exv10w61



 



Exhibit
10.61


Exhibit 1.1 -D




FORM OF DISTRIBUTION-TRANSMISSION

INTERCONNECTION AGREEMENT




by
and between




ITC
Midwest LLC




as
Transmission Owner




and




Interstate
Power and Light Company




as
Local Distribution Company


Dated as of December 17, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Article 1. Definitions
	 	 	1	 
	Article 2. Operational Requirements
	 	 	7	 
	Article 3. Operation and Maintenance
	 	 	10	 
	Article 4. Supervisory Control and Data Acquisition, SCADA
	 	 	15	 
	Article 5. Revenue Metering
	 	 	16	 
	Article 6. Protective Relaying and Control 
	 	 	19	 
	Article 7. Planning and Obligation to Serve
	 	 	21	 
	Article 8. New Construction and Modification
	 	 	23	 
	Article 9. Access to Facilities
	 	 	24	 
	Article 10. Notifications and Reporting
	 	 	25	 
	Article 11. Safety
	 	 	26	 
	Article 12. Environmental Compliance and Procedures
	 	 	27	 
	Article 13. Billings and Payment
	 	 	28	 
	Article 14. Applicable Regulations and Interpretation
	 	 	29	 
	Article 15. Force Majeure
	 	 	29	 
	Article 16. Limitation of Liability
	 	 	30	 
	Article 17. Indemnification
	 	 	30	 
	Article 18. Insurance
	 	 	31	 
	Article 19. Several Obligations
	 	 	32	 
	Article 20. Confidentiality
	 	 	32	 
	Article 21. Breach, Default and Remedies
	 	 	34	 
	Article 22. Term
	 	 	36	 
	Article 23. Amendment
	 	 	37	 
	Article 24. Assignment/Change in Corporate Identity
	 	 	37	 
	Article 25. Subcontractors
	 	 	38	 
	Article 26. Dispute Resolution
	 	 	38	 
	Article 27. Miscellaneous Provisions
	 	 	39	 






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EXHIBITS




	 	 	 
	Exhibit 1

	 	Identification of the Interconnection Points and Equipment
	 
	 	 
	Exhibit 2

	 	Contact Information for Local Distribution Company’s Site Representatives and Transmission Owner’s Site Representatives
	 
	 	 
	Exhibit 3

	 	Transmission Owner Switching Procedures
	 
	 	 
	Exhibit 4

	 	Local Distribution Company Switching Procedures
	 
	 	 
	Exhibit 5

	 	[Reserved]
	 
	 	 
	Exhibit 6

	 	[Reserved]
	 
	 	 
	Exhibit 7

	 	Form of Easement
	 
	 	 
	Exhibit 8

	 	Metering Specifications
	 
	 	 
	Exhibit 9

	 	Dispute Resolution Procedures
	 
	 	 
	Exhibit 10

	 	[Reserved]






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FORM OF DISTRIBUTION-TRANSMISSION INTERCONNECTION AGREEMENT




     This Distribution-Transmission Interconnection Agreement (“Agreement”) is entered into
as of the 17th day of December, 2007 by and between the Interstate Power and Light Company (IPL),
an Iowa corporation (“Local Distribution Company”), having a place of business at 200 First
Street SE, Cedar Rapids, IA, 52401 and ITC Midwest LLC, a Michigan limited liability company
(“Transmission Owner”). Transmission Owner and Local Distribution Company are individually
referred to herein as a “Party” and collectively as “Parties.”



     WHEREAS, pursuant to the Asset Sale Agreement between Transmission Owner and Local
Distribution Company, dated as of December 18, 2007 (the “Asset Sale Agreement”),
Transmission Owner has purchased from Local Distribution Company all elements of the Transmission
System that are presently interconnected with the Distribution System;



     WHEREAS, Local Distribution Company will own and/or operate existing and/or new Distribution
System facilities from present and/or new locations; and



     WHEREAS the existing Distribution System facilities currently are connected to the
Transmission System and Local Distribution Company will continue to connect the existing
Interconnection Equipment to the Transmission System on the terms set forth herein; and



     WHEREAS, Transmission Owner requires access to parts of Local Distribution Company’s assets,
and Local Distribution Company requires access to parts of Transmission Owner’s assets; and



     WHEREAS, Transmission Owner is willing to continue to own and/or operate the Transmission
System in accordance with Good Utility Practice; and



     WHEREAS, the Parties have agreed to execute this mutually acceptable Interconnection Agreement
in order to provide interconnection of the Local Distribution Company with the Transmission Owner
and to define the continuing rights, responsibilities, and obligations of the Parties with respect
to the use of certain of their own and the other Party’s property, assets, and facilities;



     NOW, THEREFORE, in consideration of their respective commitments set forth herein, and
intending to be legally bound hereby, the Parties covenant and agree as follows:



Article 1. Definitions




     Wherever used in this Agreement with initial capitalization, the following terms shall
have the meanings specified or referred to in this Article 1.




	1.1	 	Agreement means this Distribution-Transmission Interconnection Agreement between
Local Distribution Company and Transmission Owner, including all attachments hereto,
as the same may be amended, supplemented, or modified in accordance with its terms.






	1.2	 	Asset Sale Agreement shall have the meaning specified in the recitals.






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	1.3	 	Black Start Capability shall mean a generating unit that is capable of starting
without an
outside electrical supply.
	 
	1.4	 	Common Facilities shall mean substation assets at jointly occupied sites that benefit
both Local Distribution Company and Transmission Owner, but that are owned by either
Local Distribution Company or Transmission Owner individually (the
“Owning Utility”).
Common Facilities include, but are not limited to, perimeter fencing and other barriers,
control house(s) and other structures and associated foundations, grading and surfacing,
fire protection equipment, Station Power facilities, battery banks, lighting, lightning
masts, and grounding to the extent located on the substation properties identified in
Exhibit 1.






	1.5	 	Confidential Information shall have the meaning set forth in Section 20.1 hereof.
	 
	1.6	 	Balancing Authority/Control Area means an entity that maintains Resource to Load (as
those capitalized terms are defined in the OATT) interchange balance within a Balancing
Authority/Control Area and supports interconnection and frequency in real-time.






	1.7	 	Balancing Authority/Control Area Operator shall mean the entity that has the ability
and
the obligation to operate the Balancing Authority/Control Area to ensure that the
aggregate electrical demand and energy requirements of the load are met at all times,
taking into account scheduled and reasonably expected unscheduled outages of system
elements.
	 
	1.8	 	Dispute shall have the meaning set forth under Section 26.1 hereof.
	 
	1.9	 	Distribution System shall mean the equipment and facilities and the Interconnection
Equipment owned by Local Distribution Company and used to deliver power and energy
to end users, including transformers, switches, and feeders with an operating voltage of
less than 34 kV or such other facilities as may be designated by the applicable regulatory
agency. Such facilities are identified in Exhibit 1.
	 
	1.10	 	Distribution Transformer shall mean an electrical transformer that has its secondary low
side windings rated at Nominal Voltage of 34 kV or less or such other facilities as may be
designated by the applicable regulatory agency. Such facilities are identified in Exhibit 1.
	 
	1.11	 	Due Diligence shall mean the exercise of good faith efforts to perform a required act
on a timely basis and in accordance with Good Utility Practice using the necessary technical
and personnel resources.
	 
	1.12	 	Easements shall have the meaning set forth under Section 9.2 hereof.
	 
	1.13	 	Effective Date shall be the Closing Date, as defined in the Asset Sale Agreement.
	 
	1.14	 	Eligible Customer shall have the meaning specified in the OATT on file with the FERC.




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	1.15	 	Emergency means a condition or situation that, in the reasonable good faith
determination of the affected Party based on Good Utility Practice, causes or is
reasonably likely to cause an imminent physical threat of danger to life or a significant
threat to health, property or the environment.
	 
	1.16	 	ERO means the Electric Reliability Organization certified by FERC, or its successor.
	 
	1.17	 	FERC shall mean the Federal Energy Regulatory Commission or its successor federal
agency.
	 
	1.18	 	FERC Standards of Conduct shall mean the standards of conduct set forth in 18 CFR
§358 or its successor regulations.
	 
	1.19	 	Force Majeure shall have the meaning set forth under Article 15 hereof.
	 
	1.20	 	Forced Outage shall mean in the case of the Distribution System, taking the
Distribution
System, in whole or in part, out of service by reason of an Emergency or Network
Security Condition, unanticipated failure or other cause beyond the reasonable control of
Local Distribution Company, when such removal from service was not scheduled in
accordance with Section 3.7.2, and, in the case of the Transmission System, taking the
Transmission System, in whole or in part, out of service by reason of an Emergency or
Network Security Condition, unanticipated failure, or other cause beyond the reasonable
control of Transmission Owner when such removal from service was not scheduled in
accordance with Section 3.7.2.
	 
	1.21	 	Good Utility Practice shall mean the practices, methods and acts engaged in or
approved by a significant portion of the electric utility industry during the relevant time period,
including compliance with applicable ERO and RRO reliability standards, or any of the
practices, methods and acts that, 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 includes all acceptable
practices, methods, or acts generally accepted in the region.
	 
	1.22	 	Governmental Authority shall mean any foreign, federal, state, local or other
governmental regulatory or administrative agency, court, commission, department, board,
or other governmental subdivision, legislature, rulemaking board, tribunal, arbitrating
body, or other governmental authority; provided such entity possesses valid jurisdictional
authority to regulate the Parties and the terms and conditions of this Agreement.
	 
	1.23	 	Interconnection Equipment shall mean all the equipment that is necessary for the
interconnection of the Distribution System with the Transmission System as set forth in
Exhibit 1 hereto as it may be revised from time to time.
	 
	1.24	 	Interconnection Point(s) shall mean the point(s) at which the Distribution System is
connected with the Transmission System, as set forth in Exhibit 1 hereto as it may be
revised from time to time.






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	1.25	 	Interconnection Service shall mean the services provided by Transmission Owner for
the interconnection of the Distribution System with the Transmission System.
Interconnection Service does not include the right to transmission service on the
Transmission System, which service shall be obtained in accordance with the provisions
of the OATT.
	 
	1.26	 	Interconnection Standards shall be those standards provided by Transmission Owner to
Local Distribution Company or by mutual agreement of the Parties to establish and
maintain interconnected operation in compliance with the applicable standards of ERO,
and RRO, and applicable state or federal regulations.
	 
	1.27	 	Interest Rate shall mean the interest rate calculated in accordance with the methodology specified for interest on refunds in the FERC regulations at 18 C.F.R. § 35.19a(a)(2)(iii).
	 
	1.28	 	Jointly Used Assets shall have the meaning specified in Section 3.10.4.
	 
	1.29	 	Knowledge shall mean actual knowledge of the corporate officers or managers of the specified Person charged with responsibility for the particular function as of the Effective
Date of this Agreement, or, with respect to any certificate delivered pursuant to this Agreement, the date of delivery of the certificate.
	 
	1.30	 	Local Distribution Company shall mean Interstate Power and Light Company and its
successors and assigns.
	 
	1.31	 	Local Distribution Company’s Site Representative shall be that person or persons identified in Exhibit 2 as the point of contact for day-to-day operations of the Distribution
System.
	 
	1.32	 	Material Adverse Change shall have the meaning specified in Section 22.3(a).
	 
	1.33	 	MISO shall mean the Midwest Independent Transmission System Operator, Inc., or any
successor organization.
	 
	1.34	 	Multiple Use Transmission Structures shall have the meaning specified in Section 3.12.
	 
	1.35	 	Network Security shall mean the ability of the Transmission System to withstand sudden
disturbances such as unforeseen conditions, electric short circuits or unanticipated loss of
system elements consistent with reliability principles used to design, plan, operate, and
assess the actual or projected reliability of an electric system that are (i) established by
any Governmental Authority, ERO, or RRO and (ii) implemented by Transmission
Owner or required of Transmission Owner to be in compliance with Reliability
Coordinator directives.
	 
	1.36	 	Network Security Condition shall mean a condition or situation in which, in the reasonable good faith
determination of Transmission Owner, Network Security is not satisfied or is threatened.




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	1.37	 	Nominal Voltage shall mean an accepted standard voltage level offered by
Transmission Owner, at various points on the Transmission System, including but not limited to 34.5
kV, 69 kV, 115 kV, 138 kV, 161 kV, 230 kV, and 345 kV.
	 
	1.38	 	Normal System Condition shall mean any operating conditions of the Transmission
System other than an Emergency or Network Security Condition.
	 
	1.39	 	Open Access Transmission Tariff or OATT shall mean the Open Access Transmission Tariff on file with FERC under which transmission service is provided using the
Transmission System. Presently the effective OATT is the MISO Transmission and Energy Markets Tariff.
	 
	1.40	 	Owning Utility shall have the meaning set forth in Section 1.4.
	 
	1.41	 	Party and Parties shall have the meanings set forth in the introductory paragraph of this
Agreement.
	 
	1.42	 	Person shall mean any individual, partnership, limited liability company, joint venture,
corporation, trust, unincorporated organization, or governmental entity or any department
or agency thereof.
	 
	1.43	 	Planned Outage shall mean action by: (i) Local Distribution Company to take its
equipment, facilities or systems out of service, partially or completely, to perform work
on specific components that is scheduled in advance and has a predetermined start date
and an approximate duration pursuant to the procedures set forth in Section 3.7.4, or (ii)
Transmission Owner to take its equipment, facilities and systems out of service, partially
or completely, to perform work on specific components that is scheduled in advance and
has a predetermined start date and an approximate duration pursuant to the procedures set
forth in Section 3.7.4.
	 
	1.44	 	Protective Relay is a device that detects abnormal power system conditions and, in
response, initiates automatic control action.
	 
	1.45	 	Protective Relay System is a group of Protective Relays and associated sensing devices
and communications equipment that detects system abnormalities and performs
automatic control action to mitigate or reduce adverse effects of such abnormalities.
	 
	1.46	 	Qualified Personnel shall mean individuals trained for their positions pursuant to Good
Utility Practice.
	 
	1.47	 	Release shall mean spill, leak, discharge, dispose, pump, pour, emit, empty, inject,
leach, dump, or allow to escape into or through the environment.
	 
	1.48	 	Reliability Coordinator shall mean the ERO-approved entity that provides the security
assessment and emergency operations coordination for one or more Balancing
Authority/Control Areas or Transmission Owners and that has operational authority over
Transmission Owner under ERO standards. Presently the Reliability Coordinator is
MISO.




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	1.49	 	Revenue Quality Metering System shall mean a system that includes current and
voltage instrument transformers, secondary wiring, test switches, meter transducer(s), meter and
loss compensation as set forth in Article 5.
	 
	1.50	 	RRO shall mean the applicable regional reliability organization, or its successor.
Presently the RRO is the Midwest Reliability Organization.
	 
	1.51	 	RTO shall mean a Regional Transmission Organization, as designated by FERC.
Presently the RTO is MISO.
	 
	1.52	 	RTU — Remote Terminal Unit shall mean a device connected by a communication system
to one or more master computers with appropriate software placed at various locations to
collect data and perform remote control. A Remote Terminal Unit may also perform
intelligent autonomous control of electrical systems and report the results back to the
master computer(s).
	 
	1.53	 	Shared Distribution Substations shall have the meaning specified in Section 3.10.2.
	 
	1.54	 	Shared Transmission Stations shall have the meaning specified in Section 3.10.1.
	 
	1.55	 	Station Power shall be the energy needed to serve the auxiliary loads within the
substation, including heating, lighting service to panels, etc at a Shared Transmission or
Shared Distribution substation.
	 
	1.56	 	Supervisory Control and Data Acquisition (SCADA) shall mean a system that provides
data acquisition, supervisory control and alarm display and control from remote field
locations to control centers.
	 
	1.57	 	Surviving Distribution Entity shall have the meaning specified in Section 24.2.
	 
	1.58	 	Surviving Transmission Entity shall have the meaning specified in Section 24.1.
	 
	1.59	 	System Restoration Plan shall mean a plan utilizing Black Start Capability designed
and implemented by Transmission Owner in conjunction with its interconnected generation
and distribution customers, Balancing Authority/Control Area Operators, other electric
systems, Reliability Coordinator and RRO to energize portions of the Transmission
System that are de-energized as a result of a widespread system disturbance.
	 
	1.60	 	Term shall have the meaning set forth in Section 22.1 hereof.
	 
	1.61	 	Transmission Owner shall mean ITC Midwest LLC and its successors and assigns.
	 
	1.62	 	Transmission Owner’s Site Representative shall be that person or persons identified in
Exhibit 2 as the point of contact of day-to-day operations of the Transmission System.
	 
	1.63	 	Transmission System shall mean all facilities of Transmission Owner through
which Transmission Owner provides transmission service under the OATT.






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	1.64	 	Transmission System Operations Center(s) shall mean the Transmission System control
center(s) that is/are responsible for monitoring and controlling the Transmission System in
real time.





Article 2. Operational Requirements





	2.1	 	Subject to the terms and conditions of this Agreement,
Transmission Owner shall provide Local Distribution Company Interconnection Service for each Interconnection Point
identified in Exhibit 1, from the Effective Date for the Term of this Agreement.
	 
	2.2	 	The Interconnection Points between the Transmission System and Distribution System,
including the locations thereof and all associated equipment are described and shown on
Exhibit 1 hereto. The Parties shall amend Exhibit 1 to reflect additions to or
modifications of any Interconnection Points or any such equipment.
	 
	2.3	 	Exhibit 2 shall list Local Distribution Company’s Site Representatives and Transmission
Owner’s Site Representatives, as may be modified from time to time by the respective
Parties.
	 
	2.4	 	Interconnection Standards.






	 	2.4.1	 	The Interconnection Point(s) shall be established and maintained in accordance
with Good Utility Practice and Federal, State, ERO, RRO and RTO standards and
policies applicable to Transmission Owner’s interconnection service to Local
Distribution Company.
	 
	 	2.4.2	 	Reactive Power. Transmission Owner and Local Distribution Company
recognize and further agree that Local Distribution Company and Transmission Owner have
a mutual responsibility for maintaining voltage at each Interconnection Point, in
accordance with applicable ERO Standards, Reliability Coordinator and RRO
protocols and policies:






	 	(i)	 	Local Distribution Company shall maintain a system
average power factor of at least 98% leading or lagging, as measured at the
distribution side of the Interconnection Point(s), at load levels greater than
90% of the Local Distribution Company’s monthly system peak load.
	 
	 	(ii)	 	Local Distribution Company shall maintain a system
average power factor between 90% leading and 90% lagging, as measured at the
distribution side of the Interconnection Point(s), at load levels less than 90%
of the Local Distribution Company’s monthly system peak load.
	 
	 	(iii)	 	The Transmission Owner shall have the ability to request the
Local Distribution Company to correct power factor(s) at delivery points in an area
or region requiring reactive support. Local Distribution Company shall use
reasonable efforts to correct power factor in a timely fashion.




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	 	(iv)	 	Transmission Owner recognizes that there may be situations where
power factor correction is best accomplished on the Transmission System. The
Transmission Owner shall use reasonable efforts to make appropriate changes
to the system to compensate for reactive power losses.
	 
	 	(v)	 	The Parties agree to cooperate in the installation
and management of reactive power resources connected to their respective
systems.






	2.5	 	(a) Local Distribution Company shall comply with Transmission Owner’s operating
requirements and/or switching procedures. Such operating requirements
and switching procedures are set forth in Exhibit 3.






	 	(b)	 	Transmission Owner shall comply with Local Distribution
Company’s operating requirements and/or switching procedures.
Such operating requirements and
switching procedures are set forth in Exhibit 4.
	 
	 	(c)	 	Representatives of Local Distribution Company and
Transmission Owner shall meet annually to review both Parties’ operating requirements and switching
procedures set forth in Exhibits 3 and 4 and adopt any mutually agreed
amendments to Exhibits 3 and 4 in accordance with the requirements of Section
23.2.






	2.6	 	Local Distribution Company shall be required to comply in all respects with the requests,
orders, directives and requirements of Transmission Owner including those issued to
implement directives of the Reliability Coordinator. Any such requests, orders, directives
or requirements of Transmission Owner or the Reliability Coordinator must be: (a) issued
pursuant to Good Utility Practice, (b) not unduly discriminatory, (c) otherwise in
accordance with applicable tariffs or applicable federal, state or local laws, and (d)
reasonably necessary to maintain the integrity of the Transmission System.
	 
	2.7	 	Transmission Owner shall verbally notify Local Distribution Company if Transmission
Owner is unable to comply with Section 2.5(b) at any time during the Term of this
Agreement. If the failure to comply is due to Local Distribution Company’s actions or
inactions, Transmission Owner will verbally notify Local Distribution Company to
correct such condition as soon as possible.
	 
	2.8	 	Load Shedding






	 	2.8.1	 	Local Distribution Company shall install and/or maintain automatic
under-frequency load shedding equipment as required to maintain compliance with
mandatory standards set forth by ERO, and RRO.






	 	(i)	 	Transmission Owner recognizes that as of the date of
this contract the Local Distribution Company has a large portion of its
under-frequency load that is shed from the Transmission System. The Parties
agree that the Local Distribution Company will transition all or most of its
under




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	 	 	 	frequency load to the Distribution System on a schedule mutually agreed to
by the Parties.
	 
	 	(ii)	 	Transmission Owner agrees to perform all required testing and
maintenance of the under-frequency load shedding equipment that is installed
on the Transmission System and provide the test data and maintenance records
to the Local Distribution Company. Local Distribution Company will reimburse
Transmission Owner for any expenses incurred that are in excess of the
Transmission Owner’s normal maintenance practices.






	 	2.8.2	 	Local Distribution Company shall install and/or maintain
under-voltage load shedding equipment as required to maintain compliance with mandatory standards
set forth by ERO, and RRO. The equipment selection and location shall be
determined by mutual agreement of the Parties.
	 
	 	2.8.3	 	If directed to do so by the Reliability Coordinator or Transmission Owner,
Local
Distribution Company shall shed load to maintain the reliability and integrity of
the Transmission System, provided that the Reliability Coordinator or
Transmission Owner shall make load-shedding determinations on an equitable,
non-discriminatory basis with respect to all loads interconnected with the
Transmission System whose interruption is necessary to permit safe and reliable
operation and maintenance of the Transmission System;.






	2.9	 	Not a Reservation for Transmission Service






	 	2.9.1	 	Local Distribution Company, as an Eligible Customer under the OATT, shall be
responsible for making arrangements under the OATT for transmission and any
ancillary services associated with the delivery of capacity and/or energy
purchased or produced by Local Distribution Company, which services shall not
be provided under this Agreement.
	 
	 	2.9.2	 	Local Distribution Company and Transmission Owner make no guarantees to
each other under this Agreement with respect to the availability of transmission
service under the OATT or any other tariff under which transmission service may
be available in the region. Nothing in this Agreement shall constitute an express
or implied representation or warranty with respect to the current or future
availability of transmission service.






	2.10	 	Local Distribution Company, or its agent, shall have and maintain an appropriate
agreement with each Balancing Authority/Control Area with responsibility for the load
served via an Interconnection Point, under which such Balancing Authority/Control Area
shall perform balancing of such load with generation. Local Distribution Company shall
provide a copy of each such agreement to Transmission Owner.






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Article 3. Operation and Maintenance





	3.1	 	The Parties agree to coordinate the operation of their electrical systems at the
Interconnection Points in compliance with Good Utility Practice to prevent or minimize
detrimental impacts on either Party’s system. The Parties agree to operate their
respective systems in synchronism at the Interconnection Points that are operated closed.
	 
	3.2	 	Each Party shall operate any equipment that might reasonably be expected to have an
impact on the operations of the other Party in a safe and efficient manner and in
accordance with all applicable federal, state, and local law, operating practices specified
by ERO, RRO and Good Utility Practice, and otherwise in accordance with the terms of
this Agreement. Each Party shall comply with such reasonable operating requests,
orders, directives and requirements of the other Party as are authorized under this
Agreement.






	3.3 	(a) 	 	Without limiting the generality of Section 3.1, Local Distribution Company shall
own, operate and maintain the Distribution System in a manner consistent with Good
Utility Practice to prevent degradation of voltage or of interconnection service of
the Transmission System. Local Distribution Company shall be responsible for the
costs of maintaining, operating, repairing or replacing the Distribution System and
Local Distribution Company’s Interconnection Equipment.






	 	(b)	 	Without limiting the generality of Section 3.1, Transmission Owner shall own,
operate and maintain the Transmission System in a manner consistent with Good
Utility Practice to prevent degradation of voltage or of interconnection service of
Local Distribution Company’s Distribution System. Transmission Owner shall be
responsible for the costs of maintaining, operating, repairing or replacing the
Transmission System and Transmission Owner’s Interconnection Equipment.






	3.4 	(a) 	 	Except during an Emergency, Local Distribution Company shall not, without
prior Transmission Owner authorization, operate any Transmission Owner circuit,
including transformer, line or bus elements. Local Distribution Company shall retain
the right to operate Transmission Owner equipment during an Emergency to address an
imminent threat to the safety of personnel, to maintain the integrity of the
Transmission System, to prevent damage to equipment and to maintain the integrity of
the Distribution System. When practical, prior to operation of such equipment, Local
Distribution Company shall provide immediate notice to Transmission Owner. Local
Distribution Company shall not operate any Transmission System circuit if upon
notice Transmission Owner expressly refused to grant permission to Local
Distribution Company. Within five (5) working days of such Emergency, Local
Distribution Company shall provide written explanation of such Emergency to
Transmission Owner.






	 	(b)	 	Except during an Emergency, Transmission Owner shall not, without prior
Local Distribution Company authorization, operate any Local Distribution Company
circuit, including transformer, line or bus elements. Transmission Owner shall




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	 	 	 	retain the right to operate Local Distribution Company equipment during an Emergency
to address an imminent threat to the safety of personnel, to maintain the integrity
of the Transmission System, and to prevent damage to equipment. When practical,
prior to operation of such equipment, Transmission Owner shall provide immediate
notice to Local Distribution Company. Transmission Owner shall not operate any
Distribution System circuit if upon notice Local Distribution Company expressly
refused to grant permission to Transmission Owner. Within five (5) working days of
such Emergency, Transmission Owner shall provide written explanation of such
Emergency to Local Distribution Company.






	3.5	 	Local Distribution Company and Transmission Owner shall design, install, test, calibrate,
set, and maintain their respective Protective Relay equipment in accordance with Good
Utility Practice, applicable federal, state or local laws, ERO, RRO and RTO requirements
and this Agreement, as set forth in Article 6 hereof.






	3.6 	(a) 	 	If Transmission Owner reasonably determines that (i) any of Local Distribution
Company’s Interconnection Equipment fails to perform in a manner consistent with
Good Utility Practice and applicable ERO, RRO, and RTO requirements or this
Agreement, or (ii) Local Distribution Company has failed to perform proper testing
or maintenance of its Interconnection Equipment in accordance with Good Utility
Practice or this Agreement, Transmission Owner shall give Local Distribution Company
written notice to take corrective action. Such written notice shall be provided by
Transmission Owner to Local Distribution Company’s Site Representative as soon as
practicable upon such determination. If Local Distribution Company fails to initiate
corrective action promptly and in any event within seven (7) days after the delivery
of such notification, and if in Transmission Owner’s reasonable judgment leaving
Local Distribution Company’s Distribution System connected with Transmission System
would create an Emergency or Network Security Condition, Transmission Owner may,
with as much prior verbal notification to Local Distribution Company and Balancing
Authority/Control Area Operator as practicable, open only the Interconnection
Point(s) needing corrective action connecting Local Distribution Company and
Transmission Owner until appropriate corrective actions have been completed by Local
Distribution Company, as verified by Transmission Owner. Transmission Owner’s
judgment with regard to an interruption of service under this paragraph shall be
made pursuant to Good Utility Practice and subject to Section 3.1 hereof. In the
case of such interruption, Transmission Owner shall immediately confer with Local
Distribution Company regarding the conditions causing such interruption and Local
Distribution Company’s recommendation concerning timely correction thereof. Both
Parties shall act promptly to correct the condition leading to such interruption and
to restore the connection.






	 	(b)	 	If Local Distribution Company reasonably determines that (i) any of
Transmission Owner’s Interconnection Equipment fails to perform in a manner consistent
with Good Utility Practice and applicable ERO, RRO, and RTO requirements or this
Agreement, or (ii) Transmission Owner has failed to perform proper testing or
maintenance of its Interconnection Equipment in accordance with Good Utility




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	 	 	 	Practice or this Agreement, Local Distribution Company shall give Transmission Owner
written notice to take corrective action. Such written notice shall be provided by
Local Distribution Company to Transmission Owner’s Site Representative as soon as
practicable upon such determination. If Transmission Owner fails to initiate
corrective action promptly and in any event within seven (7) days after the delivery
of such notification, and if in Local Distribution Company’s reasonable judgment
leaving Transmission System connected with Local Distribution Company’s Distribution
System would create an Emergency, Local Distribution Company may, with as much prior
verbal notification to Transmission Owner and Balancing Authority/Control Area
Operator as practicable, open only the Interconnection Point(s) needing corrective
action connecting Transmission Owner and Local Distribution Company until
appropriate corrective actions have been completed by Transmission Owner, as
verified by Local Distribution Company. Local Distribution Company’s judgment with
regard to an interruption of service under this paragraph shall be made pursuant to
Good Utility Practice and subject to Section 3.1 hereof. In the case of such
interruption, Local Distribution Company shall immediately confer with Transmission
Owner regarding the conditions causing such interruption and Transmission Owner’s
recommendation concerning timely correction thereof. Both Parties shall act promptly
to correct the condition leading to such interruption and to restore the connection.






