EXHIBIT B-7
GENERATION - TRANSMISSION
INTERCONNECTION AGREEMENT
BY AND BETWEEN
AMERICAN TRANSMISSION COMPANY LLC
AS TRANSMISSION PROVIDER
AND
[INSERT NAME]
AS GENERATING COMPANY
DATED AS OF [MONTH] [DATE], 2000
<PAGE>
TABLE OF CONTENTS
-----------------
ARTICLE 1. DEFINITIONS
-----------
ARTICLE 2. INTERCONNECTION SERVICE AND SERVICE STANDARDS
---------------------------------------------
ARTICLE 3. OPERATION AND MAINTENANCE
-------------------------
ARTICLE 4. METERING AND DATA COLLECTING DEVICES
------------------------------------
ARTICLE 5. RELAYING
--------
ARTICLE 6. NEW CONSTRUCTION, MODIFICATIONS, AND RETIREMENTS AND SYSTEM
-----------------------------------------------------------
UPGRADES
--------
ARTICLE 7. ACCESS TO FACILITIES
--------------------
ARTICLE 8. EMERGENCIES
-----------
ARTICLE 9. NOTIFICATIONS AND REPORTING
---------------------------
ARTICLE 10. SAFETY
------
ARTICLE 11. ENVIRONMENTAL COMPLIANCE AND PROCEDURES
---------------------------------------
ARTICLE 12. BILLINGS AND PAYMENT
--------------------
ARTICLE 13. APPLICABLE REGULATIONS AND INTERPRETATION
-----------------------------------------
ARTICLE 14. REPRESENTATIONS
---------------
ARTICLE 15. FORCE MAJEURE
-------------
ARTICLE 16. LIMITATION LIABILITY
--------------------
ARTICLE 17. INDEMNIFICATION
---------------
ARTICLE 18. INSURANCE
---------
ARTICLE 19. SEVERAL OBLIGATIONS
-------------------
ARTICLE 20. CONFIDENTIALITY
---------------
ARTICLE 21. BREACH, DEFAULT AND REMEDIES
----------------------------
2
<PAGE>
ARTICLE 22. TERM
----
ARTICLE 23. AMENDMENT
---------
ARTICLE 24. ASSIGNMENT/CHANGE IN CORPORATE IDENTITY
---------------------------------------
ARTICLE 25. SUBCONTRACTORS
--------------
ARTICLE 26. DISPUTE RESOLUTION
------------------
ARTICLE 27. MISCELLANEOUS PROVISIONS
------------------------
EXHIBIT 1. IDENTIFICATION OF THE INTERCONNECTION FACILITIES.
EXHIBIT 2. CONTACT INFORMATION FOR GENERATING COMPANY'S SITE
REPRESENTATIVES AND TRANSMISSION PROVIDER'S SITE
REPRESENTATIVES.
EXHIBIT 3. [RESERVED]
EXHIBIT 4. UNIT SPECIFIC CHARACTERISTICS (INCLUDING SPECIAL OPERATING
PROCEDURES).
EXHIBIT 5. [RESERVED]
EXHIBIT 6. EASEMENTS
EXHIBIT 7. REQUIRED SYSTEM UPGRADES
EXHIBIT 8. OPTIONAL SYSTEM UPGRADES
EXHIBIT 9. METERING POINTS
EXHIBIT 10. DISPUTE RESOLUTION PROCEDURES
3
<PAGE>
INTERCONNECTION AGREEMENT
-------------------------
This Interconnection Agreement ("Agreement") is entered into as of the
[date] day of [month], 2000, by and between the American Transmission Company
LLC, a Wisconsin limited liability company ("Transmission Provider"), having a
place of business at [address], and [insert name] ("Generating Company"), a
[insert state] company, doing business in [Wisconsin and Michigan] and having a
place of business at [insert address]. Transmission Provider and Generating
Company are individually referred to herein as a "Party" and collectively as
"Parties."
WHEREAS, Generating Company will own and/or operate existing and/or new
generating facilities from present and/or new locations; and
[FOR EXISTING UNITS] WHEREAS the existing Units currently are connected to
the Transmission System and Generating Company will continue to connect the
existing Units to the Transmission System on the terms set forth herein; and
[FOR NEW UNITS] WHEREAS Generating Company has applied to Transmission
Provider for Interconnection Service pursuant to the terms and conditions of
Transmission Provider's OATT; and
[FOR NEW UNITS] WHEREAS Transmission Provider has completed the facilities
and system impact studies required by Transmission Provider's OATT; and
[FOR NEW UNITS] WHEREAS Generating Company and Transmission Provider have
executed, or filed with the Commission unexecuted versions of, all agreements
necessary to comply with the Transmission Provider's OATT; and
[FOR NEW UNITS] WHEREAS Generating Company has agreed to pay for
Interconnection Costs directly assignable to Generating Company as required to
establish Interconnection Service as set forth herein; and
WHEREAS, Transmission Provider requires access to parts of Generating
Company's assets, and Generating Company requires access to parts of
Transmission Provider's assets; and
WHEREAS, Transmission Provider 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 Service to
Generating Company 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.
<PAGE>
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 Interconnection Agreement between Generating
---------
Company and Transmission Provider, including all attachments hereto, as
the same may be amended, supplemented, or modified in accordance with
its terms.
1.2 Black Start Plan shall mean a plan, utilizing Black Start Unit(s),
----------------
designed and implemented by the Transmission Provider in conjunction
with its interconnected generation and distribution customers,
Distributed Control Area Operators, other electric systems, its Security
Coordinator and MAIN, to energize portions of the Transmission System
which are de-energized as a result of a widespread system disturbance.
1.3 Black Start Service means the provision of service needed to energize a
-------------------
defined portion of the Transmission System, including the start up of
the Facilities and/or other generators, in accordance with the
Transmission Provider's Black Start Plan when local power from the grid
is unavailable or insufficient.
1.4 Black Start Unit shall mean a Unit capable of starting without an
----------------
outside electrical supply, which Unit(s) shall be specified in Exhibit
1.
1.5 Confidential Information shall have the meaning set forth in Section
------------------------
20.1 hereof.
1.6 Contingency Operations shall mean operation of the Transmission System
----------------------
which is (a) not intact, or (b) outside normal Transmission Provider
interconnection service standards for voltage and/or frequency as a
result of conditions outside of Transmission Provider's control, or (c)
operating with a non-approved transmission and generation outage
schedule affecting the Interconnection Point. Transmission System is not
intact when a Transmission System element (such as a line, transformer,
bus section or reactive resource) affecting the Interconnection Point is
Out of Service due to a Forced Outage.
1.7 Control Area shall mean an electric system, bounded by interconnection
------------
metering and telemetry, capable of controlling generation to maintain
its interchange schedule with other control areas and contributing to
frequency regulation and which has received certification by NERC or a
regional reliability council of NERC.
2
<PAGE>
1.8 Distributed Control Area shall mean a Control Area whose load and
------------------------
generation points are integrated by the Transmission System.
1.9 Distributed Control Area Operator shall mean the entity that has the
---------------------------------
ability and the obligation to operate the Distributed Control Area to
ensure that the aggregate electrical demand and energy requirements of
the load is met at all times, taking into account scheduled and
reasonably expected unscheduled outages of system elements.
1.10 Dispute shall have the meaning set forth under Section 26.1 hereof.
-------
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 7.2 hereof.
---------
1.13 Effective Date shall mean the later of the operation date of
--------------
Transmission Provider or January 1, 2001, subject to the receipt of
required regulatory authorization for this Agreement, including without
limitation, acceptance by FERC under Section 205 of the Federal Power
Act.
1.14 Eligible Customer shall have the same meaning as that term is defined
-----------------
under the Transmission Provider's Open Access Transmission Tariff on
file with the FERC.
1.15 Emergency means a condition or situation that in the reasonable good
---------
faith determination of the affected Party based on Good Utility Practice
contributes to an existing or imminent physical threat of danger to life
or a significant threat to health, property or the environment.
1.16 Facility or Facilities means the Units and equipment related to
-------- ----------
operating the Units and the Interconnection Equipment owned or operated
by, or for the benefit of, the Generating Company, as set forth in
Exhibit 1.
1.17 Facility Station Service shall mean all electric service requirements
------------------------
used in connection with the operation and maintenance of the Facilities,
including, but not limited to, auxiliary, stand-by, supplemental,
back-up, maintenance and interruptible power.
1.18 FERC shall mean the Federal Energy Regulatory Commission or its
----
successor federal agency.
1.19 Forced Outage shall mean in the case of the Facilities, taking the
-------------
Facilities, in whole or in part, Out of Service by reason of an
Emergency or other cause, that is unanticipated and beyond the
reasonable control of Generating Company. In the case of the
Transmission System, Forced Outage means taking the Transmission System,
3
<PAGE>
in whole or in part, Out of Service by reason of a Network Security
Condition or Emergency, that is unanticipated and beyond the reasonable
control of Transmission Provider. For both Facilities and the
Transmission System, a Forced Outage is not scheduled in accordance with
Section 3.10.
1.20 Force Majeure shall have the meaning set forth under Article 15 hereof.
-------------
1.21 Generating Company shall mean [insert name of Generating Company] and
------------------
its successor and assigns.
1.22 Generating Company's Site Representative(s) shall be that Person or
-------------------------------------------
Persons identified as the point of contact for day-to-day operations of
each Unit, as identified in Exhibit 2.
1.23 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, or any of the practices, methods and
acts which, in the exercise of reasonable judgment in light of the facts
known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Utility
Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather includes all
acceptable practices, methods, or acts generally accepted in the region.
1.24 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.
1.25 Interconnection Cost shall mean the costs necessary to connect new or
--------------------
modified Facilities to the Transmission System, including such
reasonable costs imposed on, or incurred by, third parties already
interconnected with the Transmission System, to the extent that such
party can establish the reasonableness of such costs in accordance with
FERC policy. Such costs shall be adjusted to reflect the tax effects to
the Transmission Provider, if any, of Generating Company's payment of
Interconnection Costs.
1.26 Interconnection Equipment shall mean all the equipment that is necessary
-------------------------
for the interconnection of the Facilities to Transmission System, which
is identified in Exhibit 1 hereto.
4
<PAGE>
1.27 Interconnection Point shall mean the point at which the Facilities are
---------------------
connected to the Transmission System, as set forth in Exhibit 1 hereto.
More than one Interconnection Point may be referred to in this Agreement
collectively as the "Interconnection Points."
1.28 Interconnection Service shall mean the services provided by the
-----------------------
Transmission Provider to interconnect the Facilities with the
Transmission System in order to permit synchronized operation of the
Units on the Transmission System pursuant to this Agreement. This
service includes all those rights Generating Company may have to network
capacity or to inject power or otherwise as defined by FERC in the
context of the interconnection service transmission providers must make
available under an OATT. 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 Transmission
Provider's OATT.
1.29 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. ss. 35.19a(a)(2)(iii).
1.30 Knowledge shall mean actual knowledge of the corporate officers or plant
---------
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.
1.31 MAIN shall mean the Mid-America Interconnected Network, Inc., its
----
successor, or the applicable regional reliability council.
1.32 Maintenance Outage shall mean in the case of the Facilities, taking the
------------------
Facilities, in whole or in part, Out of Service to perform work on
specific components that can be deferred beyond the end of the next
weekend, but that requires the Facilities, in whole or in part, be
removed from service before the next Planned Outage. In the case of the
Transmission System, Maintenance Outage means taking the Transmission
System, in whole or in part, Out of Service, to perform work on specific
components that can be deferred beyond the end of the next weekend, but
that requires the Transmission System, in whole or in part, be removed
from service before the next Planned Outage. For both the Facilities and
the Transmission System, a Maintenance Outage typically has a flexible
start date, and may or may not have a predetermined duration. A
Maintenance Outage shall be coordinated by the Parties pursuant to
Section 3.10.3.
1.33 MISO shall mean the Midwest Independent Transmission System Operator,
----
Inc., or any successor organization.
5
<PAGE>
1.34 Must Run Generating Unit(s) shall mean a Unit, or group of Units in
---------------------------
close proximity, interconnected with the Transmission System prior to
the Effective Date and whose real and/or reactive power must be on line
at a specified minimum output.
1.35 NERC shall mean the North American Electric Reliability Council or its
----
successor.
1.36 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
established by any Governmental Authority, NERC or MAIN and which are
implemented by Transmission Provider or required of Transmission
Provider in compliance with Security Coordinator directives.
1.37 Network Security Condition shall mean a condition or situation in which,
--------------------------
in the reasonable good faith determination of Transmission Provider,
Network Security is not satisfied or is threatened.
1.38 Nominal Voltage shall mean a specified accepted standard voltage level
---------------
offered by Transmission Provider. Transmission Provider nominal voltage
levels include 69, 115, 138, 161, 230, and 345 kV.
1.39 Normal System Conditions shall mean any operating conditions of the
------------------------
Transmission System other than a Network Security Condition or an
Emergency.
1.40 Open Access Transmission Tariff or OATT shall mean the open access
------------------------------- ----
transmission tariff of the Transmission Provider on file with the FERC.
1.41 Optional System Upgrades shall mean system upgrades to the Transmission
------------------------
System that have been identified as a result of a load flow analysis as
necessary to increase the Transmission System's capability to allow
Generating Company's power to flow on the system between identified
points. Optional System Upgrades do not assure the availability of
Transmission Service.
1.42 Out of Service shall mean, with respect to the Facilities, removing from
--------------
service any non-operational or degraded Facility or component of a
Facility that has a materially adverse effect on the Transmission
System. With respect to the Transmission System, Out of Service means
removing from service any non-operational or degraded component of the
Transmission System that has a materially adverse effect on the
Facilities.
1.43 Party or Parties shall have the meaning set forth in the introductory
----- -------
paragraph of this Agreement.
6
<PAGE>
1.44 Person shall mean any individual, partnership, limited liability
------
company, joint venture, corporation, trust, unincorporated organization,
or governmental entity or any department or agency thereof.
1.45 Planned Outage shall mean, in the case of the Facilities, taking the
--------------
Facilities, in whole or in part, Out of Service to perform work or
maintenance that is scheduled in advance and has a predetermined start
date and duration pursuant to the procedures set forth in Section 3.10.
In the case of the Transmission System, Planned Outage means taking the
Transmission System, in whole or in part, Out of Service to perform work
or maintenance that is scheduled in advance and has a predetermined
start date and duration pursuant to the procedures set forth in Section
3.10. Planned Outage shall not include the construction or modification
of Transmission Provider or third party facilities, which are addressed
in Article 6 of this Agreement.
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 of, pump, pour,
-------
emit, empty, inject, leach, dump, or allow to escape into or through the
environment.
