New Mexico Administrative Code › Title 17 - PUBLIC UTILITIES AND UTILITY SERVICES › Chapter 9 - ELECTRIC SERVICES › Part 568 - INTERCONNECTION OF GENERATING FACILITIES WITH A NAMEPLATE RATING UP TO AND INCLUDING 10 MW CONNECTING TO A UTILITY SYSTEM › Appendix 1C - Interconnection Agreement

Current through Register Vol. 35, No. 13, July 16, 2024
Generating Facilities With a Rated Capacity No Greater
				  than 10 MW and Not Qualified for Simplified Interconnection
This Generating Facility Interconnection Agreement
				  ("Agreement") is entered into by and between ________________________________
				  ("Utility") and _______________________________ ("Interconnection
				  Customer").
The Interconnection Customer and the Utility are sometimes
				  referred to in this Agreement jointly as "Parties" or individually as a
				  "Party".
In consideration of the mutual promises and obligations
				  stated in this Agreement and its appendices, the Parties agree as
				  follows:
I. SCOPE AND PURPOSE
A) This Agreement is intended to provide for the
				  Interconnection Customer to interconnect and operate the Generating Facility in
				  parallel with the Utility's System. Appendix A provides a one-line diagram of
				  the Generating Facility and the Point of Common Coupling. Appendix B provides a
				  description of the Generating Facility and its location.
B) This Agreement contains the terms and conditions under
				  which the Interconnection Customer may interconnect the Generating Facility to
				  the Utility. This Agreement does not authorize the Interconnection Customer to
				  export power or constitute an agreement to purchased or wheel the
				  Interconnection Customer's power. Other services that the Interconnection
				  Customer may require from the Utility, or others, may be covered under separate
				  agreements.
C) This Agreement allows for the occasional and inadvertent
				  export of energy to the Utility, though it does not constitute an agreement by
				  the Utility to purchase or pay for any energy, inadvertently or intentionally
				  exported.
D) This Agreement does not constitute a request for, nor the
				  provision of any transmission delivery service or any local distribution
				  delivery service.
E) The technical requirements for interconnection are
				  provided in New Mexico Administrative Code 17.9.568 and are incorporated and
				  made part of this Agreement by this reference.
II. DEFINITIONS
"Agreement"
means this Generating Facility
				  Interconnection Agreement and its appendices.
"Business Day"
means Monday through Friday,
				  excluding holidays observed by the Utility.
"Commission"
means the New Mexico Public
				  Regulation Commission.
"Generating Facility"
means the Interconnection
				  Customer's device for the production of electricity identified in the
				  Interconnection Application, including all generators, electrical wires,
				  equipment, and other facilities owned or provided by the Interconnection
				  Customer for the purpose of producing electric power.
"Generator"
means any device producing
				  electrical energy, including rotating generators driven by wind, steam
				  turbines, internal combustion engines, hydraulic turbines, solar panels, fuel
				  cells, or any other electric producing device, including energy storage
				  technologies.
"Interconnection Application"
means the request
				  by an Interconnection Customer to interconnect a new Generating Facility, or to
				  increase the capacity or make a material modification to the operating
				  characteristics of an existing Generating Facility that is interconnected with
				  the Utility's System.
"Interconnection Customer"
is the person or
				  entity so defined in the first paragraph of this Agreement.
"Interconnection Facilities"
means the Utility's
				  Interconnection Facilities and the Interconnection Customer's Interconnection
				  Facilities. Collectively, Interconnection Facilities include all facilities and
				  equipment between the Generating Facility and the Point of Common Coupling,
				  including any modification, additions or upgrades that are necessary to
				  physically and electrically interconnect the Generating Facility to the
				  Utility's System. Interconnection Facilities are sole use facilities and shall
				  not include Distribution Upgrades.
"Nameplate rating"
means the sum total of
				  maximum rated power output of a DER's constituent generating units and/or ESS,
				  as identified on the manufacturer's nameplate, regardless of whether it is
				  limited by any approved means.
"Point of Common Coupling"
means the point where
				  the Interconnection Facilities connect with the Utility's System.
"System"
means the facilities owned, controlled,
				  or operated by the Utility that are used to provide electric service under a
				  Utility's tariff.
"System Emergency"
means a condition on the
				  Utility's System that is likely to result in imminent significant disruption of
				  service to customers or is imminently likely to endanger life or
				  property.
"Upgrade"
means the required additions and
				  modifications to the Utility's System at or beyond the Point of Common
				  Coupling. Upgrades do not include Interconnection Facilities.