	3.7	 	Outages






	 	3.7.1.	 	Outage Authority and Coordination. In accordance with Good Utility Practice
and applicable ERO, RRO, and RTO requirements, each Party may, in close cooperation
with the other, remove from service its system elements that may impact the other
Party’s system as necessary to perform maintenance or testing or to replace installed
equipment. Absent an Emergency, the Party scheduling a removal of a system element
from service will use good faith efforts to schedule such removal on a date mutually
acceptable to both Parties, in accordance with Good Utility Practice. The Parties
shall comply with RTO procedures relating to notification requirements for scheduled
outages.
	 
	 	3.7.2	 	The Parties shall coordinate inspections, Planned Outages, and maintenance of
their respective equipment, facilities and systems so as to minimize the impact on
the availability, reliability and security of both Parties’ systems and operations
when any such outage is likely to have a materially adverse impact on the other
Party’s system. Subject to the confidentiality provisions of Article 20 and FERC’ s
Standard of Conduct, on or before November 1 of each year during the Term hereof,
the Parties may exchange non-binding Planned Outage schedules, which shall be
developed and followed in accordance with Good Utility Practice, for the following
one-year period for the Distribution System and the Transmission System. The Parties
shall keep each other updated regarding any changes to such schedules. Each Party
shall use commercially reasonable efforts to minimize the costs of any cancellation
or rescheduling of a Planned Outage that affects the other Party’s system.




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	 	3.7.3	 	Forced Outage. In the event of a Forced Outage of a system element of
the
Distribution System adversely affecting the Transmission System, Local
Distribution Company will use Good Utility Practice to restore that system
element to service promptly. In the event of a Forced Outage of a system element
of the Transmission System adversely affecting the Distribution System,
Transmission Owner will use Good Utility Practice to restore that system element
to service promptly.
	 
	 	3.7.4	 	Planned Outage. In the event of a Planned Outage of a system element of the
Distribution System adversely affecting the Transmission System, Local
Distribution Company will act in accordance with Good Utility Practice to restore
that system element to service promptly in accordance with its schedule for the
work that necessitated the Planned Outage. In the event of a Planned Outage of a
system element of the Transmission System adversely affecting the Distribution
System, Transmission Owner will act in accordance with Good Utility Practice to
restore that system element to service promptly in accordance with its schedule
for the work that necessitated the Planned Outage.






	3.8	 	The Parties shall use commercially reasonable efforts consistent with Good Utility
Practice to coordinate operations in the event of any Forced or Planned Outage.
	 
	3.9	 	System Restoration Plan Participation. In accordance with Good Utility Practice, Local
Distribution Company agrees to participate in Transmission Owner’s System Restoration
Plan for the Distribution System and the Transmission System, as well as any verification
testing of Black Start Capability.
	 
	3.10	 	Shared Transmission Stations and Distribution Substations.






	 	3.10.1	 	Each Party shall be responsible for the operation and maintenance of their
respective equipment located in stations that house facilities of both the
Transmission Owner and Local Distribution Company. In the case where the
Transmission Owner is the majority owner of the stations, they shall be referred to
as the “Shared Transmission Stations” and in the case where the Local
Distribution Company is the majority owner of the stations, they shall be referred
to as the “Shared Distribution Substations”).
	 
	 	3.10.2	 	At least once each year, the Parties shall meet and review the Parties’ respective
operational and maintenance responsibilities at all Shared Transmission Stations
and Shared Distribution Substations and, if necessary, alter such responsibilities
as the Parties deem appropriate.
	 
	 	3.10.3	 	Transmission Owner and Local Distribution Company understand and agree that
at each Shared Transmission Station or Shared Distribution Substation, there are
facilities that each Party utilizes (e.g. station batteries, some protective relay
equipment, etc.). These Jointly Used Assets will be owned by the owner of the
Shared Station who shall be responsible for operating and maintaining such
Jointly Used Assets and for all costs associated with such operation and




13









 












	 		 	maintenance. Each Party shall operate and maintain their respective Jointly Used
Assets in accordance with Good Utility Practice and all applicable provisions of
this Agreement.
	 
	 	3.10.4	 	Maintenance of Common Facilities. Notwithstanding its obligation to comply
with Good Utility Practice, as identified elsewhere in this Agreement, the Owning
Utility of Shared Transmission Stations and Shared Distribution Substations shall
perform the following maintenance activities with respect to Common Facilities of
each substation: (1) maintain the integrity of the perimeter fencing, including
code-required signage; (2) maintain the functionality of yard lighting; (3) keep the
control house secure and take reasonable efforts to control rodents therein; (4)
perform periodic cleaning of the control house in order to minimize equipment damage
due to dirt and grit; (5) weatherize control house(s) in the spring and fall in
order to maintain proper ventilation and adequate heat and avoid a negative impact
on the serviceability of equipment; (6) weed treat the substation yard annually and
maintain adequate stone to maintain step and touch potentials at safe levels; and
(7) keep station access drives in drivable condition and free of snow and ice,
maintaining a path to the control house(s) and around the perimeter of the equipment
where possible.






	3.11	 	Station Power. The Parties agree that (i) Local Distribution Company’s system losses
include the Station Power supplied by Local Distribution Company to the Purchased
Transmission Assets (as defined in the Asset Sale Agreement), and accordingly that (ii)
Local Distribution Company shall supply Station Power to the Purchased Transmission
Assets at no cost to Transmission Owner. The Transmission Owner may request, from
the Local Distribution Company or appropriate service provider, additional Station
Power sources to the Purchased Transmission Assets (as defined in the Asset Sale
Agreement), or to new transmission station(s). In such circumstances, the provision of
such additional Station Power sources shall be subject to the terms and rates of the Local
Distribution Company’s, or appropriate service provider’s, applicable tariff for such
service.
	 
	3.12	 	Multiple Use Transmission Structures. The Parties acknowledge and understand that the
Transmission System includes certain transmission structures with both transmission and
distribution lines attached thereto (“Multiple Use Transmission Structures”). With
regard to the operation and maintenance of such Multiple Use Transmission Structures,
the Parties agree that:






	 	3.12.1	 	Subject to Sections 3.12.2 and 3.12.3, Transmission Owner shall allow Local
Distribution Company to maintain without charge attachments of those
distribution lines existing as of the Effective Date to the Multiple Use
Transmission Structures.
	 
	 	3.12.2	 	For Facilities that have been designed as Multiple Use Transmission Structures
prior to the Effective Date and can accommodate attachment of distribution lines,
there shall be no charge by Transmission Owner for attachments.




14









 












	 	3.12.3	 	Transmission Owner shall be responsible for the costs associated with
maintaining, relocating, upgrading or implementing other changes to the
transmission structures designated as Multiple Use Transmission Structures;
provided, however, that Local Distribution Company shall be responsible for all
costs associated with the distribution lines attached to such Multiple Use
Transmission Structures, including, but not limited to, costs associated with
maintaining, relocating, upgrading or implementing other changes to such
distribution lines.
	 
	 	3.12.4	 	Transmission Owner shall provide Local Distribution Company reasonable
advance notice of any planned change to Multiple Use Transmission Structures
that may require Local Distribution Company to relocate or otherwise change its
distribution lines attached thereto. If it is necessary under generally accepted
utility practice for the Local Distribution Company’s distribution lines to be
removed from Multiple Use Transmission Structures then the Transmission
Owner shall allow Local Distribution Company’s distribution lines to remain
attached to the Multiple Use Transmission Structures for a commercially
reasonable period in order to allow Local Distribution Company to develop a
suitable alternative for its distribution lines; provided, however,
that such interim
use of Multiple Use Transmission Structures by Local Distribution Company shall
neither impair the provision of non-discriminatory, open access transmission
service over the Transmission System nor interfere with any planned additions or
upgrades to such facilities proposed by Transmission Owner or directed by the
RTO, FERC or any other Governmental Authority with jurisdiction to require
such addition or expansion to the Transmission System. Local Distribution
Company shall act in good faith and exercise Due Diligence in developing and
implementing a suitable alternative for its distribution lines.





Article 4. Supervisory Control and Data Acquisition, SCADA





	4.1	 	Interconnection Points containing SCADA and communications equipment installed prior to
the Effective Date shall be considered to satisfy the terms and conditions of this Article 4.
Local Distribution Company shall install and operate such SCADA and communications equipment
as is necessary consistent with Good Utility Practice, and ERO and RRO requirements for
Transmission Owner to perform monitoring, state estimation and contingency analysis for (i)
Interconnection Points that existed prior to the Effective Date and did not contain SCADA and
communications equipment or (ii) new Interconnection Points installed after the Effective
Date. Each Interconnection Point or other mutually agreeable location with SCADA and
communications equipment shall have one dedicated communications path to Balancing
Authority/Control Area Operator’s control center for the RTU data. Additional data paths and
communications equipment requested, either emanating from the substation or the Balancing
Authority/Control Area Operator’s control center, will be at the expense of the requestor. The
SCADA and communications equipment may provide data and status information in real time or
with a time delay acceptable to Transmission Owner and shall provide data and control via an
industry standard protocol such as ICCP or another method agreed by






15











 






	 	 	the Parties. Such data may include, but not be limited to megawatts, megavars, voltage,
amperes, device status and communication system status.
	 
	4.2	 	Transmission Owner reserves the right (at Transmission Owner’s expense) to require
Local Distribution Company to install or cause to be installed at any new or modified
Interconnection Point a dual port RTU within Local Distribution Company’s substation
to provide data and control directly to the Transmission Owner. Local Distribution
Company will assist in furnishing desired inputs and outputs for such RTU.
	 
	4.3	 	The operating metering system shall consist of instantaneous values of MW, MVAR,
voltage and current (amperes). Amperes may be measured directly or calculated based on measured values.






	 	4.3.1	 	Values shall be inputted to a Remote Terminal Unit (RTU) or comparable
communication device for communication with the Balancing Authority/Control Area Operator.
	 
	 	4.3.2	 	Transducers may utilize the voltage transformers and current transformer
secondary circuits also utilized by the revenue metering equipment for a particular
interconnection. In such case, the performance criteria listed in Exhibit 8 hereto
for the voltage transformers and the current transformers shall apply. Relaying
class voltage transformers and current transformers are not to be utilized unless
mutually agreed by all the owners of the metering equipment and the Balancing
Authority/Control Area Operator.
	 
	 	4.3.3	 	Transducers shall have at most 0.3% inaccuracy. Transducers shall be field
calibrated at least once every ten (10) years, or as necessary, and documentation
shall be retained showing the calibration results until three (3) years after the last
calibration. The Transmission Owner and Local Distribution Company agree
that, as to all Interconnection Points in existence as of the Effective Date, no new
or different equipment shall be installed to meet the requirements of this section.






	4.4	 	To the extent new SCADA and associated communications equipment is to be installed,
Local Distribution Company shall install or facilitate installation of SCADA and
associated communications equipment as soon as practicable, provided that installation
shall be accomplished within a time period of no more than 180 days following notice by
Transmission Owner or prior to installation of any new Interconnection Points.





Article 5. Revenue Metering





	5.1	 	Local Distribution Company shall own, operate, test and maintain or contract for the
metering equipment at the Interconnection Points with Transmission Owner, as required by
this Article 5. Transmission Owner and Local Distribution Company agree that, as to all
Interconnection Points in existence as of the Effective Date, no new or different metering
equipment or arrangements shall be required. For existing Interconnection Points where
low-side metering exists without loss compensation, Parties will agree to loss compensation
factors. To the extent existing metering equipment is replaced or new metering equipment is
installed at Interconnection Points in existence as of the Effective




16









 






	 	 	Date, such replacements or installations shall meet the standards set in Section 5.2. Local
Distribution Company shall install metering equipment that meets the standards set forth in
Section 5.2 at all new Interconnection Points.






	5.2	 	The Revenue Quality Metering System shall consist of all instrument transformers
(current and voltage), secondary wiring, test switches and meter(s) required to determine
the metering values for record for any given metering point.






	 	5.2.1	 	Metering shall be form 9, 3 element for 4 wire systems and form 5, 2 element
for 3 wire systems.
	 
	 	5.2.2	 	Meters shall measure, at a minimum, megawatt hours and megavar hours and
have bi-directional capability, where applicable. All measured values shall have
individual outputs, (such as DNP and KYZ), where applicable and a minimum 35-
day interval data recording capability for each measured value.
	 
	 	5.2.3	 	Revenue-quality loss-compensated metering shall be acceptable if the metering
facilities and the Interconnection Point are not at the same physical location. The
metering shall account for real power losses between the location of the meter and
the Interconnection Point and no-load losses of the power transformer. Real
power losses between the location of the meter and the Interconnection Point must
be agreed upon by both parties. The meter data management system for
determining such losses shall be MV-90 or an equivalent meter data management
system.
	 
	 	5.2.4	 	The Party that owns the metering equipment shall maintain records that
demonstrate compliance with all meter tests and maintenance conducted in
accordance with Good Utility Practice for the life of the Interconnection Point.
The non-owning Party shall have reasonable access to the records.
	 
	 	5.2.5	 	For installations where the metering is performed using loss compensation, the
factory certified test results of the power transformer, including load, no-load
losses and calculated meter loss calculations, shall be recorded in writing. The
non-owning Party shall have reasonable access to the records. If factory certified
test results, including load and no-load losses are not available, then both parties
shall endeavor to agree on the loss compensation value.
	 
	 	5.2.6	 	Records showing metering instrument transformers’ factory certified or utility
test shop test results showing compliance with applicable metering test standards shall
be maintained by the meter owner. The non-owning Party shall have reasonable
access to the records. Metering transformers must be at least .3% accuracy class.
	 
	 	5.2.7	 	A meter’s factory certified or utility test result, showing compliance with
applicable metering test standards, shall be maintained by the meter owner. The
non-owning Party shall have reasonable access to the records.
	 
	 	5.2.8	 	Metering equipment shall be tested by the Party owning said equipment at
suitable intervals agreed upon by the Parties. Such test intervals shall not exceed




17









 






	 	 	 	4 years. The meters’ accuracy shall be maintained at a minimum in accordance with
applicable regulatory standards. At the request of either Party, special tests, outside the
agreed upon test interval, shall be made. If any special meter test discloses the metering
device to be registering within acceptable limits of accuracy as specified herein, then the
Party requesting such special meter test shall bear the expense thereof. Otherwise, the
expense of such test shall be borne by the owner. Representatives of each Party shall be
afforded opportunity to be present at all routine or special tests and upon occasions when
any readings for purposes of settlements hereunder are taken from meters not producing an
automatic record.






	 	5.2.9	 	If, as a result of any test, any meter shall be found to be registering more than one
(1) per cent above or below one hundred (100) percent of accuracy, the account
between the Parties hereto shall be corrected, for a period equal to one-half of the
elapsed time since the last prior test, according to the percentage of inaccuracy so
found, except that if the meter shall have become defective or inaccurate at a
reasonably ascertainable time since the last prior test of such meter, the correction
shall extend back to such time. No meter shall be left in service if found to be
more than 0.5 percent above or below one hundred (100) percent of accuracy at
series full and light load, unity power factor. Should metering equipment at any
time fail to register, the energy delivered shall be determined from the best
available data. All meters shall be kept under seal, such seals to be broken only
when the meters are to be tested or adjusted.
	 
	 	5.2.10	 	Test switches shall be installed to allow independent testing and/or replacement of
each meter and transducer utilizing the secondary circuit. No other piece of
equipment shall be in the revenue metering secondary circuit.
	 
	 	5.2.11	 	In substations where an RTU or other remote data collecting and
telecommunication device is present, meters shall have form C, 3-wire outputs
with programmable values determined by Local Distribution Company for bi-
directional MWHs and MVARs. Such form C, 3 wire outputs shall be connected
to an isolation relay before connecting to the RTU. Alternatively, real time
SCADA (Watts, Vars, Voltage, PF, Current, Frequency, etc.) and equivalent pulse
accumulator values may be electronically ported from the revenue meter to the
station RTU when technically feasible and upon agreement of the parties.
	 
	 	5.2.12	 	In interconnecting substations where electrical energy is resold to another local
distribution company other than the one interconnecting with the Transmission
Owner at such substation, revenue meters shall also be equipped with modems
connected to a land phone circuit. The land line shall be provided and paid for by
Local Distribution Company. Also acceptable is using a meter and equipment so
the meter can be accessed by using a TCP/IP address.
	 
	 	5.2.13	 	In the event of an interconnection meter needing replacement or repair, a
representative from the non-owning party shall be given a reasonable opportunity to be present during such repair or replacement.




18









 












	 	5.2.14	 	Transmission Owner shall have the right to read the revenue meters remotely,
and in a secure manner, as reasonably necessary to facilitate billing and
calculation and verification of revenues.





Article 6. Protective Relaying and Control





	6.1	 	Transmission Owner shall have the right, using Good Utility Practice, to review and
approve all new Protective Relaying logic equipment, including equipment settings,
protective relay schemes, drawings, and functionality associated with each
Interconnection Point. Local Distribution Company shall have the right, using Good
Utility Practice, to review all new Protective Relaying logic equipment, including
equipment settings, protective relay schemes, drawings, and functionality associated with
each Interconnection Point. Protective Relaying logic equipment and schemes installed
before the Effective Date shall be considered to satisfy the terms and conditions of this
Article 6. When existing equipment or schemes installed prior to the Effective Date are
replaced or when new equipment or schemes are installed pursuant to this Article 6 or in
association with new Interconnection Points, then such replacement or installation shall
be performed in accordance with the terms and conditions of this Article 6.
	 
	6.2	 	To the extent that there is generation on the Distribution System that, in the reasonable
judgment of either Party, may contribute material amounts of current to a fault on the
Transmission System, Local Distribution Company shall have and enforce standards to
ensure the provision, installation and maintenance of relays, circuit breakers, and all other
devices necessary to remove promptly any fault contribution of such generation to any
short circuit occurring on the Transmission System and not otherwise isolated by the
Transmission Owner equipment. Such protective equipment shall include, without
limitation, a disconnecting device or switch with load interrupting capability to be located
between the generation and the Transmission System at an accessible, secure, and
satisfactory site selected upon mutual agreement of the Parties. Transmission Owner shall
not be responsible for protection of such generation.
	 
	6.3	 	Any Protective Relay System that causes any Transmission Owner protective device or
Local Distribution Company protective or switching device connected to a Transmission
Owner bus to operate shall be maintained and tested in accordance with the provisions of
this Article 6.
	 
	6.4	 	Transmission Owner shall, in accordance with Good Utility Practice, own, operate,
maintain and test those Protective Relays, current transformers, and potential
transformers listed in Exhibit 1 that provide protection for the Transmission System.
Local Distribution Company shall, in accordance with Good Utility Practice, own,
operate, maintain, and test any remaining Protective Relays governed by this Article 6.
The Parties shall maintain, and, as necessary, upgrade their respective Protective Relay
Systems in accordance with Good Utility Practice, and each Party shall provide the other
Party with access to copies of operation and maintenance manuals and test records for all
relay equipment.




19









 












	6.5	 	The Parties shall test their respective relays associated with the Interconnection
Points for correct calibration and operation in accordance with Good Utility Practice. Complete
functional testing of the relay protection schemes shall be performed at the same time.
Parties shall coordinate design, installation, operation, and testing of Protective Relay
schemes to insure that such relays operate in a coordinated manner so as to not cause
adverse operating conditions on the other Party’s system.
	 
	6.6	 	Local Distribution Company shall be responsible for maintenance, calibration and
functional testing of Protective Relay systems that protect Local Distribution Company’s
equipment associated with the Interconnection Points and that protect Transmission
Owner from Local Distribution Company’s Interconnection Equipment to the extent such
calibration and testing are consistent with Good Utility Practice. All such maintenance
and testing must be performed by Qualified Personnel selected by Local Distribution
Company. In addition, Local Distribution Company shall allow Transmission Owner to
conduct regularly scheduled, visual inspection of all Protective Relaying and associated
maintenance records. Related maintenance and operational records shall be maintained
by Local Distribution Company in accordance with Good Utility Practice. Upon
completion of all Protective Relay calibration testing and relay functional testing, Local
Distribution Company shall make available copies of all test reports and related records
for review by Transmission Owner. Local Distribution Company shall review all test
reports and document that Protective Relay System’s tests and settings, as shown on such
test reports, have been done in accordance with the equipment’s specifications and Good
Utility Practice.






	6.7 	(a)	 	As Transmission Owner’s system protection requirements change and as system
protection technology advances, Transmission Owner will upgrade its Protective Relay
System in accordance with Good Utility Practice. If these upgrades affect the
serviceability and acceptability of the Protective Relay Systems on the
Interconnection Equipment installed, owned, and operated by Local Distribution
Company, Local Distribution Company must (at its own expense) upgrade its Protective
Relay Systems as necessary to bring them into compatibility with, and adopt the
technological standards of, the Protective Relay Systems installed by Transmission
Owner. Transmission Owner shall give Local Distribution Company notice of any such
upgrade as soon as practicable prior to the anticipated date of such upgrade.
	 
	 	(b)	 	As Local Distribution Company’s system protection requirements change and
as technology advances, Local Distribution Company will upgrade its Protective Relay
System in accordance with Good Utility Practice. If these upgrades affect the
serviceability and acceptability of the Protective Relay Systems on the Interconnection
Equipment installed, owned, and operated by Transmission Owner, Transmission Owner must
(at its own expense) upgrade its Protective Relay Systems as necessary to bring them
into compatibility with, and adopt the technological standards of, the Protective Relay
Systems installed by Local Distribution Company. Local Distribution Company shall give
Transmission Owner notice of any such upgrade as soon as practicable prior to the
anticipated date of such upgrade.




20









 












	 	(c)	 	Exhibit 1 shall be updated by the Parties to reflect any changes in
Protective Relay Systems as they are made.






	6.8	 	Local Distribution Company shall provide the necessary space to install or expand relay
panels for substation system protection if requested by Transmission Owner. Any
incremental costs required to accommodate such a request shall be the responsibility of
Transmission Owner.
	 
	6.9	 	Transmission Owner shall provide the necessary space to install or expand relay panels
for substation system protection if requested by Local Distribution Company. Any
incremental costs required to accommodate such a request shall be the responsibility of
Local Distribution Company.





Article 7. Planning and Obligation to Serve





	7.1	 	Adequacy Obligation. Subject to applicable regulatory approvals, including the
principles of least-cost long-term planning applicable to maintaining the overall reliability of the
transmission and distribution system in the planning horizon, and subject to the oversight
and direction of the RTO (or any successor regional transmission organization) where
applicable, Transmission Owner shall have a public utility duty to operate, maintain, plan
and construct the Transmission System so that the system is adequate:






	 	(a)	(i)	 	to support effective competition in energy markets without favoring any market participant;
	 
	 	 	(ii)	 	to deliver on a reliable basis the reasonable, projected
needs of all loads on the electric distribution systems connected to and
dependent upon the Transmission Owner’s facilities for delivery of reliable,
low-cost and competitively-priced electricity to such distribution systems; and
	 
	 	 	(iii)	 	to provide needed support to the distribution systems
interconnected to the Transmission System; and






	 	(b)	 	In meeting these obligations, the Transmission Owner shall treat the
needs of each electric distribution system interconnected with the Transmission system,
and the electric loads on each system in a nondiscriminatory manner. The costs of
additions to the Transmission System to meet this adequacy obligation shall not be
directly assigned or charged to a distribution system, or to end users separately,
unless approved or required by the appropriate regulatory agency.






	7.2	 	Local Distribution Company and Transmission Owner shall discuss, at appropriate
intervals, the needs of Local Distribution Company and the plans of Transmission Owner
that could affect Local Distribution Company. The Parties agree to cooperate and
coordinate as necessary on planning and construction of projects that affect Local
Distribution Company.
	 
	7.3	 	If the Parties agree upon the need for any such project, they shall cooperate and
coordinate in seeking all necessary regulatory approval for such project. The Parties shall




21









 






	 	 	coordinate and cooperate with each other with respect to all communications and
commitments to municipal, county, and state agencies involved in such project.






	7.4	 	If Local Distribution Company proposes construction of a transmission project and
Transmission Owner does not agree that such project is needed, Local Distribution
Company shall have the right to petition the applicable Governmental Authority for a
declaratory ruling on whether the proposed project is needed pursuant to Transmission
Owner’s public-utility duty to plan and construct a reliable, adequate system. The Parties
agree that the ruling of the applicable Governmental Authority will be binding upon
them.
	 
	7.5	 	Load Growth and Reliability Needs. Transmission Owner is obligated to plan and
install any Transmission System components that may be necessary to accommodate Local
Distribution Company’s planned load growth and planned reliability improvements.
Transmission Owner will construct new interconnections with Local Distribution
Company facilities in accordance with Transmission Owner’s planning criteria, other
agreements in effect between the Parties, and Good Utility Practice. Transmission Owner
shall bear the responsibility for such planning and installing in accordance with this
Article 7. Transmission Owner’s obligations under this Section 7.5 shall include the
planning and installation of any new Interconnection Points that may be necessary to
accommodate Local Distribution Company’s planned load growth and planned reliability
improvements. Recovery of the cost of such additions shall be in accordance with Section 7.1.
	 
	7.6	 	To facilitate planning and construction discussions under Section 7.2, Local Distribution
Company, or its designated representative, shall annually submit the following
information, on a commercially reasonable efforts basis, to Transmission Owner:






	 	(a)	 	no later than November 1 of each year, the most recent actual summer and winter
peak demands in megawatts (MW) and megavars (MVAR) for each
Interconnection Point with the Transmission System, coincident with Local
Distribution Company’s peak demand for these seasons, and
	 
	 	(b)	 	no later than February 1 of each year:






	 	(i)	 	seasonal peak demand forecasts (MW and MVAR) for each
Local Distribution Company Interconnection Point with the Transmission System
for the next ten (10) years as required by the RRO, RTO or ERO for the
Transmission Owner’s model; and
	 
	 	(ii)	 	planned facility connections (new Interconnection
Points) with the Transmission System for the next ten (10) years.






	 	 	Transmission Owner will treat all information disclosed by Local Distribution Company under
this Section 7.6 as Confidential Information




22









 











Article 8. New Construction and Modification





	8.1	 	Subject to this Article 8, Transmission Owner may construct additional Transmission
System elements or modify the existing Transmission System and Local Distribution
Company may construct additional Distribution System elements or modify the existing
Distribution System. All such modifications and construction provided for herein, shall
be conducted in accordance with Good Utility Practice and all applicable ERO, and RRO
standards. Each Party shall only be responsible for the costs to modify its own system
elements and the costs to construct new elements of its system and shall not be
responsible for the costs imposed on the other party as a result of such modification or
new construction. However, during the period while such modification or new
construction is under way, the Party modifying system elements or constructing new
system elements shall maintain the transmission, distribution and communications
capabilities of the other Party using Good Utility Practice to avoid or minimize any
adverse impact on the other Party.
	 
	8.2	 	Notwithstanding the foregoing, no modifications to, or new construction of, facilities, or
access thereto, including but not limited to rights-of-way, fences, and gates, shall be
made by either Party that might reasonably be expected to have a material effect upon the
other Party with respect to operations or performance under this Agreement, without
providing such other Party (a) prior written notification as set forth in this Article 8,
and (b) sufficient information regarding the work prior to commencement to enable such
other Party to evaluate the impact of the proposed work on its operations. The
information provided must be sufficiently detailed to enable reasonable review by such
other Party and satisfy such other Party’s reasonable operational requirements. Each
Party shall use reasonable efforts to minimize any adverse impact on the other Party.
	 
	8.3	 	If any Party intends to install any new facilities, equipment, systems, or circuits or any
modifications to existing or future facilities, equipment, systems or circuits that could
reasonably be expected to have a material effect upon the operation of the other Party, the
Party desiring to perform said work shall, in addition to the requirements of Section 8.2,
provide the other Party with drawings, plans, specifications and other necessary
documentation for review at least 60 days prior to the start of the construction of any such
installation. This notice period shall not apply to modifications or new installations made
to resolve or prevent pending Emergency or Network Security Conditions.
	 
	8.4	 	The Party reviewing any drawings, plans, specifications, or other necessary
documentation shall promptly review the same and provide any comments to the
performing Party no later than 30 days prior to the start of the construction of any
installation. The performing Party shall incorporate all requested modifications to the
extent required to maintain Good Utility Practice and compliance with this Agreement.
	 
	8.5	 	Within 180 days after any modification or construction subject to this Article 8 is placed
in service, the Party initiating the work shall provide “as built” drawings, plans and
related technical data to the other Party. Approval or review of any document referenced
herein shall not relieve the initiating party of its responsibility for the design or




23









 






	 	 	construction of any proposed facility, nor shall it subject the other Party to any
liability, except with respect to the confidentiality provisions of Article 20.






	8.6	 	Each Party shall, at its own expense, have the right to inspect or observe all
maintenance activities, equipment tests and installation, construction, and modification of
facilities of the other Party that could have a material effect upon the facilities or
operations of the first Party.





Article 9. Access to Facilities





	9.1	 	The Parties hereby agree to provide each other such access to facilities, properties,
equipment and records as may be necessary and appropriate to enable each Party to
maintain its respective facilities, equipment and property in a manner consistent with
Good Utility Practice. Such access shall be provided in a manner so as not to interfere
unreasonably with the ongoing business operations, rights, and obligations of either
Party. Any such access shall be subject to applicable federal, state and local laws and
regulations and the rules and operation guidelines of the Party owning such facilities or
properties, including without limitation any requirement of such Party that personnel
make communication with the other Party upon entering such Party’s facilities or
properties.
	 
	9.2	 	Without limiting the generality of Section 9.1, Transmission Owner shall have access to
all of its equipment, systems, and facilities located on Local Distribution Company’s
property through easements granted to Transmission Owner and substantially in the form
of Exhibit 7 (“Easements”), and Local Distribution Company shall have access to all
its equipment, systems and facilities located on Transmission Owner’s property through
similar Easements. A schedule of easement agreements that will be governed by the
terms of this Agreement is attached hereto and incorporated herein by this reference as
Exhibit 7, Schedule 1. Transmission Owner and Local Distribution Company
acknowledge and agree that Exhibit 7, Schedule 1 may be revised and supplemented from
time to time to add and/or delete easements as additional facilities are added or retired.
Such supplementation shall not require formal amendment to this Agreement. Each Party
shall furnish at no cost to the other Party any necessary access, easements, licenses,
and/or rights of way upon, over, under, and across lands owned or controlled by either
Party and/or its affiliated interests for the construction and operation of necessary lines,
substations, and other equipment to accomplish interconnection of such other Party’s
facilities with the Transmission System under this Agreement and shall, at all reasonable
times, give such other Party, or its agents, free access to such lines, substations, and
equipment, as allowed by applicable ERO, or RRO policies, standards, or rules. An
accessible, protected and satisfactory site selected upon mutual agreement by the Parties
and located on Local Distribution Company’s premises shall be provided by and at Local
Distribution Company’s expense for installation of metering devices, unless
Transmission Owner elects to install meters on poles or other locations controlled by it.
Local Distribution Company grants to Transmission Owner at all reasonable times and
with reasonable supervision, the right of free ingress and egress to Local Distribution
Company’s premises for the purpose of installing, testing, reading, inspecting, repairing,
operating, altering, or removing any of Transmission Owner’s property located on Local




24









 






	 	 	Distribution Company’s premises or for other purposes necessary to enable Transmission Owner
to receive electric energy, suspend the receipt thereof, or determine Local Distribution
Company’s compliance with this Agreement.






	9.3	 	Each Party shall provide the other Party keys, access codes or other access methods
necessary to gain unassisted access to the other Party’s facilities to exercise rights under
this Agreement. Access shall only be granted to Qualified Personnel.
	 
	9.4	 	Neither Party shall make changes to the site topography or accesses, including but not
limited to grading or drainage, that could reasonably be expected to have a material
adverse effect upon the other Party’s facilities or common use drainage or pollution
control systems without the prior written consent of the other Party, such consent not to
be unreasonably withheld.





Article 10. Notifications and Reporting





	10.1	 	Unless otherwise provided, any notice required to be given by either Party to the other
Party in connection with this Agreement shall be given in writing: (a) personally; (b) by
facsimile transmission (if the sender thereafter sends such notice to the recipient by any
of the other methods provided in this Section 10.1); (c) by registered or certified U.S.
mail, return receipt requested, postage prepaid; or (d) by reputable overnight carrier, with
acknowledged receipt of delivery; or (e) any other method mutually agreed by the Parties
in writing. Notice given personally shall be deemed given on the date of personal receipt.
Notice sent by facsimile shall be deemed given on the date the transmission is confirmed
by sender’s facsimile machine, so long as the facsimile is sent on a business day during
normal business hours of the recipient. Otherwise, notice by facsimile shall be deemed
given on the next succeeding business day. Notice provided by mail or overnight courier
shall be deemed given at the date of acceptance or refusal of acceptance shown on such receipt.
	 
	10.2	 	Notice to Transmission Owner shall be to Transmission Owner’s Site Representative, at
the address identified in Exhibit 2. Notice to Local Distribution Company shall be to
Local Distribution Company’s Site Representative, at the address identified in Exhibit 2
	 
	10.3	 	Each Party shall provide prompt notice to the other Party describing: (i) the nature and
extent of any Emergency or Network Security Condition that may be reasonably
anticipated to affect the other Party’s equipment, facilities or operations, (ii) the impact
on operations, and (iii) all corrective action. Either Party may take reasonable and
necessary action, both on its own and the other Party’s system, equipment, and facilities,
to prevent, avoid or mitigate injury, danger, damage or loss to its own equipment and
facilities, or to expedite restoration of service; provided, however, that the Party taking
such action shall give the other Party prior notice, if at all possible, before taking any
action on the other Party’s system, equipment, or facilities.
	 
	10.4	 	In the event of an Emergency or Network Security Condition contemplated by Section
10.3, each Party shall provide to the other such information, documents, and data as are
necessary for operation of the Transmission System and Distribution System, including,




25









 






	 	 	without limitation, such information as is to be supplied to any Governmental Authority,
ERO, RRO, Transmission System Operations Center, or Balancing Authority/Control Area
Operator.






	10.5	 	In order to continue interconnection of the Distribution System and Transmission System,
each Party shall promptly provide the other Party with all relevant information,
documents, or data regarding the Distribution System and the Transmission System that
would be reasonably expected to affect the Distribution System or Transmission System
and is reasonably requested by ERO, RRO, or any Governmental Authority.
	 
	10.6	 	A Party performing routine maintenance and inspection activities that do not require
major equipment or system outages and have no material impact on the other Party shall
provide the other Party with at least twenty-four (24) hours’ prior notice, if practicable.
A Party performing routine maintenance and inspection activities that will require major
equipment or system outages shall provide the other Party with not less than seventy-two
(72) hours’ prior notice, if practicable; provided that the provisions of Section
3.7.2 remain applicable to the outages and that the notice required by this Section 10.6 shall be
in addition to, and does not substitute for, the requirements of Section 3.7. As noted in
Article 3.7, Parties must comply with the applicable RTO procedures.
	 
	10.7	 	Transmission Owner shall notify Local Distribution Company prior to entering Local
Distribution Company’s facilities for routine measurements, inspections and meter reads
in accordance with the requirements of Section 10.6. Local Distribution Company shall
notify Transmission Owner prior to entering Transmission Owner’s facilities, including
switchyards, for routine maintenance, operations, measurements, inspections and meter
reads, in accordance with the requirements of Section 10.6.
	 
	10.8	 	Each Party shall provide prompt verbal notice to the other Party of any system alarm
relating to the other Party’s equipment, unless the system alarm is automatically sent to the other Party.
	 
	10.9	 	Upon request, each Party shall provide a report or a copy of the data from a system events
recorder or digital fault recorder relating to the other Party’s equipment.
	 
	10.10	 	Each Party agrees to notify the other Party immediately verbally, and then in writing, of
any labor dispute or anticipated labor dispute of which its management has actual
knowledge that might reasonably be expected to affect the operations of the other Party
with respect to this Agreement.





Article 11. Safety





	11.1	 	Each Party agrees that all work performed by either Party that may reasonably be
expected to affect the other Party shall be performed in accordance with Good Utility
Practice and all applicable laws, regulations, safety standards, practices and procedures
and other requirements pertaining to the safety of persons or property (including, but not
limited to those of the Occupational Safety and Health Administration, the National
Electrical Safety Code and those developed or accepted by Transmission Owner and Local
Distribution Company for use on their respective systems) and Good Utility




26









 






	 	 	Practice when entering or working in the other Party’s property or facilities or
switching area. A Party performing work within the boundaries of the other Party’s
facilities must abide by the safety rules applicable to the site.






	11.2	 	Each Party shall be solely responsible for the safety and supervision of its own
employees, agents, representatives, and subcontractors.
	 
	11.3	 	Transmission Owner shall immediately report any injuries that occur while working on
Local Distribution Company’s property, facilities or switching area to appropriate
agencies and Local Distribution Company’s Site Representative. Local Distribution
Company shall immediately report any injuries that occur while working on
Transmission Owner’s property or facilities or switching area to appropriate agencies and
the Transmission Owner’s Site Representative. Each Party will provide the other with its
clearing/tagging/lockout procedures. Local Distribution Company’s procedures shall
govern clearances requested or initiated by Local Distribution Company on equipment of
Local Distribution Company that utilizes the Transmission Owner’s equipment as an
isolation device. Transmission Owner’s procedures shall govern clearances requested or
initiated by Transmission Owner on equipment of Transmission Owner that utilizes the
Local Distribution Company’s equipment as an isolation device.





Article 12. Environmental Compliance and Procedures





	12.1	 	Each Party shall immediately provide verbal notification to the other Party upon the
discovery of any Release of any hazardous substance caused by the Party’s operations or
equipment that impacts the assets or facilities of the other Party or upon discovery of the
Release of any hazardous substance that may reasonably be expected to migrate to, or
adversely impact, the property, facilities or operations of the other Party and shall
promptly furnish to the other Party copies of any reports filed with any governmental
agencies addressing such events. Such verbal notification shall be followed by written
notification within twenty-four (24) hours. The Party responsible for the Release of any
hazardous substance on the property or facilities of the other Party, or of any hazardous
substance that may migrate to, or adversely impact the property, facilities or operations of
the other Party shall be responsible for the reasonable cost of performing any and all
remediation or abatement activity and submitting all reports or filings required by
environmental laws. Advance written notification (except in emergency situations, in which
verbal, followed by written notification, shall be provided as soon as practicable) shall be
provided by any Party performing any remediation or abatement activity on the property or
facilities of the other Party, or that may adversely impact the property, facilities, or
operations of, the other Party. Except in emergency situations, such remediation or
abatement activity shall be performed only with the consent of the Party owning the affected
property or facilities. The Parties agree to coordinate, to the extent necessary, the
preparation of site plans, reports or filings required by law or regulation, including but
not limited to Spill Prevention, Control and Countermeasures (SPCC) and Stormwater Pollution
Prevention Plans (SWPP) required by any regulatory agency of competent jurisdiction.






27











 





Article 13. Billings and Payment





	13.1	 	Any invoices payable under this Agreement shall be provided to the other Party under
this Agreement within a reasonable time after the first day of each month. Each invoice
shall indicate the month in which services were provided, shall fully describe the services
rendered and shall be itemized to reflect the services performed or provided. The invoice
shall be paid within sixty (60) days of the invoice date.
	 
	13.2	 	Any payments required to be made by Local Distribution Company under this Agreement
shall be made to Transmission Owner at the following address:




ITC
Midwest LLC
39500 Orchard Hill
Place
Novi, MI 48375

Fax: (248) 374-7129

Attention: Accounts Receivable





	 	 	Any payments required to be made by Transmission Owner under this Agreement shall be made
to Local Distribution Company at the following address:




Interstate Power and Light Company

200 First Street SE

P.O. Box 351

Cedar Rapids, IA, 52406-0351

Fax: (319) 786-4492

Attention: Vern Gebhart, Vice President, Customer Service

Operations.





	13.3	 	The rate of interest on any amount not paid when due shall be equal to the Interest Rate in
effect at the time such amount became due. Interest on delinquent amounts shall be
calculated from the due date of the bill to the date of the payment. When payments are
made by mail, bills shall be considered as having been paid on the date of receipt by the
other Party. Nothing contained in this Article is intended to limit either Party’s remedies
under Article 21 of this Agreement.
	 
	13.4	 	Payment of an invoice shall not relieve the paying Party from any responsibilities or
obligations it has under this Agreement, nor shall such payment constitute a waiver of
any claims arising hereunder.
	 
	13.5	 	If all or part of any bill is disputed by a Party, that Party shall promptly pay the amount
that is not disputed and provide the other Party a reasonably detailed written explanation
of the basis for the Dispute pursuant to Article 26. The disputed amount shall be paid into
an independent escrow account pending resolution of the Dispute, at which time the
prevailing Party shall be entitled to receive the disputed amount, as finally determined to
be payable, along with interest accrued at the Interest Rate through the date on which
payment is made, within ten (10) business days of such resolution.




28









 












	13.6	 	Neither Party shall be responsible for the other Party’s costs of collecting
amounts due under this Agreement, including attorney fees and expenses and the expenses of
arbitration.





Article 14. Applicable Regulations and Interpretation





	14.1	 	Each Party’s performance under this Agreement is subject to the condition that all
requisite governmental and regulatory approvals for such performance are obtained in
form and substance satisfactory to the other Party in its reasonable judgment. Each Party
shall exercise Due Diligence and shall act in good faith to secure all appropriate
approvals in a timely fashion.
	 
	14.2	 	This Agreement is made subject to present or future state or federal laws, regulations, or
orders properly issued by state or federal bodies having jurisdiction. This Agreement
shall be interpreted pursuant to the laws of the State of Iowa without regard to any
conflicts of law principles and to the Federal Power Act and the regulatory agency or
agencies having jurisdiction over the particular matter.





Article 15. Force Majeure





	15.1	 	General. Except for the obligation to make any payments under this Agreement, neither
Party shall be considered to be in default or breach of this Agreement or liable in
damages or otherwise responsible to the other Party for any delay in or failure to carry
out any of its obligations under this Agreement if, and only to the extent that, the Party is
unable to perform or is prevented from performing by an event of Force Majeure.
Notwithstanding the foregoing sentence, neither Party may claim Force Majeure for any
delay or failure to perform or carry out any provision of this Agreement to the extent that
such Party has been negligent or engaged in intentional misconduct and such negligence
or intentional misconduct substantially and directly caused that Party’s delay or failure to
perform or carry out its duties and obligations under this Agreement.
	 
	15.2	 	Force Majeure Defined. The term Force Majeure means those events beyond the
reasonable control of, and without the fault or negligence of, the Party claiming Force
Majeure which, through the exercise of Good Utility Practice, that Party could not have
avoided and which, by exercise of Due Diligence, that Party is unable to overcome. Such
events include, but are not limited to, the following, to the extent they conform to the
foregoing criteria: labor disputes (including a strike) flood; lightning strikes; earthquake;
fire; epidemic; war; invasion; riot; civil disturbance; sabotage or vandalism; explosion;
insurrection; military or usurped power; action of any court or Governmental Authority,
or any civil or military authority de facto or de jure; act of God or the public enemy; or
any other event or cause of a similar nature beyond a Party’s reasonable control. Mere
economic hardship does not constitute Force Majeure.
	 
	15.3	 	Procedures. A Party claiming Force Majeure must:






	 	15.3.1	 	give written notice to the other Party of the occurrence of a Force Majeure event no
later than three (3) business days after learning of the occurrence of such an event;




29









 












	 	15.3.2	 	use Due Diligence to resume performance or the provision of service hereunder
as
soon as practicable;
	 
	 	15.3.3	 	take all commercially reasonable actions to correct or cure the Force Majeure
event;
	 
	 	15.3.4	 	exercise all reasonable efforts to mitigate or limit damages to the other Party,
except that neither party shall be required to settle any strike, walkout, lockout or
other labor dispute on terms that, in the sole judgment of the Party involved in the
dispute, are contrary to its interest; and
	 
	 	15.3.5	 	provide prompt written notice to the other Party of the cessation of the adverse
effect of the Force Majeure event on its ability to perform its
obligations under this Agreement.





Article 16. Limitation of Liability





	16.1	 	With respect to claims by and between the Parties under this Agreement, notwithstanding
any other provision of this Agreement, liability of each Party shall be limited to direct
actual damages, and all other damages at law or in equity are waived. Under no circumstances
shall either Party or its affiliates, directors, officers, employees and agents, or any of
them, be liable to the other Party, whether in tort, contract or other basis in law or equity
for any special, indirect, punitive, exemplary or consequential damages, including without
limitation such damages for: loss of profits or revenue from work not performed, loss of use
of or under-utilization of the other Party’s facilities, loss of use of revenues, attorneys’
fees, litigation costs and loss of anticipated profits resulting from either Party’s
performance or non-performance of an obligation imposed by this Agreement. The limitations on
damages specified in this section are without regard to the cause or causes related thereto,
including the negligence of any Party, whether such negligence be sole, joint or concurrent,
or active or passive. This limitation shall not apply to claims for death, bodily injury or
third party claims.





Article 17. Indemnification





	17.1	 	Local Distribution Company’s Indemnification. Subject to the provisions of
Article 16, Local Distribution Company shall indemnify, hold harmless and defend Transmission
Owner, and its officers, directors, employees, affiliates, managers, members, trustees,
shareholders, agents, contractors, subcontractors, affiliates’ employees, invitees and
successors, from and against any and all claims, demands, suits, obligations, payments,
liabilities, costs, losses, judgments, damages and expenses (including the reasonable costs
and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements,
and compromises relating thereto, reasonable attorneys’ and experts’ fees and reasonable
disbursements in connection therewith) for damage to property, or injury to, or death of, any
individual, including Transmission Owner’s employees and affiliates’ employees, Local
Distribution Company’s employees, or any other third parties, to the extent caused wholly or
in part by any act or omission, negligence or otherwise, by Local Distribution Company or its
officers, directors, employees, agents, contractors,






30












 






subcontractors and invitees arising out of or connected with Local Distribution Company’s
performance or breach of this Agreement, or the exercise by Local Distribution Company of
its rights hereunder; provided, however, that the provisions of this Section shall
not apply if any such injury, death or damage is held to have been caused by the negligence
or intentional wrongdoing of Transmission Owner, its agents or employees. In furtherance of
the foregoing indemnification and not by way of limitation thereof, Local Distribution
Company hereby waives any defense it otherwise might have under applicable workers’
compensation laws.




	17.2	 	Transmission Owner’s Indemnification. Subject to the provisions of Article 16,
Transmission Owner shall indemnify, hold harmless and defend Local Distribution
Company, its parent and its officers, directors, employees, affiliates, managers, members,
trustees, shareholders, agents, contractors, subcontractors, invitees and successors, from
and against any and all claims, demands, suits, obligations, payments, liabilities, costs,
losses, judgments, damages and expenses (including the reasonable costs and expenses of
any and all actions, suits, proceedings, assessments, judgments, settlements, and
compromises relating thereto, reasonable attorneys’ and expert fees and reasonable
disbursements in connection therewith) for damage to property, or injury to, or death of
any individual, including Local Distribution Company’s employees and affiliates’
employees, Transmission Owner’s employees, or any other third parties, to the extent
caused wholly or in part by any act or omission, negligence or otherwise, by
Transmission Owner or its officers, directors, employees, agents, contractors,
subcontractors and invitees arising out of or connected with Transmission Owner’s
performance or breach of this Agreement, or the exercise by Transmission Owner of its
rights hereunder; provided, however, that the provisions of this Section shall not apply if
any such injury, death or damage is held to have been caused by the negligence or
intentional wrongdoing of Local Distribution Company, its agents or employees. In
furtherance of the foregoing indemnification and not by way of limitation thereof,
Transmission Owner hereby waives any defense it otherwise might have under applicable
workers’ compensation laws.
	 
	17.3	 	Indemnification Procedures. Any Party seeking indemnification under this Agreement
shall give the other Party notice of such claim as soon as practicable. Such notice shall
describe the claim in reasonable detail, and shall indicate the amount (estimated if
necessary) of the claim that has been, or may be sustained by, said Party. To the extent
that the other Party will have been actually and materially prejudiced as a result of the
failure to provide such notice, such notice will be a condition precedent to any liability
of
the other Party under the provisions for indemnification contained in this Agreement.
Neither Party may settle or compromise any claim for which indemnification is sought
under this Agreement without the prior consent of the other Party; provided,
however,
said consent shall not be unreasonably withheld or delayed. Each Party’s indemnification
obligation will survive expiration, cancellation or early termination of this Agreement.





Article 18. Insurance




	 	 	 	 	 
	18.1

	 	(a)
	 	The Parties agree to maintain, at their own cost and expense, general and
automobile liability, worker’s compensation, and other forms of insurance






31









 






	 	 	 	 	 
	 

	 	 	 	relating to their operations for the life of this Agreement in the manner, and
amounts, as are usual and customary for similarly situated companies in their
respective industries.
	 
	 	 	 	 
	 

	 	(b)
	 	Upon request, each Party shall provide to the other Party, properly executed
and
current certificates of insurance with respect to all insurance policies required to
be maintained by such Party under this Agreement. Certificates of insurance shall
provide the following information:







	 	(i)	 	name of insurance company, policy number and expiration date;
	 
	 	(ii)	 	the coverage required and the limits on each, including the amount of
deductibles or self-insured retentions, which shall be for the account of
the Party maintaining such policy;
	 
	 	(iii)	 	a statement indicating that the other Party shall
endeavor to provide at least thirty (30) days’ prior written notice of
cancellation of a policy.





	 	 	 	 	 
	 

	 	(c)
	 	If any insurance is written on a “claims made” basis, the primary insured
Party
shall maintain the coverage for a minimum of three (3) years
after the termination of this Agreement.






Article 19. Several Obligations





	19.1	 	Except where specifically stated in this Agreement to be otherwise, the duties,
obligations and liabilities of the Parties are intended to be several and not joint or
collective. Nothing contained in this Agreement shall ever be construed to create an
association, trust, partnership, or joint venture or to impose a trust or partnership duty,
obligation or liability or agency relationship on or with regard to either Party. Each Party
shall be individually and severally liable for its own obligations under this Agreement.





Article 20. Confidentiality




	 	 	 	 	 
	20.1

	 	(a)
	 	“Confidential Information” shall mean any confidential, proprietary or
trade secret information of or relating to a Party, including any plan, specification,
pattern, procedure, design, device, list, concept, policy or compilation relating to the
present or planned business of a Party, that is designated in good faith as Confidential by
the Party supplying the information, whether conveyed orally, electronically, in writing,
through inspection or otherwise. Confidential Information shall include, without limitation,
all information relating to a Party’s technology, research and development, business affairs,
pricing and customer-specific load data that constitutes a trade secret, and any information
supplied by either of the Parties to the other prior to the execution of this Agreement.
	 
	 	 	 	 
	 

	 	(b)
	 	General. Each Party will hold in confidence any and all
Confidential Information unless compelled to disclose such information (1) by judicial
or administrative process or other provisions of law or as otherwise provided for in
this Agreement, or (2) to meet obligations imposed by FERC or by a state or other
federal entity or






32









 






	 	 	 	 	 
	 

	 	 	 	by membership in ERO, RTO, or RRO (including without limitation obligations to
disclose to other Transmission Owners). Information required to be disclosed under
(b)(l) or (b)(2) above, does not, by itself, cause any information provided by Local
Distribution Company to Transmission Owner to lose its confidentiality.
Notwithstanding the first sentence of this Section 20.1(b), a Party that receives
Confidential Information may disclose the Confidential Information to a third party
to the extent such third party needs to know the Confidential Information for the
purpose of assisting such Party with respect to such Party’s obligations or rights
under this Agreement, provided that any such disclosure shall be consistent with the
applicable rules and regulations of FERC, including the FERC Standards of Conduct,
and provided further that such Party shall advise said third party of the
confidentiality provisions of this Agreement and use its best efforts to require
said third party to agree in writing to comply with such provisions. Transmission
Owner will develop and file with FERC standards of conduct relating to the sharing
of market-related Confidential Information with and by Transmission Owner employees.
	 
	 	 	 	 
	 

	 	(c)
	 	Term: During the term of this Agreement, and for a period of three
(3) years after
the expiration or termination of this Agreement, except as otherwise provided in
this Article 20, each Party shall hold in confidence and shall not disclose to any
person Confidential Information.
	 
	 	 	 	 
	 

	 	(d)
	 	Standard of Care: Each Party shall use at lease the same
standard of care to
protect Confidential Information it receives as that it uses to protect its own
Confidential Information from unauthorized disclosure, publication or
dissemination.







	20.2	 	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
disclosure by the receiving Party; (2) was in the lawful possession of the receiving Party
on a non-confidential basis prior to receiving it from the disclosing Party; (3) was
supplied to the receiving Party without restriction by a third party, who, to the knowledge
of the receiving Party, after due inquiry was under no obligation to the disclosing party to
keep such information confidential; (4) was independently developed by the receiving
party without reference to Confidential Information of the Disclosing Party; (5) is, or
becomes, publicly known, through no wrongful act or omission of the receiving Party or
breach of this Agreement; or (6) is required, in accordance with Section 20.1(b) of this
Agreement, to be disclosed by any federal or state government or agency or is otherwise
required to be disclosed by law or subpoena, or is necessary in any legal proceeding
establishing rights and obligations under this Agreement. Information designated as
Confidential Information will no longer be deemed confidential if the Party that
designated the information as confidential notifies the other Party that it no longer is
confidential.
	 
	20.3	 	Order of Disclosure. If a court or a government agency or entity with the right power,
and apparent authority to do so requests or requires either Party, by subpoena, oral
deposition, interrogatories, requests for production of documents, administrative order, or




33









 












		 	otherwise, to disclose Confidential Information, that Party shall provide the other Party
with prompt notice of such request(s) or requirement(s) so that the other Party may seek an
appropriate protective order or waive compliance with the terms of this Agreement. The
notifying Party shall have no obligation to oppose or object to any attempt to obtain such
production except to the extent requested to do so by the disclosing Party and at the
disclosing Party’s expense. If either Party desires to object or oppose such production, it
must do so at its own expense. The disclosing Party may request a protective order to
prevent any Confidential Information from being made public. Notwithstanding the absence of
a protective order or waiver, the Party may disclose such Confidential Information as, in
the opinion of its counsel, the Party is legally compelled to disclose. Each Party will use
reasonable effort to obtain reliable assurance that confidential treatment will be accorded
any Confidential Information so furnished.
	 
	20.4	 	Use of Information or Documentation. Each Party may utilize information or
documentation furnished by the disclosing Party and subject to Section 20.1 in any
proceeding under Article 26 or in an administrative agency or court of competent
jurisdiction addressing any dispute arising under this Agreement, subject to a
confidentiality agreement with all participants (including, if applicable, any arbitrator) or
a protective order.
	 
	20.5	 	Remedies Regarding Confidentiality. The Parties agree that monetary damages by
themselves will be inadequate to compensate a Party for the other Party’s breach of its
obligations under Article 20. Each Party accordingly agrees that if such Party breaches or
threatens to breach its obligations under Article 20, the other Party shall be entitled to
equitable relief, by way of injunction or otherwise.





Article 21. Breach, Default and Remedies





	21.1	 	General. A breach of this Agreement
(“Breach”) shall occur upon the failure by a Party to
perform or observe a material term or condition of this Agreement. A default of this
Agreement (“Default”) shall occur upon the failure of a Party in Breach of this
Agreement to cure such Breach in accordance with Section 21.4.
	 
	21.2	 	Events of Breach. A Breach of this Agreement shall include:






	 	(a)	 	the failure to pay any amount when due;
	 
	 	(b)	 	the failure to comply with any material term or condition of this Agreement,
including but not limited to any material Breach of a representation, warranty or
covenant made in this Agreement;
	 
	 	(c)	 	a Party’s abandonment of its work or the facilities contemplated in this Agreement;
	 
	 	(d)	 	a Party’s: (1) insolvency; (2) filing of a voluntary petition in bankruptcy
under any provision of any federal or state bankruptcy law or consent to the filing of any
bankruptcy or reorganization petition against such Party under any similar law;




34









 












	 	 	 	(3)general assignment for the benefit of such Party’s creditors; or (4) consent to
the appointment of a receiver, trustee or liquidator;
	 
	 	(e)	 	assignment of this Agreement in a manner inconsistent with the terms of
this Agreement;
	 
	 	(f)	 	either Party’s failure to provide such access rights, or attempt to
revoke or terminate such access rights, as provided under this Agreement; or
	 
	 	(g)	 	failure of either Party to provide information or data to the other Party as
required under this Agreement, provided that the Party entitled to the information or
data under this Agreement requires such information or data to satisfy its obligations
under this Agreement.






	21.3	 	Continued Operation. Except as specifically provided in this Agreement, in the event
of a Breach or Default by either Party, the Parties shall continue to operate and maintain, as
applicable, facilities and appurtenances that are reasonably necessary for the
Transmission Owner to operate and maintain the Transmission System, or for the Local
Distribution Company to operate and maintain the Distribution System, in a safe and
reliable manner.
	 
	21.4	 	Cure and Default. Upon the occurrence of an event of Breach, the non-Breaching Party,
when it becomes aware of the Breach, shall give written notice of the Breach to the
Breaching Party and to any other person a Party to this Agreement identifies in writing to
the other Party in advance. Such notice shall set forth, in reasonable detail, the nature of
the Breach, and where known and applicable, the steps necessary to cure such Breach.
Upon receiving written notice of the Breach hereunder, the Breaching Party shall have
thirty (30) days, to cure such Breach. If the Breach is such that it cannot be cured within
thirty (30) days, the Breaching Party will commence in good faith all steps as are
reasonable and appropriate to cure the Breach within such thirty (30) day time period and
thereafter diligently pursue such action to completion. In the event the Breaching Party
fails to cure the Breach, or to commence reasonable and appropriate steps to cure the
Breach, within thirty (30) days of becoming aware of the Breach, the Breaching Party
will be in Default of the Agreement. In the event of a Default, the non-Defaulting Party
has the right to seek to terminate the Agreement or take whatever action at law or equity
as may be permitted under this Agreement. Any termination under this Agreement shall
not take effect until FERC either authorizes the termination of this Agreement or accepts
written notice of its termination.
	 