1.48 Required System Upgrades shall mean upgrades to the Transmission System
------------------------
that are necessary to accomplish the interconnection between the
Facilities and the Transmission System so as to provide Interconnection
Service, such as those resulting from the short circuit/breaker rating
analysis and the transient stability analysis. The cost of Required
System Upgrades shall be borne by the Generating Company as
Interconnection Costs, in accordance with FERC policy.
1.49 Revenue Quality Metering System shall mean a system which includes
-------------------------------
current and voltage instrument transformers, secondary wiring, test
switches, meter transducer(s), meter and loss compensation as set forth
in Article 4.
1.50 RTUs shall have the meaning set forth in Section 4.12(c) hereof.
----
1.51 Security Coordinator shall mean a NERC-approved entity that provides the
--------------------
security assessment and emergency operations coordination for one or
more Control Areas or transmission providers and which has operational
authority under NERC standards over the Transmission Provider.
1.52 Term of this Agreement shall have the meaning set forth in Section 22.1
----
hereof.
1.53 Transmission Provider shall mean the American Transmission Company LLC
---------------------
and its successors and assigns.
7
<PAGE>
1.54 Transmission Provider's Site Representative(s) shall be that Person or
----------------------------------------------
Persons identified as the point of contact of day-to-day operations of
the Transmission System, as identified in Exhibit 2.
1.55 Transmission System shall mean all facilities of Transmission Provider
-------------------
that are classified as part of the transmission function in the
Transmission Provider's OATT or its successor and the Interconnection
Equipment owned by the Transmission Provider.
1.56 Transmission System Operations Center(s) shall mean the electric
----------------------------------------
Transmission System control center(s) that is/are responsible for
monitoring and controlling the Transmission System in real time.
1.57 Unit shall mean any of the individual generating units or equipment
----
specified in Exhibit 1. Collectively the units will be referred to
herein as the "Units."
ARTICLE 2. INTERCONNECTION SERVICE AND SERVICE STANDARDS
2.1 Subject to the terms and conditions of this Agreement, Transmission
Provider shall provide Generating Company Interconnection Service for
each Unit identified in Exhibit 1, from the Effective Date for the Term
of this Agreement.
2.2 The Transmission Provider's interconnection standards shall apply at the
Interconnection Points and shall be in accordance with applicable NERC,
state, OATT, MAIN and MISO standards and policies for Interconnection
Service, and:
2.2.1 The voltage at the Interconnection Points shall be in the form
of three phase sinusoidal sixty (60) hertz at the Nominal
Voltage for the Interconnection Point.
2.2.2 Under Normal System Conditions, Transmission Provider shall
maintain Transmission System voltage at the Interconnection
Point to within a range of not less than ninety-five percent
(95%) and not more than one-hundred and five (105%) percent of
Nominal Voltage or such other voltage level as may be agreed by
the Parties.
2.2.3 Under Contingency Operations involving a single contingency
impacting the Interconnection Point, Transmission Provider shall
maintain Transmission System voltage at the Interconnection
Point within a range of not less than ninety percent (90%) and
not more than one-hundred and five (105%) percent of the Nominal
Voltage or such other voltage level as may be agreed by the
Parties. The voltage standards of this Section do not apply to
Contingency Operations other than for a single contingency
affecting the Interconnection Point.
8
<PAGE>
2.2.4 Both Parties shall maintain power quality in accordance with
IEEE Harmonic Standard 519, or its successor standard(s).
2.2.5 System Quality. Generating Company's Facilities and equipment
--------------
shall not cause excessive voltage excursions nor cause the
voltage to drop below or rise above the range maintained by
Transmission Provider without Generating Company's generation.
Generating Company's Facilities and equipment shall not cause
excessive voltage flicker nor introduce excessive distortion to
the sinusoidal voltage or current waves, which adversely affects
equipment of customers, other electric systems or Transmission
Provider.
2.2.6 Notwithstanding Sections 2.2.1, 2.2.2, 2.2.3, 2.2.4 and 2.2.5
under Emergencies or Network Security Conditions, the
Transmission Provider shall operate the Transmission System in
accordance with Good Utility Practice.
2.2.7 The Generating Company shall comply with Transmission Provider's
reasonable requirements for generator controls that impact the
Transmission System, such as automatic voltage regulator
settings to maintain the Transmission Provider specified
transmission interconnection voltage level and governor control
settings. Such requirements shall be subject to the limits and
conditions set forth in Exhibit 4.
2.3 The Interconnection Points for the Units are shown on Exhibit 1. Exhibit
1 also sets forth certain Unit specific details regarding the
Interconnection Points. Exhibit 1 shall be updated by the Parties, as
necessary, to reflect changes to existing Units and Interconnection
Equipment.
2.4 Exhibit 2 shall denote Generating Company's Site Representatives and
Transmission Provider's Site Representatives, as may be modified from
time to time by written notice of the Parties.
2.5 The Generating Company agrees not to automatically disconnect for
frequency excursions that remain within the applicable state and federal
regulatory guidelines and guidelines established by the relevant
regional reliability council, unless different ranges are listed in
Exhibit 4.
2.6 In the event of noncompliance with Sections 2.2.1 through 2.2.5 at any
time during the Term of this Agreement, the Transmission Provider shall
promptly verbally notify the Generating Company. If the failure to
comply is due to the Generating Company, the Generating Company shall
correct such condition as soon as possible. If the failure to comply is
due to the Transmission Provider, the Transmission Provider shall
correct such condition as soon as possible.
9
<PAGE>
2.7 Transmission Provider shall offer transmission service pursuant to the
OATT or other FERC-approved transmission tariff.
2.8 At Generating Company's request, Transmission Provider shall provide
transmission service as necessary to supply Facility Station Service
except that those nodal transmission arrangements in Exhibit 1 shall not
constitute transmission service.
2.9 Not a Reservation for Transmission Service.
------------------------------------------
2.9.1 Nothing in this Agreement shall create any obligation on the
part of Transmission Provider to accept power deliveries from
Generating Company unless Generating Company or another Eligible
Customer has arranged for transmission service under
Transmission Provider's OATT. The Parties acknowledge and agree
that the Generating Company's right to use the Transmission
System is governed exclusively by Transmission Provider's OATT.
Generating Company, or 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 produced by the Units, which
services shall not be provided under this Agreement.
2.9.2 Generating Company and Transmission Provider make no guarantees
to the other under this Agreement with respect to transmission
service that is available under the Transmission Provider's 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 Nothing in this Agreement addresses, or is intended to address, the
interconnection service, and standards governing such service, provided
by Transmission Provider to the load serving operations of the
Generating Company or to any load serving entity affiliated with
Generating Company.
2.11 Generating Company agrees as a condition of interconnection that if
Transmission Provider in good faith designates a Facility as a Must Run
Generating Unit, Generating Company will enter into a Must Run
Generating Unit agreement with Transmission Provider.
2.12 Third Party Actions. Generating Company acknowledges that from time to
-------------------
time, as part of Interconnection Service during the Term of this
Agreement, other persons may develop, construct and operate, or acquire
and operate generating facilities on Transmission Provider's
Transmission System, and construction or acquisition and operation of
any such facilities, and reservations by any such other persons of
10
<PAGE>
transmission service under the Transmission Provider's OATT may
adversely affect the Facility and the availability of transmission
service for the Facility's electric output. Compensation to Generating
Company from third parties for such adverse effects of third party
actions, if any, shall be provided in accordance with Sections 1.25 and
6.8 (or comparable provisions) of the third party's interconnection
agreement. In no event shall Transmission Provider be liable to pay
compensation for third party actions unless and until such amounts have
been collected from the third party.
2.13 Imbalance. Generating Company or the Eligible Customer purchasing any
---------
portion of the output of the Facilities shall contract for or have
available to it resources that are capable of supplying and delivering
such supply to the Control Area within which the Facilities are located,
in real time, any deviations between Generating Company's generation
schedules and the actual deliveries of electricity to the Transmission
System by the Facilities, as measured by the actual metered output of
such Facilities. To the extent Generating Company fails to contract for
or provide such generator imbalance service to the satisfaction of the
Transmission Provider, Generating Company shall be deemed to take, and
hereby shall acquire and pay for, such generator imbalance service from
Transmission Provider pursuant to the terms and conditions of an
applicable generator imbalance service tariff in effect and on file with
FERC.
2.14 Generating Company shall have and maintain an appropriate agreement with
a Control Area with responsibility for the Unit and notify Transmission
Provider of such agreement.
ARTICLE 3. OPERATION AND MAINTENANCE
3.1 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 laws, and Good Utility Practice, and otherwise in accordance
with the terms of this Agreement.
3.2 Generating Company shall be required to comply with the requests,
orders, directives and requirements, including existing operation
procedures set forth in Exhibit 4, of Transmission Provider, including
those issued in its role of implementing the directives of the Security
Coordinator. Any such requests, orders, directives or requirements of
Transmission Provider 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. Requests, orders, directives and requirements for redispatch
shall be subject to Section 3.6.
11
<PAGE>
3.3 Generating Company shall not, without prior Transmission Provider
authorization, operate Transmission Provider's Interconnection
Equipment, including line or bus elements except in an Emergency.
3.4 Generating Company and Transmission Provider shall test, calibrate, set,
and maintain their respective protective relay equipment in accordance
with Good Utility Practice, applicable federal, state or local laws,
NERC and MAIN standards, and this Agreement, as set forth in Article 5
hereof.
3.5(a) If Transmission Provider reasonably determines that (i) any of
Generating Company's Interconnection Equipment fails to perform in a
manner consistent with Good Utility Practice or this Agreement, or (ii)
Generating Company has failed to perform proper testing or maintenance
of its Interconnection Equipment in accordance with Good Utility
Practice or this Agreement, Transmission Provider shall give Generating
Company written notice to take corrective action. Such written notice
shall be provided by Transmission Provider to Generating Company's Site
Representative as soon as practicable upon such determination.
Generating Company shall initiate corrective action promptly, and in no
event later than seven (7) days after the delivery of such notification.
If Generating Company fails to initiate such corrective action on a
timely basis, Transmission Provider may take any appropriate action
under Section 3.2.
3.5(b) If at any time, in Transmission Provider's reasonable judgment exercised
in accordance with Good Utility Practice, the continued operation of the
Facility creates an Emergency or Network Security Condition, the
Transmission Provider may curtail, interrupt, or reduce energy delivered
from the Facility to the Transmission System until the condition which
created the Emergency or Network Security Condition is corrected. The
Transmission Provider shall give the Generating Company and Distributed
Control Area as much notice as is reasonably practicable of Transmission
Provider's intention to curtail, interrupt, or reduce energy delivery
from the Facility in response to a condition that created an Emergency
or Network Security Condition and, where practicable, allow suitable
time for the Generating Company to remove or remedy such condition
before any such curtailment, interruption, or reduction commences. In
the event of any curtailment, interruption, or reduction, the
Transmission Provider shall promptly confer with the Generating Company
regarding the conditions that gave rise to the curtailment, interruption
or reduction, and the Transmission Provider shall give the Generating
Company the Transmission Provider's recommendation concerning the timely
correction of such conditions. Transmission Provider'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 hereto. The
Transmission Provider shall cease the curtailment, interruption, or
reduction of energy delivery as promptly as possible consistent with
Good Utility Practice.
12
<PAGE>
3.5(c) If Generating Company reasonably determines that (i) any of Transmission
Provider's Interconnection Equipment fails to perform in a manner
consistent with Good Utility Practice or this Agreement, or (ii)
Transmission Provider has failed to perform proper testing or
maintenance of its Interconnection Equipment in accordance with Good
Utility Practice or this Agreement, Generating Company shall give
Transmission Provider written notice to take corrective action. Such
written notice shall be provided by Generating Company to Transmission
Provider's Site Representative as soon as practicable upon such
determination. If Transmission Provider fails to initiate corrective
action promptly, and in no event later than seven (7) days after the
delivery of such notification, and if in Generating Company's reasonable
judgment leaving the Transmission System connected with the Facilities
creates an Emergency, Generating Company may, with as much prior verbal
notification to Transmission Provider and Distributed Control Area
Operator as practicable, open the connection between Transmission
Provider and Generating Company until appropriate corrective actions
have been completed by Transmission Provider, as verified by Generating
Company. Generating 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 hereto. In the case of such
interruption, Generating Company shall immediately confer with
Transmission Provider regarding the conditions causing such interruption
and its recommendation concerning timely correction thereof. Both
Parties shall act promptly to correct the condition leading to such
interruption and to restore the connection.
3.6(a) Redispatch. Generating Company shall, to the extent that it is able
----------
consistent with Good Utility Practice, comply with the provisions of the
Transmission Provider's OATT, as well as any requirement of any
Governmental Authority, NERC, MAIN, or any successor of any of them,
regarding the right of Transmission Provider to require redispatch,
i.e., reduced (decremental) or increased (incremental) generation of the
Units to maintain Network Security. Transmission Provider shall notify
Generating Company of any redispatch requirements in response to Network
Security in accordance with the requirements set forth in Article 9.
3.6(b) Compensation. Transmission Provider shall compensate Generating Company
------------
for complying with Transmission Provider's redispatch requirements
pursuant to Section 3.6(a). For incremental (increases in the generation
output of a Unit) redispatch, Transmission Provider shall reimburse
Generating Company for its incremental costs of operating the
redispatched Unit(s). For decremental (decreases in the generation
output of a Unit) redispatch, Transmission Provider shall reimburse
Generating Company at a rate equivalent to the difference between (1)
Generating Company's cost of replacement power (on a delivered basis)
from the most economic alternative available in the reasonable judgment
of the Generating Company that meets the requirements of the redispatch
and that does not exacerbate the condition giving rise to the redispatch
as determined by the Transmission Provider, whether from another Unit or
13
<PAGE>
from one or more purchases or reduced sales, and (2) the Generating
Company's cost savings from reduced operation of the redispatched
Unit(s).
3.7 Generating Company shall maintain real-time, in-plant data collection
communications equipment at the Unit to send generation data to
Distributed Control Area Operator. The Generating Company shall provide
data and status as reasonably required by Transmission Provider to the
Transmission System Operations Center. Such data and status may come
from the Distributed Control Area Operator, provided any delay in
transmitting the data and status shall be mutually agreed upon by the
Parties. The data shall include, but not be limited to, position of
circuit breakers, circuit switchers and motor operated disconnects;
status and alarms of equipment; and watts, vars, amperes, and voltage as
set forth in Exhibit 1.
3.8 Subject to the confidentiality provisions in Article 20, Generating
Company shall, in the event of a Forced Outage, or other limitation of
generation Facilities, report that event as soon as practicable to the
Distributed Control Area Operator and Transmission System Operations
Center. Generating Company shall notify Transmission Provider and the
Distributed Control Area Operator when the Forced Outage, or other
limitation has been remedied.
