exv10w62



 



Exhibit
10.62


Original Sheet No. 1




LARGE GENERATOR INTERCONNECTION AGREEMENT




entered into by the




Midwest Independent Transmission System Operator, Inc.




Interstate Power and Light Company




and




ITC Midwest LLC




entered into on the ____ day of ______, 2007




 









 





Original Sheet No. 2




LARGE GENERATOR INTERCONNECTION

AGREEMENT (LGIA)




(Applicable to Generating Facilities that exceed 20 MW)




     THIS LARGE GENERATOR INTERCONNECTION AGREEMENT (“LGIA”) is made and entered into this ____ day
of ______, 2007, by and between Interstate Power and Light Company , a corporation organized and
existing under the laws of the State of Iowa (“Interconnection Customer” with Large Generating
Facilities), and ITC Midwest LLC, a limited liability corporation organized and existing under the
laws of the State of Michigan (“Transmission Owner”), and the Midwest Independent Transmission
System Operator, Inc., a non-profit, non-stock corporation organized and existing under the laws of
the State of Delaware, (“Transmission Provider”). Interconnection Customer, Transmission Owner and
Transmission Provider each may be referred to as a “Party,” or collectively as the “Parties.”



RECITALS




     WHEREAS, Transmission Provider operates and/or controls the Transmission System; and



     WHEREAS, Interconnection Customer intends to own, lease and/or control and operate the
Generating Facilities identified as Large Generating Facilities in Appendix A to this LGIA; and,



     WHEREAS, Transmission Owner owns or operates the Transmission System, whose operations are
subject to the functional control of the Transmission Provider, to which the Interconnection
Customer desires to connect the Large Generating Facility, and may therefore be required to
construct certain Interconnection Facilities and Network Upgrades, as set forth in this LGIA; and



     WHEREAS, Interconnection Customer, Transmission Owner and Transmission Provider have agreed to
enter into this LGIA for the purpose of interconnecting the Large Generating Facility with the
Transmission System;



     NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein, it
is agreed:



ARTICLE 1. DEFINITIONS




     When used in this LGIA, terms with initial capitalization that are not defined in Article 1
shall have the meanings specified in the Article in which they are used. Those capitalized terms
used in this LGIA that are not otherwise defined in this LGIA have the meaning set forth in the
Tariff.



 









 





Original Sheet No. 3




     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 transmission or distribution system or the electric
system associated with an existing generating facility or of a higher queued Generating Facility,
which is an electric system other than the Transmission System that may be affected by the
Interconnection Request. An Affected System may or may not be subject to FERC jurisdiction.



     Affected System Operator shall mean the entity that operates an Affected System.



     Affiliate shall mean, with respect to a corporation, partnership or other entity, each such
other corporation, partnership or other entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such corporation,
partnership or other entity.



     Ancillary Services shall mean those services that are necessary to support the transmission of
capacity and energy from resources to loads while maintaining reliable operation of the
Transmission 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
having jurisdiction over the Parties, their respective facilities and/or the respective services
they provide.



     Applicable Reliability Council shall mean the reliability council of NERC applicable to the
Control Area of the Transmission System to which the Generating Facility is directly
interconnected.



     Applicable Reliability Standards shall mean the requirements and guidelines of NERC, the
Applicable Reliability Council, and the Control Area of the Transmission System to which the
Generating Facility is directly interconnected.



     Base Case shall mean the base case power flow, short circuit, and stability databases used for
the Interconnection Studies by the Transmission Provider or Interconnection Customer.



     Breach shall mean the failure of a Party to perform or observe any material term or condition
of this LGIA.



     Breaching Party shall mean a Party that is in Breach of this LGIA.



     Business Day shall mean Monday through Friday, excluding Federal Holidays.



     Calendar Day shall mean any day including Saturday, Sunday or a Federal Holiday.



 









 





Original Sheet No. 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 a unit shall mean the date on which the Generating Facility
commences Commercial Operation as agreed to by the Parties pursuant to Appendix E to this LGIA.



     Confidential Information shall mean any proprietary or commercially or competively sensitive
information, trade secret or information regarding a plan, specification, pattern, procedure,
design, device, list, concept, policy or compilation relating to the present or planned business of
a Party, or any other information as specified in Article 22, which is designated as confidential
by the Party supplying the information, whether conveyed orally, electronically, in writing,
through inspection, or otherwise, that is received by another Party and is not disclosed except
under the terms of a Confidential Information policy.



     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 this LGIA.



     Demonstrated Capability shall mean the continuous net real power output that the Generating
Facility is required to demonstrate in compliance with Applicable Reliability Standards.



     Dispute Resolution shall mean the procedure for resolution of a dispute between or among the
Parties in which they will first attempt to resolve the dispute on an informal basis.



     Distribution System shall mean the Transmission Owner’s facilities and equipment, or the
Distribution System of another party that is interconnected with the Transmission Owner’s
Transmission System, if any, connected to the Transmission System, over which facilities
transmission service or Wholesale Distribution Service under the Tariff is available at the time
the Interconnection Customer has requested interconnection of a Generating Facility for the purpose
of either transmitting electric energy in interstate commerce or selling electric energy at
wholesale in interstate commerce and which 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 Control Areas and other entities owning
distribution facilities interconnected to the Transmission System.



     Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the
Generating Facility and render the delivery service necessary to effect Interconnection



 









 





Original Sheet No. 5



Customer’s wholesale sale of electricity in interstate commerce. Distribution Upgrades do not
include Interconnection Facilities.




     Effective Date shall mean the date on which this LGIA becomes effective upon execution by the
Parties subject to acceptance by the Commission, or if filed unexecuted, upon the date specified by
the Commission.



     Emergency Condition shall mean a condition or situation: (1) that in the reasonable judgment
of the Party making the claim is imminently likely to endanger, or is contributing to the
endangerment of, life, property, or public health and safety; or (2) that, in the case of either
Transmission Provider or Transmission Owner, is imminently likely (as determined in a
non-discriminatory manner) to cause a material adverse effect on the security of, or damage to the
Transmission System, Transmission Owner’s Interconnection Facilities or the electric systems of
others to which the Transmission System is directly connected; or (3) that, in the case of
Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to, the Generating Facility or
Interconnection Customer’s Interconnection Facilities. System restoration and blackstart shall be
considered Emergency Conditions; provided that Interconnection Customer is not obligated by this
LGIA to possess blackstart capability. Any condition or situation that results from lack of
sufficient generating capacity to meet load requirements or that results solely from economic
conditions shall not constitute an Emergency Condition, unless one of the enumerated conditions or
situations identified in this definition also exists.



     Energy Resource Interconnection Service (ER Interconnection Service) shall mean an
Interconnection Service that allows the Interconnection Customer to connect its Generating Facility
to the Transmission System or Distribution System, as applicable, to be eligible to deliver the
Generating Facility’s electric output using the existing firm or non-firm capacity of the
Transmission System on an as available basis. Energy Resource Interconnection Service does not
convey transmission service.



     Engineering & Procurement (E&P) Agreement shall mean an agreement that authorizes the
Transmission Owner 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 Holiday shall mean a Federal Reserve Bank holiday for a Party that has its principal
place of business in the United States and a Canadian Federal or Provincial banking holiday for a
Party that has its principal place of business located in Canada.



     Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et seq.



 









 





Original Sheet No. 6




     FERC shall mean the Federal Energy Regulatory Commission, also known as Commission, or its
successor.



     Force Majeure shall mean any act of God, labor disturbance, act of the public enemy, war,
insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment, any order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party’s control. A Force Majeure
event does not include an act of negligence or intentional wrongdoing by the Party claiming Force
Majeure.



     Generating Facility shall mean Interconnection Customer’s device(s) for the production of
electricity identified in the Interconnection Request, but shall not include the Interconnection
Customer’s Interconnection Facilities.



     Generating Facility Capacity shall mean the net capacity of the Generating Facility and the
aggregate net capacity of the Generating Facility where it includes multiple energy production
devices.



     Generator Upgrades shall mean the additions, modifications, and upgrades to the electric
system of an existing generating facility or of a higher queued Generating Facility at or beyond
the Point of Interconnection to facilitate interconnection of the Generating Facility and render
the transmission service necessary to affect Interconnection Customer’s wholesale sale of
electricity in interstate commerce.



     Good Utility Practice shall mean any of the practices, methods and acts engaged in or approved
by a significant portion of the electric industry during the relevant time period, or any of the
practices, methods and acts which, in the exercise of reasonable judgment in light of the facts
known at the time the decision was made, could have been expected to accomplish the desired result
at a reasonable cost consistent with good business practices, reliability, safety and expedition.
Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the
exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted
in the region.



     Governmental Authority shall mean any federal, state, local or other governmental regulatory
or administrative agency, court, commission, department, board, or other governmental subdivision,
legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over
the Parties, their respective facilities, or the respective services they provide, and exercising
or entitled to exercise any administrative, executive, police, or taxing authority or power;
provided, however, that such term does not include Interconnection Customer, Transmission Provider,
Transmission Owner, or any Affiliate thereof.



     Group Study(ies) shall mean the process whereby more than one Interconnection Request is
studied together, instead of serially, for the purpose of conducting one or more of the required
Studies.



 









 





Original Sheet No. 7




     Hazardous Substances shall mean any chemicals, materials or substances defined as or included
in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “hazardous
constituents,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic
substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or words of
similar meaning and regulatory effect under any applicable Environmental Law, or any other
chemical, material or substance, exposure to which is prohibited, limited or regulated by any
applicable Environmental Law.



     Initial Synchronization Date shall mean the date upon which the Generating Facility is
initially synchronized and upon which Trial Operation begins.



     In-Service Date shall mean the date upon which the Interconnection Customer reasonably expects
it will be ready to begin use of the Transmission Owner’s Interconnection Facilities to obtain
backfeed power.



     Interconnection Customer shall mean any entity, including the Transmission Provider,
Transmission Owner or any of the Affiliates or subsidiaries of either, that proposes to
interconnect its Generating Facility with the Transmission System.



     Interconnection Customer’s Interconnection Facilities shall mean all facilities and equipment,
as identified in Appendix A of this LGIA, that are located between the Generating Facility and the
Point of Change of Ownership, including any modification, addition, or upgrades to such facilities
and equipment necessary to physically and electrically interconnect the Generating Facility to the
Transmission System or Distribution System, as applicable. Interconnection Customer’s
Interconnection Facilities are sole use facilities.



     Interconnection Facilities shall mean the Transmission Owner’s Interconnection Facilities and
the Interconnection Customer’s Interconnection Facilities. Collectively, Interconnection
Facilities include all facilities and equipment between the Generating Facility and the Point of
Interconnection, including any modification, additions or upgrades that are necessary to physically
and electrically interconnect the Generating Facility to the Transmission System. Interconnection
Facilities shall not include Distribution Upgrades, Generator Upgrades, Stand Alone Network
Upgrades or Network Upgrades.



     Interconnection Facilities Study shall mean a study conducted by the Transmission Provider, or
its agent, for the Interconnection Customer to determine a list of facilities (including
Transmission Owner’s Interconnection Facilities, System Protection Facilities, and if such upgrades
have been determined, Network Upgrades, Distribution Upgrades, Generator Upgrades, and upgrades on
Affected Systems, as identified in the Interconnection System Impact Study), the cost of those
facilities, and the time required to interconnect the Generating Facility with the Transmission
System. The scope of the study is defined in Section 8 of the Large Generator Interconnection
Procedures.



     Interconnection Facilities Study Agreement shall mean the form of agreement contained in
Appendix 4 of the Large Generator Interconnection Procedures for conducting the Interconnection
Facilities Study.



 









 





Original Sheet No. 8




     Interconnection Feasibility Study shall mean a preliminary evaluation of the system impact of
interconnecting the Generating Facility to the Transmission System, the scope of which is described
in Section 6 of the Large Generator Interconnection Procedures.



     Interconnection Feasibility Study Agreement shall mean the form of agreement contained in
Appendix 2 of the Large Generator Interconnection Procedures for conducting the Interconnection
Feasibility Study.



     Interconnection Request shall mean an Interconnection Customer’s request, in the form of
Appendix 1 to the Large Generator Interconnection Procedures, to interconnect a new Generating
Facility, or to increase the capacity of, or make a Material Modification to the operating
characteristics of, an existing Generating Facility that is interconnected with the Transmission
System.



     Interconnection Service shall mean the service provided by the Transmission Provider
associated with interconnecting the Generating Facility to the Transmission System and enabling it
to receive electric energy and capacity from the Generating Facility at the Point of
Interconnection, pursuant to the terms of this LGIA and, if applicable, the Tariff.



     Interconnection Study shall mean any of the following studies: the Interconnection Feasibility
Study, the Interconnection System Impact Study, and the Interconnection Facilities Study, or the
Restudy of any of the above, described in the Large Generator Interconnection Procedures.



     Interconnection System Impact Study shall mean an engineering study that evaluates the impact
of the proposed interconnection on the safety and reliability of Transmission System and, if
applicable, an Affected System. The study shall identify and detail the system impacts that would
result if the Generating Facility were interconnected without project modifications or system
modifications, focusing on the Adverse System Impacts identified in the Interconnection Feasibility
Study, or to study potential impacts, including but not limited to those identified in the Scoping
Meeting as described in the Large Generator Interconnection Procedures.



     Interconnection System Impact Study Agreement shall mean the form of agreement contained in
Appendix 3 of the Large Generator Interconnection Procedures for conducting the Interconnection
System Impact Study.



     IRS shall mean the Internal Revenue Service.



     Large Generating Facility shall mean a Generating Facility having an aggregate net Generating
Facility Capacity of more than 20 MW.



     Large Generator Interconnection Agreement (LGIA) shall mean the form of interconnection
agreement, in the form of Appendix 6 to the Large Generator Interconnection Procedures, applicable
to a Large Generating Facility.



 









 





Original Sheet No. 9




     Large Generator Interconnection Procedures (LGIP) shall mean the interconnection procedures
that are included in the Tariff and applicable to an Interconnection Request pertaining to a Large
Generating Facility.



     Loss shall mean any and all damages, losses, claims, including claims and actions relating to
injury to or death of any person or damage to property, demand, suits, recoveries, costs and
expenses, court costs, attorney fees, and all other obligations by or to third parties, arising out
of or resulting from the other Party’s performance, or non-performance of its obligations under
this LGIA on behalf of the indemnifying Party, except in cases of gross negligence or intentional
wrongdoing, by the indemnified party.



     Material Modification shall mean those modifications that have a material impact on the cost
or timing of any Interconnection Request with a later queue priority date.



     Metering Equipment shall mean all metering equipment installed or to be installed at the
Generating Facility pursuant to this LGIA 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 Customer shall have that meaning as provided in the Tariff.



     Network Resource shall mean any designated generating resource owned, purchased, or leased by
a Network Customer under the Network Integration Transmission Service Tariff. Network Resources do
not include any resource, or any portion thereof, that is committed for sale to third parties or
otherwise cannot be called upon to meet the Network Customer’s Network Load on a non-interruptible
basis.



     Network Resource Interconnection Service (NR Interconnection Service) shall mean an
Interconnection Service that allows the Interconnection Customer to integrate its Large Generating
Facility with the Transmission System in the same manner as for any Large Generating Facility being
designated as a Network Resource. Network Resource Interconnection Service does not convey
transmission service.



     Network Upgrades shall mean the additions, modifications, and upgrades to the Transmission
System required at or beyond the point at which the Interconnection Facilities connect to the
Transmission System or Distribution System, as applicable, to accommodate the interconnection of
the Generating Facility to the Transmission System.



     Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with this LGIA or its performance.



     Optional Interconnection Study shall mean a sensitivity analysis based on assumptions
specified by the Interconnection Customer in the Optional Interconnection Study Agreement.



 









 





Original Sheet No. 10




     Optional Interconnection Study Agreement shall mean the form of agreement contained in
Appendix 5 of the Large Generator Interconnection Procedures for conducting the Optional
Interconnection Study.



     Party or Parties shall mean Transmission Provider, Transmission Owner, Interconnection
Customer, or any combination of the above.



     Point of Change of Ownership shall mean the point, as set forth in Appendix A to the Large
Generator Interconnection Agreement, where the Interconnection Customer’s Interconnection
Facilities connect to the Transmission Owner’s Interconnection Facilities.



     Point of Interconnection shall mean the point, as set forth in Appendix A.



     Queue Position shall mean the order of a valid Interconnection Request, relative to all other
pending valid Interconnection Requests, that is established based upon the date and time of receipt
of the valid Interconnection Request by the Transmission Provider.



     Reasonable Efforts shall have that meaning as provided in the Tariff.



     Scoping Meeting shall mean the meeting between representatives of the Interconnection
Customer, Transmission Owner, Affected System Operator(s) and Transmission Provider conducted for
the purpose of discussing alternative interconnection options, to exchange information including
any transmission data and earlier study evaluations that would be reasonably expected to impact
such interconnection options, to analyze such information, and to determine the potential feasible
Points of Interconnection.



     Site Control shall mean documentation reasonably demonstrating: (1) ownership of, a leasehold
interest in, or a right to develop a site for the purpose of constructing the Generating Facility;
(2) an option to purchase or acquire a leasehold site for such purpose; or (3) an exclusivity or
other business relationship between Interconnection Customer and the entity having the right to
sell, lease or grant Interconnection Customer the right to possess or occupy a site for such
purpose.



     Small Generating Facility shall mean a Generating Facility that has an aggregate net
Generating Facility Capacity of no more than 20 MW.



     Special Protection System (SPS) shall mean an automatic protection system or remedial action
scheme designed to detect abnormal or predetermined system conditions, and take corrective actions
other than and/or in addition to the isolation of faulted components, to maintain system
reliability. Such action may include changes in demand (MW and MVar), energy (MWh and MVarh), or
system configuration to maintain system stability, acceptable voltage, or power flows. An SPS does
not include (a) underfrequency or undervoltage load shedding, (b) fault conditions that must be
isolated, (c) out-of-step relaying not designed as an integral part of an SPS, or (d) Transmission
Control Devices.



 









 





Original Sheet No. 11




     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. The Transmission Provider, Transmission Owner and the Interconnection Customer must
agree as to what constitutes Stand Alone Network Upgrades and identify them in Appendix A to this
LGIA.



     System Protection Facilities shall mean the equipment, including necessary protection signal
communications equipment, required to protect (1) the Transmission System or other delivery systems
or other generating 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 Transmission System or on other delivery systems or other generating
systems to which the Transmission System is directly connected.



     Tariff shall mean the Transmission Provider’s Tariff through which open access transmission
service and Interconnection Service are offered, as filed with the Commission, and as amended or
supplemented from time to time, or any successor tariff.



     Transmission Control Devices shall mean a generally accepted transmission device that is
planned and designed to provide dynamic control of electric system quantities, and are usually
employed as solutions to specific system performance issues. Examples of such devices include fast
valving, high response exciters, high voltage DC links, active or real power flow control and
reactive compensation devices using power electronics (e.g., unified power flow controllers),
static var compensators, thyristor controlled series capacitors, braking resistors, and in some
cases mechanically-switched capacitors and reactors. In general, such systems are not considered
to be Special Protection Systems.



     Transmission Owner shall mean that Transmission Owner as defined in the Tariff, which includes
an entity that owns, leases or otherwise possesses an interest in the portion of the Transmission
System at which the Interconnection Customer proposes to interconnect or otherwise integrate the
operation of the Generating Facility. Transmission Owner should be read to include any Independent
Transmission Company that manages the transmission facilities of the Transmission Owner and shall
include, as applicable, the owner and/or operator of distribution facilities interconnected to the
Transmission System, over which facilities transmission service or Wholesale Distribution Service
under the Tariff is available at the time the Interconnection Customer requests Interconnection
Service and to which the Interconnection Customer has requested interconnection of a Generating
Facility for the purpose of either transmitting electric energy in interstate commerce or selling
electric energy at wholesale in interstate commerce.



     Transmission Provider shall mean the Midwest Independent Transmission System Operator, Inc.
(the “Midwest ISO”), the Regional Transmission Organization that controls or operates the
transmission facilities of its transmission-owning members used for the transmission of electricity
in interstate commerce and provides transmission service under the Tariff.