"Utility"
is the entity so defined in the first
				  paragraph of this Agreement.
III. GENERATING FACILITY DESCRIPTION
A) A single-line diagram of the Generating Facility is
				  attached to and made part of this Agreement as Appendix A. The single line
				  diagram shows the general arrangement of how the Generating Facility is
				  interconnected with the Utility's System and shows all major equipment,
				  including visual isolation equipment, Point of Common Coupling, ownership of
				  equipment and meter location(s).
B) A description of the Generating Facility is attached to
				  and made a part of this Agreement as Appendix B. Appendix B is standard form
				  that provides the engineering and operating information about the Generating
				  Facility, including the Generating Facility's Nameplate Rating, Export Capacity
				  and scheduled operational (on-line) date.
IV. RESPONSIBILITIES OF THE PARTIES
A) The Parties shall perform all obligations of this
				  Agreement in accordance with all applicable laws and regulations.
B) The Interconnection Customer shall design, construct,
				  operate and maintain the Generating Facility in accordance with the equipment
				  manufacturers' recommended maintenance schedules, and applicable laws and
				  regulations, including local building codes and other applicable
				  ordinances.
C) Interconnection of the Generating Facility in no way
				  effects the Utility's obligation to serve the Utility's customer at whose
				  location the Generating Facility is sited pursuant to the tariffs applicable to
				  the customer's class of service.
D) The cost of utility system modifications required pursuant
				  to the Fast Track process or the full interconnection study process shall be
				  borne by the interconnection customer unless otherwise agreed to by the parties
				  or following a determination by the commission that some or all of the costs
				  constitute system benefits eligible for cost-sharing options as described in
				  Rule 17.9.568.15.
E) The Interconnection Customer shall grant to the Utility,
				  at no expense to the Utility, all easements and rights-of-way necessary for the
				  Utility to install, operate, maintain, replace, and remove the Utility's
				  Interconnection Facilities and Upgrades, including, but not limited to,
				  adequate and continuous access rights to property owned or controlled by the
				  Interconnection Customer. If any part of the Interconnection Facilities or
				  Upgrades is to be installed on property owned by any person who is not a party
				  to this Agreement, the Interconnection Customer shall, at no expense to the
				  Utility, obtain from the owner of the property all such necessary easements and
				  rights-of-way for the Utility. The Utility has no obligation to commence
				  procurement, installation or construction of the Utility's Interconnection
				  Facilities or Upgrades until the Interconnection Customer has provided all
				  documents the Utility deems necessary to enable the Utility to obtain and
				  record such easements and rights-of-way.
F) Upgrades:
a) The Utility shall design, construct, operate and maintain
				  the Upgrades outlined in Appendix C in a good and workmanlike manner, and in
				  accordance with standard design and engineering practices, and applicable laws
				  and regulations, including local building codes and other applicable
				  ordinances.
b) Once installed, the Upgrades shall be owned and operated
				  by the Utility and all costs associated with the operating and maintenance of
				  the Upgrades, after the Generating Facility is operational, shall be the
				  responsibility of the Utility, unless otherwise agreed.
c) The Interconnection Customer grants permission for the
				  Utility to begin construction and to procure the necessary facilities and
				  equipment to complete the installation of the Upgrades, as outlined in Appendix
				  C. The Interconnection Customer may, for any reason, cancel or modify the
				  Generating Facility project, so that any or all of the Upgrades are not
				  required to be installed. If for any reason, the Generating Facility project is
				  canceled or modified, so that any or all of the Upgrades are not required, the
				  Interconnection Customer shall be responsible for all costs incurred by the
				  Utility, including, but not limited to the additional costs to remove and/or
				  complete the installation of the Upgrades. The Interconnection Customer shall
				  provide written notice to the Utility of cancellation or modification. Upon
				  receipt of a cancellation or modification notice, the Utility shall take
				  reasonable steps to minimize additional costs to the Interconnection Customer,
				  where reasonably possible.
G) Payments:
1) the interconnection customer shall provide for the payment
				  of its obligations under this Agreement in one of the following ways:
i. the interconnection customer may pay the utility the costs
				  identified in Appendix C at the time the Parties execute this Agreement;
				  or
ii. the interconnection customer may pay the utility in
				  accordance with Section IV.G(2) if, at the time the Parties execute this
				  Agreement, the Interconnection Customer provides reasonably adequate assurance
				  of its creditworthiness to the Utility. Reasonably adequate assurance may be
				  satisfied by evidence of the Interconnection Customer's creditworthiness, or a
				  letter of credit in an amount sufficient to cover the costs identified in
				  Appendix C, or a guaranty from another entity accompanied by evidence of that
				  entity's creditworthiness.