3.9 Each party shall provide access, in accordance with Article 7, to any of
its Interconnection Equipment that may impact the operations or business
of the other Party for the purpose of inspection by, or on behalf of,
the other Party, and shall provide, upon written request, copies of any
inspection, operations and maintenance documentation pertaining to such
facilities.
3.10 Outages.
-------
3.10.1 Outage Coordination. In accordance with Good Utility Practice,
-------------------
each Party may, in close cooperation with the other, remove from
service its facilities that may impact the other Party's
facilities as necessary to perform maintenance or testing or to
install, repair or replace equipment. Absent the existence of an
Emergency or Network Security Condition, the Party scheduling
removal of a facility 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.
3.10.2 Planned Outage Schedule. The Parties shall develop a Planned
-----------------------
Outage Schedule no later than October 1, for the twenty-four
(24) month period beginning January 1 of the following year for
the Facilities. Generating Company shall submit its initial
proposed Planned Outage Schedule no later than September 1 for
the following two (2) calendar years. This will allow
Transmission Provider one (1) month to work out any conflicts
14
<PAGE>
according to the process identified in Section 3.10.5 below. The
schedule submitted to the Transmission Provider shall include
all Units 10 MVA or larger and all Interconnection Equipment and
associated radial facilities. Subsequently, after the first of
the year, each month the schedule shall have a new month added
so as to maintain a rolling twenty-four (24) month period. If a
proposed outage is expected to continue beyond the month that
was submitted, then the complete duration of the proposed outage
shall also be submitted. The rolling twenty-four (24) month
proposed Planned Outage schedules shall be reviewed by
Transmission Provider as they are received and will attempt to
resolve any conflicts at that time, with the finalized schedule
being issued no later than October 1 for the following two (2)
calendar years. The Parties agree to meet to review the efficacy
of the procedures in Sections 3.10.2 through 3.10.5 twelve (12)
months after the Effective Date of this Agreement and to seek
agreement on any necessary changes. Pending the Transmission
Provider's filing at FERC of its proposed treatment of data
provided to Transmission Provider , and FERC's acceptance of
such proposed treatment, data provided pursuant to this Section
will be treated as Confidential Information in accordance with
Article 20.
3.10.3 Maintenance Outages. The Generating Company may propose a
-------------------
Maintenance Outage for its Facilities at any time for the period
within the rolling 24 month Planned Outage Schedule. The
Transmission Provider may propose a Maintenance Outage for its
Interconnection Equipment and associated radial facilities at
any time for the period within the rolling 24 month Planned
Outage Schedule. The Parties shall mutually agree using the
provisions in Section 3.10.5. Notice of Maintenance Outage shall
be given in accordance with Section 9.3.
3.10.4 Outage Schedule Changes. The Generating Company may propose a
-----------------------
change to the Planned Outage or to Maintenance Outages for its
Facilities at any time for the period within the rolling 24
month Planned Outage Schedule. The Transmission Provider may
propose a change to the Planned Outage or to Maintenance Outages
for its Interconnection Equipment and associated radial
facilities at any time for the period within the rolling 24
month Planned Outage Schedule. The Parties shall mutually agree
to such changes using the provisions in Section 3.10.5.
Transmission Provider shall consider the merit of such changes
in the order in which they are received.
3.10.5 Outage Schedule Finalization. The Transmission Provider will
----------------------------
coordinate with the Generating Company and recommend the
Generating Company maintenance schedules and Interconnection
Equipment and associated radial facilities maintenance schedules
that maintain system security and preserve firm network
transmission service. Transmission Provider may suggest
15
<PAGE>
maintenance schedules which minimize adverse impacts in
available transmission capacity levels. Transmission Provider's
recommended schedule will be accepted or rejected by the
Generating Company. If Transmission Provider's recommended
schedule is accepted by the Generating Company it will be
considered the final generator maintenance schedule. If the
recommended schedule is rejected by the Generating Company,
Transmission Provider will suggest one alternate schedule with
windows to which the generator can move its proposed maintenance
outage which will maintain network security and preserve network
transmission service, if such alternate schedules are available.
If either party feels an acceptable schedule is not forthcoming
after the alternate window phase of the process has been
submitted by Transmission Provider, either party may request
Alternate Dispute Resolution (ADR). To the extent system
security and network service may be compromised in the sole
opinion of the Transmission Provider, Transmission Provider's
recommended schedule will be considered the final schedule until
the Dispute Resolution process identified in Article 26 is
completed. Unless otherwise agreed, neither Party shall be
obligated to pay the other for changes to outage schedules.
3.10.6 Outage Restoration.
------------------
3.10.6.1 Forced Outage. In the event of a Forced Outage of the
-------------
Facilities materially adversely affecting the
Transmission System, Generating Company will use Good
Utility Practice to promptly restore the Facilities to
service. In the event of a Forced Outage of the
Transmission System materially adversely affecting the
Facilities, Transmission Provider will use Good Utility
Practice to promptly restore the Transmission System.
3.10.6.2 Planned or Maintenance Outage. In the event of a
-----------------------------
Planned or Maintenance Outage of the Facilities
adversely affecting the Transmission System, Generating
Company will act in accordance with Good Utility
Practice to restore the Facilities to service in
accordance with its schedule for the work that
necessitated the Planned or Maintenance Outage. In the
event of a Planned or Maintenance Outage of the
Transmission System adversely affecting Generating
Company, Transmission Provider will act in accordance
with Good Utility Practice to promptly restore the
Transmission System to service in accordance with its
schedule for the work that necessitated the Planned or
Maintenance Outage.
3.10.7 Continuity of Service. The Parties recognize that continuity of
---------------------
service cannot be guaranteed, and Transmission Provider shall
not be obligated to accept, and, consistent with the provisions
16
<PAGE>
of this Agreement, Transmission Provider may require Generating
Company to curtail, interrupt or reduce, deliveries of energy,
if such delivery of energy impairs Transmission Provider's
ability to construct, install, repair, replace or remove any of
its equipment or any part of its system or if Transmission
Provider determines in accordance with Good Utility Practice
that curtailment, interruptions or reductions of delivery are
necessary because of an Emergency, a Network Security Condition,
an outage, or other reasons not inconsistent with the provisions
of this Agreement and permitted by applicable rules or
regulations promulgated by a regulatory agency having
jurisdiction over such matters. Except in case of an Emergency
or Network Security Condition, the Parties shall coordinate, and
if necessary negotiate in advance in good faith, the timing of
such curtailments, interruptions, reductions of deliveries in
order to minimize adverse effects on both Parties.
3.11 OASIS Posting. The Transmission Provider shall post its Transmission
-------------
System maintenance schedule on the OASIS consistent with its OATT.
3.12 In the event Generating Company believes that an action, request, order
or directive of Transmission Provider under Sections 3.2, 3.5, 3.6,
3.10.7 or Article 8 exceeds the limitations included in those sections
or violates the applicable standard of care, Generating Company shall
nevertheless comply with the action, request, order or directive of
Transmission Provider pending resolution of the Dispute under Article
26. The Parties agree to cooperate in good faith to expedite the
resolution of any Disputes arising under this Agreement.
3.13 Reliability.
-----------
3.13.1 Obligation to Supply Reactive Power. Transmission Provider may
-----------------------------------
require Generating Company to provide reactive power from the
Units or to absorb reactive power from the Transmission System
to maintain Transmission System voltage levels established by
the Transmission Provider as the Generating Company may have
available, provided that such requirement does not require Units
to violate any operating limits as provided in Exhibit 4. To the
extent that the Generating Company has the capability to provide
automatic voltage regulation immediately prior to Effective
Date, the Generating Company shall normally operate the Unit
with the automatic voltage regulation equipment in service. The
Generating Company shall notify Transmission Provider as soon as
practicable and if possible prior to the loss of its capability
to provide voltage regulation control. The provision or
absorption of vars may be measured by metering devices installed
in accordance with Article 4. Generating Company shall supply or
absorb reactive power to the Transmission System in accordance
with Good Utility Practice. Generating Company shall respond to
requests from Transmission Provider to increase or decrease
17
<PAGE>
generator reactive power output in a manner consistent with
Generating Company's obligation to operate the Facilities: (1)
in a safe and reliable manner; (2) in accordance with Good
Utility Practice; (3) in accordance with applicable operational
and/or reliability criteria, protocols, and directives,
including those of NERC and MAIN;(4) to respond to Network
Security Conditions; and (5) in accordance with the provisions
of this Agreement. The Facilities shall generate or absorb such
reactive power in accordance with the voltage schedule
prescribed by the Transmission Provider as necessary to maintain
reactive area support, but not in excess of the amount available
from the Facilities' equipment in operation. Records of requests
made by the Transmission Provider , and records indicating
actual responses to these requests, will be maintained by
Transmission Provider and subject to third party independent
audit at Generating Company's request and expense.
3.13.2 Payment for Reactive Power. The Parties recognize that the
--------------------------
Generating Company may incur costs to provide reactive power to,
or absorb reactive power from, the Transmission System. In the
event the Generating Company supplies reactive power to or
absorbs reactive power from the Transmission System,
Transmission Provider shall compensate Generating Company in
accordance with an applicable Generating Company tariff at FERC
accepted rates. Transmission Provider will pay Generating
Company amounts due in accordance with Article 12. In addition,
if Transmission Provider requires Generating Company to provide
or absorb vars such that a Unit is required to reduce its real
power output in order to produce or absorb vars in excess of any
operating limits set forth in Exhibit 4, Transmission Provider
will compensate Generating Company in accordance with the
Transmission Provider's redispatch procedures in Section 3.6(b)
and operating limits set forth in Exhibit 4.
3.13.3 Reactive Power Standards. Except as noted in Exhibits 1 and 4
------------------------
for Facilities interconnected prior to January 1, 2001, the
Facility power factor design limitation minimum requirement
shall be a reactive power capability sufficient to maintain a
composite power delivery at the Interconnection Points at a
power factor between 0.95 leading (when the Facility is
consuming reactive power from the Transmission System) and 0.90
lagging (when the Facility is supplying reactive power to the
Transmission System). Except for Facilities interconnected prior
to January 1, 2001 or as noted in Exhibits 1 and 4, in the event
that under Normal System Conditions the Facility is unable to
consistently maintain a reactive power capability sufficient to
maintain a composite power delivery at the Interconnection
Points at a power factor between 0.95 leading and 0.90 lagging,
the Generating Company shall take appropriate other steps to
configure the Facility to meet such standards, including as
necessary, the installation of static and/or dynamic reactive
power compensating devices.
18
<PAGE>
3.14 Black Start Plan Participation. In accordance with Good Utility
------------------------------
Practice, Generating Company agrees to participate in Transmission
Provider's Black Start Plan for the Unit and the Transmission System, as
well as any verification testing. Nothing in this Agreement obligates
the Unit to provide Black Start Service.
3.15 OATT Services. Transmission Provider may also purchase any of the
-------------
services identified in its OATT, from the Units as Generating Company
may have available, from time to time, and pursuant to terms mutually
agreed upon by the Parties. Transmission Provider will compensate
Generating Company in accordance with an applicable Generating Company
tariff at FERC accepted rates.
3.16 Synchronization. Generating Company will own and maintain equipment that
---------------
will synchronize the Units to the Transmission System.
3.17 Generating Company may provide electric service, potable water, storm
drain systems, and fire protection systems to the switchyards located on
or immediately adjacent to the Facilities and jointly used by
Transmission Provider and Generating Company, and for other such
services necessary for operation and maintenance as and, to the extent
set forth in Exhibit 4, in existence prior to the Effective Date. If
Generating Company is an affiliate of Transmission Provider, services
will be provided at cost. If Generating Company is not an affiliate of
Transmission Provider, services will be provided by mutual agreement.
3.18 Generating Company shall provide the necessary space to install or
expand relay panels for substation system protection if requested by
Transmission Provider.
ARTICLE 4. METERING AND DATA COLLECTION
4.1 Applicable Requirements.
-----------------------
4.1.1 The requirements in Sections 4.2, 4.3 and 4.12(d) apply only to
(i) generators first interconnecting with the Transmission
System after January 1, 2001; and (ii) generators interconnected
prior to January 1, 2001 that are modified in accordance with
Section 6.7.
4.1.2 Metering facilities and data collection practices for generation
interconnections existing prior to January 1, 2001, will be
identified in Exhibit 4 until such time as those metering
facilities and data collection practices are upgraded. Not
withstanding the previous sentence, no later than January 1,
2006, or other date as mutually agreed by the Parties,
Generating Company shall, in accordance with Good Utility
Practice, own, operate, test and maintain, or if reasonably
necessary install, Revenue Quality Metering Systems at the
Interconnection Points that measure electric power and energy
flows between Generating Company and Transmission Provider in
19
<PAGE>
accordance with the requirements of this Article 4. All
reasonable costs associated with the owning, operating, testing
and maintaining the Revenue Quality Metering Equipment and the
provision of metering data to Transmission Provider shall be
born by Generating Company. All reasonable costs associated with
either the initial installation of metering or any changes to
Revenue Quality Metering Equipment requested by Transmission
Provider as required to provide accurate information to
Transmission Provider shall be borne by Generating Company.
4.2 Revenue Quality Metering Systems shall be as follows:
(a) Each Unit connected to the Transmission System shall have
Revenue Quality Metering Systems installed to provide direct
readings of the Unit's bi-directional net real and reactive
power and energy output. Multiple units at a single site may be
metered together at a single Interconnection Point upon approval
by Transmission Provider. The metering instrument transformers
used to measure the Unit's net output shall be installed on or
compensated to the high side (transmission voltage side) of the
generator step-up transformer unless otherwise agreed by the
Parties. Loss compensation methods shall provide data equivalent
in accuracy to measurements made at the Interconnection Point
and shall account for line losses and for load and no-load
losses of the power transformer. Performance criteria for the
Revenue Quality Metering Systems shall be in accordance with
Section 4.3, unless otherwise agreed to by the Parties.
(b) All plant auxiliary power transformers (non-generator step-down
transformers and other auxiliary plant supply points) and lines
directly connected to the Transmission System shall have Revenue
Quality Metering Systems installed to provide bi-directional
(where applicable) real and reactive power and energy flow.
Metering instrument transformers shall be connected to, or their
measurements compensated to the high side (transmission voltage
side) of the power transformer, unless otherwise agreed to by
the Parties.
(c) Meters shall be form 9, 3 element, for 4 wire systems and form
5, 2 element, for true 3 wire systems.