     Transmission Owner’s Interconnection Facilities shall mean all facilities and equipment owned
by the Transmission Owner from the Point of Change of Ownership to the



 









 





Original Sheet No. 12



Point of Interconnection as identified in Appendix A to this LGIA, including any
modifications, additions or upgrades to such facilities and equipment. Transmission Owner’s
Interconnection Facilities are sole use facilities and shall not include Distribution Upgrades,
Generator Upgrades, Stand Alone Network Upgrades or Network Upgrades.




     Transmission System shall mean the facilities owned by the Transmission Owner and controlled
or operated by the Transmission Provider or Transmission Owner that are used to provide
transmission service or Wholesale Distribution Service under the Tariff.



     Trial Operation shall mean the period during which Interconnection Customer is engaged in
on-site test operations and commissioning of the Generating Facility prior to Commercial Operation.



     Wholesale Distribution Service shall have that meaning as provided in the Tariff. Wherever
the term “transmission delivery service” is used, Wholesale Distribution Service shall also be
implied.



ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION





	2.1	 	Effective Date. This LGIA shall become effective upon execution by the Parties subject to
acceptance by FERC (if applicable), or if filed unexecuted, upon the date specified by FERC.
Transmission Provider shall promptly file this LGIA with FERC upon execution in accordance
with Article 3.1, if required.
	 
	2.2	 	Term of Agreement. Subject to the provisions of Article 2.3, this LGIA 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 on the anniversary of the Effective
Date.
	 
	2.3	 	Termination Procedures. This LGIA may be terminated as follows:






	 	2.3.1	 	Written Notice. This LGIA may be terminated by Interconnection Customer after
giving the Transmission Provider and Transmission Owner ninety (90) Calendar Days
advance written notice or by Transmission Provider if the Generating Facility has
ceased Commercial Operation for three (3) consecutive years, beginning with the last
date of Commercial Operation for the Generating Facility, after giving the
Interconnection Customer ninety (90) Calendar Days advance written notice. The
Generating Facility will not be deemed to have ceased Commercial Operation for purposes
of this Article 2.3.1 if the Interconnection Customer can document that it has taken
other significant steps to maintain or restore operational readiness of the Generating
Facility for the purpose of returning the Generating Facility to Commercial Operation
as soon as possible.
	 
	 	2.3.2	 	Default. Any Party may terminate this LGIA in accordance with Article 17.




 









 











Original Sheet No. 13





	 	2.3.3	 	Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall become
effective until the Parties have complied with all Applicable Laws and Regulations
applicable to such termination, including the filing with FERC of a notice of
termination of this LGIA, if required, which notice has been accepted for filing by
FERC.






	2.4	 	Termination Costs. If a Party elects to terminate this LGIA pursuant to Article 2.3 above,
each Party shall pay all costs incurred for which that Party is responsible (including any
cancellation costs relating to orders or contracts for Interconnection Facilities, applicable
upgrades, and related equipment) or charges assessed by the other Parties, as of the date of
the other Parties’ receipt of such notice of termination, under this LGIA. In the event of
termination by a Party, the Parties shall use commercially Reasonable Efforts to mitigate the
costs, damages and charges arising as a consequence of termination. Upon termination of this
LGIA, unless otherwise ordered or approved by FERC:






	 	2.4.1	 	With respect to any portion of the Transmission Owner’s Interconnection
Facilities, Network Upgrades, System Protection Facilities, Distribution Upgrades,
Generator Upgrades, and if so determined and made a part of this LGIA, upgrades on
Affected Systems, that have not yet been constructed or installed, the Transmission
Owner shall to the extent possible and to the extent of Interconnection Customer’s
written notice under Article 2.3.1, 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 the Transmission Owner shall deliver such
material and equipment, and, if necessary, assign such contracts, to Interconnection
Customer as soon as practicable, at Interconnection Customer’s expense. To the extent
that Interconnection Customer has already paid Transmission Owner for any or all such
costs of materials or equipment not taken by Interconnection Customer, Transmission
Owner shall promptly refund such amounts to Interconnection Customer, less any costs,
including penalties incurred by the Transmission Owner to cancel any pending orders of
or return such materials, equipment, or contracts.
	 
	 	 	 	If an Interconnection Customer terminates this LGIA, it shall be responsible for all
costs incurred in association with that Interconnection Customer’s interconnection,
including any cancellation costs relating to orders or contracts for Interconnection
Facilities and equipment, and other expenses including any upgrades or related
equipment for which the Transmission Owner has incurred expenses and has not been
reimbursed by the Interconnection Customer.
	 
	 	2.4.2	 	Transmission Owner may, at its option, retain any portion of such materials,
equipment, or facilities that Interconnection Customer chooses not to accept delivery
of, in which case Transmission Owner shall be responsible for all costs




 









 











Original Sheet No. 14





associated with procuring such materials, equipment, or facilities. If Transmission
Owner does not so elect, then Interconnection Customer shall be responsible for such
costs.




	 	2.4.3	 	With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this LGIA,
Interconnection Customer shall be responsible for all costs associated with the
removal, relocation, reconfiguration or other disposition or retirement of such
materials, equipment, or facilities, and such other expenses actually incurred by
Transmission Owner necessary to return the Transmission, Distribution or Generator
System, as applicable, to safe and reliable operation.






	2.5	 	Disconnection. Upon termination of this LGIA, the Parties will take all appropriate steps to
disconnect the Generating Facility from the Transmission or Distribution System, as
applicable. 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 LGIA or such non-terminating Party otherwise is responsible for these costs under this
LGIA.
	 
	2.6	 	Survival. This LGIA shall continue in effect after termination to the extent necessary to
provide for final billings and payments and for costs incurred hereunder, including billings
and payments pursuant to this LGIA; to permit the determination and enforcement of liability
and indemnification obligations arising from acts or events that occurred while this LGIA was
in effect; and to permit each Party to have access to the lands of the other Party pursuant to
this LGIA or other applicable agreements, to disconnect, remove or salvage its own facilities
and equipment.





ARTICLE 3. REGULATORY FILINGS





	3.1	 	Filing. The Transmission Provider shall file this LGIA (and any amendment hereto) with the
appropriate Governmental Authority, if required. A Party may request that any information so
provided be subject to the confidentiality provisions of Article 22. If that Party has
executed this LGIA, or any amendment thereto, the Party shall reasonably cooperate with
Transmission Provider with respect to such filing and to provide any information reasonably
requested by Transmission Provider needed to comply with applicable regulatory requirements.





ARTICLE 4. SCOPE OF SERVICE





	4.1	 	Interconnection Product Options. Interconnection Customer has selected the following
(checked) type of Interconnection Service:
	 
	 	 	Check: þ ER or þ NR




 









 











Original Sheet No. 15





	 	4.1.1	 	Energy Resource Interconnection Service (ER Interconnection Service).






	 	4.1.1.1	 	The Product. ER Interconnection Service allows Interconnection Customer to
connect the Generating Facility to the Transmission or Distribution System, as
applicable, and be eligible to deliver the Generating Facility’s output using
the existing firm or non-firm capacity of the Transmission System on an “as
available” basis. To the extent Interconnection Customer wants to receive ER
Interconnection Service, the Transmission Owner shall construct facilities
consistent with the studies identified in Appendix A.
	 
	 	 	 	An Interconnection Customer seeking ER Interconnection Service for new or
added capacity at a Generating Facility may be granted conditional ER
Interconnection Service status to the extent there is such capacity
available on the Transmission System to accommodate the Interconnection
Customer’s Generating Facility. At the request of the Interconnection
Customer, Conditional ER Interconnection Service status may be granted
subject to the system being able to accommodate the interconnection
without upgrades, until such time as a higher queued project(s) with a
later service date affecting the same common elements is placed into
service. The conditional ER Interconnection Service shall be terminated
in the event the Interconnection Customer fails to fund the necessary
studies and the Network Upgrades necessary to grant the Interconnection
Customer’s ER Interconnection Service upon the completion of higher queued
projects involving the same common elements.
	 
	 	4.1.1.2	 	Transmission Delivery Service Implications. Under ER Interconnection
Service, the Interconnection Customer will be eligible to inject power from the
Generating Facility into and deliver power across the Transmission System on an
“as available” basis up to the amount of MW identified in the applicable
stability and steady state studies to the extent the upgrades initially
required to qualify for ER Interconnection Service have been constructed.
After that date FERC makes effective the Midwest ISO’s Energy Market Tariff
filed in Docket No. ER04-691-000, Interconnection Customer may place a bid to
sell into the market up to the maximum identified Generating Facility output,
subject to any conditions specified in the interconnection service approval,
and the Generating Facility will be dispatched to the extent the
Interconnection Customer’s bid clears. In all other instances, no transmission
or other delivery service from the Generating Facility is assured, but the
Interconnection Customer may obtain Point-To-Point Transmission Service,
Network Integration Transmission Service or be used for secondary network
transmission service, pursuant to the Tariff, up to the maximum output
identified in the stability and steady state studies. In those instances, in
order for the Interconnection Customer to




 









 











Original Sheet No. 16





obtain the right to deliver or inject energy beyond the Point of
Interconnection or to improve its ability to do so, transmission delivery
service must be obtained pursuant to the provisions of the Tariff. The
Interconnection Customer’s ability to inject its Generating Facility
output beyond the Point of Interconnection, therefore, will depend on the
existing capacity of the Transmission or Distribution System as
applicable, at such time as a transmission service request is made that
would accommodate such delivery. The provision of Firm Point-To-Point
Transmission Service or Network Integration Transmission Service may
require the construction of additional Network or Distribution Upgrades.




	 	4.1.2	 	Network Resource Interconnection Service (NR Interconnection Service).






	 	4.1.2.1	 	The Product. The Transmission Provider must conduct the necessary studies
and the Transmission Owner shall construct the facilities identified in
Appendix A of this LGIA, subject to the approval of Governmental Authorities,
needed to integrate the Generating Facility in the same manner as for any Large
Generating Facility being designated as a Network Resource.
	 
	 	4.1.2.2	 	Transmission Delivery Service Implications. NR Interconnection Service
allows the Generating Facility to be designated by any Network Customer under
the Tariff on the Transmission System as a Network Resource, up to the
Generating Facility’s full output, on the same basis as existing Network
Resources that are interconnected to the Transmission or Distribution System,
as applicable, and to be studied as a Network Resource on the assumption that
such a designation will occur. Although NR Interconnection Service does not
convey a reservation of transmission service, any Network Customer can utilize
network service under the Tariff to obtain delivery of energy from the
Generating Facility in the same manner as it accesses Network Resources. A
Generating Facility receiving NR Interconnection Service may also be used to
provide Ancillary Services after technical studies and/or periodic analyses
are performed with respect to the Generating Facility’s ability to provide any
applicable Ancillary Services, provided that such studies and analyses have
been or would be required in connection with the provision of such Ancillary
Services by any existing Network Resource. However, if the Generating
Facility has not been designated as a Network Resource by any Network
Customer, it cannot be required to provide Ancillary Services except to the
extent such requirements extend to all generating facilities that are
similarly situated. The provision of Network Integration Transmission Service
or Firm Point-To-Point Transmission Service may require additional studies and
the construction of additional upgrades. Because such studies and upgrades
would be associated with a request for delivery




 









 











Original Sheet No. 17





service under the Tariff, cost responsibility for the studies and upgrades
would be in accordance with FERC’s policy for pricing transmission
delivery services.




NR Interconnection Service does not necessarily provide the
Interconnection Customer with the capability to physically deliver the
output of its Generating Facility to any particular load on the
Transmission System without incurring congestion costs. In the event of
transmission or distribution constraints on the Transmission or
Distribution System, as applicable, the Generating Facility shall be
subject to the applicable congestion management procedures in the
Transmission System in the same manner as Network Resources.




There is no requirement either at the time of study or interconnection, or
at any point in the future, that the Generating Facility be designated as
a Network Resource by a Network Customer or that the Interconnection
Customer identify a specific buyer (or sink). To the extent a Network
Customer does designate the Generating Facility as a Network Resource, it
must do so pursuant to the Tariff.




Once an Interconnection Customer satisfies the requirements for obtaining
NR Interconnection Service, any future transmission service request for
delivery from the Generating Facility within the Transmission System of
any amount of capacity and/or energy, up to the amount initially studied,
will not require that any additional studies be performed or that any
further upgrades associated with such Large Generating Facility be
undertaken, regardless of whether such Large Generating Facility is ever
designated by a Network Customer as a Network Resource and regardless of
changes in ownership of the Generating Facility. To the extent the
Interconnection Customer enters into an arrangement for long term
transmission service for deliveries from the Generating Facility to
customers other than the studied Network Customers, or for any
Point-To-Point Transmission Service, such request may require additional
studies and upgrades in order for the Transmission Provider to grant such
request. However, the reduction or elimination of congestion or
redispatch costs may require additional studies and the construction of
additional upgrades.




To the extent the Interconnection Customer enters into an arrangement for
long term transmission service for deliveries from the Generating Facility
outside the Transmission System, such request may require additional
studies and upgrades in order for the Transmission Provider to grant such
request.




	 	4.1.2.3	 	Conditional NR Interconnection Service. An Interconnection Customer seeking
NR Interconnection Service for new or added capacity




 









 











Original Sheet No. 18





at a Generating Facility may be granted conditional NR Interconnection
Service status to the extent there is such capacity available on the
Transmission System to accommodate the Interconnection Customer’s
Generating Facility. At the request of the Interconnection Customer,
Conditional NR Interconnection Service status may be granted subject to
the system being able to accommodate the interconnection without upgrades,
until such time as higher queued project(s) with a later service date
affecting the same common elements is placed into service. The
conditional NR Interconnection Service status may be converted to ER
Interconnection Service if either of the following occurs:




	 	1)	 	The Interconnection Customer fails to fund
necessary studies and Network Upgrades required to allow the
Interconnection Customer’s Generating Facility to receive NR
Interconnection Service upon the completion of higher queued projects
involving the same common elements; or
	 
	 	2)	 	The higher queued project(s) or planned and
required Network Upgrades are placed in service and the Network
Upgrades required to provide NR Interconnection Service status to the
Interconnection Customer’s Generating Facility are not in service.






In the event the Interconnection Customer fails to fund the necessary
studies and Network Upgrades for NR Interconnection Service, the
Interconnection Customer’s conditional NR Interconnection Service status
shall be converted to ER Interconnection Service status unless the
Interconnection Customer makes a new Interconnection Request. Such new
Interconnection Request shall be evaluated in accordance with the LGIP and
its new queue position priority.




Some or all of the conditional NR Interconnection Service status may be
temporarily revoked if the Network Upgrades are not in service when the
higher queued project(s) are placed in service. The availability of
conditional NR Interconnection Service status will be determined by
Transmission Provider’s studies. Upon funding and completion of the
Network Upgrades required to establish the Generating Facility’s NR
Interconnection Service status, the Generating Facility will be granted NR
Interconnection Service status.




The Parties agree that the portion of the Generating Facility classified
as NR Interconnection Service is the first portion of the output of the
combined output of all the units at the Generating Facility except in
circumstances where the Interconnection Customer otherwise elects in the
Agreement, as amended, to allocate that portion to the output of specific
unit(s) at the Generating Facility, the total of which will not exceed the
output eligible for NR Interconnection Service as shown by



 









 





Original Sheet No. 19





the additional studies. To the extent Interconnection Customer desires to
obtain NR Interconnection Service for any portion of the Generating
Facility in addition to that supported by such additional studies, the
Interconnection Customer will be required to request such additional NR
Interconnection Service through a separate Interconnection Request in
accordance with the LGIP.




	4.2	 	Provision of Service. Transmission 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 LGIA in
accordance with Applicable Laws and Regulations, Applicable Reliability Standards, and Good
Utility Practice. To the extent a Party is required or prevented or limited in taking any
action by such regulations and standards, or if the obligations of any Party may become
limited by a change in Applicable Laws and Regulations, Applicable Reliability Standards, and
Good Utility Practice after the execution of this LGIA, that Party shall not be deemed to be
in Breach of this LGIA for its compliance therewith. The Party so limited shall notify the
other Parties whereupon the Transmission Provider shall amend this LGIA in concurrence with
the other Parties and submit the amendment to the Commission for approval.
	 
	4.4	 	No Transmission Delivery Service. The execution of this LGIA does not constitute a request
for, nor the provision of, any transmission delivery service under the Tariff, and does not
convey any right to deliver electricity to any specific customer or Point of Delivery.
	 
	4.5	 	Interconnection Customer Provided Services. The services provided by Interconnection
Customer under this LGIA are set forth in Article 9.6 and Article 13.5.1. Interconnection
Customer shall be paid for such services in accordance with Article 11.6.





ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT, AND CONSTRUCTION





	5.1	 	Options. Unless otherwise mutually agreed to between the Parties,
Interconnection Customer shall select: 1) the In-Service Date, Initial Synchronization
Date, and Commercial Operation Date based on a reasonable construction schedule that
will allow sufficient time for design, construction, equipment procurement, and permit
acquisition of Transmission System equipment or right-of-way; and 2) either Standard
Option or Alternate Option set forth below for completion of the Transmission Owner’s
Interconnection Facilities, Network Upgrades, System Protection Facilities,
Distribution Upgrades and Generator Upgrades, as applicable, and set forth in Appendix
A, and such dates and selected option shall be set forth in Appendix B. The dates and
selected option shall be subject to the acceptance of the Transmission Owner taking
into account the type of construction to be employed and the regulatory requirements




 









 











Original Sheet No. 20





of Governmental Authority, and does not convey any right to deliver electricity to
any specific customer or Point of Delivery, including the need to obtain permits or
other authorizations for construction of the Interconnection Facilities, Network




Upgrades, System Protection Facilities, Distribution Upgrades, Generator Upgrades,
the Generating Facility and Stand-Alone Network Upgrades.




	 	5.1.1	 	Standard Option. The Transmission Owner shall design,
procure, and construct the Transmission Owner’s Interconnection Facilities,
Network Upgrades, System Protection Facilities, Distribution Upgrades, and
Generator Upgrades using Reasonable Efforts to complete the Transmission
Owner’s Interconnection Facilities, Network Upgrades, System Protection
Facilities, Distribution Upgrades and Generator Upgrades by the dates set forth
in Appendix B, Milestones, subject to the receipt of all approvals required
from Governmental Authorities and the receipt of all land rights necessary to
commence construction of such facilities, and such other permits or
authorizations as may be required. The Transmission Provider or Transmission
Owner 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, Applicable
Laws and Regulations and Good Utility Practice. In the event the Transmission
Owner reasonably expects that it will not be able to complete the Transmission
Owner’s Interconnection Facilities, Network Upgrades, System Protection
Facilities, Distribution Upgrades and Generator Upgrades by the specified
dates, the Transmission Owner shall promptly provide written notice to the
Interconnection Customer and Transmission Provider and shall undertake
Reasonable Efforts to meet the earliest dates thereafter.
	 
	 	5.1.2	 	Alternate Option. If the dates designated by
Interconnection Customer are acceptable to Transmission Provider and
Transmission Owner, the Transmission Provider shall so notify Interconnection
Customer within thirty (30) Calendar Days, and Transmission Owner shall assume
responsibility for the design, procurement and construction of the
Transmission Owner’s Interconnection Facilities by the designated dates.






If Transmission Owner subsequently fails to complete Transmission Owner’s
Interconnection Facilities by the In-Service Date, to the extent necessary to
provide back feed power; or fails to complete Network Upgrades by the Initial
Synchronization Date to the extent necessary to allow for Trial Operation at full
power output, unless other arrangements are made by the Parties for such Trial
Operation; or fails to complete the Network Upgrades by the Commercial Operation
Date, as such dates are reflected in Appendix B, Milestones; Transmission Owner
shall pay Interconnection Customer liquidated damages in accordance with Article
5.3, Liquidated Damages, provided, however, the dates designated by



 









 





Original Sheet No. 21





Interconnection Customer shall be extended day for day for each day that the
Transmission Provider refuses to grant clearances to install equipment.




The Transmission Owner and Interconnection Customer may adopt an incentive payment
schedule that is mutually agreeable to encourage the Transmission Owner to meet
specified accelerated dates. Such payment by the Interconnection Customer is not
subject to refund.