	21.5	 	Abandonment. Upon abandonment as referenced in article 21.2.c above, the non-abandoning party shall have the right to purchase the abandoned facilities at the net book
value multiplied by the Net Premium Multiple.
	 
	21.6	 	Right to Compel Performance. Notwithstanding the foregoing, upon the occurrence of an
event of Default, the non-Defaulting Party shall be entitled to commence an action to
require the Defaulting Party to remedy such Default and specifically perform its duties




35









 












	 	 	and obligations hereunder in accordance with the terms and conditions hereof, and
exercise such other rights and remedies as it may have in equity or at law.





Article 22. Term





	22.1	 	Term. Subject to Article 22.2, this Agreement shall become effective as of the Effective
Date and shall continue in full force and effect for an initial period of twenty (20) years
and shall be automatically renewed for each successive one-year period thereafter on the
anniversary of the Effective Date.
	 
	22.2	 	Termination on Default. This Agreement may be terminated upon a Party’s Default in
accordance with the provisions of Article 21.
	 
	22.3	 	Material Adverse Change.






	 	(a)	 	In the event of a material change in law or regulation that adversely affects,
or may reasonably be expected to adversely affect, either Party’s performance under
this Agreement (“Material Adverse Change”), the Parties will negotiate in
good faith any amendment or amendments to the Agreement necessary to adapt the
terms of this Agreement to such change in law or regulation, and Transmission
Owner shall file such amendment or amendments for acceptance by FERC, as
applicable. Material Adverse Changes shall include without limitation:






	 	(i)	 	refusal by FERC to accept this Agreement for filing
without material modification or condition;
	 
	 	(ii)	 	prevention by ERO, RTO, or RRO, in whole or in part, of
either Party from performing any provision of this Agreement in accordance with
its terms; and
	 
	 	(iii)	 	implementation by FERC, the United States Congress, any
state, or any federal or state regulatory agency or commission of any change in
any law, regulation, rule or practice that materially affects or is reasonably
expected to materially affect either Party’s ability to perform under this
Agreement.






	 	(b)	 	If the Parties are unable to reach agreement on any such amendments, then the
Parties shall continue to perform under this Agreement to the maximum extent
possible, taking all reasonable steps to mitigate any adverse effect on each other
resulting from the material change in law or regulation. If the Parties are unable
to
reach agreement on any such amendments, Transmission Owner shall have the
right to make a unilateral filing with FERC to modify this Agreement pursuant to
Section 205 of the Federal Power Act and Local Distribution Customer shall have
the right to make a unilateral filing with FERC to modify this Agreement pursuant
to Section 206 of the Federal Power Act. Each Party shall have the right to protest
any such filing by the other Party and to participate fully in any proceeding before
FERC.




36









 












	22.4	 	Regulatory Filing. The Transmission Owner shall file this Agreement with FERC
as a
rate schedule within the meaning of 18 C.F.R. Part 35. Local Distribution Company
agrees to cooperate reasonably with Transmission Owner with respect to such filing and
to provide any information, including testimony reasonably requested by Transmission
Owner, needed to comply with applicable regulatory requirements.
	 
	22.5	 	Survival. The applicable provisions of this Agreement shall continue in effect during
dispute resolution (as provided for in Article 26) and after expiration, cancellation or
termination hereof to the extent necessary to provide for final billings, billing adjustments
and the determination and enforcement of liability and indemnification obligations
arising from acts or events that occurred while this Agreement was in effect.





Article 23. Amendment





	23.1	 	Section 205 and 206 Rights. Notwithstanding any other provision in this Agreement to
the contrary any Party may unilaterally make application to FERC under Section 205 or
206 of the Federal Power Act and/or pursuant to FERC’s rules and regulations
promulgated thereunder for a change in any rate, term, condition, charge, classification of
service, rule or regulation under or related to this Agreement. The standard of review
FERC shall apply when acting on proposed modifications to this agreement, either on
FERC’s own motion or on behalf of a signatory or a non-signatory, shall be the “just and
reasonable” standard of review rather than the “public interest” standard of review.
	 
	23.2	 	Amendments. Except as provided for in Section 23.1 above, this Agreement may only be
modified, amended, changed or supplemented in writing signed by both Parties.





Article 24. Assignment/Change in Corporate Identity





	24.1	 	Transmission Owner Assignment Rights. Transmission Owner may not assign this
Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of Local Distribution Company, which consent shall not be unreasonably
withheld; provided however, that Transmission Owner may assign this Agreement or any
of its rights or obligations hereunder without the prior written consent of Local
Distribution Company and may assign this Agreement to any entity or entities
(collectively, the “Surviving Transmission Entity”) in connection with a merger,
consolidation, or reorganization, provided that the Surviving Transmission Entity or
assignee owns the Transmission System and agrees in writing to be bound by all the
obligations and duties of Transmission Owner provided for in this Agreement.
	 
	24.2	 	Local Distribution Company Assignment Rights. Local Distribution Company may not
assign this Agreement or any of its rights, interests or obligations hereunder without the
prior written consent of Transmission Owner, which consent shall not be unreasonably
withheld; provided however, that Local Distribution Company may, without the consent
of Transmission Owner, and by providing prior reasonable notice under the
circumstances to Transmission Owner, assign, this Agreement to any entity or entities
(collectively, the “Surviving Distribution Entity”) in connection with a merger,
consolidation, or reorganization, provided that the Surviving Distribution Entity or




37









 












	 	 	assignee owns the Local Distribution System, agrees in writing to be bound by all the
obligations and duties of Local Distribution Company provided for in this Agreement.
	 
	24.3	 	Assigning Party to Remain Responsible. Any assignments authorized as provided for in
this Article will not operate to relieve the Party assigning this Agreement or any of its
rights, interests or obligations hereunder of the responsibility of full compliance with
the
requirements of this Agreement unless (a) the other Party consents (which consent shall
not be unreasonably withheld), and (b) the assignee agrees in writing to be bound by all
of the obligations and duties of the assigning Party provided for in this Agreement.
	 
	24.4	 	This Agreement and all of the provisions hereof are binding upon, and inure to the benefit
of, the Parties and their respective successors and permitted assigns.





Article 25. Subcontractors





	25.1	 	Nothing in this Agreement shall prevent the Parties from utilizing the services of
subcontractors as they deem appropriate; provided, however, that the Parties agree that,
where applicable, all said subcontractors shall comply with the terms and conditions of
this Agreement.
	 
	25.2	 	Except as provided herein, the creation of any subcontract relationship shall not relieve
the hiring Party of any of its obligations under this Agreement. Each Party shall be fully
responsible to the other Party for the acts and/or omissions of any subcontractor it hires
as if no subcontract had been made. Any obligation imposed by this Agreement upon the
Parties, where applicable, shall be equally binding upon and applicable to any
subcontractor.
	 
	25.3	 	No subcontractor is intended to be or shall be deemed a third-party beneficiary of this
Agreement.
	 
	25.4	 	The obligations under this Article 25 shall not be limited in any way by any limitation on
subcontractors’ insurance.
	 
	25.5	 	Each Party shall require its subcontractors to comply with all federal and state laws
regarding insurance requirements and shall maintain standard and ordinary insurance
coverages.





Article 26. Dispute Resolution





	26.1	 	Any claim or dispute that either Party may have against the other arising out of or
relating to this Agreement or the breach, termination or validity thereof (any such claim or
dispute, a “Dispute”) shall be submitted in writing to the other Party no later than
the latter of: (i) sixty (60) days after the circumstances that gave rise to the Dispute have
taken place, or (ii) sixty (60) days of discovery of such circumstances. The submission of any
Dispute shall be made to either Local Distribution Company’s Site Representative or
Transmission Owner’s Site Representative, and shall include a concise statement of the
question or issue in dispute, together with a statement listing the relevant facts and
documentation that support the claim. In the event Transmission Owner’s Site




38









 












	 	 	Representative and Local Distribution Company’s Site Representative are unable in good
faith to resolve their disagreement satisfactorily within thirty (30) days from the receipt
of notice of the Dispute, either Party may by written notice to the other refer the Dispute
to their respective senior management.
	 
	26.2	 	If any Dispute arising hereunder is not resolved within thirty (30) days after notice
thereof to the other Party, the Parties shall follow the Dispute Resolution procedures in
Exhibit 9 hereto.





Article 27. Miscellaneous Provisions





	27.1	 	This Agreement shall constitute the entire agreement between the Parties hereto relating
to the subject matter hereof. In all other respects, special contracts or superseding rate
schedules shall govern Transmission Owner’s transmission service to Local Distribution
Company.
	 
	27.2	 	No failure or delay on the part of Transmission Owner or Local Distribution Company in
exercising any of its rights under this Agreement, no partial exercise by either Party of
any of its rights under this Agreement, and no course of dealing between the Parties shall
constitute a waiver of the rights of either Party under this Agreement. No waiver shall be
effective other than by a written instrument signed by the Party granting such waiver, and
no such waiver shall operate as a waiver of, or estoppel with respect to, any subsequent
failure to comply therewith.
	 
	27.3	 	Nothing in this Agreement, express or implied, is intended to confer on any person other
than the Parties hereto any rights, interests, obligations or remedies hereunder.
	 
	27.4	 	In the event that any clause or provision of this Agreement or any part hereof shall be
held to be invalid, void, or unenforceable by any court or other Governmental Authority
of competent jurisdiction, said holding or action shall be strictly construed and shall not
affect the validity or effect of any other provision hereof, and the Parties shall endeavor
in good faith to replace such invalid or unenforceable provisions with a valid and
enforceable provision that achieves the purposes intended by the Parties to the greatest
extent permitted by law.
	 
	27.5	 	The Parties hereto agree to execute and deliver promptly, at the expense of the Party
requesting such action, any and all other and further instruments, documents and
information that may be reasonably requested in order to effectuate the transactions
contemplated hereby. The Parties agree to cooperate and assist each other in acquiring
any regulatory approval necessary to effectuate this Agreement.
	 
	27.6	 	The Article and Section headings herein are inserted for convenience only and are not to
be construed as part of the terms hereof or used in the interpretation of this Agreement.
	 
	27.7	 	In the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or foreign statute




39









 












		 	or law shall be deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. The word “including” in this Agreement shall mean
including without limitation.
	 
	27.8	 	This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original.
	 
	27.9	 	Each Party shall act as an independent contractor with respect to the provision of services
hereunder.
	 
	27.10	 	Nothing in this Agreement addresses, or is intended to address, the interconnection
service, and standards governing such service, provided by Transmission Owner to
interconnect the Transmission System with the generating facilities of the Local
Distribution Company or to any generating facilities of any entity affiliated with the
Local Distribution Company.
	 
	27.11	 	Affiliate Status of Parties. For purposes of this Agreement, neither Party shall be
considered an affiliate of the other.
	 
	27.12	 	Mutual Agreement. Whenever the Parties are called upon to review, approve or
mutually agree regarding any provision of this Agreement, such review, approval or mutual
agreement shall not be unreasonably withheld or delayed.




40









 










IN WITNESS WHEREOF, Transmission Owner and Local Distribution Company have caused this instrument
to be executed by their duly authorized representatives as of the day and year first above written.




	 	 	 	 	 
	 	ITC MIDWEST LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	INTERSTATE POWER AND LIGHT COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



41









 






	 	 	 	 	 



Exhibit 1




Identification of the Interconnection Points and Equipment



The Interconnection Points between the Transmission Owner and Local Distribution Company, for
purposes of this agreement are detailed in Attachment A — Transmission Switching Diagrams.
Attachment A may be updated from time to time as Interconnection Points between the Transmission
Owner and Local Distribution Company are added or deleted.



The Interconnection Point between the Transmission Owner and the Local Distribution Company shall
be defined as the transmission side of the disconnect device serving the Local Distribution
Company.










42











 





Exhibit 2




Contact Information For Local Distribution Company’s Site Representatives

and Transmission Owner’s Site Representatives




Local Distribution Company’s Contact List




Vice President Customer Operations

Interstate Power and Light

200 First St SE

Cedar Rapids, Iowa 52401-1409




Transmission Owner’s Contact List




Vice President, Operations

ITC Midwest LLC
 39500 Orchard
Hill Place
 Suite 200
 Novi,
Michigan 48375




 









 








Exhibit 3




Transmission Company Switching Procedures



The enclosed Transmission Company Switching Procedure is a document that may be modified from time
to time. The version attached is the latest as of the date the Interconnection Agreement was
executed. It is the responsibility of the Local Distribution Company to confirm with Transmission
Company the latest approved version of the procedure.




 









 








SWITCHING, TAGGING, AND WORKER PROTECTION AT ITC

MIDWEST TRANSMISSION / IPL DISTRIBUTION INTERFACES




	 	 	 	 	 
	

	 	Category:
	 	External Entity Interface
	 	Type:
	 	Operations/IPL System Control
	 	Document:
	 	EEI-055
	 	Owner:
	 	Pat Maurer, Director Real Time Operations
	 	Date/Revision
	 	10/26/2007                    000
	 	Approval:
	 	Elizabeth Howell, Vice President, Operations








 




			
	*	 	ITC Midwest is referred to herein as ITC






	1.	 	INTRODUCTION






	 	1.1.	 	ITC Midwest is referred to herein as ITC.
	 
	 	1.2.	 	The purpose of this procedure is to outline the required process when
switching and/or tagging is required by Interstate Power & Light (IPL)
Distribution Dispatch Center (DDC) and/or ITC to accommodate
scheduled or unscheduled outages/work. It also outlines the method for
applying an IPL Hold Card/ ITC Red Personal Protective Tag for Worker
Protection for another company.






	2.	 	SCOPE AND RESPONSIBILITY






	 	2.1.	 	This procedure applies to the ITC Operations Control Room (OCR) and
IPL DDC.






	3.	 	REFERENCES






	 	3.1.	 	N/A






	4.	 	PRECAUTIONS






	 	4.1.	 	Protection — Assurance provided from one company to another that
appropriate equipment has been de-energized, isolated through the use of
ITC Red Personal Protective Tags/ IPL Hold Cards, and will not be
reenergized by the action(s) of the providing company.
	 
	 	4.2.	 	Clearance — Both IPL and ITC use the term “Clearance” as an internal
control measure and define it as the following:






	 	4.2.1.	 	IPL — “The control of de-energized equipment or line section given to a
person responsible for clearance by an authorized person. Clearance shall include
and identify where tags are located; where system grounds are applied, if any;
what adjacent equipment is energized and a reminder to test for voltage and
install personal protective grounds.”





 

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	 	4.2.2.	 	ITC — “The minimum approach distance between energized assets.”






	 	4.3.	 	Clearing — ITC uses the term “Clearing” or “Clear” as an internal control
measure and defines it as the following:






	 	4.3.1.	 	“The releasing of protection.”






	 	4.4.	 	Working Clearance — IPL uses the term “working clearance” as an internal
control measure and defines is as the following:






	 	4.4.1.	 	“When clearance has been received and the equipment has been tested and
personal protective grounds have been installed or the equipment has been
isolated in an approved manner.”






	 	4.5.	 	NOTE: Because of the differing definitions, the term “Clearance” will
NOT be used between companies.






	5.	 	PROCEDURE






	 	5.1.	 	Emergency switching to protect life or limb does not require pre-
notification to either party; however, a verbal report will be issued between
IPL DDC and the ITC Transmission System Coordinator (TSC), as soon
as possible, after the event.
	 
	 	5.2.	 	IPL DDC will direct all switching operations on equipment owned by IPL.
	 
	 	5.3.	 	The ITC TSC will direct all switching operations on equipment owned by
ITC.
	 
	 	5.4.	 	IPL Switching Coordinator and ITC Shutdown Coordinator will utilize good
operating practices when coordinating operations that require joint
switching and tagging operations. All operations will ensure that safety
and reliability are maintained to regulatory and corporate standards
(including the application of Caution Tags, when appropriate).
	 
	 	5.5.	 	The IPL Senior Resource Coordinator and ITC TSC will discuss all
operations for the day. This call should occur between 0001 hours and
0600 hours, Central time.
	 
	 	5.6.	 	If either party is unable to meet joint switching commitments, a call will be
initiated immediately to notify the other Control Center.
	 
	 	5.7.	 	Prior to beginning switching operations, the IPL Senior Resource
Coordinator and ITC TSC will allow sufficient time to coordinate switching
efforts between the two Control Centers.





 

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	 	5.8.	 	Outages fall into two major categories:






	 	5.8.1.	 	Scheduled — Contact and coordination between the IPL Switching
Coordinator and the ITC Shutdown Coordinator.
	 
	 	5.8.2.	 	Unscheduled — Contact and coordination between IPL DDC and the
ITC TSC.






	 	5.9.	 	Tagging For Protection: The IPL Hold Cards & ITC Red Personal
Protective Tags are used for worker protection. When a potential source
of electrical energy exists that is not under the control of the company
taking the outage, that company must contact the asset owner and
request “protection” for their worker(s).






	 	5.9.1.	 	The company taking the outage will request the asset owner to
provide Protection for interconnecting equipment:






	 	5.9.1.1.	 	IPL System Control will contact the ITC TSC and state
the following:






	 	5.9.1.1.1.	 	“I am the IPL Senior Resource Coordinator
and I am requesting Protection on (named
equipment) for IPL DDC.”
	 
	 	5.9.1.1.2.	 	The ITC TSC will repeat the instructions
back word for word.






	 	5.9.1.2.	 	For ITC, the TSC will contact IPL DDC and state the
following:






	 	5.9.1.2.1.	 	“The ITC TSC is requesting Protection from
IPL DDC at (named equipment).”
	 
	 	5.9.1.2.2.	 	The IPL DDC Senior Resource Coordinator
will repeat the instructions back word for
word.






	 	5.9.2.	 	The asset owner of the device(s) involved will, in accordance with
their safety rules/tagging procedure:






	 	5.9.2.1.	 	Open the device(s);






	 	5.9.2.1.1.	 	Apply Hold Card(s)/Red Personal Protective
Tag(s) for Protection.





 
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	 	5.9.3.	 	The asset owner will contact either IPL DDC or the ITC TSC, as
appropriate, and state the following:






	 	5.9.3.1.	 	The IPL Senior Resource Coordinator will contact ITC
TSC and state the following “I am providing you with
Protection on (named equipment) for ITC TSC with Hold
Card XXXXX installed at 0000 hours.” (Central time)
	 
	 	5.9.3.2.	 	ITC TSC will repeat the instructions back word for word.
	 
	 	5.9.3.3.	 	The ITC TSC will contact the IPL Senior Resource
Coordinator and state the following “I am providing you
with Protection on (named equipment) at 0000 hours.”
(Central time)
	 
	 	5.9.3.4.	 	The IPL DDC Senior Resource Coordinator will repeat
the instructions back word for word.






	 	5.9.4.	 	When protection is no longer needed, the company holding the
Protection will release the Protection to the asset owner.






	 	5.9.4.1.	 	IPL DDC will contact the ITC TSC and state the following:






	 	5.9.4.1.1.	 	“I am reporting clear of Protection on
(named equipment) on behalf of IPL DDC
at 0000 hours.”
	 
	 	5.9.4.1.2.	 	ITC TSC will repeat the instructions back
word for word.






	 	5.9.4.2.	 	For ITC, the TSC will contact IPL DDC and state the
following:






	 	5.9.4.2.1.	 	“ITC TSC is reporting clear of Protection at
(name equipment) releasing Hold Card
XXXXX at 0000 hours.”
	 
	 	5.9.4.2.2.	 	The IPL DDC Senior Resource Coordinator
will repeat the instructions back word for

word.






	 	5.10.	 	Note: At no time will either company hang a tag on the other company’s
device.
	 
	 	5.11.	 	Note: Applying a Hold Card/Red Personal Protective Tag for worker
protection to an outside company does not preclude either company from





 

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	 	 	 	applying additional Hold Card(s)/Red Personal Protective Tag(s) to the same
device to provide Protection to their own employees.






	6.	 	ATTACHMENTS






	 	6.1.	 	ITC Red Tag
	 
	 	6.2.	 	IPL Hold Card






	7.	 	MISCELLANEOUS






	 	7.1.	 	N/A






	8.	 	APPROVALS





	 	 	 	 	 	 	 
	Owner:

	 	 	 	Date:	 	 
	 
	 	 	 	 
	Approver:

	 	 	 	Date:	 	 







	9.	 	REVISION HISTORY





	 	 	 	 	 	 	 
	 	 	Revision	 	Individual	 	 
	Date	 	Number	 	Making Edits	 	Reason / Comments
	xx/xx/2007
	 	 	 	 	 	 






 

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ITC System Tags:









ITC Local Tags:









 

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IPL Tags:









 

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Exhibit 4




Local Distribution Company Switching
Procedures



The enclosed Local Distribution Company Switching Procedure is a document that may be modified from
time to time. The version attached is the latest as of the date the Interconnection Agreement was
executed. It is the responsibility of the Transmission Company to confirm with Local Distribution
Company the latest approved version of the procedure.




 









 













	 	 	 	 	 	 	 	 	 
	Practice

	 	204	 	ELECTRIC OPERATING PRACTICE	 	Practice
	 	204
	 
	Issued

	 	8-28-03	 	 	Issued
	 	8-28-03
	 
	Page

	 	1	 	 	Page
	 	1






ELECTRIC TRANSMISSION AND DISTRIBUTION SWITCHING AND HOLD CARD PROCEDURES





	1.	 	PURPOSE
	 
	 	 	This practice establishes procedures necessary to:






	 	•	 	Schedule pre-arranged circuit and equipment outages
	 
	 	•	 	Safely de-energize lines and equipment
	 
	 	•	 	Create and maintain safe working conditions once the circuit/equipment has been
de-energized
	 
	 	•	 	Safely re-energize lines and equipment when work has been completed.






This practice supplements safety rule requirements of each pre-merger company. This practice
shall not circumvent requirements of the individual utilities’ safety rules.




	2.	 	GENERAL INFORMATION AND RESPONSIBILITIES






	 	a.	 	The American Transmission Company — System Operations Center (SOC)






	 	1)	 	The SOC is an entity owned and operated by the American Transmission Company and
is
responsible for transmission system switching. Transmission switching requests shall be
made to
and coordinated through the SOC. For the purpose of this practice, Alliant Energy
Corporation
defines transmission as follows:
	 
	 	 	 	Wisconsin: Lines and transformers with a voltage of 34.5 kV or higher.

Iowa, Illinois, and Minnesota: Lines and transformers with a voltage of 69 kV or higher.
	 
	 	2)	 	The SOC shall communicate specific switching instructions directly, or
indirectly through the
appropriate Distribution Dispatch Center (DDC), or to those persons actually
performing the
switching. The SOC shall notify the appropriate DDC of switching being done by the
SOC.
	 
	 	3)	 	The SOC shall keep records of transmission switching. However, if switching is
performed through
the DDC, the DDC shall also keep a record.
	 
	 	4)	 	The SOC is responsible for coordinating scheduling of transmission switching when
Municipals,
Cooperatives, Regional Security Centers (MISO), or other companies/entities are involved.
The SOC
may delegate this responsibility to other entities.
	 
	 	5)	 	The Manager of Transmission System Operations is responsible for approving
submitted “Request
for Clearance” forms, and for final approval of switching sequences. The Manager of
Transmission
System Operations may delegate this responsibility to other qualified personnel.
	 
	 	6)	 	The Manager of Transmission System Operations shall train SOC personnel on this
practice and
subsequent changes.
	 
	 	7)	 	The Manager of Transmission System Operations shall provide this practice to
other entities that
perform transmission switching.




 









 











	 	 	 	 	 	 	 	 	 
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	 	b.	 	Distribution Dispatch Centers (DDC)






	 	1)	 	DDC West Operations — AE IP&L






	 	a)	 	DDC is responsible for directing switching on the Alliant Energy IP&L distribution
systems. The
DDC shall communicate specific switching instructions directly, or indirectly, to
those persons actually performing the switching. The DDC shall notify the SOC of any
switching that may affect the transmission system.
	 
	 	b)	 	The DDC shall keep records of distribution switching and transmission switching they
perform.
	 
	 	c)	 	Pre-arranged distribution outage requests shall be made to and coordinated through the
DDC.
	 
	 	d)	 	The DDC manager or operations manager is responsible for approving submitted
distribution
Request for Clearance forms, and for final approval of switching sequences. The DDC
manager may delegate this work to trained and qualified personnel.
	 
	 	e)	 	The DDC manager shall train DDC personnel on this practice and subsequent changes.

	 
	 	f)	 	DDC is responsible for coordinating scheduling with other companies involved in the
switching.






	 	2)	 	DDC East Operations — AE WP&L






	 	a)	 	The DDC shall notify the SOC of any switching that may affect the transmission system.

	 
	 	b)	 	The DDC shall keep records of distribution switching and transmission switching they
perform.
	 
	 	c)	 	The overhead operations manager is responsible for approving distribution Request for
Clearance
forms, and for final approval of switching sequences. The overhead operations manager
may delegate this work to trained and qualified personnel.
	 
	 	d)	 	The DDC manager shall train DDC personnel on this practice and subsequent changes.






	 	c.	 	Duane Arnold Energy Center (DAEC) Switchyard






	 	1)	 	Exhibit B of the Nuclear Power Plant Operating Service Agreement between Alliant
Energy-IESU and
the Nuclear Management Company (NMC) specifies the scope, responsibilities and
requirements for
coordination and control of access, design, operation and maintenance of the DAEC
switchyard,
associated equipment and transmission lines. It requires that Alliant obtain NMC review
and approval
for any procedure changes, design changes, tests and changes to other activities which
might affect
compliance with DAEC’s operating license or regulatory commitments involving the DAEC’s
switchyard and associated equipment and transmission lines.
	 
	 	2)	 	The DAEC Operations Shift Supervisor (319-851-7266) will act as the initial point
of contact for all
issues regarding coordination and control of DAEC switchyard access, design, operation,
testing and
maintenance.




 









 










	 	 	 	 	 	 	 	 	 
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	 	d.	 	“Held for” Person






	 	1)	 	The “held for” person is the person in whose name the clearance is placed.
Examples of a “held for”
person can include, but are not limited to, Project Managers, Supervisors, System
Operators,
Journeyman Lineman, Substation Electricians, and Dispatchers.
	 
	 	2)	 	The “held for” person shall safely manage protective clearance for those working on the
project.
	 
	 	3)	 	The “held for” person can also be the “responsible” person.






	 	e.	 	Switch person






	 	1)	 	A switch person is a qualified worker involved in the physical switching
or operation of lines and equipment.
	 
	 	2)	 	Personnel involved in the switching process shall know their responsibility
and how it fits with the switching operation.






	 	f.	 	“Responsible” Person






	 	1)	 	The “responsible” person is accountable for the pre-coordination of the project
and has overall
responsibility for the project. Specifically, this involves working with the appropriate
dispatch center
and crews to schedule the project. Examples of a “responsible” person can include, but
are not
limited to, Project Managers, Supervisors, System Operators, Journeyman Lineman,
Substation
Electricians, and Dispatchers.
	 
	 	2)	 	The “responsible person” can also be the “held for” person.






	 	g.	 	Switching Sequences






	 	1)	 	All parties involved shall review the pre-arranged switching sequence. Prior to
switching, all parties
should be provided a copy of the approved “Request for Clearance”.
	 
	 	2)	 	Changes to the switching sequence shall be communicated to those affected by the
change. To
avoid switching errors, changes should be kept to a minimum.
	 
	 	3)	 	In emergencies, switching may be performed without prearranged switching
sequences. All other
procedures shall be followed, (i.e., safety rules, hold cards and caution cards, trained
and qualified
employees, etc.)






	 	h.	 	Communications






	 	1)	 	Switching orders should be communicated with the company radio so everyone in the
area is aware
of switching in progress.
	 
	 	2)	 	To confirm dear understanding, the receiver shall repeat orders and operations.
	 
	 	3)	 	When a device is operated remotely, (from the substation control house, via
supervisory control from
the SOC/DDC, etc..) the person operating the device should notify anyone that could be
startled by




 









 










	 	 	 	 	 	 	 	 	 
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the operation, (i.e. before operating a circuit breaker remotely, verify all people known
to be working near the breaker have been notified.)




	 	i.	 	General Carding Operations






	 	1)	 	Clearances shall not be granted or released on a pre-determined time basis.
	 
	 	2)	 	Hold cards shall be attached such that the device cannot be operated without
removing or seeing the
card. On motor operated switches, the hold card should be placed on the coupler mechanism
lock.
On individually operated three phase switches, the hold card should be attached to the
center blade.
On pole-mounted switches without a mechanical lock, the hold card shall be securely
attached to the
pole/structure in a conspicuous location, and such that it will not be accidentally
displaced.
	 
	 	3)	 	A visible open shall be provided for clearance. An open circuit breaker or
other device without visible
contacts shall not be used as the separation between the work area and the source.






	3.	 	TAGS AND HOLD CARDS
	 
	 	 	Four types of tags are used to protect personnel, lines, and equipment, inhibit Supervisory
Control And Data Acquisition (SCADA) operation, and provide information:






	 	a.	 	Hold Card






	 	1)	 	A hold card is a physical card prohibiting operation of a specific switch, device, valve
or circuit.
	 
	 	2)	 	When a switch or other device is opened for clearance, a hold card shall be
placed to prevent
operation. Placement of the hold card signifies the device/switch shall not be operated
until the “held
for” person has released the clearance and the hold card has been removed.
	 