(d) All measured values shall have individual outputs where
applicable and a minimum 35-day interval data recording
capability for each measured value. Meters may also be equipped
with a modem connected to a cellular or land telephone circuit
for remote interrogation by either Party.
(e) Test switches shall be installed to allow independent testing
and/or replacement of each meter and transducer utilizing the
20
<PAGE>
secondary circuit, so as not to interrupt the operation of other
devices utilizing the secondary circuit.
(f) Instrument transformer secondaries shall be limited to supplying
revenue meters and transducers providing data for operating
purposes.
4.3 Revenue Quality Metering System Performance criteria. Revenue Quality
----------------------------------------------------
Metering System equipment shall be installed in accordance with the most
current version of Transmission Provider's guidelines for
interconnection of generators. Refer to Exhibit 9 for current
specifications applicable to the Revenue Quality Metering System.
4.4 Notwithstanding Section 4.1.2, Generating Company and Transmission
Provider agree that if the metering facilities and the Interconnection
Point are not at the same physical location, or if Revenue Quality
Metering Systems have not yet been installed, the best available
metering data shall be adjusted, as mutually agreed by the Parties, to
record delivery of electricity in a manner that accounts for the total
(load plus no-load) electrical energy losses occurring between the
metering points and the Interconnection Points.
4.5 Unless otherwise mutually agreed, all meters shall be sealed and the
seals broken only by Qualified Personnel of Generating Company upon
occasions when the meters are to be inspected, tested, and adjusted or
recalibrated in accordance with Good Utility Practice. Generating
Company shall give duly authorized Qualified Personnel of Transmission
Provider reasonable opportunity to be present.
4.6 All Revenue Quality Metering Systems installed pursuant to this Article
4 shall be routinely tested, maintained and kept within acceptable
accuracy levels by Generating Company in accordance with Good Utility
Practice. Transmission Provider may request an initial test upon
installation and one meter test for each meter annually at no cost to
Transmission Provider. Transmission Provider may request an additional
meter test and compensate the Generating Company for the cost to test
the meters. Transmission Provider may make unannounced inspections to
conduct its own test of the meters, provided that the Generating Company
will be allowed to observe such tests. Revenue Quality Metering Systems
shall be tested not less than once every four years. If a Revenue
Quality Metering System fails to register, or if the measurement made by
the meter during a test varies by more than one percent (1.0%) from the
measurement made by the standard meter used in the test, adjustment
shall be made correcting all measurements made by the inaccurate meter
using best available data for: (a) the actual period during which
inaccurate measurements were made, if the period can be determined, or
if not, (b) the period immediately preceding the test of the metering
facilities equal to one-half the time from the date of the last previous
test of the metering facilities; provided that the period covered by the
correction shall not exceed six months. If the metering facilities are
21
<PAGE>
otherwise defective, they shall be repaired or replaced within a
reasonable time by Generating Company at Generating Company's expense.
Generating Company shall be permitted to continue operating while any
defective metering devices are repaired or replaced and appropriate
accounting measures shall be applied.
4.7 Generating Company shall maintain and make available for review by
Transmission Provider records of all meter tests and maintenance
conducted pursuant to this Article 4 in accordance with Good Utility
Practice, which shall, at a minimum, include the following:
(a) 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.
(b) Records showing instrument transformers' factory certified or
utility test shop test results showing compliance with
applicable metering test standards shall be maintained.
(c) Records showing meter's factory certified or utility test shop
test results showing compliance with applicable metering test
standards.
4.8 Generating Company shall provide real-time Unit operating data, such as
instantaneous values of MW, MVAR, voltage and current (amperes). Amperes
may be measured directly or calculated based on measured values.
4.9 Transducers that provide the real-time data in Section 4.8 may utilize
the voltage transformers and current transformer secondary windings also
utilized by the Revenue Quality Metering System. In this case, the
performance criteria listed in Appendix 9 for voltage transformers and
current transformers would apply. Relaying class voltage transformers
and/or current transformers are not to be utilized for supplying
real-time data required by Section 4.8 unless mutually agreed upon.
4.10 Transducers that provide real-time data in Section 4.8 shall have a
maximum inaccuracy of three tenths of one percent (0.3 %).
4.11 Field calibration of transducers that provide real-time data in Section
4.8 shall be performed at least once every ten (10) years, or as
necessary, and documentation shall be retained showing the calibration
results for three (3) years after the next date of calibration.
4.12 Communications.
--------------
(a) At Generating Company's expense, Generating Company shall
maintain satisfactory operating communications with Transmission
Provider's Site Representative. Generating Company will provide
22
<PAGE>
standard voice communications, if requested by Transmission
Provider, or such other voice communications as mutually agreed.
Operational voice communications shall be utilized for , but not
limited to, the following events: system paralleling or
separation, scheduled and unscheduled shutdowns, equipment
clearances, and hourly and daily load data.
(b) Generating Company shall provide, at Generating Company's
expense, dedicated data circuits of mutually acceptable transfer
capability. Any required maintenance of such communications
shall be performed at Generating Company's expense, but may be
performed by Generating Company or by Transmission Provider as
mutually agreed.
(c) A Remote Terminal Unit (RTU) or equivalent data collection and
data transferring equipment acceptable to both Parties shall be
maintained or installed by Generating Company, or by
Transmission Provider at Generating Company's expense. Remote
data acquisition of the Units' meters shall be performed by
polling (or other mutually acceptable method) of an RTU to data
collecting device at a scan rate to be mutually agreed upon by
the Parties through use of a dedicated point-to-point circuit as
indicated in part (b) above or as otherwise mutually agreed to
by the Parties. The data collected shall be mutually agreed by
the Parties and may include bi-directional instantaneous values
of megawatts, megavars and voltage and bi-directional
accumulated megawatthour and megavarhours for each Unit and
other such data (i.e., generator breaker status). Subject to the
confidentiality provisions in Article 20, Generating Company
shall provide such data to Transmission Provider pursuant to
mutually agreeable terms and conditions. The Generating Company
shall provide this data using a methodology which is mutually
acceptable to both Parties such as ICCP or other industry
standard communications and control protocol. If hourly and/or
daily energy readings for energy billing purposes are available
and if such data are requested by Transmission Provider,
Generating Company shall report same to Transmission Provider's
Site Representatives by telephone or electronically or as the
Parties otherwise agree, on a schedule to be agreed upon.
(d) Generating Company shall install or facilitate installation of
such 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 Provider and
prior to initial operating of the Facilities.
ARTICLE 5 RELAYING
5.1 System Protection. Generating Company shall, at its expense, install,
-----------------
maintain, and operate system protection facilities, including such
protective and regulating devices as are identified by order, rule or
regulation of any duly-constituted regulatory authority having
23
<PAGE>
jurisdiction, Good Utility Practice (including Transmission Provider's
Guidelines for Interconnection of Generators for new Facilities) or as
are otherwise necessary to protect personnel and equipment and to
protect the integrity of service over the Transmission System. Any such
protective or regulating devices that may be required on Transmission
Provider's facilities in connection with the operation of the Facility
shall be installed by Transmission Provider at Generating Company's
expense.
5.2 Requirements for Protection. In compliance with applicable NERC and
---------------------------
regional reliability council requirements, Generating Company shall
provide, install, own, and maintain relays, circuit breakers, and all
other devices necessary to promptly remove any fault contribution of the
Facility to any short circuit occurring on the Transmission System and
not otherwise isolated by the Transmission Provider equipment. Such
protective equipment shall include, without limitation, a disconnecting
device or switch with load interrupting capability to be located between
the Facility and the Transmission System at an accessible, secure, and
satisfactory site selected upon mutual agreement of the Parties.
Generating Company shall be responsible for protection of the Facility
and Generating Company's other equipment from such conditions as, but
not limited to, negative sequence currents, over- or under-frequency,
sudden load rejection, over-or under-voltage, and generator
loss-of-field. Generating Company shall be solely responsible for
provisions to disconnect the Facility and Generating Company's other
equipment when any of the above described disturbances occur on the
Transmission System.
5.3 Transmission Provider shall have the right, using Good Utility Practice,
to review and approve all new and upgraded protective relaying logic
equipment, including equipment settings, drawings, and functionality
associated with each Interconnection Point, such approval not to be
unreasonably withheld, and to review all protective relaying logic
equipment, including equipment settings, drawings, and functionality for
the Units. Generating Company shall have the right to review protective
relaying logic equipment, including equipment settings, drawings, and
functionality for relays reasonably determined to affect the Facilities.
5.4 Any protective relay system which causes any Transmission Provider
breaker or Generating Company breaker connected to a Transmission
Provider bus to operate shall be maintained and tested in accordance
with the provisions of this Article 5.
5.5 Transmission Provider 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. Generating Company
shall, in accordance with Good Utility Practice, own, operate, maintain,
and test any remaining protective relays governed by this Article 5. The
Parties shall maintain, and, as necessary, upgrade their respective
24
<PAGE>
protective relay systems, and in the case of Generating Company, any
synchronization system equipment associated with the Interconnection
Points, in accordance with Good Utility Practice, and shall provide the
other Party with access to copies of operation and maintenance manuals
and test records for all relay equipment, and in the case of Generating
Company, any synchronization equipment. Transmission Provider shall have
the right, using Good Utility Practice, to review and approve all
synchronizing procedures necessary to establish and maintain proper and
safe connection between the Facilities and the Transmission System,
which approval shall not be unreasonably withheld.
5.6 The Parties shall test, maintain, and adjust their respective relays
associated with the Interconnection Points for correct calibration and
operation in accordance with Good Utility Practice. Complete functional
testing and adjustment to proper calibration and operation of the relay
protection schemes shall be performed at the same time. Maintenance,
operations and test records and reports will be maintained by the Party
that owns the protective relaying logic equipment in accordance with
Good Utility Practice and requirements set forth by NERC and MAIN, .
5.7 Generating Company shall be responsible for testing, maintaining and
calibrating relay systems that protect Generating Company's equipment
associated with the Interconnection Points and that protect Transmission
Provider from Generating Company's interconnection equipment to the
extent such calibration and testing are consistent with Good Utility
Practice. All such testing, maintenance and calibration must be
performed by Qualified Personnel selected by the Generating Company. In
addition, Generating Company shall allow Transmission Provider to
inspection of all Interconnection Equipment and associated maintenance
records. Upon completion of all relay testing, maintenance and
calibration, Generating Company shall make available copies of all test
reports for review by Transmission Provider. Generating Company shall
review all test, maintenance and calibration reports and certify that
relay system tests, maintenance and calibration, as shown on such
reports, have been done in accordance with the Unit's specifications and
Good Utility Practice. Such certification shall be signed by Qualified
Personnel .
5.8(a) As Transmission Provider's system protection requirements change and
as system protection technology advances, Transmission Provider will
upgrade its protection systems in accordance with Good Utility Practice.
If these upgrades affect the serviceability and acceptability of the
protective relaying systems on the Interconnection Equipment which may
be installed, owned, and operated by Generating Company, Generating
Company agrees to upgrade its protective relaying systems to bring them
into compatibility with and to the same technological standards as that
installed by Transmission Provider at the expense of the Transmission
Provider Transmission Provider shall give Generating Company notice of
25
<PAGE>
such upgrade as soon as practicable prior to the anticipated date of
such upgrade.
5.8(b) As Generating Company's system protection requirements change and as
system protection technology advances, Generating Company will upgrade
its protection systems in accordance with Good Utility Practice. If
these upgrades affect the serviceability and acceptability of the
protective relaying systems on the Interconnection Equipment which may
be installed, owned, and operated by Transmission Provider, Transmission
Provider agrees to upgrade its protective relaying systems to bring them
into compatibility with and to the same technological standards as that
installed by Generating Company at the expense of the Generating Company
Generating Company shall give Transmission Provider notice of such
upgrade as soon as practicable prior to the anticipated date of such
upgrade.
5.9 Exhibit 1 shall be updated by the Party causing the change to reflect
any changes in protective relaying systems as they are made.
ARTICLE 6. NEW CONSTRUCTION, MODIFICATIONS, RETIREMENTS AND SYSTEM UPGRADES
6.1 Facility and Equipment Design and Construction.
----------------------------------------------
6.1.1 The Generating Company's Facilities shall satisfy all
requirements of Transmission Provider, including applicable
safety and/or engineering codes, and all requirements of any
duly-constituted regulatory authority having jurisdiction. The
Parties agree that the obligations of Generating Company
contained in this Section have been met with regard to
interconnections in place prior to January 1, 2001.
6.1.2 Unless otherwise agreed, Transmission Provider shall construct
or have constructed and install all Interconnection Equipment,
Required System Upgrades, and Optional System Upgrades that will
become part of the Transmission System and which are needed to
interconnect the Facilities with the Transmission System.
Transmission Provider's obligation to commence construction
hereunder is expressly conditioned upon Generating Company's
receipt of all necessary state, federal and local permits and
approvals for the Facility. To the extent approved or required
by FERC, Generating Company shall pay to Transmission Provider
on a pay-as-you-go basis all of Transmission Provider's
reasonable costs associated with constructing and installing
such Interconnection Equipment, Required System Upgrades, and
Optional System Upgrades, including legal and other fees and
expenses associated with acquiring the necessary legal rights to
construct, place and maintain such Interconnection Equipment,
Required System Upgrades, and Optional System Upgrades.
Transmission Provider shall own such Interconnection Equipment,
26
<PAGE>
Required System Upgrades, and Optional System Upgrades and, if
necessary, Generating Company shall transfer ownership and
rights to such Interconnection Equipment, Required System
Upgrades, and Optional System Upgrades to Transmission Provider.
6.1.3 If Generating Company constructs and installs such
Interconnection Equipment, Required System Upgrades, and
Optional System Upgrades that will become part of the
Transmission System, Generating Company shall transfer to
Transmission Provider ownership of such Interconnection
Equipment, Required System Upgrades, and Optional System
Upgrades together with all legal rights necessary to construct,
place and maintain such transmission -related facilities and
equipment. Generating Company shall bear the cost of
constructing, installing such facilities to the extent required
or approved by FERC.
6.1.4 Transmission Provider may prior to placing in service such
transmission-related facilities and equipment, elect to pay some
or all costs associated with the construction and placement of
such Interconnection Equipment, Required System Upgrades, and
Optional System Upgrades. If Transmission Provider makes such
election, it shall reimburse Generating Company for any payments
Generating Company may have made to Transmission Provider for
such Interconnection Equipment, Required System Upgrades, and
Optional System Upgrades, plus interest.
6.2 Transmission Provider Review. Generating Company shall submit applicable
----------------------------
specifications for its Facilities and equipment, including any system
protection facilities, to the Transmission Provider for review at least
ninety (90) days prior to interconnecting such Facilities and equipment
with the Transmission System in order to insure that such
interconnection is consistent with operational control, reliability
and/or safety standards or requirements of the Transmission Provider.