	 	5.1.3	 	Option to Build. If the dates designated by Interconnection Customer are not
acceptable to Transmission Owner to complete the Transmission Owner’s Interconnection
Facilities or Stand Alone Network Upgrades, the Transmission Provider shall so notify
the Interconnection Customer within thirty (30) Calendar Days, and unless the Parties
agree otherwise, Interconnection Customer shall have the option to assume
responsibility for the design, procurement and construction of Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades by the dates originally
designated by the Interconnection Customer under Article 5.1.2. The Parties 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 the Interconnection Customer elects not to exercise its
option under Article 5.1.3, Option to Build, Interconnection Customer shall so notify
Transmission Provider and Transmission Owner 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 the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades by Interconnection
Customer) pursuant to which Transmission Owner is responsible for the design,
procurement and construction of the Transmission Owner’s Interconnection Facilities and
Network Upgrades. If the Parties are unable to reach agreement on such terms and
conditions, Transmission Owner shall assume responsibility for the design, procurement
and construction of the Transmission Owner’s Interconnection Facilities and Network
Upgrades pursuant to 5.1.1, Standard Option.
	 
	 	 	 	The Transmission Owner and Interconnection Customer may adopt an incentive payment
schedule that is mutually agreeable to encourage the Transmission Owner to meet
specified accelerated dates. Such payment by the Interconnection Customer is not
subject to refund.






	5.2	 	General Conditions Applicable to Option to Build. If Interconnection Customer assumes
responsibility for the design, procurement and construction of the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades after receipt of all required
approvals from Governmental Authorities necessary to commence construction,






 











 





Original Sheet No. 22





(1) the Interconnection Customer shall engineer, procure equipment, and construct
the Transmission Owner’s Interconnection Facilities and Stand Alone Network Upgrades
(or portions thereof) using Good Utility Practice and using standards and
specifications provided in advance by the Transmission Owner, or as required by any
Governmental Authority;




(2) Interconnection Customer’s engineering, procurement and construction of the
Transmission Owner’s Interconnection Facilities and Stand Alone Network Upgrades
shall comply with all requirements of law or Governmental Authority to which
Transmission Owner would be subject in the engineering, procurement or construction
of the Transmission Owner’s Interconnection Facilities and Stand Alone Network
Upgrades;




(3) Transmission Provider, at Transmission Provider’s option, and Transmission Owner
shall be entitled to review and approve the engineering design, equipment acceptance
tests(including witnessing of acceptance tests), and the construction (including
monitoring of construction) of the Transmission Owner’s Interconnection Facilities
and Stand Alone Network Upgrades, and shall have the right to reject any design,
procurement, construction or acceptance test of any equipment that does not meet the
standards and specifications of Transmission Provider, Transmission Owner and any
Governmental Authority;




(4) prior to commencement of construction, Interconnection Customer shall provide to
Transmission Provider and Transmission Owner a schedule for construction of the
Transmission Owner’s Interconnection Facilities and Stand Alone Network Upgrades,
and shall promptly respond to requests for information from Transmission Provider
and Transmission Owner;




(5) at any time during construction, Transmission Provider and Transmission Owner
shall have unrestricted access to the construction site for the Transmission
Provider’s Interconnection Facilities and Stand Alone Network Upgrades and to
conduct inspections of the same;(6) at any time during construction, should any
phase of the engineering, equipment procurement, or construction of the Transmission
Owner’s Interconnection Facilities and Stand Alone Network Upgrades not meet the
standards and specifications provided by Transmission Owner, the Interconnection
Customer shall be obligated to remedy deficiencies in that portion of the
Transmission Owner’s Interconnection Facilities and Stand Alone Network Upgrades to
meet the standards and specifications provided by Transmission Provider and
Transmission Owner;




(7) the Interconnection Customer shall indemnify the Transmission Provider and
Transmission Owner for claims arising from the Interconnection Customer’s
construction of Transmission Owner’s Interconnection Facilities and Stand Alone
Network Upgrades under the terms and procedures applicable to Article 18.1,
Indemnity;



 









 





Original Sheet No. 23





(8) the Interconnection Customer shall transfer control of Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades to the Transmission
Owner;




(9) Unless Parties otherwise agree, Interconnection Customer shall transfer
ownership of Transmission Owner’s Interconnection Facilities and Stand Alone Network
Upgrades to the Transmission Owner;




(10) Transmission Provider, at Transmission Provider’s option, and Transmission
Owner shall approve and accept for operation and maintenance the Transmission
Owner’s Interconnection Facilities and Stand Alone Network Upgrades to the extent
engineered, procured, and constructed in accordance with this Article 5.2 only if
the Transmission Owner’s Interconnection Facilities and Stand Alone Network Upgrades
meet the standards and specifications of Transmission Provider, Transmission Owner
and any Governmental Authority.




(11) Interconnection Customer shall deliver to Transmission Provider “as-built”
drawings, information, and any other documents that are reasonably required by
Transmission Provider to assure that the Interconnection Facilities and Stand-Alone
Network Upgrades are built to the standards and specifications required by
Transmission Provider.




	5.3	 	Liquidated Damages. The actual damages to the Interconnection Customer, in the event the
Transmission Owner’s Interconnection Facilities or Network Upgrades are not completed by the
dates designated by the Interconnection Customer and accepted by the Transmission Provider and
Transmission Owner 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 the Transmission Owner to the Interconnection
Customer in the event that Transmission Owner does not complete any portion of the
Transmission Owner’s Interconnection Facilities or Network Upgrades by the applicable dates,
shall be an amount equal to 1/2 of 1 percent per day of the actual cost of the Transmission
Owner’s Interconnection Facilities and Network Upgrades, in the aggregate, for which
Transmission Owner 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 the Transmission Owner’s Interconnection Facilities and Network Upgrades for which the
Transmission Owner has assumed responsibility to design, procure, and construct. The
foregoing payments will be made by the Transmission Owner to the Interconnection Customer as
just compensation for the damages caused to the Interconnection Customer, which actual
damages are uncertain and impossible to determine at this time, and as reasonable liquidated
damages, but not as a penalty or a method to secure performance of this LGIA. Liquidated
damages, when the Parties agree




 









 











Original Sheet No. 24





to them, are the exclusive remedy for the Transmission
Owner’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 the Transmission Owner’s Interconnection Facilities
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 the
Interconnection Customer would have been able to commence use of the Transmission Owner’s
Interconnection Facilities 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
Transmission Owner’s delay; (2) the Transmission Owner’s failure to meet the specified dates
is the result of the action or inaction of the Transmission Provider, the Interconnection
Customer or any other earlier queued Interconnection Customer who has entered into an
earlier LGIA with the Transmission Provider and/or a Transmission Owner or with an Affected
System Operator, or any cause beyond Transmission Owner’s reasonable control or reasonable
ability to cure; (3) the Interconnection Customer has assumed responsibility for the design,
procurement and construction of the Transmission Owner’s Interconnection Facilities and
Stand Alone Network Upgrades; (4) the delay is due to the inability of the Transmission
Owner to obtain all required approvals from Governmental Authorities in a timely manner for
the construction of any element of the Interconnection Facilities, Network Upgrades or Stand
Alone Network Upgrades, or any other permit or authorization required, or any land rights or
other private authorizations that may be required, and Transmission Owner has exercised
Reasonable Efforts in procuring such approvals, permits, rights or authorizations; or (5)
the Parties have otherwise agreed.




	5.4	 	Power System Stabilizers. The Interconnection Customer shall procure, install, maintain and
operate power system stabilizers in accordance with the guidelines and procedures established
by the Applicable Reliability Council. Transmission Provider and Transmission Owner reserve
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 stabilizers are removed from service or are not capable
of automatic operation, the Interconnection Customer shall immediately notify the Transmission
Provider’s system operator, or its designated representative. The requirements of this
paragraph shall not apply to induction generators.
	 
	5.5	 	Equipment Procurement. If responsibility for construction of the Transmission Owner’s
Interconnection Facilities, Network Upgrades and/or Distribution Upgrades is to be borne by
the Transmission Owner, then the Transmission Owner shall commence design of the Transmission
Owner’s Interconnection Facilities, Network Upgrades and/or Distribution 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	 	The Transmission Provider has completed the Interconnection Facilities Study
pursuant to the Interconnection Facilities Study Agreement;




 









 











Original Sheet No. 25





	 	5.5.2	 	The Transmission Provider has received written authorization from the
Interconnection Customer by the date specified in Appendix B, Milestones, for
Transmission Owner to proceed with design and procurement; and
	 
	 	5.5.3	 	The Interconnection Customer has provided security to the Transmission Owner,
with notice provided to Transmission Provider, in accordance with Article 11.5 by the
dates specified in Appendix B, Milestones.






	5.6	 	Construction Commencement. The Transmission Owner shall commence construction of the
Transmission Owner’s Interconnection Facilities, Network Upgrades, Transmission Owner’s System
Protection Facilities, Distribution Upgrades, and Generator 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 the Transmission Owner’s
Interconnection Facilities, Network Upgrades and Distribution Upgrades;
	 
	 	5.6.3	 	The Transmission Provider has received written authorization from the
Interconnection Customer by the date specified in Appendix B, Milestones, for
Transmission Owner to proceed with its construction; and
	 
	 	5.6.4	 	The Interconnection Customer has provided security to the Transmission Owner,
with notice to Transmission Provider, in accordance with Article 11.5 by the dates
specified in Appendix B, Milestones.






	5.7	 	Work Progress. Transmission Owner and Interconnection Customer will keep each other and
Transmission Provider advised periodically as to the progress of their respective design,
procurement and construction efforts. Either Transmission Owner or Interconnection Customer
may, at any time, request a progress report from the other, with a copy to be provided to the
other Parties. If, at any time, the Interconnection Customer determines that the completion
of the Transmission Owner’s Interconnection Facilities, Network Upgrades, or Transmission
Owner’s System Protection Facilities will not be required until after the specified In-Service
Date, the Interconnection Customer will provide written notice to the Transmission Provider
and Transmission Owner of such later date upon which the completion of the Transmission
Owner’s Interconnection Facilities, Network Upgrades or Transmission Owner’s System Protection
Facilities will be required. The Transmission Owner may delay the In-Service Date of its
facilities accordingly.
	 
	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




 









 











Original Sheet No. 26





Interconnection Facilities and compatibility of the Interconnection Facilities with the



Transmission System or Distribution System, as applicable, and shall work diligently and in
good faith to make any necessary design changes.




	5.9	 	Limited Operation. If any of the Transmission Owner’s Interconnection Facilities, Network
Upgrades, or Transmission Owner’s System Protection Facilities, Distribution Upgrades or
Generator Upgrades are not reasonably expected to be completed prior to the Commercial
Operation Date of the Generating Facility, Transmission Provider shall, upon the request and
at the expense of Interconnection Customer, perform Operating Studies on a timely basis to
determine the extent to which the Generating Facility and the Interconnection Customer
Interconnection Facilities may operate prior to the completion of the Transmission Owner’s
Interconnection Facilities, Network Upgrades, Transmission Owner’s System Protection
Facilities, Distribution Upgrades or Generator Upgrades consistent with Applicable Laws and
Regulations, Applicable Reliability Standards, Good Utility Practice, and this LGIA.
Transmission Provider and Transmission Owner shall permit Interconnection Customer to operate
the Generating Facility and the Interconnection Customer’s Interconnection Facilities in
accordance with the results of such studies; provided, however, such studies reveal that such
operation may occur without detriment to the Transmission System as then configured and in
accordance with the safety requirements of Transmission Owner and any Governmental Authority.
	 
	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.






	 	5.10.1	 	Interconnection Customer’s Interconnection Facility Specifications. Interconnection
Customer shall submit initial design and specifications for the ICIF, including
Interconnection Customer’s System Protection Facilities, to Transmission Provider and
Transmission Owner at least one hundred eighty (180) Calendar Days prior to the Initial
Synchronization Date; and final design and specifications for review and comment at
least ninety (90) Calendar Days prior to the Initial Synchronization Date.
Transmission Provider at Transmission Provider’s option, and Transmission Owner shall
review such specifications to ensure that the ICIF are compatible with their respective
technical specifications, operational control, and safety requirements and comment on
such design and specifications within thirty (30) Calendar Days of Interconnection
Customer’s submission. All specifications provided hereunder shall be deemed
confidential.
	 
	 	5.10.2	 	Transmission Provider’s and Transmission Owner’s Review. Transmission Provider’s and
Transmission Owner’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 Transmission Provider




 









 











Original Sheet No. 27





and Transmission Owner, in accordance with Good
Utility Practice, to ensure
that the ICIF are compatible with the technical specifications, operational
control and safety requirements of Transmission Provider and Transmission Owner.




	 	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, the Interconnection Customer shall deliver to the Transmission Provider and
Transmission Owner “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 the 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 Transmission
Provider and Transmission Owner with Interconnection Customer’s specifications for the
excitation system, automatic voltage regulator, Generating Facility control and
protection settings, transformer tap settings, and communications, if applicable.






	5.11	 	Transmission Owner’s Interconnection Facilities Construction. The Transmission Owner’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, the
Transmission Owner shall deliver to the Transmission Provider and Interconnection Customer the
following “as-built” drawings, information and documents for the Transmission Owner’s
Interconnection Facilities specified in Appendix C to this LGIA.
	 
	 	 	Such drawings, information and documents shall be deemed Confidential Information.
	 
	 	 	Upon completion, the Transmission Owner’s Interconnection Facilities and Stand Alone Network
Upgrades shall be under the control of the Transmission Provider or its designated
representative.
	 
	5.12	 	Access Rights. Upon reasonable notice by a Party, and subject to any required or necessary
regulatory approvals, a Party (“Granting Party”) shall furnish at no cost to the other Party
(“Access Party”) any rights of use, licenses, rights of way and easements with respect to
lands owned or controlled by the Granting Party, its agents (if allowed under the applicable
agency agreement), or any Affiliate, that are necessary to enable the Access Party to obtain
ingress and egress to construct, operate, maintain, repair, test (or witness testing),
inspect, replace or remove facilities and equipment to: (i) interconnect the Generating
Facility with the Transmission System; (ii) operate and maintain the




 









 











Original Sheet No. 28





Generating Facility, the
Interconnection Facilities and the Transmission System; and (iii)
disconnect or remove the Access Party’s facilities and equipment upon termination of this
LGIA. In exercising such licenses, rights of way and easements, the Access Party shall not
unreasonably disrupt or interfere with normal operation of the Granting Party’s business and
shall adhere to the safety rules and procedures established in advance, as may be changed
from time to time, by the Granting Party and provided to the Access Party.




	5.13	 	Lands of Other Property Owners. If any part of the Transmission Owner’s Interconnection
Facilities, Network Upgrades, and/or Distribution Upgrades is to be installed on property
owned by persons other than Interconnection Customer or Transmission Owner, the Transmission
Owner shall at Interconnection Customer’s expense use efforts, similar in nature and extent to
those that it typically undertakes on its own behalf or on behalf of its Affiliates, including
use of its eminent domain authority to the extent permitted and consistent with Applicable
Laws and Regulations and, to the extent consistent with such Applicable Laws and Regulations,
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 the Transmission
Owner’s Interconnection Facilities, Network Upgrades and/or Distribution Upgrades upon such
property.
	 
	5.14	 	Permits. Transmission Provider or Transmission Owner and Interconnection Customer shall
cooperate with each other in good faith in obtaining all permits, licenses and authorizations
that are necessary to accomplish the interconnection in compliance with Applicable Laws and
Regulations. With respect to this paragraph, Transmission Owner shall provide permitting
assistance to the Interconnection Customer comparable to that provided to the Transmission
Owner’s own, or an Affiliate’s generation, to the extent that Transmission Owner or its
Affiliate owns generation.
	 
	5.15	 	Early Construction of Base Case Facilities. Interconnection Customer may request
Transmission Owner to construct, and Transmission Owner shall construct, using Reasonable
Efforts to accommodate Interconnection Customer’s In-Service Date, all or any portion of any
Network Upgrades, Transmission Owner’s System Protection Facilities or Distribution Upgrades
required for Interconnection Customer to be interconnected to the Transmission or Distribution
System, as applicable, which are included in the Base Case of the Interconnection Facilities
Study for the 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. Any such Network Upgrades,
System Protection Facilities or Distribution Upgrades are included in the facilities to be
constructed and as set forth in Appendix A to this LGIA.
	 
	5.16	 	Suspension.






	 	5.16.1	 	Interconnection Customer’s Right to Suspend; Obligations. Provided that such
suspension is permissible under the authorizations, permits or approvals




 









 











Original Sheet No. 29





granted for
the construction of such Interconnection Facilities, Network Upgrades
or Stand Alone Network Upgrades, Interconnection Customer reserves the right upon
written notice to Transmission Provider and Transmission Owner, to suspend at any
time all work by Transmission Owner associated with the construction and
installation of Transmission Owner’s Interconnection Facilities, Network Upgrades,
Transmission Owner’s System Protection Facilities, Distribution Upgrades and/or
Generator Upgrades required under this LGIA with the condition that the Transmission
or Distribution System, as applicable, shall be left in a safe and reliable
condition in accordance with Good Utility Practice and the Transmission Provider’s
and Transmission Owner’s safety and reliability criteria. In such event,
Interconnection Customer shall be responsible for all reasonable and necessary costs
which Transmission Provider and Transmission Owner (i) have incurred pursuant to
this LGIA prior to the suspension and (ii) incur in suspending such work, including
any costs incurred to perform such work as may be necessary to ensure the safety of
persons and property and the integrity of the Transmission or Distribution System,
as applicable, during such suspension and, if applicable, any costs incurred in
connection with the cancellation or suspension of material, equipment and labor
contracts which Transmission Provider and Transmission Owner cannot reasonably
avoid; provided, however, that prior to canceling or suspending any such material,
equipment or labor contract, Transmission Provider and Transmission Owner shall
obtain Interconnection Customer’s authorization to do so.




Transmission Provider and Transmission Owner shall each invoice Interconnection
Customer for such costs pursuant to Article 12 and shall use Reasonable Efforts to
minimize its costs. In the event Interconnection Customer suspends work by
Transmission Owner required under this LGIA pursuant to this Article 5.16, and has
not requested Transmission Owner to recommence the work required under this LGIA on
or before the expiration of three (3) years following commencement of such
suspension, this LGIA shall be deemed terminated. The three-year period shall begin
on the date the suspension is requested, or the date of the written notice to
Transmission Provider, if no effective date is specified.




	 	5.16.2	 	Effect of Missed Interconnection Customer Milestones. If Interconnection Customer
fails to provide notice of suspension pursuant to Article 5.16, and Interconnection
Customer fails to fulfill or complete any Interconnection Customer Milestone provided
in Appendix B (“Milestone”), this constitutes a Breach under this LGIA. Depending upon
the consequences of the Breach and effectiveness of the cure pursuant to Article 17,
the Transmission Owners’ Milestones may be revised, following consultation with the
Interconnection Customer, consistent with Reasonable Efforts, and in consideration of
all relevant circumstances. Parties shall employ Reasonable Efforts to maintain their
remaining respective Milestones.
	 
	 	5.16.3	 	Effect of Suspension; Parties Obligations. In the event that Interconnection
Customer suspends work pursuant to this Article 5.16, all construction duration,




 









 











Original Sheet No. 30





timelines and schedules set forth in Appendix B shall be suspended during the
period of suspension. Should Interconnection Customer request that work be
recommenced, Transmission Owner shall be obligated to proceed with Reasonable
Efforts and in consideration of all relevant circumstances including regional outage
schedules, construction availability and material procurement in performing the work
as described in Appendix A and Appendix B. Transmission Owner will provide
Interconnection Customer with a revised schedule for the design, procurement,
construction, installation and testing of the Transmission Owner’s Interconnection
Facilities and Network Upgrades. Upon any suspension by Interconnection Customer
pursuant to Article 5.16, Interconnection Customer shall be responsible for only
those costs specified in this Article 5.16.