2) if the interconnection customer provides for assurance of
				  creditworthiness in accordance with Section IV.G(1)(ii), the Utility will
				  invoice the Interconnection Customer monthly for all amounts expended and all
				  amounts for which the Utility has become obligated since the execution of this
				  Agreement or the prior monthly invoice. The Interconnection Customer will pay
				  each such invoice within 20 days.
V. TERM AND TERMINATION
A) This Agreement becomes effective when the Interconnection
				  Customer and the Utility have both signed this Agreement. The Agreement shall
				  continue in full force and effect until the earliest date that one of the
				  following events occurs:
1) the parties agree in writing to terminate the
				  agreement;
2) the interconnection customer terminates this agreement by
				  written notice to the Utility prior to the completion of the final acceptance
				  testing of the Generating Facility by the Utility;
3) the utility terminates this agreement after 30 days
				  written notice to the Interconnection Customer if the Interconnection Customer
				  has failed to comply with the payment or creditworthiness terms of Section IV.G
				  and has not taken appropriate corrective action;
4) the utility terminates this agreement after three days
				  written notice to the Interconnection Customer if the Interconnection Customer
				  does not obtain and deliver the easements and rights-of-way described in
				  Section IV.E to the Utility within 90 days of the Utility's request for such
				  easements and rights-of-way;
5) once the generating facility is operational, the
				  interconnection Customer terminates this Agreement after 30 days written notice
				  to the Utility, unless otherwise agreed; or,
6) the utility terminates this agreement after 30 days
				  written notice to the Interconnection Customer if the Interconnection Customer
				  fails to:
i. take all corrective actions specified in the utility ' s
				  written notice that the Generating Facility is out of compliance with the terms
				  of this Agreement within the time frame set forth in such notice, provided that
				  the terms and timeframes stated by the Utility conform to this Agreement;
				  or
ii. to complete construction of the generating facility
				  within 24 months of the date of this Agreement or as otherwise agreed.
B) Upon termination of this Agreement the Utility may
				  disconnected the Generating Facility from the Utility's System. The termination
				  of this Agreement shall not relieve either Party of its liabilities and
				  obligations, owed or continuing, at the time of the termination.
VI. OPERATIONAL ISSUES
A)
Costs:
Each Party will, at its
				  own cost and expense, operate, maintain, repair and inspect, and shall be fully
				  responsible for, the facilities which it now or hereafter may own, unless
				  otherwise specified.
B)
Right of Access:
At all times,
				  the Utility's personnel shall have access to the disconnect switch of the
				  Generating Facility for any reasonable purpose in connection with the
				  performance of the obligations imposed on it by this Agreement, to meet its
				  obligation to operate the Utility safely and to provide service to its
				  customers. If necessary for the purposes of this Agreement, the Interconnection
				  Customer shall allow the Utility access to the Utility's equipment and
				  facilities located on the premises.
C)
Cooperation and Coordination:
Both the Utility and the Interconnection Customer shall communicate and
				  coordinate their operations, so that the normal operation of the Utility does
				  not unduly effect or interfere with the normal operation of the Generating
				  Facility and the Generating Facility does not unduly effect or interfere with
				  the normal operation of the Utility. Under abnormal operations of either the
				  Generating Facility or the Utility system, the responsible Party shall provide
				  timely communication to the other Party to allow mitigation of any potentially
				  negative effects of the abnormal operation of their system.
D)
Disconnection of Unit:
The
				  Utility may disconnect the Generating Facility as reasonably necessary for the
				  following reasons: termination of this Agreement; non-compliance with this
				  Agreement; System Emergency, and routine maintenance, repairs and modifications
				  to the Utility's System. When reasonably possible the Utility shall provide
				  prior notice to the Interconnection Customer explaining the reason for the
				  disconnection. If prior notice is not reasonably possible the Utility shall
				  after the fact, provide information to the Interconnection Customer as to why
				  the disconnection was required. The Utility shall expend reasonable effort to
				  reconnect the Generating Facility in a timely manner and to mitigate damages
				  and losses to the Interconnection Customer.