Transmission Provider's review of Generating Company's specifications
shall be construed neither as confirming nor as endorsing the design,
nor as any warranty as to fitness, safety, durability or reliability of
Generating Company's interconnection or Facilities. Transmission
Provider shall not, by reasons of such review or failure to review, be
responsible for strength, details of design, adequacy or capacity of the
Facilities, nor shall Transmission Provider's acceptance be deemed to be
an endorsement of any facility or equipment. The Parties agree that the
obligations of Generating Company contained in this Section have been
met with regard to interconnections in place prior to January 1, 2001.
6.3 Required System Upgrades. Transmission Provider shall perform, and
------------------------
Generating Company shall bear the reasonable cost of, any Required
System Upgrades set forth in Exhibit 7. The Parties agree that
Generating Company has satisfied its obligations to pay Interconnection
Costs and Required System Upgrades associated with any Facilities
interconnected with the Transmission System as of January 1, 2001. The
27
<PAGE>
cost of any such Required System Upgrades shall reflect the tax effects
to the Transmission Provider of Generating Company's payment for the
Required System Upgrades.
6.4 Optional System Upgrades. Generating Company may elect to have Optional
------------------------
System Upgrades that are set forth in Exhibit 8 constructed.
Transmission Provider will construct and Generating Company will bear
the reasonable cost of any Optional System Upgrades, subject to the
crediting provision below. The Parties agree that the cost of any such
System Upgrades shall reflect the tax effects to the Transmission
Provider of Generating Company's payment for the System Upgrades. If
Generating Company elects to have Optional System Upgrades constructed,
it will be entitled to credits against future transmission charges when
transmission service is obtained under the Transmission Provider's OATT.
For each kW produced from the Facilities and delivered onto the
Transmission System under a transmission service agreement under the
Transmission Provider's OATT, Transmission Provider shall credit
Generating Company in an amount equal to the Point-to-Point transmission
service rate then applicable, applied to Generating Company's total
monthly bill for services, until such time as the cost of the Optional
System Upgrades have been fully offset, after which time such offset or
credit shall no longer apply. In the event no charges are due from
Generating Company, such credits will be paid directly to Generating
Customer or to another entity as directed by the Generating Company.
6.5. Modifications. Subject to this Article 6, Transmission Provider may
-------------
construct additional facilities or modify the existing Transmission
System and Generating Company may construct new facilities or modify the
existing Facilities (as described in Exhibit 1) or retire any Unit. All
modifications, construction and retirements provided for herein, shall
be conducted in accordance with Good Utility Practice and all applicable
NERC, MAIN and any other applicable regional reliability standards. Each
Party shall use commercially reasonable efforts, in accordance with Good
Utility Practice, to minimize any adverse impact on the other Party.
6.6 Notice. No modifications to, or new construction of, facilities, or
------
access thereto, including but not limited to rights-of-way, fences, and
gates, or any retirement of the Units by the Generating Company, shall
be made by either Party which might reasonably be expected to have a
material effect upon the other Party without (a) prior written
notification as set forth in Article 9, and (b) providing the other
Party with sufficient information regarding the work prior to
commencement to enable such Party to evaluate the impact of the proposed
work on its operations and shall be provided at least ninety (90) days
in advance of the commencement of work, or such shorter period upon
which the Parties may agree, which agreement will not be unreasonably
withheld. The information provided must be of sufficient detail to
satisfy reasonable Transmission Provider or Generating Company review
and operational requirements. Generating Company acknowledges and agrees
28
<PAGE>
that Transmission Provider has no obligation under this Agreement to
disclose to Generating Company any information with respect to third
party developments or circumstances, including the identity or existence
of any such person or other facilities, except as may be required under
Article 3 and Section 2.12 and elsewhere in this Agreement.
6.7. For new generation installations or modifications by Generating Company
at the Facility site that are reasonably expected to have a material
effect upon the Transmission System, Generating Company shall furnish,
install, and maintain equipment at the Unit necessary to establish and
maintain synchronism with the Transmission System consistent with
applicable law and Good Utility Practice. If said modifications involve
a proposed new or materially changed Interconnection Point, a material
change in the generating capacity of the Facilities from that set forth
in Exhibit 1, or the addition of a new generating unit, Generating
Company shall submit an application in accordance with Transmission
Provider's generator interconnection procedures, or FERC guidelines
applicable to new connections to the Transmission System. Restoring a
Unit to its design specifications in Exhibit 1 will not require that
such an application be made to the Transmission Provider.
6.8 For new generation installations or modifications undertaken at the
request of Generating Company at the Facility site that, based upon
study results, are reasonably expected to have a material adverse effect
upon a third party which is already interconnected, directly or
indirectly, with the Transmission Provider, Transmission Provider shall
include those reasonable costs imposed on or incurred by such third
party as a result of such new installation or modification as
Interconnection Costs. Such Interconnection Costs will be made payable
directly to such third party or to Transmission Provider as the Parties
may agree.
6.9 Pre-Construction Drawings. 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 facilities of the other Party, the Party desiring to perform said
work shall provide the other Party with drawings, plans, specifications
and other necessary documentation for review at least ninety (90) days
prior to the start of the construction of any such installation, unless
the Parties mutually agree to do otherwise. If the Generating Company
plans to retire a Unit, the Generating Company shall provide as much
advance notice as practical to the Transmission Provider prior to the
retirement. In the event of an Unplanned Outage which leads to the
retirement of a Unit, the Generating Company shall notify Transmission
provider as soon as practicable.
6.10 The Party reviewing any drawings, plans, specifications, or other
necessary documentation for review shall promptly review the same and
provide any comments to the performing Party no later than sixty (60)
days prior to the start of the construction of any installation, unless
the Parties mutually agree to do otherwise. The performing Party shall
29
<PAGE>
incorporate all requested modifications to the extent required to
maintain Good Utility Practice and in compliance with this Agreement.
6.11 Post-Construction Drawings. Upon reasonable request by the other Party,
--------------------------
the Party initiating the work shall provide "as built" drawings, plans
and related technical data to the other Party within one-hundred twenty
(120) days following completion of any modification or construction
subject to this Article 6. Approval or review of any document referenced
herein shall not relieve the initiating party of its responsibility for
the design or 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.
6.12 Right to Inspection. Each Party shall, at its own expense, have the
-------------------
right to inspect or observe all maintenance activities, equipment tests,
installation work, construction work, and modification work to the
facilities of the other Party that could have a material effect upon the
facilities or operations of the first Party.
ARTICLE 7. ACCESS TO FACILITIES
7.1 The Parties hereby agree to provide each other 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 unreasonably interfere with
the ongoing business operations, rights, and obligations of either
Party.
7.2 Without limiting the generality of Section 7.1, except for generators
interconnected with the Transmission System prior to January 1, 2001,
Transmission Provider shall have access to all of its equipment,
systems, and facilities located on Generating Company's property through
the easements listed in Exhibit 6 ("Easements"), and Generating Company
shall have access to all its equipment, systems and facilities located
on Transmission Provider's property through such Easements as follows:
7.2.1 Land Rights. 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 the Facilities
with the Transmission System under this Agreement and shall, at
all reasonable times, give the other Party, or its agents, free
access to such lines, substations, and equipment. An accessible,
protected and satisfactory site selected upon mutual agreement
by the Parties and located on the Generating Company's premises
shall be provided by and at the Generating Company's expense for
30
<PAGE>
installation of metering devices, unless Transmission Provider
elects to install meters on poles or other locations controlled
by it. Generating Company grants to Transmission Provider at all
reasonable times and with reasonable supervision, the right of
free ingress and egress to Generating Company's premises for the
purpose of installing, testing, reading, inspecting, repairing,
operating, altering, or removing any of Transmission Provider's
property located on Generating Company's premises or for other
purposes necessary to enable Transmission Provider to receive
electric energy, suspend the receipt thereof, or determine
Generating Company's compliance with this Agreement.
7.2.2 Third Party Property. If any part of Transmission Provider's
--------------------
Interconnection Equipment are to be installed on property owned
by other than Generating Company, Generating Company shall, if
Transmission Provider is unable to do so without cost to
Transmission Provider, procure from the owners thereof any
necessary rights of use, licenses, rights of way and easements,
in a form reasonably satisfactory to Transmission Provider, for
the construction, operation, maintenance and replacement of
Transmission Provider Interconnection Equipment upon such
property. In the event Generating Company is unable to secure
them by condemnation proceedings or other means, Generating
Company shall reimburse Transmission Provider for all reasonable
and documented costs incurred by Transmission Provider in
securing such rights.
7.3 Each Party shall provide the other Party keys, access codes or other
access methods necessary to enter the other Party's facilities to
exercise rights under this Agreement. Access shall only be granted to
Qualified Personnel.
7.4 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 controls systems without
the prior written consent of the other Party, such consent not to be
unreasonably withheld.
ARTICLE 8. EMERGENCIES
8.1 Obligations. Each Party agrees to comply with NERC and MAIN standards
-----------
and any Transmission Provider and Generating Company procedures, as
applicable, with respect to emergencies.
8.2 Each Party shall provide prompt oral notice describing the nature and
extent of the Emergency or Network Security Condition, the impact on
operations, and all corrective action, to the other Party, which may be
reasonably anticipated to affect the other Party's equipment, facilities
or operations. Either Party may take reasonable and necessary action,
31
<PAGE>
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 human safety or to expedite restoration of
service; provided however, that the Party taking such action shall give
the other Party prior oral notice, if at all possible, before taking any
action on the other Party's system, equipment, or facilities. Such
notice provided under this section shall be followed as soon as
practicable with written notice.
8.3 In the event of an Emergency or Network Security Condition, each Party
shall provide the other with such information, documents, and data
necessary for operation of the Transmission System or the Generating
Company's Facilities, including, without limitation, such information
which is to be supplied to any Governmental Authority, NERC, or MAIN.
8.4 In the event of an Emergency or Network Security Condition, the Party
becoming aware of such condition may, in accordance with Good Utility
Practice and using its reasonable judgment, take such action as is
reasonable and necessary to prevent, avoid, or mitigate injury, danger,
and loss. In the event the Generating Company has identified an
Emergency involving the Transmission System, the Generating Company
shall obtain the consent of Transmission Provider personnel prior to
manually performing an switching operations unless, in the Generating
Company's reasonable judgment, immediate action is required. In the
event the Transmission Provider has identified an Emergency or Network
Security Condition involving the Generating Company's Facilities, the
Transmission Provider shall obtain the consent of Generating Company
personnel prior to manually performing any switching operations unless,
in the Transmission Provider's reasonable judgment, immediate action is
required.
8.5 Transmission Provider Authority. The Transmission Provider may,
-------------------------------
consistent with Good utility Practice, take whatever actions or
inactions with regard to the Transmission System the Transmission
Provider deems necessary during an Emergency or Network Security
Condition in order to: (1) preserve public health and safety; (2)
preserve the reliability of the Transmission System; (3) limit or
prevent damage; or (4) expedite restoration of service. The Transmission
Provider shall use reasonable efforts to minimize the adverse effect of
such actions or inactions on the Generating Company's Facilities.
8.6 Generating Company Authority. The Generating Company may, consistent
----------------------------
with Good Utility Practice, take whatever actions or inactions with
regard to the its Facilities the Generating Company deems necessary
during an Emergency or Network Security Condition in order to: (1)
preserve public health and safety; (2) preserve the reliability of the
Facilities; (3) limit or prevent damage; and (4) expedite restoration of
service. The Generating Company shall use reasonable efforts to minimize
the adverse effect of such actions or inactions on the Transmission
System.
32
<PAGE>
8.7 Generating Company shall operate its Facilities to mitigate an Emergency
when requested by the Transmission Provider. Such operation may call for
full or partial interruption of the Interconnection Equipment or
redispatch of the Unit or Units either by manual or automatic means. In
the event of a full or partial interruption of Generating Company's
Interconnection Equipment or redispatch of a Unit or Units to mitigate
an Emergency, Transmission Provider shall not be required to compensate
or pay redispatch costs to Generating Company. However, redispatch for
the purpose of preserving Network Security shall be compensated in
accordance with Section 3.6(b).Transmission Provider shall use
reasonable efforts in accordance with Good Utility Practice to minimize
the effect and length of time of such full or partial interruption or
redispatch.
8.8. Audit Rights. Each Party shall keep and maintain record of actions taken
------------
during an Emergency or Network Security Condition that may reasonably be
expected to impact the other Party's facilities and make such records
available for third party independent audit upon the request and expense
of the Party requesting the audit. Any such request will be made no
later than twenty-four (24) months following the action taken.
ARTICLE 9. GENERAL NOTIFICATIONS AND REPORTING
9.1 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
sender thereafter sends such notice to recipient by any of the other
methods provided in this Section 9.1), (c) by registered or certified
U.S. mail, return receipt requested, postage prepaid, (d) by reputable
overnight courier, with acknowledged receipt of delivery, or (e) any
other method mutually agreed by the Parties in writing. Notice shall be
deemed given on the date of receipt personally. 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,
the notice 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.
9.2 Notice to the Transmission Provider shall be to the Transmission
Provider's Site Representative, at the address identified in Exhibit 2.
Notice to the Generating Company shall be to the Generating Company's
Site Representative, at the address identified in Exhibit 2.
9.3 For routine maintenance and inspection activities that do not require
major equipment or system outages and have no material impact on the
other Party, the Party performing the same shall provide the other Party
with at least twenty-four (24) hours' prior notice, if practicable. For
33
<PAGE>
Maintenance Outages, the Party performing the same shall provide the
other Party with not less than twenty-four (24) hours' prior notice, if
practicable.
9.4 Transmission Provider shall provide reasonable advance notice to
Generating Company, which notice shall identify the purpose of the
visit, prior to entering the Facilities and shall notify Generating
Company when on its premises and upon leaving. Generating Company shall
provide reasonable advance notice to Transmission Provider, which notice
shall identify the purpose of the visit, prior to entering Transmission
Provider's facilities and shall notify Transmission Provider when on its
premises and upon leaving.
9.5 Generating Company shall provide modeling data as required by NERC,
MAIN, or any other reliability organization. A copy of such reports
shall be available to Transmission Provider for review.
9.6 Each Party shall provide prompt verbal notice to the other Party of any
system alarm that applies to the other Party's equipment, unless the
system alarm is automatically sent to the other Party.
9.7 Each Party shall provide a report or a copy of the data from a system
events recorder or digital fault recorder that applies to the other
Party's equipment.
9.8 Each Party agrees to immediately notify the other Party 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 10. SAFETY
10.1 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 Provider for use on its system)
and Good Utility 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.
10.2 Each Party shall be solely responsible for the safety and supervision of
its own employees, agents, representatives, and subcontractors.
10.3 Transmission Provider shall immediately report any injuries that occur
while working on the Generating Company's property or facilities or
switching area to appropriate agencies and the Generating Company's Site
34
<PAGE>
Representative. Generating Company shall immediately report any injuries
that occur while working on the Transmission Provider's property or
facilities or switching area to appropriate agencies and the
Transmission Provider's Site Representative. Each Party will provide the
other with its clearing/tagging/lockout procedures. For clearances
requested or initiated by the Generating Company on the Generating
Company's equipment that utilizes the Transmission Provider's equipment
as an isolation device, Generating Company procedures shall govern. For
clearances requested or initiated by the Transmission Provider on the
Transmission Provider's equipment that utilizes the Generating Company's
equipment as an isolation device, Transmission Provider procedures shall
govern.
ARTICLE 11. ENVIRONMENTAL COMPLIANCE AND PROCEDURES
11. Each Party shall notify the other Party, verbally, immediately upon
discovery of any Release of any hazardous substance by it on the
property or facilities of the other Party, or which may 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 which 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 which 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.
ARTICLE 12. BILLINGS AND PAYMENT
12.1 Any invoices for reimbursable services provided to the other Party under
this Agreement during the preceding month shall be prepared within a
reasonable time after the first day of each month. Each invoice shall
delineate 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
35
<PAGE>
(60) days of the invoice date. All payments shall be made in immediately
available funds payable to the other Party, or by wire transfer to a
bank named by the Party being paid, provided that payments expressly
required by this Agreement to be mailed shall be mailed in accordance
with Section 12.2.
12.2 Any payments required to be made by Generating Company under this
Agreement shall be made to Transmission Provider at the following
address:
American Transmission Company LLC
[address]
Fax:
Attention:
Any payments required to be made by Transmission Provider under this
Agreement shall be made to Generating Company at the following address:
[Generating Company]
[address]
Fax:
Attention:
12.3 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.
12.4 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.
12.5 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.
12.6 Subject to the confidentiality provisions of Article 20, within two (2)
years following a calendar year, during normal business hours,
Generating Company and Transmission Provider shall have the right to
audit each other's accounts and records pertaining to transactions under
36
<PAGE>
this Agreement that occurred during such calendar year at the offices
where such accounts and records are maintained; provided that the audit
shall be limited to those portions of such accounts and records that
reasonably relate to the services provided to the other Party under this
Agreement for said calendar year. The Party being audited shall be
entitled to review the audit report and any supporting materials. To the
extent that audited information includes Confidential Information, the
auditing Party shall keep all such information confidential pursuant to
Article 20.
12.7 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 13. APPLICABLE REGULATIONS AND INTERPRETATION
13.1 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 discretion. Each Party shall exercise Due
Diligence and shall act in good faith to secure all appropriate
approvals in a timely fashion.
13.2 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 Wisconsin, without regard to any conflicts of law
principles, the Federal Power Act, and the regulatory agency or agencies
having jurisdiction over the particular matter.
ARTICLE 14. REPRESENTATIONS
14.1 Representations of the Transmission Provider. With respect to Facilities
--------------------------------------------
not interconnected to the Transmission System on January 1, 2001,the
Transmission Provider represents and warrants to Generating Company as
follows:
14.1.1 Incorporation. Transmission Provider is a limited liability
-------------
company duly incorporated, validly existing and in good standing
under the laws of Wisconsin, and has all requisite corporate
power and authority to own, lease and operate its material
assets and properties and to carry on its business as now being
conducted.
14.1.2 Authority. Transmission Provider has full corporate power and
---------
authority to execute and deliver this Agreement and, subject to
the procurement of applicable regulatory approvals, to carry out
the actions required of it by this Agreement. The execution and
delivery of this Agreement and the transactions contemplated
hereby have been duly and validly authorized by all necessary
37
<PAGE>
corporate action required on the part of Transmission Provider.
The Agreement has been duly and validly executed and delivered
by Transmission Provider and, assuming that it is duly and
validly executed and delivered by Generating Company,
constitutes a legal, valid and binding agreement of Transmission
Provider.
14.1.3 Regulatory Approval. Transmission Provider has obtained, or will
-------------------
obtain by the Effective Date, any and all approvals of, and
given any notices to, any Governmental Authority that are
required for Transmission Provider to execute, deliver, and
perform under this Agreement. Transmission Provider shall
cooperate with Generating Company to the extent reasonably
required by Generating Company to obtain the regulatory
approvals referred to in Section 14.2.3.
14.1.4 Compliance With Law. Transmission Provider represents and
-------------------
warrants that it is not in violation of any applicable law,
statute, order, rule, regulation, or judgment promulgated or
entered by any federal, state, or local Governmental Authority,
which violation could reasonably be expected to materially
adversely affect Transmission Provider's performance of its
obligations under this Agreement. Transmission Provider
represents and warrants that it will comply with all laws,
rules, regulations, codes, and standards of all federal, state,
and local Governmental Authorities applicable to Transmission
Provider's compliance with this Agreement.
14.2 Representations of Generating Company. With respect to Facilities not
-------------------------------------
interconnected to the Transmission System on January 1, 2001, Generating
Company represents and warrants to the Transmission Provider as follows:
14.2.1 Incorporation. Generating Company is a corporation duly
-------------
incorporated, validly existing and in good standing under the
laws of Wisconsin, and has all requisite corporate power and
authority to own, lease and operate its material assets and
properties and to carry on its business as now being conducted.
14.2.2 Authority. Generating Company has full corporate power and
---------
authority to execute and deliver this Agreement and, subject to
the procurement of applicable regulatory approvals, to carry out
the actions required of it by this Agreement. The execution and
delivery of this Agreement and the transaction contemplated
hereby have been duly and validly authorized by all necessary
corporate action required on the part of Generating Company. The
Agreement has been duly and validly executed and delivered by
Generating Company and, assuming that it is duly and validly
executed and delivered by Transmission Provider, constitutes a
legal, valid and binding agreement of Generating Company.
38
<PAGE>
14.2.3 Regulatory Approval. Generating Company has obtained, or will
-------------------
obtain by the Effective Date, any and all approvals of, and
given any notices to, any Governmental Authority that are
required for Generating Company to execute, deliver and perform
under this Agreement. Generating Company shall cooperate with
Transmission Provider to the extent reasonably required by
Transmission Provider to obtain the regulatory approvals
referred to in Section 14.1.3.
14.2.4 Compliance With Law. Generating Company represents and warrants
-------------------
that it is not in violation of any applicable law, statute,
order, rule, regulation, or judgment promulgated or entered by
any federal, state, or local Governmental Authority, which
violation could reasonably be expected to materially adversely
affect Generating Company's performance of its obligations under
this Agreement. Generating Company represents and warrants that
it will comply with all laws, rules, regulations, codes, and
standards of all federal, state, and local Governmental
Authorities applicable to Generating Company's compliance with
this Agreement.
14.3 Bringdown. On the Effective Date, each Party shall deliver a certificate
---------
dated the Effective Date executed by a duly authorized officer to the
effect that, to such officer's Knowledge, each of the representations
and warranties made in this Agreement are true and correct in all
material respects as though made at and as of the Effective Date.
14.4 Representations of Both Parties. The representations and warranties in
-------------------------------
Sections 14.1.4 and 14.2.4 shall continue in full force and effect for
the Term of this Agreement.
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
39
<PAGE>
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 dispute (including a strike); flood; lightning
strikes; earthquake; storm; ice; 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 unable to carry out an obligation imposed on it by
----------
this Agreement due to Force Majeure must:
(a) 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;
(b) use Due Diligence to resume performance or the provision of
service hereunder as soon as practicable;
(c) take all commercially reasonable actions to correct or cure the
Force Majeure event;
(d) 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 which, in the sole judgment of the Party involved in the
dispute, are contrary to its interest,; and
(e) 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. With respect to claims by and between the Parties under this Agreement,
the measure of damages at law or in equity in any action or proceeding
shall be limited to direct actual damages only, such direct actual
damages shall be the sole and exclusive remedy and all other remedies or
damages at law or in equity are waived and neither Party shall be liable
in statute, contract, in tort (including negligence), strict liability,
warranty or under any other legal theory or otherwise to the other
Party, its agents, representatives, and/or assigns, for any special,
incidental, punitive, exemplary or consequential loss or damage
whatsoever, including, but not limited to, loss of profits or revenue on
work not performed, for loss of use of or under-utilization of the other
40
<PAGE>
Party's facilities, loss of use of revenues, attorneys' fees, litigation
costs, or loss of anticipated profits, resulting from either Party's
performance or non-performance of an obligation imposed on it by this
Agreement, without regard to the cause or causes related thereto,
including the negligence of any party. The Parties expressly acknowledge
and agree that this limitation shall apply to any claims for
indemnification under Article 17 of this Agreement. The provisions of
this section shall survive the termination or expiration of this
Agreement.
ARTICLE 17. INDEMNIFICATION
17.1 Generating Company's Indemnification. Subject to the provisions of
------------------------------------
Article 16, Generating Company shall indemnify, hold harmless and defend
Transmission Provider, 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 expert fees and
reasonable disbursements in connection therewith) for damage to
property, injury to any person or entity, or death of any individual,
including Transmission Provider's employees and affiliates' employees,
Generating Company's employees, or any other third parties, to the
extent caused wholly or in part by any act or omission, negligent or
otherwise, by Generating Company or its officers, directors, employees,
agents, contractors, subcontractors and invitees arising out of or
connected with Generating Company's performance or breach of this
Agreement, or the exercise by Generating 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
Provider, its agents or employees. In furtherance of the foregoing
indemnification and not by way of limitation thereof, Generating Company
hereby waives any defense it otherwise might have under applicable
workers' compensation laws.
17.2 Transmission Provider's Indemnification. Subject to the provisions of
---------------------------------------
Article 16, Transmission Provider shall indemnify, hold harmless and
defend Generating 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, injury to
any entity or person, or death of any individual, including Generating
41
<PAGE>
Company's employees and affiliates' employees, Transmission Provider's
employees, or any other third parties, to the extent caused wholly or in
part by any act or omission, negligent or otherwise, by Transmission
Provider or its officers, directors, employees, agents, contractors,
subcontractors and invitees arising out of or connected with
Transmission Provider's performance or breach of this Agreement, or the
exercise by Transmission Provider 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 Generating Company, its agents or employees.
In furtherance of the foregoing indemnification and not by way of
limitation thereof, Transmission Provider 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 but in any event on or before the thirtieth (30th) day after
the Party's actual knowledge of such claim or action. 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 The Parties agree to maintain, at their own cost and expense, general
and automobile liability, worker's compensation, and other forms of
insurance relating to their operations for the life of this Agreement in
the manner, and amounts, at a minimum, as set forth below,
(a) Workers' Compensation Insurance in accordance with all
applicable state, federal and maritime law, including Employer's
Liability Insurance in the amount of $1,000,000 per accident;
(b) Commercial General Liability Insurance, including Contractual
Liability Coverage for liabilities assumed under this Agreement,
and Personal Injury Coverage in the amount of $25,000,000 per
occurrence for bodily injury and property damage. The Generating
Company's policy shall include Transmission Provider and ATC
Management Inc. as additional insureds. Where the Parties agree
that it is mutually advantageous, Transmission Provider shall
include Generating Company as an additional insured;
42
<PAGE>
(c) Automobile Liability Insurance for all owned, non-owned, and
hired vehicles with bodily injury limits of no less than
$5,000,000 per person, $5,000,000 per accident; and property
damage limits of no less than $5,000,000 per accident. The
Generating Company's policy shall include Transmission Provider
and ATC Management, Inc. as additional insureds. Where the
Parties agree that it is mutually advantageous, Transmission
Provider shall include Generating Company as an additional
insured;
(d) Where a Party has more than $100 million in assets it may, at
its option, self insure all or part of the insurances required
in this Article; provided, however, the self-insuring Party
agrees that all other provisions of this Article, including, but
not limited to, waiver of subrogation, waiver of rights of
recourse, and additional insured status, which provide or are
intended to provide protection for the other Party and its
affiliated and associated companies under this Agreement, shall
remain enforceable. A Party's election to self-insure shall not
impair, limit, or in any manner result in a reduction of rights
and/or benefits otherwise available to the other Party and its
affiliated and associated companies through formal insurance
policies and endorsements as specified in the above parts of
this Article. The self-insuring Party agrees that all amounts of
self-insurance, retentions and/or deductibles are the
responsibility of and shall be borne by the self-insuring Party.
18.2 Within fifteen (15) days of the Effective Date, and each anniversary of
the Effective Date, during the term of this Agreement, (including any
extensions), 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:
(a) Name of insurance company, policy number and expiration date;
(b) 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;
(c) A statement indicating that the other Party shall receive at
least thirty (30) days prior written notice of cancellation or
expiration of a policy, or reduction of liability limits with
respect to a policy; and
(d) A statement identifying and indicating that additional insureds
have been named as required by this Agreement.
43
<PAGE>
18.3 At a Party's request, in addition to the foregoing certifications, the
other Party shall deliver to the first Party a copy of applicable
sections of each insurance policy.
18.4 Each Party shall have the right to inspect the original policies of
insurance applicable to this Agreement at the other Party's place of
business during regular business hours.
18.5 If any insurance is written on a "claims made" basis, the respective
Party shall maintain the coverage for a minimum of seven years after the
termination of this Agreement.
18.6 To the extent permitted by the insurer and commercially reasonable, each
Party shall obtain waivers of subrogation in favor of the other Party
from any insurer providing coverage that is required to be maintained
under this Article 12, except for the coverage required under Section
18.1(a). A Party shall not be required to obtain a waiver of subrogation
if the other Party is not able to obtain a waiver of subrogation from
its insurance carrier.
ARTICLE 19. SEVERAL OBLIGATIONS
19. 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 a plan, specification, pattern,
procedure, design, device, list concept, policy or compilation relating
to the present or planned business of a Party, which is designated in
good faith as Confidential by the Party supplying the information,
whether conveyed orally, electronically, in writing, through inspection
or otherwise, except that the real-time in-plant data from Section 3.7,
shall be considered Confidential Information without the need for
designation. Confidential Information shall include, without limitation,
all information relating to a Party's technology, research and
development, business affairs, and pricing, and any information supplied
by either of the Parties to the other prior to the execution of this
Agreement.
(b) General. Each Party will hold in confidence any and Confidential
-------
Information unless (1) compelled to disclose such information by
judicial or administrative process or other provisions of law or as
44
<PAGE>
otherwise provided for in this Agreement, or (2) to meet obligations
imposed by FERC or by a state or other federal entity or by membership
in NERC MISO or MAIN (including other Transmission Providers).
Information required to be disclosed under (b)(1) or (b)(2) above, does
not, by itself, cause any information provided by Generating Company to
Transmission Provider to lose its confidentiality. To the extent it is
necessary for either Party to release or disclose such information to a
third party in order to perform that Party's obligations herein, 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 Provider
will develop and file with FERC standards of conduct relating to the
sharing of market related Confidential Information with and by
Transmission Provider 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 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;
or (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 otherwise, to
45
<PAGE>
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 which, 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 the other Party is entitled to equitable relief,
by way of injunction or otherwise, if it breaches or threatens to breach
its obligations under Article 20.
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 an 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 Parties abandonment of its work or the facilities contemplated in
this Agreement;
(d) If a Party: (1) becomes insolvent; (2) files a voluntary petition in
bankruptcy under any provision of any federal or state bankruptcy
law or shall consent to the filing of any bankruptcy or
reorganization petition against it under any similar law; (3) makes
46
<PAGE>
a general assignment for the benefit of its creditors; or (4)
consents 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) Failure of either Party to provide such access rights, or a Party's
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 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 the 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
Provider to operate and maintain the Transmission System, or for the
Generating Company to operate and maintain the Facilities, 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 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 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.
47
<PAGE>
ARTICLE 22. TERM
22.1 Term. This Agreement shall become effective as of the Effective Date and
----
shall continue in full force and effect until a mutually agreed
termination date or as long as any Unit set forth in Exhibit 1 is
connected to the Transmission System, unless modified by written
agreement of the parties (such period, the "Term").
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, including but not limited
to the following:
(i) this Agreement is not accepted for filing by the FERC
without material modification or condition;
(ii) NERC, MISO or MAIN prevents, in whole or in part, either
Party from performing any provision of this Agreement in
accordance with its terms; or
(iii) the FERC, the United States Congress, any state, or any
federal or state regulatory agency or commission implements any
change in any law, regulation, rule or practice which materially
affects or is reasonably expected to materially affect either
Party's ability to perform under this Agreement,
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 the Transmission Provider shall file
such amendment or amendments with FERC.
(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 Event. If the Parties
are unable to reach agreement on any such amendments, Transmission
Provider 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 Generating 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.
48
<PAGE>
22.4 Regulatory Filing. The Transmission Provider shall file this Agreement
-----------------
with FERC as a rate schedule within the meaning of 18 C.F.R. Part 35.
Generating Company agrees to reasonably cooperate with the Transmission
Provider with respect to such filing and to provide any information,
including the rendering of testimony reasonably requested by the
Transmission Provider, needed to comply with applicable regulatory
requirements.
22.5 Survival. The applicable provisions of this Agreement shall continue in
--------
effect 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. Except as provided in Section 23.3 below,
--------------------------
and notwithstanding any other provision in this Agreement to the
contrary the Parties 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.
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.
23.3 Limitation. The Parties agree that neither Party will make a unilateral
----------
filing under Section 205 or 206 with a proposed effective date prior to
January 1, 2004, except that parties have the right to make such Section
205 or 206 filings (a) if Transmission Provider is not allowed by FERC,
as a result of a change in, or the establishment of, FERC policy, to
recover from Transmission Provider's customers the funds necessary to
pay redispatch compensation under Section 3.6(b), however, prior to
making any such Section 205 filing, Transmission Provider agrees to
negotiate in good faith with Generating Company for at least thirty (30)
days, the provisions of such Section 205 filing or (b) if either Party
is not allowed by FERC, as a result of a change in, or the establishment
of, FERC policy, to recover from either Party's customers or third
parties, where appropriate, the funds necessary to pay any other costs
either Party incurs arising from this Agreement.
ARTICLE 24. ASSIGNMENT/CHANGE IN CORPORATE IDENTITY
24.1 Transmission Provider Assignment Rights. Transmission Provider may not
---------------------------------------
assign this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of Generating Company, which
49
<PAGE>
consent shall not be unreasonably withheld; provided however, that
Transmission Provider may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of Generating
Company and may assign this Agreement to any entity(ies) in connection
with a merger, consolidation, or reorganization, provided that the
surviving entity(ies) or assignee owns the Transmission System, agrees
in writing to be bound by all the obligations and duties of Transmission
Provider provided for in this Agreement and the assignee's
creditworthiness is equal to or higher than that of Transmission
Provider.
24.2 Generating Company Assignment Rights. Generating Company may not assign
------------------------------------
this Agreement or any of its rights, interests or obligations hereunder
without the prior written consent of Transmission Provider, which
consent shall not be unreasonably withheld; provided however, that
Generating Company may, without the consent of Transmission Provider,
and by providing prior reasonable notice under the circumstances to
Transmission Provider, assign, transfer, pledge or otherwise dispose of
its rights and interests under this Agreement to (a) any person or in
connection with an assignment of the Agreement for financing or
refinancing purposes, (b) any entity created to operate the Facilities,
(c) any affiliate of Generating Company, or (d) purchaser of the
Facilities. Transmission Provider agrees to execute and deliver such
documents as may be reasonably necessary to accomplish any such
assignment, transfer, pledge or disposition of rights, so long as
Transmission Provider's rights under the Agreement are not altered,
amended, diminished or otherwise impaired, and Generator agrees to
reimburse Transmission Provider for all reasonable costs incurred in
connection with the execution or delivery of such documents.
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, such consent not
to 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,
the parties agree that, where applicable, all said subcontractors shall
comply with the terms and conditions of this Agreement.
50
<PAGE>
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 and 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 shall
be construed as having application 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 subcontractor's 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 which 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 not later than the latter of
sixty (60) days after the circumstances that gave rise to the claim or
dispute have taken place or sixty (60) days of discovery of such
circumstances. The submission of any Dispute shall be made to either the
Generating Company's Site Representative or the Transmission Provider'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 Provider's Site Representative and Generating Company's
Site Representative are unable in good faith to satisfactorily resolve
their disagreement 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 10 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 Provider's transmission service to Generating Company.
51
<PAGE>
27.2 No failure or delay on the part of Transmission Provider or Generating
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. Any waiver shall be
effective only by a written instrument signed by the Party granting such
waiver, and such shall not 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 other person except the Parties hereto any rights, interests,
obligations or remedies hereunder.
27.4 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 which 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.
27.5 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.
27.6 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 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.
27.7 This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
27.8 Each Party shall act as an independent contractor with respect to the
provision of services hereunder.
27.9 With respect to third-party capacity or output contracts of Generating
Companies with Facilities interconnected with the Transmission System
prior to January 1, 2001,
27.9.1 Nothing in this Agreement amends, or otherwise affects any
obligations contained in any contract Generating Company has
entered into to sell the capacity or output of Units covered by
the Agreement;
52
<PAGE>
27.9.2 Where Generating Company has sold or otherwise committed all or
a substantial portion of the capacity or output of a Unit to a
third party, the Site Representative for third party shall be
identified in Exhibit 2. Site Representatives listed in Exhibit
2 shall be entitled to receive all notifications provided by the
Parties to each other. The parties shall explicitly delineate in
Exhibit 2 any rights and/or obligations pursuant to this
Agreement that have been delegated or assigned to the listed
third party, including without limitation, any such assignments
or delegations pursuant to Sections 2.12, 2.13, 3.2, 3.6, 3.10,
3.13, 3.14, 4.2, 4.3, 4.4 and Article 20. Both Parties shall
acknowledge the rights and obligations of any third party
delegates or assignees specifically set forth in Exhibit 2.
27.9.3 To the extent that Generating Company has assigned or delegated
to a third party the obligation to provide services to
Transmission Provider and the right to seek reimbursement from
Transmission Provider in accordance with Section 27.9.2 of this
Agreement, Transmission Provider shall reimburse the third party
directly.
27.10 Adequacy Obligation. Subject to applicable regulatory approvals,
including adherence to least-cost planing requirements and principles,
and subject to the oversight and direction of the Midwest Independent
Transmission System Operator (or any successor Regional Transmission
Organization) where applicable, the ATCLLC shall have a public utility
duty to operate, maintain, plan and construct its 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 ATCLLC'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 ATCLLC system, where a transmission
addition is the least-cost electric solution to an improvement
need, including but not limited to, the reliability needs of the
distribution systems that are owned by initial investors in the
ATCLLC or their members; and
(b)to receive energy from both existing and new generating facilities
connected to and dependent upon ATCLLC's transmission of such energy.
In meeting these obligations, the ATCLLC shall treat the needs of each
electric distribution system interconnected to the ATCLLC's system, the
electric loads on each system and interconnected generation facilities,
in a nondiscriminatory manner. The costs of additions to the ATCLLC's
transmission system to meet this adequacy obligation shall not be
directly assigned or charged to a distribution system, to end users or
53
<PAGE>
to generation facilities separately, except in circumstances where
approved or required by the appropriate regulatory agency.
27.11 Affiliate Status of Parties. For purposes of Articles 16, 17, 18 of this
---------------------------
Agreement, neither Party shall be considered an affiliate of the other.
IN WITNESS WHEREOF, Transmission Provider and Generating Company have caused
this instrument to be executed by their duly authorized representatives as of
the day and year first above written.
[Insert Name of GENERATING COMPANY]
By:
-----------------------
Name:
Title:
AMERICAN TRANSMISSION COMPANY LLC
By:
-----------------------
Name:
Title:
54
<PAGE>
EXHIBIT 1. IDENTIFICATION OF THE INTERCONNECTION FACILITIES
Issuance Date:
----------
Revised Date:
----------
GENERATOR DATA
VALLEY POWER PLANT
------------------
=========================================== ================= ==================
PARAMETER UNIT 1 UNIT 2
------------------------------------------- ----------------- ------------------
MVA 160 160
------------------------------------------- ----------------- ------------------
MW 136 136
------------------------------------------- ----------------- ------------------
PF 0.85 0.85
------------------------------------------- ----------------- ------------------
MVAR 84.29 84.29
------------------------------------------- ----------------- ------------------
VOLTS 13,800 13,800
------------------------------------------- ----------------- ------------------
RPM 3600 3600
------------------------------------------- ----------------- ------------------
Excitation Amps. 6694 6694
------------------------------------------- ----------------- ------------------
Excitation Volts 375 375
------------------------------------------- ----------------- ------------------
Hydrogen Pressure (psig) 30 30
=========================================== ================= ==================
PLANT DATA
VALLEY POWER PLANT
------------------
=========================================== ================= ==================
PARAMETER UNIT 1 UNIT 2
------------------------------------------- ----------------- ------------------
MAIN Rating (MW) 140 140
------------------------------------------- ----------------- ------------------
AGC Capable Yes Yes
------------------------------------------- ----------------- ------------------
AGC Ramp Rate (MW/min) 2 2
------------------------------------------- ----------------- ------------------
Black Start Capable No No
=========================================== ================= ==================
55
<PAGE>
INTERCONNECTION EQUIPMENT OWNED BY GENERATING COMPANY
GENERATOR PROTECTION DEVICES
Excitation Transformer Sudden Pressure
Main Aux Transformer Phase Over Current
Main Aux Transformer Differential
Main Aux Transformer Neutral Over Current
Main Aux Transformer Sudden Pressure
Main Transformer Neutral Over Current
Main Transformer Sudden Pressure
Main Transformer Differential
Main Transformer V/Hz Over Voltage
Generator Negative Sequence Over Current
Generator Differential
Accidental Energization
Generator External Fault Back-up
Stator Ground (Running)
Voltage Balance
Loss of Field
Stator Ground (Starting)
Under Frequency
Stator Ground
Reverse Power
138 KV Bus Lockout
Trip Pushbutton
56
<PAGE>
[GRAPHIC OMITTED]
57
<PAGE>
GENERATING COMPANY REAL-TIME DATA TO TRANSMISSION
PROVIDER
Real Power Output (MW), Instantaneous
Real Power Output (MW), Integrated
Reactive Power Output (MVAR), Instantaneous
Reactive Power Output (MVAR), Integrated
Current Output (Amps), Instantaneous
Voltage Output (Volts), Instantaneous
58
<PAGE>
EXHIBIT 2. CONTACT INFORMATION
Issuance Date:
----------
Revised Date:
----------
A. GENERATING COMPANY'S SITE REPRESENTATIVES
--------------- ------------- -------------- -------------- --------------------
FACILITY TITLE PHONE FAX MAILING ADDRESS
--------------- ------------- -------------- -------------- --------------------
Valley Power Plant Team 414-221-2426 414-221-3799 1035 W. Canal St.
Plant Leader Milwaukee, WI 53233
--------------- ------------- -------------- -------------- --------------------
B. TRANSMISSION PROVIDER'S SITE REPRESENTATIVES
--------------- ------------- -------------- ----------------------------------
TITLE PHONE FAX MAILING ADDRESS
--------------- ------------- -------------- ----------------------------------
System Control 262-544-7002 262-544-7099 W237 N1500 Busse Rd
Supr. Waukesha, WI 7099
--------------- ------------- -------------- ----------------------------------
59
<PAGE>
EXHIBIT 3. [RESERVED]
60
<PAGE>
EXHIBIT 4. UNIT SPECIFIC CHARACTERISTICS AND SPECIAL
OPERATING PROCEDURES
Issuance Date:
----------
Revised Date:
----------
UNIT NAME: Valley 1
FREQUENCY LIMITS:
The following frequency limits are required to protect the turbine from blading
damage:
No less than 58.8 Hz nor more than 61.2 Hz for 90 minutes
No less than 58.2 Hz nor more than 61.8 Hz for 10 minutes
No less than 57.6 Hz nor more than 62.4 Hz for 1 minute
OPERATION PROCEDURES:
BP-1 Islanded Operation
BP-2 From Normal or Power Island Operation to Isolated Operation
BP-3 Emergency Operating Procedure - Black Plant Outage
BP-4 Black Plant Startup With Diesel Generator
EOP-21 Loss of Field
EOP-22 Failure of Generator 138KV OCB
EOP-26 System Frequency Decline
GENERATOR REACTIVE CAPABILITY CURVE:
(See attached G.E. Dwg C258T5-2)
OPERATIONS AND MAINTENANCE SERVICES PROVIDED:
Services for electric, water, storm drains, and fire protection that
were existing on January 1, 2001 will continue to be provided.
61
<PAGE>
[GRAPHIC OMITTED]
62
<PAGE>
EOP-21
GENERATOR LOSS OF FIELD
1.0 DISCUSSION
1.1 The purpose of this procedure is to outline the
actions that happen when generator field current and
voltage decay to less than the required values for the
MW load to the generator.