	5.17	 	Taxes.






	 	5.17.1	 	Interconnection Customer Payments Not Taxable. The Parties intend that all payments
or property transfers made by Interconnection Customer to Transmission Owner for the
installation of the Transmission Owner’s Interconnection Facilities, Network Upgrades,
Transmission Owner’s System Protection Facilities, Distribution Upgrades and Generator
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 Transmission System, (ii) for income tax
purposes, the amount of any payments and the cost of any property transferred to the
Transmission Owner for the Transmission Owner’s Interconnection Facilities will be
capitalized by Interconnection Customer as an intangible asset and recovered using the
straight-line method over a useful life of twenty (20) years, and (iii) any portion of
the Transmission Owner’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 Transmission Owner’s request, Interconnection Customer shall provide
Transmission Owner with a report from an independent engineer confirming its
representation in clause (iii), above, with a copy to Transmission Provider.
Transmission Owner represents and covenants that the cost of the Transmission




 









 











Original Sheet No. 31





Owner’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 Upon Transmission
Owner. Notwithstanding Article 5.17.1, Interconnection Customer shall protect,
indemnify and hold harmless Transmission Owner from the cost consequences of any tax
liability imposed against Transmission Owner as the result of payments or property
transfers made by Interconnection Customer to Transmission Owner under this LGIA for
Interconnection Facilities, as well as any interest and penalties, other than interest
and penalties attributable to any delay caused by Transmission Owner.
	 
	 	 	 	Transmission Owner shall not include a gross-up for the cost consequences of any
current tax liability in the amounts it charges Interconnection Customer under
this LGIA unless (i) Transmission Owner has determined, in good faith, that the
payments or property transfers made by Interconnection Customer to Transmission
Owner should be reported as income subject to taxation or (ii) any Governmental
Authority directs Transmission Owner to report payments or property as income
subject to taxation; provided, however, that Transmission Owner may
require Interconnection Customer to provide security for Interconnection
Facilities, in a form reasonably acceptable to Transmission Owner (such as a
parental guarantee or a letter of credit), in an amount equal to the cost
consequences or any current tax liability under this Article 5.17. Interconnection
Customer shall reimburse Transmission Owner for such costs on a fully grossed-up
basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of
receiving written notification from Transmission Owner 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 the Transmission Owner upon request of the
IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a
subsequent taxable event and the payment of any related indemnification
obligations as contemplated by this Article 5.17.
	 
	 	5.17.4	 	Tax Gross-Up Amount. Interconnection Customer’s liability for the cost consequences
of any current tax liability under this Article 5.17 shall be calculated on a fully
grossed-up basis. Except as may otherwise be agreed to by the parties, this means that
Interconnection Customer will pay Transmission Owner, in addition to the amount paid
for the Interconnection Facilities, Network Upgrades, Transmission Owner’s System
Protection Facilities, and/or Distribution Upgrades, an amount equal to (1) the current
taxes imposed on Transmission Owner (“Current Taxes”) on the excess of (a) the gross
income realized by Transmission Owner as a result of payments or property transfers
made by Interconnection Customer to Transmission Owner under this LGIA (without regard
to any payments under this Article 5.17) (the “Gross Income




 









 











Original Sheet No. 32





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
the Transmission Owner to receive and retain, after the payment of all Current
Taxes, an amount equal to the net amount described in clause (1).




For this purpose, (i) Current Taxes shall be computed based on Transmission
Owner’s composite federal and state tax rates at the time the payments or property
transfers are received and Transmission Owner will be treated as being subject to
tax at the highest marginal rates in effect at that time (the “Current Tax Rate”),
and (ii) the Present Value Depreciation Amount shall be computed by discounting
Transmission Owner’s anticipated tax depreciation deductions as a result of such
payments or property transfers by Transmission Owner’s current weighted average
cost of capital. Thus, the formula for calculating Interconnection Customer’s
liability to Transmission Owner pursuant to this Article 5.17.4 can be expressed
as follows: (Current Tax Rate x (Gross Income Amount — Present Value of Tax
Depreciation))/(1-Current Tax Rate). Interconnection Customer’s estimated tax
liability in the event taxes are imposed shall be stated in Appendix A,
Interconnection Facilities, Network Upgrades and Distribution Upgrades.




	 	5.17.5	 	Private Letter Ruling or Change or Clarification of Law. At Interconnection
Customer’s request and expense, Transmission Owner shall file with the IRS a request
for a private letter ruling as to whether any property transferred or sums paid, or to
be paid, by Interconnection Customer to Transmission Owner under this LGIA are subject
to federal income taxation. Interconnection Customer will prepare the initial draft of
the request for a private letter ruling, and will certify under penalties of perjury
that all facts represented in such request are true and accurate to the best of
Interconnection Customer’s knowledge. Transmission Owner and Interconnection Customer
shall cooperate in good faith with respect to the submission of such request.
	 
	 	 	 	Transmission Owner shall keep Interconnection Customer fully informed of the
status of such request for a private letter ruling and shall execute either a
privacy act waiver or a limited power of attorney, in a form acceptable to the
IRS, that authorizes Interconnection Customer to participate in all discussions
with the IRS regarding such request for a private letter ruling. Transmission
Owner shall allow Interconnection Customer to attend all meetings with IRS
officials about the request and shall permit Interconnection Customer to prepare
the initial drafts of any follow-up letters in connection with the request.
	 
	 	5.17.6	 	Subsequent Taxable Events. If, within 10 years from the date on which the relevant
Transmission Owner’s Interconnection Facilities are placed in service, (i)
Interconnection Customer Breaches the covenant contained in Article 5.17.2, (ii) a
“disqualification event” occurs within the meaning of IRS Notice 88-129, or (iii) this
LGIA terminates and Transmission Owner retains ownership of the




 









 











Original Sheet No. 33





Interconnection Facilities, Network Upgrades, Transmission Owner’s System
Protection Facilities, and/or Distribution Upgrades, the Interconnection Customer
shall pay a tax gross-up for the cost consequences of any current tax liability
imposed on Transmission Owner, calculated using the methodology described in
Article 5.17.4 and in accordance with IRS Notice 90-60.




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




 









 











Original Sheet No. 34





terms of this LGIA is not subject to federal income taxation, (b) any legislative
change or administrative announcement, notice, ruling or other determination makes
it reasonably clear to Transmission Owner in good faith that any amount paid or
the value of any property transferred by Interconnection Customer to Transmission
Owner under the terms of this LGIA is not taxable to Transmission Owner, (c) any
abatement, appeal, protest, or other contest results in a determination that any
payments or transfers made by Interconnection Customer to Transmission Owner are
not subject to federal income tax, or (d) if Transmission Owner receives a refund
from any taxing authority for any overpayment of tax attributable to any payment
or property transfer made by Interconnection Customer to Transmission Owner
pursuant to this LGIA, Transmission Owner shall promptly refund to Interconnection
Customer the following:




(i) any payment made by Interconnection Customer under this Article 5.17 for
taxes that is attributable to the amount determined to be non-taxable,
together with interest thereon,




(ii) interest on any amounts paid by Interconnection Customer to
Transmission Owner for such taxes which Transmission Owner did not submit to
the taxing authority, calculated in accordance with the methodology set
forth in 18 C.F.R. Section 35.19a(a)(2)(iii) from the date payment was made
by Interconnection Customer to the date Transmission Owner refunds such
payment to Interconnection Customer, and




(iii) with respect to any such taxes paid by Transmission Owner, any refund
or credit Transmission Owner 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 the Transmission
Owner for such overpayment of taxes (including any reduction in interest
otherwise payable by Transmission Owner to any Governmental Authority
resulting from an offset or credit); provided, however, that
Transmission Owner will remit such amount promptly to Interconnection
Customer only after and to the extent that Transmission Owner has received a
tax refund, credit or offset from any Governmental Authority for any
applicable overpayment of income tax related to the Transmission Owner’s
Interconnection Facilities. The intent of this provision is to leave both
parties, to the extent practicable, in the event that no taxes are due with
respect to any payment for Interconnection Facilities and Network Upgrades
hereunder, in the same position they would have been in had no such tax
payments been made.




	 	5.17.9	 	Taxes Other Than Income Taxes. Upon the timely request by Interconnection Customer,
and at Interconnection Customer’s sole expense, Transmission Owner shall appeal,
protest, seek abatement of, or otherwise contest any tax (other than federal or state
income tax) asserted or assessed against




 









 











Original Sheet No. 35





Transmission Owner for which Interconnection Customer may be required to reimburse
Transmission Owner under the terms of this LGIA. Interconnection Customer shall
pay to Transmission Owner on a periodic basis, as invoiced by Transmission Owner,
Transmission Owner’s documented reasonable costs of prosecuting such appeal,
protest, abatement, or other contest. Interconnection Customer and Transmission
Owner shall cooperate in good faith with respect to any such contest. Unless the
payment of such taxes is a prerequisite to an appeal or abatement or cannot be
deferred, no amount shall be payable by Interconnection Customer to Transmission
Owner for such taxes until they are assessed by a final, non-appealable order by
any court or agency of competent jurisdiction. In the event that a tax payment is
withheld and ultimately due and payable after appeal, Interconnection Customer
will be responsible for all taxes, interest and penalties, other than penalties
attributable to any delay caused by Transmission Owner.




	5.18	 	Tax Status. Each Party shall cooperate with the other Parties to maintain each Party’s tax
status. Nothing in this LGIA is intended to adversely affect any Party’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 another
Party’s facilities, that Party shall provide to the other Parties sufficient
information regarding such modification so that the other Parties may evaluate the
potential impact of such modification prior to commencement of the work. Such
information shall be deemed to be Confidential Information hereunder and shall include
information concerning the timing of such modifications and whether such modifications
are expected to interrupt the flow of electricity from the Generating Facility. The
Party desiring to perform such work shall provide the relevant drawings, plans, and
specifications to the other Parties 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, Transmission Provider shall provide,
within thirty (30) Calendar Days (or such other time as the Parties may agree), an
estimate of any additional modifications to the Transmission or Distribution System
as applicable, Transmission Owner’s Interconnection Facilities, Network Upgrades,
Transmission Owner’s System Protection Facilities, and/or Distribution Upgrades
necessitated by such Interconnection Customer modification and a good faith estimate
of the costs thereof.




 









 











Original Sheet No. 36





	 	5.19.2	 	Standards. Any additions, modifications, or replacements made to a Party’s
facilities shall be designed, constructed and operated in accordance with this LGIA and
Good Utility Practice.
	 
	 	5.19.3	 	Modification Costs. Interconnection Customer shall not be directly assigned the
costs of any additions, modifications, or replacements that Transmission Owner makes to
the Transmission Owner’s Interconnection Facilities, Network Upgrades, Transmission
Owner’s System Protection Facilities, Distribution Upgrades, or the Transmission or
Distribution System, as applicable, to facilitate the interconnection of a third party
to the Transmission Owner’s Interconnection Facilities or the Transmission or
Distribution System, as applicable, or to provide transmission service to a third party
under the Tariff. Interconnection Customer shall be responsible for the costs of any
additions, modifications, or replacements to the 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, the Transmission Owner shall test the Transmission Owner’s Interconnection Facilities,
Network Upgrades, Transmission Owner’s System Protection Facilities and Distribution Upgrades,
and Interconnection Customer shall test each electric production device at the Generating
Facility, Interconnection Customer’s System Protection Facilities and the Interconnection
Customer’s Interconnection Facilities to ensure their safe and reliable operation. Similar
testing may be required after initial operation. Transmission Owner and Interconnection
Customer shall make any modifications to their respective 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.
	 
	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 Transmission or Distribution System, as applicable, in a safe and
reliable manner. Each Party shall have the right, upon advance written notice, to require
reasonable additional testing of the Interconnection Facilities, at the requesting Party’s
expense, as may be in accordance with Good Utility Practice.




 









 











Original Sheet No. 37





	6.3	 	Right to Observe Testing. Each Party shall notify the other Parties in advance of its
performance of tests of its Interconnection Facilities. The other Parties shall each have 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 Transmission Owner’s and Interconnection Customer’s tests and/or inspection of any of
their respective System Protection Facilities and other protective equipment, including power
system stabilizers; (ii) review the settings of the System Protection Facilities and other
protective equipment; and (iii) review the 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 Parties. 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 LGIA.





ARTICLE 7. METERING





	7.1	 	General. Each Party shall comply with the Applicable Reliability Council requirements.
Unless otherwise agreed by the Parties, Transmission Owner, at its election, or otherwise the
Interconnection Customer, shall install Metering Equipment (the “Metering Party”) at the Point
of Interconnection prior to any operation of the Generating Facility and Transmission Owner,
at its election, or otherwise the Interconnection Customer shall own, operate, test and
maintain such Metering Equipment. Power flows to and from the Generating Facility shall be
measured at or, at the Metering Party’s option, compensated to, the Point of Interconnection.
The Metering Party shall provide metering quantities, in analog and/or digital form, to the
other Parties upon request. Interconnection Customer shall bear all reasonable documented
costs associated with the purchase, installation, operation, testing and maintenance of the
Metering Equipment.
	 
	7.2	 	Check Meters. Interconnection Customer, at its option and expense, may install and operate,
on its premises and on its side of the Point of Interconnection, one or more check meters to
check the Metering Equipment owned by the Metering Party. Such check meters shall be for
check purposes only and shall not be used for the measurement of power flows for purposes of
this LGIA, except as provided in Article 7.4 below. The check meters shall be subject at all
reasonable times to inspection and examination by Transmission Provider, Transmission Owner or
their designees. The installation, operation and maintenance thereof shall be performed
entirely by Interconnection Customer in accordance with Good Utility Practice.
	 
	7.3	 	Standards. The Metering Party shall install, calibrate, and test revenue quality Metering
Equipment in accordance with applicable ANSI standards.




 









 











Original Sheet No. 38





	7.4	 	Testing of Metering Equipment. The Metering Party shall inspect and test Metering Equipment
upon installation and at least once every two (2) years thereafter. If requested to do so by
a Party, the Metering Party shall, at the requesting Party’s expense, inspect or test Metering
Equipment more frequently than every two (2) years. The Metering Party shall give reasonable
notice to the other Parties of the time when any inspection or test shall take place, and the
other Parties may have representatives present at the test or inspection. If at any time
Metering Equipment is found to be inaccurate or defective, it shall be adjusted, repaired or
replaced at Interconnection Customer’s expense, in order to provide accurate metering, unless
the inaccuracy or defect is due to the Metering Party’s failure to maintain, then the Metering
Party shall pay. If Metering Equipment fails to register, or if the measurement made by
Metering Equipment during a test varies by more than two percent (2%) from the measurement
made by the standard meter used in the test, the Metering Party shall adjust the measurements
by correcting all measurements for the period during which Metering Equipment was in error by
using Interconnection Customer’s check meters, if installed. If no such check meters are
installed or if the period cannot be reasonably ascertained, the adjustment shall be for the
period immediately preceding the test of the Metering Equipment equal to one-half the time
from the date of the previous test of the Metering Equipment.
	 
	7.5	 	Metering Data. At Interconnection Customer’s expense, the metered data shall be telemetered
to one or more locations designated by Transmission Provider and Transmission Owner and one or
more locations designated by Interconnection Customer. Such telemetered data shall be used,
under normal operating conditions, as the official measurement of the amount of energy
delivered from the Generating Facility to the Point of Interconnection.





ARTICLE 8. COMMUNICATIONS





	8.1	 	Interconnection Customer Obligations. Interconnection Customer shall maintain satisfactory
operating communications with Transmission Provider’s Transmission System dispatcher or
representative designated by Transmission Provider. Interconnection Customer shall provide
standard voice line, dedicated voice line and facsimile communications at its Generating
Facility control room or central dispatch facility through use of either the public telephone
system, or a voice communications system that does not rely on the public telephone system.
Interconnection Customer shall also provide the dedicated data circuit(s) necessary to provide
Interconnection Customer data to Transmission Provider as set forth in Appendix D, Security
Arrangements Details. The data circuit(s) shall extend from the Generating Facility to the
location(s) specified by Transmission Provider. Any required maintenance of such
communications equipment shall be performed by and at the cost of 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.




 









 











Original Sheet No. 39





	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
both Parties, shall be installed by Interconnection Customer, or by Transmission Owner at
Interconnection Customer’s expense, to gather accumulated and instantaneous data to be
telemetered to the location(s) designated by Transmission Owner and Transmission Provider
through use of a dedicated point-to-point data circuit(s) as indicated in Article 8.1. The
communication protocol for the data circuit(s) shall be specified by Transmission Owner and
Transmission Provider. Instantaneous bi-directional analog real power and reactive power flow
information must be telemetered directly to the location(s) specified by Transmission Provider
and Transmission Owner.
	 
	 	 	Each Party will promptly advise the other Parties if it detects or otherwise learns of any
metering, telemetry or communications equipment errors or malfunctions that require the
attention and/or correction. The Party owning such equipment shall correct such error or
malfunction as soon as reasonably feasible.
	 
	8.3	 	No Annexation. Any and all equipment placed on the premises of a Party shall be and remain
the property of the Party providing such equipment regardless of the mode and manner of
annexation or attachment to real property, unless otherwise mutually agreed by the Parties.





ARTICLE 9. OPERATIONS





	9.1	 	General. Each Party shall comply with the Applicable Reliability Council requirements. Each
Party shall provide to any Party all information that may reasonably be required by that 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, the
Interconnection Customer shall notify the Transmission Provider and Transmission Owner in
writing of the Control Area in which the Generating Facility will be located. If the
Interconnection Customer elects to locate the Generating Facility through dynamic
metering/scheduling 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 LGIA, and remote Control Area generator interchange agreements, if
applicable, and the appropriate measures under such agreements, shall be executed and
implemented prior to the placement of the Generating Facility in the other Control Area.
	 
	9.3	 	Transmission Provider and Transmission Owner Obligations. Transmission Provider shall cause
the Transmission System and the Transmission Owner’s Interconnection Facilities to be
operated, maintained and controlled in a safe and reliable manner in accordance with this
LGIA. Transmission Provider, or its designee, may provide operating instructions to
Interconnection Customer consistent with this LGIA and




 









 











Original Sheet No. 40





Transmission Provider’s and, if applicable, Transmission Owner’s operating protocols and
procedures as they may change from time to time. Transmission Provider will consider
changes to its operating protocols and procedures proposed by Interconnection Customer.




	9.4	 	Interconnection Customer Obligations. Interconnection Customer shall at its own expense
operate, maintain and control the Generating Facility and the Interconnection Customer’s
Interconnection Facilities in a safe and reliable manner and in accordance with this LGIA.
The Generating Facility must be operated in accordance with the operating limits, if any, in
the Interconnection Facilities Study and specified in Appendix C of this LGIA.
Interconnection Customer shall operate the Generating Facility and the Interconnection
Customer’s Interconnection Facilities in accordance with all applicable requirements of the
Transmission Provider or its designated Control Area Operator of which the Generating Facility
is part, as such requirements are set forth in Appendix C, Interconnection Details, of this
LGIA. Appendix C, Interconnection Details, will be modified to reflect changes to the
requirements as they may change from time to time. Any Party may request that a Party provide
copies of the requirements set forth in Appendix C, Interconnection Details, of this LGIA.
	 
	9.5	 	Start-Up and Synchronization. Consistent with the Parties’ mutually acceptable procedures,
the Interconnection Customer is responsible for the proper synchronization of the Generating
Facility to the Transmission or Distribution System, as applicable.
	 
	9.6	 	Reactive Power.






	 	9.6.1	 	Power Factor Design Criteria. Interconnection Customer shall design the
Generating Facility to be capable of maintaining a composite power delivery at
continuous rated power output at the Point of Interconnection at all power factors over
0.95 leading to 0.95 lagging, unless Transmission Provider has established different
requirements that apply to all generators in the Control Area on a comparable basis.
The applicable Control Area power factor requirements are listed on the Transmission
Provider’s website at http://www.midwestmarket.org/page/Generator+Interconnection and
may be referenced in the Appendices to this LGIA. The Generating Facility shall be
capable of continuous dynamic operation throughout the power factor design range as
measured at the Point of Interconnection. Such operation shall account for the net
effect of all energy production devices on the Interconnection Customer’s side of the
Point of Interconnection. The requirements of this Article 9.6.1 shall not apply to
wind generators.
	 