E)
Modifications to the Generating
				  Facility:
The Interconnection Customer shall notify the Utility in
				  writing of any proposed modifications to the Generating Facility that could
				  affect the Utility's System, providing twenty (20) Business Days notice or as
				  many days notice as is reasonably possible. The notice shall provide all
				  information needed by the Utility as part of the review described in this
				  paragraph. Modifications that could affect the Utility's System include any
				  change affecting the Generating Facility's Rated Capacity or Export Capacity
				  and any modification of Interconnection Facilities, which include without
				  limitation: protective systems, generation control systems, transfer
				  switches/breakers, voltage transformers and current transformers. When
				  reasonably possible the Interconnection Customer agrees not to make any
				  material modifications to the Generating Facility until the Utility has
				  approved the modifications, in writing, which approval shall not be
				  unreasonably withheld. The Utility shall not take longer than ten (10) Business
				  Days to review and respond to the proposed modifications after the receipt of
				  the information required to review the modifications, and if the Utility fails
				  to respond within ten (10) Business Days, the modification(s) shall be
				  considered to be approved by the Utility. When it is not reasonably possible
				  for the Interconnection Customer to provide prior written notice of
				  modifications, the Interconnection Customer shall provide written notice to the
				  Utility as soon as reasonably possible after the modifications have been
				  made.
VII.
Permits and
				  Approvals:
The Interconnection Customer shall obtain all
				  environmental and other permits lawfully required by governmental authorities
				  prior to the construction of the Generating Facility. The Interconnection
				  Customer shall also maintain these applicable permits and compliance with these
				  permits during the term of this Agreement.
VIII.
INDEMNIFICATION AND LIMITATION OF
				  LIABILITY
A) The Interconnection Customer shall indemnify and hold
				  harmless the Utility against all damages, expenses and other obligations to
				  third parties attributable to the negligence, strict liability or intentional
				  acts of the Interconnection Customer. The Utility shall indemnify and hold
				  harmless the Interconnection Customer against all damages, expenses and other
				  obligations to third parties attributable to the negligence, strict liability
				  or intentional acts of the Utility. The terms "Utility" and "Interconnection
				  Customer," for purposes of this indemnification provision, include their
				  officers, directors, trustees, managers, members, employees, representatives,
				  affiliates, successors and assigns.
B) Except in the event of acts of willful misconduct, each
				  Party's liability to the other Party for failure to perform its obligations
				  under this Agreement, shall be limited to the amount of direct damage actually
				  incurred. Neither Party shall be liable to the other Party for any punitive,
				  incidental, indirect, special, or consequential damages of any kind whatsoever,
				  including for loss of business opportunity or profits, regardless of whether
				  such damages were foreseen.
C) Notwithstanding any other provision in this Agreement,
				  with respect to Utility's provision of electric service to any customer
				  including the Interconnection Customer, the Utility's liability to such
				  customer shall be limited as set forth in the Utility's tariffs and terms and
				  conditions for electric service, and shall not be affected by the terms of this
				  Agreement.
IX. DISPUTE RESOLUTION
A) Each party agrees to attempt to resolve all disputes
				  arising hereunder promptly, equitably and in a good faith manner.
B) In the event of a dispute, either party shall provide the
				  other party with a written notice of dispute. Such notice shall describe in
				  detail the nature of the dispute. The non-disputing party shall acknowledge the
				  notice within three business days of its receipt and identify a representative
				  with the authority to make decisions for the non-disputing party with respect
				  to the dispute.
C) If the dispute has not been resolved in eight business
				  days for timeline related disputes or 20 business days for all other disputes
				  after the receipt of the notice, the parties may, upon mutual agreement, seek
				  resolution through the assistance of a dispute resolution service. The dispute
				  resolution service will assist the parties in either resolving the dispute or
				  in selecting an appropriate dispute resolution venue (e.g., mediation,
				  settlement judge, early neutral evaluation, or qualified technical expert(s))
				  to assist the parties in resolving their dispute. Each party will be
				  responsible for one-half of any costs paid to neutral third-parties.
D) For any technical disputes, both parties shall have a
				  qualified technical representative present in the attempts to resolve the
				  dispute.
E) If the dispute remains unresolved after 30 business days,
				  either party may petition the commission to handle the dispute as a formal
				  complaint or may exercise whatever rights and remedies it may have in equity or
				  law.