2.0 SYMPTOMS
2.1 Alarm - loss of excitation.
2.2 Var meter indicating excessive vars "in".
2.3 Field voltage decaying or unstable.
2.4 Field amps decaying or unstable.
3.0 IMMEDIATE ACTION
3.1 Automatic Action
3.1.1 Loss of excitation timer starts. If trend is
not reversed toward a stable condition in a
few seconds, turbine generator will trip out.
3.1.2 Alarm generator field ACB auto trip-turbine
generator will trip.
3.2 Manual Action
3.2.1 Use manual adjuster to raise var loading on
generator before turbine generator trips out
through loss of excitation timer.
4.0 SUBSEQUENT ACTION
4.1 Correct cause of field fluctuation and return unit to
normal operation.
5.0 UNAFFECTED UNIT ACTION
63
<PAGE>
5.1 None.
64
<PAGE>
EOP22
FAILURE OF GENERATOR 138KV OCB
1.0 DISCUSSION
1.1 For the purpose of this procedure the
turbine/generator is considered being removed from
service under a controlled shutdown and the generator
138KV OCB fails to open.
2.0 SYMPTOMS
2.1 Following normal turbine/generator shutdown
procedures, the turbine steam inlet valves have been
completely closed, generator reverse power has been
confirmed, the turbine main steam stop valve has been
tripped and confirmed closed, and the generator 138KV
OCB has failed to open through action of the generator
reverse power relay.
3.0 IMMEDIATE ACTION
3.1 Automatic Action
3.1.1 None
NOTE: If the reverse power relay functions and the
generator OCB has failed to open because of a
mechanical problem the generator D.C. field
breaker will auto trip to the open position
through action of the generator reverse power
relay.
3.2 Manual Action
3.2.1 Attempt to open the generator 138KV OCB by
moving the OCB breaker switch to the open
position. If the OCB fails to open,
immediately move the OCB switch to the closed
position, reset the turbine and stabilize the
turbine/generator by placing 3-4 MW load on
the generator.
CAUTION: If the generator D.C. field breaker has auto
tripped open, generator field will need to be
65
<PAGE>
supplied following established procedure.
3.2.2 Inform the System Control Supervisor of the
generator 138KV OCB failure to open and
discuss with him the following steps to be
taken.
3.2.3 The Shift Superintendent is to conduct a
meeting with all plant personnel that are to
preform operations during the following steps
to ensure everyone understands the specific
sequence of operation.
3.2.4 Using radio communication, and with all
operations directed by the Shift
Superintendent, attempt to manually open the
generator 138KV OCB in the switchyard in the
following sequence.
3.2.4.1 The Plant Electrician is stationed
in the switchyard at the generator
138KV OCB.
3.2.4.2 The Shift Superintendent directs
the Control Operator to completely
close the turbine steam inlet
valves, confirm that a generator
reverse power condition exists and
then trip the turbine.
3.2.4.3 Immediately after the turbine has
been tripped, the Shift
Superintendent is to direct the
Plant Electrician to manually open
the generator 138KV OCB. If the
OCB opens, immediately move the
generator 138KV OCB switch to the
open position and open the
generator D.C. field breaker. If
the OCB still fails to open,
immediately reset the turbine and
stabilize by placing 3-4 MW load on
the generator.
CAUTION: The above operations are to be done in a
66
<PAGE>
controlled but rapid manner to limit generator
motorizing time.
3.2.5 The Shift Superintendent is to inform
the System Control Supervisor that all
attempts to open the generator 138KV OCB
have failed and that the 138KV bus
section the generator is connected to
will need to be isolated.
NOTE: For Unit 1, remind the System Control
Supervisor that bus section 0 must
remain energized to maintain plant
auxiliary power through transformer 304.
The 138KV bus section isolation and
removal of the turbine/generator from
service will need to be closely
coordinated between the Shift
Superintendent and the System Control
Supervisor and shall be done in the
following manner:
3.2.5.1 For the bus section to be
isolated, the System Control
Supervisor should open all
necessary 138KV breakers
except one. Before the System
Control Supervisor has the
last 138KV bus section breaker
opened the Shift
Superintendent is to have the
Control Operator completely
close the turbine steam inlet
valves, confirm that a
generator reverse power
condition exists, and then
trip the turbine. The Shift
Superintendent will then have
the System Control Supervisor
open the last 138KV bus
section breaker and have the
Control Operator open the
generator D.C. field breaker
immediately after the last
67
<PAGE>
138KV bus section is opened.
CAUTION: The above operations are to be done in a
controlled but rapid manner to limit generator
motorizing time.
4.0 SUBSEQUENT ACTION
4.1 After the 138KV bus section for the affected unit has
been isolated, request the System Control Supervisor
to give switching orders to the Plant Electrician to
open the generator OCB 138KV disconnects and place a
hold off tag for the Shift Superintendent.
4.2 After step 4.1 is completed, the System Control
Supervisor will re-energize the isolated 138KV bus
section as he deems necessary.
5.0 UNAFFECTED UNIT ACTION
5.1 None
68
<PAGE>
EOP-26
SYSTEM FREQUENCY DECLINE
1.0 DISCUSSION
1.1 The purpose of this procedure is to outline the
actions to take in the event system frequency begins
to decline.
2.0 SYMPTOMS
2.1 Frequency meter or DCS will show
less than 60Hz.
2.2 RPM indicator will show less than 3600 rpm. "Speed Deviation
Possible Island" alarm will sound at 3590 RPM.
2.3 Under frequency alarm will sound at approximately 59.5
Hz).(3570 RPM)
2.4 Under frequency trip at 57 Hz. (3420 RPM)
2.5 Oscillograph and/or switchhouse alarms.
3.0 IMMEDIATE ACTION ISLANDING
3.1 When 58.3 Hz is reached, System Control will arrange
for the necessary switching to island Valley Power
Plant with load to match generation ability. Be aware
that SCC may not be immediately aware that VAPP is islanded.
3.2 If System Control has not contacted Valley Power Plant
at 58.3 Hz, the Control Operator or Supervisor should
contact System Control to make islanding arrangements.
3.3 If the SCC does confirm that the unit is islanded, the
plant should take immediate measures to maintain
turbine/generator speed as close to 3600 rpm as possible.
The plant, working with SCC, should determine if one or
both of the units (if both units are on line) is needed to
sustain the load. There are two ways to proceed:
3.3.1 If SCC indicates that the plant can be re-synchronized
with the grid in a short time (5-10 minutes), put the
unit(s) in "boiler follow mode". Do this by taking the
69
<PAGE>
Mark V turbine controls to "remote off". This will
force the DCS turbine master to manual and the DCS into
boiler follow mode. Control turbine speed using the load
raise and load lower buttonson the Mark V turbine
controls. The boiler master will move the boilers up or
down to maintain the throttle pressure setpoint. This
will work if the island load is not moving around too much.
3.3.2 If SCC indicates that the plant will be stuck in an island
for and extended period of time, one of the units turbine
controls should be put in "isochronous control mode". The
other unit (if both are needed) should be put in "boiler
follow mode". The non-isochronous mode turbine will be
used in a "block loading" fashion to maintain the
isochronousmode turbine in a reasonable steam flow range
(using the procedure outlined in #1 above). This is
analogous to the PRV/FCV relationship on the district heating
system.
3.3.3 Entering Isochronous Control Mode
3.3.4 Put the Mark V turbine controls into "remote off" (this
will in turn put the turbine master to manual). This will
put the DCS controls into "boiler follow mode".
3.3.5 Entering isochronous mode first requires an external
permissive to be set through DCS. (to prevent accidentally
entering isoch mode). Do this by enabling the isochronous
mode permissive from DCS as follows: Display the GE MKV
TURB CTL graphic (select from the master menu). Select
the ISOCHRONOUS CONTROL button on that display. This will
bring up a subwindow. Select P7 on the keyboard to enable
isochronous mode from DCS.
3.3.6 From the Mark V unit control graphic, adjust the turbine
speed to get back to 3600 rpm using the load raise and
load lower buttons.
3.3.7 Display the Isochronous control graphic on the Mark V.
Ensure that the "isoch permissive" from DCS is "MET"
(lower left corner of the graphic). Then select the
ISOCHRONOUS IN button and then select EXECUTE to enter
isochronous control mode.
3.3.8 If both units are on line, ramp load up and down (using
70
<PAGE>
the Mark V load raise and load lower buttons) to
maintain the unit load on the isochronous control turbine
within the capabilities of the boilers.
4.0 PRECAUTIONS AND LIMITATIONS
4.1 Generator Frequency Limitations
4.1.1 58.8 HZ (3528 RPM) 90 minute Maximum
58.2 HZ (3492 RPM) 10 minute Maximum
57.6 HZ (3456 RPM) 1 minute Maximum
5.0 GENERATOR CURRENT LIMITS
5.1 At speeds below normal the following table is to be used as a guide.
GENERATOR CURRENT LIMITS AT REDUCED SPEEDS
(Stator Amp. / Rotor Amp.)
Speed Generator Hydrogen Pressure
RPM/Hz 30 psig 15psig 0.5 psig
3600/60.0 6694A/768A 6158A/725A 4686A/610A
3594/59.9 6672A/765A 6137A/723A 4670A/608A
3588/59.8 6649A/763A 6117A/720A 4655A/606A
3582/59.7 3327A/760A 6097A/718A 4639A/604A
3576/59.6 6605A/758A 6076A/715A 4624A/602A
3570/59.5 6583A/755A 6056A/713A 4608A/600A
3564/59.4 6561A/753A 6035A/711A 4593A/598A
3558/59.3 6539A/750A 6015A/708A 4577A/596A
3552/59.2 6517A/748A 5995A/706A 4562A/594A
3546/59.1 6495A/745A 5975A/703A 4546A/592A
3540/59.0 6473A/743A 5954A/701A 4531A/590A
3534/58.9 6451A/740A 5934A/699A 4516A/588A
3528/58.8 6429A/738A 5914A/696A 4500A/586A
3522/58.7 6407A/735A 5894A/694A 4485A/584A
3516/58.6 6385A/733A 5874A/692A 4470A/582A
3510/58.5 6363A/730A 5854A/689A 4455A/580A
3504/58.4 6342A/728A 5834A/687A 4439A/578A
3498/58.3 6320A/725A 5814A/684A 4424A/576A
3492/58.2 6298A/723A 5794A/682A 4409A/574A
3486/58.1 6277A/720A 5774A/680A 4394A/572A
3480/58.0 6255A/718A 5754A/677A 4379A/570A
6.0 RETURNING FROM AN ISLAND
71
<PAGE>
6.1 Good communication with System Control is essential when
returning from an island situation.
6.2 Ensure that both units are off Isochronous control before
coming off an island.
72
<PAGE>
EXHIBIT 5. [RESERVED]
73
<PAGE>
EXHIBIT 6. EASEMENTS
NOT APPLICABLE FOR GENERATORS INTERCONNECTED PRIOR TO JANUARY 1, 2001.
74
<PAGE>
EXHIBIT 7. REQUIRED SYSTEM UPGRADES
NOT APPLICABLE FOR GENERATORS INTERCONNECTED PRIOR TO JANUARY 1, 2001.
75
<PAGE>
EXHIBIT 8. OPTIONAL SYSTEM UPGRADES
NOT APPLICABLE FOR GENERATORS INTERCONNECTED PRIOR TO JANUARY 1, 2001.
76
<PAGE>
EXHIBIT 9. METERING POINTS
(a) Meters shall meet or exceed the latest version of American
National Standard Institute (ANSI) C12.20 (Electricity Meters
0.2 and 0.5 accuracy class).
(b) Current transformers used for metering shall meet or exceed an
accuracy class of three tenths of one percent (0.3%). Connected
burdens shall not exceed the burden rating of any current
transformer. Instrument Transformers shall comply with
applicable ANSI Standards including: C57.13-IEEE Standard
Requirements for Instrument Transformers; C12.11 - Instrument
Transformers for Revenue Metering 10kv through 350 kv BIL.
Manufacturer shall include accuracy and burden class information
on the nameplate of each device.
(c) Voltage transformers used for metering shall meet or exceed an
accuracy class of three tenths of one percent (0.3%). Connected
burdens shall not exceed the burden rating of any voltage
transformer. Instrument Transformers shall comply with
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;
C93.1 - Power Line Carrier Coupling Capacitors and Coupling
Capacitor Voltage Transformers (CCVT). Manufacturer shall
include accuracy and burden class information on the nameplate
of each device.
77
<PAGE>
EXHIBIT 10. DISPUTE RESOLUTION PROCEDURES
SECTION 4.1 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 all 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 4.2 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 parties to the dispute. 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 4.1
is applicable, notify the parties to the dispute 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 4.3 Selection of Arbitrator.
-----------------------
The parties agree that arbitration initiated under this Agreement shall be
conducted (i) for members of ATC LLC under the Provisions of the ATC LLC
Operating Agreement o (ii) for nonmembers of ATC LLC before a single neutral
arbitrator appointed by the parties. If the parties under ss. (ii) 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 4.4 Procedures.
----------
The parties shall compile and make available to the arbitrator and the parties
standard procedures for the arbitration of disputes, either from the standard
procedures of the ATCLLC Operating Agreement or from the American Arbitration
78
<PAGE>
Association, as mutually agreed by the Parties, or as the arbitrator deem
appropriate. Upon selection of the arbitrator, arbitration shall go forward in
accordance with applicable procedures.
SECTION 4.5 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 the arbitrator to render a written interim decision
requiring that any action or decision that is the subject of a dispute not be
put into effect, or imposing such other interim measures as the arbitrator deem
necessary or appropriate,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 4.6 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 4.7 Evidentiary Hearing.
-------------------
The procedures established by the arbitrator shall provide for an evidentiary
hearing, with provision for the cross-examination of witnesses, unless all
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
79
<PAGE>
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 which is covered by
the attorney-client privilege, the accountant-client privilege, other
evidentiary privileges, or the attorney-work product doctrine. Any party or
parties may arrange for the preparation of a record 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 4.8 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. Any person disclosing
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
80
<PAGE>
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 4.9 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 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 4.10 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 the evidence in the record; the
relevant agreements between the parties and 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 4.11 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 4.12 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) or as
provided in Chapter 788 of the Wisconsin Statutes. Any party may petition any
81
<PAGE>
state or federal court having jurisdiction to enter judgment upon the
arbitration award.
SECTION 4.13 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 4.2 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 and the Company,
whether or not the FERC or state regulatory authority concludes that such party
has waived its right to invoke FERC or state regulatory jurisdiction.
(i) Provide such oversight and supervision of the dispute resolution
processes and procedures instituted pursuant to this Exhibit as may be
appropriate to facilitate the prompt, efficient, fair, and equitable resolution
of disputes.
82