	 	9.6.2	 	Voltage Schedules. Once the Interconnection Customer has
synchronized the Generating Facility with the Transmission System, Transmission
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), to maintain the output voltage or power factor at the Point of




 









 











Original Sheet No. 41





Interconnection as specified by the Transmission Provider. Transmission
Provider’s voltage schedules shall treat all sources of reactive power in
the Control Area in an equitable and not unduly discriminatory manner.
Transmission Provider shall exercise Reasonable Efforts to provide
Interconnection Customer with such schedules at least one (1) day in
advance, and may make changes to such schedules as necessary to maintain the
reliability of the Transmission or Distribution System as applicable.
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 Transmission Provider’s system operator, or its designated
representative.




	 	9.6.2.1	 	Governors and Regulators. Whenever the Generating Facility is
operated in parallel with the Transmission or Distribution System as
applicable 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, the
Interconnection Customer shall immediately notify Transmission
Provider’s system operator, or its designated representative, and
ensure 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
Transmission or Distribution System, as applicable, 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 ANSI/IEEE Standard
C37.106, or such other standard as applied to other generators in
the Control Area on a comparable basis.






	 	9.6.3	 	Payment for Reactive Power. Payments for reactive power shall
be pursuant to any tariff or rate schedule filed by the Transmission Provider
and approved by the FERC.






	9.7	 	Outages and Interruptions.






	 	9.7.1	 	Outages.




 









 











Original Sheet No. 42





	 	9.7.1.1	 	Outage Authority and Coordination. Interconnection Customer and
Transmission Owner may each in accordance with Good Utility Practice in
coordination with the other Party and Transmission Provider remove from service
any of its respective Interconnection Facilities, System Protection Facilities,
Network Upgrades, System Protection Facilities or Distribution 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 notify one another and 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 Parties of such removal.
	 
	 	9.7.1.2	 	Outage Schedules. The Transmission Provider shall post scheduled outages of
transmission facilities on the OASIS. Interconnection Customer shall submit
its planned maintenance schedules for the Generating Facility to Transmission
Provider and Transmission Owner for a minimum of a rolling twenty-four month
period in accordance with the Transmission Provider’s procedures.
Interconnection Customer shall update its planned maintenance schedules as
necessary. Transmission Provider may request Interconnection Customer to
reschedule its maintenance as necessary to maintain the reliability of the
Transmission System; provided, however, adequacy of generation supply shall not
be a criterion in determining Transmission System reliability. Transmission
Provider shall compensate, pursuant to applicable Transmission Provider tariff
or rate schedule, Interconnection Customer for any additional direct costs that
the 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 the Interconnection Customer
would have incurred absent the Transmission Provider’s request to reschedule
maintenance. Interconnection Customer will not be eligible to receive
compensation, if during the twelve (12) months prior to the date of the
scheduled maintenance, the Interconnection Customer had modified its schedule
of maintenance activities.
	 
	 	 	 	Costs shall be determined by negotiation between the Transmission Provider
and Interconnection Customer prior to implementation of the voluntary
change in outage schedules, or if such request is made by or on behalf of
a Transmission Customer requesting firm service, costs and recovery of
costs shall be determined through a bilateral agreement between the
Transmission Customer and the Interconnection Customer. Voluntary changes
to outage schedules under this Article 9.7.1.2 are separate from actions
and compensation required under Article 13 and






 











 





Original Sheet No. 43





	 	 	 	for which costs are recovered in accordance with Transmission Provider’s
applicable tariff or rate schedule.
	 
	 	9.7.1.3	 	Outage Restoration. If an outage on either the Interconnection Customer’s
or Transmission Owner’s Interconnection Facilities, Network Upgrades, System
Protection Facilities or Distribution Upgrades adversely affects a Party’s
operations or facilities, the Party that owns or controls the facility that is
out of service shall use Reasonable Efforts to promptly restore such
facility(ies) to a normal operating condition consistent with the nature of the
outage. The Party that owns or controls the facility that is out of service
shall provide the other Parties, 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 to the other Parties
explaining the nature of the outage.






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






	 	9.7.2.1	 	The interruption or reduction shall continue only for so long as reasonably
necessary under Good Utility Practice;
	 
	 	9.7.2.2	 	Any such interruption or reduction shall be made on an equitable,
non-discriminatory basis with respect to all generating facilities directly
connected to the Transmission or Distribution System, as applicable;
	 
	 	9.7.2.3	 	When the interruption or reduction must be made under circumstances which do
not allow for advance notice, Transmission Provider shall notify
Interconnection Customer by telephone as soon as practicable of the reasons for
the curtailment, interruption, or reduction, and, if known, its expected
duration. Telephone notification shall be followed by written notification as
soon as practicable;
	 
	 	9.7.2.4	 	Except during the existence of an Emergency Condition, when the interruption
or reduction can be scheduled without advance notice, Transmission Provider
shall notify Interconnection Customer in advance regarding the timing of such
scheduling and further notify Interconnection Customer of the expected
duration. Transmission
Provider shall coordinate with the Interconnection Customer using Good
Utility Practice to schedule the interruption or reduction during periods





 









 










Original Sheet No. 44





	 	 	 	of least impact to the Interconnection Customer, Transmission Owner and
the Transmission 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 Transmission or Distribution System, as applicable to their
normal operating state, consistent with system conditions and Good Utility
Practice.






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






	 	9.7.4.1	 	System Protection Facilities. Interconnection Customer shall, at its
expense, install, operate and maintain its System Protection Facilities as a
part of the Generating Facility or the Interconnection Customer’s
Interconnection Facilities. Transmission Owner shall install at
Interconnection Customer’s expense any Transmission Owner’s System Protection
Facilities that may be required on the Transmission Owner’s Interconnection
Facilities or the Transmission Owner’s transmission or distribution facilities
as a result of the interconnection of the Generating Facility and the
Interconnection Customer’s Interconnection Facilities.
	 
	 	9.7.4.2	 	Interconnection Customer’s and Transmission Owner’s System Protection
Facilities shall be designed and coordinated with Affected Systems in
accordance with Good Utility Practice.
	 
	 	9.7.4.3	 	Each Party shall be responsible for protection of its facilities consistent
with Good Utility Practice.
	 
	 	9.7.4.4	 	Each Party’s protective relay design shall incorporate the necessary test
switches to perform the tests required in Article 6. The required test switches
will be placed such that they allow operation of lockout relays





 









 










Original Sheet No. 45





	 	 	 	while
preventing breaker failure schemes from operating and causing unnecessary
breaker operations and/or the tripping of the Generating Facility.
	 
	 	9.7.4.5	 	Each Party will test, operate and maintain their respective System
Protection Facilities in accordance with Good Utility Practice.
	 
	 	9.7.4.6	 	Prior to the In-Service Date, and again prior to the Commercial Operation
Date, Interconnection Customer or Transmission Owner, or their respective
agents, shall perform a complete calibration test and functional trip test of
the System Protection Facilities. At intervals suggested by Good Utility
Practice and following any apparent malfunction of the System Protection
Facilities, Interconnection Customer or Transmission Owner shall each perform
both calibration and functional trip tests of their respective System
Protection Facilities. These tests do not require the tripping of any
in-service generating unit. These tests do, however, require that all
protective relays and lockout contacts be activated.






	 	9.7.5	 	Requirements for Protection. In compliance with Good Utility Practice,
Interconnection Customer shall provide, install, own, and maintain relays, circuit
breakers and all other devices necessary to remove any fault contribution of the
Generating Facility to any short circuit occurring on the Transmission or Distribution
System, as applicable, not otherwise isolated by Transmission Owner’s equipment, such
that the removal of the fault contribution shall be coordinated with the protective
requirements of the Transmission or Distribution System, as applicable. Such
protective equipment shall include, without limitation, a disconnecting device or
switch with load-interrupting capability located between the Generating Facility and
the Transmission or Distribution System, as applicable, 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 Transmission or Distribution System, as applicable,
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. In the event of a conflict
between ANSI Standard C84.1-1989, and any applicable superseding electric industry
standard, the applicable superseding electric industry standard shall control.





 









 










Original Sheet No. 46





	9.8	 	Switching and Tagging Rules. Prior to the Initial Synchronization Date, each Party shall
provide the other Parties a copy of its switching and tagging rules that are applicable to the
other Parties’ 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 Other 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 Transmission or Distribution System, as applicable, and
shall be used for no other purpose.
	 
	 	9.9.2	 	Other Users. If required by Applicable Laws and Regulations or if the Parties
mutually agree, such agreement not to be unreasonably withheld or delayed, to allow one
or more parties to use the Transmission Owner’s Interconnection Facilities, or any part
thereof, Interconnection Customer will be entitled to compensation for the capital
expenses it incurred in connection with the Interconnection Facilities based upon the
pro rata use of the Interconnection Facilities by Transmission Owner, all non-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
non-party users based upon the pro rata use of the Interconnection Facilities by
Transmission Owner, all non-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 Dispute Resolution pursuant to
Section 12 of the Tariff.






	9.10	 	Disturbance Analysis Data Exchange. The Parties will cooperate with one another in the
analysis of disturbances to either the Generating Facility or the 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




 









 








Original Sheet No. 47





	10.1	 	Transmission Owner Obligations. Transmission Owner shall maintain the Transmission Owner’s
Interconnection Facilities in a safe and reliable manner and in accordance with this LGIA and
all Applicable Laws and Regulations.
	 
	10.2	 	Interconnection Customer Obligations. Interconnection Customer shall maintain the Generating
Facility and the Interconnection Customer’s Interconnection Facilities in a safe and reliable
manner and in accordance with this LGIA and all Applicable Laws and Regulations.
	 
	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 another Party. Each Party shall provide advance
notice to the other Parties 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 non-party and
such non-party pays for such expenses, Interconnection Customer shall be responsible for all
reasonable expenses including overheads, associated with: (1) owning, operating, maintaining,
repairing, and replacing Interconnection Customer’s Interconnection Facilities; and (2)
operation, maintenance, repair and replacement of Transmission Owner’s Interconnection
Facilities to the extent required by the Transmission Owner on a comparable basis.





ARTICLE 11. PERFORMANCE OBLIGATION





	11.1	 	Interconnection Customer’s Interconnection Facilities. Interconnection Customer shall
design, procure, construct, install, own and/or control the Interconnection Customer’s
Interconnection Facilities described in Appendix A at its sole expense.
	 
	11.2	 	Transmission Owner’s Interconnection Facilities. Transmission Owner shall design, procure,
construct, install, own and/or control the Transmission Owner’s Interconnection Facilities
described in Appendix A at the sole expense of the Interconnection Customer.
	 
	11.3	 	Network Upgrades, System Protection Facilities and Distribution Upgrades. Transmission Owner
shall design, procure, construct, install, and own the Network





 









 










Original Sheet No. 48





	 	 	Upgrades, Transmission Owner’s
System Protection Facilities and Distribution Upgrades described in Appendix A. The
Interconnection Customer shall be responsible for all costs related to Distribution Upgrades
and/or Generator Upgrades. Transmission Owner shall provide the Transmission Provider and
Interconnection Customer with written notice pursuant to Article 15 if the Transmission Owner
elects to fund the capital for the Network Upgrades and Transmission Owner’s System Protection
Facilities; otherwise, such facilities, if any, shall be solely funded by the Interconnection
Customer.






	 	11.3.1	 	Contingencies Affecting Network Upgrades, System Protection Facilities and
Distribution Upgrades. Network Upgrades, System Protection Facilities and Distribution
Upgrades that are required to accommodate the Generating Facility may be modified
because (1) a higher queued interconnection request withdrew or was deemed to have
withdrawn, (2) the interconnection agreement associated with a higher queued
interconnection request was terminated prior to the project’s In-Service Date, (3) the
Commercial Operation Date for a higher queued interconnection request is delayed such
that facilities required to accommodate lower queued projects may be altered, (4) the
queue position is reinstated for a higher-queued interconnection request whose queue
position was subject to dispute resolution, (5) changes occur in Transmission Provider
or Transmission Owner equipment design standards or reliability criteria giving rise to
the need for restudy, or (6) the facilities required to accommodate a higher queued
interconnection request were modified constituting a Material Modification pursuant to
Section 4.4 of the LGIP. The higher queued interconnection requests that could impact
the Network Upgrades, System Protection Facilities and Distribution Upgrades required
to accommodate the Generating Facility, and possible Modifications that may result from
the above listed events affecting the higher queued interconnection requests, to the
extent such modifications are reasonably known and can be determined, and estimates of
the costs associated with such required Network Upgrades, System Protection Facilities
and Distribution Upgrades, are provided in Appendix A.
	 
	 	11.3.2	 	Agreement to Restudy. The Interconnection Customer agrees to enter into either an
Interconnection System Impact Study Agreement or Interconnection Facilities Study
Agreement, or both, if at any time before the Network Upgrades, System Protection
Facilities and/or Distribution Upgrades associated with higher queued interconnection
requests are completed, the Transmission Provider determines restudy is required
because one of the contingencies in Article 11.3.1 occurred, and provides notice to
Interconnection Customer. Any restudy shall be performed, as applicable, in accordance
with Sections 6.4, 7.6 and 8.5 of the LGIP. The Parties agree to amend Appendix A to
this LGIA in accordance with Article 30.10 to reflect the results of any restudy
required under this Article 11.3.2.






	11.4	 	Transmission Credits.




 









 











Original Sheet No. 49





	 	11.4.1	 	Repayment of Amounts Advanced for Network Upgrades. Interconnection Customer shall
be entitled to a cash repayment by the Transmission Owner(s) and the Affected System
Owner(s) that own the Network Upgrades, of the amount paid respectively to Transmission
Owner and Affected System Operator, if any, for the Network Upgrades, as provided under
Attachment FF of this Tariff and including any tax gross-up or other tax-related
payments associated with the repayable portion of the Network Upgrades, and not repaid
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 the Tariff and Affected
System’s Tariff for transmission services with respect to the Large Generating
Facility. Any repayment shall include interest calculated in accordance with the
methodology set forth in FERC’s regulations at 18 C.F.R. § 35.19 (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. Interest
shall not accrue during periods in which the Interconnection Customer has suspended
construction pursuant to Article 11 or the Network Upgrades have been determined not to
be needed pursuant to this Article 11.4.1. Interconnection Customer may assign such
repayment rights to any person.
	 
	 	 	 	If the Generating Facility is designated a Network Resource under the Tariff, or
if there are otherwise no incremental payments for Transmission Service resulting
from the use of the Generating Facility by Transmission Customer, and in the
absence of another mutually agreeable payment schedule any repayments provided
under Attachment FF shall be established equal to the applicable rate for Firm
Point-To-Point Transmission Service for the pricing zone where the Network Load is
located multiplied by the portion of the demonstrated output of the Generating
Facility designated as a Network Resource by the Network Customer(s) or in the
absence of such designation, equal to the monthly firm single system-wide rate
defined under Schedule 7 multiplied by the portion of the demonstrated output of
the Generating Facility under contract to Network Customer(s) and consistent with
studies pursuant to Section 3.2.2.2 of the LGIP.
	 
	 	 	 	Notwithstanding the foregoing, as applicable and consistent with the provisions of
Attachment FF of this Tariff, Interconnection Customer, Transmission Provider,
Transmission Owner, and Affected System Operator may adopt any alternative payment
schedule that is mutually agreeable so long as Transmission Owner and Affected
System Operator take one of the following actions no later than five (5) years
from the Commercial Operation Date: (1) return to Interconnection Customer any
amounts advanced for Network Upgrades not previously repaid, or (2) declare in
writing that Transmission Owner 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





 









 










Original Sheet No. 50





	 	 	 	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, Transmission Owner and Affected
System Operator shall at that time reimburse Interconnection Customer for the
remaining applicable amounts that may be refundable pursuant to Attachment FF of
this Tariff that were advanced for the Network Upgrades on their respective
systems as described above. 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 the
reimbursement must be made.






	 	11.4.2	 	Special Provisions for the Transmission Provider as an Affected System. When the
Transmission Owner’s Transmission or Distribution System (including for this Article
11.4.2 independent distribution systems connected to the Transmission System) is an
Affected System for an interconnection in another electric system, the Transmission
Provider will coordinate the performance of Interconnection Studies with the other
system. The Transmission Provider will determine if any Network Upgrades or
Distribution Upgrades, which may be required on the Transmission System as a result of
the interconnection, would not have been needed but for the interconnection. Unless
the Transmission Owner provides, under the interconnection agreement between the
Interconnection Customer and the other system, for the repayment of amounts advanced to
the Transmission Provider or an impacted transmission-owning member(s) of the
Transmission Provider for Network Upgrades, the Interconnection Customer, the
Transmission Provider, and the impacted transmission-owning member(s) shall enter into
an agreement that provides for such repayment by transmission owner(s) as directed by
the Transmission Provider. The agreement shall specify the terms governing payments to
be made by the Interconnection Customer to the Affected System Operator as well as the
payment of refunds by the Affected System Operator.
	 
	 	11.4.3	 	Notwithstanding any other provision of this LGIA, nothing herein shall be construed
as relinquishing or foreclosing any rights, including but not limited to firm
transmission rights, capacity rights, transmission congestion rights, or transmission
credits, that the 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 reimbursement or transmission credits for transmission service that is not
associated with the Generating Facility.






	11.5	 	Provision of Security. Unless otherwise provided in Appendix B, at least thirty (30)
Calendar Days prior to the commencement of the design, procurement, installation, or
construction of a discrete portion of an initial element of the Transmission Owner’s
Interconnection Facilities, Transmission Owner’s System Protection Facilities, Network





 









 










Original Sheet No. 51





	 	 	Upgrades, Distribution Upgrades or Stand-Alone Network Upgrades, or at the request of
Transmission Owner if regulatory approvals are required for the construction of such
facilities, Interconnection Customer shall provide Transmission Owner, at Interconnection
Customer’s selection, a guarantee, a surety bond, letter of credit or other form of security
that is reasonably acceptable to Transmission Owner and is consistent with the Uniform
Commercial Code of the jurisdiction identified in Article 14.2.1. Such security for payment
shall be in an amount sufficient to cover the applicable costs and cost commitments required
of the Party responsible for building the facilities pursuant to the construction schedule
developed in Article 12.1 for designing, engineering, seeking regulatory approval from any
Governmental Authority, constructing, procuring and installing the applicable portion of
Transmission Owner’s Interconnection Facilities, Transmission Owner’s System Protection
Facilities, Network Upgrades, Distribution Upgrades or Stand-Alone Network Upgrades and
shall be reduced on a dollar-for-dollar basis for payments made to Transmission Owner for
these purposes.






	 	 	 	In addition:
	 
	 	11.5.1	 	The guarantee must be made by an entity that meets the creditworthiness requirements
of Transmission Owner, and contain terms and conditions that guarantee payment of any
amount that may be due from Interconnection Customer, up to an agreed-to maximum
amount.
	 
	 	11.5.2	 	The letter of credit must be issued by a financial institution reasonably acceptable
to Transmission Owner and must specify a reasonable expiration date.
	 
	 	11.5.3	 	The surety bond must be issued by an insurer reasonably acceptable to Transmission
Owner and must specify a reasonable expiration date.






	11.6	 	Interconnection Customer Compensation. If Transmission Provider requests or directs
Interconnection Customer to provide a service pursuant to Article 13.4 of this LGIA,
Transmission Provider shall compensate Interconnection Customer in accordance with any tariff
or rate schedule filed by the Transmission Provider and approved by the FERC.





ARTICLE 12. INVOICE





	12.1	 	General. Each Party shall submit to the other Party, on a monthly basis, invoices of amounts
due, if any, 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 LGIA, including
interest payments or credits, shall be netted so that only the net amount remaining due shall
be paid by the owing Party.
	 
	12.2	 	Final Invoice. Within six months after completion of the construction of the Transmission
Owner’s Interconnection Facilities, Transmission Owner’s System





 









 










Original Sheet No. 52





	 	 	Protection Facilities,
Distribution Upgrades and the Network Upgrades, Transmission Owner shall provide an invoice of
the final cost of the construction of the Transmission Owner’s Interconnection Facilities,
Transmission Owner’s System Protection 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. Transmission Owner shall refund, with interest (calculated in
accordance with 18 C.F.R. Section 35.19a(a)(2)(iii), 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 a Party will not constitute a waiver of any rights or claims that Party
may have under this LGIA.
	 