	 	3)	 	Each Hold Card shall have a pre-printed unique number and include the following
information:





Switch/Device number the card is assigned to

Name of the “held for” person

Name of person opening the switch or verifying the switch is already open

Date and time the switch was opened or verified opened

Clearance/Control job number (optional)





	 	4)	 	If two or more crews are working independently on the same circuit/equipment,
each crew shall have
and place it’s own hold cards.
	 
	 	5)	 	If one person will oversee multiple crews working on the same
circuit/equipment, one set of hold
cards shall be issued in this person’s name.
	 
	 	6)	 	Records of hold card placement shall be kept at the control center issuing the cards.






	 	b.	 	Caution Card






	 	1)	 	A caution card is a physical card placed on a device indicating
information, instruction, or non clearance warnings.




 









 










	 	 	 	 	 	 	 	 	 
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	 	2)	 	Records of caution card placement during switching operations shall be
kept at the appropriate
control center.
	 
	 	3)	 	Caution cards shall be placed on devices/switches where reclosing has been
disabled for “hot line”
work.
	 
	 	4)	 	Caution Cards should be placed where operation of a device may cause damage to
circuits/equipment, interruption of customer service, or other problems. Some examples
include
closing an out of phase point, closing into an overload condition, and closing a
normally open switch.
	 
	 	5)	 	Each Caution Card shall have a pre-printed unique number and shall
include the following
information:





Name of the person placing the card

Reason for placement

Date and time the card was placed

Area for “Remarks”, i.e. information, instruction, non-clearance warning(s), single
shot, held for
person, condition of equipment, etc.

Switch, valve, or equipment number





	 	c.	 	Information Tag






	 	1)	 	An information tag is placed on an Energy Management System (EMS) display. This
tag provides
information to the system operator or distribution dispatcher.
	 
	 	2)	 	Information Tags shall be used where general information for line and
equipment operation or
protection is necessary. Information Tags shall not be used for clearance.






	 	d.	 	Inhibit Tag






	 	1)	 	An inhibit tag is a tag placed on an EMS display associated with a Supervisory
Control and Data
Acquisition (SCADA) controlled device.
	 
	 	2)	 	Inhibit Tags block EMS control. Inhibit tagging should be used to block SCADA
operation of devices
in close proximity to field personnel in order to avoid startling of personnel.
	 
	 	3)	 	Inhibit Tags shall be used as system conditions warrant. An Iinhibit Tag placed
on the EMS system
shall show the reason for inhibit in the tags electronic posting area.
	 
	 	4)	 	When a device is being held open for clearance, and its associated breaker or
switching device can
be remotely controlled via SCADA system, it shall be rendered inoperable. A software
inhibit tag
shall be placed on the SCADA to prevent the associated device from being operated.
Placement of
the inhibit tag shall be recorded on the switching sequence form.






	4.	 	REQUESTING CIRCUIT AND EQUIPMENT OUTAGES






	 	a.	 	(Applies to Transmission Operations and Alliant Energy
IP&L Distribution Operations) —
The “responsible person” shall request, or designate a person to request, switching to the
appropriate control center. The request should be made using the standard Alliant Energy
“Request for Clearance” (form 75-0506) or




 









 










	 	 	 	 	 	 	 	 	 
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	 	 	 	ATC’s “Work Request” form. The control center shall request additional information as
necessary to better understand the work and required clearance.
	 
	 	b.	 	(Applies to Transmission Operations and Alliant Energy
IP&L Distribution Operations) —
Pre-arranged
clearance requests shall be submitted allowing adequate time for evaluation of outages and
system
effects. Except for special circumstances, transmission outage requests received later than
Wednesday
of the week prior to the outage shall not be considered.
	 
	 	c.	 	Where the electrical configuration of the system does not match the switch maps or
where the work will
change the system configuration, a one-line diagram shall be submitted with the clearance
request.
	 
	 	d.	 	Information regarding upcoming major projects should be communicated to the appropriate
control center
as soon as possible.






	5.	 	SCHEDULING CLEARANCES
	 
	 	 	The SOC, DDC or overhead operations manager is responsible for coordinating and finalizing the
job schedule. The overhead operations manager may delegate this work to trained and qualified
personnel. The following shall be completed as necessary:






	 	a.	 	Review the request and secure additional data related to the job.
	 
	 	b.	 	Check for conflicts, including transfer capability impacts for the requested period.
	 
	 	c.	 	Request and perform load flow studies.
	 
	 	d.	 	Notify and coordinate with other entities.
	 
	 	e.	 	Prepare, and/or approve, a step-by-step procedure for de-energization, clearance, and
re-energization of
circuits or equipment. If there is question as to who should prepare the switching sequence,
the “responsible person” and the appropriate control center shall discuss the clearance
needed and determine responsibility for preparing the “Request for Clearance” form. The
SOC, DDC or operations
manager shall prepare sequences requiring system reconfiguration that would not be apparent
to the
requester.
	 
	 	f.	 	The “held for” person shall review and verify accuracy of the prepared switching
sequence. Review
should be completed far enough in advance allowing time for changes/corrections.






	6.	 	SWITCHING OPERATIONS






	 	a.	 	Circuit and Equipment Isolation






	 	1)	 	Switching shall be completed per the safety rules of the respective company.
Switching steps shall
be completed as listed on the approved “Request for Clearance” form. Deviations from the
written
procedure shall be approved the SOC, DDC, or the operations manager and the “held for”
person.
	 
	 	2)	 	Prior to operation, the switchperson shall verify the equipment position
(open/close), and inspect the
equipment for defects and other operating conditions.






 











 










	 	 	 	 	 	 	 	 	 
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	 	3)	 	Oral switching orders shall be given per the approved request for clearance.
Orders shall be read
back, word for word, to avoid misunderstanding.
	 
	 	4)	 	Information recorded on tags shall be legible and complete.
	 
	 	5)	 	Following the operation and placement of a card, the switch person shall inform
the control center with necessary information, information including, but not limited to:





Name or number of device operated.

Time the device was operated.

Pre-printed number of the card placed. 
Name of “held for” person.

Verification of the switch status/position





	 	6)	 	When the control center has determined all steps have been completed, they
shall notify the “held
for” person. The notification shall include card numbers, device(s) on which cards were
placed, time
operated, and the switch person’s name.
	 
	 	7)	 	The “held for” person shall record and read back hold card numbers and
device(s) numbers. When
the “held for” person and the control center operator agree the steps have been completed
with
proper clearance points, the operator shall grant permission to proceed with the work.
	 
	 	8)	 	The control center shall maintain a database of active hold cards and caution
cards. The control
center shall use card numbers to track the status of carding activity.






	 	b.	 	Protective Grounding and Performing Work






	 	1)	 	The “held for” person shall verify proper clearance has been obtained.
	 
	 	2)	 	The “held for” person is responsible for protective grounding. Protective
grounding shall be
completed as required per Electric Operating Practice 104. Placement of grounding
locations shall be recorded on the Switch Sequence Form.
	 
	 	3)	 	The “held for” person shall inform the control center of deviations to the
original work schedule as
they become apparent.






	 	c.	 	Releasing Clearance






	 	1)	 	Prior to the release of clearance, the “held for” person shall confirm that all
workers and equipment
are in the clear and all protective grounds are removed.
	 
	 	2)	 	When releasing clearance, the “held for” person shall identity them self to the
control center operator.
The control center shall verify the identity of the caller. The control center shall not
authorize
clearance release unless assured of the caller identity.
	 
	 	3)	 	Release of clearance shall include:





Hold card and/or caution card numbers.

Device name, number, and/or location associated with each card.

Date and time of clearance release.




 









 











	 	 	 	 	 	 	 	 	 
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	 	 	 	Statement that protective grounds are verified removed and all personnel are in the
clear.
	 
	 	4)	 	The control center shall verify the numbers of the hold or caution cards
released match with the
associated device and “held for” person on record.
	 
	 	5)	 	The control center shall verify no changes have occurred on the system that may
require change in
the planned restoration sequence.






	 	d.	 	Returning Circuits and Equipment to Service






	 	1)	 	Switching to reenergize circuits and equipment shall be completed per the
safety rules of the
respective company. Switching shall be completed as listed on the approved “Request
for
Clearance” form. The SOC, DDC or operations manager, and “held for” person shall
approve
deviations from the written procedure. To avoid switching errors, changes should be
kept to a
minimum.
	 
	 	2)	 	Oral switching orders shall be given per the approved request for clearance.
Orders shall be read
back, word for word, to avoid misunderstanding.
	 
	 	3)	 	Following the completion of the operation ordered, the switch person shall
provide the control center
with necessary information, including, but not limited to:





Name or number of device operated.

Time the device was operated.

Number of the card removed from the device.

Verification of switch status/position.

Name of person operating or verifying switch position.





	 	4)	 	The control center shall verify all steps to return circuits and equipment
to normal operation are
completed.






	 	e.	 	Switching With Other Companies (Utilities, REAs, RECs, Municipals)






	 	1)	 	When switching with other companies, communications regarding switching shall
take place between
the respective control centers. Unless a written switching agreement is in place, Alliant
Energy
control centers shall not give switching orders directly to other company’s field
personnel.
	 
	 	2)	 	If the switching requires Alliant Energy personnel operate and card Alliant
Energy circuits and
equipment in providing necessary clearance for other company work, the appropriate card
shall be
placed and “held for” the other company system operator. Hold and caution card numbers
shall be
passed on to the other company’s control center. It shall be that company’s’
responsibility to keep a
record of the card numbers as a “held for” entity.
	 
	 	3)	 	If the switching requires another company operate and card their circuits and
equipment to provide
Alliant Energy personnel with the clearance to work on Alliant Energy circuits and
equipment, the hold
card(s) on the other company’s circuits and equipment shall be “held for” the Alliant
Energy System
Operator or DDC operator. The Alliant Energy System Operator or DDC operator shall relay
hold
card numbers to the “held for” person responsible for the overall job clearance.




 









 











	 	 	 	 	 	 	 	 	 
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	 	f.	 	Switching in Generating Station Switchyards






	 	1)	 	Alliant Energy shall train generating station personnel who perform
generating station substation switching. Generating station operating personnel shall
maintain the experience of routine switching operations. Plant personnel who perform
switching shall switch at least once a year to be considered qualified.






	 	g.	 	Transferring Clearance






	 	1)	 	If the “held for” person is not able to remain in charge of the work site,
cards shall be transferred to
another individual. The individual accepting responsibility shall have complete knowledge
of the job.
This knowledge includes, but is not limited to, crew locations, the work being done by
each crew,
card locations with their associated numbers, and protective ground locations. The
original “held for”
person shall properly transfer clearances and all associated information to the new “held
for” person.
	 
	 	2)	 	The person giving up clearance shall notify the control center of transfer. The
control center shall
amend the control center records for each affected card, showing the original “held for”
person and
the new “held for” person. The control center shall record the time and date
responsibility changed.
All cards shall remain in place.






	 	h.	 	Transfer of Clearance to a Control Center






	 	1)	 	In some emergency situations, it may be beneficial to transfer clearance
to a system operator or
dispatcher.
	 
	 	2)	 	Work shall not be performed on circuits and equipment if the control center is the “held
for” person.
	 
	 	3)	 	If protective grounds are left in place, the transfer of clearance shall be kept to a
minimum.






	 	a)	 	Transmission Operations — The Manager of Transmission Operations shall
approve transfer of clearance. If approved, the person transferring clearance shall
provide a record detailing protective ground locations. The system operator shall
record the location of the protective grounds on the EMS control inhibit window at
each energization point.






	 	i.	 	Release of Clearance by Other Parties






	 	1)	 	Every attempt shall be made to locate the “held for” person prior to
pursuing the release of the
clearance by another party.
	 
	 	2)	 	In the extreme event a release of clearance Is required and the “held for” person
is not available, the
manager directly responsible for the “held for” person’s department shall release the
hold
cards/caution cards. The manager shall understand why the clearance was provided and
ensure that
it is safe to release the clearance. In the event of such an incident, appropriate
documentation of
attempts to contact the “held for” person shall be forwarded for review to the
appropriate general
manager and Safety & Health Services.






	 	j.	 	Clearance Review






	 	1)	 	The Intent of clearance review is identification and correction of problems
to prevent future problems. In order to verify proper carding, and switching
procedures are being followed, the “held




 









 











	 	 	 	 	 	 	 	 	 
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	 	 	 	for” person or “responsible” person may request collection of all cards and documentation
associated with a switching job. The request shall be made immediately after the job
completion to insure all materials are available. If a review is requested, all
control center documentation shall be copied and forwarded to the requesting party. The
associated switch persons shall be notified to send specific cards.
	 
	 	2)	 	If problems occur with switching related to these procedures, an automatic
review of all Hold Cards, Caution Cards, and applicable control center records shall be
performed. Either the “responsible person” or the appropriate control center manager
may complete this review. (These problems include, but are not limited to, the
operation of the wrong device, operation of a device out of sequence, missing or
incorrect hold card numbers when releasing clearance, switching errors that result in
an interruption of service to customers.)





(END)




 









 








Exhibit 5




[Reserved]




 









 





Exhibit 6




[Reserved]




 









 





Exhibit 7




Form of Easement



The Form of Easement to be used is dependent on the ownership of the substation. The forms as
listed below will be utilized when appropriate:





	7.1	 	Substation Site Easement Agreement (Primarily Transmission with Generation)
	 
	7.2	 	Electric Line Easement Agreement (Primarily Transmission with Generation)
	 
	7.3	 	Substation Site Easement Agreement (Primarily Distribution Substation)
	 
	7.4	 	Substation Site Easement Agreement (Primarily Transmission Substation)




As noted in Article 9.2 of this agreement, attached to Exhibit 7 are the Schedules of Easement
Agreements. These Schedules may be updated from time to time as modifications are made.





 











 





	 	 	 
	Prepared By:

	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	Return To:

	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	 
	 

	 	SPACE ABOVE THIS LINE FOR RECORDER






SUBSTATION SITE EASEMENT AGREEMENT
(Primarily Transmission with Generation)



     For and in consideration of the sum of One Dollar ($1.00) and other valuable consideration, the
receipt of which is hereby acknowledged, INTERSTATE POWER AND LIGHT COMPANY, an Iowa
corporation, P.O. Box 351, Cedar Rapids, IA 52406-0351 (“Grantor”), does hereby warrant and convey
unto ITC MIDWEST LLC, a Michigan limited liability company, 39500 Orchard Hill Place, Suite 200,
Novi, Ml 48375, its successor and assigns, (“Grantee”), a perpetual easement with the right, privilege
and authority to construct, reconstruct, maintain, operate, repair, patrol and remove its facilities located
within an electric substation consisting of poles, towers, crossarms, insulators, wires, guy wires,
anchors, switches, transformers, capacitors, fences and other equipment (also known as,
“Transmission Facilities”) necessary for the transformation, switching and transmission of electricity and
all Corporate purposes together with the power to extend to any other party the right to use, jointly with
the Grantee, pursuant to the provisions hereof, upon, under, over and across the following described
lands located in the County of                     , and the State of Iowa:



See Legal Description at attached Exhibit A



together with all the rights and privileges for the
full enjoyment or use thereof for the aforesaid purpose.

Said easement is confined to an area approximately
                    
feet, which is limited to the now existing substation site as generally shown in red on the attached Exhibit B, which by this reference is
made a part hereof. Grantor reserves the right to conduct a future survey, at its sole expense, to
more narrowly and specifically define the substation facility. The purpose of this future survey is
to restrict the Grantee’s access and use to the actual and future transmission facilities as
reasonably contemplated therein and to remove the blanket easement over Grantor’s entire Generation
facility so that property is not unnecessarily encumbered. At such time Grantor completes this
survey, this Easement Agreement will be terminated upon the agreement of the parties and the
parties will execute a new Easement Agreement covering only the agreed-upon easement area.



It is agreed and understood that following the effective date of this Easement Agreement that both
Grantor and Grantee will have facilities located upon the above described real property and within
the substation. Grantor and Grantee shall work together and cooperate fully to allow each other
access to and use of their respective facilities. Grantee shall be solely responsible for
maintenance and repair of all Transmission Facilities located on, under, over or within the
Easement and Grantor shall be solely responsible for maintenance and repair of ail of its poles,
towers, crossarms, insulators, wires, guy wires, anchors, switches, transformers, capacitors,
fences and other equipment, necessary for the transformation, switching, distribution and
generation of electricity (“Distribution and Generation Facilities”) located on, under, over or
within the Easement.



Grantor and Grantee agree that they will not construct or place any buildings, structures, plants,
or other obstruction on the property described above.



Grantor retains the right and privilege to trim, cut down or control the growth of any trees or
other vegetation on said described land and such other trees and vegetation adjacent thereto as in
the judgment of the Grantor or Grantee may interfere with construction, reconstruction,
maintenance, operation, repair, use of, or which in falling might touch the said substation, or
equipment appurtenant thereto.




 









 







The Grantee, its contractor or agent, may enter said premises for the purpose of making surveys
and preliminary estimates immediately upon the execution of this Easement Agreement.



The Grantor also grants to the Grantee the right of ingress and egress to said substation,
over/under lands now owned by the Grantor, for the purpose of constructing, reconstructing,
maintaining, operating, patrolling, repairing and removing Transmission Facilities, and the Grantee
agrees to pay to the Grantor or its tenants all damages done to the lands (except the cutting and
trimming of trees or other vegetation), fences, livestock or crops of the Grantor or its tenants,
by the Grantee or its employees while constructing, reconstructing, patrolling or repairing said
substation, or equipment appurtenant thereto.




 









 







IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement
to be effective as of the _____
day of December, 2007 to be effective as of 12:01 a.m. on this day.



Signed this                      day of December, 2007.




	 	 	 	 	 	 	 
	 	 	INTERSTATE POWER AND LIGHT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Thomas L. Aller, President (GRANTOR)	 	 
	 
	 	 	 	 	 	 
	 	 	ITC MIDWEST LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Joseph L. Welch, President and Chief
Executive Officer (GRANTEE)	 	 






	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF IOWA             
           )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF LINN    
                 )
ss:	 	 	 	þ	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	On this              day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State,
personally appeared	 	 	 	o

þ
o	 	N/A 

Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	Thomas L. Aller
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	þ

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s)of persons(s) or entity(ies):
	 	 	 	 	 	 	Interstate Power and Light Company                     
	NOTARY SEAL	 
	 	 	 	 
	 

	 	            (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of Iowa                     	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF                          )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF  
                   )
ss:	 	 	 	o	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	On this          day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State,
personally appeared	 	 	 	o

o
o	 	N/A 

Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	o

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s) of persons(s) or entity(ies):
	 	 	 	 	 	 	 
	NOTARY SEAL	 
	 	 	 	 
	 

	 	            (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of                     
                    	 	 	 	 	 	 











 





	 	 	 
	Prepared By:

	 	Interstate Power and Light Company
— PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	Return To:

	 	Interstate Power and Light Company
— PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	 
	 

	 	SPACE ABOVE THIS LINE FOR RECORDER






ELECTRIC
LINE EASEMENT AGREEMENT

(Primarily Transmission with Generation)



     For and in
consideration of the sum of One Dollar ($1.00) and other valuable consideration, the
receipt of which is hereby acknowledged, INTERSTATE POWER AND LIGHT COMPANY, an Iowa
corporation, P.O. Box 351, Cedar Rapids, IA 52406-0351 (“Grantor”), does hereby warrant and convey
unto ITC MIDWEST LLC, a Michigan limited liability company, 39500 Orchard Hill Place, Suite 200,
Novi, MI 48375, its successor and assigns, (“Grantee”), subject to exceptions and reservations
hereinafter set forth, a perpetual easement with the right, privilege and authority to construct,
reconstruct, maintain, operate, repair, patrol and remove an electric line or lines, consisting of poles,
towers, cross arms, insulators, wires, guy wires, anchors and other necessary fixtures, equipment and
construction for transmitting electricity (the “Transmission Facilities”) pursuant to the provisions hereof,
over and across the following described lands located in the County of                      and the State of




See Legal Description at attached Exhibit A



together
with all the rights and privileges for the full enjoyment or use thereof for the aforesaid purpose.



Said easement is limited to a                      foot strip of land which is                      feet either side of centerline of
the now existing electric transmission line generally shown in red on the attached Exhibit B, which
by this reference is made a part hereof, and the area occupied by the necessary down guys and
anchors at line corners and angle structures on the line described. Grantor reserves the right to
conduct a future survey, at its sole expense, to more narrowly and specifically define the electric
transmission line corridor. The purpose of this future survey is to restrict the Grantee’s access
and use to the actual and future transmission facilities as reasonably contemplated therein and to
remove the blanket easement over Grantor’s entire Generation facility so that property is not
unnecessarily encumbered. At such time Grantor completes this survey, this Easement Agreement will
be terminated upon the agreement of the parties and the parties will execute a new Easement
Agreement covering only the agreed-upon defined easement area.



Grantor agrees that it will not construct or place any buildings, structures, plants, or other
obstructions on the property described above..



Grantor also conveys the right and privilege to trim, cut down or control the growth of any trees
or other vegetation on said described land and such other trees and vegetation adjacent thereto as
in the judgment of the Grantee may interfere with construction, reconstruction, maintenance,
operation, repair, use of, or which in falling might touch energized facilities.



Grantee, its contractor or agent, may enter said premises for the purpose of making surveys and
preliminary estimates immediately upon the execution of this Easement Agreement.



Grantor also grants to the Grantee the right of ingress and egress to said line or lines,
over/under lands now owned by the Grantor, for the purpose of constructing, reconstructing,
maintaining, operating, patrolling, repairing and removing said line or lines, and the Grantee
agrees to pay to the Grantor or its tenants all damages done to the lands (except the cutting and
trimming of trees or other vegetation), fences, livestock or crops of the Grantor or its tenants,
by the Grantee or its employees while constructing, reconstructing, patrolling or repairing said
Transmission Facilities.



In the event Grantor should require relocation of the Transmission Facilities upon the Grantor’s
lands for any reason, Grantor shall give reasonable notice thereof to Grantee who shall relocate
such line or lines to a new area or areas on lands owned by the Grantor as designated by the
Grantor. Such relocation shall be at the expense of the Grantor.




 









 








     IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be effective as
of the          day of December, 2007, to be effective as of 12:01 a.m. on this day.


Signed this                      day of December, 2007.




	 	 	 	 	 	 	 
	 	 	INTERSTATE POWER AND LIGHT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Thomas L. Aller, President (GRANTOR)
	 	 
	 
	 	 	 	 	 	 
	 	 	ITC MIDWEST LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Joseph L. Welch, President and Chief
Executive Officer (GRANTEE)	 	 






	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF IOWA
      )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF LINN     ) ss:	 	 	 	þ	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	President 

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 

	On this          day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State, personally appeared	 	 	 	o

þ
o	 	N/A 

Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	Thomas L. Aller
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	þ

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s) of persons(s) or entity(ies):
	 	 	 	 	 	 	Interstate Power and Light Company                     
	NOTARY SEAL	 
	 	 	 	 
	 
	 	                 (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of Iowa
                                               	 	 	 	 	 	 






 









 





	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF                          )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF
                    ) ss:	 	 	 	o	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	President 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	On this          day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State,
personally appeared	 	 	 	o

o
o	 	N/A 

Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	o

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s) of persons(s) or entity(ies):
	 	 	 	 	 	 	 

	NOTARY SEAL	 
	 	 	 	 

	 

	 	               (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of                     
                    	 	 	 	 	 	 











 





	 	 	 
	Prepared By:
	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	Return To:
	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	 
	 
	 	SPACE ABOVE THIS LINE FOR RECORDER





SUBSTATION SITE EASEMENT AGREEMENT
(Primarily Distribution)


     For and in consideration of the sum of One Dollar ($1.00) and other valuable consideration, the
receipt of which is hereby acknowledged, INTERSTATE POWER AND LIGHT COMPANY, an Iowa
corporation, P.O. Box 351, Cedar Rapids, IA 52406-0351 (“Grantor”), does hereby warrant and convey
unto ITC MIDWEST LLC, a Michigan limited liability company, 39500 Orchard Hill Place, Suite 200,
Novi, MI 48375, its successor and assigns, (“Grantee”), a perpetual easement with the right, privilege
and authority to construct, reconstruct, maintain, operate, repair, patrol and remove its facilities located
within an electric substation consisting of poles, towers, crossarms, insulators, wires, guy wires,
anchors, switches, transformers, capacitors, fences and other equipment (also known as,
“Transmission Facilities”) necessary for the transformation, switching and transmission of electricity and
all Corporate purposes together with the power to extend to any other party the right to use, jointly with
the Grantee, pursuant to the provisions hereof, upon, under, over and across the following described
lands located in the County of                     , and the State of Iowa:



See Legal Description at attached Exhibit A


together with all the rights and privileges for the full enjoyment or use thereof for the aforesaid
purpose.


It is agreed and understood that following the effective date of this Easement Agreement that both
Grantor and Grantee will have facilities located upon the above described real property and within
the substation. Grantor and Grantee shall work together and cooperate fully to allow each other
access to and use of their respective facilities. Grantee shall be solely responsible for
maintenance and repair of all Transmission Facilities located on, under, over or within the
Easement and Grantor shall be solely responsible for maintenance and
repair of all of its poles,
towers, crossarms, insulators, wires, guy wires, anchors, switches, transformers, capacitors,
fences and other equipment, necessary for the transformation, switching and distribution of
electricity (“Distribution Facilities”) located on, under, over or within the Easement.



Grantor and Grantee agree that they will not construct or place any buildings, structures, plants,
or other obstruction on the property described above.



Grantor retains the right and privilege to trim, cut down or control the growth of any trees or
other vegetation on said described land and such other trees and vegetation adjacent thereto as in
the judgment of the Grantor or Grantee may interfere with construction, reconstruction,
maintenance, operation, repair, use of, or which in falling might touch the said substation, or
equipment appurtenant thereto.



The Grantee, its contractor or agent, may enter said premises for the purpose of making surveys
and preliminary estimates immediately upon the execution of this Easement Agreement.



The Grantor also grants to the Grantee the right of ingress and egress to said substation,
over/under lands now owned by the Grantor, for the purpose of constructing, reconstructing,
maintaining, operating, patrolling, repairing and removing Transmission Facilities, and the Grantee
agrees to pay to the Grantor or its tenants all damages done to the lands (except the cutting and
trimming of trees or other vegetation), fences, livestock or crops of the Grantor or its tenants,
by the Grantee or its employees while constructing, reconstructing, patrolling or repairing said
substation, or equipment appurtenant thereto.



 









 





     IN WITNESS WHEREOF,
Grantor and Grantee have caused this Agreement to be effective as of the          
day of December, 2007 to be effective as of 12:01 a.m. on this day.



Signed this                      day of December, 2007.




	 	 	 	 	 	 	 
	 	 	INTERSTATE POWER AND LIGHT COMPANY	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Thomas L. Aller, President (GRANTOR)	 	 
	 
	 	 	 	 	 	 
	 	 	ITC MIDWEST LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	BY:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Joseph L. Welch, President and Chief 
Executive Officer (GRANTEE)	 	 






	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF IOWA            )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF LINN
        ) ss:	 	 	 	þ	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	President 

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 

	On this
         day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State, personally appeared	 	 	 	o
þ
o	 	N/A 
Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	Thomas L. Aller
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	þ
	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 
	 	 	 	 	 	o	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence	 	 	 	o
o	 	or CONSERVATOR(s) 
OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s)of persons(s) or entity(ies):
	 	 	 	 	 	 	Interstate Power and Light Company                        
	NOTARY SEAL	 
	 	 	 	 
	 
	 	            (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and
for the State of Iowa                                   	 	 	 	 	 	 





 









 





	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF                            )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF
                    ) ss:	 	 	 	o	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 

	On this          day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State, personally appeared	 	 	 	o
o
o	 	N/A 
Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 
	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	o
	 	to me personally known
	 	 	 	o	 	or TRUSTEE(s):
	 
	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence	 	 	 	o
o	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s)of persons(s) or entity(ies):
	 	 	 	 	 	 	 
	NOTARY SEAL	 
	 	 	 	 
	 
	 	            (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of                     
                    	 	 	 	 	 	 











 





	 	 	 
	Prepared By:

	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	Return To:

	 	Interstate Power and Light Company — PO Box 351 — Cedar Rapids, IA 52406-9949 (319)786-          
	 
	 

	 	SPACE ABOVE THIS LINE FOR RECORDER





SUBSTATION SITE EASEMENT AGREEMENT
(Primarily Transmission)


     For and in consideration of the sum of One Dollar ($1.00) and other valuable consideration,
the receipt of which is hereby acknowledged, ITC MIDWEST LLC, (“Grantor”), a Michigan limited
liability company, 39500 Orchard Hill Place, Suite 200, Novi, MI 48375, does hereby warrant and convey
unto INTERSTATE POWER AND LIGHT COMPANY, an Iowa corporation, its successor and assigns,
(“Grantee”), P.O. Box 351, Cedar Rapids, IA 52406-0351, a perpetual easement with the right,
privilege and authority to construct, reconstruct, maintain, operate, repair, patrol and
remove its facilities located within an electric substation consisting of poles, towers, crossarms,
insulators, wires, guy wires, anchors, switches, transformers, capacitors, fences and other equipment also Known
as, (“Distribution Facilities”) necessary for the transformation, switching and distribution of
electricity and all Corporate purposes together with the power to extend to any other party the right to use, jointly with the
Grantee, pursuant to the provisions hereof, upon, under, over and across the following described lands
located in the County of                     , and the State of Iowa:



See Legal Description at attached Exhibit A


together with all the rights and privileges for the full enjoyment or use thereof for the aforesaid
purpose.


it is agreed and understood that following the effective date of this Easement Agreement that both
Grantor and Grantee will have facilities located upon the above described real property and within
the substation. Grantor and Grantee shall work together and cooperate fully to allow each other
access to and use of their respective facilities. Grantee shall be solely responsible for
maintenance and repair of all Distribution Facilities located on, under, over or within the
Easement and Grantor shall be solely responsible for maintenance and repair of all of its poles,
towers, crossarms, insulators, wires, guy wires, anchors, switches, transformers, capacitors,
fences and other equipment, necessary for the transformation, switching and transmission of
electricity (“Transmission Facilities”) located on, under, over or within the Easement.



Grantor and Grantee agree that they will not construct or place any buildings, structures, plants,
or other obstruction on the property described above.


Grantor retains the right and privilege to trim, cut down or control the growth of any trees or
other vegetation on said described land and such other trees and vegetation adjacent thereto as in
the judgment of the Grantor or Grantee may interfere with construction, reconstruction,
maintenance, operation, repair, use of, or which in falling might touch the said substation, or
equipment appurtenant thereto.



The Grantee, its contractor or agent, may enter said premises for the purpose of making surveys
and preliminary estimates immediately upon the execution of this Easement Agreement.



The Grantor also grants to the Grantee the right of ingress and egress to said substation,
over/under lands now owned by the Grantor, for the purpose of constructing, reconstructing,
maintaining, operating, patrolling, repairing and removing Transmission Facilities, and the Grantee
agrees to pay to the Grantor or its tenants all damages done to the lands (except the cutting and
trimming of trees or other vegetation), fences, livestock or crops of the Grantor or its tenants,
by the Grantee or its employees while constructing, reconstructing, patrolling or repairing said
substation, or equipment appurtenant thereto.












 




     IN WITNESS WHEREOF, Grantor and Grantee
have caused this Agreement to be effective as of the          
day of December, 2007 to be effective as of 12:01 a.m. on this day.



Signed this                      day of December, 2007.




	 	 	 	 	 	 	 
	 	 	ITC MIDWEST LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Joseph L. Welch, President and
Chief 
Executive Officer (GRANTOR	 	 
	 
	 	 	INTERSTATE POWER AND LIGHT COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Thomas L. Aller, President (GRANTEE)	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF IOWA        )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF LINN
     ) ss:	 	 	 	þ	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	President 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	On this       day of December, AD. 2007, before me,
the undersigned, a Notary Public in and for said State, personally appeared	 	 	 	o
þ
o	 	N/A 
Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	Thomas L. Aller
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	þ

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s) of persons(s) or entity(ies):
	 	 	 	 	 	 	Interstate Power and Light Company 
	NOTARY SEAL	 
	 	 	 	 
	 

	 	             (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of Iowa                     	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	ALL PURPOSE ACKNOWLEDGMENT	 	 	 	 	 	CAPACITY CLAIMED BY SIGNER
	 
	 	 	 	 	 	 	 	 
	STATE OF                     )	 	 	 	o	 	INDIVIDUAL
	COUNTY OF
                    ) ss:	 	 	 	o	 	CORPORATE
Title(s) of Corporate Officers(s):
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	On this       day of                     , AD. 20     , before me,
the undersigned, a Notary Public in and for said State,
personally appeared	 	 	 	o
o
o	 	N/A 

Corporate Seal is affixed
No Corporate Seal procured
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	o	 	PARTNER(s)
	 
	 	 	 	o	 	Limited Partnership
	 

	 	 	 	 	 	o
	 	General Partnership
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	o
	 	ATTORNEY-IN-FACT
	 
	 	 	 	o	 	EXECUTOR(s),
	 

	 	 	 	 	 	o
	 	ADMINISTRATOR(s),
	o

	 	to me personally known
	 	 	 	o
	 	or TRUSTEE(s):
	 

	 	 	 	 	 	o
	 	GUARDIAN(s)
	     or          o

	 	 provided to me on the basis of satisfactory 
evidence
	 	 	 	o

o
	 	or CONSERVATOR(s) 

OTHER
	 
	 	 	 	 	 	 	 	 
	to be the persons(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	SIGNER IS
REPRESENTING:
	 	 	 	 	 	 	List name(s) of persons(s) or entity(ies):
	 	 	 	 	 	 	 
	NOTARY SEAL	 
	 	 	 	 
	 

	 	            (Sign in Ink)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
(Print/type name)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Notary Public in and for the State of                     
                    	 	 	 	 	 	 











 





Exhibit 7, Schedule 1


Schedule of Easements


Exhibit 7, Schedule 7.1- Joint Use Transmission Site Real Property — PT w/G


Exhibit 7, Schedule 7.2 — Joint Use Transmission Line Real Property — PT w/G


Exhibit 7, Schedule 7.3 — Joint Use Transmission Real Property — PD


Exhibit 7, Schedule 7.4 — Transmission Fee Interests — PT














 





EXHIBIT 7, SCHEDULE 7.1 — JOINT USE TRANSMISSION SITE REAL PROPERTY

PRIMARILY TRANSMISSION WITH GENERATION SUBSTATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	IPL File Number
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	23	 	73N	 	15W	 	OGS Substations	 	Government Lot 7	 	90-1
90-10
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	25	 	73N	 	15W	 	OGS Substations	 	SW 1/4 SW 1/4, SE 1/4 SW 1/4	 	90-1
 90-10
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	26	 	73N	 	15W	 	OGS Substations	 	E 1/2 NW 1/4, SW 1/4	 	90-1
90-10
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	27	 	73N	 	15W	 	OGS Substations	 	SE 1/4 SE 1/4	 	90-1
90-10
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	35	 	73N	 	15W	 	OGS Substations	 	NW 1/4 NW 1/4	 	90-1
90-10
	Easement
	 	PT	 	10000	 	Wapello	 	Chillicothe	 	36	 	73N	 	15W	 	OGS Substations	 	Government Lot 2	 	90-1
 90-10
	Easement
	 	PT	 	10010
10022	 	Des Moines	 	Burlington	 	29	 	69N	 	2W	 	Burlington Generating Station	 	SW 1/4	 	29-31
 29-32
 29-33
 29-37
	Easement
	 	PT	 	10026
10027	 	Linn	 	Cedar Rapids	 	21	 	83N	 	7W	 	Sixth Street	 	SE 1/4 NW 1/4, NE 1/4 SW 1/4
 NW 1/4 NE 1/4, SW 1/4 NE 1/4	 	57-22
 57-30
 57-31
 57-70
	Easement
	 	PT	 	10029	 	Appanoose	 	Centerville	 	25	 	69N	 	18W	 	Centerville North Substation	 	E 1/2 SW 1/4 NE 1/4	 	491091-4-7
	Easement
	 	PT	 	10029	 	Appanoose	 	Centerville	 	25	 	69N	 	18W	 	Centerville North Substation	 	E 1/2 SW 1/4 NE 1/4	 	481057-4-4
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	4	 	83N	 	17W	 	Marshalltown-Sutherland	 	NE 1/4, NW 1/4	 	110609-194
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	5	 	83N	 	17W	 	Marshalltown-Sutherland	 	NW 1/4, NE 1/4	 	110605-190
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	6	 	83N	 	17W	 	Marshalltown-Sutherland	 	NE 1/4	 	110605-190
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	31	 	83N	 	17W	 	Marshalltown-Sutherland	 	NW 1/4, NE 1/4, SW 1/4, SE 1/4	 	526918-64-8







November 8, 2007





 









 









EXHIBIT 7, SCHEDULE 7.1 — JOINT USE TRANSMISSION SITE REAL PROPERTY

PRIMARILY TRANSMISSION WITH GENERATION SUBSTATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	IPL File Number
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	32	 	83N	 	17W	 	Marshalltown-Sutherland	 	NW 1/4, NE 1/4, SW 1/4, SE 1/4	 	422561-64-33
	 
	 	 	 	10079	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10081	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	10082	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10083	 	Marshall	 	Marshalltown	 	33	 	83N	 	17W	 	Marshalltown-Sutherland	 	NW 1/4, SW 1/4, SE 1/4	 	110609-194
	 
	 	 	 	10103	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Easement
	 	PT	 	10104	 	Linn	 	Cedar Rapids	 	3	 	82N	 	7W	 	Prairie Creek	 	NE 1/4	 	99435-57-1D
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Lot 1 of Lot 1 of Lot 1 of Lot 1 of 	 	 
	Easement
	 	PT	 	10905	 	Dubuque	 	Dubuque	 	19	 	89N	 	3E	 	Dubuque 8th Street	 	Congressional Lot 8	 	511639-1.8091
	Easement
	 	PT	 	10905	 	Dubuque	 	Dubuque	 	19	 	89N	 	3E	 	Dubuque 8th Street	 	Lot A — Dubuque Electric
Company“s Subdivision No. 1	 	511640-1.8092
	Easement
	 	PT	 	10909	 	Allamakee	 	Lansing	 	2	 	98N	 	3W	 	Lansing	 	NW 1/4	 	1.1025
	Easement
	 	PT	 	10909	 	Allamakee	 	Lansing	 	3	 	98N	 	3W	 	Lansing	 	NE 1/4	 	1.1025
	Easement
	 	PT	 	10922	 	Clinton	 	Camanche	 	23	 	81N	 	6E	 	Clinton - Beaver Channel	 	Lot 1, Interstate Subdivision	 	511283-1.6028
	Easement
	 	PT	 	10922	 	Clinton	 	Camanche	 	23	 	81N	 	6E	 	Clinton - Beaver channel	 	Lot 2, Interstate Subdivision	 	511284-1.6030
	Easement
	 	PT	 	10930	 	Cerro Gordo	 	Mason City	 	4	 	97N	 	20W	 	Lime Creek	 	NE 1/4 SE 1/4, NW 1/4 SE 1/4	 	511227-1.17035
	Easement
	 	PT	 	11075	 	Cerro Gordo	 	Mason City	 	35	 	96N	 	21W	 	Emery 161 KV Switch Station	 	E 1/2 NW 1/4	 	19033.100176
	Easement
	 	PT	 	14005	 	Martin	 	Fox Lake	 	5	 	102N	 	32W	 	Fox Lake Substation and Switch Station	 	NW 1/4	 	512069-2.9015
	Easement
	 	PT	 	14026	 	LeSueur	 	Montgomery	 	11	 	111N	 	23W	 	Montgomery 69/13.8 KV	 	NW 1/4 NW 1/4	 	512051-2.8006
	Easement
	 	PT	 	14026	 	LeSueur	 	Montgomery	 	10	 	111N	 	23W	 	Montgomery 69/13.8 KV	 	NE 1/4 NE 1/4	 	512051-2.8006





November
8, 2007


 









 




Exhibit 7, Schedule 7.2

Joint Use Transmission Line Real Property — PT w/G




	 	 	 
	ERP	 	 
	Property	 	 
	Code **	 	Name of Generation Site with Electric Line Easements
	 
	10000

	 	OTTUMWA GENERATION STATION
	10010

	 	BURLINGTON GENERATING STATION
	10022

	 	BURLINGTON GENERATING STATION
	10026

	 	CEDAR RAPIDS SIXTH STREET
	10027

	 	CEDAR RAPIDS SIXTH STREET
	10029

	 	CENTERVILLE
	10079

	 	MARSHALLTOWN SUTHERLAND STATION
	10081

	 	MARSHALLTOWN SUTHERLAND STATION
	10082

	 	MARSHALLTOWN SUTHERLAND STATION
	10083

	 	MARSHALLTOWN SUTHERLAND STATION
	10103

	 	PRAIRE CREEK GENERATION STATION
	10104

	 	PRAIRE CREEK GENERATION STATION
	10905

	 	DUBUQUE GENERATION STATION
	10909

	 	LANSING GENEARATION STATION
	10922

	 	CLINTON ML KAPP GENERATION STATION
	10930

	 	LIME CREEK
	11075

	 	EMERY GENERATION STATION
	14005

	 	FOX LAKE GENERATION STATION
	14026

	 	MONTGOMERY








 




			
	**NOTES: 1)	 	New Electric Line Easements for PTw/G substations are provided at each of the Generation Sites listed above.
	 
	2)	 	ERP Codes are for substations at Generation Sites.






 











 







EXHIBIT 7, SCHEDULE 7.3 — JOINT USE TRANSMISSION REAL PROPERTY

PRIMARILY DISTRIBUTION SUBSTATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	 	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File	 
	 	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number	 
	 
	 	WD	 	PD	 	10889	 	ALLAMAKEE	 	POSTVILLE	 	32	 	96	 	6	 	POSTVILLE SW CORNER TOWN	 	SEE DEED	 	1/17/1950	 	213	 	79	 	230	 	 	511079-1.1009	 
	 
	 	WD	 	PD	 	10889	 	ALLAMAKEE	 	POSTVILLE	 	32	 	96	 	6	 	POSTVILLE SW CORNER TOWN	 	SEE DEED	 	11/23/1973	 	2446	 	A-16	 	95	 	 	511095-1.1021	 
	 
	 	WD	 	PD	 	10889	 	ALLAMAKEE	 	POSTVILLE	 	32	 	96	 	6	 	POSTVILLE SW CORNER TOWN	 	SEE DEED	 	4/20/2000	 	—	 	2000	 	908	 	 	523861-1.1028	 
	 
	 	WD	 	PD	 	10981	 	ALLAMAKEE	 	WAUKON	 	30	 	98	 	5	 	WAUKON 69/13.8 SUB	 	SEE DEED	 	4/29/1960	 	1138	 	85	 	382	 	 	511081-1.1011	 
	 
	 	WD	 	PD	 	10248	 	APPANOOSE	 	—	 	6	 	68	 	17W	 	CENTERVILLE SOUTH SUB	 	SEE DEED	 	1/12/1970	 	—	 	105	 	32	 	 	491095-4-12	 
	 
	 	QCD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	4/17/1942	 	64334	 	262	 	594	 	 	34661-8-4	 
	 
	 	QCD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEEDS & ABSTRACT	 	4651	 	2070	 	157	 	585	 	 	34662-8-5	 
	 
	 	WD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	5/6/1920	 	2326	 	197	 	65	 	 	34659-8-3	 
	 
	 	WD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	1/30/1922	 	—	 	202	 	55	 	 	34659-8-3	 
	 
	 	WD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	5/6/1920	 	2327	 	197	 	66	 	 	34659-8-3	 
	 
	 	WD	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	1/30/1922	 	—	 	202	 	56	 	 	34660-8-3	 
	 
	 	D	 	PD	 	10013	 	BOONE	 	BOONE	 	—	 	—	 	—	 	BOONE @ PLANT SUB	 	SEE DEED	 	9/24/2006	 	3547	 	213	 	131	 	 	34658-8-3	 
	 
	 	D	 	PD	 	10016	 	BOONE	 	BOONE	 	28	 	84	 	26	 	BOONE CONTROL HOUSE	 	SEE MAP AND PROPERTY SHEET	 	—	 	—	 	—	 	—	 	 	8-3, 8-4, 8-5	 
	 
	 	WD	 	PD	 	10074	 	BOONE	 	MADRID	 	25	 	82	 	26	 	MADRID NORTH (69 KV LOOP)	 	SEE DEED	 	5/9/2000	 	002434	 	—	 	—	 	 	528583-8-36	 
	 
	 	QC	 	PD	 	11000	 	BREMER	 	TRIPOLI	 	3	 	92	 	12	 	TRIPOLI-69/14.4/12.5/4.16 KV	 	SEE DEED	 	4/10/1968	 	763	 	172	 	275	 	 	511107-1.2007	 
	 
	 	QC	 	PD	 	11000	 	BREMER	 	TRIPOLI	 	3	 	92	 	12	 	TRIPOLI-69/14.4/12.5/4.16 KV	 	SEE DEED	 	1/10/1990	 	19900143	 	 	 	 	 	 	542688-1.2005	 
	 
	 	WD	 	PD	 	10990	 	BUTLER	 	GREENE	 	1	 	93	 	17	 	EAST GREENE SUB	 	SEE DEED	 	7/9/1964	 	—	 	93	 	454	 	 	511160-1.4004	 
	 
	 	SWD	 	PD	 	10918	 	CERRO GORDO	 	MASON CITY	 	16	 	96	 	20	 	HWY 106 SUB	 	SEE DEED	 	5/31/1957	 	—	 	115	 	151	 	 	542621-1.17008	 
	 
	 	WD	 	PD	 	11037	 	CERRO GORDO	 	MASON CITY	 	10	 	96	 	20W	 	MASON CITY 5TH & DELAWARE SUB	 	SEE DOCS	 	4-11-11932	 	—	 	61	 	512	 	 	5112341.107042	 
	 
	 	WD	 	PD	 	11037	 	CERRO GORDO	 	MASON CITY	 	10	 	96	 	20W	 	MASON CITY 5TH & DELAWARE SUB	 	SEE DOCS	 	4/23/1942	 	—	 	76	 	387	 	 	511234-1.17042	 
	 
	 	WD	 	PD	 	10532	 	CLARKE	 	—	 	14	 	72	 	24W	 	OSCEOLA NORTH SUB	 	SEE DEED	 	11/6/1967	 	1220	 	71	 	13	 	 	477595-20-1	 
	 
	 	WD	 	PD	 	10533	 	CLARKE	 	—	 	24	 	72	 	26	 	OSCEOLA WEST SUB	 	SEE DEED	 	12/26/1985	 	—	 	85	 	181	 	 	477599-20-3	 
	 
	 	WD	 	PD	 	10533	 	CLARKE	 	—	 	24	 	72	 	26	 	OSCEOLA WEST SUB	 	SEE DEED	 	10/24/2000	 	843	 	96	 	711	 	 	477599-20-3-1	 
	 
	 	WD	 	PD	 	10983	 	CLAYTON	 	—	 	14	 	93	 	5W	 	ELKADER SUB	 	SEE DEED	 	10/10/1947	 	3839	 	108	 	378	 	 	511244-1.5011	 
	 
	 	WD	 	PD	 	10877	 	CLINTON	 	CLINTON	 	10	 	81	 	6E	 	CLINTON 2ND AVE SUB	 	SEE DEED	 	6/22/1966	 	6822	 	131	 	48	 	 	511287-1.6038	 
	 
	 	WD	 	PD	 	10877	 	CLINTON	 	CLINTON	 	11	 	81	 	6E	 	CLINTON 2ND AVE SUB	 	SEE DEED	 	6/22/1966	 	6822	 	131	 	48	 	 	511287-1.6038	 
	 
	 	QCD	 	PD	 	10992	 	CLINTON	 	CLINTON	 	7	 	81	 	7E	 	CLINTON SOUTH DIST. 18TH AVE	 	SEE DEED	 	3/5/1966	 	2602	 	218	 	513	 	 	511285-1.6036	 
	 
	 	WD	 	PD	 	11007	 	CLINTON	 	 	 	15	 	81	 	6E	 	CLINTON MILLCREEK SUB	 	SEE DEED	 	8/5/1969	 	4755	 	138	 	637	 	 	511290-1.6041	 
	 
	 	WD	 	PD	 	10419	 	DECATUR	 	LEON	 	29	 	69	 	25	 	LEON SUBSTATION	 	SEE DEED	 	8/5/1954	 	2372	 	298	 	20	 	 	481374-27-5	 
	 
	 	WD	 	PD	 	10419	 	DECATUR	 	LEON	 	29	 	69	 	25	 	LEON SUBSTATION	 	SEE DEED	 	3/19/1956	 	929	 	291	 	193	 	 	481376-27-5A	 
	 
	 	WD	 	PD	 	10419	 	DECATUR	 	LEON	 	29	 	69	 	25	 	LEON SUBSTATION	 	SEE DEED	 	3/19/1956	 	9301	 	298	 	173	 	 	481375-27-5A	 
	 
	 	WD	 	PD	 	10021	 	DES MOINES	 	BURLINGTON	 	36	 	70	 	3W	 	BURLINGTON AGENCY ST. SUB	 	SEE DEED	 	10/17/1951	 	11278	 	210	 	374	 	 	483522-29-35	 
	 
	 	WD	 	PD	 	10021	 	DES MOINES	 	BURLINGTON	 	36	 	70	 	3W	 	BURLINGTON AGENCY ST. SUB	 	SEE DEED	 	11/27/1953	 	12382	 	217	 	25	 	 	483523-29-35	 
	 
	 	WD	 	PD	 	10182	 	DES MOINES	 	BURLINGTON	 	5	 	69	 	2W	 	BURLINGTON 4TH ST SUB	 	SEE DEED	 	1/10/2004	 	2004-000354	 	—	 	—	 	 	19057.100661	 
	 
	 	QCD	 	PD	 	10182	 	DES MOINES	 	BURLINGTON	 	5	 	69	 	2W	 	BURLINGTON 4TH ST SUB	 	SEE DEED	 	2/19/2004	 	2004-001074	 	—	 	—	 	 	19057.100661-1	 
	 
	 	WD	 	PD	 	10183	 	DES MOINES	 	—	 	20	 	70	 	2W	 	BURLINGTON NORTH SUB	 	SEE DEED	 	5/26/1959	 	4030	 	238	 	71	 	 	541811-29-30	 
	 
	 	WD	 	PD	 	10183	 	DES MOINES	 	—	 	20	 	70	 	2W	 	BURLINGTON NORTH SUB	 	SEE DEED	 	1/5/1960	 	75	 	242	 	209	 	 	483516-29-30	 
	 
	 	WD	 	PD	 	10184	 	DES MOINES	 	BURLINGTON	 	20	 	69	 	2W	 	BURLINGTON SOUTH SUB	 	SEE DEED	 	6/25/1975	 	—	 	336	 	739	 	 	483511-29-25	 
	 
	 	WD	 	PD	 	10185	 	DES MOINES	 	BURLINGTON	 	1	 	69	 	3W	 	BURLINGTON FLINT RIDGE SUB	 	SEE DEED	 	5/12/1987	 	7046	 	357	 	720	 	 	483512-29-26	 
	 
	 	WD	 	PD	 	10487	 	DES MOINES	 	MEDIAPOLIS	 	26	 	72	 	3	 	MEDIAPOLIS SUB	 	SEE DEED	 	9/6/1980	 	1108	 	353	 	403	 	 	483505-29-27	 
	 
	 	QCD	 	PD	 	10487	 	DES MOINES	 	MEDIAPOLIS	 	26	 	72	 	3	 	MEDIAPOLIS SUB	 	SES DEED	 	4/3/1985	 	4798	 	354	 	202	 	 	483506-29-27	 
	 
	 	QCD	 	PD	 	10892	 	DUBUQUE	 	DYERSVILLE	 	32	 	89	 	2W	 	DYERSVILLE SUB	 	SEE DEED	 	10/2/1947	 	—	 	125	 	20	 	 	511322-1.8029	 
	 
	 	WD	 	PD	 	10892	 	DUBUQUE	 	DYERSVILLE	 	32	 	89	 	2W	 	DYERSVILLE SUB	 	SEE DEED	 	6/18/1949	 	36253	 	131	 	363	 	 	511609-1.8036	 
	 
	 	WD	 	PD	 	10945	 	DUBUQUE	 	—	 	11	 	88	 	1W	 	EPWORTH SUBSTATION	 	SEE DEED	 	6/12/1956	 	82453	 	L48	 	126	 	 	511614-1.8044	 
	 
	 	WD	 	PD	 	10946	 	DUBUQUE	 	DUBUQUE	 	36	 	89	 	2E	 	DUBUQUE SOUTH GRANDVIEW	 	SEE DEED	 	9/11/1956	 	84410	 	160	 	17	 	 	511679-1.8143	 
	 
	 	QCD	 	PD	 	10993	 	DUBUQUE	 	DUBUQUE	 	16	 	89	 	2E	 	ASBURY RD SUB	 	SEE DEED	 	3/6/1995	 	1870-95	 	—	 	—	 	 	541935-1.8141	 
	 
	 	QCD	 	PD	 	10993	 	DUBUQUE	 	DUBUQUE	 	16	 	89	 	2E	 	ASBURY RD SUB	 	SEE DEED	 	7/28/2005	 	2005-12108	 	—	 	—	 	 	511636-1.8084-1	 
	 
	 	QCD	 	PD	 	10993	 	DUBUQUE	 	DUBUQUE	 	16	 	89	 	2E	 	ASBURY RD SUB	 	SEE DEED - SOLD PT	 	7/28/2005	 	2005-12109	 	—	 	—	 	 	511636-1.8084	 
	 
	 	WD	 	PD	 	11002	 	DUBUQUE	 	—	 	29	 	89	 	2E	 	DUBUQUE CTR GROVE SUB	 	SEE DEED	 	8/11/1992	 	10965-92	 	—	 	 	 	 	511677-1.8139	 




November 17, 2007





 









 






EXHIBIT 7, SCHEDULE 7.3 — JOINT USE TRANSMISSION REAL PROPERTY

PRIMARILY DISTRIBUTION SUBSTATIONS





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	 	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File	 
	 	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number	 
	 
	 	QCD	 	PD	 	11002	 	DUBUQUE	 	 	 	29	 	89	 	2E	 	DUBUQUE CTR GROVE SUB	 	SEE DEED	 	8/11/1992	 	10966-92	 	—	 	—	 	 	511677-1.8139	 
	 
	 	WD	 	PD	 	11004	 	DUBUQUE	 	DUBUQUE	 	24	 	89	 	2E	 	DUBUQUE 17TH STREET SUB	 	SEE DEED	 	8/2/1967	 	12699	 	192	 	605	 	 	511632-1.8080	 
	 
	 	WD	 	PD	 	11004	 	DUBUQUE	 	DUBUQUE	 	24	 	89	 	2E	 	DUBUQUE 17TH STREET SUB	 	SEE DEED	 	2/18/1976	 	1295-76	 	 	 	—	 	 	511658-1.8115	 
	 
	 	QCD	 	PD	 	11004	 	DUBUQUE	 	DUBUQUE	 	24	 	89	 	2E	 	DUBUQUE 17TH STREET SUB	 	SEE DEED	 	11/12/1982	 	6233-82	 	 	 	—	 	 	511658-1.8126	 
	 
	 	SWD	 	PD	 	11064	 	DUBUQUE	 	DUBUQUE	 	25	 	89	 	1E	 	DUBUQUE SEIPPEL ROAD DIST. SUB	 	SEE DEED	 	7/1/2002	 	11772-02	 	—	 	—	 	 	19061.100186	 
	 
	 	WD	 	PD	 	10146	 	EMMET	 	—	 	16	 	99	 	31W	 	ARMSTONG GROVE SUB	 	SEE DEED	 	8/15/2001	 	1535	 	2001	 	1535	 	 	534259-32-4	 
	 
	 	QCD	 	PD	 	14007	 	FARIBAULT	 	WINNEBAGO	 	35	 	104	 	28	 	WBGO 69/12.5 & 69/4.16	 	SEE DEED	 	2/20/1954	 	171473	 	119	 	17	 	 	541930-2.3012	 
	 
	 	QCD	 	PD	 	14007	 	FARIBAULT	 	WINNEBAGO	 	35	 	104	 	28	 	WBGO 69/12.5 & 69/4.16	 	SEE DEED	 	10/8/1942	 	142224	 	100	 	475	 	 	511693-2.3012	 
	 
	 	QCD	 	PD	 	14007	 	FARIBAULT	 	WINNEBAGO	 	35	 	104	 	28	 	WBGO 69/12.5 & 69/4.16	 	SEE DEED	 	11/26/1951	 	166077	 	116	 	142	 	 	541930-2.3012-1	 
	 
	 	WD	 	PD	 	14057	 	FARIBAULT	 	—	 	11	 	101	 	25W	 	BRICELYN SUB	 	SEE DEED	 	12/30/1957	 	181648	 	126	 	86	 	 	511694-2.3013	 
	 
	 	QD	 	PD	 	10913	 	FAYETTE	 	WEST UNION	 	17	 	94	 	8	 	WEST UNION	 	SEE DEED	 	3/4/1948	 	1117	 	114	 	594	 	 	511727-1.9035	 
	 
	 	WO	 	PD	 	10913	 	FAYETTE	 	WEST UNION	 	17	 	94	 	8	 	WEST UNION	 	SEE DEED	 	12/30/1947	 	6827	 	119	 	517	 	 	511727-1.9035-1	 
	 
	 	QD	 	PD	 	10913	 	FAYETTE	 	WEST UNION	 	17	 	94	 	8	 	WEST UNION	 	SEE DEED	 	3/4/1948	 	1116	 	110	 	537	 	 	511727-1.9035-2	 
	 
	 	WD	 	PD	 	10913	 	FAYETTE	 	WEST UNION	 	17	 	94	 	8	 	WEST UNION	 	SEE DEED	 	8/28/1978	 	—	 	151	 	486	 	 	511727-1.9035-3	 
	 
	 	TITLE OP.	 	PD	 	10980	 	FAYETTE	 	OELWEIN	 	21	 	91	 	9	 	OELWEIN SUBSTATION	 	SEE TITLE OPINION	 	—	 	—	 	—	 	—	 	 	1.9007	 
	 
	 	WD	 	PD	 	10980	 	FAYETTE	 	OELWEIN	 	21	 	91	 	9	 	OELWEIN SUBSTATION	 	SEE LETTER	 	—	 	—	 	—	 	—	 	 	511706-1.9008	 
	 
	 	QCD	 	PD	 	10980	 	FAYETTE	 	OELWEIN	 	21	 	91	 	9	 	OELWEIN SUBSTATION	 	SEE DEED	 	8/23/1983	 	2251	 	164	 	167	 	 	511731-1.9040	 
	 
	 	WD	 	PD	 	10980	 	FAYETTE	 	OELWEIN	 	21	 	91	 	9	 	OELWEIN SUBSTATION	 	SEE DEED	 	7/27/1968	 	2543	 	77	 	325	 	 	511724-1.9032	 
	 
	 	QCD	 	PD	 	10980	 	FAYETTE	 	OELWEIN	 	21	 	91	 	9	 	OELWEIN SUBSTATION	 	SEE DEED	 	7/22/1993	 	2364	 	195	 	245	 	 	511773-1.9044	 
	 
	 	WD	 	PD	 	10987	 	FAYETTE	 	—	 	32	 	95	 	7W	 	CLERMONT SUB	 	SEE DEED	 	8/18/1962	 	4365	 	130	 	182	 	 	511720-1.9028	 
	 
	 	WD	 	PD	 	10987	 	FAYETTE	 	—	 	5	 	94	 	7W	 	CLERMONT SUB	 	SEE DEED	 	8/18/1962	 	4365	 	130	 	182	 	 	511720-1.9028	 
	 
	 	WD	 	PD	 	14034	 	FILLMORE	 	—	 	5	 	104	 	11W	 	CHATFIELD SUB	 	SEE DEED	 	8/2/1985	 	240791	 	233	 	719	 	 	511781-2.4015	 
	 
	 	WD	 	PD	 	10988	 	FLOYD	 	—	 	24	 	96	 	17	 	RUDD JCT (69/13.8KV)	 	SEE DEED	 	7/13/1963	 	1312	 	92	 	461	 	 	511786-1.10003	 
	 
	 	WD	 	PD	 	14017	 	FREEBORN	 	—	 	7	 	102	 	21W	 	ALBERT LEA WEST SIDE SUB	 	SEE DEED	 	4/11/1963	 	202747	 	7	 	204	 	 	511999-2.5032	 
	 
	 	WD	 	PD	 	14017	 	FREEBORN	 	—	 	12	 	102	 	22W	 	ALBERT LEA WEST SIDE SUB	 	SEE DEED	 	4/23/1963	 	202851	 	107	 	563	 	 	511996-2.5028	 
	 
	 	WD	 	PD	 	14017	 	FREEBORN	 	—	 	12	 	102	 	22W	 	ALBERT LEA WEST SIDE SUB	 	SEE DEED	 	8/17/2000	 	411662	 	—	 	—	 	 	523079-2.5032	 
	 
	 	WD	 	PD	 	14067	 	FREEBORN	 	—	 	4	 	101	 	20	 	GLENVILLE SUB	 	SEE DEED	 	6/26/1961	 	195848	 	165	 	103	 	 	511995-2.5026	 
	 
	 	WD	 	PD	 	14080	 	FREEBORN	 	ALBERT LEA	 	21	 	102	 	21W	 	ALBERT LEA 19TH ST SUB	 	SEE DEED	 	10/17/1967	 	222815	 	189	 	201	 	 	512002-2.5037	 
	 
	 	WD	 	PD	 	14080	 	FREEBORN	 	ALBERT LEA	 	21	 	102	 	21W	 	ALBERT LEA 19TH ST SUB	 	SEE DEED	 	8/2/1967	 	221795	 	188	 	291	 	 	512002-2.5037	 
	 
	 	WD	 	PD	 	14094	 	FREEBORN	 	ALBERT LEA	 	9	 	102	 	21W	 	ALBERT LEA SOUTH BROADWAY	 	NO DEED IN FILE	 	—	 	—	 	—	 	—	 	 	512007-2.5045	 
	 
	 	WD	 	PD	 	14094	 	FREEBORN	 	ALBERT LEA	 	9	 	102	 	21W	 	ALBERT LEA SOUTH BROADWAY	 	NO DEED IN FILE	 	—	 	 	 	—	 	—	 	 	512008-2.5046	 
	 
	 	WD	 	PD	 	10878	 	HOWARD	 	CRESCO	 	22	 	99	 	11	 	CRESCO SUB	 	SEE DEED	 	1/3/1972	 	—	 	69	 	70	 	 	512019-1.11008	 
	 
	 	SWD	 	PD	 	10089	 	JASPER	 	NEWTON	 	33	 	80	 	19	 	NEWTON 8TH ST. SUB	 	SEE DEED	 	8/9/1961	 	5211	 	573	 	399	 	 	481386-50-9	 
	 
	 	WD	 	PD	 	10089	 	JASPER	 	NEWTON	 	33	 	80	 	19	 	NEWTON 8TH ST. SUB	 	SEE DEED	 	11/16/1937	 	9540	 	407	 	110	 	 	481380-50-5	 
	 
	 	WD	 	PD	 	10089	 	JASPER	 	NEWTON	 	33	 	80	 	19	 	NEWTON 8TH ST. SUB	 	SEE DEED	 	11/16/1937	 	9539	 	407	 	109	 	 	481381-50-5	 
	 
	 	WD	 	PD	 	10089	 	JASPER	 	NEWTON	 	30	 	80	 	19	 	NEWTON 8TH ST. SUB	 	SEE DEED	 	11/16/1937	 	9538	 	393	 	209	 	 	481382-50-5	 
	 
	 	QCD	 	PD	 	10089	 	JASPER	 	NEWTON	 	30	 	80	 	19	 	NEWTON 8TH ST. SUB	 	SEE DEED	 	4/30/1953	 	—	 	500	 	379	 	 	481383-50-6	 
	 
	 	QCD	 	PD	 	10089	 	JASPER	 	NEWTON	 	30	 	80	 	19	 	NEWTON 8TH ST. SUB	 	PT SOLD - SEE DEED	 	6/27/1997	 	4468	 	1093	 	224	 	 	509370-50-13	 
	 
	 	QCD	 	PD	 	10518	 	JASPER	 	NEWTON	 	26	 	80	 	19	 	NEWTON - AURORA HEIGHTS SUB	 	SEE DEED	 	4/27/1959	 	—	 	557	 	420	 	 	481385-50-8	 
	 
	 	WD	 	PD	 	10518	 	JASPER	 	NEWTON	 	26	 	80	 	19	 	NEWTON - AURORA HEIGHTS SUB	 	SEE DEED	 	9/23/1953	 	—	 	503	 	360	 	 	481384-50-7	 
	 
	 	QCD	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	8/28/1984	 	756	 	172	 	350	 	 	97358-51-1	 
	 
	 	D	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	8/11/1978	 	369	 	159	 	500	 	 	51-2	 
	 
	 	WD	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	3/14/1917	 	739	 	—	 	—	 	 	97359-51-2	 
	 
	 	AFF	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE AFFIDAVIT	 	11/7/1983	 	1789	 	—	 	—	 	 	51-2	 
	 
	 	QCD	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	11/20/2001	 	2925	 	223	 	193	 	 	5418S7-51-2	 
	 
	 	QCD	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	8/1/1991	 	2122	 	194	 	730	 	 	374532-51-9	 
	 
	 	WD	 	PD	 	10311	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD 7TH ST. SUB	 	SEE DEED	 	10/1/1990	 	—	 	193	 	281	 	 	330030-51-8	 
	 
	 	AD	 	PD	 	10315	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10W	 	FAIRFIELD WASHINGTON SUB	 	SEE DEED	 	—	 	—	 	—	 	—	 	 	97360-51-2	 
	 
	 	WD	 	PD	 	10315	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10W	 	FAIRFIELD WASHINGTON SUB	 	SEE DEED	 	6/15/90	 	3720	 	191	 	463	 	 	330029-51-7	 
	 
	 	WD	 	PD	 	10315	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD WASHINGTON SUB	 	SEE DEED	 	4/23/1930	 	—	 	91	 	114	 	 	541856-51-2	 





 November 17, 2007




 









 






EXHIBIT 7, SCHEDULE 7.3 — JOINT USE TRANSMISSION REAL PROPERTY

PRIMARILY DISTRIBUTION SUBSTATIONS





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	 	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File	 
	 	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number	 
	 
	 	WD	 	PD	 	10315	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD WASHINGTON SUB	 	SEE DEED	 	4/23/1930	 	—	 	91	 	115	 	 	97364-51-2	 
	 
	 	QCD	 	PD	 	10315	 	JEFFERSON	 	FAIRFIELD	 	26	 	72	 	10	 	FAIRFIELD WASHINGTON SUB	 	SEE DEED	 	12/30/1954	 	5302	 	118	 	338	 	 	97361-51-2	 
	 
	 	WD	 	PD	 	01031	 	JONES	 	ANAMOSA	 	10	 	84	 	4	 	ANAMOSA (AT PLANT) TRANS SUB	 	SEE PLAT OF SURVEY	 	9/29/98	 	98 99 1513	 	N	 	27	 	 	53-3	 
	 
	 	WD	 	PD	 	10500	 	JONES	 	MONTICELLO	 	21	 	86	 	3	 	MONTICELLO INDUSTRIAL SUB	 	SEE DEED	 	12/20/2000	 	2000-3868	 	—	 	—	 	 	528119-53-17	 
	 
	 	QCD	 	PD	 	10352	 	KEOKUK	 	—	 	34	 	74	 	13	 	HEDRICK-TRANS SUB	 	SEE DEED	 	1/15/1985	 	—	 	100	 	192	 	 	541853-54-3	 
	 
	 	QCD	 	PD	 	10352	 	KEOKUK	 	—	 	34	 	74	 	13	 	HEDRICK-TRANS SUB	 	SEE DEED	 	10/15/1985	 	—	 	101	 	297	 	 	481391-54-3	 
	 
	 	WD	 	PD	 	10591	 	KEOKUK	 	SIGOURNEY	 	35	 	76	 	12W	 	SIGOURNEY SUB	 	SEE DEED	 	2/19/1927	 	—	 	57	 	154	 	 	483525-54-8	 
	 
	 	WD	 	PD	 	10591	 	KEOKUK	 	SIGOURNEY	 	35	 	76	 	12W	 	SIGOURNEY SUB	 	SEE DEED	 	9/24/1926	 	—	 	37	 	63	 	 	483525-54-8-1	 
	 
	 	WD	 	PD	 	10591	 	KEOKUK	 	SIGOURNEY	 	35	 	76	 	12W	 	SIGOURNEY SUB	 	SEE DEED	 	10/5/1960	 	3974	 	80	 	244	 	 	483527-54-10	 
	 
	 	WD	 	PD	 	10591	 	KEOKUK	 	SIGOURNEY	 	35	 	76	 	12W	 	SIGOURNEY SUB	 	SEE DEED	 	9/26/1973	 	—	 	87	 	458	 	 	481393-54-4	 
	 
	 	QCD	 	PD	 	10591	 	KEOKUK	 	SIGOURNEY	 	35	 	75	 	12	 	SIGOURNEY SUB	 	SEE DEED	 	9/26/1973	 	1705	 	87	 	459	 	 	481392-54-4	 
	 
	 	WD	 	PD	 	10919	 	KOSSUTH	 	—	 	19	 	99N	 	27W	 	LAKOTA TRANSFER SUB	 	SEE DEED	 	12/30/1957	 	—	 	92	 	402	 	 	541901-1.12005	 
	 
	 	WD	 	PD	 	10919	 	KOSSUTH	 	—	 	19	 	99N	 	27W	 	LAKOTA TRANSFER SUB	 	SEE DEED	 	—	 	—	 	—	 	—	 	 	512047-1.12007	 
	 
	 	PERMIT	 	PD	 	10068	 	LEE	 	FT. MADISON	 	2	 	67	 	4	 	LEE 69 KV SUB	 	SEE PERMIT	 	7/29/1947	 	—	 	—	 	—	 	 	—	 
	 
	 	WD	 	PD	 	10392	 	LEE	 	KEOKUK	 	27	 	65	 	5	 	WEST KEOKUK	 	SEE DEED	 	3/10/1995	 	95S-15 83	 	—	 	—	 	 	476098-56-54	 
	 
	 	WD	 	PD	 	10394	 	LEE	 	KEOKUK	 	23	 	65	 	5W	 	KEOKUK MESSENGER	 	SEE DEED	 	1/11/1993	 	93S-5 D1	 	—	 	—	 	 	488642-56-49	 
	 
	 	WD	 	PD	 	10203	 	LINN	 	CEDAR RAPIDS	 	34	 	84	 	7W	 	DRY CREEK SUB	 	SEE DEED	 	7/24/2002	 	—	 	4758	 	257	 	 	19113-106978	 
	 
	 	SWD	 	PD	 	10205	 	LINN	 	CEDAR RAPIDS	 	—	 	—	 	—	 	E AVENUE SUB	 	SEE DEED	 	11/8/2003	 	—	 	2058	 	140	 	 	441843-57-80	 
	 
	 	WD	 	PD	 	10460	 	LINN	 	MARION	 	33	 	84	 	5	 	MARION SWAMP FOX	 	SEE DEED	 	6/7/2001	 	72418	 	4348	 	46	 	 	534641-57-91	 
	 
	 	WD	 	PD	 	11076	 	LINN	 	MARION	 	36	 	84	 	7	 	MARION OLD SETTLERS	 	SEE DEED	 	11/6/2002	 	—	 	4895	 	71	 	 	542019-57-92	 
	 
	 	QCD	 	PD	 	11076	 	LINN	 	MARION	 	36	 	84	 	7	 	MARION OLD SETTLERS	 	SEE DEED- SOLD PT	 	1/10/2007	 	—	 	6566	 	602	 	 	19113.100144-S1	 
	 
	 	QCD	 	PD	 	11076	 	LINN	 	MARION	 	36	 	84	 	7	 	MARION OLD SETTLERS	 	SEE DEED- SOLD PT	 	12/29/2003	 	—	 	5520	 	19	 	 	19113.10014-S2	 
	 
	 	WO	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SEE DEED	 	3/6/1948	 	—	 	785	 	22	 	 	99442-57-4	 
	 
	 	WD	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SEE DEED	 	4/21/1972	 	6122	 	1530	 	329	 	 	99446-57-4B	 
	 
	 	SWD	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SEE DEED-SOLD PT	 	4/19/1978	 	—	 	1711	 	340	 	 	99444-57-4	 
	 
	 	WD	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SSE DEED	 	12/15/2005	 	—	 	6211	 	144	 	 	57-4C	 
	 
	 	WD	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SEE DEED	 	12/16/2005	 	—	 	6212	 	108	 	 	57-4C	 
	 
	 	WD	 	PD	 	11083	 	LINN	 	CEDAR RAPIDS	 	9	 	83	 	7	 	SAINTS RUN DIST SUB	 	SEE DEED	 	12/16/2005	 	—	 	6212	 	106	 	 	57-4C	 
	 
	 	WD	 	PD	 	11117	 	LINN	 	HIAWATHA	 	—	 	—	 	—	 	HIAWATHA BOYSON COMMERCIAL	 	SEE DEED	 	6/8/2007	 	12357500002	 	6695	 	413	 	 	19113.11096	 
	 
	 	WD	 	PD	 	10262	 	LOUISA	 	—	 	25	 	75	 	5	 	COLUMBUS JCT. NE SUB	 	SEE DEED	 	5/14/1964	 	1717	 	247	 	419	 	 	486043-58-1	 
	 
	 	QCD	 	PD	 	10262	 	LOUISA	 	—	 	25	 	75	 	5	 	COLUMBUS JCT. NE SUB	 	SEE DEED	 	5/19/1964	 	1765	 	247	 	408	 	 	58-1	 
	 
	 	WD	 	PD	 	10627	 	LOUISA	 	WAPELLO	 	34	 	74	 	3	 	WAPELLO SUBSTATION	 	SEE DEED	 	3/4/1936	 	634	 	184	 	35	 	 	486045-58.2	 
	 
	 	WD	 	PD	 	10627	 	LOUISA	 	WAPELLO	 	34	 	74	 	3	 	WAPELLO SUBSTATION	 	SEE DEED	 	3/12/1973	 	335	 	289	 	396	 	 	486044-58.2	 
	 
	 	WD	 	PD	 	10250	 	LUCAS	 	CHARITON	 	20	 	72	 	21	 	CHARITON SUB	 	SEE DEED	 	6/6/1924	 	—	 	3	 	316	 	 	486053-59-5	 
	 
	 	WD	 	PD	 	10250	 	LUCAS	 	CHARITON	 	20	 	72	 	21	 	CHARITON SUB	 	SEE PAGE FROM ABSTRACT	 	3/18/1924	 	—	 	4	 	167	 	 	59-5	 
	 
	 	WD	 	PD	 	50166	 	MARSHALL	 	MTOWN	 	32	 	84	 	18	 	MARSHALLTOWN (HIGHLAND ACRES)	 	SEE DEED	 	8/17/1971	 	3376	 	22	 	446	 	 	105720-64-17	 
	 
	 	WD	 	PD	 	50166	 	MARSHALL	 	MTOWN	 	32	 	84	 	18	 	MARSHALLTOWN (HIGHLAND ACRES)	 	SEE DEED	 	11/26/2002	 	209682	 	—	 	—	 	 	542031-64-17	 
	 
	 	WD	 	PD	 	50166	 	MARSHALL	 	MTOWN	 	32	 	84	 	18	 	MARSHALLTOWN (HIGHLAND ACRES)	 	SEE DEED	 	11/26/2002	 	209684	 	—	 	—	 	 	542032-64-17	 
	 
	 	WD	 	PD	 	10884	 	MITCHELL	 	—	 	24	 	99	 	18	 	ST. ANSGAR SUB	 	SEE DEED	 	9/27/1943	 	3205	 	60	 	267	 	 	512079-1.13010	 
	 
	 	WD	 	PD	 	10884	 	MITCHELL	 	—	 	24	 	99	 	18	 	ST. ANSGAR SUB	 	SEE DEED	 	11/24/1972	 	1571	 	68	 	48	 	 	512083-1.13014	 
	 
	 	WD	 	PD	 	10884	 	MITCHELL	 	—	 	24	 	99	 	18	 	ST. ANSGAR SUB	 	SEE DEED	 	7/15/1973	 	240	 	68	 	105	 	 	541932-1.13014	 
	 
	 	WD	 	PD	 	10884	 	MITCHELL	 	—	 	25	 	99	 	18	 	ST. ANSGAR SUB	 	SEE DEED	 	6/5/1973	 	964	 	68	 	245	 	 	541933-1.13014	 
	 
	 	WD	 	PD	 	10914	 	MITCHELL	 	—	 	36	 	99	 	15	 	RICEVILLE	 	SEE DEED	 	12/5/1956	 	—	 	64	 	54	 	 	512080-1.13011	 
	 
	 	WD	 	PD	 	10179	 	MONROE	 	—	 	12	 	73	 	16W	 	BRIDGEPORT 69 KV SUB	 	SEE DEED	 	8/8/1951	 	2408	 	128	 	405	 	 	19135.10514	 
	 
	 	QCD	 	PD	 	10179	 	MONROE	 	—	 	12	 	73	 	16W	 	BRIDGEPORT 69 KV SUB	 	SEE DEED	 	8/9/1951	 	2410	 	126	 	166	 	 	19135.105124-1	 
	 
	 	WD	 	PD	 	14025	 	MURRAY	 	FULDA	 	36	 	105	 	40	 	FULDA JCT SUB (69/24KV)	 	SEE DEED	 	5/10/1972	 	147557	 	—	 	—	 	 	512105-2.11008	 
	 
	 	WD	 	PD	 	14008	 	OLMSTED	 	—	 	16	 	106	 	11W	 	DOVER SUB & SWITCH STAT.	 	SEE DEED	 	3/15/1949	 	184323	 	227	 	305	 	 	512113-2.12005	 
	 
	 	WD	 	PD	 	10344	 	POWESHIEK	 	GRIN NELL	 	16	 	80	 	16	 	GRINNELL SUBSTATION	 	SEE DEED	 	12/27/1958	 	4993	 	241	 	240	 	 	486069-79-5	 
	 
	 	ABST	 	PD	 	10344	 	POWESHIEK	 	GRIN NELL	 	16	 	80	 	16	 	GRINNELL SUBSTATION	 	SEE ABSTACT	 	12/12/1925	 	—	 	161	 	150	 	 	79-5	 
	 
	 	WD	 	PD	 	10345	 	POWESHIEK	 	GRIN NELL	 	4	 	79	 	16	 	GRINNELL SOUTH	 	SEE DEED	 	8/21/1973	 	2233	 	324	 	212	 	 	483533-79-1	 






November 17, 2007





 











 





EXHIBIT 7, SCHEDULE 7.3 — JOINT USE TRANSMISSION REAL PROPERTY

PRIMARILY DISTRIBUTION SUBSTATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	 	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File
	 	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number
	 
	 	WD	 	PD	 	14037	 	REDWOOD	 	LAMBERTON	 	23	 	109	 	37W	 	LAMBERTON SUB	 	SEE DEED	 	10/28/1946	 	—	 	96	 	545	 	 	512116-2.13002	 
	 
	 	WD	 	PD	 	14068	 	REDWOOD	 	—	 	23	 	111	 	37	 	WABASSO SUB 69/12.5 KV	 	SEE DEED	 	9/5/1961	 	186112	 	111	 	404	 	 	512122-2.13008	 
	 
	 	QCD	 	PD	 	14081	 	STEELE	 	—	 	33	 	105	 	20	 	ELLENDALE COUNTY LINE SUB	 	SEE DEED	 	12/28/1949	 	102706	 	111	 	540	 	 	512134-2.16005	 
	 
	 	WD	 	PD	 	10092	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA (AT PLANT)	 	SEE DEED	 	6/3/1913	 	188	 	40	 	169	 	 	108951-85-4-1	 
	 
	 	WD	 	PD	 	10092	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA (AT PLANT)	 	SEE DEED	 	2/26/1918	 	475	 	65	 	127	 	 	108949-85-4	 
	 
	 	WD	 	PD	 	10092	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA (AT PLANT)	 	SEE DEED	 	9/23/1925	 	5426	 	68	 	376	 	 	108949-85-4-1	 
	 
	 	WD	 	PD	 	10092	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA (AT PLANT)	 	SEE DEED	 	5/29/1930	 	4023	 	72	 	305	 	 	108950-85-4	 
	 
	 	WD	 	PD	 	10092	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA (AT PLANT)	 	SEE DEED	 	9/13/1930	 	6517	 	60	 	563	 	 	108948-85-4	 
	 
	 	WD	 	PD	 	10093	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA NORTH	 	SEE DEED	 	12/13/1946	 	11258	 	86	 	51	 	 	108953-85-4	 
	 
	 	WD	 	PD	 	10093	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA NORTH	 	SEE DEED	 	9/6/1946	 	8648	 	85	 	27	 	 	108952-85-4	 
	 
	 	WD	 	PD	 	10093	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA NORTH	 	SEE DEED	 	1/7/1929	 	139	 	61	 	112	 	 	108954-85-5	 
	 
	 	WO	 	PD	 	10093	 	STORY	 	NEVADA	 	6	 	83	 	22	 	NEVADA NORTH	 	SEE DEED	 	6/4/1979	 	9101	 	177	 	207	 	 	541898-85-11	 
	 
	 	WD	 	PD	 	10511	 	STORY	 	NEVADA	 	8	 	83	 	22	 	NEVADA 19TH STREET	 	SEE DEED	 	3/3/2000	 	00-02262	 	—	 	—	 	 	522852-85-18	 
	 
	 	QD	 	PD	 	11078	 	STORY	 	HUXLEY	 	23	 	82	 	24	 	HUXLEY IND. PARK	 	SEE DEED	 	4/17/1972	 	1942	 	147	 	499	 	 	108957-85-7	 
	 
	 	QCD	 	PD	 	10268	 	UNION	 	CRESTON	 	1	 	72	 	31	 	CRESTON SUB	 	SEE DEED	 	4/21/1970	 	—	 	372	 	56	 	 	486086-88-8	 
	 
	 	WD	 	PD	 	10268	 	UNION	 	CRESTON	 	1	 	72	 	31	 	CRESTON SUB- SOLO PT	 	SEE DEED	 	2/11/2000	 	000223	 	665	 	033	 	 	522470-88-8	 
	 
	 	TITLE OP.	 	PD	 	10268	 	UNION	 	CRESTON	 	1	 	72	 	31	 	CRESTON SUB	 	SEE TITLE OPINION	 	1/25/2000	 	—	 	—	 	—	 	 	88-8	 
	 
	 	WD	 	PD	 	10011	 	VanBUREN	 	—	 	7	 	68	 	8	 	BONAPARTE 69 KV SUB	 	SEE DEED	 	10/11/1983	 	—	 	111	 	839	 	 	109323-89-11	 
	 
	 	WO	 	PD	 	14043	 	WABASHA	 	PLAINVIEW	 	17	 	108	 	11	 	PLAINVIEW	 	SEE DEED	 	11/23/1949	 	97555	 	—	 	—	 	 	512138-2.19002	 
	 
	 	WD	 	PD	 	14043	 	WABASHA	 	PLAINVIEW	 	17	 	108	 	11	 	PLAINVIEW	 	SEE DEED	 	1/19/2000	 	235510	 	—	 	—	 	 	528584-2.19002	 
	 
	 	WD	 	PD	 	10534	 	WAPELLO	 	OTTUMWA	 	35	 	72	 	14W	 	OTTUMWA SOUTH SUB	 	SEE DEED	 	9/5/1974	 	4339	 	383	 	600	 	 	488656-90-7	 
	 
	 	WD	 	PD	 	10538	 	WAPELLO	 	—	 	1	 	72	 	14W	 	OTTUMWA - RUTLEDGE SUB	 	SEE DEED	 	9/4/1958	 	7227	 	275	 	549	 	 	488651-90-3	 
	 
	 	QCD	 	PD	 	10635	 	WASHINGTON	 	WASHINGTON	 	17	 	75N	 	7W	 	WASHINGTON SUB	 	SEE DEED AND NOTE	 	9/18/46	 	—	 	25	 	602	 	 	486151-92-6	 
	 
	 	QCD	 	PD	 	10635	 	WASHINGTON	 	WASHINGTON	 	17	 	75N	 	7W	 	WASHINGTON SUB	 	SEE DEED AND NOTE	 	2/16/82	 	—	 	57	 	142	 	 	486152-92-6	 
	 
	 	WD	 	PD	 	14065	 	WATONWAN	 	—	 	33	 	106	 	30	 	LEWISVILLE	 	SEE DEED	 	9/28/1983	 	142270	 	123	 	4149	 	 	512145-2.18007-1	 
	 
	 	WD	 	PD	 	14065	 	WATONWAN	 	—	 	33	 	106	 	30	 	LEWISVILLE	 	SEE DEED	 	6/20/1960	 	103793	 	70	 	42	 	 	512145-2.18007	 
	 
	 	WD	 	PD	 	10897	 	WINNEBAGO	 	BUFFALO CTR	 	20	 	99	 	26W	 	BUFFALO CTR SUB	 	SEE DEED	 	12/29/1948	 	4574	 	86	 	642	 	 	512156-1.14002	 
	 
	 	WD	 	PD	 	10906	 	WINNESHIEK	 	DECORAH	 	15	 	98	 	8W	 	DECORAH SUB	 	SEE DEED	 	2/26/1942	 	707	 	199	 	360	 	 	512176-1.15045	 
	 
	 	WD	 	PD	 	10906	 	WINNESHIEK	 	DECORAH	 	22	 	98	 	8W	 	DECORAH SUB	 	SEE DEED	 	6/7/1982	 	2281	 	341	 	199	 	 	512172-1.15039	 
	 
	 	WD	 	PD	 	10906	 	WINNESHIEK	 	DECORAH	 	15	 	98	 	8W	 	DECORAH SUB	 	SEE DEED-PT SOLD	 	2/22/1971	 	—	 	273	 	478	 	 	512176-1.15045-1	 
	 
	 	QCD	 	PD	 	10906	 	WINNESHIEK	 	DECORAH	 	22	 	98	 	8W	 	DECORAH SUB	 	SEE DEED	 	4/27/1972	 	739	 	278	 	403	 	 	512176-1.15045-2	 
	 
	 	WD	 	PD	 	10906	 	WINNESHIEK	 	DECORAH	 	15	 	98	 	8W	 	DECORAH SUB	 	SEE DEED-PT SOLD	 	6/29/1982	 	2527	 	341	 	226	 	 	512176-1.15045-3	 
	 
	 	WD	 	PD	 	10982	 	WINNESHIEK	 	OSSIAN	 	11	 	96	 	8W	 	OSSIAN SUB	 	SEE DEED	 	1/13/1941	 	—	 	178	 	314	 	 	512166-1.15028	 
	 
	 	WD	 	PD	 	11057	 	WINNESHIEK	 	—	 	36	 	97	 	9W	 	CALMAR SUB	 	SEE DEED	 	4/20/1951	 	—	 	215	 	611	 	 	512168-1.15031	 
	 
	 	WD	 	PD	 	14093	 	WINONA	 	LEWISTON	 	14	 	106	 	9	 	LEWISTON SUBSTATION	 	SEE DEED	 	11/9/1939	 	—	 	179	 	323	 	 	542623-2.17001	 
	 