X. INSURANCE
This Section shall either state that "the
				  Interconnection Customer is not required to maintain insurance unless so
				  ordered by the Commission for good cause upon the petition of a Utility" or,
				  for Generating Facilities with Rated Capacity greater than 250 kW, the Utility
				  may include the following provisions:
Attention: Manager of Generation
				  Insurance
A) The Interconnection Customer shall maintain,
				  during the term of the Agreement, general liability insurance from a qualified
				  insurance agency with a B+ or better rating by "Best" and with a combined
				  single limit of not more than one million dollars ($1,000,000). Such general
				  liability insurance shall include coverage against claims for damages resulting
				  from (i) bodily injury, including wrongful death; and (ii) property damage
				  arising out of the Interconnection Customer's ownership and/or operation of the
				  Generating Facility under this Agreement
B) The general liability insurance required by
				  Section IX.A shall, by endorsement to the policy or policies, (a) include the
				  Utility as an additional insured; (b) contain a severability of interest clause
				  or cross-liability clause; (c) provide that the Utility shall not by reason of
				  its inclusion as an additional insured incur liability to the insurance carrier
				  for the payment of premium for such insurance; and (d) provide for thirty (30)
				  calendar days written notice to the Utility prior to cancellation, termination,
				  alteration, or material change of such insurance.
C) The Interconnection Customer shall furnish the
				  insurance certificates and endorsements required by Sections IX.A and IX.B to
				  the Utility prior to the initial operation of the Generating Facility.
				  Thereafter, the Utility shall have the right to periodically inspect or obtain
				  a copy of the original policy or policies of insurance.
D) The general liability insurance required by
				  Section IX.A shall state that coverage provided is primary and is not excess to
				  or contributing with any insurance or self-insurance maintained by the
				  Utility.
E) The Interconnection Customer may elect to
				  self-insure rather than complying with Sections IX.A through IX.D
				  if:
1) The Interconnection Customer provides to the
				  Utility, at least thirty (30) days prior to the date of initial operation, a
				  plan reasonably acceptable to the Utility to self-insure to a level of coverage
				  equivalent to that required under Section IX.A; and,
2) The Interconnection Customer agrees to
				  immediately obtain the coverage required under Section IX.A if the
				  Interconnection Customer fails to comply with its self-insurance
				  plan.
F) Failure of the Interconnection Customer or
				  Utility to enforce the minimum levels of insurance does not relieve the
				  Interconnection Customer from maintaining such levels of insurance or relieve
				  the Interconnection Customer of any liability.
G) All insurance certificates, statements of
				  self-insurance, endorsements, cancellations, terminations, alterations, and
				  material changes of such insurance shall be issued and submitted to the
				  following address:
[Utility]
Attention: Manager of Generation
				  Insurance
____________________________
_____________________________________ ]
XI. MISCELLANEOUS
A)
Force Majeure:
Force majeure
				  shall mean any cause beyond the control of the Party affected, including, but
				  not limited to, failure of or threat of failure of facilities, flood,
				  earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil
				  disturbance or disobedience, labor or material shortage, sabotage, restraint by
				  court order or public authority, and action or non-action by or failure to
				  obtain the necessary authorizations or approvals from any governmental agency
				  or authority, which by exercise of due diligence such Party could not
				  reasonably have been expected to avoid and which by exercise of due diligence,
				  it shall be unable to overcome. If either Party, because of force majeure, is
				  rendered wholly or partly unable to perform its obligations under this
				  Agreement, except for the obligation to make payments of money, that Party
				  shall be excused from whatever performance is affected by the force majeure to
				  the extent so affected, provided that:
1) the nonperforming p arty, within a reasonable time after
				  the occurrence of the force majeure, gives the other Party written notice
				  describing the particulars of the occurrence;
2) the suspension of performance is of no greater scope and
				  of no longer duration than is required by the force majeure; and
3) the nonperforming party uses its best efforts to remedy
				  its inability to perform.
B)
Notices:
Any written notice,
				  demand, or request required or authorized in connection with this Agreement
				  shall be deemed properly given if delivered in person, sent by first class mail
				  with postage prepaid, or sent by electronic mail as specified below:
1) to the utility:
________________________
Email: ___________________
2) to the interconnection customer:
________________________
Email: ___________________
2) a party may change its address for notices at any time by
				  providing the other Party written notice of the change, in accordance with this
				  Section.
3) the parties may also designate operating representatives
				  to conduct the daily communications, which may be necessary or convenient for
				  the administration of this Agreement. Such designations, including names,
				  addresses, phone numbers and electronic mail addresses may be communicated or
				  revised by one Party's notice to the other Party.