	12.4	 	Disputes. In the event of a billing dispute among the Parties, Transmission Provider shall
continue to provide Interconnection Service under this LGIA as long as Interconnection
Customer: (i) continues to make all payments not in dispute; and (ii) pays to Transmission
Provider or Transmission Owner or into an independent escrow account the portion of the
invoice in dispute, pending resolution of such dispute. If Interconnection Customer fails to
meet these two requirements for continuation of service, then Transmission Provider may or, at
Transmission Owner’s request upon Interconnection Customer’s failure to pay, Transmission
Owner, shall 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 another Party shall pay the amount due with interest calculated in accord with the
methodology set forth in 18 C.F.R. § 35.19a(a)(2)(iii).





ARTICLE 13. EMERGENCIES





	13.1	 	Obligations. Each Party shall comply with the Emergency Condition procedures of the
Transmission Provider, NERC, the Applicable Reliability Council, and Applicable Laws and
Regulations.
	 
	13.2	 	Notice. Transmission Provider or Transmission Owner shall notify the other Parties promptly
when it becomes aware of an Emergency Condition that affects the Transmission Owner’s
Interconnection Facilities or the Transmission or Distribution System, as applicable, that may
reasonably be expected to affect Interconnection Customer’s operation of the Generating
Facility or the Interconnection Customer’s Interconnection Facilities.




 









 











Original Sheet No. 53





	 	 	Interconnection Customer shall notify Transmission Provider and Transmission Owner, which
includes by definition if applicable, the operator of a distribution system, promptly when
it becomes aware of an Emergency Condition that affects the Generating Facility or the
Interconnection Customer’s Interconnection Facilities that may reasonably be expected to
affect the Transmission or Distribution System, as applicable, or the Transmission Owner’s
Interconnection Facilities.
	 
	 	 	To the extent information is known, the notification shall describe the Emergency Condition,
the extent of the damage or deficiency, the expected effect on the operation of
Interconnection Customer’s or Transmission Provider’s or Transmission Owner’s facilities and
operations, its anticipated duration and the corrective action taken and/or to be taken.
The initial notice shall be followed as soon as practicable with written notice.
	 
	13.3	 	Immediate Action. Unless, in a Party’s reasonable judgment, immediate action is required,
the Party exercising such judgment shall notify and obtain the consent of the other Parties,
such consent to not be unreasonably withheld, prior to performing any manual switching
operations at the Generating Facility or the Interconnection Customer’s Interconnection
Facilities in response to an Emergency Condition either declared by the Transmission Provider
or otherwise regarding the Transmission or Distribution System, as applicable.
	 
	13.4	 	Transmission Provider and Transmission Owner Authority.






	 	13.4.1	 	General. Transmission Provider or Transmission Owner may take whatever actions or
inactions with regard to the Transmission System or the Transmission Owner’s
Interconnection Facilities it deems necessary during an Emergency Condition in order to
(i) preserve public health and safety, (ii) preserve the reliability of the
Transmission System or the Transmission Owner’s Interconnection Facilities, (iii) limit
or prevent damage, and (iv) expedite restoration of service.
	 
	 	 	 	Transmission Provider or Transmission Owner shall use Reasonable Efforts to
minimize the effect of such actions or inactions on the Generating Facility or the
Interconnection Customer’s Interconnection Facilities. Transmission Provider or
Transmission Owner 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
the Interconnection Customer to assist with blackstart (if available) or
restoration efforts; or altering the outage schedules of the Generating Facility
and the Interconnection Customer’s Interconnection Facilities. Interconnection
Customer shall comply with all of Transmission Provider’s or Transmission Owner’s
operating instructions concerning Generating Facility real power and
reactive power output within the manufacturer’s design limitations of the





 









 










Original Sheet No. 54





	 	 	 	Generating Facility’s equipment that is in service and physically available for
operation at the time, in compliance with Applicable Laws and Regulations.






	 	13.4.2	 	Reduction and Disconnection. Transmission Provider or Transmission Owner may reduce
Interconnection Service or disconnect the Generating Facility or the
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 Transmission Provider pursuant to the Tariff. When the Transmission
Provider can schedule the reduction or disconnection in advance, Transmission
Provider shall notify Interconnection Customer of the reasons, timing and expected
duration of the reduction or disconnection. Transmission Provider shall coordinate
with the Interconnection Customer and Transmission Owner using Good Utility
Practice to schedule the reduction or disconnection during periods of least impact
to the Interconnection Customer, Transmission Owner and the Transmission Provider.
Any reduction or disconnection shall continue only for so long as reasonably
necessary under Good Utility Practice. The Parties shall cooperate with each
other to restore the Generating Facility, the Interconnection Facilities, and the
Transmission System to their normal operating state as soon as practicable
consistent with Good Utility Practice.






	13.5	 	Interconnection Customer Authority. Consistent with Good Utility Practice and this LGIA and
the LGIP, the Interconnection Customer may take whatever actions or inactions with regard to
the Generating Facility or the 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 the Interconnection Customer’s Interconnection
Facilities, (iii) limit or prevent damage, and (iv) expedite restoration of service.
Interconnection Customer shall use Reasonable Efforts to minimize the effect of such actions
or inactions on the Transmission System and the Transmission Owner’s Interconnection
Facilities. Transmission Provider and Transmission Owner shall use Reasonable Efforts to
assist Interconnection Customer in such actions.
	 
	13.6	 	Limited Liability. Except as otherwise provided in Article 11.6 of this LGIA, no 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.
	 
	13.7	 	Audit. In accordance with Article 25.3, any Party may audit the performance of another Party
when that Party declared an Emergency Condition.





ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW





	14.1	 	Regulatory Requirements. Each Party’s obligations under this LGIA shall be subject to its
receipt of any required approval or certificate from one or more Governmental
Authorities in the form and substance satisfactory to the applying Party, or the Party





 









 










Original Sheet No. 55





	 	 	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 if necessary assist the other Party and use its Reasonable Efforts to obtain such
other approvals. Nothing in this LGIA shall require Interconnection Customer to take any
action that could result in its inability to obtain, or its loss of, status or exemption
under the Federal Power Act, the Public Utility Holding Company Act of 1935, as amended, or
the Public Utility Regulatory Policies Act of 1978.






	14.2	 	Governing Law.






	 	14.2.1	 	The validity, interpretation and performance of this LGIA and each of its provisions
shall be governed by the laws of the state where the Point of Interconnection is
located, without regard to its conflicts of law principles.
	 
	 	14.2.2	 	This LGIA is subject to all Applicable Laws and Regulations.
	 
	 	14.2.3	 	Each Party expressly reserves the right to seek changes in, appeal, or otherwise
contest any laws, orders, rules, or regulations of a Governmental Authority.





ARTICLE 15. NOTICES





	15.1	 	General. Unless otherwise provided in this LGIA, any notice, demand or request required or
permitted to be given by any Party to the other Parties and any instrument required or
permitted to be tendered or delivered by a Party in writing to the other Parties shall be
effective when delivered and may be so given, tendered or delivered, by recognized national
courier, or by depositing the same with the United States Postal Service with postage prepaid,
for delivery by certified or registered mail, addressed to the Party, or personally delivered
to the Party, at the address set out in Appendix F, Addresses for Delivery of Notices and
Billings.
	 
	 	 	Either Party may change the notice information in this LGIA by giving five (5) Business Days
written notice prior to the effective date of the change.
	 
	15.2	 	Billings and Payments. Billings and payments shall be sent to the addresses set out in
Appendix F.
	 
	15.3	 	Alternative Forms of Notice. Any notice or request required or permitted to be given by any
Party to the other and not required by this LGIA 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 Parties 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.




 









 











Original Sheet No. 56




ARTICLE 16. FORCE MAJEURE





	16.1	 	Force Majeure.






	 	16.1.1	 	Economic hardship is not considered a Force Majeure event.
	 
	 	16.1.2	 	A Party shall not be considered to be in Default with respect to any obligation
hereunder, (including obligations under Article 4 and 5), other than the obligation to
pay money when due, if prevented from fulfilling such obligation by Force Majeure. A
Party unable to fulfill any obligation hereunder (other than an obligation to pay money
when due) by reason of Force Majeure shall give notice and the full particulars of such
Force Majeure to the other Parties in writing or by telephone as soon as reasonably
possible after the occurrence of the cause relied upon. Telephone, facsimile or email
notices given pursuant to this Article shall be confirmed in writing as soon as
reasonably possible and shall specifically state full particulars of the Force Majeure,
the time and date when the Force Majeure occurred and when the Force Majeure is
reasonably expected to cease. The Party affected shall exercise Reasonable Efforts to
remove such disability with reasonable dispatch, but shall not be required to accede or
agree to any provision not satisfactory to it in order to settle and terminate a strike
or other labor disturbance.





ARTICLE 17. DEFAULT





	17.1	 	Default






	 	17.1.1	 	General. No Default shall exist where such failure to discharge an obligation (other
than the payment of money) is the result of Force Majeure as defined in this LGIA or
the result of an act or omission of another Party. Upon a Breach, the non-Breaching
Party or Parties shall give written notice of such Breach to the Breaching Party with a
copy to the other Party if one Party gives notice of such Breach. Except as provided
in Article 17.1.2, the Breaching Party shall have thirty (30) Calendar Days from
receipt of the Breach notice within which to cure such 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 Breach 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 or Parties shall have the right to terminate this LGIA by
written notice to the Breaching Party at any time until cure occurs, with a copy





 









 










Original Sheet No. 57





	 	 	 	to the other Party if one Party gives notice of such right to terminate, and be
relieved of any further obligation hereunder and, whether or not that Party(ies)
terminates this LGIA, to recover from the Breaching Party all amounts due
hereunder, plus all other damages and remedies to which it is (they are) entitled
at law or in equity. The provisions of this Article will survive termination of
this LGIA.





ARTICLE 18. LIMITATION OF LIABILITY, INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE





	18.1	 	Limitation of Liability. A Party shall not be liable to another Party or to any third party
or other person for any damages arising out of actions under this LGIA, including, but not
limited to, any act or omission that results in an interruption, deficiency or imperfection of
Interconnection Service, except as provided in this Tariff. The provisions set forth in the
Tariff shall be additionally applicable to any Party acting in good faith to implement or
comply with its obligations under this LGIA, regardless of whether the obligation is preceded
by a specific directive.
	 
	18.2	 	Indemnity. An Indemnifying Party shall at all times indemnify, defend and hold the other
Parties harmless from Loss.






	 	18.2.1	 	Indemnified Party. If an Indemnified Party is entitled to indemnification under this
Article 18 as a result of a claim by a non-party, and the Indemnifying Party fails,
after notice and reasonable opportunity to proceed under Article 18.2, to assume the
defense of such claim, such Indemnified Party 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.
	 
	 	18.2.2	 	Indemnifying Party. If an Indemnifying Party is obligated to indemnify and hold any
Indemnified Party harmless under this Article 18, the amount owing to the Indemnified
Party shall be the amount of such Indemnified Party’s actual Loss, net of any insurance
or other recovery.
	 
	 	18.2.3	 	Indemnity Procedures. Promptly after receipt by an Indemnified Party 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 18.2 may apply, the
Indemnified Party 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 Party. If the defendants in any such action include one or more
Indemnified Parties and the Indemnifying Party and if the Indemnified Party
reasonably concludes that there may be legal defenses available to it and/or





 









 










Original Sheet No. 58





	 	 	 	other
Indemnified Parties which are different from or additional to those available to
the Indemnifying Party, the Indemnified Party 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 Party or Indemnified Parties having such
differing or additional legal defenses.
	 
	 	 	 	The Indemnified Party 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 Party
and its counsel, such action, suit or proceeding involves the potential imposition
of criminal liability on the Indemnified Party, or there exists a conflict or
adversity of interest between the Indemnified Party and the Indemnifying Party, in
such event the Indemnifying Party shall pay the reasonable expenses of the
Indemnified Party, 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
Party, which shall not be reasonably withheld, conditioned or delayed.






	18.3	 	Consequential Damages. Other than the Liquidated Damages heretofore described, in no event
shall either Party be liable under any provision of this LGIA for any losses, damages, costs
or expenses for any special, indirect, incidental, consequential, or punitive damages,
including but not limited to loss of profit or revenue, loss of the use of equipment, cost of
capital, cost of temporary equipment or services, whether based in whole or in part in
contract, in tort, including negligence, strict liability, or any other theory of liability;
provided; however, that damages for which a Party may be liable to the other Party under
another agreement will not be considered to be special, indirect, incidental, or consequential
damages hereunder.
	 
	18.4	 	Insurance. Each Party shall, at their own expense, maintain in force throughout the period
of this LGIA, and until released by the other Parties, the following minimum insurance
coverages, with insurers authorized to do business or an approved surplus lines carrier in the
state where the Point of Interconnection is located:






	 	18.4.1	 	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.
	 
	 	18.4.2	 	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





 









 










Original Sheet No. 59





	 	 	 	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.






	 	18.4.3	 	Comprehensive Automobile Liability Insurance, for coverage of owned and non-owned and
hired vehicles, trailers or semi-trailers licensed for travel on public roads, with a
minimum combined single limit of One Million Dollars ($1,000,000) each occurrence for
bodily injury, including death, and property damage.
	 
	 	18.4.4	 	Excess Public Liability Insurance over and above the Employer’s Liability, Commercial
General Liability and Comprehensive Automobile Liability Insurance coverage, with a
minimum combined single limit of Twenty Million Dollars ($20,000,000) per
occurrence/Twenty Million Dollars ($20,000,000) aggregate.
	 
	 	18.4.5	 	The Commercial General Liability Insurance, Comprehensive Automobile Insurance and
Excess Public Liability Insurance policies shall name the other Parties, their parents,
associated and Affiliate companies and their respective directors, officers, agents,
servants and employees (“Other Party Group”) as additional insured. All policies shall
contain provisions whereby the insurers waive all rights of subrogation in accordance
with the provisions of this LGIA against the Other Party Groups and provide thirty (30)
Calendar Days’ advance written notice to the Other Party Groups prior to anniversary
date of cancellation or any material change in coverage or condition.
	 
	 	18.4.6	 	The Commercial General Liability Insurance, Comprehensive Automobile Liability
Insurance and Excess Public Liability Insurance policies shall contain provisions that
specify that the policies are primary and shall apply to such extent without
consideration for other policies separately carried and shall state that each insured
is provided coverage as though a separate policy had been issued to each, except the
insurer’s liability shall not be increased beyond the amount for which the insurer
would have been liable had only one insured been covered. Each Party shall be
responsible for its respective deductibles or retentions.
	 
	 	18.4.7	 	The Commercial General Liability Insurance, Comprehensive Automobile Liability
Insurance and Excess Public Liability Insurance policies, if written on a Claims First
Made Basis, shall be maintained in full force and effect for two (2) years after
termination of this LGIA, which coverage may be in the form of tail coverage or
extended reporting period coverage if agreed by the Parties.
	 
	 	18.4.8	 	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,





 









 










Original Sheet No. 60





	 	 	 	limit or
qualify the liabilities and obligations assumed by the Parties under this LGIA.
	 
	 	18.4.9	 	Within ten (10) days following execution of this LGIA, and as soon as practicable
after the end of each fiscal year or at the renewal of the insurance policy and in any
event within ninety (90) days thereafter, each Party shall provide certification of all
insurance required in this LGIA, executed by each insurer or by an authorized
representative of each insurer.
	 
	 	18.4.10	 	Notwithstanding the foregoing, each Party may self-insure to meet the minimum
insurance requirements of Articles 18.4.1 through 18.4.8, 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 minimum insurance requirements under Articles 18.4.1 through 18.4.8. 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 18.4.1 through 18.4.9. 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 18.4.9.
	 
	 	18.4.11	 	The Parties agree to report to each other in writing as soon as practical all
accidents or occurrences resulting in injuries to any person, including death, and any
property damage arising out of this LGIA.





ARTICLE 19. ASSIGNMENT





	19.1	 	Assignment. This LGIA may be assigned by any Party only with the written consent of the
other Parties; provided that a Party may assign this LGIA without the consent of the other
Parties to any Affiliate of the assigning Party with an equal or greater credit rating and
with the legal authority and operational ability to satisfy the obligations of the assigning
Party under this LGIA; and provided further that the Interconnection Customer shall have the
right to assign this LGIA, without the consent of either the Transmission Provider or
Transmission Owner, for collateral security purposes to aid in providing financing for the
Generating Facility, provided that the Interconnection Customer will promptly notify the
Transmission Provider of any such assignment. Any financing arrangement entered into by the
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 the Transmission
Provider of the date and particulars of any such exercise of assignment right(s), including
providing the Transmission Provider and Transmission Owner with proof that it meets the
requirements of Article 11.5 and 18.3.
Any attempted assignment that violates this Article is void and ineffective. Any assignment
under this LGIA shall not relieve a Party of its obligations, nor shall a Party’s





 









 










Original Sheet No. 61





	 	 	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 LGIA is finally determined to be invalid, void or
unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision, agreement
or covenant of this LGIA; provided that if the Interconnection Customer (or any non-party, but
only if such non-party is not acting at the direction of either the Transmission Provider or
Transmission Owner) 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 including such laws, rules and regulations of Governmental
Authorities establishing standards of conduct, 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 a Party to another Party prior to the execution of this LGIA.
	 
	 	 	Information is Confidential Information only if it is clearly designated or marked in
writing as confidential on the face of the document, or, if the information is conveyed
orally or by inspection, if the Party providing the information orally informs the Party
receiving the information that the information is confidential. The Parties shall maintain
as confidential any information that is provided and identified by a Party as Critical
Energy Infrastructure Information (CEII), as that term is defined in 18 C.F.R. Section
388.113(c). Such confidentiality will be maintained in accordance with this Article 22.
	 
	 	 	If requested by the receiving Party, the disclosing Party shall provide in writing, the
basis for asserting that the information referred to in this Article warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate





 









 










Original Sheet No. 62





	 	 	Governmental Authority. Each Party shall be responsible for the costs associated with
affording confidential treatment to its information.






	 	22.1.1	 	Term. During the term of this LGIA, and for a period of three (3) years after the
expiration or termination of this LGIA, except as otherwise provided in this Article
22, each Party shall hold in confidence and shall not disclose to any person
Confidential Information.
	 
	 	22.1.2	 	Scope. Confidential Information shall not include information that the receiving
Party can demonstrate: (1) is generally available to the public other than as a result
of a disclosure by the receiving Party; (2) was in the lawful possession of the
receiving Party on a non-confidential basis before receiving it from the disclosing
Party; (3) was supplied to the receiving Party without restriction by a non-party, who,
to the knowledge of the receiving Party after due inquiry, was under no obligation to
the disclosing Party to keep such information confidential; (4) was independently
developed by the receiving Party without reference to Confidential Information of the
disclosing Party; (5) is, or becomes, publicly known, through no wrongful act or
omission of the receiving Party or Breach of this LGIA; or (6) is required, in
accordance with Article 22.1.7 of this LGIA, Order of Disclosure, to be disclosed by
any Governmental Authority or is otherwise required to be disclosed by law or subpoena,
or is necessary in any legal proceeding establishing rights and obligations under this
LGIA. Information designated as Confidential Information will no longer be deemed
confidential if the Party that designated the information as confidential notifies the
receiving Party that it no longer is confidential.
	 
	 	22.1.3	 	Release of Confidential Information. No Party shall release or disclose Confidential
Information to any other person, except to its Affiliates (limited by the Standards of
Conduct requirements), subcontractors, employees, agents, consultants, or to
non-parties who may be or considering providing financing to or equity participation
with Interconnection Customer, or to potential purchasers or assignees of
Interconnection Customer, on a need-to-know basis in connection with this LGIA, unless
such person has first been advised of the confidentiality provisions of this Article 22
and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party
providing Confidential Information to any person shall remain 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 it discloses to the receiving Party. The disclosure by a Party to the
receiving Party of Confidential Information shall not be deemed a waiver by the
disclosing Party or any other person or entity of the right to protect the Confidential
Information from public disclosure.




 









 











Original Sheet No. 63





	 	22.1.5	 	No Warranties. By providing Confidential Information, no Party makes any warranties
or representations as to its accuracy or completeness. In addition, by supplying
Confidential Information, no Party obligates itself to provide any particular
information or Confidential Information to another Party nor to enter into any further
agreements or proceed with any other relationship or joint venture.
	 
	 	22.1.6	 	Standard of Care. Each Party shall use at least the same standard of care to protect
Confidential Information it receives as it uses to protect its own Confidential
Information from unauthorized disclosure, publication or dissemination. Each Party may
use Confidential Information solely to fulfill its obligations to another Party under
this LGIA or its regulatory requirements.
	 
	 	22.1.7	 	Order of Disclosure. If a court or a Government Authority or entity with the right,
power, and apparent authority to do so requests or requires any Party, by subpoena,
oral deposition, interrogatories, requests for production of documents, administrative
order, or otherwise, to disclose Confidential Information, that Party shall provide the
disclosing Party with prompt notice of such request(s) or requirement(s) so that the
disclosing Party may seek an appropriate protective order or waive compliance with the
terms of this LGIA. Notwithstanding the absence of a protective order or waiver, the
Party may disclose such Confidential Information which, in the opinion of its counsel,
the Party is legally compelled to disclose. Each Party will use Reasonable Efforts to
obtain reliable assurance that confidential treatment will be accorded any Confidential
Information so furnished.
	 
	 	22.1.8	 	Termination of Agreement. Upon termination of this LGIA for any reason, each Party
shall, within ten (10) Calendar Days of receipt of a written request from another
Party, use Reasonable Efforts to destroy, erase, or delete (with such destruction,
erasure, and deletion certified in writing to the requesting Party) or return to the
requesting Party, without retaining copies thereof, any and all written or electronic
Confidential Information received from the requesting Party, except that each Party may
keep one copy for archival purposes, provided that the obligation to treat it as
Confidential Information in accordance with this Article 22 shall survive such
termination.
	 
	 	22.1.9	 	Remedies. The Parties agree that monetary damages would be inadequate to compensate
a Party for another Party’s Breach of its obligations under this Article 22. Each
Party accordingly agrees that the disclosing Party shall be entitled to equitable
relief, by way of injunction or otherwise, if the receiving 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 Breaching 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





 









 










Original Sheet No. 64





	 	 	 	covenants contained herein are necessary for the protection of legitimate business
interests and are reasonable in scope. No Party, however, shall be liable for
indirect, incidental, or consequential or punitive damages of any nature or kind
resulting from or arising in connection with this Article 22.






	 	22.1.10	 	Disclosure to FERC, Its Staff or a State. Notwithstanding anything in this Article
22 to the contrary, and pursuant to 18 CFR § 1b.20, if FERC or its staff, during the
course of an investigation or otherwise, requests information from a Party that is
otherwise required to be maintained in confidence pursuant to this LGIA, the Party
shall provide the requested information to FERC or its staff, within the time provided
for in the request for information. In providing the information to FERC or its staff,
the Party must, consistent with 18 CFR § 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
Parties to this LGIA prior to the release of the Confidential Information to FERC or
its staff. The Party shall notify the other Parties to this LGIA when it is notified
by FERC or its staff that a request to release Confidential Information has been
received by FERC, at which time any of the Parties may respond before such information
would be made public, pursuant to 18 CFR § 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 disclosing Party
claims is competitively sensitive, commercial or financial information under this LGIA
(“Confidential Information”) shall not be disclosed by the receiving Party to any
person not employed or retained by the receiving Party, except to the extent disclosure
is (i) required by law; (ii) reasonably deemed by the receiving 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 disclosing Party,
such consent not to be unreasonably withheld; or (iv) necessary to fulfill its
obligations under this LGIA or as the Regional Transmission Organization or a Control
Area operator including disclosing the Confidential Information to a regional or
national reliability organization. The Party asserting confidentiality shall notify
the receiving Party in writing of the information that Party claims is confidential.
Prior to any disclosures of the that Party’s Confidential Information under this
subparagraph, or if any non-party or Governmental Authority makes any request or demand
for any of the information described in this subparagraph, the Party who received the
Confidential Information from the disclosing Party agrees to promptly notify the
disclosing Party in writing and agrees to assert confidentiality and cooperate with the
disclosing Party in seeking to protect the Confidential Information from public
disclosure by confidentiality agreement, protective order or other reasonable measures.




 









 











Original Sheet No. 65




ARTICLE 23. ENVIRONMENTAL RELEASES





	23.1	 	Each Party shall notify the other Parties, 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,
each of which may reasonably be expected to affect another 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 Parties copies of any publicly available
reports filed with any Governmental Authorities addressing such events.





ARTICLE 24. INFORMATION REQUIREMENTS





	24.1	 	Information Acquisition. Transmission Provider, Transmission Owner and the Interconnection
Customer shall submit specific information regarding the electrical characteristics of their
respective facilities to each other as described below and in accordance with Applicable
Reliability Standards.
	 
	24.2	 	Information Submission by Transmission Provider and Transmission Owner The initial
information submission by Transmission Provider to Interconnection Customer, with copy
provided to Transmission Owner, shall occur no later than one hundred eighty (180) Calendar
Days prior to Trial Operation and shall include Transmission or Distribution System
information, as applicable and available, necessary to allow the Interconnection Customer to
select equipment and meet any system protection and stability requirements, unless otherwise
mutually agreed to by the Parties. On a monthly basis, Transmission Owner shall provide
Interconnection Customer a status report on the construction and installation of Transmission
Owner’s Interconnection Facilities, Transmission Owner’s System Protection 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 the Interconnection Customer to Transmission Provider, with copy to Transmission
Owner, including manufacturer information, shall occur no later than one hundred eighty (180)
Calendar Days prior to the Trial Operation. Interconnection Customer shall submit to
Transmission Provider and Transmission Owner a completed copy of the Generating Facility data
requirements contained in Appendix 1 to the LGIP. It shall also include any additional
information provided to Transmission Provider for the Interconnection Feasibility Study and
Interconnection 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 Transmission Provider standard models. If there is no
compatible model, the Interconnection Customer will work with a consultant mutually





 









 










Original Sheet No. 66





	 	 	agreed to by Transmission Provider and Interconnection Customer to develop and supply a
standard model and associated information.
	 
	 	 	If the Interconnection Customer’s data is materially different from what was originally
provided to Transmission Provider pursuant to the Interconnection Study Agreement between
Transmission Provider and Interconnection Customer, then Transmission Provider will conduct
appropriate studies to determine the impact on the Transmission System based on the actual
data submitted pursuant to this Article 24.3. The Interconnection Customer shall not begin
Trial Operation until such studies are completed.
	 
	24.4	 	Information Supplementation. Prior to the Commercial 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 (5 %) 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 in 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 the Transmission Provider and
Transmission Owner for each individual generating unit in a station.
	 
	 	 	Subsequent to the Operation Date, the Interconnection Customer shall provide Transmission
Provider and Transmission Owner any information changes due to equipment replacement,
repair, or adjustment. Transmission Owner shall provide the Interconnection Customer, with
copy to Transmission Provider, any information changes due to equipment replacement, repair
or adjustment in the directly connected substation or any adjacent Transmission Owner
substation that may affect the 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




 









 








Original Sheet No. 67





	25.1	 	Information Access. Each Party (the “disclosing Party”) shall make available to the other
Parties information that is in the possession of the disclosing Party and is necessary in
order for the other Parties to: (i) verify the costs incurred by the disclosing Party for
which another Party is responsible under this LGIA; and (ii) carry out its obligations and
responsibilities under this LGIA. The Parties shall not use such information for purposes
other than those set forth in this Article 25.1 and to enforce their rights under this LGIA.
	 
	25.2	 	Reporting of Non-Force Majeure Events. A Party (the “notifying Party”) shall notify the
other Parties when the notifying Party becomes aware of its inability to comply with the
provisions of this LGIA for a reason other than a Force Majeure event. The Parties agree to
cooperate with each other and provide necessary information regarding such inability to
comply, including the date, duration, reason for the inability to comply, and corrective
actions taken or planned to be taken with respect to such inability to comply.
Notwithstanding the foregoing, notification, cooperation or information provided under this
Article shall not entitle any Party receiving such notification to allege a cause for
anticipatory breach of this LGIA.
	 
	25.3	 	Audit Rights. Subject to the requirements of confidentiality under Article 22 of this LGIA,
each Party shall have the right, during normal business hours, and upon prior reasonable
notice to the other Parties, to audit at its own expense the other Parties’ accounts and
records pertaining to the Parties’ performance or the Parties’ satisfaction of obligations
under this LGIA. Such audit rights shall include audits of the other Parties’ costs,
calculation of invoiced amounts, the Transmission Provider’s efforts to allocate
responsibility for the provision of reactive support to the Transmission or Distribution
System, as applicable, the Transmission Provider’s efforts to allocate responsibility for
interruption or reduction of generation, and each Party’s actions in an Emergency Condition.
Any audit authorized by this Article shall be performed at the offices where such accounts and
records are maintained and shall be limited to those portions of such accounts and records
that relate to each Party’s performance and satisfaction of obligations under this LGIA. Each
Party shall keep such accounts and records for a period equivalent to the audit rights periods
described in Article 25.4.
	 
	25.4	 	Audit Rights Periods.






	 	25.4.1	 	Audit Rights Period for Construction-Related Accounts and Records. Accounts and
records related to the design, engineering, procurement, and construction of
Transmission Owner’s Interconnection Facilities, Transmission Owner’s System Protection
Facilities, Distribution Upgrades and Network Upgrades shall be subject to audit for a
period of twenty-four months following Transmission Owner’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 a Party’s performance or satisfaction of all obligations under this LGIA other than
those described in Article 25.4.1 shall be subject to audit as follows: (i) for an
audit relating to cost obligations, the applicable audit





 









 










Original Sheet No. 68





	 	 	 	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 Party or from
whom the overpayment or underpayment is owed together with those records from the audit which
support such determination.





ARTICLE 26. SUBCONTRACTORS





	26.1	 	General. Nothing in this LGIA shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this LGIA; provided,
however, that each Party shall require its subcontractors to comply with all applicable terms
and conditions of this LGIA in providing such services and each Party shall remain primarily
liable to the other Party for the performance of such subcontractor.
	 
	26.2	 	Responsibility of Principal. The creation of any subcontract relationship shall not relieve
the hiring Party of any of its obligations under this LGIA. The hiring Party shall be fully
responsible to the other Party for the acts or omissions of any subcontractor the hiring Party
hires as if no subcontract had been made; provided, however, that in no event shall the
Transmission Provider or Transmission Owner be liable for the actions or inactions of the
Interconnection Customer or its subcontractors with respect to obligations of the
Interconnection Customer under Article 5 of this LGIA. Any applicable obligation imposed by
this LGIA upon the hiring Party shall be equally binding upon, and shall be construed as
having application to, any subcontractor of such Party.
	 
	26.3	 	No Limitation by Insurance. The obligations under this Article 26 will not be limited in any
way by any limitation of subcontractor’s insurance.





ARTICLE 27. DISPUTES





	27.1	 	Submission. In the event any Party has a dispute, or asserts a claim, that arises out of or
in connection with this LGIA or its performance, such Party (the “disputing Party”) shall
provide the other Parties 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 non-disputing Parties. 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 non-disputing Parties’ receipt of the Notice of Dispute, such claim or
dispute shall be submitted for resolution in accordance with the dispute resolution procedures
of the Tariff.




 









 











Original Sheet No. 69




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 LGIA and carry out the transactions contemplated hereby and perform and carry out
all covenants and obligations on its part to be performed under and pursuant to this
LGIA.
	 
	 	28.1.2	 	Authority. Such Party has the right, power and authority to enter into this LGIA, to
become a Party hereto and to perform its obligations hereunder. This LGIA is a legal,
valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting
creditors’ rights generally and by general equitable principles (regardless of whether
enforceability is sought in a proceeding in equity or at law).
	 
	 	28.1.3	 	No Conflict. The execution, delivery and performance of this LGIA does not violate
or conflict with the organizational or formation documents, or bylaws or operating
agreement, of such Party, or any judgment, license, permit, order, material agreement
or instrument applicable to or binding upon such Party or any of its assets.
	 
	 	28.1.4	 	Consent and Approval. Such Party has sought or obtained, or, in accordance with this
LGIA will seek or obtain, each consent, approval, authorization, order, or acceptance
by any Governmental Authority in connection with the execution, delivery and
performance of this LGIA, and it will provide to any Governmental Authority notice of
any actions under this LGIA that are required by Applicable Laws and Regulations.





ARTICLE 29. {RESERVED}




ARTICLE 30. MISCELLANEOUS





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




 









 











Original Sheet No. 70





	30.2	 	Conflicts. In the event of a conflict between the body of this LGIA and any attachment,
appendices or exhibits hereto, the terms and provisions of the body of this LGIA shall prevail
and be deemed the final intent of the Parties.
	 
	30.3	 	Rules of Interpretation. This LGIA, unless a clear contrary intention appears, shall be
construed and interpreted as follows: (1) the singular number includes the plural number and
vice versa; (2) reference to any person includes such person’s successors and assigns but, in
the case of a Party, only if such successors and assigns are permitted by this LGIA, and
reference to a person in a particular capacity excludes such person in any other capacity or
individually; (3) reference to any agreement (including this LGIA), document, instrument or
tariff means such agreement, document, instrument, or tariff as amended or modified and in
effect from time to time in accordance with the terms thereof and, if applicable, the terms
hereof; (4) reference to any Applicable Laws and Regulations means such Applicable Laws and
Regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect
from time to time, including, if applicable, rules and regulations promulgated thereunder; (5)
unless expressly stated otherwise, reference to any Article, Section or Appendix means such
Article of this LGIA or such Appendix to this LGIA, or such Section to the LGIP or such
Appendix to the LGIP, as the case may be; (6) “hereunder”, “hereof”, “herein”, “hereto” and
words of similar import shall be deemed references to this LGIA as a whole and not to any
particular Article or other provision hereof or thereof; (7) “including” (and with correlative
meaning “include”) means including without limiting the generality of any description
preceding such term; and (8) relative to the determination of any period of time, “from” means
“from and including”, “to” means “to but excluding” and “through” means “through and
including”.
	 
	30.4	 	Entire Agreement. This LGIA, including all Appendices and Schedules attached hereto,
constitutes the entire agreement between the Parties with reference to the subject matter
hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or
written, between the Parties with respect to the subject matter of this LGIA. There are no
other agreements, representations, warranties, or covenants, which constitute any part of the
consideration for, or any condition to, any Party’s compliance with its obligations under this
LGIA.
	 
	30.5	 	No Third Party Beneficiaries. This LGIA is not intended to and does not create rights,
remedies, or benefits of any character whatsoever in favor of any persons, corporations,
associations, or entities other than the Parties, and the obligations herein assumed are
solely for the use and benefit of the Parties, their successors in interest and, where
permitted, their assigns.
	 
	30.6	 	Waiver. The failure of a Party to this LGIA to insist, on any occasion, upon strict
performance of any provision of this LGIA will not be considered a waiver of any obligation,
right, or duty of, or imposed upon, such Party.
	 
	 	 	Any waiver at any time by any Party of its rights with respect to this LGIA shall not be
deemed a continuing waiver or a waiver with respect to any other failure to comply with





 









 










Original Sheet No. 71





	 	 	any other obligation, right, duty of this LGIA. Termination or Default of this LGIA for any
reason by the Interconnection Customer shall not constitute a waiver of the Interconnection
Customer’s legal rights to obtain Interconnection Service from the Transmission Provider.
Any waiver of this LGIA shall, if requested, be provided in writing.
	 
	30.7	 	Headings. The descriptive headings of the various Articles of this LGIA have been inserted
for convenience of reference only and are of no significance in the interpretation or
construction of this LGIA.
	 
	30.8	 	Multiple Counterparts. This LGIA may be executed in two or more counterparts, each of which
is deemed an original but all constitute one and the same instrument.
	 
	30.9	 	Amendment. The Parties may by mutual agreement amend this LGIA by a written instrument duly
executed by all of the Parties.
	 
	30.10	 	Modification by the Parties. The Parties may by mutual agreement amend the Appendices to
this LGIA by a written instrument duly executed by all of the Parties. Such amendment shall
become effective and a part of this LGIA upon satisfaction of all Applicable Laws and
Regulations.
	 
	30.11	 	Reservation of Rights. Transmission Provider shall have the right to make a unilateral
filing with FERC to modify this LGIA with respect to any rates, terms and conditions, charges,
classifications of service, rule or regulation under Section 205 or any other applicable
provision of the Federal Power Act and FERC’s rules and regulations thereunder, and
Transmission Owner and Interconnection Customer shall have the right to make a unilateral
filing with FERC to modify this LGIA pursuant to Section 206 or any other applicable provision
of the Federal Power Act and FERC’s rules and regulations thereunder; provided that each Party
shall have the right to protest any such filing and to participate fully in any proceeding
before FERC in which such modifications may be considered. Nothing in this LGIA shall limit
the rights of the Parties or of FERC under Sections 205 or 206 of the Federal Power Act and
FERC’s rules and regulations thereunder, except to the extent that the Parties otherwise
mutually agree as provided herein.
	 
	30.12	 	No Partnership. This LGIA shall not be interpreted or construed to create an association,
joint venture, agency relationship, or partnership among or between the Parties or to impose
any partnership obligation or partnership liability upon any Party. No 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 Parties.




 









 











Original Sheet No. 72




     IN WITNESS WHEREOF, the Parties have executed this Agreement in multiple originals; each of
which shall constitute and be an original Agreement among the Parties.



	 	 	 	 	 	 	 
	Midwest Independent Transmission System Operator, Inc	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:

Title:
	 	William C. Phillips

Vice President 

Standards Compliance & Strategy	 	 
	 
	 	 	 	 	 	 
	Interstate Power and Light Company,	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	ITC Midwest LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






Original Sheet No. 73




APPENDICES TO LGIA




	 	 	 
	Appendix A

	 	Generating Facilities and Interconnection Facilities
	Appendix B

	 	{Reserved}
	Appendix C

	 	Interconnection Details
	Appendix D

	 	Security Arrangements Details
	Appendix E

	 	{Reserved}
	Appendix F

	 	Addresses for Delivery of Notices and Billings
Technologies






 









 






Original Sheet No. 81




Appendix A

To LGIA




Generating Facilities and Interconnection Facilities



This LGIA documents the existing generating stations interconnected to the Seller’s Transmission
System as of the Effective Date of the Asset Sale Agreement between ITC Midwest, LLC and Interstate
Power and Light. Attachment A.1 — Interconnection Facilities lists the names of the generating
stations, their location and their size.



The interconnections to the electric transmission grid are detailed in Appendix C —
Interconnection Details.




 









 








Original Sheet No. 75




Attachment A.1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STEAM GENERATING UNITS
	 	 	 	 	 	 	 	 	Unit	 	 	Unit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Reactive	 	 	Reactive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Steam	 	 	 	Unit	 	 	Capacity	 	 	Capacity	 	 	Unit	 	 	 	 	 	 	 	 	 	 	 	 
	Generating	 	 	 	Rating	 	 	(MVAR)	 	 	(MVAR)	 	 	Net	 	 	 	 	 	 	 	 	 	 	Switch	 
	Units	 	Location	 	(MVA)	 	 	(Max)	 	 	(Min)	 	 	MW	 	 	NRIS	 	 	ERIS	 	 	Diagram No.	 
	 
	6th St #2 (3/4 Blr)
	 	Cedar Rapids, IA	 	 	9	 	 	 	—	 	 	 	—	 	 	 	6.0	 	 	 	6.0	 	 	 	 	 	 	 	T 39	 
	6th St #4 (5/6 Blr)
	 	Cedar Rapids, IA	 	 	21	 	 	 	7	 	 	 	-7	 	 	 	19.0	 	 	 	19.0	 	 	 	 	 	 	 	T 39	 
	6th ST #7 (7/8 Blr)
	 	Cedar Rapids, IA	 	 	21	 	 	 	7	 	 	 	-7	 	 	 	16.0	 	 	 	16.0	 	 	 	 	 	 	 	T 39	 
	6th St #8 (9/10 Blr)
	 	Cedar Rapids, IA	 	 	36	 	 	 	4	 	 	 	0	 	 	 	29.0	 	 	 	29.0	 	 	 	 	 	 	 	T 39	 
	Burlington
Generating Station
(BGS)
	 	Burlington, IA	 	 	236	 	 	 	75	 	 	 	-50	 	 	 	222.0	 	 	 	222.0	 	 	 	 	 	 	 	T 37	 
	Dubuque 2 (DBQ 2)
	 	Dubuque, IA	 	 	15	 	 	 	2	 	 	 	-2	 	 	 	18.0	 	 	 	18.0	 	 	 	 	 	 	 	T 62	 
	Dubuque 3 (DBQ 3)
	 	Dubuque, IA	 	 	36	 	 	 	9	 	 	 	-9	 	 	 	30.0	 	 	 	30.0	 	 	 	 	 	 	 	T 62	 
	Dubuque 4 (DBQ 4)
	 	Dubuque, IA	 	 	44	 	 	 	10	 	 	 	-10	 	 	 	37.0	 	 	 	37.0	 	 	 	 	 	 	 	T 62	 
	Emery 13
	 	Mason City, IA	 	 	301	 	 	 	160	 	 	 	-90	 	 	 	256.0	 	 	 	256.0	 	 	 	 	 	 	 	T 70	 
	Fox Lake 1
	 	Sherburn, MN	 	 	14	 	 	 	3	 	 	 	-3	 	 	 	12.0	 	 	 	12.0	 	 	 	 	 	 	 	T 08	 
	Fox Lake 2
	 	Sherburn, MN	 	 	14	 	 	 	4	 	 	 	-2	 	 	 	14.0	 	 	 	14.0	 	 	 	 	 	 	 	T 08	 
	Fox Lake 3
	 	Sherburn, MN	 	 	96	 	 	 	30	 	 	 	-25	 	 	 	96.0	 	 	 	96.0	 	 	 	 	 	 	 	T 08	 
	Kapp 1
	 	Clinton, IA	 	 	15	 	 	 	5	 	 	 	-5	 	 	 	19.0	 	 	 	19.0	 	 	 	 	 	 	 	T 66	 
	Kapp 2
	 	Clinton, IA	 	 	257	 	 	 	100	 	 	 	-33	 	 	 	236.0	 	 	 	236.0	 	 	 	 	 	 	 	T 66	 
	Lansing 2
	 	Lansing, IA	 	 	14	 	 	 	3	 	 	 	-3	 	 	 	11.0	 	 	 	11.0	 	 	 	 	 	 	 	T 58	 
	Lansing 3
	 	Lansing, IA	 	 	44	 	 	 	15	 	 	 	-7	 	 	 	44.0	 	 	 	44.0	 	 	 	 	 	 	 	T 58	 
	Lansing 4
	 	Lansing, IA	 	 	305	 	 	 	100	 	 	 	-50	 	 	 	280.0	 	 	 	280.0	 	 	 	 	 	 	 	T 58	 
	Ottumwa Generating
Station (OGS)
	 	Chillicothe, IA	 	 	807	 	 	 	200	 	 	 	-150	 	 	 	367.2	 	 	 	367.2	 	 	 	 	 	 	 	T 16	 
	Prairie Creek 1
	 	Cedar Rapids, IA	 	 	16	 	 	 	7	 	 	 	-4	 	 	 	14.6	 	 	 	14.6	 	 	 	 	 	 	 	T 38	 
	Prairie Creek 2
	 	Cedar Rapids, IA	 	 	24	 	 	 	11	 	 	 	-5	 	 	 	22.0	 	 	 	22.0	 	 	 	 	 	 	 	T 38	 
	Prairie Creek 3
	 	Cedar Rapids, IA	 	 	54	 	 	 	19	 	 	 	-16	 	 	 	50.5	 	 	 	50.5	 	 	 	 	 	 	 	T 38	 
	Prairie Creek 4
	 	Cedar Rapids, IA	 	 	175	 	 	 	95	 	 	 	-73	 	 	 	159.0	 	 	 	149.0	 	 	 	 	 	 	 	T 38	 






 









 






Original Sheet No. 76




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sutherland 1
	 	Marshalltown, IA	 	 	44	 	 	 	16	 	 	 	-22	 	 	 	35.0	 	 	 	35.0	 	 	 	 	 	 	 	T 18	 
	Sutherland 2
	 	Marshalltown, IA	 	 	44	 	 	 	16	 	 	 	-22	 	 	 	35.0	 	 	 	35.0	 	 	 	 	 	 	 	T 18	 
	Sutherland 3
	 	Marshalltown, IA	 	 	96	 	 	 	37	 	 	 	-27	 	 	 	82.0	 	 	 	82.0	 	 	 	 	 	 	 	T 18	 






 









 






Original Sheet No. 77




Attachment A.1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COMBUSTION TURBINE UNITS
	 	 	 	 	 	 	 	 	Unit	 	 	Unit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Reactive	 	 	Reactive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Combustion	 	 	 	Unit	 	 	Capacity	 	 	Capacity	 	 	Unit	 	 	 	 	 	 	 	 	 	 	Switch	 
	Turbine	 	 	 	Rating	 	 	(MVAR)	 	 	(MVAR)	 	 	Net	 	 	 	 	 	 	 	 	 	 	Diagram	 
	Units	 	Location	 	(MVA)	 	 	(Max)	 	 	(Min)	 	 	MW	 	 	NRIS	 	 	ERIS	 	 	No.	 
	 
	Agency 1, 2, 3, 4
	 	Burlington, IA	 	 	21	 	 	 	8	 	 	 	-4	 	 	 	80.0	 	 	 	80.0	 	 	 	 	 	 	 	T 37	 
	BGS 1, 2
	 	Burlington, IA	 	 	21	 	 	 	7	 	 	 	-4	 	 	 	36.0	 	 	 	36.0	 	 	 	 	 	 	 	T 37	 
	BGS 3, 4
	 	Burlington, IA	 	 	21	 	 	 	7	 	 	 	-4	 	 	 	36.0	 	 	 	36.0	 	 	 	 	 	 	 	T 37	 
	Centerville 1, 2
	 	Centerville, IA	 	 	32	 	 	 	11	 	 	 	-5	 	 	 	60.0	 	 	 	51.1	 	 	 	8.9	 	 	 	T 15	 
	Emery 11
	 	Mason City, IA	 	 	204	 	 	 	110	 	 	 	-65	 	 	 	173.4	 	 	 	173.4	 	 	 	 	 	 	 	T 70	 
	Emery 12
	 	Mason City, IA	 	 	201	 	 	 	110	 	 	 	-65	 	 	 	173.4	 	 	 	173.4	 	 	 	 	 	 	 	T 70	 
	Fox Lake 4
	 	Sherburn, MN	 	 	30	 	 	 	7	 	 	 	-4	 	 	 	26.0	 	 	 	26.0	 	 	 	 	 	 	 	T 08	 
	Grinnell 1
	 	Grinnell, IA	 	 	28	 	 	 	11	 	 	 	-5	 	 	 	30.0	 	 	 	30.0	 	 	 	 	 	 	 	T 17	 
	Grinnell 2
	 	Grinnell, IA	 	 	28	 	 	 	11	 	 	 	-5	 	 	 	25.0	 	 	 	25.0	 	 	 	 	 	 	 	T 17	 
	Lime Creek 1
	 	Mason City, IA	 	 	49	 	 	 	10	 	 	 	-5	 	 	 	44.0	 	 	 	44.0	 	 	 	 	 	 	 	T 55	 
	Lime Creek 2
	 	Mason City, IA	 	 	49	 	 	 	10	 	 	 	-5	 	 	 	48.0	 	 	 	48.0	 	 	 	 	 	 	 	T 55	 
	Montgomery 1
	 	Montgomery, MN	 	 	30	 	 	 	7	 	 	 	-2	 	 	 	27.0	 	 	 	27.0	 	 	 	 	 	 	 	T 52	 
	Red Cedar 1
	 	Cedar Rapids, IA	 	 	26	 	 	 	—	 	 	 	—	 	 	 	24.0	 	 	 	 	 	 	 	 	 	 	Dist.
	Sutherland 1
	 	Marshalltown, IA	 	 	70	 	 	 	16	 	 	 	-22	 	 	 	65.0	 	 	 	65.0	 	 	 	 	 	 	 	T 18	 
	Sutherland 2
	 	Marshalltown, IA	 	 	70	 	 	 	16	 	 	 	-22	 	 	 	65.0	 	 	 	65.0	 	 	 	 	 	 	 	T 18	 
	Sutherland 3
	 	Marshalltown, IA	 	 	70	 	 	 	16	 	 	 	-22	 	 	 	69.0	 	 	 	69.0	 	 	 	 	 	 	 	T 18	 






 









 





Original Sheet No. 78




Attachment A.1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	DIESEL UNITS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Unit	 	 	Unit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Reactive	 	 	Reactive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Unit	 	 	Capacity	 	 	Capacity	 	 	Unit	 	 	 	 	 	 	 	 	 	 	Switch	 
	 	 	 	 	Rating	 	 	(MVAR)	 	 	(MVAR)	 	 	Net	 	 	 	 	 	 	 	 	 	 	Diagram	 
	Diesel Units	 	Location	 	(MVA)	 	 	(Max)	 	 	(Min)	 	 	MW	 	 	NRIS	 	 	ERIS	 	 	No.	 
	 
	Centerville - 3
units
	 	Centerville, IA	 	 	2.5	 	 	 	—	 	 	 	—	 	 	 	6.4	 	 	 	 	 	 	 	6.4	 	 	 	T 15	 
	Dubuque - 2 units
	 	Dubuque, IA	 	 	2.5	 	 	 	—	 	 	 	—	 	 	 	4.5	 	 	 	 	 	 	 	4.5	 	 	 	T 62	 
	Hills - 2 units
	 	Hills, MN	 	 	2.5	 	 	 	—	 	 	 	—	 	 	 	4.0	 	 	 	 	 	 	 	4.0	 	 	Dist.
	Lansing - 2 units
	 	Lansing, IA	 	 	1.25	 	 	 	—	 	 	 	—	 	 	 	2.0	 	 	 	 	 	 	 	2.0	 	 	 	T 58	 






 









 






Original Sheet No. 79




Appendix B



To LGIA




[Reserved]




 









 





Original Sheet No. 80




Appendix C




To LGIA

Interconnection Details



This Appendix C is a part of this LGIA among Interconnection Customer, Transmission Owner and the
Transmission Provider and documents the existing generating stations interconnected to the Seller’s
Transmission System as of the January 18, 2007 Effective Date of the Asset Sale Agreement between
ITC Midwest, LLC and Interstate Power and Light (IPL).





	1.	 	The unique requirements of each generation interconnection will dictate the establishment of
mutually agreeable Interconnection and/or Operating Guidelines that further define the
requirements of this LGIA. The Interconnection and/or Operating Guidelines applicable to this
LGIA consist of the following information. Additional detail may be provided through
attachment to this Appendix C or through electronic means via the web address specified.






	 	(a)	 	System Protection Facilities;






	 	 	 	The Generator System Protection facilities shall have the present protection
capabilities interfaced with the following Transmission Owner’s system
Protection Facilities:






	 	•	 	Over Voltage Relays,
	 
	 	•	 	Back-up Phase Directional Relays,
	 
	 	•	 	Current Unbalance (Negative Sequence) Relays,
	 
	 	•	 	Underfrequency Relays






	 	 	 	The System Protection Facilities for both the Generator and Transmission
Owner shall meet the current requirements of the applicable Regional
Reliability Organization (RRO) for system protection design, disturbance
reporting, maintenance, and testing.






	 	(b)	 	Communication requirements;






	 	 	 	N/A — This Interconnection Agreement is for a fleet of existing generating
stations.






	 	(c)	 	Metering requirements;






	 	 	 	The station metering as installed on the date of closing shall be deemed
acceptable. The Point of Interconnection is on the high side of the
transformers as detailed in Attachment C.1.






	 	(d)	 	Grounding requirements;






	 	 	 	N/A — This Interconnection Agreement is for a fleet of existing generating
stations.






	 	(e)	 	Transmission Line and Substation Connection configurations;






	 	 	 	See Attachment C.1 — Interconnection Details.






	 	(f)	 	Unit Stability requirements;






	 	 	 	All generator/exciter/governor manufacturers’ data sheets shall be made
available to the Transmission Owner or its designated agent for modeling in
transient/voltage stability, short circuit, and relay setting calculation
programs. This includes generator reactive capability curves and exciter
saturation curves.




 









 











Original Sheet No. 81





	 	 	 	The Interconnection Customer shall provide power system stabilizer data, if
applicable, the Generator Step-up Transformer (GSU) data, and the generation
plant/station auxiliary load data.






	 	(g)	 	Equipment ratings;






	 	 	 	N/A — This Interconnection Agreement is for a fleet of existing generating
stations.






	 	(h)	 	Short Circuit requirements;






	 	 	 	Interconnection Customer shall provide the GSU impedance data and the lines
to the Point of Interconnection including the positive, negative and zero
sequence values, to be used in calculating the fault impedance.






	 	(i)	 	Synchronizing requirements;






	 	 	 	Setting changes of any synchronizing devices shall be approved by the
Transmission Owner or its designated agent, with a hard copy of the changes
forwarded to the Transmission Owner.






	 	(j)	 	Generation and Operation Control requirements;






	 	 	 	N/A — This Interconnection Agreement is for a fleet of existing generating
stations.






	 	(k)	 	Data provisions;






	 	 	 	N/A — This Interconnection Agreement is for a fleet of existing generating
stations.






	 	(l)	 	Energization inspection and testing requirements;






	 	 	 	The Transmission Owner and Generating Facility interconnection facilities
were initially inspected and tested to support various operations dates for
each of the generating facilities. There is no requirement for this
inspection or testing at the time ownership is transferred to the
Transmission Owner.






	 	(m)	 	If applicable, the unique requirements, if any, of the Transmission Owner to
which the Facility will be physically interconnected;






	 	 	 	Any changes to the Generating Facility net VAR capabilities, including
changes to either net static or net dynamic capability, shall be approved by
the Transmission Owner or its designated agent, such approval shall not be
unreasonably withheld.






	 	(n)	 	Switching and Tagging;






	 	 	 	The Interconnection Customer shall comply with the Transmission Owner’s or
its designated agent’s most recent version of the Switching and Tagging
procedures for switching under the direction of the Transmission Owner. For
switching on Interconnection Customer owned equipment the Interconnection
Customer switching procedures shall be used. See Attachment C.2 — EOP 204
 — Electric Transmission and Distribution Switching and Hold Card
Procedures.






	 	(o)	 	Data reporting requirements;






	 	 	 	The Interconnection Customer shall provide operating data and equipment
modeling to Transmission Owner or its designated agent and/or the
appropriate Regional Entity to support the following:






	 	•	 	NERC Compliance Program(s)




 









 











Original Sheet No. 82





	 	•	 	Regional Entity Compliance Program(s)
	 
	 	•	 	Federal, State, and Local Regulatory programs






	 	 	 	The Interconnection Customer will annually forecast the firm MW and MVAR
usage on each plant Reserve Station Auxiliary system for periods when the
Generator is on-line, and starting/stopping, and provide the information
annually to the Transmission Owner or its designated agent.






	 	(p)	 	Training;






	 	 	 	Interconnection Customer and Transmission Owner or its designated agent
shall provide the necessary training to insure the reliability of the
electric transmission grid, in both normal and emergency conditions.






	 	(q)	 	Capacity determination and verification (including ancillary services and
certification);






	 	 	 	The Interconnection Customer shall comply with the Capacity Determination
rules of the Regional Reliability Region that the Transmission Owner is a
member of.






	 	(r)	 	Emergency operations, including system restoration and black start
arrangements;






	 	 	 	The Interconnection Customer shall provide the Transmission Owner or its
designated agent with plant data and plant procedures necessary to
coordinate and implement the Transmission Owner or its designated agent
black-start plans. The Interconnection Customer will participate in
black-start drills as requested.






	 	(s)	 	Identified must-run conditions;






	 	 	 	There are no identified must-run conditions.






	 	(t)	 	Provision of ancillary services;






	 	 	 	Interconnection Customer shall provide Ancillary Services to Transmission
Owner or its designated agent as required by the Tariff.






	 	(u)	 	Specific transmission requirements of nuclear units to abide by all NRC
Requirements and Commitments;






	 	 	 	N/A.






	 	(v)	 	Stability requirements, including generation short circuit ratio
considerations;






	 	 	 	The stability and short circuit ratio considerations are those needed to
meet the applicable Regional Entity requirements.






	 	(w)	 	Limitations of operations in support of emergency response;






	 	 	 	Interconnection Customer shall comply with directives of the Transmission
Owner or its designated agent in its role as Reliability Coordinator to
insure reliability of the electric transmission grid.






	 	(x)	 	Maintenance and Testing;






	 	 	 	The Transmission Owner and Generation Facility Owner interconnection
facilities shall be tested and maintained with a combination of condition
based and frequency based programs following Good Utility Practices. The
facilities shall be tested on a five year cycle and maintained in accordance
with the NERC Reliability Standards and Regional Entity Program.




 









 











Original Sheet No. 83





	 	(y)	 	Low Voltage Ride-Through Capability (LVRT);






	 	 	 	The generating stations associated with this LGIA were operating prior to
the FERC order concerning LVRT and therefore are not subject to the
requirements. Any new generating units will have separate LGIA’s, and LVRT
will be addressed in those agreements.




 









 











Original Sheet No. 84





	.	 	Included in Attachment C.1 are the Switch Diagrams listed below:






	 	•	 	The Switch Diagrams were removed from this copy of the Agreement.




 









 











Original Sheet No. 81




Appendix D

To LGIA




Security Arrangements Details



Infrastructure security of Transmission or Distribution System equipment and operations, as
applicable, and control hardware and software is essential to ensure day-to-day Transmission and
Distribution System reliability and operational security. The Commission will expect all
Transmission Providers, market participants, and Interconnection Customers interconnected to the
Transmission or Distribution System, as applicable, to comply with the recommendations provided by
Governmental Authorities regarding Critical Energy Infrastructure Information (“CEII”) as that term
is defined in 18 C.F.R. Section 388.113(c) and 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.





 









 








Original Sheet No. 81




Appendix E




To LGIA




[Reserved]




 









 





Original Sheet No. 82




Appendix F



To LGIA




Addresses for Delivery of Notices and Billings




Notices:




     Transmission Provider:



          Midwest Independent Transmission System Operator, Inc.

          Attn: Manager, Interconnection Planning

          701 City Center Drive

          Carmel, IN 46032




     Transmission Owner:



          ITC Midwest, LLC




          Attn: Legal Department — Contracts




          39500 Orchard Hill Place, Suite 200




          Novi, MI 48375




     Interconnection Customer:



          Interstate Power and Light Company

          200 First Street SE

          PO Box 351

          Cedar Rapids, IA, 52406-0351

          Attn: President

          Facsimile: 319-786-7720




          With a copy to:




          Alliant Energy Corporate Services, Inc.

          4902 Biltmore Lane

          Madison, WI, 53718

          Attn: General Counsel

          Facsimile: 680-458-0143




Billings and Payments:




     Transmission Provider:



 









 





Original Sheet No. 82




          Phone No.:

          Fax No.:

          Email:




     Transmission Owner:



          ITC Midwest, LLC




          Attn: Legal Department — Contracts




          39500 Orchard Hill Place, Suite 200




           Novi, MI 48375




     Interconnection Customer:



          Alliant Energy Corporate Services, Inc.

          4902 Biltmore Lane

          Madison, WI, 53718

          Attn: Amanda Collins

          Facsimile: 680-458-0124




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




     Transmission Provider:



          Midwest Independent Transmission System Operator, Inc.

          Attn: Manager, Interconnection Engineering

          701 City Center Drive

          Carmel, IN 46032




     Transmission Owner:



          Voice Telephone — (248) 374-7254




          Facsimile Telephone — (248) 374-7135




          E-Mail Address — jfrankowski@itctransco.com




     Interconnection Customer:



Interstate Power and Light Company

200 First Street SE

PO Box 351

Cedar Rapids, IA, 52406-0351

Attn: Vice President, Generation

Facsimile: 319-786-7265