	 	WD	 	PD	 	14093	 	WINONA	 	LEWISTON	 	14	 	106	 	9	 	LEWISTON SUBSTATION	 	SEE DEED	 	8/30/1962	 	194504	 	251	 	167	 	 	512179-2.17004	 
	 
	 	WD	 	PD	 	10956	 	WORTH	 	—	 	21	 	98	 	20W	 	MANLY — INTER SUB	 	SEE DEED	 	7/30/1958	 	—	 	27	 	502	 	 	512184-1.16004	 
	 
	 	WD	 	PD	 	10005	 	WRIGHT	 	 	 	25	 	93	 	24	 	BELMOND AT PLANT	 	SEE DEED	 	7/2/48	 	—	 	82	 	28	 	 	109337-99-4	 
	 
	 	WD	 	PD	 	10005	 	WRIGHT	 	 	 	25	 	93	 	24	 	BELMOND AT PLANT	 	SEE DEED	 	1/18/05	 	—	 	156	 	459	 	 	109337-99-4-1	 




November 17, 2007





 









 





EXHIBIT 7, SCHEDULE 7.4 — TRANSMISSION FEE INTERESTS

Primarily Transmission Substations — Reference IPL Schedule 4.4(g)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	Line	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File	 
	No.	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number	 
	 
	 	WD	 	PT	 	10001	 	APPANOOSE	 	 	 	11	 	68	 	16W	 	APPANOOSE COUNTY SUB	 	SEE DEED	 	1/12/70	 	—	 	105	 	32	 	 	491096-4-13	 
	 
	 	WD	 	PT	 	10004	 	BENTON	 	BELLE PLAINE	 	20	 	82	 	12W	 	BELLE PLAINS JCT. SUB	 	SEE DEED	 	7/31/41	 	1595	 	108	 	544	 	 	33524-6-6	 
	 
	 	WD	 	PT	 	10014	 	BOONE	 	BOONE	 	21	 	84	 	26	 	BOONE ROCHO SUB	 	SEE DEED	 	4/2/56	 	3083	 	334	 	534	 	 	34676-8-17	 
	 
	 	WD	 	PT	 	10911	 	BUCHANAN	 	 	 	22	 	90	 	9	 	HAZELTON SUB	 	SEE DEED	 	3/3/65	 	—	 	324	 	464	 	 	511125-1.3009	 
	 
	 	WD	 	PT	 	10911	 	BUCHANAN	 	 	 	27	 	90	 	9	 	HAZELTON SUB	 	SEE DEED	 	3/3/65	 	—	 	324	 	464	 	 	511125-1.3009	 
	 
	 	QCD	 	PT	 	10911	 	BUCHANAN	 	 	 	22	 	90	 	9	 	HAZELTON SUB	 	SEE DEED-PT SOLD	 	12/4/90	 	1289	 	518	 	341	 	 	511129-1.3014-1	 
	 
	 	WD	 	PT	 	10911	 	BUCHANAN	 	 	 	22	 	90	 	9	 	HAZELTON SUB	 	SEE DEED	 	5/1/53	 	3758	 	288	 	282	 	 	511130-1.3015	 
	 
	 	WD	 	PT	 	10912	 	BUCHANAN	 	INDEPENDENCE	 	27	 	89	 	9W	 	INDEPENDENCE SUBSTATION	 	SEE DEED	 	12/29/53	 	8409	 	293	 	215	 	 	511123-1.3006	 
	 
	 	WD	 	PT	 	10910	 	CLAYTON	 	MANONA	 	11	 	95N	 	5W	 	MONONA SUB	 	SEE WD	 	10/3/47	 	3355	 	108	 	374	 	 	511242-1.5009	 
	 
	 	WD	 	PT	 	10036	 	CLINTON	 	DEWITT	 	19	 	81N	 	4E	 	DEWITT 161 SUB	 	SEE WD	 	8/10/77	 	5927-77	 	—	 	—	 	 	41679-23-6	 
	 
	 	WD	 	PT	 	10916	 	CLINTON	 	 	 	19	 	82	 	7E	 	NORTH CLINTON SWITCH STATION	 	SEE DEED	 	2/27/46	 	2205	 	—	 	—	 	 	511300-1.06052	 
	 
	 	WD	 	PT	 	14092	 	COTTONWOOD	 	STORDEN	 	28	 	107	 	37	 	STORDEN SUBSTATION	 	SEE DEED	 	7-28-51	 	117852	 	84	 	539	 	 	511304-2.2004	 
	 
	 	WD	 	PT	 	10095	 	DALLAS	 	PERRY	 	9	 	81N	 	28W	 	PERRY SUBSTATION	 	SEE WARRANTY DEED	 	12/28/65	 	3413	 	463	 	14	 	 	41690-25-5A	 
	 
	 	WD	 	PT	 	10095	 	DALLAS	 	PERRY	 	9	 	81N	 	28W	 	PERRY SUBSTATION	 	SEE WD-SELL PORTION	 	3/28/73	 	—	 	—	 	—	 	 	41691-25-5A	 
	 
	 	QCD	 	PT	 	10915	 	DUBUQUE	 	 	 	11	 	89	 	2E	 	GARDNER’S LANE SUB	 	SEE DEED-PT SOLD	 	—	 	—	 	—	 	—	 	 	511686-1.8148	 
	 
	 	WD	 	PT	 	10915	 	DUBUQUE	 	 	 	11	 	89	 	2E	 	GARDNER’S LANE SUB	 	SEE PAGE FROM ABSTR.	 	5/4/1927	 	—	 	97	 	279	 	 	542620-1.8030	 
	 
	 	WD	 	PT	 	14000	 	FARIBAULT	 	 	 	15	 	102	 	27W	 	BLUE EARTH SUBSTATION	 	SEE DEED	 	5/19/48	 	157105	 	112	 	494	 	 	511689-2.3005	 
	 
	 	QCD	 	PT	 	14000	 	FARIBAULT	 	 	 	15	 	102	 	27W	 	BLUE EARTH SUBSTATION	 	SEE DEED	 	5/19/48	 	157104	 	108	 	422	 	 	511689-2.3005-1	 
	 
	 	D	 	PT	 	14000	 	FARIBAULT	 	 	 	15	 	102	 	27W	 	BLUE EARTH SUBSTATION	 	SEE DEED	 	12/8/42	 	142562	 	101	 	323	 	 	542619-2.3001	 
	 
	 	WD	 	PT	 	14041	 	FARIBAULT	 	 	 	13	 	102	 	24W	 	WALTERS SUB	 	SEE DEED	 	8/3/43	 	—	 	101	 	451	 	 	2.3003	 
	 
	 	WD	 	PT	 	14041	 	FARIBAULT	 	 	 	13	 	102	 	24W	 	WALTERS SUB	 	SEE DEED	 	12/7/92	 	281266	 	—	 	—	 	 	511700-2.3020	 
	 
	 	QCD	 	PT	 	14001	 	FILLMORE	 	SPR. VALLEY-MN	 	27	 	103N	 	13W	 	SPRING VALLEY SUB	 	SEE QCD	 	9/7/93	 	275144	 	241	 	1001	 	 	511783-2.4017	 
	 
	 	WD	 	PT	 	14001	 	FILLMORE	 	SPR. VALLEY-MN	 	34	 	103N	 	13W	 	SPRING VALLEY SUB	 	SEE DEED	 	10/27/47	 	134465	 	184	 	354	 	 	542624-2.4011	 
	 
	 	WD	 	PT	 	14009	 	FREEBORN	 	 	 	8	 	102	 	20W	 	HAYWARD SUB & SWITCHING STA.	 	SEE DEED	 	12/19/52	 	157941	 	132	 	313	 	 	511792-2.5011	 
	 
	 	WD	 	PT	 	14009	 	FREEBORN	 	 	 	8	 	102	 	20W	 	HAYWARD SUB & SWITCHING STA.	 	SEE DEED	 	8/1/59	 	187959	 	158	 	455	 	 	511994-2.5025	 
	 
	 	COURT DEED	 	PT	 	10054	 	GRUNDY	 	 	 	35	 	88	 	17	 	GRUNDY CENTER 69kV	 	SEE DEED	 	1/20/66	 	—	 	269	 	218	 	 	97255-38-A	 
	 
	 	WD	 	PT	 	10568	 	GRUNDY	 	 	 	27	 	87N	 	15W	 	REINBECK SUBSTATION	 	SEE DEED	 	12/10/60	 	—	 	251	 	599	 	 	97259-38-4	 
	 
	 	WD	 	PT	 	10020	 	HANCOCK	 	 	 	33	 	96N	 	25W	 	BRITT 69 KV SUB	 	SEE DEED	 	6/28/49	 	3445	 	—	 	—	 	 	97282-41-1	 
	 
	 	WD	 	PT	 	10020	 	HANCOCK	 	 	 	33	 	96N	 	25W	 	BRITT 69 KV SUB	 	SEE DEED	 	10/28/48	 	3212	 	30	 	565	 	 	 	 
	 
	 	WD	 	PT	 	10020	 	HANCOCK	 	 	 	33	 	96N	 	25W	 	BRITT 69 KV SUB	 	SEE DEED	 	4/12/99	 	99-0834	 	—	 	—	 	 	528688-41-1	 
	 
	 	WD	 	PT	 	10446	 	IOWA	 	MARENGNO	 	25	 	81	 	11W	 	MARENGO SOUTH SUB	 	SEE DEED	 	6/12/29	 	1693	 	28	 	289	 	 	137055-48-1	 
	 
	 	D	 	PT	 	10446	 	IOWA	 	MARENGO	 	25	 	81	 	11W	 	MARENGO SOUTH SUB	 	SEE DEED	 	8/6/14	 	—	 	23	 	242	 	 	137056-48-1	 
	 
	 	WD	 	PT	 	14006	 	JACKSON	 	HERON LAKE	 	17	 	104	 	37W	 	HERON LAKE SUB	 	SEE DEED	 	6/24/47	 	121986	 	164	 	602	 	 	512025-2.7002	 
	 
	 	WD	 	PT	 	14006	 	JACKSON	 	HERON LAKE	 	17	 	104	 	37W	 	HERON LAKE SUB	 	SEE DEED	 	7/10/51	 	129134	 	160	 	188	 	 	512026-2.7003	 
	 
	 	WD	 	PT	 	11104	 	JONES	 	 	 	34	 	85N	 	3W	 	Amber Creamery Substation	 	SEE DEED	 	1/11/06	 	2006-0132	 	 	 	 	 	 	19105.104258	 
	 
	 	WD	 	PT	 	10051	 	LINN	 	 	 	28	 	84N	 	7W	 	HIAWATHA 161/34.5 KV SUB	 	SEE DEED	 	11/4/69	 	17821	 	1438	 	290	 	 	103267-57-55B	 
	 
	 	WD	 	PT	 	10052	 	LINN	 	 	 	28	 	84N	 	7W	 	HIAWATHA 161/115 KV SUB	 	SEE WD	 	11/4/69	 	17821	 	1438	 	290	 	 	103267-57-55B	 
	 
	 	WD	 	PT	 	10052	 	LINN	 	 	 	28	 	84	 	7W	 	HIAWATHA 161/115 KV SUB	 	SEE DEED	 	11/4/69	 	17821	 	1438	 	290	 	 	103267-57-55B	 
	 
	 	WD	 	PT	 	10105	 	LINN	 	CEDAR RAPIDS	 	3	 	82	 	7W	 	PRAIRIE CREEK INDUSTRIAL	 	SEE DEED	 	12/20/96	 	—	 	3429	 	192	 	 	502592-57-87	 
	 
	 	WD	 	PT	 	11082	 	LINN	 	MARION	 	20	 	84	 	6	 	MARION LEWIS FIELDS DIST SUB	 	SEE DEED	 	12/28/04	 	—	 	5870	 	117	 	 	19113.10053	 
	 
	 	WD	 	PT	 	10019	 	MONROE	 	 	 	12	 	73	 	16W	 	BRIDGEPORT 161 KV SUB	 	SEE DEED	 	2/28/56	 	581	 	130	 	521	 	 	19135.105124	 
	 
	 	WD	 	PT	 	10019	 	MONROE	 	 	 	12	 	73	 	16W	 	BRIDGEPORT 161 KV SUB	 	SEE DEED	 	9/17/93	 	445	 	260	 	146	 	 	19135.105124-3	 
	 
	 	WD	 	PT	 	10040	 	MONROE	 	 	 	12	 	73	 	16W	 	EDDYVILLE IND SUBSTATION	 	SEE DEED	 	5/21/93	 	1918	 	256	 	164	 	 	486058-68-2	 
	 
	 	WD	 	PT	 	14020	 	MOWER	 	 	 	18	 	101N	 	15W	 	ADAMS 161/69 KV SUB	 	SEE DEED	 	7/26/65	 	—	 	259	 	214	 	 	512094-2.10020	 
	 
	 	WD	 	PT	 	14020	 	MOWER	 	 	 	7	 	101	 	15W	 	ADAMS 161/69 KV SUB	 	SEE DEED	 	7/26/65	 	—	 	259	 	214	 	 	512094-2.10020	 
	 
	 	WD	 	PT	 	10099	 	OSCEOLA	 	 	 	11	 	99N	 	40W	 	OSCEOLA 69/34.5 KV	 	SEE DEED	 	5/28/68	 	504	 	39	 	608	 	 	106817-72-4	 
	 
	 	WD	 	PT	 	10099	 	OSCEOLA	 	 	 	11	 	99N	 	40W	 	OSCEOLA 69/34.5 KV	 	SEE DEED	 	5/28/68	 	503	 	39	 	607	 	 	106817-72-4	 




November 17, 2007





 









 





EXHIBIT 7, SCHEDULE 7.4 — TRANSMISSION FEE INTERESTS

Primarily Transmission Substations — Reference IPL Schedule 4.4(g)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recorded	 	 	 	 	 	 	 
	Line	 	 	 	 	 	Property	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Recording	 	Document	 	 	 	 	 	IPL File	 
	No.	 	Fee Int	 	T/PT	 	Code	 	County	 	City	 	Section	 	TWP	 	Range	 	Common Name	 	Legal Description	 	Date	 	Number	 	Book	 	Page	 	Number	 
	 
	 	WD	 	PT	 	10086	 	RINGGOLD	 	 	 	6	 	68	 	29	 	MT. AYR	 	SEE DEED	 	2/5/64	 	—	 	171	 	580	 	 	486077-80-4	 
	 
	 	ABST	 	PT	 	10086	 	RINGGOLD	 	 	 	6	 	68	 	29	 	MT. AYR	 	SEE ABSTRACT PAGE	 	3/24/17	 	—	 	84	 	478	 	 	80-4	 
	 
	 	WD	 	PT	 	14012	 	ROCK	 	MAGNOLIA	 	35	 	103N	 	44W	 	MAGNOLIA N & W SUB	 	SEE WD	 	1/9/56	 	80260	 	39	 	89-90	 	 	512127-2.14004	 
	 
	 	WD	 	PT	 	11079	 	STORY	 	MAXWELL	 	15	 	82	 	22	 	MAXWELL NORTH SUBSTATION	 	SEE DEED	 	12/27/00	 	00-14202	 	—	 	—	 	 	528118-85-20	 
	 
	 	WD	 	PT	 	10120	 	TAMA	 	TOLEDO	 	35	 	84N	 	15W	 	TOLEDO SUBSTATION	 	SEE WD	 	8/14/64	 	4704	 	301	 	625	 	 	109122-86-34A	 
	 
	 	WD	 	PT	 	10120	 	TAMA	 	TOLEDO	 	35	 	84N	 	15W	 	TOLEDO SUBSTATION	 	SEE WD	 	2/17/65	 	1736	 	303	 	389	 	 	109122-86-34A	 
	 
	 	WD	 	PT	 	10269	 	UNION	 	 	 	7	 	72N	 	30W	 	EAST CRESTON SUB	 	SEE WD	 	8/10/76	 	239	 	396	 	108	 	 	486082-88-5	 
	 
	 	WD	 	PT	 	10084	 	VanBUREN	 	MILTON	 	20	 	68N	 	11W	 	MILTON SUBSTATION	 	SEE DEED	 	6/8/72	 	—	 	104	 	389	 	 	109318-89-6	 
	 
	 	WD	 	PT	 	10125	 	WAPELLO	 	 	 	29	 	72	 	13W	 	WAPELLO COUNTY SUB	 	SEE DEED	 	1/15/70	 	000155	 	353	 	265	 	 	488653-90-4	 
	 
	 	WD	 	PT	 	10125	 	WAPELLO	 	 	 	29	 	72	 	13W	 	WAPELLO COUNTY SUB	 	SEE DEED	 	5/25/56	 	04477	 	266	 	28	 	 	488653-90-4	 
	 
	 	WD	 	PT	 	10635	 	WASHINGTON	 	WASHINGTON	 	17	 	75N	 	7W	 	WASHINGTON SUB	 	SEE ABSTRACT PAGE	 	9/21/25	 	—	 	51	 	281	 	 	486152-92-6	 
	 
	 	WO	 	PT	 	10265	 	WAYNE	 	 	 	19	 	69	 	21W	 	ADDITION TO CORYDON SUB	 	SEE DEED	 	9/27/55	 	3111	 	33	 	509	 	 	486217-93-8	 
	 
	 	WD	 	PT	 	10265	 	WAYNE	 	 	 	19	 	69	 	21W	 	CORYDON SUB	 	SEE DEED	 	12/29/47	 	4599	 	82	 	30	 	 	486218-93-8	 
	 
	 	WD	 	PT	 	10926	 	WORTH	 	 	 	30	 	98	 	21W	 	HANLONTOWN SUB	 	SEE DEED	 	7/23/65	 	—	 	30	 	422	 	 	512188-1.6008	 
	 
	 	WD	 	PT	 	10926	 	WORTH	 	 	 	30	 	98	 	21W	 	HANLONTOWN SUB	 	SEE DEED	 	7/17/86	 	—	 	39	 	324	 	 	512189-1.6009	 






November 17, 2007





 











 





Exhibit 8




Metering Specifications




Performance criteria:





	1.	 	Meters shall meet or exceed the latest version of ANSI C12.1 (American National
Standard for Electric Meters Code for Electricity Metering).
	 
	2.	 	Current transformers used for metering shall meet or exceed an accuracy class of 0.3%.
Secondary connected burdens shall not exceed rated burden of any current transformer. Current
transformers shall comply with most current applicable ANSI Standards including C57.13 (IEEE
Standard Requirements for Instrument Transformers) and C12.ll (Instrument Transformers for
Revenue Metering 10KV BIL through 350 KV BIL). Local Distribution Company shall comply with
the manufacturer’s accuracy and burden class information on the nameplate of each device.
	 
	3.	 	Voltage transformers used for metering shall meet or exceed an accuracy class of 0.3%.
Secondary connected burdens shall not exceed rated burden of any voltage transformer. Voltage
transformers shall comply with most current applicable ANSI Standards including C57.13 (IEEE
Standard Requirements for Instrument Transformers), C12.11 (Instrument Transformers for
Revenue Metering 10KV BIL through 350 KV BIL), and C93.1 (Power Line Coupling Carrier
Capacitors and Coupling Capacitor Voltage Transformers (CCVT)). Local Distribution Company
shall comply with the manufacturer’s accuracy and burden class information on the nameplate of
each device.




 









 











Exhibit 9




Dispute Resolution Procedures




Section 1.1 When Required




     Any Dispute subject to this Exhibit that has not been resolved through the informal or
mediation procedures specified herein shall be resolved by arbitration in accordance with the
procedures specified herein; provided, however, that unless both Parties agree to
arbitrate, (a) any dispute subject to the jurisdiction of any regulatory authority shall only be
heard by such regulatory authority, and (b) any dispute wherein one Party seeks an injunction or
other equitable relief shall be heard only by a court having jurisdiction over the matter.



Section 1.2 Initiation




     (a) A Party to a Dispute that wishes to commence arbitration proceedings shall send a written
demand for arbitration to an officer or managing or general agent (or other agent authorized by
appointment or law to receive service of process) of the other Party. The demand for arbitration
shall state each claim for which arbitration is being demanded, the relief being sought, a brief
summary of the grounds for such relief, and the basis for the claim, and shall identify all other
parties to the dispute.



     (b) Any Party receiving such notice may, if the proviso in Section 1.1 is applicable, notify
the other Party within 14 days of receiving the demand for arbitration, that it intends to have the
matter heard by a regulatory or judicial authority and shall thereafter have a further 60 days in
which to make the necessary filing to commence proceedings at such regulatory or judicial
authority. If the filing necessary to commence proceedings before such regulatory or judicial
authority is not made within the foregoing 60-day period, then the Party seeking to invoke
jurisdiction of a regulatory authority shall be deemed to have consented to arbitration, and the
Dispute shall revert to arbitration.



Section 1.3 Selection of Arbitrator




     The Parties agree that arbitration initiated under this Agreement shall be conducted before a
single neutral arbitrator appointed by the parties. If the Parties are unable to agree on an
arbitrator, such arbitrator shall be appointed from a panel of knowledgeable arbitrators provided
to the parties by the American Arbitration Association. The selection of the arbitrator and the
arbitration process shall then proceed according to the Commercial Dispute Rules of the American
Arbitration Association.



Section 1.4 Procedures




     The Parties shall compile and make available to the arbitrator and the Parties standard
procedures for the arbitration of disputes (i) from the American Arbitration Association, (ii) as
mutually agreed by the Parties, or (iii) as the arbitrator deems appropriate. Upon selection of the
arbitrator, arbitration shall go forward in accordance with applicable procedures.



9-1









 





Section 1.5 Summary Disposition and Interim Measures




     (a) The procedures for arbitration of a Dispute shall provide a means for summary disposition
of a demand for arbitration, or response to a demand for arbitration, that in the reasoned opinion
of the arbitrator does not have a good faith basis either in law or fact. If the arbitrator
determines that a demand for arbitration, or response to a demand for arbitration, does not have a
good faith basis either in law or fact, the arbitrator shall have discretion to award the costs of
the time, expenses, and other charges of the arbitrator to the prevailing Party.



     (b) The procedures for the arbitration of a Dispute shall provide a means for summary
disposition without discovery if there is no dispute as to any material fact, or with such limited
discovery as the arbitrator shall determine is reasonably likely to lead to the prompt resolution
of any disputed issues of material fact.



     (c) The procedures for arbitration of a Dispute shall permit any Party to a Dispute to request
that the arbitrator render a written interim decision requiring that any action or decision that is
the subject of a Dispute either be, or not be, put into effect, or imposing such other interim
measures as the arbitrator deems necessary or appropriate. The arbitrator may grant or deny, in
whole or in part, a request for such a written interim decision. The Parties shall be bound by any
such written decision pending the outcome of the arbitration proceeding.



Section 1.6 Discovery of Facts




     (a) The arbitration procedures for the resolution of a Dispute shall include adequate
provision for the discovery of relevant facts, including the taking of testimony under oath,
production of documents and things, and inspection of land and tangible items. The nature and
extent of such discovery shall be determined as provided herein and shall take into account (i) the
complexity of the dispute, (ii) the extent to which facts are disputed, and (iii) the amount of
money in controversy.



     (b) The arbitrator shall be responsible for establishing the timing, amount, and means of
discovery, and for resolving discovery and other pre-hearing disputes. If a Dispute involves
contested issues of fact, promptly after the selection of the arbitrator, the arbitrator shall
convene a meeting of the parties for the purpose of establishing a schedule and plan of discovery
and other pre-hearing actions.



Section 1.7 Evidentiary Hearing




     The procedures established by the arbitrator shall provide for an evidentiary hearing, with
provision for the cross-examination of witnesses, unless both Parties consent to the resolution of
the matter on the basis of a written record. The forms and methods for taking evidence shall be as
agreed by the Parties, or if the Parties cannot agree, as established by the arbitrator. The
arbitrator may require such written or other submissions from the Parties as shall be deemed
appropriate, including submission of the direct testimony of witnesses in written form. The
arbitrator may exclude any evidence that is irrelevant, immaterial, or unduly repetitious, and,
except to the extent hereinafter otherwise provided, shall exclude any material that is covered by
the attorney-client privilege, the accountant-client privilege, other evidentiary privileges, or
the attorney-work product doctrine. One or both Parties may arrange for the preparation of a record



9-2









 






of the hearing and, except to the extent otherwise provided, shall pay the costs thereof. Such
Party or Parties shall have no obligation to provide, or to agree to the provision of, a copy of
the record of the hearing to any Party that does not pay a proportionate share of the cost of the
record. At the request of any Party, the arbitrator shall determine a fair and equitable allocation
of the cost of the preparation of a record between or among the Parties to the proceeding who are
willing to share such costs.


Section 1.8 Confidentiality




     (a) Any information requested from another Party in the course of an arbitration proceeding,
and not otherwise available to the receiving Party, including any such information contained in
documents or other means of recording information created during the course of the proceeding, may
be designated “Confidential” by the producing Party to the extent that such information is of a
proprietary nature. The Party designating documents or other information as “Confidential” shall
have 20 days from the request for such material to submit a request to the arbitrator to establish
such requirements for the protection of such documents or other information designated as
“Confidential” as may be reasonable and necessary to protect the confidentiality and commercial
value of such information and the rights of the Parties. Prior to the decision of the arbitrator on
a request for confidential treatment, documents or other information designated as “Confidential”
need not be produced. “Confidential” information shall not be used by the arbitrator, or anyone
working for or on behalf of any of the foregoing, for any purpose other than the arbitration
proceeding, and shall not be disclosed in any form to any Person not involved in the arbitration
proceeding without the prior written consent of the Party producing the information, or as
permitted by the arbitrator or as required by law.



     (b) Any Person receiving a request or demand for disclosure, whether by compulsory process,
discovery request, or otherwise, of documents or information obtained in the course of an
arbitration proceeding that have been designated “Confidential” and that are subject to a non-disclosure requirement under this Exhibit, or that are subject to a decision of the arbitrator,
shall immediately inform the Person from which the information was obtained, and shall take all
reasonable steps to afford the Person from which the information was obtained an opportunity to
protect the information from disclosure. In the event the requesting Party discloses information in
violation of this Exhibit or requirements established by the arbitrator shall be deemed to waive
any right to introduce or otherwise use such information in any judicial, regulatory, or other
legal or dispute resolution proceeding, including the proceeding in which the information was
obtained.



     (c) Nothing in this Exhibit shall preclude any Person from using documents or information
properly and previously obtained outside of an arbitration proceeding, or otherwise public, for any
legitimate purpose, notwithstanding that the information was also obtained in the course of the
arbitration proceeding.



Section 1.9 Timetable




     Promptly after the selection of the arbitrator, the arbitrator shall set a date for
resolution of the dispute, which shall be not later than eight months (or such earlier date as
may be agreed to by the parties) from the date of the selection of the arbitrator, with other
dates, including the



9-3









 




dates for an evidentiary hearing, or other final submissions of evidence, set in light of this
date. The date for the evidentiary hearing, or other final submission of evidence, shall not be
changed absent extraordinary circumstances. The arbitrator shall have the power to impose
sanctions for dilatory tactics or undue delay in completing the arbitration proceedings.




Section 1.10 Decisions




     The arbitrator shall issue either an oral decision that is transcribed or a written decision,
which may, at the arbitrator’s discretion, include findings of fact. The arbitration decision shall
be based on (i) the evidence in the record, (ii) the relevant agreements between the Parties, (iii)
applicable federal and state legal standards, including the FPA and any applicable state and FERC
regulations and decisions and (iv) relevant decisions in previous arbitration proceedings under
this Agreement. All decisions of the arbitrator shall be shall be subject to any applicable
confidentiality provisions, and shall be made available on request, to the Parties and to federal
and state regulatory authorities. Any arbitration decision that affects matters subject to the
jurisdiction of the FERC under section 205 or section 206 of the FPA shall be filed with the FERC
and any arbitration decision that affect matters subject to the jurisdiction of a state authority
shall be filed with that authority.



Section 1.11 Costs




     Unless the arbitrator shall decide otherwise, the costs of the time, expenses, and other
charges of the arbitrator shall be borne by the parties to the dispute, with each side on an
arbitrated issue bearing one-half of such costs, and each Party to an arbitration proceeding shall
bear its own costs and fees. The arbitrator may require all of the costs of the time, expenses, and
other charges of the arbitrator, plus all or a portion of the costs of arbitration, attorneys’
fees, and the costs of mediation, if any, to be paid by any Party that substantially loses on an
issue determined by the arbitrator to have been raised without a substantial basis.



Section 1.12 Enforcement




     The decision of the arbitrator shall be final, binding and not appealable, except to the
extent reviewable by FERC (as permitted or required by law). Any party may petition any state or
federal court having jurisdiction to enter judgment upon the arbitration award.



Section 1.13 Regulatory Jurisdiction




     If a Party fails to invoke regulatory jurisdiction of a dispute involving matters subject to
FERC or state regulatory jurisdiction within 60 days in accordance with Section 1.2 of this
Exhibit, the Party shall be deemed to have waived its right to invoke such jurisdiction;
provided, however, that this waiver only applies to the Party and does not affect any right
that the FERC or state regulatory authority may have to act on its own. If such Party nonetheless
invokes FERC or applicable state regulatory jurisdiction following the arbitration proceedings
provided for herein, that Party shall be responsible for all attorneys’ fees incurred by other
parties to the Dispute, whether or not the FERC or state regulatory authority concludes that such
Party has waived its right to invoke FERC or state regulatory jurisdiction.



9-4









 





Exhibit 10




Reserved