C)
Assignment:
The Interconnection
				  Customer shall not assign its rights nor delegate its duties under this
				  Agreement without the Utility's written consent. Any assignment or delegation
				  the Interconnection Customer makes without the Utility's written consent shall
				  not be valid. The Utility shall not unreasonably withhold its consent to the
				  Generating Entities assignment of this Agreement.
D)
Non-waiver:
None of the
				  provisions of this Agreement shall be considered waived by a Party unless such
				  waiver is given in writing. The failure of a Party to insist in any one or more
				  instances upon strict performance of any of the provisions of this Agreement or
				  to take advantage of any of its rights hereunder shall not be construed as a
				  waiver of any such provisions or the relinquishment of any such rights for the
				  future, but the same shall continue and remain in full force and effect.
E)
Governing Law and Inclusion of Utility's
				  Tariffs and Rules:
1) this agreement shall be interpreted, governed and
				  construed under the laws of the State of New Mexico as if executed and to be
				  performed wholly within the State of New Mexico without giving effect to choice
				  of law provisions that might apply to the law of a different
				  jurisdiction.
2) the interconnection and services provided under this
				  agreement shall at all times be subject to the terms and conditions set forth
				  in the tariff schedules and Commission rules applicable to the electric service
				  provided by the Utility, which tariff schedules and Commission rules are hereby
				  incorporated into this Agreement by this reference.
3) not with standing any other provisions of this agreement,
				  the Utility shall have the right to unilaterally file with the Commission,
				  pursuant to the Commission's rules and regulations, an application for change
				  in rates, charges, classification, service, tariff or rule or any agreement
				  relating thereto.
F)
Amendment and Modification:
This
				  Agreement can only be amended or modified by a writing signed by both
				  Parties.
G)
Entire Agreement:
This Agreement,
				  including its Appendices, constitutes the entire Agreement between the Parties
				  with regard to the interconnection of the Generating Facility of the Parties at
				  the Point(s) of Common Coupling expressly provided for in this Agreement and
				  supersedes all prior agreements or understandings, whether verbal or written.
				  It is expressly acknowledged that the Parties may have other agreements
				  covering other services not expressly provided for herein, which agreements are
				  unaffected by this Agreement. Each Party also represents that in entering into
				  this Agreement, it has not relied on the promise, inducement, representation,
				  warranty, agreement or other statement not set forth in this Agreement or in
				  the incorporated attachments and appendices.
H)
Confidential Information:
Except
				  as otherwise agreed or provided herein, each Party shall hold in confidence and
				  shall not disclose confidential information, to any person (except employees,
				  officers, representatives and agents, who agree to be bound by this section).
				  Confidential information shall be clearly marked as such on each page or
				  otherwise affirmatively identified. If a court, government agency or entity
				  with the right, power, and authority to do so, requests or requires either
				  Party, by subpoena, oral disposition, interrogatories, requests for production
				  of documents, administrative order, or otherwise, to disclose confidential
				  information, that Party shall provide the other Party with prompt notice of
				  such request(s) or requirements(s) so that the other Party may seek an
				  appropriate protective order or waive compliance with the terms of this
				  Agreement. In the absence of a protective order or waiver the Party shall
				  disclose such confidential information which, in the opinion of its counsel,
				  the party is legally compelled to disclose. Each Party will use reasonable
				  efforts to obtain reliable assurance that confidential treatment will be
				  accorded any confidential information so furnished.
I)
Non-warranty:
Neither by
				  inspection, if any, or non-rejection, nor in any other way, does the Utility
				  give any warranty, expressed or implied, as to the adequacy, safety, or other
				  characteristics of any structures, equipment, wires, appliances or devices
				  owned, installed or maintained by the Interconnection Customer or leased by the
				  Interconnection Customer from third parties, including without limitation the
				  Generating Facility and any structures, equipment, wires, appliances or devices
				  appurtenant thereto.
J)
No Partnership:
This Agreement
				  shall not be interpreted or construed to create an association, joint venture,
				  agency relationship, or partnership between the Parties or to impose any
				  partnership obligation or partnership liability upon either Party. Neither
				  Party shall have any right, power or authority to enter into any agreement or
				  undertaking for, or act on behalf of, or to act as or be an agent or
				  representative of, or to otherwise bind, the other Party.
XII. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused two
				  originals of this Agreement to be executed by their duly authorized
				  representatives. This Agreement is effective as of the last date set forth
				  below.
Interconnection Customer
By: __________________
Name: ________________
Title: _________________
Date: ________________
Utility
By: __________________
Name: ________________
Title: _________________
Date: