small generator interconnection agreement - Southern California ...
small generator interconnection agreement - Southern California ...
small generator interconnection agreement - Southern California ...
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<strong>Southern</strong> <strong>California</strong> Edison CompanyTariff Title: Transmission Owner TariffTariff Record Title: Service Agreement No. 116Title PageFERC FPA Electric TariffSMALL GENERATOR INTERCONNECTION AGREEMENT(SGIA)AMONGTA-HIGH DESERT LLCANDSOUTHERN CALIFORNIA EDISON COMPANYANDCALIFORNIA INDEPENDENT SYSTEM OPERATORCORPORATIONPROJECT: Antelope Power Plant TOT427 (Q531A)Contract Effective Date: 12/30/11 Tariff Record Proposed Effective Date: 04/07/13906.116.2 Version Number: 2.0.0TOT427Option Code: A
Page No. 1TABLE OF CONTENTSSMALL GENERATOR INTERCONNECTION AGREEMENT ........................................................ 4ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT ......................................................... 51.1 ............................................................................................................................................................. 51.2 ............................................................................................................................................................. 51.3 ............................................................................................................................................................. 51.4 ............................................................................................................................................................. 51.5 Responsibilities of the Parties ....................................................................................................... 51.5.1 ...................................................................................................................................................... 51.5.2 ...................................................................................................................................................... 51.5.3 ...................................................................................................................................................... 51.5.4 ...................................................................................................................................................... 61.5.5 ...................................................................................................................................................... 61.5.6 ...................................................................................................................................................... 61.5.7 ...................................................................................................................................................... 61.6 Parallel Operation Obligations ...................................................................................................... 61.7 Metering ........................................................................................................................................ 71.8 Reactive Power ............................................................................................................................. 71.8.1 ...................................................................................................................................................... 71.8.2 ...................................................................................................................................................... 71.9 ............................................................................................................................................................. 7ARTICLE 2. INSPECTION, TESTING, AUTHORIZATION, AND RIGHT OF ACCESS ....................... 72.1 Equipment Testing and Inspection ................................................................................................ 72.1.1 ...................................................................................................................................................... 72.1.2 ...................................................................................................................................................... 72.2 Authorization Required Prior to Parallel Operation ....................................................................... 82.2.1 ...................................................................................................................................................... 82.2.2 ...................................................................................................................................................... 82.3 Right of Access to Premises ......................................................................................................... 82.3.1 ...................................................................................................................................................... 82.3.2 ...................................................................................................................................................... 82.3.3 ...................................................................................................................................................... 9ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, AND DISCONNECTION ........................... 93.1 Effective Date ................................................................................................................................ 93.2 Term of Agreement ....................................................................................................................... 93.3 Termination ................................................................................................................................... 93.3.1 ...................................................................................................................................................... 93.3.2 ...................................................................................................................................................... 93.3.3 ...................................................................................................................................................... 93.3.4 ...................................................................................................................................................... 93.4 Temporary Disconnection ........................................................................................................... 103.4.1 Emergency Conditions ........................................................................................................ 103.4.2 Routine Maintenance, Construction, and Repair ................................................................ 103.4.3 Forced Outages ................................................................................................................... 113.4.4 Adverse Operating Effects .................................................................................................. 113.4.5 Modification of the Small Generating Facility ...................................................................... 123.4.6 Reconnection ...................................................................................................................... 12ARTICLE 4. COSTS FOR INTERCONNECTION FACILITIES & DISTRIBUTION UPGRADES .......... 124.1 Interconnection Facilities ............................................................................................................. 124.1.1 .................................................................................................................................................... 124.1.2 .................................................................................................................................................... 124.2 Distribution Upgrades .................................................................................................................. 12ARTICLE 5. COST RESPONSIBILITY FOR NETWORK UPGRADES .......................................... 13
Page No. 25.1 Applicability ................................................................................................................................. 135.2 Network Upgrades ...................................................................................................................... 135.3 Transmission Credits .................................................................................................................. 135.3.1 Repayment of Amounts Advanced for Network Upgrades ................................................. 135.3.2 Special Provisions for Affected Systems ............................................................................ 145.3.3 Rights Under Other Agreements ......................................................................................... 14ARTICLE 6. BILLING, PAYMENT, MILESTONES, AND FINANCIAL SECURITY ........................... 146.1 Billing and Payment Procedures and Final Accounting .............................................................. 146.1.1 .................................................................................................................................................... 146.1.2 .................................................................................................................................................... 156.2 Milestones ................................................................................................................................... 156.3 Financial Security Arrangements for Small Generating Facilities Processed Under the FastTrack Process or Small Generating Facilities Processed under SGIP ................................................... 156.3.1 .................................................................................................................................................... 166.3.2 .................................................................................................................................................... 166.3.3 .................................................................................................................................................... 166.4 Financial Security Arrangements for All Other Small Generating Facilities ................................ 166.4.1 .................................................................................................................................................... 176.4.2 .................................................................................................................................................... 17ARTICLE 7. ASSIGNMENT, LIABILITY, INDEMNITY, FORCE MAJEURE, AND DEFAULT ............. 177.1 Assignment .................................................................................................................................. 177.1.1 .................................................................................................................................................... 177.1.2 .................................................................................................................................................... 177.1.3 .................................................................................................................................................... 177.2 Limitation of Liability .................................................................................................................... 187.3 Indemnity ..................................................................................................................................... 187.3.1 .................................................................................................................................................... 187.3.2 .................................................................................................................................................... 187.3.3 .................................................................................................................................................... 187.3.4 .................................................................................................................................................... 187.3.5 .................................................................................................................................................... 187.4 Consequential Damages ............................................................................................................. 197.5 Force Majeure ............................................................................................................................. 197.5.1 .................................................................................................................................................... 197.5.2 .................................................................................................................................................... 197.6 Default ......................................................................................................................................... 197.6.1 .................................................................................................................................................... 197.6.2 .................................................................................................................................................... 20ARTICLE 8. INSURANCE ................................................................................................... 208.1 ........................................................................................................................................................... 208.2 ........................................................................................................................................................... 208.3 ........................................................................................................................................................... 218.4 ........................................................................................................................................................... 21ARTICLE 9. CONFIDENTIALITY .......................................................................................... 219.1 ........................................................................................................................................................... 219.2 ........................................................................................................................................................... 219.2.1 .................................................................................................................................................... 219.2.2 .................................................................................................................................................... 219.3 ........................................................................................................................................................... 21ARTICLE 10. DISPUTES .................................................................................................... 2210.1 ......................................................................................................................................................... 2210.2 ......................................................................................................................................................... 2210.3 ......................................................................................................................................................... 2210.4 ......................................................................................................................................................... 2210.5 ......................................................................................................................................................... 22
Page No. 310.6 ......................................................................................................................................................... 22ARTICLE 11. TAXES ......................................................................................................... 2211.1 ......................................................................................................................................................... 2211.2 ......................................................................................................................................................... 22ARTICLE 12. MISCELLANEOUS .......................................................................................... 2312.1 Governing Law, Regulatory Authority, and Rules ................................................................... 2312.2 Amendment ............................................................................................................................. 2312.3 No Third-Party Beneficiaries ................................................................................................... 2312.4 Waiver ..................................................................................................................................... 2312.4.1 .................................................................................................................................................. 2312.4.2 .................................................................................................................................................. 2312.5 Entire Agreement .................................................................................................................... 2312.6 Multiple Counterparts .............................................................................................................. 2412.7 No Partnership ........................................................................................................................ 2412.8 Severability .............................................................................................................................. 2412.9 Security Arrangements ............................................................................................................ 2412.10 Environmental Releases ......................................................................................................... 2412.11 Subcontractors ........................................................................................................................ 2512.11.1 ................................................................................................................................................ 2512.11.2 ................................................................................................................................................ 2512.12 Reservation of Rights .............................................................................................................. 25ARTICLE 13. NOTICES ...................................................................................................... 2613.1 General .................................................................................................................................... 2613.2 Billing and Payment ................................................................................................................ 2713.3 Alternative Forms of Notice ..................................................................................................... 2713.4 Designated Operating Representative .................................................................................... 2813.5 Changes to the Notice Information.......................................................................................... 29Article 14. Signatures .............................................................................................................................. 29ATTACHMENT 1 ............................................................................................................... 31ATTACHMENT 2 ............................................................................................................... 34ATTACHMENT 3 ............................................................................................................... 52ATTACHMENT 4 ............................................................................................................... 53ATTACHMENT 5 ............................................................................................................... 56ATTACHMENT 6 ............................................................................................................... 64ATTACHMENT 7 ............................................................................................................... 68ATTACHMENT 8 ............................................................................................................... 71
Page No. 4SMALL GENERATOR INTERCONNECTION AGREEMENTThis Small Generator Interconnection Agreement ("Agreement") is made and enteredinto this ________ day of ________________, 20___, by <strong>Southern</strong> <strong>California</strong> EdisonCompany , a corporation organized and existing under the laws of the State of<strong>California</strong> ("Participating TO"), the <strong>California</strong> Independent System Operator Corporation,a <strong>California</strong> nonprofit public benefit corporation organized and existing under the laws ofthe State of <strong>California</strong> ("CAISO") and TA-High Desert LLC, a limited liability companyorganized and existing under the laws of the State of <strong>California</strong> ("InterconnectionCustomer") each hereinafter sometimes referred to individually as "Party" or referred tocollectively as the "Parties."Participating TO InformationParticipating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152E-mail Address:william.law@sce.comCAISO InformationAttention: Mr. Brij Basho, Contracts Negotiator LeadAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 608-7136 Fax: (916) 608-7292E-mail: bbasho@caiso.comInterconnection Customer InformationInterconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650E-mail Address: vivek.nayak@tuusso.comInterconnection Customer Queue Position number: Q531AIn consideration of the mutual covenants set forth herein, the Parties agree as follows:
Page No. 5ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT1.1 This Agreement shall be used for all Small Generating Facility InterconnectionRequests submitted under the applicable <strong>generator</strong> procedure (either theGenerator Interconnection Procedures (GIP) set forth in Appendix Y or the SmallGenerator Interconnection Procedures (SGIP) set forth in Appendix S) except forthose submitted under the 10 kW Inverter Process contained in GIP Appendix7or SGIP Attachment 5. For those Interconnection Requests, Appendix 7 andAttachment 5 contain the terms and conditions which serve as theInterconnection Agreement1.2 This Agreement governs the terms and conditions under which theInterconnection Customer’s Small Generating Facility will interconnect with, andoperate in parallel with, the Participating TO’s Transmission System.1.3 This Agreement does not constitute an <strong>agreement</strong> to purchase or deliver theInterconnection Customer's power. The purchase or delivery of power and otherservices that the Interconnection Customer may require will be covered underseparate <strong>agreement</strong>s, if any. The Interconnection Customer will be responsiblefor separately making all necessary arrangements (including scheduling) fordelivery of electricity in accordance with the CAISO Tariff.1.4 Nothing in this Agreement is intended to affect any other <strong>agreement</strong> between oramong the Parties.1.5 Responsibilities of the Parties1.5.1 The Parties shall perform all obligations of this Agreement in accordancewith all Applicable Laws and Regulations, Operating Requirements, andGood Utility Practice. The Parties shall use the Large GeneratorInterconnection Agreement (CAISO Tariff Appendix V or Appendix Z, asapplicable) to interpret the responsibilities of the Parties under thisAgreement.1.5.2 The Interconnection Customer shall construct, interconnect, operate andmaintain its Small Generating Facility and construct, operate, and maintainits Interconnection Facilities in accordance with the applicablemanufacturer's recommended maintenance schedule, and in accordancewith this Agreement, and with Good Utility Practice.1.5.3 The Participating TO shall construct, operate, and maintain itsInterconnection Facilities and Upgrades in accordance with thisAgreement, and with Good Utility Practice. The CAISO and theParticipating TO shall cause the Participating TO’s Transmission Systemto be operated and controlled in a safe and reliable manner and inaccordance with this Agreement.
Page No. 61.5.4 The Interconnection Customer agrees to construct its facilities or systemsin accordance with applicable specifications that meet or exceed thoseprovided by the National Electrical Safety Code, the American NationalStandards Institute, IEEE, Underwriter's Laboratory, and OperatingRequirements in effect at the time of construction and other applicablenational and state codes and standards. The Interconnection Customeragrees to design, install, maintain, and operate its Small GeneratingFacility so as to reasonably minimize the likelihood of a disturbanceadversely affecting or impairing the system or equipment of theParticipating TO and any Affected Systems. The InterconnectionCustomer shall comply with the Participating TO’s InterconnectionHandbook. In the event of a conflict between the terms of this Agreementand the terms of the Participating TO’s Interconnection Handbook, theterms in this Agreement shall govern.1.5.5 Each Party shall operate, maintain, repair, and inspect, and shall be fullyresponsible for the facilities that it now or subsequently may own unlessotherwise specified in the Attachments to this Agreement. Each Partyshall be responsible for the safe installation, maintenance, repair andcondition of their respective lines and appurtenances on their respectivesides of the point of change of ownership. The Participating TO and theInterconnection Customer, as appropriate, shall provide InterconnectionFacilities that adequately protect the CAISO Controlled Grid, theParticipating TO’s electric system, the Participating TO’s personnel, andother persons from damage and injury. The allocation of responsibility forthe design, installation, operation, maintenance and ownership ofInterconnection Facilities shall be delineated in the Attachments to thisAgreement.1.5.6 The Participating TO and the CAISO shall coordinate with AffectedSystems to support the <strong>interconnection</strong>.1.5.7 [This provision is intentionally omitted.]1.6 Parallel Operation ObligationsOnce the Small Generating Facility has been authorized to commence paralleloperation, the Interconnection Customer shall abide by all rules and procedurespertaining to the parallel operation of the Small Generating Facility in the CAISOBalancing Authority Area, including, but not limited to; 1) the rules andprocedures concerning the operation of generation set forth in the CAISO Tarifffor the CAISO Controlled Grid and; 2) the Operating Requirements set forth inAttachment 5 of this Agreement.
Page No. 71.7 MeteringThe Interconnection Customer shall be responsible for the reasonable andnecessary cost for the purchase, installation, operation, maintenance, testing,repair, and replacement of metering and data acquisition equipment specified inAttachments 2 and 3 of this Agreement. The Interconnection Customer'smetering (and data acquisition, as required) equipment shall conform toapplicable industry rules and Operating Requirements.1.8 Reactive Power1.8.1 The Interconnection Customer shall design its Small Generating Facility tomaintain a composite power delivery at continuous rated power output atthe terminals of each generating unit at a power factor within the range of0.95 leading to 0.90 lagging, unless the CAISO has established differentrequirements that apply to all similarly situated <strong>generator</strong>s in the CAISOBalancing Authority Area on a comparable basis. The requirements of thisparagraph shall not apply to wind <strong>generator</strong>s and the requirements ofAttachment 7 shall apply instead.1.8.2 Payment to the Interconnection Customer for reactive power that theSmall Generating Facility provides or absorbs when the CAISO requeststhe Interconnection Customer to operate its Small Generating Facilityoutside the range specified in Article 1.8.1 will be made by the CAISO inaccordance with the applicable provisions of the CAISO Tariff.1.9 Capitalized terms used herein shall have the meanings specified in the Glossaryof Terms in Attachment 1 or the body of this Agreement.ARTICLE 2. INSPECTION, TESTING, AUTHORIZATION, AND RIGHT OF ACCESS2.1 Equipment Testing and Inspection2.1.1 The Interconnection Customer shall test and inspect its Small GeneratingFacility and Interconnection Facilities prior to <strong>interconnection</strong>. TheInterconnection Customer shall notify the Participating TO and the CAISOof such activities no fewer than five (5) Business Days (or as may beagreed to by the Parties) prior to such testing and inspection. Testing andinspection shall occur on a Business Day. The Participating TO and theCAISO may, at their own expense, send qualified personnel to the SmallGenerating Facility site to inspect the <strong>interconnection</strong> and observe thetesting. The Interconnection Customer shall provide the Participating TOand the CAISO a written test report when such testing and inspection iscompleted.2.1.2 The Participating TO and the CAISO shall provide the InterconnectionCustomer written acknowledgment that they have received the
Page No. 8Interconnection Customer's written test report. Such writtenacknowledgment shall not be deemed to be or construed as anyrepresentation, assurance, guarantee, or warranty by the Participating TOor the CAISO of the safety, durability, suitability, or reliability of the SmallGenerating Facility or any associated control, protective, and safetydevices owned or controlled by the Interconnection Customer or thequality of power produced by the Small Generating Facility.2.2 Authorization Required Prior to Parallel Operation2.2.1 The Participating TO and the CAISO shall use Reasonable Efforts to listapplicable parallel operation requirements in Attachment 5 of thisAgreement. Additionally, the Participating TO and the CAISO shall notifythe Interconnection Customer of any changes to these requirements assoon as they are known. The Participating TO and the CAISO shall makeReasonable Efforts to cooperate with the Interconnection Customer inmeeting requirements necessary for the Interconnection Customer tocommence parallel operations by the in-service date.2.2.2 The Interconnection Customer shall not operate its Small GeneratingFacility in parallel with the Participating TO’s Transmission System withoutprior written authorization of the Participating TO. The Participating TOwill provide such authorization to the Interconnection Customer and theCAISO once the Participating TO receives notification that theInterconnection Customer has complied with all applicable paralleloperation requirements. Such authorization shall not be unreasonablywithheld, conditioned, or delayed.2.3 Right of Access to Premises2.3.1 Upon reasonable notice, the Participating TO and the CAISO may send aqualified person to the premises of the Interconnection Customer at orimmediately before the time the Small Generating Facility first producesenergy to inspect the <strong>interconnection</strong>, and observe the commissioning ofthe Small Generating Facility (including any required testing), startup, andoperation for a period of up to three (3) Business Days after initial start-upof the unit. In addition, the Interconnection Customer shall notify theParticipating TO and the CAISO at least five (5) Business Days prior toconducting any on-site verification testing of the Small Generating Facility.2.3.2 Following the initial inspection process described above, at reasonablehours, and upon reasonable notice, or at any time without notice in theevent of an emergency or hazardous condition, the Participating TO andthe CAISO shall have access to the Interconnection Customer's premisesfor any reasonable purpose in connection with the performance of theobligations imposed on it by this Agreement or if necessary to meet itslegal obligation to provide service to its customers.
Page No. 92.3.3 Each Party shall be responsible for its own costs associated with followingthis article.ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, AND DISCONNECTION3.1 Effective DateThis Agreement shall become effective upon execution by the Parties subject toacceptance by FERC (if applicable), or if filed unexecuted, upon the datespecified by the FERC. The Participating TO and the CAISO shall promptly filethis Agreement with the FERC upon execution, if required.3.2 Term of AgreementThis Agreement shall become effective on the Effective Date and shall remain ineffect for a period of twenty-five (25) years from the Effective Date and shall beautomatically renewed for each successive one-year period thereafter, unlessterminated earlier in accordance with Article 3.3 of this Agreement.3.3 TerminationNo termination shall become effective until the Parties have complied with allApplicable Laws and Regulations applicable to such termination, including thefiling with FERC of a notice of termination of this Agreement (if required), whichnotice has been accepted for filing by FERC.3.3.1 The Interconnection Customer may terminate this Agreement at any timeby giving the Participating TO and the CAISO twenty (20) Business Dayswritten notice.3.3.2 Any Party may terminate this Agreement after Default pursuant toArticle 7.6.3.3.3 Upon termination of this Agreement, the Small Generating Facility will bedisconnected from the CAISO Controlled Grid. All costs required toeffectuate such disconnection shall be borne by the terminating Party,unless such termination resulted from the non-terminating Party’s Defaultof this Agreement or such non-terminating Party otherwise is responsiblefor these costs under this Agreement.3.3.4 The termination of this Agreement shall not relieve any Party of itsliabilities and obligations, owed or continuing at the time of termination.3.3.5 The provisions of this article shall survive termination or expiration of thisAgreement.
Page No. 103.4 Temporary DisconnectionTemporary disconnection of the Small Generating Facility or associatedInterconnection Facilities shall continue only for so long as reasonably necessaryunder Good Utility Practice.3.4.1 Emergency Conditions"Emergency Condition" shall mean a condition or situation: (1) that in thejudgment of the Party making the claim is imminently likely to endangerlife or property; (2) that, in the case of the CAISO, is imminently likely (asdetermined in a non-discriminatory manner) to cause a material adverseeffect on the security of, or damage to, the CAISO Controlled Grid or theelectric systems of others to which the CAISO Controlled Grid is directlyconnected; (3) that, in the case of the Participating TO, is imminently likely(as determined in a non-discriminatory manner) to cause a materialadverse effect on the security of, or damage to, the Participating TO’sTransmission System, the Participating TO's Interconnection Facilities,Distribution System, or the electric systems of others to which theParticipating TO’s electric system is directly connected; or (4) that, in thecase of the Interconnection Customer, is imminently likely (as determinedin a non-discriminatory manner) to cause a material adverse effect on thesecurity of, or damage to, the Small Generating Facility or theInterconnection Customer's Interconnection Facilities. Under EmergencyConditions, the CAISO or the Participating TO may immediately suspendInterconnection Service and temporarily disconnect the Small GeneratingFacility. The Participating TO or the CAISO shall notify theInterconnection Customer promptly when it becomes aware of anEmergency Condition that may reasonably be expected to affect theInterconnection Customer's operation of the Small Generating Facility orthe Interconnection Customer’s Interconnection Facilities. TheInterconnection Customer shall notify the Participating TO and the CAISOpromptly when it becomes aware of an Emergency Condition that mayreasonably be expected to affect the CAISO Controlled Grid, theParticipating TO’s Interconnection Facilities, or any Affected Systems. Tothe extent information is known, the notification shall describe theEmergency Condition, the extent of the damage or deficiency, theexpected effect on the operation of the Interconnection Customer’s orParticipating TO’s facilities and operations, its anticipated duration, andthe necessary corrective action.3.4.2 Routine Maintenance, Construction, and RepairThe Participating TO or the CAISO may interrupt <strong>interconnection</strong> serviceor curtail the output of the Small Generating Facility and temporarilydisconnect the Small Generating Facility from the CAISO Controlled Gridwhen necessary for routine maintenance, construction, and repairs on theCAISO Controlled Grid or the Participating TO’s electric system. The
Page No. 11Party scheduling the interruption shall provide the InterconnectionCustomer with (5) five Business Days notice prior to such interruption.The Party scheduling the interruption shall use Reasonable Efforts tocoordinate such reduction or temporary disconnection with theInterconnection Customer.The Interconnection Customer shall update its planned maintenanceschedules in accordance with the CAISO Tariff. The CAISO may requestthe Interconnection Customer to reschedule its maintenance as necessaryto maintain the reliability of the CAISO Controlled Grid in accordance withthe CAISO Tariff. Such planned maintenance schedules and updates andchanges to such schedules shall be provided by the InterconnectionCustomer to the Participating TO concurrently with their submittal to theCAISO.3.4.3 Forced OutagesDuring any forced outage, the Participating TO or the CAISO maysuspend <strong>interconnection</strong> service to effect immediate repairs on the CAISOControlled Grid or the Participating TO’s electric system. The ParticipatingTO or the CAISO shall use Reasonable Efforts to provide theInterconnection Customer with prior notice. If prior notice is not given, theParticipating TO or the CAISO shall, upon request, provide theInterconnection Customer written documentation after the fact explainingthe circumstances of the disconnection. The Interconnection Customershall notify CAISO, as soon as practicable, of all forced outages orreductions of the Small Generating Facility in accordance with the CAISOTariff.3.4.4 Adverse Operating EffectsThe Participating TO or the CAISO shall notify the InterconnectionCustomer as soon as practicable if, based on Good Utility Practice,operation of the Small Generating Facility may cause disruption ordeterioration of service to other customers served from the same electricsystem, or if operating the Small Generating Facility could cause damageto the CAISO Controlled Grid, the Participating TO's Transmission Systemor Affected Systems. Supporting documentation used to reach thedecision to disconnect shall be provided to the Interconnection Customerupon request. If, after notice, the Interconnection Customer fails toremedy the adverse operating effect within a reasonable time, theParticipating TO or the CAISO may disconnect the Small GeneratingFacility. The Participating TO or the CAISO shall provide theInterconnection Customer with (5) five Business Day notice of suchdisconnection, unless the provisions of Article 3.4.1 apply.
Page No. 123.4.5 Modification of the Small Generating FacilityThe Interconnection Customer must receive written authorization from theParticipating TO and the CAISO before making any change to the SmallGenerating Facility that may have a material impact on the safety orreliability of the CAISO Controlled Grid or the Participating TO’s electricsystem. Such authorization shall not be unreasonably withheld.Modifications shall be done in accordance with Good Utility Practice. Ifthe Interconnection Customer makes such modification without theParticipating TO's and the CAISO’s prior written authorization, theParticipating TO or the CAISO shall have the right to temporarilydisconnect the Small Generating Facility.3.4.6 ReconnectionThe Parties shall cooperate with each other to restore the SmallGenerating Facility, Interconnection Facilities, the Participating TO’selectric system, and the CAISO Controlled Grid to their normal operatingstate as soon as reasonably practicable following a temporarydisconnection.ARTICLE 4. COSTS FOR INTERCONNECTION FACILITIES & DISTRIBUTIONUPGRADES4.1 Interconnection Facilities4.1.1 The Interconnection Customer shall pay for the cost of the InterconnectionFacilities itemized in Attachment 2 of this Agreement. The ParticipatingTO shall provide a best estimate cost, including overheads, for thepurchase and construction of its Interconnection Facilities and provide adetailed itemization of such costs. Costs associated with InterconnectionFacilities may be shared with other entities that may benefit from suchfacilities by <strong>agreement</strong> of the Interconnection Customer, such otherentities, the CAISO, and the Participating TO.4.1.2 The Interconnection Customer shall be responsible for its share of allreasonable expenses, including overheads, associated with (1) owning,operating, maintaining, repairing, and replacing its own InterconnectionFacilities, and (2) operating, maintaining, repairing, and replacing theParticipating TO's Interconnection Facilities.4.2 Distribution UpgradesThe Participating TO shall design, procure, construct, install, and own theDistribution Upgrades described in Attachment 6 of this Agreement. If theParticipating TO and the Interconnection Customer agree, the InterconnectionCustomer may construct Distribution Upgrades that are located on land ownedby the Interconnection Customer. The actual cost of the Distribution Upgrades,including overheads, shall be directly assigned to the Interconnection Customer.
Page No. 13ARTICLE 5. COST RESPONSIBILITY FOR NETWORK UPGRADES5.1 ApplicabilityNo portion of this Article 5 shall apply unless the <strong>interconnection</strong> of the SmallGenerating Facility requires Network Upgrades.5.2 Network UpgradesThe Participating TO shall design, procure, construct, install, and own theNetwork Upgrades described in Attachment 6 of this Agreement. If theParticipating TO and the Interconnection Customer agree, the InterconnectionCustomer may construct Network Upgrades that are located on land owned bythe Interconnection Customer. Unless the Participating TO elects to pay forNetwork Upgrades, the actual cost of the Network Upgrades, includingoverheads, shall be borne initially by the Interconnection Customer.5.3 Transmission CreditsNo later than thirty (30) days prior to the Commercial Operation Date, theInterconnection Customer may make a one-time election by written notice to theCAISO and the Participating TO to receive Congestion Revenue Rights asdefined in and as available under the CAISO Tariff at the time of the election inaccordance with the CAISO Tariff, in lieu of a refund of the cost of NetworkUpgrades in accordance with Article 5.3.1.5.3.1 Repayment of Amounts Advanced for Network UpgradesUpon the Commercial Operation Date, the Interconnection Customer shallbe entitled to a repayment, equal to the total amount paid to theParticipating TO for the cost of Network Upgrades. Such amount shallinclude any tax gross-up or other tax-related payments associated withNetwork Upgrades not refunded to the Interconnection Customer, andshall be paid to the Interconnection Customer by the Participating TO on adollar-for-dollar basis either through (1) direct payments made on alevelized basis over the five-year period commencing on the CommercialOperation Date; or (2) any alternative payment schedule that is mutuallyagreeable to the Interconnection Customer and Participating TO, providedthat such amount is paid within five (5) years from the CommercialOperation Date. Notwithstanding the foregoing, if this Agreementterminates within five (5) years from the Commercial Operation Date, theParticipating TO’s obligation to pay refunds to the InterconnectionCustomer shall cease as of the date of termination. Any repayment shallinclude interest calculated in accordance with the methodology set forth inFERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date of anypayment for Network Upgrades through the date on which theInterconnection Customer receives a repayment of such payment.Interest shall continue to accrue on the repayment obligation so long as
Page No. 14this Agreement is in effect. The Interconnection Customer may assignsuch repayment rights to any person.If the Small Generating Facility fails to achieve Commercial Operation, butit or another Generating Facility is later constructed and makes use of theNetwork Upgrades, the Participating TO shall at that time reimburseInterconnection Customer for the amounts advanced for the NetworkUpgrades. Before any such reimbursement can occur, theInterconnection Customer, or the entity that ultimately constructs theGenerating Facility, if different, is responsible for identifying the entity towhich reimbursement must be made.5.3.2 Special Provisions for Affected SystemsThe Interconnection Customer shall enter into an <strong>agreement</strong> with theowner of the Affected System and/or other affected owners of portions ofthe CAISO Controlled Grid, as applicable, in accordance with theapplicable generation <strong>interconnection</strong> procedure under which the SmallGenerating Facility was processed (SGIP or GIP). Such <strong>agreement</strong> shallspecify the terms governing payments to be made by the InterconnectionCustomer to the owner of the Affected System and/or other affectedowners of portions of the CAISO Controlled Grid. In no event shall theParticipating TO be responsible for the repayment for any facilities that arenot part of the Participating TO’s Transmission System.5.3.3 Rights Under Other AgreementsNotwithstanding any other provision of this Agreement, nothing hereinshall be construed as relinquishing or foreclosing any rights, including butnot limited to firm transmission rights, capacity rights, transmissioncongestion rights, or transmission credits, that the InterconnectionCustomer shall be entitled to, now or in the future, under any other<strong>agreement</strong> or tariff as a result of, or otherwise associated with, thetransmission capacity, if any, created by the Network Upgrades, includingthe right to obtain cash reimbursements or transmission credits fortransmission service that is not associated with the Small GeneratingFacility.ARTICLE 6. BILLING, PAYMENT, MILESTONES, AND INTERCONNECTIONFINANCIAL SECURITY6.1 Billing and Payment Procedures and Final Accounting6.1.1 The Participating TO shall bill the Interconnection Customer for thedesign, engineering, construction, and procurement costs ofInterconnection Facilities and Upgrades contemplated by this Agreementon a monthly basis, or as otherwise agreed by the Parties. TheInterconnection Customer shall pay each bill within thirty (30) calendardays of receipt, or as otherwise agreed to by the Parties. Notwithstanding
Page No. 15the foregoing, any invoices between the CAISO and another Party shall besubmitted and paid in accordance with the CAISO Tariff.6.1.2 Within six (6) months of completing the construction and installation of theParticipating TO's Interconnection Facilities and/or Upgrades described inthe Attachments to this Agreement, the Participating TO shall provide theInterconnection Customer with a final accounting report of any differencebetween (1) the Interconnection Customer's cost responsibility for theactual cost of such facilities or Upgrades, and (2) the InterconnectionCustomer's previous aggregate payments to the Participating TO for suchfacilities or Upgrades. If the Interconnection Customer's cost responsibilityexceeds its previous aggregate payments, the Participating TO shallinvoice the Interconnection Customer for the amount due and theInterconnection Customer shall make payment to the Participating TOwithin thirty (30) calendar days. If the Interconnection Customer'sprevious aggregate payments exceed its cost responsibility under thisAgreement, the Participating TO shall refund to the InterconnectionCustomer an amount equal to the difference within 30 calendar days ofthe final accounting report.6.2 MilestonesThe Parties shall agree on milestones for which each Party is responsible and listthem in Attachment 4 of this Agreement. A Party's obligations under thisprovision may be extended by <strong>agreement</strong>. If a Party anticipates that it will beunable to meet a milestone for any reason other than a Force Majeure Event, asdefined in Article 7.5.1, it shall immediately notify the other Parties of thereason(s) for not meeting the milestone and (1) propose the earliest reasonablealternate date by which it can attain this and future milestones, and (2) requestappropriate amendments to Attachment 4. The Parties affected by the failure tomeet a milestone shall not unreasonably withhold <strong>agreement</strong> to such anamendment unless (1) they will suffer significant uncompensated economic oroperational harm from the delay, (2) attainment of the same milestone haspreviously been delayed, or (3) they have reason to believe that the delay inmeeting the milestone is intentional or unwarranted notwithstanding thecircumstances explained by the Party proposing the amendment.6.3 Interconnection Financial Security Arrangements for Small Generating FacilitiesProcessed Under the Fast Track Process or Small Generating FacilitiesProcessed under SGIPThe terms and conditions of this Article 6.3 shall apply only to:1. Small Generating Facilities that are no larger than 5 MW that areprocessed under the Fast Track Process under the GenerationInterconnection Procedures, CAISO Tariff Appendix Y; and
Page No. 162. Small Generating Facilities processed under the Small GenerationInterconnection Procedures set forth in CAISO Tariff Appendix S.In such case, the terms of Article 6.4 below do not apply to thisAgreement.For easy reference, the Parties shall check the Box below when this Article 6.3applies:[ xx ] THIS ARTICLE 6.3 APPLIES6.3.1 At least twenty (20) Business Days prior to the commencement of thedesign, procurement, installation, or construction of a discrete portion ofthe Participating TO's Interconnection Facilities and Upgrades, theInterconnection Customer shall provide the Participating TO, at theInterconnection Customer's option, a guarantee, a surety bond, letter ofcredit or other form of security that is reasonably acceptable to theParticipating TO and is consistent with the Uniform Commercial Code ofthe jurisdiction where the Point of Interconnection is located. Suchsecurity for payment shall be in an amount sufficient to cover the costs forconstructing, designing, procuring, and installing the applicable portion ofthe Participating TO's Interconnection Facilities and Upgrades and shallbe reduced on a dollar-for-dollar basis for payments made to theParticipating TO under this Agreement during its term.6.3.2 If a guarantee is provided, the guarantee must be made by an entity thatmeets the creditworthiness requirements of the Participating TO, andcontain terms and conditions that guarantee payment of any amount thatmay be due from the Interconnection Customer, up to an agreed-tomaximum amount.6.3.3 If a letter of credit or surety bond is provided, the letter of credit or suretybond must be issued by a financial institution or insurer reasonablyacceptable to the Participating TO and must specify a reasonableexpiration date.6.4 Interconnection Financial Security Arrangements for All Other Small GeneratingFacilitiesThe terms of this Article 6.4 apply to Small Generating Facilities that have beenprocessed under either1. the cluster study process or2. the Independent study track processof the Generation Interconnection Procedures set forth in CAISO TariffAppendix Y. In such case, the provisions of Article 6.3 do not apply to thisAgreement.In such case, the terms of Article 6.3 above do not apply to this Agreement.
Page No. 17For easy reference, the Parties shall check the Box below when this Article 6.4applies:[ ] THIS ARTICLE 6.4 APPLIES6.4.1 The Interconnection Customer is obligated to provide all necessaryInterconnection Financial Security required under Section 9 of the GIP in amanner acceptable under Section 9 of the GIP. Failure by theInterconnection Customer to timely satisfy the GIP’s requirements for theprovision of Interconnection Financial Security shall be deemed a breachof this Agreement and a condition of Default of this Agreement.6.4.2 Notwithstanding any other provision in this Agreement for notice of Defaultand opportunity to cure such Default, the CAISO or the Participating TOshall provide Interconnection Customer with written notice of any Defaultdue to timely failure to post Interconnection Financial Security, and theInterconnection Customer shall have five (5) Business Days from the dateof such notice to cure such Default by posting the required InterconnectionFinancial Security. If the Interconnection Customer fails to cure theDefault, then this Agreement shall be deemed terminated.ARTICLE 7. ASSIGNMENT, LIABILITY, INDEMNITY, FORCE MAJEURE, ANDDEFAULT7.1 AssignmentThis Agreement may be assigned by any Party upon fifteen (15) Business Daysprior written notice and opportunity to object by the other Parties; provided that:7.1.1 Any Party may assign this Agreement without the consent of the otherParties to any affiliate of the assigning Party with an equal or greater creditrating and with the legal authority and operational ability to satisfy theobligations of the assigning Party under this Agreement, provided that theInterconnection Customer promptly notifies the Participating TO and theCAISO of any such assignment;7.1.2 The Interconnection Customer shall have the right to assign thisAgreement, without the consent of the Participating TO or the CAISO, forcollateral security purposes to aid in providing financing for the SmallGenerating Facility, provided that the Interconnection Customer willpromptly notify the Participating TO and the CAISO of any suchassignment.7.1.3 Any attempted assignment that violates this article is void and ineffective.Assignment shall not relieve a Party of its obligations, nor shall a Party'sobligations be enlarged, in whole or in part, by reason thereof. Anassignee is responsible for meeting the same financial, credit, and
Page No. 18insurance obligations as the Interconnection Customer. Where required,consent to assignment will not be unreasonably withheld, conditioned ordelayed.7.2 Limitation of LiabilityEach Party's liability to the other Parties for any loss, cost, claim, injury, liability,or expense, including reasonable attorney's fees, relating to or arising from anyact or omission in its performance of this Agreement, shall be limited to theamount of direct damage actually incurred. In no event shall any Party be liableto the other Parties for any indirect, special, consequential, or punitive damages,except as authorized by this Agreement.7.3 Indemnity7.3.1 This provision protects each Party from liability incurred to third parties asa result of carrying out the provisions of this Agreement. Liability underthis provision is exempt from the general limitations on liability found inArticle 7.2.7.3.2 The Parties shall at all times indemnify, defend, and hold the other Partiesharmless from, any and all damages, losses, claims, including claims andactions relating to injury to or death of any person or damage to property,demand, suits, recoveries, costs and expenses, court costs, attorney fees,and all other obligations by or to third parties, arising out of or resultingfrom another Party's action or failure to meet its obligations under thisAgreement on behalf of the indemnifying Party, except in cases of grossnegligence or intentional wrongdoing by the indemnified Party.7.3.3 If an indemnified Party is entitled to indemnification under this article as aresult of a claim by a third party, and the indemnifying Party fails, afternotice and reasonable opportunity to proceed under this article, to assumethe defense of such claim, such indemnified Party may at the expense ofthe indemnifying Party contest, settle or consent to the entry of anyjudgment with respect to, or pay in full, such claim.7.3.4 If an indemnifying Party is obligated to indemnify and hold any indemnifiedParty harmless under this article, the amount owing to the indemnifiedParty shall be the amount of such indemnified Party's actual loss, net ofany insurance or other recovery.7.3.5 Promptly after receipt by an indemnified Party of any claim or notice of thecommencement of any action or administrative or legal proceeding orinvestigation as to which the indemnity provided for in this article mayapply, the indemnified Party shall notify the indemnifying Party of suchfact. Any failure of or delay in such notification shall not affect a Party's
Page No. 19indemnification obligation unless such failure or delay is materiallyprejudicial to the indemnifying Party.7.4 Consequential DamagesOther than as expressly provided for in this Agreement, no Party shall be liableunder any provision of this Agreement for any losses, damages, costs orexpenses for any special, indirect, incidental, consequential, or punitivedamages, including but not limited to loss of profit or revenue, loss of the use ofequipment, cost of capital, cost of temporary equipment or services, whetherbased in whole or in part in contract, in tort, including negligence, strict liability, orany other theory of liability; provided, however, that damages for which a Partymay be liable to another Party under another <strong>agreement</strong> will not be considered tobe special, indirect, incidental, or consequential damages hereunder.7.5 Force Majeure7.5.1 As used in this article, a Force Majeure Event shall mean "any act of God,labor disturbance, act of the public enemy, war, insurrection, riot, fire,storm or flood, explosion, breakage or accident to machinery orequipment, any order, regulation or restriction imposed by governmental,military or lawfully established civilian authorities, or any other causebeyond a Party’s control. A Force Majeure Event does not include an actof negligence or intentional wrongdoing by the Party claiming ForceMajeure."7.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligationsunder this Agreement, the Party affected by the Force Majeure Event(Affected Party) shall promptly notify the other Parties, either in writing orvia the telephone, of the existence of the Force Majeure Event. Thenotification must specify in reasonable detail the circumstances of theForce Majeure Event, its expected duration, and the steps that theAffected Party is taking to mitigate the effects of the event on itsperformance. The Affected Party shall keep the other Parties informed ona continuing basis of developments relating to the Force Majeure Eventuntil the event ends. The Affected Party will be entitled to suspend ormodify its performance of obligations under this Agreement (other than theobligation to make payments) only to the extent that the effect of the ForceMajeure Event cannot be mitigated by the use of Reasonable Efforts. TheAffected Party will use Reasonable Efforts to resume its performance assoon as possible.7.6 Default7.6.1 No Default shall exist where such failure to discharge an obligation (otherthan the payment of money) is the result of a Force Majeure Event asdefined in this Agreement or the result of an act or omission of another
Page No. 20Party. Upon a Default, the affected non-defaulting Party(ies) shall givewritten notice of such Default to the defaulting Party. Except as providedin Article 7.6.2 and in Article 6.4.2, the defaulting Party shall have sixty(60) calendar days from receipt of the Default notice within which to curesuch Default; provided however, if such Default is not capable of curewithin sixty (60) calendar days, the defaulting Party shall commence suchcure within twenty (20) calendar days after notice and continuously anddiligently complete such cure within six months from receipt of the Defaultnotice; and, if cured within such time, the Default specified in such noticeshall cease to exist.7.6.2 If a Default is not cured as provided in this article, or if a Default is notcapable of being cured within the period provided for herein, the affectednon-defaulting Party(ies) shall have the right to terminate this Agreementby written notice at any time until cure occurs, and be relieved of anyfurther obligation hereunder and, whether or not such Party(ies)terminates this Agreement, to recover from the defaulting Party allamounts due hereunder, plus all other damages and remedies to which itis entitled at law or in equity. The provisions of this article will survivetermination of this Agreement.ARTICLE 8. INSURANCE8.1 The Interconnection Customer shall, at its own expense, maintain in forcegeneral liability insurance without any exclusion for liabilities related to the<strong>interconnection</strong> undertaken pursuant to this Agreement. The amount of suchinsurance shall be sufficient to insure against all reasonably foreseeable directliabilities given the size and nature of the generating equipment beinginterconnected, the <strong>interconnection</strong> itself, and the characteristics of the system towhich the <strong>interconnection</strong> is made. The Interconnection Customer shall obtainadditional insurance only if necessary as a function of owning and operating aGenerating Facility. Such insurance shall be obtained from an insuranceprovider authorized to do business in the State where the <strong>interconnection</strong> islocated. Certification that such insurance is in effect shall be provided uponrequest of the Participating TO or CAISO, except that the InterconnectionCustomer shall show proof of insurance to the Participating TO and CAISO nolater than ten (10) Business Days prior to the anticipated Commercial OperationDate. If the Interconnection Customer is of sufficient credit-worthiness, it maypropose to self-insure for such liabilities, and such a proposal shall not beunreasonably rejected.8.2 The Participating TO agrees to maintain general liability insurance or selfinsuranceconsistent with the Participating TO’s commercial practice. Suchinsurance or self-insurance shall not exclude coverage for the Participating TO'sliabilities undertaken pursuant to this Agreement.
Page No. 218.3 The CAISO agrees to maintain general liability insurance or self-insuranceconsistent with the CAISO’s commercial practice. Such insurance shall notexclude coverage for the CAISO’s liabilities undertaken pursuant to thisAgreement.8.4 The Parties further agree to notify each other whenever an accident or incidentoccurs resulting in any injuries or damages that are included within the scope ofcoverage of such insurance, whether or not such coverage is sought.ARTICLE 9. CONFIDENTIALITY9.1 Confidential Information shall mean any confidential and/or proprietaryinformation provided by one Party to another Party that is clearly marked orotherwise designated "Confidential." For purposes of this Agreement all design,operating specifications, and metering data provided by the InterconnectionCustomer shall be deemed Confidential Information regardless of whether it isclearly marked or otherwise designated as such.9.2 Confidential Information does not include information previously in the publicdomain, required to be publicly submitted or divulged by GovernmentalAuthorities (after notice to the other Parties and after exhausting any opportunityto oppose such publication or release), or necessary to be divulged in an actionto enforce this Agreement. Each Party receiving Confidential Information shallhold such information in confidence and shall not disclose it to any third party norto the public without the prior written authorization from the Party providing thatinformation, except to fulfill obligations under this Agreement, or to fulfill legal orregulatory requirements.9.2.1 Each Party shall employ at least the same standard of care to protectConfidential Information obtained from the other Parties as it employs toprotect its own Confidential Information.9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, toenforce its rights under this provision to prevent the release of ConfidentialInformation without bond or proof of damages, and may seek otherremedies available at law or in equity for breach of this provision.9.3 Notwithstanding anything in this article to the contrary, and pursuant to 18 CFR §1b.20, if FERC, during the course of an investigation or otherwise, requestsinformation from one of the Parties that is otherwise required to be maintained inconfidence pursuant to this Agreement, the Party shall provide the requestedinformation to FERC, within the time provided for in the request for information.In providing the information to FERC, the Party may, consistent with 18 CFR §388.112, request that the information be treated as confidential and non-public byFERC and that the information be withheld from public disclosure. Parties areprohibited from notifying the other Parties to this Agreement prior to the releaseof the Confidential Information to FERC. The Party shall notify the other Parties
Page No. 22to this Agreement when it is notified by FERC that a request to releaseConfidential Information has been received by FERC, at which time any of theParties may respond before such information would be made public, pursuant to18 CFR § 388.112. Requests from a state regulatory body conducting aconfidential investigation shall be treated in a similar manner if consistent withthe applicable state rules and regulations.ARTICLE 10. DISPUTESAll disputes arising out of or in connection with this Agreement whereby relief issought by or from CAISO shall be settled in accordance with the provisions ofArticle 13 of the CAISO Tariff, except that references to the CAISO Tariff in suchArticle 13 of the CAISO Tariff shall be read as reference to this Agreement.Disputes arising out of or in connection with this Agreement not subject toprovisions of Article 13 of the CAISO Tariff shall be resolved as follows:10.1 The Parties agree to attempt to resolve all disputes arising out of the<strong>interconnection</strong> process according to the provisions of this article.10.2 In the event of a dispute, either Party shall provide the other Party with a writtenNotice of Dispute. Such Notice shall describe in detail the nature of the dispute.10.3 If the dispute has not been resolved within two (2) Business Days after receipt ofthe Notice, either Party may contact FERC's Dispute Resolution Service (DRS)for assistance in resolving the dispute.10.4 The DRS will assist the Parties in either resolving their dispute or in selecting anappropriate dispute resolution venue (e.g., mediation, settlement judge, earlyneutral evaluation, or technical expert) to assist the Parties in resolving theirdispute. DRS can be reached at 1-877-337-2237 or via the internet athttp://www.ferc.gov/legal/adr.asp.10.5 Each Party agrees to conduct all negotiations in good faith and will beresponsible for one-half of any costs paid to neutral third-parties.10.6 If neither Party elects to seek assistance from the DRS, or if the attempteddispute resolution fails, then either Party may exercise whatever rights andremedies it may have in equity or law consistent with the terms of thisAgreement.ARTICLE 11. TAXES11.1 The Parties agree to follow all applicable tax laws and regulations, consistentwith FERC policy and Internal Revenue Service requirements.11.2 Each Party shall cooperate with the other Parties to maintain the other Parties’tax status. Nothing in this Agreement is intended to adversely affect the
Page No. 23Participating TO's tax exempt status with respect to the issuance of bondsincluding, but not limited to, local furnishing bonds.ARTICLE 12. MISCELLANEOUS12.1 Governing Law, Regulatory Authority, and RulesThe validity, interpretation and enforcement of this Agreement and each of itsprovisions shall be governed by the laws of the state of <strong>California</strong>, without regardto its conflicts of law principles. This Agreement is subject to all Applicable Lawsand Regulations. Each Party expressly reserves the right to seek changes in,appeal, or otherwise contest any laws, orders, or regulations of a GovernmentalAuthority.12.2 AmendmentThe Parties may amend this Agreement by a written instrument duly executed byall of the Parties, or under Article 12.12 of this Agreement.12.3 No Third-Party BeneficiariesThis Agreement is not intended to and does not create rights, remedies, orbenefits of any character whatsoever in favor of any persons, corporations,associations, or entities other than the Parties, and the obligations hereinassumed are solely for the use and benefit of the Parties, their successors ininterest and where permitted, their assigns.12.4 Waiver12.4.1 The failure of a Party to this Agreement to insist, on any occasion, uponstrict performance of any provision of this Agreement will not beconsidered a waiver of any obligation, right, or duty of, or imposed upon,such Party.12.4.2 Any waiver at any time by any Party of its rights with respect to thisAgreement shall not be deemed a continuing waiver or a waiver withrespect to any other failure to comply with any other obligation, right, dutyof this Agreement. Termination or Default of this Agreement for anyreason by Interconnection Customer shall not constitute a waiver of theInterconnection Customer's legal rights to obtain an <strong>interconnection</strong> fromthe Participating TO. Any waiver of this Agreement shall, if requested, beprovided in writing.12.5 Entire AgreementThis Agreement, including all Attachments, constitutes the entire <strong>agreement</strong>among the Parties with reference to the subject matter hereof, and supersedes
Page No. 24all prior and contemporaneous understandings or <strong>agreement</strong>s, oral or written,between or among the Parties with respect to the subject matter of thisAgreement. There are no other <strong>agreement</strong>s, representations, warranties, orcovenants which constitute any part of the consideration for, or any condition to,any Party's compliance with its obligations under this Agreement.12.6 Multiple CounterpartsThis Agreement may be executed in two or more counterparts, each of which isdeemed an original but all constitute one and the same instrument.12.7 No PartnershipThis Agreement shall not be interpreted or construed to create an association,joint venture, agency relationship, or partnership among the Parties or to imposeany partnership obligation or partnership liability upon any Party. No Party shallhave any right, power or authority to enter into any <strong>agreement</strong> or undertaking for,or act on behalf of, or to act as or be an agent or representative of, or tootherwise bind, another Party.12.8 SeverabilityIf any provision or portion of this Agreement shall for any reason be held oradjudged to be invalid or illegal or unenforceable by any court of competentjurisdiction or other Governmental Authority, (1) such portion or provision shall bedeemed separate and independent, (2) the Parties shall negotiate in good faith torestore insofar as practicable the benefits to each Party that were affected bysuch ruling, and (3) the remainder of this Agreement shall remain in full force andeffect.12.9 Security ArrangementsInfrastructure security of electric system equipment and operations and controlhardware and software is essential to ensure day-to-day reliability andoperational security. FERC expects all transmission providers, marketparticipants, and <strong>interconnection</strong> customers interconnected to electric systems tocomply with the recommendations offered by the President's CriticalInfrastructure Protection Board and, eventually, best practice recommendationsfrom the electric reliability authority. All public utilities are expected to meet basicstandards for system infrastructure and operational security, including physical,operational, and cyber-security practices.12.10 Environmental ReleasesEach Party shall notify the other Parties, first orally and then in writing, of therelease of any hazardous substances, any asbestos or lead abatement activities,or any type of remediation activities related to the Small Generating Facility orthe Interconnection Facilities, each of which may reasonably be expected to
Page No. 25affect the other Parties. The notifying Party shall (1) provide the notice as soonas practicable, provided such Party makes a good faith effort to provide thenotice no later than 24 hours after such Party becomes aware of the occurrence,and (2) promptly furnish to the other Parties copies of any publicly availablereports filed with any governmental authorities addressing such events.12.11 SubcontractorsNothing in this Agreement shall prevent a Party from utilizing the services of anysubcontractor as it deems appropriate to perform its obligations under thisAgreement; provided, however, that each Party shall require its subcontractors tocomply with all applicable terms and conditions of this Agreement in providingsuch services and each Party shall remain primarily liable to the other Parties forthe performance of such subcontractor.12.11.1 The creation of any subcontract relationship shall not relieve thehiring Party of any of its obligations under this Agreement. The hiringParty shall be fully responsible to the other Parties for the acts oromissions of any subcontractor the hiring Party hires as if no subcontracthad been made; provided, however, that in no event shall the ParticipatingTO or the CAISO be liable for the actions or inactions of theInterconnection Customer or its subcontractors with respect to obligationsof the Interconnection Customer under this Agreement. Any applicableobligation imposed by this Agreement upon the hiring Party shall beequally binding upon, and shall be construed as having application to, anysubcontractor of such Party.12.11.2 The obligations under this article will not be limited in any way byany limitation of subcontractor’s insurance.12.12 Reservation of RightsThe CAISO and Participating TO shall each have the right to make a unilateralfiling with FERC to modify this Agreement pursuant to Section 205 or any otherapplicable provision of the Federal Power Act and FERC's rules and regulationsthereunder with respect to the following articles of this Agreement and withrespect to any rates, terms and conditions, charges, classifications of service,rule or regulation covered by these articles:Introductory Paragraph, 1.1, 1.2, 1.3, 1.4, 1.5.1, 1.5.2, 1.5.3, 1.5.4, 1.5.5, 1.5.6,1.5.7, 1.6, 1.7, 1.8.1, 1.9, 2.1, 2.2.1, 2.3, 3, 4.1.1 (last sentence only), 5.1, 5.3,6.2, 7, 8, 9, 11, 12, 13, Attachment 1, Attachment 4, Attachment 5, andAttachment 7.The Participating TO shall have the exclusive right to make a unilateral filing withFERC to modify this Agreement pursuant to Section 205 or any other applicableprovision of the Federal Power Act and FERC's rules and regulations thereunder
Page No. 26with respect to the following articles of this Agreement and with respect to anyrates, terms and conditions, charges, classifications of service, rule or regulationcovered by these articles:2.2.2, 4.1.1 (all but the last sentence), 4.1.2, 4.2, 5.2, 6.1.1 (all but the lastsentence), 6.1.2, 6.3, 10 (all but preamble), Attachment 2, Attachment 3 andAttachment 6.The CAISO shall have the exclusive right to make a unilateral filing with FERC tomodify this Agreement pursuant to Section 205 or any other applicable provisionof the Federal Power Act and FERC's rules and regulations thereunder withrespect to the following articles of this Agreement and with respect to any rates,terms and conditions, charges, classifications of service, rule or regulationcovered by these articles:1.8.2, 6.1.1 (last sentence only) and 10 (preamble only).The Interconnection Customer, the CAISO, and the Participating TO shall havethe right to make a unilateral filing with FERC to modify this Agreement underany applicable provision of the Federal Power Act and FERC's rules andregulations; provided that each Party shall have the right to protest any suchfiling by another Party and to participate fully in any proceeding before FERC inwhich such modifications may be considered. Nothing in this Agreement shalllimit the rights of the Parties or of FERC under sections 205 or 206 of the FederalPower Act and FERC's rules and regulations, except to the extent that theParties otherwise mutually agree as provided herein.13.1 GeneralARTICLE 13. NOTICESUnless otherwise provided in this Agreement, any written notice, demand, orrequest required or authorized in connection with this Agreement ("Notice") shallbe deemed properly given if delivered in person, delivered by recognized nationalcourier service, or sent by first class mail, postage prepaid, to the personspecified below:If to the Interconnection Customer:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650
Page No. 27If to the Participating TO:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152If to the CAISO: <strong>California</strong> Independent System OperatorAttention: Ms. Roni Reese, Sr. Contract AnalystAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-729213.2 Billing and PaymentBillings and payments shall be sent to the addresses set out below:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Accounts Receivable (GCM)Address: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91771-000113.3 Alternative Forms of NoticeAny notice or request required or permitted to be given by any Party to the otherParties and not required by this Agreement to be given in writing may be so givenby telephone, facsimile or e-mail to the telephone numbers and e-mail addressesset out below:If to the Interconnection Customer:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650E-mail address: vivek.nayak@tuusso.com
Page No. 28If to the Participating TO:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152E-mail Address:william.law@sce.comIf to the CAISO:If to the CAISO: <strong>California</strong> Independent System OperatorAttention: Ms. Roni Reese, Sr. Contract AnalystAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-7292E-mail Address: rreese@caiso.com13.4 Designated Operating RepresentativeThe Parties may also designate operating representatives to conduct thecommunications which may be necessary or convenient for the administration ofthis Agreement. This person will also serve as the point of contact with respectto operations and maintenance of the Party’s facilities.Interconnection Customer’s Operating Representative:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalStreet Address: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650Participating TO’s Operating Representative:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Drew Brabb, Manager2244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-7843 Fax: (626) 703-7042
Page No. 29CAISO’s Operating Representative<strong>California</strong> Independent System Operator CorporationAttention: Mr. Robert KottAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-576213.5 Changes to the Notice InformationAny Party may change this information by giving five (5) Business Days writtennotice to the other Parties prior to the effective date of the change.ARTICLE 14. SIGNATURESIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed bytheir respective duly authorized representatives.For <strong>Southern</strong> <strong>California</strong> Edison CompanyBy:____________/s/________________________________Name: _____Kevin M. Payne_______________________________________Title: ___Vice President, Engineering & Technical Services, TDBU ________Date: ______12/21/2011_____________________________For <strong>California</strong> Independent System Operator CorporationBy:________/s/_______________________________ __Name: ______Steve Berberich_________________________Title: _____Chief Executive Officer__________________Date: ______12/22/2011_____________________________
Page No. 30For TA-High Desert LLCBy:________/s/_________________________________Name: _____Owen Hurd______________________Title: _____Chief Executive Officer__________________Date: ______12/21/2011_____________________________
Page No. 31ATTACHMENT 1Glossary of TermsAffected System – An electric system other than the CAISO Controlled Grid that maybe affected by the proposed <strong>interconnection</strong>, including the Participating TO’s electricsystem that is not part of the CAISO Controlled Grid.Applicable Laws and Regulations – All duly promulgated applicable federal, state andlocal laws, regulations, rules, ordinances, codes, decrees, judgments, directives, orjudicial or administrative orders, permits and other duly authorized actions of anyGovernmental Authority.Balancing Authority Area - The collection of generation, transmission, and loadswithin the metered boundaries of the Balancing Authority. The Balancing Authoritymaintains load-resource balance within this area.Business Day – Monday through Friday, excluding federal holidays and the day afterThanksgiving Day.Commercial Operation Date – The date on which a Small Generating Facilitycommenced generating electricity for sale as agreed upon by the Participating TO andthe Interconnection Customer and in accordance with any implementation plan agreedto by the Participating TO and the CAISO for multiple individual generating units orproject phases at a Small Generating Facility where an Interconnection Customerintends to establish separate Commercial Operation Dates for those generating units orproject phases.Default – The failure of a breaching Party to cure its breach under this Agreement.Distribution System – Those non-CAISO-controlled transmission and distributionfacilities owned by the Participating TO.Distribution Upgrades – The additions, modifications, and upgrades to theParticipating TO's Distribution System. Distribution Upgrades do not includeInterconnection Facilities.Good Utility Practice – Any of the practices, methods and acts engaged in orapproved by a significant portion of the electric utility industry during the relevant timeperiod, or any of the practices, methods and acts which, in the exercise of reasonablejudgment in light of the facts known at the time the decision was made, could have beenexpected to accomplish the desired result at a reasonable cost consistent with goodbusiness practices, reliability, safety and expedition. Good Utility Practice is notintended to be any one of a number of the optimum practices, methods, or acts to theexclusion of all others, but rather to be acceptable practices, methods, or acts generallyaccepted in the region.
Page No. 32Governmental Authority – Any federal, state, local or other governmental regulatory oradministrative agency, court, commission, department, board, or other governmentalsubdivision, legislature, rulemaking board, tribunal, or other governmental authorityhaving jurisdiction over the Parties, their respective facilities, or the respective servicesthey provide, and exercising or entitled to exercise any administrative, executive, police,or taxing authority or power; provided, however, that such term does not include theInterconnection Customer, CAISO, Participating TO, or any affiliate thereof.Interconnection Facilities – The Participating TO's Interconnection Facilities and theInterconnection Customer's Interconnection Facilities. Collectively, InterconnectionFacilities include all facilities and equipment between the Small Generating Facility andthe Point of Interconnection, including any modification, additions or upgrades that arenecessary to physically and electrically interconnect the Small Generating Facility to theParticipating TO's Transmission System. Interconnection Facilities are sole usefacilities and shall not include Distribution Upgrades or Network Upgrades.Interconnection Handbook – A handbook, developed by the Participating TO andposted on the Participating TO’s website or otherwise made available by theParticipating TO, describing technical and operational requirements for wholesale<strong>generator</strong>s and loads connected to the Participating TO's Transmission System, assuch handbook may be modified or superseded from time to time. The ParticipatingTO's standards contained in the Interconnection Handbook shall be deemed consistentwith Good Utility Practice and applicable reliability standards.Interconnection Request – A request, in accordance with the CAISO Tariff, tointerconnect a new Small Generating Facility, or to increase the capacity of, or make aMaterial Modification to the operating characteristics of, an existing Small GeneratingFacility that is interconnected with the CAISO Controlled Grid.CAISO Controlled Grid – The system of transmission lines and associated facilities ofthe parties to a Transmission Control Agreement that have been placed under theCAISO’s Operational Control.CAISO Tariff – The CAISO’s tariff, as filed with FERC, and as amended orsupplemented from time to time, or any successor tariff.Material Modification – A modification that has a material impact on the cost or timingof any Interconnection Request or any other valid <strong>interconnection</strong> request with a laterqueue priority date.Network Upgrades – Additions, modifications, and upgrades to the Participating TO'sTransmission System required at or beyond the point at which the Small GeneratingFacility interconnects with the CAISO Controlled Grid to accommodate the<strong>interconnection</strong> of the Small Generating Facility with the CAISO Controlled Grid.Network Upgrades do not include Distribution Upgrades.
Page No. 33Operational Control – The rights of the CAISO under a Transmission ControlAgreement and the CAISO Tariff to direct the parties to the Transmission ControlAgreement how to operate their transmission lines and facilities and other electric plantaffecting the reliability of those lines and facilities for the purpose of affordingcomparable non-discriminatory transmission access and meeting applicable reliabilitycriteria.Operating Requirements – Any operating and technical requirements that may beapplicable due to the CAISO, Western Electricity Coordinating Council, BalancingAuthority Area, or the Participating TO's requirements, including those set forth in thisAgreement.Party or Parties – The Participating TO, CAISO, Interconnection Customer or theapplicable combination of the above.Point of Interconnection – The point where the Interconnection Facilities connect withthe Participating TO's Transmission System.Reasonable Efforts – With respect to an action required to be attempted or taken by aParty under this Agreement, efforts that are timely and consistent with Good UtilityPractice and are otherwise substantially equivalent to those a Party would use to protectits own interests.Small Generating Facility – The Interconnection Customer's device for the productionof electricity identified in the Interconnection Request, but shall not include theInterconnection Customer's Interconnection Facilities.Transmission Control Agreement – CAISO FERC Electric Tariff No. 7.Transmission System – The facilities owned and operated by the Participating TO andthat have been placed under the CAISO’s Operational Control, which facilities form partof the CAISO Controlled Grid.Upgrades – The required additions and modifications to the Participating TO'sTransmission System and Distribution System at or beyond the Point of Interconnection.Upgrades may be Network Upgrades or Distribution Upgrades. Upgrades do notinclude Interconnection Facilities.
Page No. 34ATTACHMENT 2Description and Costs of the Small Generating Facility,Interconnection Facilities, and Metering EquipmentEquipment, including the Small Generating Facility, Interconnection Facilities, andmetering equipment shall be itemized and identified as being owned by theInterconnection Customer or the Participating TO. The Participating TO will provide abest estimate itemized cost, including overheads, of its Interconnection Facilities andmetering equipment, and a best estimate itemized cost of the annual operation andmaintenance expenses associated with its Interconnection Facilities and meteringequipment.The Participating TO’s Interconnection Facilities, Network Upgrades and DistributionUpgrades described in this Attachment 2 are based on the Participating TO’spreliminary engineering and design. Such descriptions are subject to modification toreflect the actual facilities constructed and installed following the Participating TO’s finalengineering and design, identification of field conditions, and compliance with applicableenvironmental and permitting requirements.The naming of the Interconnection Facilities, Network Upgrades and DistributionUpgrades described in this Agreement are for purposes of identification in thisAgreement only. The names of such facilities may be changed during engineering anddesign so as to be consistent with the Participating TO’s facilities naming protocols.1. Interconnection Facilities.(a)Interconnection Customer's Interconnection Facilities. The InterconnectionCustomer shall:(i) Install one (1) 66/34.5 kV 20 MVA main step-up transformer with a 9%percent H-X impedance on a 20 MVA base.(ii)Install a new 66 kV generation tie-line from the Small Generating Facilityto a position designated by the Participating TO, outside of theParticipating TO’s TOT427 Substation, where Interconnection Customershall install a structure (“Last Structure”). This generation tie-line will bereferred to as the Antelope Power Plant Project-TOT427 Substation 66 kVTransmission Line. The right-of-way for the Antelope Power Plant Project-TOT427 Substation 66 kV Line shall extend up to the edge of the TOT427Substation property line.(iii) Install all required CAISO-approved compliant metering equipment at theSmall Generating Facility, in accordance with Section 10 of the CAISOTariff.(iv) Install revenue metering equipment (typically, metering cabinet, voltageand current transformers) at the Small Generating Facility to meter theSmall Generating Facility retail load, as specified by the Participating TO.Metering cabinet must be placed at a location outside of the
Page No. 35Interconnection Customer's switchyard that would allow twenty-four houraccess for the Participating TO’s metering personnel.(v) Install disconnect facilities in accordance with the Participating TO’sInterconnection Handbook to comply with the Participating TO’s switchingand tagging procedures.(vi) Install the 66 kV line protection at the Antelope Power Plant Project.(vii) Allow Participating TO to install revenue meters required to meter theretail load at the Generating Facility(viii) Grant an easement which provides the Participating TO unrestrictedaccess to the Participating TO’s Interconnection Facilities located on theInterconnection Customer’s side of the Point of Change of Ownership forconstruction, operation, and maintenance.(ix) Make available adequate space and facilities necessary for the installation(x)of the Participating TO’s RTU.Install circuit(s) and required station interface data connections up to theParticipating TO’s remote terminal unit (“RTU”) located at the AntelopePower Plant Project.(xi) Provide sufficient floor space within a secure building having suitableenvironmental controls for the Participating TO to install and operate one(1) 8-foot high by 19-inch wide communications equipment rack for theParticipating TO’s RTU; provide either one (1) 115 VAC dedicated circuit(separate from the RTU) or a 130 VDC dedicated circuit to power thecommunications equipment rack at the Small Generating Facility site.(b)Interconnection Customer-Constructed Participating TO’sInterconnection Facilities: The Interconnection Customer shall:(i) Engineer and construct the TOT427 Substation to provide single serviceto interconnect the Project.(ii) Install a Mechanical-Electrical Equipment Room (“MEER”) as part of theTOT427 Substation facility.(iii) Transfer ownership of TOT427 Substation to Participating TO, including aten-foot easement around each side of the TOT427 Substation.Interconnection Customer shall work with the owner of the land uponwhich TOT427 Substation is located to implement an easement or otherdocument(s) that provide Participating TO with unrestricted rights toaccess the TOT427 Substation for operations, maintenance, repairs, andother such activities associated with operation and maintenance of a 66kV electrical substation.(iv) Perform all work according to Participating TO’s engineering, design,materials and construction standards.
Page No. 36(c)Participating TO-Constructed Participating TO’s InterconnectionFacilities: The Participating TO shall:(i) TOT427 Substation:1. Review the complete engineering and design drawings, and bill ofmaterials submitted by Interconnection Customer to verify compliancewith the Participating TO’s engineering and design standards;2. Inspect the site during construction to verify compliance withParticipating TO’s materials and construction standards;3. Test TOT427 Substation prior to energization.(ii) Subtransmission:1. Install two (2) tubular steel poles (TSPs) to tap the Antelope-Del Sur 66kV Line, and connect to the new TOT427 Substation to form theAntelope-Del Sur-TOT427 Substation 66 kV Line.2. Three (3) sets of 66 kV pole switches.3. Associated conductor and insulators, as necessary.(iii) Telecommunications:Install light-wave, channel, fiber optic cables and associated equipmentsupporting diverse protection, RTU, and SCADA requirements for theAntelope Power Plant Project <strong>interconnection</strong>. Install fiber optic cable,conduit and poles, as needed from Antelope Substation and Del SurSubstation to the new TOT427 Substation.(iv) Real Properties, Transmission Project Licensing, and EnvironmentalHealth and Safety:Obtain easements and/or acquire land, obtain licensing and permits, andperform all required environmental activities for the installation ofInterconnection Facilities and associated telecommunication equipment.(v) Power System ControlInstall one (1) RTU at the new TOT427 Substation to monitor typicalsubstation elements such as MW, MVAR, terminal voltage and circuitbreaker status and transmit the information to the Participating TO’s GridControl Center. Interconnection Customer will provide generationinformation to this RTU.(vi)Metering:Install revenue meters required to meter the retail load at the SmallGenerating Facility. Notwithstanding that the meters will be located on theInterconnection Customer’s side of the Point of Change of Ownership, theParticipating TO shall own, operate and maintain such facilities as a partof the Participating TO’s Interconnection Facilities.
Page No. 372. Network Upgrades. See Attachment 6, Section 1.3. Distribution Upgrades. See Attachment 6, Section 2.4. Point of Change of Ownership.(a) Antelope Power Plant Project-TOT427 Substation 66 kV Transmission Line:The Point of Change of Ownership shall be the point where the conductors ofthe Antelope Power Plant Project-TOT427 Substation 66 kV Transmission Lineare attached to the Last Structure, which will be connected on the side of theLast Structure facing the TOT427 Substation. The Interconnection Customershall own and maintain the Last Structure, the conductors, insulators andjumper loops from such Last Structure to the Interconnection Customer’s SmallGenerating Facility. The Participating TO will own and maintain the TOT427Substation, as well as all circuit breakers, disconnects, relay facilities andmetering within the TOT427 Substation, together with the line drop, in theirentirety, from the Last Structure to TOT427 Substation. The Participating TOwill own the insulators that are used to attach the Participating TO-ownedconductors to the Last Structure as well as the jumper loops used to connectthe Participating TO-owned conductors to the Interconnection Customer-ownedconductors.5. Point of Interconnection. A tap on the existing Antelope-Del Sur 66 kV line.6. One-Line Diagram of Interconnection.See Attachment 3.7. Additional Definitions. For the purposes of these Attachments, the followingterms, when used with initial capitalization, whether in the singular or the plural, shallhave the meanings specified below:(a)(b)(c)Accounting Practice: Generally accepted accounting principles and practicesapplicable to electric utility operations.Annual Tax Security Reassessment: In accordance with the directives of FERCOrders 2003-A and 2003-B associated with Section 10 of this Attachment 2, theannual reassessment of the current tax liability, which will commence the firstyear after Interconnection Customer’s in-service date.Applicable Reliability Council: The Western Electricity Coordinating Council orits successor.(d) Applicable Reliability Standards: The requirements and guidelines of the NorthAmerican Electric Reliability Corporation (NERC), the Applicable ReliabilityCouncil, and the Balancing Authority Area of the Participating TO’s
Page No. 38Transmission System to which the Generating Facility is directlyinterconnected, including the requirements adopted pursuant to Section 215 ofthe Federal Power Act.(e)(f)(g)Balancing Authority: The responsible entity that integrates resource plansahead of time, maintains load-interchange-generation balance within aBalancing Authority Area, and supports Interconnection frequency in real time.Capital Additions: Any modifications to the Participating TO’s InterconnectionFacilities. Such modifications may be any Units of Property which are added tothe Participating TO’s Interconnection Facilities; the enlargement, modificationor betterment of any Units of Property constituting a part of the ParticipatingTO’s Interconnection Facilities; or the replacement of any Units of Propertyconstituting a part of the Participating TO’s Interconnection Facilities,irrespective of whether such replacement constitutes an enlargement,modification or betterment of that which it replaces; and the costs of whichadditions, enlargements, modifications, betterments or replacements inaccordance with Accounting Practice would be capitalized and have notpreviously been included in the Interconnection Facilities Cost.Capital Additions Cost: All costs, excluding One-Time Cost, determined byDistribution Provider to be associated with the design, engineering,procurement, construction and installation of Capital Additions.(h) CPUC: The <strong>California</strong> Public Utilities Commission, or its regulatory successor.(i)(j)(k)(l)Credit Support: A parent guarantee, letter of credit, surety bond, or othersecurity meeting the requirements of Article 6.3 of this Agreement.Customer-Financed Monthly Rate: The rate most recently adopted by theCPUC for application to the Participating TO’s retail electric customers foradded facilities, which does not compensate the Participating TO forreplacement of added facilities. The currently effective Customer-FinancedMonthly Rate is as provided in Section 15 of this Attachment 2.Delivery Network Upgrades Cost: All costs, excluding One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the Participating TO’sDelivery Network Upgrades. The Delivery Network Upgrades Cost is providedin Section 14 of this Attachment 2.Delivery Network Upgrades Payment: The sum of the Delivery NetworkUpgrades Cost and associated One-Time Cost. The Delivery NetworkUpgrades Payment is provided in Section 16 of this Attachment 2.
Page No. 39(m) Distribution Upgrades Cost: All costs, excluding ITCC and One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the DistributionUpgrades. The Distribution Upgrades Cost is provided in Section 14 of thisAttachment 2.(n)Distribution Upgrades Payment: The sum of the Distribution Upgrades Costand associated One-Time Cost. The Distribution Upgrades Payment isprovided in Section 16 of this Attachment 2.(o) Effective Date: The date on which this Agreement becomes effective pursuantto Article 3.1.(p) EKWRA: East Kern Wind Resource Area, as described on page 1 of theaddendum to the facility study report dated December 21, 2010.(q) Electric Generating Unit: An individual electric <strong>generator</strong> and its associatedplant and apparatus whose electrical output is capable of being separatelyidentified and metered.(r)(s)(t)In-Service Date: The date upon which the Interconnection Customerreasonably expects it will be ready to begin use of the Participating TO’sInterconnection Facilities to obtain back feed power.Initial Synchronization Date: The date upon which an Electric Generating Unitis initially synchronized and upon which Trial Operation begins.Interconnection Customer-Constructed Participating TO’s InterconnectionFacilities: All facilities and equipment constructed by the InterconnectionCustomer that are owned, controlled or operated by the Participating TO fromthe Point of Change of Ownership to the Point of Interconnection, as identifiedin Section 1(b) of this Attachment 2. Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, including any modifications,additions or upgrades to such facilities and equipment, are sole use facilitiesand shall not include Distribution Upgrades or Network Upgrades.(u) Interconnection Customer's Interconnection Facilities: All facilities andequipment, as identified in Section 1(a) of this Attachment 2 of this Agreement,that are located between the Generating Facility and the Point of Change ofOwnership, including any modification, addition, or upgrades to such facilitiesand equipment necessary to physically and electrically interconnect theGenerating Facility to the Participating TO’s Transmission System.Interconnection Customer's Interconnection Facilities are sole use facilities.(v)Interconnection Facilities Charge: The monthly charge to the InterconnectionCustomer to recover the revenue requirements for the Participating TO’s
Page No. 40Interconnection Facilities, calculated as the product of the Customer-FinancedMonthly Rate and the Interconnection Facilities Cost. The InterconnectionFacilities Charge is provided in Section 15 of this Attachment 2.(w) Interconnection Facilities Completion Date: The date upon which theconstruction of the Participating TO’s Interconnection Facilities is complete andsuch facilities are successfully tested and ready for service.(x)(y)(z)Interconnection Facilities Cost: All costs, excluding One-Time Cost, associatedwith the design, engineering, procurement, construction and installation of theParticipating TO’s Interconnection Facilities. The Interconnection FacilitiesCost is provided in Section 14 of this Attachment 2.Interconnection Facilities Payment: The sum of the Interconnection FacilitiesCost for the Participating TO-Constructed Participating TO’s InterconnectionFacilities and associated One-Time Cost. The Interconnection FacilitiesPayment is provided in Section 16 of this Attachment 2.ITCC (Income Tax Component of Contribution): The ITCC is equal to theestimated tax liability as described in FERC Order 2003 and FERC Order 2003-A and applicable to this Agreement pursuant to Article 1.5.1. ITCC is theIncome Tax Component of Contribution specified in the Preliminary Statement,Part M of the Participating TO’s tariff on file with the CPUC, applicable to theDistribution Upgrades Cost and Interconnection Facilities Cost. The ITCCapplicable to the Distribution Upgrades Cost and Interconnection Facilities Costis described in Section 10 of this Attachment 2 and is shown in Section 14 ofthis Attachment 2.(aa) One-Time Cost: All costs determined by the Participating TO to be associatedwith the installation of the Participating TO’s Delivery Network Upgrades,Distribution Upgrades, Participating TO’s Interconnection Facilities,Participating TO’s Reliability Network Upgrades, or Capital Additions which arenot capitalized.(bb) Participating TO-Constructed Participating TO’s Interconnection Facilities: Allfacilities and equipment constructed, owned, controlled or operated by theParticipating TO from the Point of Change of Ownership to the Point ofInterconnection, as described in Section 1(c) of this Attachment 2. ParticipatingTO-Constructed Participating TO’s Interconnection Facilities, including anymodifications, additions or upgrades to such facilities and equipment, are soleuse facilities and shall not include Distribution Upgrades or Network Upgrades.(cc) Participating TO’s Delivery Network Upgrades: The additions, modifications,and upgrades to the Participating TO’s Transmission System at or beyond thePoint of Interconnection, other than Reliability Network Upgrades, identified in
Page No. 41the <strong>interconnection</strong> studies, as identified in Attachment 6, to relieve constraintson the CAISO Controlled Grid.(dd) Participating TO’s Interconnection Facilities: The Interconnection Customer-Constructed Participating TO’s Interconnection Facilities and the ParticipatingTO-Constructed Participating TO’s Interconnection Facilities.(ee) Participating TO’s Reliability Network Upgrades: The additions, modifications,and upgrades to the Participating TO’s Transmission System at or beyond thePoint of Interconnection, identified in the <strong>interconnection</strong> studies, as identified inAttachment 6, necessary to interconnect the Small Generating Facility safelyand reliably to the Participating TO’s Transmission System, which would nothave been necessary but for the <strong>interconnection</strong> of the Small GeneratingFacility, including additions, modifications, and upgrades necessary to remedyshort circuit or stability problems resulting from the <strong>interconnection</strong> of the SmallGenerating Facility to the Participating TO’s Transmission System.Participating TO’s Reliability Network Upgrades also include, consistent withApplicable Reliability Standards and Applicable Reliability Council practice, theParticipating TO’s facilities necessary to mitigate any adverse impact the SmallGenerating Facility’s <strong>interconnection</strong> may have on a path’s ApplicableReliability Council rating. Participating TO’s Reliability Network Upgrades donot include any Participating TO’s Delivery Network Upgrades.(ff) Point of Change of Ownership: The point, as set forth in Attachment 3 to thisAgreement, where the Interconnection Customer's Interconnection Facilitiesconnect to the Participating TO’s Interconnection Facilities.(gg) Reliability Network Upgrades Cost: All costs, excluding One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the Participating TO’sReliability Network Upgrades. The Reliability Network Upgrades Cost isprovided in Section 14 of this Attachment 2.(hh) Reliability Network Upgrades Payment: The sum of the Reliability NetworkUpgrades Cost and associated One-Time Cost. The Reliability NetworkUpgrades Payment is provided in Section 16 of this Attachment 2.(ii)(jj)Removal Cost: The actual cost the Participating TO incurs for the removal ofthe Participating TO’s Interconnection Facilities, or any portion thereof, which iscalculated as the amount, if positive, of the costs of removal minus the salvagevalue of the Participating TO’s Interconnection Facilities.Special Protection System (“SPS”): A system that reduces or trips generationunder contingency outages to maintain system stability or to limit overloads onelectric system facilities.
Page No. 42(kk) Tax Security: The Interconnection Customer’s provision of Security withrespect to the Interconnection Customer’s tax indemnification obligations,provided in accordance with Section 10 of this Attachment 2.(ll)Trial Operation: The period during which the Interconnection Customer isengaged in on-site test operations and commissioning of an Electric GeneratingUnit prior to Commercial Operation.(mm) Units of Property: As described in FERC's “List of Units of Property forUse in Connection with Uniform System of Accounts Prescribed for PublicUtilities and Licensees” in effect as of the date of this Agreement, as such “List”may be amended from time to time.8. Transmission Credits. Pursuant to Article 5.3 of the Agreement, theInterconnection Customer elects to receive repayment of the amounts advanced forits share of the costs of the Network Upgrades, which equals the sum of theReliability Network Upgrades Payment and the Delivery Network UpgradesPayment, as shown in Section 16 of this Attachment 2.9. Security Amount for the Distribution Upgrades, the Participating TO’sInterconnection Facilities and Network Upgrades.(a) Distribution Upgrades: Pursuant to Attachment 4 of the Agreement, theInterconnection Customer shall provide Credit Support in the total amount of$0.00 to cover the costs for constructing, procuring and installing theDistribution Upgrades.(b) The Participating TO-Constructed Participating TO’s Interconnection Facilities:Pursuant to Article 6.3 and Attachment 4 of the Agreement, the InterconnectionCustomer shall provide a total Credit Support in the amount of $4,779,389.00 tocover the costs for constructing, procuring and installing the Participating TO-Constructed Participating TO’s Interconnection Facilities.(c)Network Upgrades: Pursuant to Article 6.3 and Attachment 4 of theAgreement, the Interconnection Customer shall provide a total Credit Support inthe amount of $587,554.00 to cover the costs for constructing, procuring andinstalling the Network Upgrades.(d) To the extent that any Credit Support is not utilized by the Participating TO, therelease of such Credit Support shall be made in accordance with theInterconnection Customer’s instruction.Such Credit Support shall be provided via a letter of credit that is automaticallyadjusted pursuant to the following schedule:Due DateWithin thirty (30) Calendar Days following theEffective DateTotal Amount ofSecurity$2,158,531.00
Page No. 434/1/2012 $3,771,365.0010. Security Amount for Estimated Tax Liability. The Interconnection Customer’sestimated tax liability is as follows:Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation)/(1– Current Tax Rate) = 35%(a) Estimated tax liability for Distribution Upgrades:Distribution Upgrades Cost = $0.00Estimated tax liability for Distribution Upgrades = 35% x (Distribution UpgradesCost) = 35% x ($0.00) = $0.00(b) Estimated tax liability for Participating TO-Constructed Participating TO’sInterconnection FacilitiesInterconnection Facilities Cost for Participating TO-Constructed ParticipatingTO’s Interconnection Facilities = $4,294,375.00Estimated tax liability for Participating TO-Constructed Participating TO’sInterconnection Facilities = (Tax Gross-up Percent) x (Interconnection FacilitiesCost for Participating TO-Constructed Participating TO’s InterconnectionFacilities) = 35% x (Interconnection Facilities Cost) = 35% x ($4,294,375.00) =$1,503,031.00(c) Estimated tax liability for Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities:Interconnection Facilities Cost for Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities = $1,230,000.00Estimated tax liability for Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities = (Tax Gross-up Percent) x (InterconnectionFacilities Cost for Interconnection Customer-Constructed InterconnectionFacilities) = 35% x $1,230,000.00 = $430,500.00Based upon the total estimated tax liability, the Interconnection Customer shallprovide the Participating TO cash or a letter of credit in the amount of$1,933,531.00, pursuant to Attachment 4 of the Agreement.
Page No. 44Such letter of credit shall be automatically increased pursuant to the followingschedule:Element Due Date Total Amount of Letter ofCreditEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesWithin 30 Calendar Daysfollowing the EffectiveDateWithin 30 Calendar Daysfollowing the EffectiveDate$524,362.00$150,188.004/1/2012 $1,278,186.004/1/2012 $366,100.007/1/2012 $1,503,031.007/1/2012 $430,500.00Upon notification of the Annual Tax Security Reassessment, the InterconnectionCustomer shall modify its Tax Security accordingly. If the Annual Tax SecurityReassessment results in a deficiency in the Tax Security amount, theInterconnection Customer will be required to increase its Tax Security amount within30 days after receipt of the deficiency notification. If the Annual Tax SecurityReassessment results in a reduction of the Tax Security amount, the InterconnectionCustomer may choose to reduce its Tax Security amount or maintain the TaxSecurity in the current amount for the following year.The Annual Tax Security Reassessment will be calculated utilizing the followingmethodology:
Page No. 451) Tax Assessment Event:((Current Tax Rate x (Gross income - NPV Tax Depreciation)) +Interest)/(1 - Current Tax Rate)2) Subsequent Taxable Event:(Current Tax Rate x (Replacement Facility Cost – NPV TaxDepreciation))/(1-Current Tax Rate)11. Removal of the Participating TO’s Interconnection Facilities. Followingtermination of the Agreement, the Participating TO will remove the Participating TO’sInterconnection Facilities from service to the Interconnection Customer, pursuant toArticle 3.3 of the Agreement. The Interconnection Customer will remove all facilitiesinstalled in TOT427 Substation pursuant to the terms of the Title, Transfer,Assignment and Assumption Agreement specified in Section 6(h) of Attachment 5.On or before the date one year following termination of the Agreement, theParticipating TO shall notify the Interconnection Customer as to whether theParticipating TO intends to physically remove the Participating TO-ConstructedParticipating TO’s Interconnection Facilities, or any part thereof. If the ParticipatingTO intends to physically remove the Participating TO-Constructed Participating TO’sInterconnection Facilities, or any part thereof, then the Participating TO shallphysically remove such facilities within two years from the date of notification ofintent, and the Interconnection Customer shall pay the Removal Cost. If theParticipating TO does not intend to physically remove the Participating TO-Constructed Participating TO’s Interconnection Facilities, or any part thereof, thenthe Interconnection Customer shall have no obligation to pay such Removal Cost.12. Charges.(a) The Interconnection Customer shall pay to the Participating TO the followingcharges in accordance with the Agreement: (i) Distribution Upgrades Payment;(ii) Delivery Network Upgrades Payment; (iii) Interconnection FacilitiesPayment; (iv) Reliability Network Upgrades Payment; (v) payments for anyCapital Additions; (vi) Interconnection Facilities Charge; (vii) any reimbursableFERC fees pursuant to Section 13(g) of this Attachment 2; (viii) Removal Costpursuant to Section 11 of this Attachment 2; (ix) termination charges pursuantto Article 3.3.4 of the Agreement; (x) disconnection costs pursuant to Article3.3.3 of the Agreement; and (xi) suspension costs if suspension of work underthis Agreement is permitted by the CAISO and the Participating TO.(b) The Distribution Upgrades Cost, Delivery Network Upgrades Cost,Interconnection Facilities Cost, Reliability Network Upgrades Cost, CapitalAdditions Cost, One-Time Cost and Removal Cost shall be compiled inaccordance with Accounting Practice.
Page No. 46(c)If, during the term of the Agreement, the Participating TO executes an<strong>agreement</strong> to provide service to another entity (other than retail load) thatcontributes to the need for the Participating TO’s Interconnection Facilities, thecharges due hereunder may be adjusted to appropriately reflect such servicebased on the Participating TO’s cost allocation principles in effect at such timeand shall be subject to FERC’s approval.(d) If Capital Additions are required in order to benefit the Participating TO, orbecause of damage caused by negligence or willful misconduct of theParticipating TO, then the Interconnection Customer will not bear costresponsibility for such Capital Additions; and no adjustment will be made to theInterconnection Facilities Cost or the Distribution Upgrades Cost; and noCapital Additions Cost or One-Time Cost will be charged to the InterconnectionCustomer for such Capital Additions.13. Supplemental Billing and Payment Provisions.(a) Pursuant to Article 6 of the Agreement, the Participating TO shall submit to theInterconnection Customer invoices due for the preceding month for theDistribution Upgrades Payment, Delivery Network Upgrades Payment,Interconnection Facilities Payment and Reliability Network Upgrades Payment.(b) Pursuant to Article 4.1.2 of the Agreement, commencing on or following theInterconnection Facilities Completion Date, each month the Participating TOwill render bills to the Interconnection Customer for the InterconnectionFacilities Charge. The Interconnection Facilities Charge shall initially be basedon the estimated Interconnection Facilities Cost, as specified in Section 14 ofthis Attachment 2, and payments made for such Interconnection FacilitiesCharge shall be subject to later adjustment pursuant to Sections 13(b)(i) and13(b)(ii) of this Attachment 2. The Interconnection Facilities Charge for the firstand last month of service hereunder shall be pro-rated based on the number ofdays in which service was provided during said months.(i)(ii)If the amounts paid for the Interconnection Facilities Charge are less thanthe amounts due for the Interconnection Facilities Charge, as determinedfrom the actual recorded Interconnection Facilities Cost, the ParticipatingTO will bill the Interconnection Customer the difference between theamounts previously paid by the Interconnection Customer and theamounts which would have been paid based on actual recorded costs,without interest, on the next regular billing.If the amounts paid for the Interconnection Facilities Charge are greaterthan the amounts due for the Interconnection Facilities Charge, asdetermined from the actual recorded Interconnection Facilities Cost, theParticipating TO will credit the Interconnection Customer the differencebetween the amounts previously paid by the Interconnection Customer
Page No. 47and the amounts which would have been paid based on actual recordedcosts, without interest, on the next regular billing.(c)In the event that any portion of the Participating TO’s Interconnection Facilitiesis not complete but, at the request of the Interconnection Customer, theParticipating TO commences <strong>interconnection</strong> service under this Agreementnotwithstanding the incomplete facilities, the Participating TO shall commencebilling, and the Interconnection Customer shall pay, the InterconnectionFacilities Charge commencing on the date that such service commences.(d) In accordance with Article 4.1.2 of the Agreement, the Participating TO shallsubmit invoices to the Interconnection Customer for the preceding month forCapital Additions payments due, if any.(i)(ii)For Capital Additions that are the cost responsibility of the InterconnectionCustomer, the Participating TO will provide at least sixty (60) calendardays advance written notification to the Interconnection Customer prior tocommencing work, except that the Participating TO may commence thework on the Capital Additions with either shorter advance writtennotification or written notification after the work has commenced, at theParticipating TO’s sole discretion, if the Participating TO determines thatthe Capital Additions are required to comply with safety or regulatoryrequirements or to preserve system integrity or reliability. Any suchwritten notification will include the estimated cost of the Capital Additions,and the amount of and due date for the security, if any, required to be paidby the Interconnection Customer, which is sufficient to cover the costs forconstructing, procuring and installing the Capital Additions consistent withthe applicable terms of Article 6.4 of the Agreement.Except as provided in Section 12(d) of this Attachment 2, if certain of theParticipating TO’s Interconnection Facilities or Distribution Upgrades areremoved to accommodate Capital Additions and such removal results in achange in the Interconnection Facilities Cost or Distribution UpgradesCost, the Interconnection Facilities Charge or Distribution UpgradesCharge shall be adjusted to reflect the change in the InterconnectionFacilities Cost as of the in-service date of such Capital Additions.(iii) Except as provided in Section 12(d) of this Attachment 2, if CapitalAdditions result in an increase in the Interconnection Facilities Cost orDistribution Upgrades Cost, then the Interconnection Facilities Charge orDistribution Upgrades Charge shall be adjusted as of the in-service date ofsuch Capital Additions to reflect the change in such costs.(e) As soon as reasonably practicable, but within six (6) months after the in-servicedate of any Capital Additions, the Participating TO shall provide an invoice ofthe final cost of the construction of the Capital Additions to the Interconnection
Page No. 48Customer, and shall set forth such costs in sufficient detail to enable theInterconnection Customer to compare the actual costs with the estimates andto ascertain deviations, if any, from the cost estimates. The Participating TOwill refund to the Interconnection Customer any amount by which the paymentmade by the Interconnection Customer for estimated costs of the CapitalAdditions exceeds the actual costs of construction within thirty (30) calendardays of the issuance of such final construction invoice; or, in the event theactual costs of construction exceed the Interconnection Customer’s paymentmade for the estimated costs of the Capital Additions, then the InterconnectionCustomer shall pay to the Participating TO any amount by which the actualcosts of construction exceed the payment made by the InterconnectionCustomer for estimated costs within thirty (30) calendar days of the issuance ofsuch final construction invoice.(f)If, in accordance with the removal of the Participating TO-ConstructedParticipating TO’s Interconnection Facilities, as specified in Section 11 of thisAttachment 2, the Participating TO decides to physically remove theParticipating TO-Constructed Participating TO’s Interconnection Facilities, orany part thereof, the Participating TO shall render a bill to the InterconnectionCustomer for the Removal Cost. The Interconnection Customer shall pay theRemoval Cost within thirty (30) calendar days of such bill. Such billing shallinitially be based on the Participating TO’s estimate of the Removal Cost.Within twelve (12) months following the removal of the Participating TO’sInterconnection Facilities, or any part thereof, the Participating TO shalldetermine the actual Removal Cost and provide the Interconnection Customerwith a final invoice. The Participating TO shall refund to the InterconnectionCustomer any amount by which the payment by the Interconnection Customerfor the estimated Removal Cost exceeds the actual Removal Cost within thirty(30) calendar days of the issuance of such final invoice; or, in the event theactual Removal Cost exceeds the Interconnection Customer’s payment for theestimated Removal Cost, then the Interconnection Customer shall pay to theParticipating TO any amount by which the actual Removal Cost exceeds thepayment by the Interconnection Customer for the estimated Removal Costwithin thirty (30) calendar days of the issuance of such final invoice.(g) The Interconnection Customer shall reimburse the Participating TO for all feesand charges related to the FERC fees and annual charges provided in Sections381 and 382 of the FERC’s regulations (18 C.F.R. § 381 and 382), as suchregulation may from time to time be amended, that are imposed on theParticipating TO attributable to the service provided under the Agreement, orany amendments thereto. The Participating TO will render bills to theInterconnection Customer for any such fees and charges incurred since thepreceding billing. As of the Effective Date, no such fees and charges havebeen imposed on the Participating TO attributable to the service provided underthe Agreement.
Page No. 49(h)If suspension of work under this Agreement is permitted by the CAISO and theParticipating TO, the Interconnection Customer shall be responsible for allreasonable and necessary costs which the Participating TO (i) has incurredpursuant to this Agreement prior to the suspension and (ii) incurs in suspendingsuch work, including any costs incurred to perform such work as may benecessary to ensure the safety of persons and property and the integrity of theParticipating TO’s electric system during such suspension and, if applicable,any costs incurred in connection with the cancellation or suspension ofmaterial, equipment and labor contracts which the Participating TO cannotreasonably avoid; provided, however, that prior to canceling or suspending anysuch material, equipment or labor contract, the Participating TO shall obtainInterconnection Customer's authorization to do so. The Participating TO shallinvoice the Interconnection Customer for such costs pursuant to Article 11 andshall use due diligence to minimize its costs. The suspension period shall beginon the date the suspension is requested, or the date of the written notice to theParticipating TO and the CAISO, if no effective date is specified.14. Distribution Upgrades Cost, Delivery Network Upgrade Cost, InterconnectionFacilities Cost and Reliability Network Upgrade Cost Summary.(a)Estimated Cost:Element-InterconnectionFacilities CostReliabilityNetworkUpgradesCostDistributionUpgradesCostDeliveryNetworkUpgradesCostOne-TimeCostTotalITCC*Interconnection $1,230,000.00 $1,230,000.00 $430,500.00Customer-ConstructedParticipatingTO’sInterconnectionFacilitiesParticipating TO- $4,294,375.00 $485,014.00 $4,779,389.00 $1,503,031.00ConstructedParticipatingTO’sInterconnectionFacilitiesSubtotal $5,524,375.00 $485,014.00 $6,009,389.00 $1,933,531.00Distribution$0.00 $0.00 $0.00UpgradesParticipating$587,554.00 $587,554.00TO’s ReliabilityNetworkUpgradesParticipating$0.00 $0.00TO’s DeliveryNetworkUpgradesTotal $5,524,375.00 $587,554.00 $0.00 $0.00 $485,014.00 $6,596,943.00 $1,933,531.00*Note: ITCC/Estimated Tax Liability will be provided pursuant to Attachment 2, Section 10.
Page No. 50All amounts shown above are in nominal dollars.(b)Actual Cost:[TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]ElementInterconnectionFacilities CostReliabilityNetworkUpgradesCostDistributionUpgradesCostDeliveryNetworkUpgradesCostOne-TimeCostTotalITCCTotal15. Interconnection Facilities Charge.(a) Interconnection Facilities Charge = Customer-Financed Monthly Rate x(Interconnection Facilities Cost)EffectiveAs of theInterconnectionFacilitiesCompletionDateCustomer-FinancedMonthlyRateInterconnectionFacilities CostEstimatedInterconnectionFacilities ChargeInterconnectionFacilities Cost0.39% $5,524,375.00 $21,545.06 [to be insertedafter true-up]ActualInterconnectionFacilitiesCharge[to be insertedafter true-up]
Page No. 5116. Payment Schedule and Associated ITCC:The payment amounts shown below are based on an estimate of the monthlyincurred costs for the Distribution Upgrades, Participating TO-ConstructedParticipating TO’s Interconnection Facilities, and Network Upgrades.PaymentNo.Payment DueDateInterconnectionFacilities CostDistributionUpgradesCostReliabilityNetworkUpgradesCostOne-TimeCostProjectPayment1 1/1/12 $294,841.00 $0.00 $6,880.00 $11,277.00 $312,998.002 2/1/12 $505,785.00 $0.00 $13,760.00 $17,882.00 $537,427.003 3/1/12 $697,551.00 $0.00 $22,016.00 $25,585.00 $745,153.004 4/1/12 $508,182.00 $0.00 $30,272.00 $24,500.00 $562,953.005 5/1/12 $399,114.00 $0.00 $42,656.00 $35,512.00 $477,282.006 6/1/12 $630,433.00 $0.00 $129,344.00 $110,387.00 $870,164.007 7/1/12 $616,050.00 $0.00 $178,881.00 $138,195.00 $933,126.008 8/1/12 $294,841.00 $0.00 $79,808.00 $57,536.00 $432,186.009$347,577.00 $0.00 $83,936.00 $64,141.00 $495,654.009/1/12Total $4,294,375.00 $0.00 $587,554.00 $485,014.00 $5,366,943.00All amounts shown above are in nominal dollars.Distribution Upgrades Payment = (Distribution Upgrades Cost + associated One-TimeCost) = 0.00Delivery Network Upgrades Payment = (Delivery Network Upgrades Cost + associatedOne-Time Cost) =$0.00Interconnection Facilities Payment= (Interconnection Facilities Cost + associated One-Time Cost) = ($4,294,375.00+ $485,014.00) = $4,779,389.00Reliability Network Upgrades Payment = (Reliability Network Upgrades Cost +associated One-Time Cost) = ($587,554.00+ $0.00) = $587,554.00Transmission credits pursuant to Section 8 of this Attachment 2 = Reliability NetworkUpgrades Payment + Delivery Network Upgrades Payment = ($587,554.00+ $0.00) =$587,554.00
Page No. 52ATTACHMENT 3One-line Diagram Depicting the Small Generating Facility, InterconnectionFacilities, Metering Equipment, and Upgrades
Page No. 53ATTACHMENT 4MilestonesIn-Service Date: June 1, 2012Critical milestones and responsibility as agreed to by the Parties:Item Milestone Responsible Party Due Date(a)Submit proof of insuranceWithin ten (10) calendarcoverage in accordance withArticle 8.1 of the AgreementInterconnectionCustomerdays of the execution ofthis Agreement(b)(c)(d)(e)(f)Submittal of Credit Support forthe Participating TO-ConstructedInterconnection Facilities,Network Upgrades andDistribution Upgrades to theParticipating TO pursuant toSection 9 of Attachment 2 of theAgreementSubmittal of security for theestimated tax liability to theParticipating TO, pursuant toSection 10 of Attachment 2 ofthe AgreementCompletion of the ParticipatingTO’s Interconnection Facilities,Distribution Upgrades, andNetwork UpgradesSubmittal of initial specificationsfor the InterconnectionCustomer’s InterconnectionFacilities and Small GeneratingFacility, including systemprotection facilities, to theParticipating TO and the CAISOSubmittal of initial informationincluding the Participating TO’sTransmission Systeminformation necessary to allowthe Interconnection Customer toselect equipmentInterconnectionCustomerInterconnectionCustomerParticipating TOInterconnectionCustomerParticipating TOIn accordance withschedule in Section 9 ofAttachment 2 of theAgreementIn accordance with theschedule in SectionSection 10 ofAttachment 2 of theAgreementWithin 18 monthsfollowing the EffectiveDate*At least one hundredeighty (180) calendardays prior to the InitialSynchronization DateAt least one hundredeighty (180) calendardays prior to TrialOperation
Page No. 54(g)(h)(i)(j)(k)(l)(m)(n)(o)Submittal of updated informationby the InterconnectionCustomer, includingmanufacturer informationReview of and comment on theInterconnection Customer’sinitial specificationsSubmittal of final specificationsfor the InterconnectionCustomer’s InterconnectionFacilities and Small GeneratingFacility, including SystemProtection Facilities, to theParticipating TO and the CAISOReview of and comment on theInterconnection Customer’s finalspecificationsNotification of BalancingAuthority Area to theParticipating TO and the CAISOPerformance of a completecalibration test and functionaltrip test of the system protectionfacilitiesIn-Service DateInitial SynchronizationDate/Trial OperationTesting of the Participating TO’sInterconnection Facilities,Distribution Upgrades, NetworkUpgrades, and testing of theInterconnection Customer’sInterconnection Facilities andSmall Generating Facility inaccordance with Article 2.1 ofthe AgreementInterconnectionCustomerParticipating TO andCAISOInterconnectionCustomerParticipating TO andCAISOInterconnectionCustomerInterconnectionCustomer andParticipating TOInterconnectionNo later than onehundred eighty (180)calendar days prior toTrial OperationWithin thirty (30)calendar days of theInterconnectionCustomer’s submissionof initial specificationsAt least ninety (90)calendar days prior tothe InitialSynchronization Date.Within thirty (30)calendar days of theInterconnectionCustomer’s submissionof final specificationsAt least three (3) monthsprior to the InitialSynchronization DateAt least sixty (60)calendar days prior tothe In-Service DateCustomer June 1, 2012 *InterconnectionCustomer June 15, 2012InterconnectionCustomer andParticipating TOAt least sixty (60)calendar days prior tothe InitialSynchronization Date
Page No. 55(p)(q)(r)Provide written approval to theInterconnection Customer for theoperation of the SmallGenerating Facility, inaccordance with Article 2.2.2 ofthe AgreementCommercial Operation DateSubmittal to the Participating TOof “as-built” drawings,information and documents forthe Interconnection Customer’sInterconnection Facilities and theElectric Generating Units to theParticipating TO and the CAISOAt least fifteen (15)calendar days prior tothe InitialParticipating TO Synchronization DateInterconnectionCustomer March 15, 2013*InterconnectionCustomerWithin one hundredtwenty (120) calendardays after theCommercial OperationDate, unless otherwiseagreed* Note: The Interconnection Customer understands and acknowledges that suchtimeline specified in (d) is only an estimate and that equipment and material lead times,labor availability, outage coordination, regulatory approvals, right-of-way negotiations, orother unforeseen events could delay the actual in-service dates of the Participating TO’sInterconnection Facilities, Distribution Upgrades, or Network Upgrades beyond thosespecified. The Participating TO shall not be liable for any cost or damage incurred bythe Interconnection Customer because of any delay in the work provided for in thisAgreement.If suspension of work under this Agreement is permitted by the CAISO and theParticipating TO, then all milestones for each Party set forth in this Attachment 4 shallbe suspended during the suspension period except for the milestones requiring postingof Interconnection Financial Security for the Network Upgrades common to multiplegenerating stations. Upon the Interconnection Customer’s request to recommence thework, the Parties shall negotiate in good faith new revised milestone dates for eachmilestone, taking into account the period of suspension and necessary re-studies, ifrequired. Attachment 4 and any terms and conditions associated with the estimatedcosts and payment schedule, if necessary, shall be amended following theestablishment of such revised milestone dates.The Interconnection Customer also understands and agrees that the method of servicerequired to interconnect the Small Generating Facility may require re-evaluation due tothe suspension of the project and changes to the Participating TO’s electrical system oraddition of new generation.Agreed to by:For the Participating TO__________/s/__________________ Date___12/21/2011_For the CAISO__________/s/__________________ Date___12/22/2011For the Interconnection Customer______/s/______________ Date___12/21/2011
Page No. 56ATTACHMENT 5Additional Operating Requirements for the CAISO Controlled Grid and AffectedSystems Needed to Support the Interconnection Customer's NeedsThe Participating TO and the CAISO shall also provide requirements that must be metby the Interconnection Customer prior to initiating parallel operation with the CAISOControlled Grid.1. Generating Facility: All equipment and facilities comprising the Antelope PowerPlant generating facility in Lancaster, <strong>California</strong>, as disclosed by the InterconnectionCustomer in its Interconnection Request, as may have been amended during thestudy process under the Small Generator Interconnection Procedures, whichconsists of (i) forty (40) 500 kW inverters, forty (40) 3-phase, 500 kVA, 34.5/0.480 kVpadmount transformers, one (1) 3-phase, 20 MVA, 66/34.5 kV main step-uptransformer, and power factor correction equipment; for a total combined output notto exceed 20 MW at the generation facility site; (ii) the associated infrastructure; (iii)meters and metering equipment; and (iv) appurtenant equipment. The AntelopePower Plant Project shall consist of the Small Generating Facility and theInterconnection Customer’s Interconnection Facilities.2. Interconnection Customer Operational Requirements.(a) Pursuant to Article 1.5.2 of the Agreement, the Interconnection Customer shalloperate the Small Generating Facility and the Interconnection Customer’sInterconnection Facilities in accordance with the CAISO Tariff; NERC and theApplicable Reliability Council requirements; and Applicable ReliabilityStandards.(b) The Small Generating Facility shall be operated so as to prevent or protectagainst the following adverse conditions on the Participating TO’s electricsystem: inadvertent and unwanted re-energizing of a utility dead line or bus;<strong>interconnection</strong> while out of synchronization; overcurrent; voltage imbalance;ground faults; generated alternating current frequency outside permitted safelimits; power factor or reactive power outside permitted limits; and abnormalwaveforms.(c)The Parties agree that the Interconnection Customer shall not hold theParticipating TO liable for damage to any Small Generating Facility turbinesthat may be caused due to sympathetic generation tripping associated with theInterconnection Customer’s induction turbine design.(d) Neither Party’s facilities shall cause excessive voltage flicker nor introduceexcessive distortion to the sinusoidal voltage or current waves as defined byANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or anyapplicable superseding electric industry standard or any alternative Applicable
Page No. 57Reliability Standard or applicable reliability council standard. In the event of aconflict among ANSI Standard C84.1-1989, or any applicable supersedingelectric industry standard, or any alternative Applicable Reliability Standard orapplicable reliability council standard, the alternative Applicable ReliabilityStandard or applicable reliability council standard shall control.(e) The Small Generating Facility will be required to operate within a 0.95 boost to0.95 buck power factor as measured at the Point of Interconnection. Underreal-time operations, it is anticipated the project will be required to operate asshown in the figure below. The actual values of the Vmin and Vmax will beprovided by the Participating TO once final engineering and design iscompleted.3. Interconnection Principles:(a) This Agreement provides for <strong>interconnection</strong> of a total capacity of 20 MW,
Page No. 58resulting from the <strong>interconnection</strong> of the Antelope Power Plant Project, asdescribed in Section 1 of this Attachment 5. The Interconnection Customeracknowledges that if the Interconnection Customer wishes to increase theamount of <strong>interconnection</strong> capacity provided pursuant to this Agreement, theInterconnection Customer shall be required to submit a new InterconnectionRequest in accordance with the terms and conditions of the CAISO Tariff.(b) The costs associated with any mitigation measures required to third partytransmission systems, which result from <strong>interconnection</strong> of the Antelope PowerPlant Project to the Participating TO’s electrical system, are not reflected in thisAgreement. The Participating TO shall have no responsibility to pay costsassociated with any such mitigation measures. If applicable, theInterconnection Customer shall enter into an <strong>agreement</strong> with such third partiesin accordance with Section 4.9 of the SGIP to address any required mitigation.(c)In the event the Participating TO’s Interconnection Facilities are utilized toprovide retail service to the Interconnection Customer in addition to thewholesale Interconnection Service provided herein, and the InterconnectionCustomer fails to make payment for such retail service in accordance with theParticipating TO’s applicable retail tariffs, then the Participating TO’sInterconnection Facilities may be removed from service to the InterconnectionCustomer, subject to the notice and cure provisions of such retail tariffs, untilpayment is made by the Interconnection Customer pursuant to such retailtariffs.(d) Review by the Participating TO of the electrical specifications, design,construction, operation, or maintenance of the Antelope Power Plant Project orthe Interconnection Customer’s Interconnection Facilities shall not constituteany representation as to the economic or technical feasibility, operationalcapability, or reliability of such facilities. The Interconnection Customer shall inno way represent to any third party that any such review by the Participating TOof such facilities, including, but not limited to, any review of the design,construction, operation, or maintenance of such facilities by the ParticipatingTO, is a representation by the Participating TO as to the economic or technicalfeasibility, operational capability, or reliability of the Antelope Power PlantProject or the Interconnection Customer’s Interconnection Facilities.(e) The Participating TO’s approval process specified in Article 2.1.1 of theAgreement will include verification that the low-voltage ride-through, SCADAcapability, and power factor correction equipment, if any, required pursuant toAttachment 7 of this Agreement, have been installed.(f)The Interconnection Customer shall complete and receive approval for allenvironmental impact studies and any permitting necessary for theconstruction, operation and maintenance of the Antelope Power Plant Project.The Interconnection Customer shall include the Participating TO’s
Page No. 59Interconnection Facilities, Distribution Upgrades and Network Upgradesdescribed in Attachment 2 of this Agreement in all such environmental impactstudies, where applicable. The Interconnection Customer shall provide theresults of such studies and approvals to the Participating TO for use in theParticipating TO’s application(s) to obtain the regulatory approvals required tobe obtained by Participating TO for the construction, operation andmaintenance of the Participating TO’s Interconnection Facilities, DistributionUpgrades and Network Upgrades described in Attachment 2 of this Agreement.(g)(h)(i)The Interconnection Customer is responsible for all costs associated with anynecessary relocation of any of the Participating TO’s facilities as a result of theAntelope Power Plant Project and acquiring all property rights necessary for theInterconnection Customer’s Interconnection Facilities, including those requiredto cross the Participating TO’s facilities and property. The relocation of theParticipating TO’s facilities or use of the Participating TO’s property rights shallonly be permitted upon written <strong>agreement</strong> between the Participating TO and theInterconnection Customer. Any proposed relocation of the Participating TO’sfacilities or use of the Participating TO’s property rights may require a studyand/or evaluation, the cost of which would be borne by the InterconnectionCustomer, to determine whether such use may be accommodated. The termsand conditions of any such use of the Participating TO’s facilities or propertyrights would be the subject of a separate <strong>agreement</strong> and any associated coststo the Interconnection Customer would not be considered to be associated witha Network Upgrade or Distribution Upgrade and would not be refundable to theInterconnection Customer pursuant to Article 5.3 of this Agreement.This Agreement does not address any requirements for standby power ortemporary construction power that the Small Generating Facility may requireprior to the in-service date of the Interconnection Facilities. Should the SmallGenerating Facility require standby power or temporary construction powerfrom the Participating TO prior to the in-service date of the InterconnectionFacilities, the Interconnection Customer is responsible to make appropriatearrangements with the Participating TO to receive and pay for such retailservice.Upon completion of the EKWRA upgrades, the Del Sur Substation andAntelope Substation may be reclassified as part of the Participating TO’sDistribution System not under the CAISO’s Operational Control. Should thePoint of Interconnection change from the CAISO Controlled Grid to theDistribution System, then the Participating TO and the InterconnectionCustomer will negotiate in good faith to replace this Agreement with a SmallGenerator Interconnection Agreement ("WDAT SGIA") consistent with the proforma <strong>agreement</strong> contained in the Participating TO’s Wholesale DistributionAccess Tariff (“WDAT”), Attachment G, Attachment 9. Upon the effective dateof the replacement WDAT SGIA, the Parties will terminate this Agreement.Prior to the effective date of the reclassification of Del Sur Substation and
Page No. 60Antelope Substation as part of the Distribution System, the InterconnectionCustomer will be required to obtain distribution service for the Antelope PowerPlant Project pursuant to the Participating TO’s WDAT to deliver power fromthe Point of Interconnection on the Distribution System to the CAISO ControlledGrid.4. Interconnection Operations:(a) The Interconnection Customer shall cause the Antelope Power Plant Project toparticipate in any SPS required to prevent thermal overloads and unstableconditions resulting from outages. Such participation shall be in accordancewith applicable FERC regulations, and CAISO Tariff provisions and protocols.The Interconnection Customer will not be entitled to any compensation from theParticipating TO, pursuant to the Agreement, for loss of generation output when(i) the Small Generating Facility’s generation is reduced or the Antelope PowerPlant Project is tripped off-line due to implementation of the SPS; or (ii) suchgeneration output is restricted in the event the SPS becomes inoperable. Inaccordance with Good Utility Practice, the Participating TO will provide theInterconnection Customer advance notice of any required SPS beyond thatwhich has already been identified in the facilities study and this Agreement.(b) The Agreement governs the facilities required to interconnect the SmallGenerating Facility to Participating TO's electrical system pursuant to theCAISO Tariff and as described herein. Interconnection Customer shall beresponsible for making all necessary operational arrangements with the CAISO,including, without limitation, arrangements for obtaining transmission servicefrom the CAISO, and for scheduling delivery of energy and other services to theCAISO Controlled Grid.(c)The Interconnection Customer shall cause the Small Generating Facility toparticipate in CAISO congestion management.(d) Following outages of the Interconnection Facilities or the Small GeneratingFacility, the Interconnection Customer shall not energize the Antelope PowerPlant Project for any reason without specific permission from the ParticipatingTO’s and the CAISO’s operations personnel. Such permission shall not beunreasonably withheld.(e) The Interconnection Customer shall maintain operating communications withthe Participating TO’s designated switching center. The operatingcommunications shall include, but not be limited to, system parallel operation orseparation, scheduled and unscheduled outages, equipment clearances,protective relay operations, and levels of operating voltage and reactive power.(f)The Interconnection Customer has elected for the Small Generating Facility tohave Energy Only Deliverability Status, as such term is defined in the CAISO
Page No. 61Tariff.(g) Technical assessments may be performed by the Participating TO on an asneeded basis, at the Interconnection Customer’s expense, to confirm if any ofthe facilities, upgrades or replacements identified in the facilities study arerequired to be advanced in order to accommodate <strong>interconnection</strong> of theAntelope Power Plant Project. In the event that it is determined by theParticipating TO that any such facilities, upgrades or replacements are requiredto be advanced in order to accommodate <strong>interconnection</strong> of the SmallGenerating Facility, such advancement shall be addressed in accordance withSection 12.2.2 of the GIP. Additionally, technical assessments may be requiredprior to the <strong>interconnection</strong> of the Antelope Power Plant Project due to thechanges in the generation <strong>interconnection</strong> queue and the electrical systemsince the <strong>interconnection</strong> studies were completed. These technicalassessments may identify Participating TO’s Reliability Network Upgrades andParticipating TO’s Delivery Network Upgrades that are different from thoseincluded in the Agreement. As a result of these technical assessments, thisAgreement may require amending to reflect such upgrades and associatedcosts.(h) Upon reasonable notice and supervision by a Party, and subject to any requiredor necessary regulatory approvals, a Party (“Granting Party”) shall furnish at nocost to the other Party (“Access Party”) any rights of use, licenses, rights of wayand easements with respect to lands owned or controlled by the Granting Party,its agents (if allowed under the applicable agency <strong>agreement</strong>), or any affiliate,that are necessary to enable the Access Party to obtain ingress and egress toconstruct, operate, maintain, repair, test (or witness testing), inspect, replace orremove facilities and equipment to: (i) interconnect the Small GeneratingFacility with the Participating TO’s Transmission System; (ii) operate andmaintain the Small Generating Facility, the Interconnection Facilities and theParticipating TO’s electrical system; and (iii) disconnect or remove the AccessParty’s facilities and equipment upon termination of this Agreement. Inexercising such licenses, rights of way and easements, the Access Party shallnot unreasonably disrupt or interfere with normal operation of the GrantingParty’s business and shall adhere to the safety rules and proceduresestablished in advance, as may be changed from time to time, by the GrantingParty and provided to the Access Party. The Interconnection Customer andParticipating TO shall execute any necessary supplemental <strong>agreement</strong>s, asdetermined by the Participating TO, to effectuate and record such easement(s)which provides the Participating TO unrestricted 24 hour access to ParticipatingTO's Interconnection Facilities, and Distribution Upgrades, and NetworkUpgrades, if applicable, located on the Interconnection Customer's side of thePoint of Change of Ownership for construction, operation, and maintenance.(i)Compliance with Applicable Reliability Standards: The InterconnectionCustomer shall comply with all Applicable Reliability Standards for the
Page No. 625. Insurance:Interconnection Customer’s Interconnection Facilities and the Small GeneratingFacility. The Participating TO will not assume any responsibility for complyingwith mandatory reliability standards for such facilities and offers no opinion asto whether the Interconnection Customer must register with NERC. If requiredto register with NERC, the Interconnection Customer shall be responsible forcomplying with all Applicable Reliability Standards for the InterconnectionCustomer’s Interconnection Facilities and the Small Generating Facility up tothe Point of Change of Ownership, as described in Section 5 of Attachment 2 ofthis Agreement.(a) Each Party shall, at its own expense, maintain in force throughout the period ofthis Agreement, and until released by the other Party, the following minimuminsurance coverage, with insurers rated no less than A- (with a minimum sizerating of VII) by Bests’ Insurance Guide and Key Ratings and authorized to dobusiness in the state where the Point of Interconnection is located:(i)(ii)Employer's Liability and Workers' Compensation Insurance providingstatutory benefits in accordance with the laws and regulations of the statein which the Point of Interconnection is located. Either party may meet therequirement for workers compensation insurance through self insurance ifit is authorized to self insure by the applicable state.Commercial General Liability Insurance including premises andoperations, personal injury, broad form property damage, broad formblanket contractual liability coverage (including coverage for thecontractual indemnification) products and completed operations coverage,coverage for explosion, collapse and underground hazards, independentcontractors coverage, coverage for pollution to the extent normallyavailable and punitive damages to the extent normally available and across liability endorsement, with minimum limits of one million dollars($1,000,000.00) per occurrence/one million dollars ($1,000,000.00)aggregate combined single limit for personal injury, bodily injury, includingdeath and property damage.(iii) Business Automobile Liability Insurance for coverage of owned and nonownedand hired vehicles, trailers or semi-trailers designed for travel onpublic roads, with a minimum, combined single limit of one million dollars($1,000,000.00) per occurrence for bodily injury, including death, andproperty damage.(iv) For this 20 MW project, excess Public Liability Insurance over and abovethe Employer's Liability Commercial General Liability and BusinessAutomobile Liability Insurance coverage, with a minimum combined singlelimit of twenty million dollars ($20,000,000.00) per occurrence/ twenty
Page No. 63million dollars ($20,000,000.00) aggregate. The requirements of Section iiand iv may be met by any combination of general and excess liabilityinsurance.(v)The Commercial General Liability Insurance, Business AutomobileInsurance and Excess Public Liability Insurance policies shall name theother Party, its parent, its subsidiaries and the respective directors,officers, agents, servants and employees ("Other Party Group") asadditional insured. All policies shall contain provisions whereby theinsurers waive all rights of subrogation in accordance with the provisionsof this Agreement against the Other Party Group and endeavor to providethirty (30) calendar days advance written notice to the Other Party Groupprior to anniversary date of cancellation or any material change incoverage or condition.(vi) The Commercial General Liability Insurance, Business Automobile LiabilityInsurance and Excess Public Liability Insurance policies shall containprovisions that specify that the policies are primary and shall apply to suchextent without consideration for other policies separately carried and shallstate that each insured is provided coverage as though a separate policyhad been issued to each, except the insurer’s liability shall not beincreased beyond the amount for which the insurer would have been liablehad only one insured been covered. Each Party shall be responsible forits respective deductibles or retentions.(vii) The Commercial General Liability Insurance, Business Automobile LiabilityInsurance and Excess Public Liability Insurance policies, if written on aClaims First Made Basis, shall be maintained in full force and effect fortwo (2) years after termination of this Agreement, which coverage may bein the form of tail coverage or extended reporting period coverage ifagreed by the Parties.(viii) The requirements contained herein as to the types and limits of allinsurance to be maintained by the Parties are not intended to and shall notin any manner, limit or qualify the liabilities and obligations assumed bythe Parties under this Agreement.(ix) No later than ten (10) Business Days prior to the anticipated commercialoperation date of this Agreement, and as soon as practicable after the endof each fiscal year or at the renewal of the insurance policy and in anyevent within ninety (90) calendar days thereafter, each Party shall providecertification of all insurance required in this Agreement, executed by eachinsurer or by an authorized representative of each insurer.(b) Notwithstanding the foregoing, each Party may self-insure to meet the minimuminsurance requirements of Article 8 of this Agreement and this Attachment 5
Page No. 64Section 6 to the extent it maintains a self-insurance program; provided that,Interconnection Customer’s senior unsecured debt or issuer rating is BBB-, orbetter, as rated by Standard & Poor’s and that its self-insurance program meetsthe minimum insurance requirements of Article 8 of this Agreement and thisAttachment 5 Section 6. For any period of time that Interconnection Customer’ssenior unsecured debt rating and issuer rating are both unrated by Standard &Poor’s or are both rated at less than BBB- by Standard & Poor’s, each Partyshall comply with the insurance requirements applicable to it under Article 8 ofthis Agreement and this Attachment 5 Section 6. In the event that a Party ispermitted to self-insure, it shall notify the other Party that it meets therequirements to self-insure and that its self-insurance program meets theminimum insurance requirements in a manner consistent with that specified inArticle 8 of this Agreement and this Attachment 5 Section 5.(c)The Parties agree to report to each other in writing as soon as practical allaccidents or occurrences resulting in injuries to any person, including death,and any property damage arising out of this Agreement.6. Transfer of Ownership and Easements:(a)Notwithstanding any other provision of this Agreement, InterconnectionCustomer shall, at its sole expense, engineer and construct the InterconnectionCustomer-Constructed Participating TO’s Interconnection Facilities includingprocuring all associated land and property rights as described in Attachment 2to this Agreement, in accordance with Participating TO’s standards andspecifications.(b) Interconnection Customer shall at all times indemnify, defend and saveParticipating TO harmless from any and all damages, losses, claims, demands,suits, recoveries, cost and expenses, court cost, attorney fees, and all otherobligations by third parties, arising out of or resulting from the InterconnectionCustomer’s construction of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, except in the case of grossnegligence or intentional wrongdoing by Participating TO.(c)Prior to commencing construction of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, Participating TO shall reviewInterconnection Customer’s construction documents and the InterconnectionCustomer shall obtain the Participating TO’s approval of the design,engineering, and layout of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities. Such approval shall not beunreasonably withheld.(d) During construction of the Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities, the Participating TO shall have the right toaccess the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities to conduct inspections of such facilities. In the event
Page No. 65Participating TO accesses the construction site, Participating TO shall adhereto prudent utility practice.(e)(f)If, at any time during construction, the Participating TO determines that theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities do not meet the Participating TO’s standards and specifications, theInterconnection Customer shall be obligated to remedy such deficiencies.The Participating TO shall apply, at the Interconnection Customer’s soleexpense, to obtain any regulatory approvals required to be obtained by theParticipating TO for the construction, operation and maintenance of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities.(g) Following completion of construction and prior to energization of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities, Interconnection Customer will advise Participating TO, andParticipating TO shall provide final inspection and field testing of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities, and Interconnection Customer shall obtain Participating TO’sacceptance for transfer of ownership, operation and maintenance of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities.(h) Participating TO and the Interconnection Customer shall execute a Title,Transfer, Assignment and Assumption Agreement which provides for thetransfer of ownership, at no cost to Participating TO, of the InterconnectionCustomer-Constructed Participating TO’s Interconnection Facilities, includingall applicable warranties, from Interconnection Customer to Participating TO.Interconnection Customer shall obtain manufacturer’s standard warranties formajor substation equipment which are transferable directly to Participating TO.Interconnection Customer shall also provide documents to be attached to theTitle, Transfer, Assignment and Assumption Agreement confirming thefollowing: (i) engineered steel has been manufactured per specification, and (ii)site grading has been performed per design and approved by the responsiblecounty agency. The Title, Transfer, Assignment and Assumption Agreementshall also address the transfer of facilities back to Interconnection Customerwhich Interconnection Customer is responsible for removing in the event oftermination of the Agreement.(i)Interconnection Customer shall make all necessary arrangements foreasements and/or other real property rights associated with the installation andoperation of the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities in order for Participating TO to comply with itsobligations under this Agreement. Notwithstanding any other provision of thisAgreement, Distribution Provider shall have no obligation to install theParticipating TO-Constructed Participating TO’s Interconnection Facilities prior
Page No. 66to the effective date of such easement <strong>agreement</strong>s or other real property<strong>agreement</strong>s.(j)(k)(l)During construction of the TOT427 Substation, Interconnection Customer shallprovide Participating TO’s Construction Inspector with onsite, air conditionedoffice space, including desk and chair. Participating TO acknowledges thatsuch space may be in a mobile office also used by Interconnection Customer.Following the transfer of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities to Participating TO, ParticipatingTO shall own, operate and maintain such facilities.Within one hundred-eighty (180) calendar days of the Commercial OperationsDate, Interconnection Customer shall deliver to Participating TO “as-built”drawings, information , and any other documents that are required byParticipating TO to assure that the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities are built to the standards andspecification required by Participating TO.(m) As soon as reasonably practicable, but within six months after completion of theconstruction of the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities, the Interconnection Customer shall provide aninvoice of the final cost of the construction of the Interconnection Customer-Constructed Participating TO’s Interconnection Facilities to the Participating TO, which invoice shall set forth such costs in sufficient detail to enable theParticipating TO to reflect the proper costs of such facilities in this Agreementand in its rate base.
Page No. 67ATTACHMENT 6Participating TO's Description of its Upgradesand Best Estimate of Upgrade CostsThe Participating TO shall describe Upgrades and provide an itemized best estimate ofthe cost, including overheads, of the Upgrades and annual operation and maintenanceexpenses associated with such Upgrades. The Participating TO shall functionalizeUpgrade costs and annual expenses as either transmission or distribution related.1. Network Upgrades.(a) Stand Alone Network Upgrades. None.(b) Other Network Upgrades.(i) Participating TO’s Reliability Network Upgrades.1. Antelope Substation:Add (1) SEL 311L or GE L90 line current differential relaying system toprotect the new three-point line.2. Del Sur Substation:Add (1) SEL 311L or GEL90 line current differential relaying system toprotect the new three-point line. Install two 69000 - 115 V potentialtransformers(ii)Participating TO’s Delivery Network Upgrades. None.2. Distribution Upgrades. None.
Page No. 68ATTACHMENT 7INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANTAttachment 7 sets forth requirements and provisions specific to a wind generating plant.All other requirements of this Agreement continue to apply to wind generating plant<strong>interconnection</strong>s.A. Technical Standards Applicable to a Wind Generating Planti. Low Voltage Ride-Through (LVRT) CapabilityA wind generating plant shall be able to remain online during voltage disturbances up tothe time periods and associated voltage levels set forth in the standard below. TheLVRT standard provides for a transition period standard and a post-transition periodstandard.Transition Period LVRT StandardThe transition period standard applies to wind generating plants that have either: (i)<strong>interconnection</strong> <strong>agreement</strong>s signed and filed with FERC, filed with FERC in unexecutedform, or filed with FERC as non-conforming <strong>agreement</strong>s between January 1, 2006 andDecember 31, 2006, with a scheduled in-service date no later than December 31, 2007,or (ii) wind generating turbines subject to a wind turbine procurement contract executedprior to December 31, 2005, for delivery through 2007.1. Wind generating plants are required to remain in-service during three-phase faultswith normal clearing (which is a time period of approximately 4 – 9 cycles) and singleline to ground faults with delayed clearing, and subsequent post-fault voltagerecovery to prefault voltage unless clearing the fault effectively disconnects the<strong>generator</strong> from the system. The clearing time requirement for a three-phase faultwill be specific to the wind generating plant substation location, as determined byand documented by the Participating TO. The maximum clearing time the windgenerating plant shall be required to withstand for a three-phase fault shall be 9cycles at a voltage as low as 0.15 p.u., as measured at the high side of the windgenerating plant step-up transformer (i.e. the transformer that steps the voltage up tothe transmission <strong>interconnection</strong> voltage or “GSU”), after which, if the fault remainsfollowing the location-specific normal clearing time for three-phase faults, the windgenerating plant may disconnect from the transmission system.2. This requirement does not apply to faults that would occur between the wind<strong>generator</strong> terminals and the high side of the GSU or to faults that would result in avoltage lower than 0.15 per unit on the high side of the GSU serving the facility.3. Wind generating plants may be tripped after the fault period if this action is intendedas part of a special protection system.4. Wind generating plants may meet the LVRT requirements of this standard by theperformance of the <strong>generator</strong>s or by installing additional equipment (e.g., Static VAr
Page No. 69Compensator, etc.) within the wind generating plant or by a combination of <strong>generator</strong>performance and additional equipment.5. Existing individual <strong>generator</strong> units that are, or have been, interconnected to thenetwork at the same location at the effective date of the Attachment 7 LVRTStandard are exempt from meeting the Attachment 7 LVRT Standard for theremaining life of the existing generation equipment. Existing individual <strong>generator</strong>units that are replaced are required to meet the Attachment 7 LVRT Standard.Post-transition Period LVRT StandardAll wind generating plants not covered by the transition period described above mustmeet the following requirements:1. Wind generating plants are required to remain in-service during three-phase faultswith normal clearing (which is a time period of approximately 4 – 9 cycles) and singleline to ground faults with delayed clearing, and subsequent post-fault voltagerecovery to prefault voltage unless clearing the fault effectively disconnects the<strong>generator</strong> from the system. The clearing time requirement for a three-phase faultwill be specific to the wind generating plant substation location, as determined byand documented by the Participating TO. The maximum clearing time the windgenerating plant shall be required to withstand for a three-phase fault shall be 9cycles after which, if the fault remains following the location-specific normal clearingtime for three-phase faults, the wind generating plant may disconnect from theCAISO Controlled Grid. A wind generating plant shall remain interconnected duringsuch a fault on the CAISO Controlled Grid for a voltage level as low as zero volts, asmeasured at the high voltage side of the wind GSU.2. This requirement does not apply to faults that would occur between the wind<strong>generator</strong> terminals and the high side of the GSU.3. Wind generating plants may be tripped after the fault period if this action is intendedas part of a special protection system.4. Wind generating plants may meet the LVRT requirements of this standard by theperformance of the <strong>generator</strong>s or by installing additional equipment (e.g., Static VArCompensator) within the wind generating plant or by a combination of <strong>generator</strong>performance and additional equipment.5. Existing individual <strong>generator</strong> units that are, or have been, interconnected to theCAISO Controlled Grid at the same location at the effective date of the Attachment 7LVRT Standard are exempt from meeting the Attachment 7 LVRT Standard for theremaining life of the existing generation equipment. Existing individual <strong>generator</strong>units that are replaced are required to meet the Attachment 7 LVRT Standard.ii. Power Factor Design Criteria (Reactive Power)A wind generating plant shall operate within a power factor within the range of 0.95leading to 0.95 lagging, measured at the Point of Interconnection as defined in thisAgreement in order to maintain a specified voltage schedule, if the system impact studyshows that such a requirement is necessary to ensure safety or reliability. The power
Page No. 70factor range standard can be met by using, for example, power electronics designed tosupply this level of reactive capability (taking into account any limitations due to voltagelevel, real power output, etc.) or fixed and switched capacitors, or a combination of thetwo, if agreed to by the Participating TO and CAISO. The Interconnection Customershall not disable power factor equipment while the wind plant is in operation. Windplants shall also be able to provide sufficient dynamic voltage support in lieu of thepower system stabilizer and automatic voltage regulation at the <strong>generator</strong> excitationsystem if the system impact study shows this to be required for system safety orreliability.iii. Supervisory Control and Data Acquisition (SCADA) CapabilityThe wind plant shall provide SCADA capability to transmit data and receive instructionsfrom the Participating TO and CAISO to protect system reliability. The Participating TOand CAISO and the wind plant Interconnection Customer shall determine what SCADAinformation is essential for the proposed wind plant, taking into account the size of theplant and its characteristics, location, and importance in maintaining generationresource adequacy and transmission system reliability in its area.
Page No. 71ATTACHMENT 8[This Attachment is Intentionally Omitted]
<strong>Southern</strong> <strong>California</strong> Edison CompanyTariff Title: Transmission Owner TariffTariff Record Title: Service Agreement No. 116Title PageFERC FPA Electric TariffSMALL GENERATOR INTERCONNECTION AGREEMENT(SGIA)AMONGTA-HIGH DESERT LLCANDSOUTHERN CALIFORNIA EDISON COMPANYANDCALIFORNIA INDEPENDENT SYSTEM OPERATORCORPORATIONPROJECT: Antelope Power Plant TOT427 (Q531A)Contract Effective Date: 12/30/11Tariff Record Proposed Effective Date:04/07/131/01/13906.116.21 Version Number: 12.0.0TOT427Option Code: A
Page No. 1TABLE OF CONTENTSSMALL GENERATOR INTERCONNECTION AGREEMENT ........................................................ 4ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT ......................................................... 51.1 ............................................................................................................................................................. 51.2 ............................................................................................................................................................. 51.3 ............................................................................................................................................................. 51.4 ............................................................................................................................................................. 51.5 Responsibilities of the Parties ....................................................................................................... 51.5.1 ...................................................................................................................................................... 51.5.2 ...................................................................................................................................................... 51.5.3 ...................................................................................................................................................... 51.5.4 ...................................................................................................................................................... 61.5.5 ...................................................................................................................................................... 61.5.6 ...................................................................................................................................................... 61.5.7 ...................................................................................................................................................... 61.6 Parallel Operation Obligations ...................................................................................................... 61.7 Metering ........................................................................................................................................ 71.8 Reactive Power ............................................................................................................................. 71.8.1 ...................................................................................................................................................... 71.8.2 ...................................................................................................................................................... 71.9 ............................................................................................................................................................. 7ARTICLE 2. INSPECTION, TESTING, AUTHORIZATION, AND RIGHT OF ACCESS ....................... 72.1 Equipment Testing and Inspection ................................................................................................ 72.1.1 ...................................................................................................................................................... 72.1.2 ...................................................................................................................................................... 72.2 Authorization Required Prior to Parallel Operation ....................................................................... 82.2.1 ...................................................................................................................................................... 82.2.2 ...................................................................................................................................................... 82.3 Right of Access to Premises ......................................................................................................... 82.3.1 ...................................................................................................................................................... 82.3.2 ...................................................................................................................................................... 82.3.3 ...................................................................................................................................................... 9ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, AND DISCONNECTION ........................... 93.1 Effective Date ................................................................................................................................ 93.2 Term of Agreement ....................................................................................................................... 93.3 Termination ................................................................................................................................... 93.3.1 ...................................................................................................................................................... 93.3.2 ...................................................................................................................................................... 93.3.3 ...................................................................................................................................................... 93.3.4 ...................................................................................................................................................... 93.4 Temporary Disconnection ........................................................................................................... 103.4.1 Emergency Conditions ........................................................................................................ 103.4.2 Routine Maintenance, Construction, and Repair ................................................................ 103.4.3 Forced Outages ................................................................................................................... 113.4.4 Adverse Operating Effects .................................................................................................. 113.4.5 Modification of the Small Generating Facility ...................................................................... 123.4.6 Reconnection ...................................................................................................................... 12ARTICLE 4. COSTS FOR INTERCONNECTION FACILITIES & DISTRIBUTION UPGRADES .......... 124.1 Interconnection Facilities ............................................................................................................. 124.1.1 .................................................................................................................................................... 124.1.2 .................................................................................................................................................... 124.2 Distribution Upgrades .................................................................................................................. 12ARTICLE 5. COST RESPONSIBILITY FOR NETWORK UPGRADES .......................................... 13
Page No. 25.1 Applicability ................................................................................................................................. 135.2 Network Upgrades ...................................................................................................................... 135.3 Transmission Credits .................................................................................................................. 135.3.1 Repayment of Amounts Advanced for Network Upgrades ................................................. 135.3.2 Special Provisions for Affected Systems ............................................................................ 145.3.3 Rights Under Other Agreements ......................................................................................... 14ARTICLE 6. BILLING, PAYMENT, MILESTONES, AND FINANCIAL SECURITY ........................... 146.1 Billing and Payment Procedures and Final Accounting .............................................................. 146.1.1 .................................................................................................................................................... 146.1.2 .................................................................................................................................................... 156.2 Milestones ................................................................................................................................... 156.3 Financial Security Arrangements for Small Generating Facilities Processed Under the FastTrack Process or Small Generating Facilities Processed under SGIP ................................................... 156.3.1 .................................................................................................................................................... 166.3.2 .................................................................................................................................................... 166.3.3 .................................................................................................................................................... 166.4 Financial Security Arrangements for All Other Small Generating Facilities ................................ 166.4.1 .................................................................................................................................................... 176.4.2 .................................................................................................................................................... 17ARTICLE 7. ASSIGNMENT, LIABILITY, INDEMNITY, FORCE MAJEURE, AND DEFAULT ............. 177.1 Assignment .................................................................................................................................. 177.1.1 .................................................................................................................................................... 177.1.2 .................................................................................................................................................... 177.1.3 .................................................................................................................................................... 177.2 Limitation of Liability .................................................................................................................... 187.3 Indemnity ..................................................................................................................................... 187.3.1 .................................................................................................................................................... 187.3.2 .................................................................................................................................................... 187.3.3 .................................................................................................................................................... 187.3.4 .................................................................................................................................................... 187.3.5 .................................................................................................................................................... 187.4 Consequential Damages ............................................................................................................. 197.5 Force Majeure ............................................................................................................................. 197.5.1 .................................................................................................................................................... 197.5.2 .................................................................................................................................................... 197.6 Default ......................................................................................................................................... 197.6.1 .................................................................................................................................................... 197.6.2 .................................................................................................................................................... 20ARTICLE 8. INSURANCE ................................................................................................... 208.1 ........................................................................................................................................................... 208.2 ........................................................................................................................................................... 208.3 ........................................................................................................................................................... 218.4 ........................................................................................................................................................... 21ARTICLE 9. CONFIDENTIALITY .......................................................................................... 219.1 ........................................................................................................................................................... 219.2 ........................................................................................................................................................... 219.2.1 .................................................................................................................................................... 219.2.2 .................................................................................................................................................... 219.3 ........................................................................................................................................................... 21ARTICLE 10. DISPUTES .................................................................................................... 2210.1 ......................................................................................................................................................... 2210.2 ......................................................................................................................................................... 2210.3 ......................................................................................................................................................... 2210.4 ......................................................................................................................................................... 2210.5 ......................................................................................................................................................... 22
Page No. 310.6 ......................................................................................................................................................... 22ARTICLE 11. TAXES ......................................................................................................... 2211.1 ......................................................................................................................................................... 2211.2 ......................................................................................................................................................... 22ARTICLE 12. MISCELLANEOUS .......................................................................................... 2312.1 Governing Law, Regulatory Authority, and Rules ................................................................... 2312.2 Amendment ............................................................................................................................. 2312.3 No Third-Party Beneficiaries ................................................................................................... 2312.4 Waiver ..................................................................................................................................... 2312.4.1 .................................................................................................................................................. 2312.4.2 .................................................................................................................................................. 2312.5 Entire Agreement .................................................................................................................... 2312.6 Multiple Counterparts .............................................................................................................. 2412.7 No Partnership ........................................................................................................................ 2412.8 Severability .............................................................................................................................. 2412.9 Security Arrangements ............................................................................................................ 2412.10 Environmental Releases ......................................................................................................... 2412.11 Subcontractors ........................................................................................................................ 2512.11.1 ................................................................................................................................................ 2512.11.2 ................................................................................................................................................ 2512.12 Reservation of Rights .............................................................................................................. 25ARTICLE 13. NOTICES ...................................................................................................... 2613.1 General .................................................................................................................................... 2613.2 Billing and Payment ................................................................................................................ 2713.3 Alternative Forms of Notice ..................................................................................................... 2713.4 Designated Operating Representative .................................................................................... 2813.5 Changes to the Notice Information.......................................................................................... 29Article 14. Signatures .............................................................................................................................. 29ATTACHMENT 1 ............................................................................................................... 31ATTACHMENT 2 ............................................................................................................... 34ATTACHMENT 3 ............................................................................................................... 54ATTACHMENT 4 ............................................................................................................... 55ATTACHMENT 5 ............................................................................................................... 58ATTACHMENT 6 ........................................................................................................... 6665ATTACHMENT 7 ........................................................................................................... 7069ATTACHMENT 8 ........................................................................................................... 7372
Page No. 4SMALL GENERATOR INTERCONNECTION AGREEMENTThis Small Generator Interconnection Agreement ("Agreement") is made and enteredinto this ________ day of ________________, 20___, by <strong>Southern</strong> <strong>California</strong> EdisonCompany , a corporation organized and existing under the laws of the State of<strong>California</strong> ("Participating TO"), the <strong>California</strong> Independent System Operator Corporation,a <strong>California</strong> nonprofit public benefit corporation organized and existing under the laws ofthe State of <strong>California</strong> ("CAISO") and TA-High Desert LLC, a limited liability companyorganized and existing under the laws of the State of <strong>California</strong> ("InterconnectionCustomer") each hereinafter sometimes referred to individually as "Party" or referred tocollectively as the "Parties."Participating TO InformationParticipating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152E-mail Address:william.law@sce.comCAISO InformationAttention: Mr. Brij Basho, Contracts Negotiator LeadAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 608-7136 Fax: (916) 608-7292E-mail: bbasho@caiso.comInterconnection Customer InformationInterconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650E-mail Address: vivek.nayak@tuusso.comInterconnection Customer Queue Position number: Q531AIn consideration of the mutual covenants set forth herein, the Parties agree as follows:
Page No. 5ARTICLE 1. SCOPE AND LIMITATIONS OF AGREEMENT1.1 This Agreement shall be used for all Small Generating Facility InterconnectionRequests submitted under the applicable <strong>generator</strong> procedure (either theGenerator Interconnection Procedures (GIP) set forth in Appendix Y or the SmallGenerator Interconnection Procedures (SGIP) set forth in Appendix S) except forthose submitted under the 10 kW Inverter Process contained in GIP Appendix7or SGIP Attachment 5. For those Interconnection Requests, Appendix 7 andAttachment 5 contain the terms and conditions which serve as theInterconnection Agreement1.2 This Agreement governs the terms and conditions under which theInterconnection Customer’s Small Generating Facility will interconnect with, andoperate in parallel with, the Participating TO’s Transmission System.1.3 This Agreement does not constitute an <strong>agreement</strong> to purchase or deliver theInterconnection Customer's power. The purchase or delivery of power and otherservices that the Interconnection Customer may require will be covered underseparate <strong>agreement</strong>s, if any. The Interconnection Customer will be responsiblefor separately making all necessary arrangements (including scheduling) fordelivery of electricity in accordance with the CAISO Tariff.1.4 Nothing in this Agreement is intended to affect any other <strong>agreement</strong> between oramong the Parties.1.5 Responsibilities of the Parties1.5.1 The Parties shall perform all obligations of this Agreement in accordancewith all Applicable Laws and Regulations, Operating Requirements, andGood Utility Practice. The Parties shall use the Large GeneratorInterconnection Agreement (CAISO Tariff Appendix V or Appendix Z, asapplicable) to interpret the responsibilities of the Parties under thisAgreement.1.5.2 The Interconnection Customer shall construct, interconnect, operate andmaintain its Small Generating Facility and construct, operate, and maintainits Interconnection Facilities in accordance with the applicablemanufacturer's recommended maintenance schedule, and in accordancewith this Agreement, and with Good Utility Practice.1.5.3 The Participating TO shall construct, operate, and maintain itsInterconnection Facilities and Upgrades in accordance with thisAgreement, and with Good Utility Practice. The CAISO and theParticipating TO shall cause the Participating TO’s Transmission Systemto be operated and controlled in a safe and reliable manner and inaccordance with this Agreement.
Page No. 61.5.4 The Interconnection Customer agrees to construct its facilities or systemsin accordance with applicable specifications that meet or exceed thoseprovided by the National Electrical Safety Code, the American NationalStandards Institute, IEEE, Underwriter's Laboratory, and OperatingRequirements in effect at the time of construction and other applicablenational and state codes and standards. The Interconnection Customeragrees to design, install, maintain, and operate its Small GeneratingFacility so as to reasonably minimize the likelihood of a disturbanceadversely affecting or impairing the system or equipment of theParticipating TO and any Affected Systems. The InterconnectionCustomer shall comply with the Participating TO’s InterconnectionHandbook. In the event of a conflict between the terms of this Agreementand the terms of the Participating TO’s Interconnection Handbook, theterms in this Agreement shall govern.1.5.5 Each Party shall operate, maintain, repair, and inspect, and shall be fullyresponsible for the facilities that it now or subsequently may own unlessotherwise specified in the Attachments to this Agreement. Each Partyshall be responsible for the safe installation, maintenance, repair andcondition of their respective lines and appurtenances on their respectivesides of the point of change of ownership. The Participating TO and theInterconnection Customer, as appropriate, shall provide InterconnectionFacilities that adequately protect the CAISO Controlled Grid, theParticipating TO’s electric system, the Participating TO’s personnel, andother persons from damage and injury. The allocation of responsibility forthe design, installation, operation, maintenance and ownership ofInterconnection Facilities shall be delineated in the Attachments to thisAgreement.1.5.6 The Participating TO and the CAISO shall coordinate with AffectedSystems to support the <strong>interconnection</strong>.1.5.7 [This provision is intentionally omitted.]1.6 Parallel Operation ObligationsOnce the Small Generating Facility has been authorized to commence paralleloperation, the Interconnection Customer shall abide by all rules and procedurespertaining to the parallel operation of the Small Generating Facility in the CAISOBalancing Authority Area, including, but not limited to; 1) the rules andprocedures concerning the operation of generation set forth in the CAISO Tarifffor the CAISO Controlled Grid and; 2) the Operating Requirements set forth inAttachment 5 of this Agreement.
Page No. 71.7 MeteringThe Interconnection Customer shall be responsible for the reasonable andnecessary cost for the purchase, installation, operation, maintenance, testing,repair, and replacement of metering and data acquisition equipment specified inAttachments 2 and 3 of this Agreement. The Interconnection Customer'smetering (and data acquisition, as required) equipment shall conform toapplicable industry rules and Operating Requirements.1.8 Reactive Power1.8.1 The Interconnection Customer shall design its Small Generating Facility tomaintain a composite power delivery at continuous rated power output atthe terminals of each generating unit at a power factor within the range of0.95 leading to 0.90 lagging, unless the CAISO has established differentrequirements that apply to all similarly situated <strong>generator</strong>s in the CAISOBalancing Authority Area on a comparable basis. The requirements of thisparagraph shall not apply to wind <strong>generator</strong>s and the requirements ofAttachment 7 shall apply instead.1.8.2 Payment to the Interconnection Customer for reactive power that theSmall Generating Facility provides or absorbs when the CAISO requeststhe Interconnection Customer to operate its Small Generating Facilityoutside the range specified in Article 1.8.1 will be made by the CAISO inaccordance with the applicable provisions of the CAISO Tariff.1.9 Capitalized terms used herein shall have the meanings specified in the Glossaryof Terms in Attachment 1 or the body of this Agreement.ARTICLE 2. INSPECTION, TESTING, AUTHORIZATION, AND RIGHT OF ACCESS2.1 Equipment Testing and Inspection2.1.1 The Interconnection Customer shall test and inspect its Small GeneratingFacility and Interconnection Facilities prior to <strong>interconnection</strong>. TheInterconnection Customer shall notify the Participating TO and the CAISOof such activities no fewer than five (5) Business Days (or as may beagreed to by the Parties) prior to such testing and inspection. Testing andinspection shall occur on a Business Day. The Participating TO and theCAISO may, at their own expense, send qualified personnel to the SmallGenerating Facility site to inspect the <strong>interconnection</strong> and observe thetesting. The Interconnection Customer shall provide the Participating TOand the CAISO a written test report when such testing and inspection iscompleted.2.1.2 The Participating TO and the CAISO shall provide the InterconnectionCustomer written acknowledgment that they have received the
Page No. 8Interconnection Customer's written test report. Such writtenacknowledgment shall not be deemed to be or construed as anyrepresentation, assurance, guarantee, or warranty by the Participating TOor the CAISO of the safety, durability, suitability, or reliability of the SmallGenerating Facility or any associated control, protective, and safetydevices owned or controlled by the Interconnection Customer or thequality of power produced by the Small Generating Facility.2.2 Authorization Required Prior to Parallel Operation2.2.1 The Participating TO and the CAISO shall use Reasonable Efforts to listapplicable parallel operation requirements in Attachment 5 of thisAgreement. Additionally, the Participating TO and the CAISO shall notifythe Interconnection Customer of any changes to these requirements assoon as they are known. The Participating TO and the CAISO shall makeReasonable Efforts to cooperate with the Interconnection Customer inmeeting requirements necessary for the Interconnection Customer tocommence parallel operations by the in-service date.2.2.2 The Interconnection Customer shall not operate its Small GeneratingFacility in parallel with the Participating TO’s Transmission System withoutprior written authorization of the Participating TO. The Participating TOwill provide such authorization to the Interconnection Customer and theCAISO once the Participating TO receives notification that theInterconnection Customer has complied with all applicable paralleloperation requirements. Such authorization shall not be unreasonablywithheld, conditioned, or delayed.2.3 Right of Access to Premises2.3.1 Upon reasonable notice, the Participating TO and the CAISO may send aqualified person to the premises of the Interconnection Customer at orimmediately before the time the Small Generating Facility first producesenergy to inspect the <strong>interconnection</strong>, and observe the commissioning ofthe Small Generating Facility (including any required testing), startup, andoperation for a period of up to three (3) Business Days after initial start-upof the unit. In addition, the Interconnection Customer shall notify theParticipating TO and the CAISO at least five (5) Business Days prior toconducting any on-site verification testing of the Small Generating Facility.2.3.2 Following the initial inspection process described above, at reasonablehours, and upon reasonable notice, or at any time without notice in theevent of an emergency or hazardous condition, the Participating TO andthe CAISO shall have access to the Interconnection Customer's premisesfor any reasonable purpose in connection with the performance of theobligations imposed on it by this Agreement or if necessary to meet itslegal obligation to provide service to its customers.
Page No. 92.3.3 Each Party shall be responsible for its own costs associated with followingthis article.ARTICLE 3. EFFECTIVE DATE, TERM, TERMINATION, AND DISCONNECTION3.1 Effective DateThis Agreement shall become effective upon execution by the Parties subject toacceptance by FERC (if applicable), or if filed unexecuted, upon the datespecified by the FERC. The Participating TO and the CAISO shall promptly filethis Agreement with the FERC upon execution, if required.3.2 Term of AgreementThis Agreement shall become effective on the Effective Date and shall remain ineffect for a period of twenty-five (25) years from the Effective Date and shall beautomatically renewed for each successive one-year period thereafter, unlessterminated earlier in accordance with Article 3.3 of this Agreement.3.3 TerminationNo termination shall become effective until the Parties have complied with allApplicable Laws and Regulations applicable to such termination, including thefiling with FERC of a notice of termination of this Agreement (if required), whichnotice has been accepted for filing by FERC.3.3.1 The Interconnection Customer may terminate this Agreement at any timeby giving the Participating TO and the CAISO twenty (20) Business Dayswritten notice.3.3.2 Any Party may terminate this Agreement after Default pursuant toArticle 7.6.3.3.3 Upon termination of this Agreement, the Small Generating Facility will bedisconnected from the CAISO Controlled Grid. All costs required toeffectuate such disconnection shall be borne by the terminating Party,unless such termination resulted from the non-terminating Party’s Defaultof this Agreement or such non-terminating Party otherwise is responsiblefor these costs under this Agreement.3.3.4 The termination of this Agreement shall not relieve any Party of itsliabilities and obligations, owed or continuing at the time of termination.3.3.5 The provisions of this article shall survive termination or expiration of thisAgreement.
Page No. 103.4 Temporary DisconnectionTemporary disconnection of the Small Generating Facility or associatedInterconnection Facilities shall continue only for so long as reasonably necessaryunder Good Utility Practice.3.4.1 Emergency Conditions"Emergency Condition" shall mean a condition or situation: (1) that in thejudgment of the Party making the claim is imminently likely to endangerlife or property; (2) that, in the case of the CAISO, is imminently likely (asdetermined in a non-discriminatory manner) to cause a material adverseeffect on the security of, or damage to, the CAISO Controlled Grid or theelectric systems of others to which the CAISO Controlled Grid is directlyconnected; (3) that, in the case of the Participating TO, is imminently likely(as determined in a non-discriminatory manner) to cause a materialadverse effect on the security of, or damage to, the Participating TO’sTransmission System, the Participating TO's Interconnection Facilities,Distribution System, or the electric systems of others to which theParticipating TO’s electric system is directly connected; or (4) that, in thecase of the Interconnection Customer, is imminently likely (as determinedin a non-discriminatory manner) to cause a material adverse effect on thesecurity of, or damage to, the Small Generating Facility or theInterconnection Customer's Interconnection Facilities. Under EmergencyConditions, the CAISO or the Participating TO may immediately suspendInterconnection Service and temporarily disconnect the Small GeneratingFacility. The Participating TO or the CAISO shall notify theInterconnection Customer promptly when it becomes aware of anEmergency Condition that may reasonably be expected to affect theInterconnection Customer's operation of the Small Generating Facility orthe Interconnection Customer’s Interconnection Facilities. TheInterconnection Customer shall notify the Participating TO and the CAISOpromptly when it becomes aware of an Emergency Condition that mayreasonably be expected to affect the CAISO Controlled Grid, theParticipating TO’s Interconnection Facilities, or any Affected Systems. Tothe extent information is known, the notification shall describe theEmergency Condition, the extent of the damage or deficiency, theexpected effect on the operation of the Interconnection Customer’s orParticipating TO’s facilities and operations, its anticipated duration, andthe necessary corrective action.3.4.2 Routine Maintenance, Construction, and RepairThe Participating TO or the CAISO may interrupt <strong>interconnection</strong> serviceor curtail the output of the Small Generating Facility and temporarilydisconnect the Small Generating Facility from the CAISO Controlled Gridwhen necessary for routine maintenance, construction, and repairs on theCAISO Controlled Grid or the Participating TO’s electric system. The
Page No. 11Party scheduling the interruption shall provide the InterconnectionCustomer with (5) five Business Days notice prior to such interruption.The Party scheduling the interruption shall use Reasonable Efforts tocoordinate such reduction or temporary disconnection with theInterconnection Customer.The Interconnection Customer shall update its planned maintenanceschedules in accordance with the CAISO Tariff. The CAISO may requestthe Interconnection Customer to reschedule its maintenance as necessaryto maintain the reliability of the CAISO Controlled Grid in accordance withthe CAISO Tariff. Such planned maintenance schedules and updates andchanges to such schedules shall be provided by the InterconnectionCustomer to the Participating TO concurrently with their submittal to theCAISO.3.4.3 Forced OutagesDuring any forced outage, the Participating TO or the CAISO maysuspend <strong>interconnection</strong> service to effect immediate repairs on the CAISOControlled Grid or the Participating TO’s electric system. The ParticipatingTO or the CAISO shall use Reasonable Efforts to provide theInterconnection Customer with prior notice. If prior notice is not given, theParticipating TO or the CAISO shall, upon request, provide theInterconnection Customer written documentation after the fact explainingthe circumstances of the disconnection. The Interconnection Customershall notify CAISO, as soon as practicable, of all forced outages orreductions of the Small Generating Facility in accordance with the CAISOTariff.3.4.4 Adverse Operating EffectsThe Participating TO or the CAISO shall notify the InterconnectionCustomer as soon as practicable if, based on Good Utility Practice,operation of the Small Generating Facility may cause disruption ordeterioration of service to other customers served from the same electricsystem, or if operating the Small Generating Facility could cause damageto the CAISO Controlled Grid, the Participating TO's Transmission Systemor Affected Systems. Supporting documentation used to reach thedecision to disconnect shall be provided to the Interconnection Customerupon request. If, after notice, the Interconnection Customer fails toremedy the adverse operating effect within a reasonable time, theParticipating TO or the CAISO may disconnect the Small GeneratingFacility. The Participating TO or the CAISO shall provide theInterconnection Customer with (5) five Business Day notice of suchdisconnection, unless the provisions of Article 3.4.1 apply.
Page No. 123.4.5 Modification of the Small Generating FacilityThe Interconnection Customer must receive written authorization from theParticipating TO and the CAISO before making any change to the SmallGenerating Facility that may have a material impact on the safety orreliability of the CAISO Controlled Grid or the Participating TO’s electricsystem. Such authorization shall not be unreasonably withheld.Modifications shall be done in accordance with Good Utility Practice. Ifthe Interconnection Customer makes such modification without theParticipating TO's and the CAISO’s prior written authorization, theParticipating TO or the CAISO shall have the right to temporarilydisconnect the Small Generating Facility.3.4.6 ReconnectionThe Parties shall cooperate with each other to restore the SmallGenerating Facility, Interconnection Facilities, the Participating TO’selectric system, and the CAISO Controlled Grid to their normal operatingstate as soon as reasonably practicable following a temporarydisconnection.ARTICLE 4. COSTS FOR INTERCONNECTION FACILITIES & DISTRIBUTIONUPGRADES4.1 Interconnection Facilities4.1.1 The Interconnection Customer shall pay for the cost of the InterconnectionFacilities itemized in Attachment 2 of this Agreement. The ParticipatingTO shall provide a best estimate cost, including overheads, for thepurchase and construction of its Interconnection Facilities and provide adetailed itemization of such costs. Costs associated with InterconnectionFacilities may be shared with other entities that may benefit from suchfacilities by <strong>agreement</strong> of the Interconnection Customer, such otherentities, the CAISO, and the Participating TO.4.1.2 The Interconnection Customer shall be responsible for its share of allreasonable expenses, including overheads, associated with (1) owning,operating, maintaining, repairing, and replacing its own InterconnectionFacilities, and (2) operating, maintaining, repairing, and replacing theParticipating TO's Interconnection Facilities.4.2 Distribution UpgradesThe Participating TO shall design, procure, construct, install, and own theDistribution Upgrades described in Attachment 6 of this Agreement. If theParticipating TO and the Interconnection Customer agree, the InterconnectionCustomer may construct Distribution Upgrades that are located on land ownedby the Interconnection Customer. The actual cost of the Distribution Upgrades,including overheads, shall be directly assigned to the Interconnection Customer.
Page No. 13ARTICLE 5. COST RESPONSIBILITY FOR NETWORK UPGRADES5.1 ApplicabilityNo portion of this Article 5 shall apply unless the <strong>interconnection</strong> of the SmallGenerating Facility requires Network Upgrades.5.2 Network UpgradesThe Participating TO shall design, procure, construct, install, and own theNetwork Upgrades described in Attachment 6 of this Agreement. If theParticipating TO and the Interconnection Customer agree, the InterconnectionCustomer may construct Network Upgrades that are located on land owned bythe Interconnection Customer. Unless the Participating TO elects to pay forNetwork Upgrades, the actual cost of the Network Upgrades, includingoverheads, shall be borne initially by the Interconnection Customer.5.3 Transmission CreditsNo later than thirty (30) days prior to the Commercial Operation Date, theInterconnection Customer may make a one-time election by written notice to theCAISO and the Participating TO to receive Congestion Revenue Rights asdefined in and as available under the CAISO Tariff at the time of the election inaccordance with the CAISO Tariff, in lieu of a refund of the cost of NetworkUpgrades in accordance with Article 5.3.1.5.3.1 Repayment of Amounts Advanced for Network UpgradesUpon the Commercial Operation Date, the Interconnection Customer shallbe entitled to a repayment, equal to the total amount paid to theParticipating TO for the cost of Network Upgrades. Such amount shallinclude any tax gross-up or other tax-related payments associated withNetwork Upgrades not refunded to the Interconnection Customer, andshall be paid to the Interconnection Customer by the Participating TO on adollar-for-dollar basis either through (1) direct payments made on alevelized basis over the five-year period commencing on the CommercialOperation Date; or (2) any alternative payment schedule that is mutuallyagreeable to the Interconnection Customer and Participating TO, providedthat such amount is paid within five (5) years from the CommercialOperation Date. Notwithstanding the foregoing, if this Agreementterminates within five (5) years from the Commercial Operation Date, theParticipating TO’s obligation to pay refunds to the InterconnectionCustomer shall cease as of the date of termination. Any repayment shallinclude interest calculated in accordance with the methodology set forth inFERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date of anypayment for Network Upgrades through the date on which theInterconnection Customer receives a repayment of such payment.Interest shall continue to accrue on the repayment obligation so long as
Page No. 14this Agreement is in effect. The Interconnection Customer may assignsuch repayment rights to any person.If the Small Generating Facility fails to achieve Commercial Operation, butit or another Generating Facility is later constructed and makes use of theNetwork Upgrades, the Participating TO shall at that time reimburseInterconnection Customer for the amounts advanced for the NetworkUpgrades. Before any such reimbursement can occur, theInterconnection Customer, or the entity that ultimately constructs theGenerating Facility, if different, is responsible for identifying the entity towhich reimbursement must be made.5.3.2 Special Provisions for Affected SystemsThe Interconnection Customer shall enter into an <strong>agreement</strong> with theowner of the Affected System and/or other affected owners of portions ofthe CAISO Controlled Grid, as applicable, in accordance with theapplicable generation <strong>interconnection</strong> procedure under which the SmallGenerating Facility was processed (SGIP or GIP). Such <strong>agreement</strong> shallspecify the terms governing payments to be made by the InterconnectionCustomer to the owner of the Affected System and/or other affectedowners of portions of the CAISO Controlled Grid. In no event shall theParticipating TO be responsible for the repayment for any facilities that arenot part of the Participating TO’s Transmission System.5.3.3 Rights Under Other AgreementsNotwithstanding any other provision of this Agreement, nothing hereinshall be construed as relinquishing or foreclosing any rights, including butnot limited to firm transmission rights, capacity rights, transmissioncongestion rights, or transmission credits, that the InterconnectionCustomer shall be entitled to, now or in the future, under any other<strong>agreement</strong> or tariff as a result of, or otherwise associated with, thetransmission capacity, if any, created by the Network Upgrades, includingthe right to obtain cash reimbursements or transmission credits fortransmission service that is not associated with the Small GeneratingFacility.ARTICLE 6. BILLING, PAYMENT, MILESTONES, AND INTERCONNECTIONFINANCIAL SECURITY6.1 Billing and Payment Procedures and Final Accounting6.1.1 The Participating TO shall bill the Interconnection Customer for thedesign, engineering, construction, and procurement costs ofInterconnection Facilities and Upgrades contemplated by this Agreementon a monthly basis, or as otherwise agreed by the Parties. TheInterconnection Customer shall pay each bill within thirty (30) calendardays of receipt, or as otherwise agreed to by the Parties. Notwithstanding
Page No. 15the foregoing, any invoices between the CAISO and another Party shall besubmitted and paid in accordance with the CAISO Tariff.6.1.2 Within six (6) months of completing the construction and installation of theParticipating TO's Interconnection Facilities and/or Upgrades described inthe Attachments to this Agreement, the Participating TO shall provide theInterconnection Customer with a final accounting report of any differencebetween (1) the Interconnection Customer's cost responsibility for theactual cost of such facilities or Upgrades, and (2) the InterconnectionCustomer's previous aggregate payments to the Participating TO for suchfacilities or Upgrades. If the Interconnection Customer's cost responsibilityexceeds its previous aggregate payments, the Participating TO shallinvoice the Interconnection Customer for the amount due and theInterconnection Customer shall make payment to the Participating TOwithin thirty (30) calendar days. If the Interconnection Customer'sprevious aggregate payments exceed its cost responsibility under thisAgreement, the Participating TO shall refund to the InterconnectionCustomer an amount equal to the difference within 30 calendar days ofthe final accounting report.6.2 MilestonesThe Parties shall agree on milestones for which each Party is responsible and listthem in Attachment 4 of this Agreement. A Party's obligations under thisprovision may be extended by <strong>agreement</strong>. If a Party anticipates that it will beunable to meet a milestone for any reason other than a Force Majeure Event, asdefined in Article 7.5.1, it shall immediately notify the other Parties of thereason(s) for not meeting the milestone and (1) propose the earliest reasonablealternate date by which it can attain this and future milestones, and (2) requestappropriate amendments to Attachment 4. The Parties affected by the failure tomeet a milestone shall not unreasonably withhold <strong>agreement</strong> to such anamendment unless (1) they will suffer significant uncompensated economic oroperational harm from the delay, (2) attainment of the same milestone haspreviously been delayed, or (3) they have reason to believe that the delay inmeeting the milestone is intentional or unwarranted notwithstanding thecircumstances explained by the Party proposing the amendment.6.3 Interconnection Financial Security Arrangements for Small Generating FacilitiesProcessed Under the Fast Track Process or Small Generating FacilitiesProcessed under SGIPThe terms and conditions of this Article 6.3 shall apply only to:1. Small Generating Facilities that are no larger than 5 MW that areprocessed under the Fast Track Process under the GenerationInterconnection Procedures, CAISO Tariff Appendix Y; and
Page No. 162. Small Generating Facilities processed under the Small GenerationInterconnection Procedures set forth in CAISO Tariff Appendix S.In such case, the terms of Article 6.4 below do not apply to thisAgreement.For easy reference, the Parties shall check the Box below when this Article 6.3applies:[ xx ] THIS ARTICLE 6.3 APPLIES6.3.1 At least twenty (20) Business Days prior to the commencement of thedesign, procurement, installation, or construction of a discrete portion ofthe Participating TO's Interconnection Facilities and Upgrades, theInterconnection Customer shall provide the Participating TO, at theInterconnection Customer's option, a guarantee, a surety bond, letter ofcredit or other form of security that is reasonably acceptable to theParticipating TO and is consistent with the Uniform Commercial Code ofthe jurisdiction where the Point of Interconnection is located. Suchsecurity for payment shall be in an amount sufficient to cover the costs forconstructing, designing, procuring, and installing the applicable portion ofthe Participating TO's Interconnection Facilities and Upgrades and shallbe reduced on a dollar-for-dollar basis for payments made to theParticipating TO under this Agreement during its term.6.3.2 If a guarantee is provided, the guarantee must be made by an entity thatmeets the creditworthiness requirements of the Participating TO, andcontain terms and conditions that guarantee payment of any amount thatmay be due from the Interconnection Customer, up to an agreed-tomaximum amount.6.3.3 If a letter of credit or surety bond is provided, the letter of credit or suretybond must be issued by a financial institution or insurer reasonablyacceptable to the Participating TO and must specify a reasonableexpiration date.6.4 Interconnection Financial Security Arrangements for All Other Small GeneratingFacilitiesThe terms of this Article 6.4 apply to Small Generating Facilities that have beenprocessed under either1. the cluster study process or2. the Independent study track processof the Generation Interconnection Procedures set forth in CAISO TariffAppendix Y. In such case, the provisions of Article 6.3 do not apply to thisAgreement.In such case, the terms of Article 6.3 above do not apply to this Agreement.
Page No. 17For easy reference, the Parties shall check the Box below when this Article 6.4applies:[ ] THIS ARTICLE 6.4 APPLIES6.4.1 The Interconnection Customer is obligated to provide all necessaryInterconnection Financial Security required under Section 9 of the GIP in amanner acceptable under Section 9 of the GIP. Failure by theInterconnection Customer to timely satisfy the GIP’s requirements for theprovision of Interconnection Financial Security shall be deemed a breachof this Agreement and a condition of Default of this Agreement.6.4.2 Notwithstanding any other provision in this Agreement for notice of Defaultand opportunity to cure such Default, the CAISO or the Participating TOshall provide Interconnection Customer with written notice of any Defaultdue to timely failure to post Interconnection Financial Security, and theInterconnection Customer shall have five (5) Business Days from the dateof such notice to cure such Default by posting the required InterconnectionFinancial Security. If the Interconnection Customer fails to cure theDefault, then this Agreement shall be deemed terminated.ARTICLE 7. ASSIGNMENT, LIABILITY, INDEMNITY, FORCE MAJEURE, ANDDEFAULT7.1 AssignmentThis Agreement may be assigned by any Party upon fifteen (15) Business Daysprior written notice and opportunity to object by the other Parties; provided that:7.1.1 Any Party may assign this Agreement without the consent of the otherParties to any affiliate of the assigning Party with an equal or greater creditrating and with the legal authority and operational ability to satisfy theobligations of the assigning Party under this Agreement, provided that theInterconnection Customer promptly notifies the Participating TO and theCAISO of any such assignment;7.1.2 The Interconnection Customer shall have the right to assign thisAgreement, without the consent of the Participating TO or the CAISO, forcollateral security purposes to aid in providing financing for the SmallGenerating Facility, provided that the Interconnection Customer willpromptly notify the Participating TO and the CAISO of any suchassignment.7.1.3 Any attempted assignment that violates this article is void and ineffective.Assignment shall not relieve a Party of its obligations, nor shall a Party'sobligations be enlarged, in whole or in part, by reason thereof. Anassignee is responsible for meeting the same financial, credit, and
Page No. 18insurance obligations as the Interconnection Customer. Where required,consent to assignment will not be unreasonably withheld, conditioned ordelayed.7.2 Limitation of LiabilityEach Party's liability to the other Parties for any loss, cost, claim, injury, liability,or expense, including reasonable attorney's fees, relating to or arising from anyact or omission in its performance of this Agreement, shall be limited to theamount of direct damage actually incurred. In no event shall any Party be liableto the other Parties for any indirect, special, consequential, or punitive damages,except as authorized by this Agreement.7.3 Indemnity7.3.1 This provision protects each Party from liability incurred to third parties asa result of carrying out the provisions of this Agreement. Liability underthis provision is exempt from the general limitations on liability found inArticle 7.2.7.3.2 The Parties shall at all times indemnify, defend, and hold the other Partiesharmless from, any and all damages, losses, claims, including claims andactions relating to injury to or death of any person or damage to property,demand, suits, recoveries, costs and expenses, court costs, attorney fees,and all other obligations by or to third parties, arising out of or resultingfrom another Party's action or failure to meet its obligations under thisAgreement on behalf of the indemnifying Party, except in cases of grossnegligence or intentional wrongdoing by the indemnified Party.7.3.3 If an indemnified Party is entitled to indemnification under this article as aresult of a claim by a third party, and the indemnifying Party fails, afternotice and reasonable opportunity to proceed under this article, to assumethe defense of such claim, such indemnified Party may at the expense ofthe indemnifying Party contest, settle or consent to the entry of anyjudgment with respect to, or pay in full, such claim.7.3.4 If an indemnifying Party is obligated to indemnify and hold any indemnifiedParty harmless under this article, the amount owing to the indemnifiedParty shall be the amount of such indemnified Party's actual loss, net ofany insurance or other recovery.7.3.5 Promptly after receipt by an indemnified Party of any claim or notice of thecommencement of any action or administrative or legal proceeding orinvestigation as to which the indemnity provided for in this article mayapply, the indemnified Party shall notify the indemnifying Party of suchfact. Any failure of or delay in such notification shall not affect a Party's
Page No. 19indemnification obligation unless such failure or delay is materiallyprejudicial to the indemnifying Party.7.4 Consequential DamagesOther than as expressly provided for in this Agreement, no Party shall be liableunder any provision of this Agreement for any losses, damages, costs orexpenses for any special, indirect, incidental, consequential, or punitivedamages, including but not limited to loss of profit or revenue, loss of the use ofequipment, cost of capital, cost of temporary equipment or services, whetherbased in whole or in part in contract, in tort, including negligence, strict liability, orany other theory of liability; provided, however, that damages for which a Partymay be liable to another Party under another <strong>agreement</strong> will not be considered tobe special, indirect, incidental, or consequential damages hereunder.7.5 Force Majeure7.5.1 As used in this article, a Force Majeure Event shall mean "any act of God,labor disturbance, act of the public enemy, war, insurrection, riot, fire,storm or flood, explosion, breakage or accident to machinery orequipment, any order, regulation or restriction imposed by governmental,military or lawfully established civilian authorities, or any other causebeyond a Party’s control. A Force Majeure Event does not include an actof negligence or intentional wrongdoing by the Party claiming ForceMajeure."7.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligationsunder this Agreement, the Party affected by the Force Majeure Event(Affected Party) shall promptly notify the other Parties, either in writing orvia the telephone, of the existence of the Force Majeure Event. Thenotification must specify in reasonable detail the circumstances of theForce Majeure Event, its expected duration, and the steps that theAffected Party is taking to mitigate the effects of the event on itsperformance. The Affected Party shall keep the other Parties informed ona continuing basis of developments relating to the Force Majeure Eventuntil the event ends. The Affected Party will be entitled to suspend ormodify its performance of obligations under this Agreement (other than theobligation to make payments) only to the extent that the effect of the ForceMajeure Event cannot be mitigated by the use of Reasonable Efforts. TheAffected Party will use Reasonable Efforts to resume its performance assoon as possible.7.6 Default7.6.1 No Default shall exist where such failure to discharge an obligation (otherthan the payment of money) is the result of a Force Majeure Event asdefined in this Agreement or the result of an act or omission of another
Page No. 20Party. Upon a Default, the affected non-defaulting Party(ies) shall givewritten notice of such Default to the defaulting Party. Except as providedin Article 7.6.2 and in Article 6.4.2, the defaulting Party shall have sixty(60) calendar days from receipt of the Default notice within which to curesuch Default; provided however, if such Default is not capable of curewithin sixty (60) calendar days, the defaulting Party shall commence suchcure within twenty (20) calendar days after notice and continuously anddiligently complete such cure within six months from receipt of the Defaultnotice; and, if cured within such time, the Default specified in such noticeshall cease to exist.7.6.2 If a Default is not cured as provided in this article, or if a Default is notcapable of being cured within the period provided for herein, the affectednon-defaulting Party(ies) shall have the right to terminate this Agreementby written notice at any time until cure occurs, and be relieved of anyfurther obligation hereunder and, whether or not such Party(ies)terminates this Agreement, to recover from the defaulting Party allamounts due hereunder, plus all other damages and remedies to which itis entitled at law or in equity. The provisions of this article will survivetermination of this Agreement.ARTICLE 8. INSURANCE8.1 The Interconnection Customer shall, at its own expense, maintain in forcegeneral liability insurance without any exclusion for liabilities related to the<strong>interconnection</strong> undertaken pursuant to this Agreement. The amount of suchinsurance shall be sufficient to insure against all reasonably foreseeable directliabilities given the size and nature of the generating equipment beinginterconnected, the <strong>interconnection</strong> itself, and the characteristics of the system towhich the <strong>interconnection</strong> is made. The Interconnection Customer shall obtainadditional insurance only if necessary as a function of owning and operating aGenerating Facility. Such insurance shall be obtained from an insuranceprovider authorized to do business in the State where the <strong>interconnection</strong> islocated. Certification that such insurance is in effect shall be provided uponrequest of the Participating TO or CAISO, except that the InterconnectionCustomer shall show proof of insurance to the Participating TO and CAISO nolater than ten (10) Business Days prior to the anticipated Commercial OperationDate. If the Interconnection Customer is of sufficient credit-worthiness, it maypropose to self-insure for such liabilities, and such a proposal shall not beunreasonably rejected.8.2 The Participating TO agrees to maintain general liability insurance or selfinsuranceconsistent with the Participating TO’s commercial practice. Suchinsurance or self-insurance shall not exclude coverage for the Participating TO'sliabilities undertaken pursuant to this Agreement.
Page No. 218.3 The CAISO agrees to maintain general liability insurance or self-insuranceconsistent with the CAISO’s commercial practice. Such insurance shall notexclude coverage for the CAISO’s liabilities undertaken pursuant to thisAgreement.8.4 The Parties further agree to notify each other whenever an accident or incidentoccurs resulting in any injuries or damages that are included within the scope ofcoverage of such insurance, whether or not such coverage is sought.ARTICLE 9. CONFIDENTIALITY9.1 Confidential Information shall mean any confidential and/or proprietaryinformation provided by one Party to another Party that is clearly marked orotherwise designated "Confidential." For purposes of this Agreement all design,operating specifications, and metering data provided by the InterconnectionCustomer shall be deemed Confidential Information regardless of whether it isclearly marked or otherwise designated as such.9.2 Confidential Information does not include information previously in the publicdomain, required to be publicly submitted or divulged by GovernmentalAuthorities (after notice to the other Parties and after exhausting any opportunityto oppose such publication or release), or necessary to be divulged in an actionto enforce this Agreement. Each Party receiving Confidential Information shallhold such information in confidence and shall not disclose it to any third party norto the public without the prior written authorization from the Party providing thatinformation, except to fulfill obligations under this Agreement, or to fulfill legal orregulatory requirements.9.2.1 Each Party shall employ at least the same standard of care to protectConfidential Information obtained from the other Parties as it employs toprotect its own Confidential Information.9.2.2 Each Party is entitled to equitable relief, by injunction or otherwise, toenforce its rights under this provision to prevent the release of ConfidentialInformation without bond or proof of damages, and may seek otherremedies available at law or in equity for breach of this provision.9.3 Notwithstanding anything in this article to the contrary, and pursuant to 18 CFR §1b.20, if FERC, during the course of an investigation or otherwise, requestsinformation from one of the Parties that is otherwise required to be maintained inconfidence pursuant to this Agreement, the Party shall provide the requestedinformation to FERC, within the time provided for in the request for information.In providing the information to FERC, the Party may, consistent with 18 CFR §388.112, request that the information be treated as confidential and non-public byFERC and that the information be withheld from public disclosure. Parties areprohibited from notifying the other Parties to this Agreement prior to the releaseof the Confidential Information to FERC. The Party shall notify the other Parties
Page No. 22to this Agreement when it is notified by FERC that a request to releaseConfidential Information has been received by FERC, at which time any of theParties may respond before such information would be made public, pursuant to18 CFR § 388.112. Requests from a state regulatory body conducting aconfidential investigation shall be treated in a similar manner if consistent withthe applicable state rules and regulations.ARTICLE 10. DISPUTESAll disputes arising out of or in connection with this Agreement whereby relief issought by or from CAISO shall be settled in accordance with the provisions ofArticle 13 of the CAISO Tariff, except that references to the CAISO Tariff in suchArticle 13 of the CAISO Tariff shall be read as reference to this Agreement.Disputes arising out of or in connection with this Agreement not subject toprovisions of Article 13 of the CAISO Tariff shall be resolved as follows:10.1 The Parties agree to attempt to resolve all disputes arising out of the<strong>interconnection</strong> process according to the provisions of this article.10.2 In the event of a dispute, either Party shall provide the other Party with a writtenNotice of Dispute. Such Notice shall describe in detail the nature of the dispute.10.3 If the dispute has not been resolved within two (2) Business Days after receipt ofthe Notice, either Party may contact FERC's Dispute Resolution Service (DRS)for assistance in resolving the dispute.10.4 The DRS will assist the Parties in either resolving their dispute or in selecting anappropriate dispute resolution venue (e.g., mediation, settlement judge, earlyneutral evaluation, or technical expert) to assist the Parties in resolving theirdispute. DRS can be reached at 1-877-337-2237 or via the internet athttp://www.ferc.gov/legal/adr.asp.10.5 Each Party agrees to conduct all negotiations in good faith and will beresponsible for one-half of any costs paid to neutral third-parties.10.6 If neither Party elects to seek assistance from the DRS, or if the attempteddispute resolution fails, then either Party may exercise whatever rights andremedies it may have in equity or law consistent with the terms of thisAgreement.ARTICLE 11. TAXES11.1 The Parties agree to follow all applicable tax laws and regulations, consistentwith FERC policy and Internal Revenue Service requirements.11.2 Each Party shall cooperate with the other Parties to maintain the other Parties’tax status. Nothing in this Agreement is intended to adversely affect the
Page No. 23Participating TO's tax exempt status with respect to the issuance of bondsincluding, but not limited to, local furnishing bonds.ARTICLE 12. MISCELLANEOUS12.1 Governing Law, Regulatory Authority, and RulesThe validity, interpretation and enforcement of this Agreement and each of itsprovisions shall be governed by the laws of the state of <strong>California</strong>, without regardto its conflicts of law principles. This Agreement is subject to all Applicable Lawsand Regulations. Each Party expressly reserves the right to seek changes in,appeal, or otherwise contest any laws, orders, or regulations of a GovernmentalAuthority.12.2 AmendmentThe Parties may amend this Agreement by a written instrument duly executed byall of the Parties, or under Article 12.12 of this Agreement.12.3 No Third-Party BeneficiariesThis Agreement is not intended to and does not create rights, remedies, orbenefits of any character whatsoever in favor of any persons, corporations,associations, or entities other than the Parties, and the obligations hereinassumed are solely for the use and benefit of the Parties, their successors ininterest and where permitted, their assigns.12.4 Waiver12.4.1 The failure of a Party to this Agreement to insist, on any occasion, uponstrict performance of any provision of this Agreement will not beconsidered a waiver of any obligation, right, or duty of, or imposed upon,such Party.12.4.2 Any waiver at any time by any Party of its rights with respect to thisAgreement shall not be deemed a continuing waiver or a waiver withrespect to any other failure to comply with any other obligation, right, dutyof this Agreement. Termination or Default of this Agreement for anyreason by Interconnection Customer shall not constitute a waiver of theInterconnection Customer's legal rights to obtain an <strong>interconnection</strong> fromthe Participating TO. Any waiver of this Agreement shall, if requested, beprovided in writing.12.5 Entire AgreementThis Agreement, including all Attachments, constitutes the entire <strong>agreement</strong>among the Parties with reference to the subject matter hereof, and supersedes
Page No. 24all prior and contemporaneous understandings or <strong>agreement</strong>s, oral or written,between or among the Parties with respect to the subject matter of thisAgreement. There are no other <strong>agreement</strong>s, representations, warranties, orcovenants which constitute any part of the consideration for, or any condition to,any Party's compliance with its obligations under this Agreement.12.6 Multiple CounterpartsThis Agreement may be executed in two or more counterparts, each of which isdeemed an original but all constitute one and the same instrument.12.7 No PartnershipThis Agreement shall not be interpreted or construed to create an association,joint venture, agency relationship, or partnership among the Parties or to imposeany partnership obligation or partnership liability upon any Party. No Party shallhave any right, power or authority to enter into any <strong>agreement</strong> or undertaking for,or act on behalf of, or to act as or be an agent or representative of, or tootherwise bind, another Party.12.8 SeverabilityIf any provision or portion of this Agreement shall for any reason be held oradjudged to be invalid or illegal or unenforceable by any court of competentjurisdiction or other Governmental Authority, (1) such portion or provision shall bedeemed separate and independent, (2) the Parties shall negotiate in good faith torestore insofar as practicable the benefits to each Party that were affected bysuch ruling, and (3) the remainder of this Agreement shall remain in full force andeffect.12.9 Security ArrangementsInfrastructure security of electric system equipment and operations and controlhardware and software is essential to ensure day-to-day reliability andoperational security. FERC expects all transmission providers, marketparticipants, and <strong>interconnection</strong> customers interconnected to electric systems tocomply with the recommendations offered by the President's CriticalInfrastructure Protection Board and, eventually, best practice recommendationsfrom the electric reliability authority. All public utilities are expected to meet basicstandards for system infrastructure and operational security, including physical,operational, and cyber-security practices.12.10 Environmental ReleasesEach Party shall notify the other Parties, first orally and then in writing, of therelease of any hazardous substances, any asbestos or lead abatement activities,or any type of remediation activities related to the Small Generating Facility orthe Interconnection Facilities, each of which may reasonably be expected to
Page No. 25affect the other Parties. The notifying Party shall (1) provide the notice as soonas practicable, provided such Party makes a good faith effort to provide thenotice no later than 24 hours after such Party becomes aware of the occurrence,and (2) promptly furnish to the other Parties copies of any publicly availablereports filed with any governmental authorities addressing such events.12.11 SubcontractorsNothing in this Agreement shall prevent a Party from utilizing the services of anysubcontractor as it deems appropriate to perform its obligations under thisAgreement; provided, however, that each Party shall require its subcontractors tocomply with all applicable terms and conditions of this Agreement in providingsuch services and each Party shall remain primarily liable to the other Parties forthe performance of such subcontractor.12.11.1 The creation of any subcontract relationship shall not relieve thehiring Party of any of its obligations under this Agreement. The hiringParty shall be fully responsible to the other Parties for the acts oromissions of any subcontractor the hiring Party hires as if no subcontracthad been made; provided, however, that in no event shall the ParticipatingTO or the CAISO be liable for the actions or inactions of theInterconnection Customer or its subcontractors with respect to obligationsof the Interconnection Customer under this Agreement. Any applicableobligation imposed by this Agreement upon the hiring Party shall beequally binding upon, and shall be construed as having application to, anysubcontractor of such Party.12.11.2 The obligations under this article will not be limited in any way byany limitation of subcontractor’s insurance.12.12 Reservation of RightsThe CAISO and Participating TO shall each have the right to make a unilateralfiling with FERC to modify this Agreement pursuant to Section 205 or any otherapplicable provision of the Federal Power Act and FERC's rules and regulationsthereunder with respect to the following articles of this Agreement and withrespect to any rates, terms and conditions, charges, classifications of service,rule or regulation covered by these articles:Introductory Paragraph, 1.1, 1.2, 1.3, 1.4, 1.5.1, 1.5.2, 1.5.3, 1.5.4, 1.5.5, 1.5.6,1.5.7, 1.6, 1.7, 1.8.1, 1.9, 2.1, 2.2.1, 2.3, 3, 4.1.1 (last sentence only), 5.1, 5.3,6.2, 7, 8, 9, 11, 12, 13, Attachment 1, Attachment 4, Attachment 5, andAttachment 7.The Participating TO shall have the exclusive right to make a unilateral filing withFERC to modify this Agreement pursuant to Section 205 or any other applicableprovision of the Federal Power Act and FERC's rules and regulations thereunder
Page No. 26with respect to the following articles of this Agreement and with respect to anyrates, terms and conditions, charges, classifications of service, rule or regulationcovered by these articles:2.2.2, 4.1.1 (all but the last sentence), 4.1.2, 4.2, 5.2, 6.1.1 (all but the lastsentence), 6.1.2, 6.3, 10 (all but preamble), Attachment 2, Attachment 3 andAttachment 6.The CAISO shall have the exclusive right to make a unilateral filing with FERC tomodify this Agreement pursuant to Section 205 or any other applicable provisionof the Federal Power Act and FERC's rules and regulations thereunder withrespect to the following articles of this Agreement and with respect to any rates,terms and conditions, charges, classifications of service, rule or regulationcovered by these articles:1.8.2, 6.1.1 (last sentence only) and 10 (preamble only).The Interconnection Customer, the CAISO, and the Participating TO shall havethe right to make a unilateral filing with FERC to modify this Agreement underany applicable provision of the Federal Power Act and FERC's rules andregulations; provided that each Party shall have the right to protest any suchfiling by another Party and to participate fully in any proceeding before FERC inwhich such modifications may be considered. Nothing in this Agreement shalllimit the rights of the Parties or of FERC under sections 205 or 206 of the FederalPower Act and FERC's rules and regulations, except to the extent that theParties otherwise mutually agree as provided herein.13.1 GeneralARTICLE 13. NOTICESUnless otherwise provided in this Agreement, any written notice, demand, orrequest required or authorized in connection with this Agreement ("Notice") shallbe deemed properly given if delivered in person, delivered by recognized nationalcourier service, or sent by first class mail, postage prepaid, to the personspecified below:If to the Interconnection Customer:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650
Page No. 27If to the Participating TO:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152If to the CAISO: <strong>California</strong> Independent System OperatorAttention: Ms. Roni Reese, Sr. Contract AnalystAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-729213.2 Billing and PaymentBillings and payments shall be sent to the addresses set out below:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Accounts Receivable (GCM)Address: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91771-000113.3 Alternative Forms of NoticeAny notice or request required or permitted to be given by any Party to the otherParties and not required by this Agreement to be given in writing may be so givenby telephone, facsimile or e-mail to the telephone numbers and e-mail addressesset out below:If to the Interconnection Customer:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalAddress: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650E-mail address: vivek.nayak@tuusso.com
Page No. 28If to the Participating TO:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Mr. William Law, Manager, Grid Contract ManagementAddress: P. O. Box 8002244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-9640 Fax: (626) 302-1152E-mail Address:william.law@sce.comIf to the CAISO:If to the CAISO: <strong>California</strong> Independent System OperatorAttention: Ms. Roni Reese, Sr. Contract AnalystAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-7292E-mail Address: rreese@caiso.com13.4 Designated Operating RepresentativeThe Parties may also designate operating representatives to conduct thecommunications which may be necessary or convenient for the administration ofthis Agreement. This person will also serve as the point of contact with respectto operations and maintenance of the Party’s facilities.Interconnection Customer’s Operating Representative:Interconnection Customer: TA-High Desert LLCAttention: Mr. Vivek Nayak, PrincipalStreet Address: 119 First Ave. S. - #100City: Seattle State: WA Zip: 98104Phone: (917) 371-0460 Fax: (206) 402-6650Participating TO’s Operating Representative:Participating TO: <strong>Southern</strong> <strong>California</strong> Edison CompanyAttention: Drew Brabb, Manager2244 Walnut Grove AvenueCity: Rosemead State: CA Zip: 91770Phone: (626) 302-7843 Fax: (626) 703-7042
Page No. 29CAISO’s Operating Representative<strong>California</strong> Independent System Operator CorporationAttention: Mr. Robert KottAddress: 250 Outcropping WayCity: Folsom State: CA Zip: 95630Phone: (916) 351-4400 Fax: (916) 608-576213.5 Changes to the Notice InformationAny Party may change this information by giving five (5) Business Days writtennotice to the other Parties prior to the effective date of the change.ARTICLE 14. SIGNATURESIN WITNESS WHEREOF, the Parties have caused this Agreement to be executed bytheir respective duly authorized representatives.For <strong>Southern</strong> <strong>California</strong> Edison CompanyBy:____________/s/________________________________Name: _____Kevin M. Payne_______________________________________Title: ___Vice President, Engineering & Technical Services, TDBU ________Date: ______12/21/2011_____________________________For <strong>California</strong> Independent System Operator CorporationBy:________/s/_______________________________ __Name: ______Steve Berberich_________________________Title: _____Chief Executive Officer__________________Date: ______12/22/2011_____________________________
Page No. 30For TA-High Desert LLCBy:________/s/_________________________________Name: _____Owen Hurd______________________Title: _____Chief Executive Officer__________________Date: ______12/21/2011_____________________________
Page No. 31ATTACHMENT 1Glossary of TermsAffected System – An electric system other than the CAISO Controlled Grid that maybe affected by the proposed <strong>interconnection</strong>, including the Participating TO’s electricsystem that is not part of the CAISO Controlled Grid.Applicable Laws and Regulations – All duly promulgated applicable federal, state andlocal laws, regulations, rules, ordinances, codes, decrees, judgments, directives, orjudicial or administrative orders, permits and other duly authorized actions of anyGovernmental Authority.Balancing Authority Area - The collection of generation, transmission, and loadswithin the metered boundaries of the Balancing Authority. The Balancing Authoritymaintains load-resource balance within this area.Business Day – Monday through Friday, excluding federal holidays and the day afterThanksgiving Day.Commercial Operation Date – The date on which a Small Generating Facilitycommenced generating electricity for sale as agreed upon by the Participating TO andthe Interconnection Customer and in accordance with any implementation plan agreedto by the Participating TO and the CAISO for multiple individual generating units orproject phases at a Small Generating Facility where an Interconnection Customerintends to establish separate Commercial Operation Dates for those generating units orproject phases.Default – The failure of a breaching Party to cure its breach under this Agreement.Distribution System – Those non-CAISO-controlled transmission and distributionfacilities owned by the Participating TO.Distribution Upgrades – The additions, modifications, and upgrades to theParticipating TO's Distribution System. Distribution Upgrades do not includeInterconnection Facilities.Good Utility Practice – Any of the practices, methods and acts engaged in orapproved by a significant portion of the electric utility industry during the relevant timeperiod, or any of the practices, methods and acts which, in the exercise of reasonablejudgment in light of the facts known at the time the decision was made, could have beenexpected to accomplish the desired result at a reasonable cost consistent with goodbusiness practices, reliability, safety and expedition. Good Utility Practice is notintended to be any one of a number of the optimum practices, methods, or acts to theexclusion of all others, but rather to be acceptable practices, methods, or acts generallyaccepted in the region.
Page No. 32Governmental Authority – Any federal, state, local or other governmental regulatory oradministrative agency, court, commission, department, board, or other governmentalsubdivision, legislature, rulemaking board, tribunal, or other governmental authorityhaving jurisdiction over the Parties, their respective facilities, or the respective servicesthey provide, and exercising or entitled to exercise any administrative, executive, police,or taxing authority or power; provided, however, that such term does not include theInterconnection Customer, CAISO, Participating TO, or any affiliate thereof.Interconnection Facilities – The Participating TO's Interconnection Facilities and theInterconnection Customer's Interconnection Facilities. Collectively, InterconnectionFacilities include all facilities and equipment between the Small Generating Facility andthe Point of Interconnection, including any modification, additions or upgrades that arenecessary to physically and electrically interconnect the Small Generating Facility to theParticipating TO's Transmission System. Interconnection Facilities are sole usefacilities and shall not include Distribution Upgrades or Network Upgrades.Interconnection Handbook – A handbook, developed by the Participating TO andposted on the Participating TO’s website or otherwise made available by theParticipating TO, describing technical and operational requirements for wholesale<strong>generator</strong>s and loads connected to the Participating TO's Transmission System, assuch handbook may be modified or superseded from time to time. The ParticipatingTO's standards contained in the Interconnection Handbook shall be deemed consistentwith Good Utility Practice and applicable reliability standards.Interconnection Request – A request, in accordance with the CAISO Tariff, tointerconnect a new Small Generating Facility, or to increase the capacity of, or make aMaterial Modification to the operating characteristics of, an existing Small GeneratingFacility that is interconnected with the CAISO Controlled Grid.CAISO Controlled Grid – The system of transmission lines and associated facilities ofthe parties to a Transmission Control Agreement that have been placed under theCAISO’s Operational Control.CAISO Tariff – The CAISO’s tariff, as filed with FERC, and as amended orsupplemented from time to time, or any successor tariff.Material Modification – A modification that has a material impact on the cost or timingof any Interconnection Request or any other valid <strong>interconnection</strong> request with a laterqueue priority date.Network Upgrades – Additions, modifications, and upgrades to the Participating TO'sTransmission System required at or beyond the point at which the Small GeneratingFacility interconnects with the CAISO Controlled Grid to accommodate the<strong>interconnection</strong> of the Small Generating Facility with the CAISO Controlled Grid.Network Upgrades do not include Distribution Upgrades.
Page No. 33Operational Control – The rights of the CAISO under a Transmission ControlAgreement and the CAISO Tariff to direct the parties to the Transmission ControlAgreement how to operate their transmission lines and facilities and other electric plantaffecting the reliability of those lines and facilities for the purpose of affordingcomparable non-discriminatory transmission access and meeting applicable reliabilitycriteria.Operating Requirements – Any operating and technical requirements that may beapplicable due to the CAISO, Western Electricity Coordinating Council, BalancingAuthority Area, or the Participating TO's requirements, including those set forth in thisAgreement.Party or Parties – The Participating TO, CAISO, Interconnection Customer or theapplicable combination of the above.Point of Interconnection – The point where the Interconnection Facilities connect withthe Participating TO's Transmission System.Reasonable Efforts – With respect to an action required to be attempted or taken by aParty under this Agreement, efforts that are timely and consistent with Good UtilityPractice and are otherwise substantially equivalent to those a Party would use to protectits own interests.Small Generating Facility – The Interconnection Customer's device for the productionof electricity identified in the Interconnection Request, but shall not include theInterconnection Customer's Interconnection Facilities.Transmission Control Agreement – CAISO FERC Electric Tariff No. 7.Transmission System – The facilities owned and operated by the Participating TO andthat have been placed under the CAISO’s Operational Control, which facilities form partof the CAISO Controlled Grid.Upgrades – The required additions and modifications to the Participating TO'sTransmission System and Distribution System at or beyond the Point of Interconnection.Upgrades may be Network Upgrades or Distribution Upgrades. Upgrades do notinclude Interconnection Facilities.
Page No. 34ATTACHMENT 2Description and Costs of the Small Generating Facility,Interconnection Facilities, and Metering EquipmentEquipment, including the Small Generating Facility, Interconnection Facilities, andmetering equipment shall be itemized and identified as being owned by theInterconnection Customer or the Participating TO. The Participating TO will provide abest estimate itemized cost, including overheads, of its Interconnection Facilities andmetering equipment, and a best estimate itemized cost of the annual operation andmaintenance expenses associated with its Interconnection Facilities and meteringequipment.The Participating TO’s Interconnection Facilities, Network Upgrades and DistributionUpgrades described in this Attachment 2 are based on the Participating TO’spreliminary engineering and design. Such descriptions are subject to modification toreflect the actual facilities constructed and installed following the Participating TO’s finalengineering and design, identification of field conditions, and compliance with applicableenvironmental and permitting requirements.The naming of the Interconnection Facilities, Network Upgrades and DistributionUpgrades described in this Agreement are for purposes of identification in thisAgreement only. The names of such facilities may be changed during engineering anddesign so as to be consistent with the Participating TO’s facilities naming protocols.1. Interconnection Facilities.(a)Interconnection Customer's Interconnection Facilities. The InterconnectionCustomer shall:(i) Install one (1) 66/34.5 kV 20 MVA main step-up transformer with a 9%percent H-X impedance on a 20 MVA base.(ii)Install a new 66 kV generation tie-line from the Small Generating Facilityto a position designated by the Participating TO, outside of theParticipating TO’s TOT427 Substation, where Interconnection Customershall install a structure (“Last Structure”). This generation tie-line will bereferred to as the Antelope Power Plant Project-TOT427 Substation 66 kVTransmission Line. The right-of-way for the Antelope Power Plant Project-TOT427 Substation 66 kV Line shall extend up to the edge of the TOT427Substation property line.(iii) Install all required CAISO-approved compliant metering equipment at theSmall Generating Facility, in accordance with Section 10 of the CAISOTariff.(iv) Install revenue metering equipment (typically, metering cabinet, voltageand current transformers) at the Small Generating Facility to meter theSmall Generating Facility retail load, as specified by the Participating TO.Metering cabinet must be placed at a location outside of the
Page No. 35Interconnection Customer's switchyard that would allow twenty-four houraccess for the Participating TO’s metering personnel.(v) Install disconnect facilities in accordance with the Participating TO’sInterconnection Handbook to comply with the Participating TO’s switchingand tagging procedures.(vi) Install the 66 kV line protection at the Antelope Power Plant Project.(vii) Allow Participating TO to install revenue meters required to meter theretail load at the Generating Facility(viii) Grant an easement which provides the Participating TO unrestrictedaccess to the Participating TO’s Interconnection Facilities located on theInterconnection Customer’s side of the Point of Change of Ownership forconstruction, operation, and maintenance.(ix) Make available adequate space and facilities necessary for the installation(x)of the Participating TO’s RTU.Install circuit(s) and required station interface data connections up to theParticipating TO’s remote terminal unit (“RTU”) located at the AntelopePower Plant Project.(xi) Provide sufficient floor space within a secure building having suitableenvironmental controls for the Participating TO to install and operate one(1) 8-foot high by 19-inch wide communications equipment rack for theParticipating TO’s RTU; provide either one (1) 115 VAC dedicated circuit(separate from the RTU) or a 130 VDC dedicated circuit to power thecommunications equipment rack at the Small Generating Facility site.(b)Interconnection Customer-Constructed Participating TO’sInterconnection Facilities: The Interconnection Customer shall:(i) Engineer and construct the TOT427 Substation to provide single serviceto interconnect the Project.(ii) Install a Mechanical-Electrical Equipment Room (“MEER”) as part of theTOT427 Substation facility.(iii) Transfer ownership of TOT427 Substation to Participating TO, including aten-foot easement around each side of the TOT427 Substation.Interconnection Customer shall work with the owner of the land uponwhich TOT427 Substation is located to implement an easement or otherdocument(s) that provide Participating TO with unrestricted rights toaccess the TOT427 Substation for operations, maintenance, repairs, andother such activities associated with operation and maintenance of a 66kV electrical substation.(iv) Perform all work according to Participating TO’s engineering, design,materials and construction standards.
Page No. 36(c)Participating TO-Constructed Participating TO’s InterconnectionFacilities: The Participating TO shall:(i) TOT427 Substation:1. Review the complete engineering and design drawings, and bill ofmaterials submitted by Interconnection Customer to verify compliancewith the Participating TO’s engineering and design standards;2. Inspect the site during construction to verify compliance withParticipating TO’s materials and construction standards;3. Test TOT427 Substation prior to energization.(ii) Subtransmission:1. Install two (2) tubular steel poles (TSPs) to tap the Antelope-Del Sur 66kV Line, and connect to the new TOT427 Substation to form theAntelope-Del Sur-TOT427 Substation 66 kV Line.2. Three (3) sets of 66 kV pole switches.3. Associated conductor and insulators, as necessary.(iii) Telecommunications:Install light-wave, channel, fiber optic cables and associated equipmentsupporting diverse protection, RTU, and SCADA requirements for theAntelope Power Plant Project <strong>interconnection</strong>. Install fiber optic cable,conduit and poles, as needed from Antelope Substation and Del SurSubstation to the new TOT427 Substation.(iv) Real Properties, Transmission Project Licensing, and EnvironmentalHealth and Safety:Obtain easements and/or acquire land, obtain licensing and permits, andperform all required environmental activities for the installation ofInterconnection Facilities and associated telecommunication equipment.(v) Power System ControlInstall one (1) RTU at the new TOT427 Substation to monitor typicalsubstation elements such as MW, MVAR, terminal voltage and circuitbreaker status and transmit the information to the Participating TO’s GridControl Center. Interconnection Customer will provide generationinformation to this RTU.(vi)Metering:Install revenue meters required to meter the retail load at the SmallGenerating Facility. Notwithstanding that the meters will be located on theInterconnection Customer’s side of the Point of Change of Ownership, theParticipating TO shall own, operate and maintain such facilities as a partof the Participating TO’s Interconnection Facilities.
Page No. 372. Network Upgrades. See Attachment 6, Section 1.3. Distribution Upgrades. See Attachment 6, Section 2.4. Point of Change of Ownership.(a) Antelope Power Plant Project-TOT427 Substation 66 kV Transmission Line:The Point of Change of Ownership shall be the point where the conductors ofthe Antelope Power Plant Project-TOT427 Substation 66 kV Transmission Lineare attached to the Last Structure, which will be connected on the side of theLast Structure facing the TOT427 Substation. The Interconnection Customershall own and maintain the Last Structure, the conductors, insulators andjumper loops from such Last Structure to the Interconnection Customer’s SmallGenerating Facility. The Participating TO will own and maintain the TOT427Substation, as well as all circuit breakers, disconnects, relay facilities andmetering within the TOT427 Substation, together with the line drop, in theirentirety, from the Last Structure to TOT427 Substation. The Participating TOwill own the insulators that are used to attach the Participating TO-ownedconductors to the Last Structure as well as the jumper loops used to connectthe Participating TO-owned conductors to the Interconnection Customer-ownedconductors.5. Point of Interconnection. A tap on the existing Antelope-Del Sur 66 kV line.6. One-Line Diagram of Interconnection.See Attachment 3.7. Additional Definitions. For the purposes of these Attachments, the followingterms, when used with initial capitalization, whether in the singular or the plural, shallhave the meanings specified below:(a)(b)(c)Accounting Practice: Generally accepted accounting principles and practicesapplicable to electric utility operations.Annual Tax Security Reassessment: In accordance with the directives of FERCOrders 2003-A and 2003-B associated with Section 10 of this Attachment 2, theannual reassessment of the current tax liability, which will commence the firstyear after Interconnection Customer’s in-service date.Applicable Reliability Council: The Western Electricity Coordinating Council orits successor.(d) Applicable Reliability Standards: The requirements and guidelines of the NorthAmerican Electric Reliability Corporation (NERC), the Applicable ReliabilityCouncil, and the Balancing Authority Area of the Participating TO’s
Page No. 38Transmission System to which the Generating Facility is directlyinterconnected, including the requirements adopted pursuant to Section 215 ofthe Federal Power Act.(e)(f)(g)Balancing Authority: The responsible entity that integrates resource plansahead of time, maintains load-interchange-generation balance within aBalancing Authority Area, and supports Interconnection frequency in real time.Capital Additions: Any modifications to the Participating TO’s InterconnectionFacilities. Such modifications may be any Units of Property which are added tothe Participating TO’s Interconnection Facilities; the enlargement, modificationor betterment of any Units of Property constituting a part of the ParticipatingTO’s Interconnection Facilities; or the replacement of any Units of Propertyconstituting a part of the Participating TO’s Interconnection Facilities,irrespective of whether such replacement constitutes an enlargement,modification or betterment of that which it replaces; and the costs of whichadditions, enlargements, modifications, betterments or replacements inaccordance with Accounting Practice would be capitalized and have notpreviously been included in the Interconnection Facilities Cost.Capital Additions Cost: All costs, excluding One-Time Cost, determined byDistribution Provider to be associated with the design, engineering,procurement, construction and installation of Capital Additions.(h) CPUC: The <strong>California</strong> Public Utilities Commission, or its regulatory successor.(i)(j)(k)(l)Credit Support: A parent guarantee, letter of credit, surety bond, or othersecurity meeting the requirements of Article 6.3 of this Agreement.Customer-Financed Monthly Rate: The rate most recently adopted by theCPUC for application to the Participating TO’s retail electric customers foradded facilities, which does not compensate the Participating TO forreplacement of added facilities. The currently effective Customer-FinancedMonthly Rate is as provided in Section 15 of this Attachment 2.Delivery Network Upgrades Cost: All costs, excluding One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the Participating TO’sDelivery Network Upgrades. The Delivery Network Upgrades Cost is providedin Section 14 of this Attachment 2.Delivery Network Upgrades Payment: The sum of the Delivery NetworkUpgrades Cost and associated One-Time Cost. The Delivery NetworkUpgrades Payment is provided in Section 16 of this Attachment 2.
Page No. 39(m) Distribution Upgrades Cost: All costs, excluding ITCC and One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the DistributionUpgrades. The Distribution Upgrades Cost is provided in Section 14 of thisAttachment 2.(n)Distribution Upgrades Payment: The sum of the Distribution Upgrades Costand associated One-Time Cost. The Distribution Upgrades Payment isprovided in Section 16 of this Attachment 2.(o) Effective Date: The date on which this Agreement becomes effective pursuantto Article 3.1.(p) EKWRA: East Kern Wind Resource Area, as described on page 1 of theaddendum to the facility study report dated December 21, 2010.(q)Electric Generating Unit: An individual electric <strong>generator</strong> and its associatedplant and apparatus whose electrical output is capable of being separatelyidentified and metered.(p)(q)(r) In-Service Date: The date upon which the Interconnection Customerreasonably expects it will be ready to begin use of the Participating TO’sInterconnection Facilities to obtain back feed power.(r)(s) Initial Synchronization Date: The date upon which an Electric Generating Unitis initially synchronized and upon which Trial Operation begins.(s)(t) Interconnection Customer-Constructed Participating TO’s InterconnectionFacilities: All facilities and equipment constructed by the InterconnectionCustomer that are owned, controlled or operated by the Participating TO fromthe Point of Change of Ownership to the Point of Interconnection, as identifiedin Section 1(b) of this Attachment 2. Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, including any modifications,additions or upgrades to such facilities and equipment, are sole use facilitiesand shall not include Distribution Upgrades or Network Upgrades.(t)(u) Interconnection Customer's Interconnection Facilities: All facilities andequipment, as identified in Section 1(a) of this Attachment 2 of this Agreement,that are located between the Generating Facility and the Point of Change ofOwnership, including any modification, addition, or upgrades to such facilitiesand equipment necessary to physically and electrically interconnect theGenerating Facility to the Participating TO’s Transmission System.Interconnection Customer's Interconnection Facilities are sole use facilities.
Page No. 40(u)(v) Interconnection Facilities Charge: The monthly charge to theInterconnection Customer to recover the revenue requirements for theParticipating TO’s Interconnection Facilities, calculated as the product of theCustomer-Financed Monthly Rate and the Interconnection Facilities Cost. TheInterconnection Facilities Charge is provided in Section 15 of this Attachment 2.(v)(w) Interconnection Facilities Completion Date: The date upon which theconstruction of the Participating TO’s Interconnection Facilities is complete andsuch facilities are successfully tested and ready for service.(w)(x) Interconnection Facilities Cost: All costs, excluding One-Time Cost,associated with the design, engineering, procurement, construction andinstallation of the Participating TO’s Interconnection Facilities. TheInterconnection Facilities Cost is provided in Section 14 of this Attachment 2.(x)(y) Interconnection Facilities Payment: The sum of the InterconnectionFacilities Cost for the Participating TO-Constructed Participating TO’sInterconnection Facilities and associated One-Time Cost. The InterconnectionFacilities Payment is provided in Section 16 of this Attachment 2.(y)(z) ITCC (Income Tax Component of Contribution): The ITCC is equal to theestimated tax liability as described in FERC Order 2003 and FERC Order 2003-A and applicable to this Agreement pursuant to Article 1.5.1. ITCC is theIncome Tax Component of Contribution specified in the Preliminary Statement,Part M of the Participating TO’s tariff on file with the CPUC, applicable to theDistribution Upgrades Cost and Interconnection Facilities Cost. The ITCCapplicable to the Distribution Upgrades Cost and Interconnection Facilities Costis described in Section 10 of this Attachment 2 and is shown in Section 14 ofthis Attachment 2.(z)(aa) One-Time Cost: All costs determined by the Participating TO to beassociated with the installation of the Participating TO’s Delivery NetworkUpgrades, Distribution Upgrades, Participating TO’s Interconnection Facilities,Participating TO’s Reliability Network Upgrades, or Capital Additions which arenot capitalized.(aa)(bb) Participating TO-Constructed Participating TO’s Interconnection Facilities:All facilities and equipment constructed, owned, controlled or operated by theParticipating TO from the Point of Change of Ownership to the Point ofInterconnection, as described in Section 1(c) of this Attachment 2. ParticipatingTO-Constructed Participating TO’s Interconnection Facilities, including anymodifications, additions or upgrades to such facilities and equipment, are soleuse facilities and shall not include Distribution Upgrades or Network Upgrades.(bb)(cc) Participating TO’s Delivery Network Upgrades: The additions,modifications, and upgrades to the Participating TO’s Transmission System at
Page No. 41or beyond the Point of Interconnection, other than Reliability NetworkUpgrades, identified in the <strong>interconnection</strong> studies, as identified in Attachment6, to relieve constraints on the CAISO Controlled Grid.(cc)(dd) Participating TO’s Interconnection Facilities: The InterconnectionCustomer-Constructed Participating TO’s Interconnection Facilities and theParticipating TO-Constructed Participating TO’s Interconnection Facilities.(dd)(ee) Participating TO’s Reliability Network Upgrades: The additions,modifications, and upgrades to the Participating TO’s Transmission System ator beyond the Point of Interconnection, identified in the <strong>interconnection</strong> studies,as identified in Attachment 6, necessary to interconnect the Small GeneratingFacility safely and reliably to the Participating TO’s Transmission System,which would not have been necessary but for the <strong>interconnection</strong> of the SmallGenerating Facility, including additions, modifications, and upgrades necessaryto remedy short circuit or stability problems resulting from the <strong>interconnection</strong> ofthe Small Generating Facility to the Participating TO’s Transmission System.Participating TO’s Reliability Network Upgrades also include, consistent withApplicable Reliability Standards and Applicable Reliability Council practice, theParticipating TO’s facilities necessary to mitigate any adverse impact the SmallGenerating Facility’s <strong>interconnection</strong> may have on a path’s ApplicableReliability Council rating. Participating TO’s Reliability Network Upgrades donot include any Participating TO’s Delivery Network Upgrades.(ee)(ff) Point of Change of Ownership: The point, as set forth in Attachment 3 tothis Agreement, where the Interconnection Customer's InterconnectionFacilities connect to the Participating TO’s Interconnection Facilities.(ff)(gg) Reliability Network Upgrades Cost: All costs, excluding One-Time Cost,determined by the Participating TO to be associated with the design,engineering, procurement, construction and installation of the Participating TO’sReliability Network Upgrades. The Reliability Network Upgrades Cost isprovided in Section 14 of this Attachment 2.(gg)(hh) Reliability Network Upgrades Payment: The sum of the ReliabilityNetwork Upgrades Cost and associated One-Time Cost. The ReliabilityNetwork Upgrades Payment is provided in Section 16 of this Attachment 2.(hh)(ii) Removal Cost: The actual cost the Participating TO incurs for the removalof the Participating TO’s Interconnection Facilities, or any portion thereof, whichis calculated as the amount, if positive, of the costs of removal minus thesalvage value of the Participating TO’s Interconnection Facilities.(ii)(jj) Special Protection System (“SPS”): A system that reduces or trips generationunder contingency outages to maintain system stability or to limit overloads onelectric system facilities.
Page No. 42(jj)(kk) Tax Security: The Interconnection Customer’s provision of Security withrespect to the Interconnection Customer’s tax indemnification obligations,provided in accordance with Section 10 of this Attachment 2.(kk)(ll) Trial Operation: The period during which the Interconnection Customer isengaged in on-site test operations and commissioning of an Electric GeneratingUnit prior to Commercial Operation.(ll)(mm) Units of Property: As described in FERC's “List of Units of Property forUse in Connection with Uniform System of Accounts Prescribed for PublicUtilities and Licensees” in effect as of the date of this Agreement, as such “List”may be amended from time to time.8. Transmission Credits. Pursuant to Article 5.3 of the Agreement, theInterconnection Customer elects to receive repayment of the amounts advanced forits share of the costs of the Network Upgrades, which equals the sum of theReliability Network Upgrades Payment and the Delivery Network UpgradesPayment, as shown in Section 16 of this Attachment 2.9. Security Amount for the Distribution Upgrades, the Participating TO’sInterconnection Facilities and Network Upgrades.(a) Distribution Upgrades: Pursuant to Attachment 4 of the Agreement, theInterconnection Customer shall provide Credit Support in the total amount of$0.00 to cover the costs for constructing, procuring and installing theDistribution Upgrades.(b) The Participating TO-Constructed Participating TO’s Interconnection Facilities:Pursuant to Article 6.3 and Attachment 4 of the Agreement, the InterconnectionCustomer shall provide a total Credit Support in the amount of $4,779,389.00 tocover the costs for constructing, procuring and installing the Participating TO-Constructed Participating TO’s Interconnection Facilities.(c)Network Upgrades: Pursuant to Article 6.3 and Attachment 4 of theAgreement, the Interconnection Customer shall provide a total Credit Support inthe amount of $587,554.00 to cover the costs for constructing, procuring andinstalling the Network Upgrades.(d) To the extent that any Credit Support is not utilized by the Participating TO, therelease of such Credit Support shall be made in accordance with theInterconnection Customer’s instruction.Such Credit Support shall be provided via a letter of credit that is automaticallyadjusted pursuant to the following schedule:Due DateTotal Amount ofSecurityWithin thirty (30) Calendar Days following the $2,158,531.00
Page No. 43Effective Date4/1/2012 $3,771,365.0010. Security Amount for Estimated Tax Liability. The Interconnection Customer’sestimated tax liability is as follows:Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation)/(1– Current Tax Rate) = 35%(a) Estimated tax liability for Distribution Upgrades:Distribution Upgrades Cost = $0.00Estimated tax liability for Distribution Upgrades = 35% x (Distribution UpgradesCost) = 35% x ($0.00) = $0.00(b) Estimated tax liability for Participating TO-Constructed Participating TO’sInterconnection FacilitiesInterconnection Facilities Cost for Participating TO-Constructed ParticipatingTO’s Interconnection Facilities = $4,294,375.00Estimated tax liability for Participating TO-Constructed Participating TO’sInterconnection Facilities = (Tax Gross-up Percent) x (Interconnection FacilitiesCost for Participating TO-Constructed Participating TO’s InterconnectionFacilities) = 35% x (Interconnection Facilities Cost) = 35% x ($4,294,375.00) =$1,503,031.00(c) Estimated tax liability for Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities:Interconnection Facilities Cost for Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities = $1,230,000.00Estimated tax liability for Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities = (Tax Gross-up Percent) x (InterconnectionFacilities Cost for Interconnection Customer-Constructed InterconnectionFacilities) = 35% x $1,230,000.00 = $430,500.00Based upon the total estimated tax liability, the Interconnection Customer shallprovide the Participating TO cash or a letter of credit in the amount of$1,933,531.00, pursuant to Attachment 4 of the Agreement.
Page No. 44Such letter of credit shall be automatically increased pursuant to the followingschedule:Element Due Date Total Amount of Letter ofCreditEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesEstimated tax liability forthe Participating TO-Constructed ParticipatingTO’s InterconnectionFacilitiesEstimated tax liability forthe InterconnectionCustomer-ConstructedParticipating TO’sInterconnection FacilitiesWithin 30 Calendar Daysfollowing the EffectiveDateWithin 30 Calendar Daysfollowing the EffectiveDate$524,362.00$150,188.004/1/2012 $1,278,186.004/1/2012 $366,100.007/1/2012 $1,503,031.007/1/2012 $430,500.00Upon notification of the Annual Tax Security Reassessment, the InterconnectionCustomer shall modify its Tax Security accordingly. If the Annual Tax SecurityReassessment results in a deficiency in the Tax Security amount, theInterconnection Customer will be required to increase its Tax Security amount within30 days after receipt of the deficiency notification. If the Annual Tax SecurityReassessment results in a reduction of the Tax Security amount, the InterconnectionCustomer may choose to reduce its Tax Security amount or maintain the TaxSecurity in the current amount for the following year.The Annual Tax Security Reassessment will be calculated utilizing the followingmethodology:
Page No. 451) Tax Assessment Event:((Current Tax Rate x (Gross income - NPV Tax Depreciation)) +Interest)/(1 - Current Tax Rate)2) Subsequent Taxable Event:(Current Tax Rate x (Replacement Facility Cost – NPV TaxDepreciation))/(1-Current Tax Rate)11. Removal of the Participating TO’s Interconnection Facilities. Followingtermination of the Agreement, the Participating TO will remove the Participating TO’sInterconnection Facilities from service to the Interconnection Customer, pursuant toArticle 3.3 of the Agreement. The Interconnection Customer will remove all facilitiesinstalled in TOT427 Substation pursuant to the terms of the Title, Transfer,Assignment and Assumption Agreement specified in Section 6(h) of Attachment 5.On or before the date one year following termination of the Agreement, theParticipating TO shall notify the Interconnection Customer as to whether theParticipating TO intends to physically remove the Participating TO-ConstructedParticipating TO’s Interconnection Facilities, or any part thereof. If the ParticipatingTO intends to physically remove the Participating TO-Constructed Participating TO’sInterconnection Facilities, or any part thereof, then the Participating TO shallphysically remove such facilities within two years from the date of notification ofintent, and the Interconnection Customer shall pay the Removal Cost. If theParticipating TO does not intend to physically remove the Participating TO-Constructed Participating TO’s Interconnection Facilities, or any part thereof, thenthe Interconnection Customer shall have no obligation to pay such Removal Cost.12. Charges.(a) The Interconnection Customer shall pay to the Participating TO the followingcharges in accordance with the Agreement: (i) Distribution Upgrades Payment;(ii) Delivery Network Upgrades Payment; (iii) Interconnection FacilitiesPayment; (iv) Reliability Network Upgrades Payment; (v) payments for anyCapital Additions; (vi) Interconnection Facilities Charge; (vii) any reimbursableFERC fees pursuant to Section 13(g) of this Attachment 2; (viii) Removal Costpursuant to Section 11 of this Attachment 2; (ix) termination charges pursuantto Article 3.3.4 of the Agreement; (x) disconnection costs pursuant to Article3.3.3 of the Agreement; and (xi) suspension costs if suspension of work underthis Agreement is permitted by the CAISO and the Participating TO.(b) The Distribution Upgrades Cost, Delivery Network Upgrades Cost,Interconnection Facilities Cost, Reliability Network Upgrades Cost, CapitalAdditions Cost, One-Time Cost and Removal Cost shall be compiled inaccordance with Accounting Practice.
Page No. 46(c)If, during the term of the Agreement, the Participating TO executes an<strong>agreement</strong> to provide service to another entity (other than retail load) thatcontributes to the need for the Participating TO’s Interconnection Facilities, thecharges due hereunder may be adjusted to appropriately reflect such servicebased on the Participating TO’s cost allocation principles in effect at such timeand shall be subject to FERC’s approval.(d) If Capital Additions are required in order to benefit the Participating TO, orbecause of damage caused by negligence or willful misconduct of theParticipating TO, then the Interconnection Customer will not bear costresponsibility for such Capital Additions; and no adjustment will be made to theInterconnection Facilities Cost or the Distribution Upgrades Cost; and noCapital Additions Cost or One-Time Cost will be charged to the InterconnectionCustomer for such Capital Additions.13. Supplemental Billing and Payment Provisions.(a) Pursuant to Article 6 of the Agreement, the Participating TO shall submit to theInterconnection Customer invoices due for the preceding month for theDistribution Upgrades Payment, Delivery Network Upgrades Payment,Interconnection Facilities Payment and Reliability Network Upgrades Payment.(b) Pursuant to Article 4.1.2 of the Agreement, commencing on or following theInterconnection Facilities Completion Date, each month the Participating TOwill render bills to the Interconnection Customer for the InterconnectionFacilities Charge. The Interconnection Facilities Charge shall initially be basedon the estimated Interconnection Facilities Cost, as specified in Section 14 ofthis Attachment 2, and payments made for such Interconnection FacilitiesCharge shall be subject to later adjustment pursuant to Sections 13(b)(i) and13(b)(ii) of this Attachment 2. The Interconnection Facilities Charge for the firstand last month of service hereunder shall be pro-rated based on the number ofdays in which service was provided during said months.(i)(ii)If the amounts paid for the Interconnection Facilities Charge are less thanthe amounts due for the Interconnection Facilities Charge, as determinedfrom the actual recorded Interconnection Facilities Cost, the ParticipatingTO will bill the Interconnection Customer the difference between theamounts previously paid by the Interconnection Customer and theamounts which would have been paid based on actual recorded costs,without interest, on the next regular billing.If the amounts paid for the Interconnection Facilities Charge are greaterthan the amounts due for the Interconnection Facilities Charge, asdetermined from the actual recorded Interconnection Facilities Cost, theParticipating TO will credit the Interconnection Customer the differencebetween the amounts previously paid by the Interconnection Customer
Page No. 47and the amounts which would have been paid based on actual recordedcosts, without interest, on the next regular billing.(c)In the event that any portion of the Participating TO’s Interconnection Facilitiesis not complete but, at the request of the Interconnection Customer, theParticipating TO commences <strong>interconnection</strong> service under this Agreementnotwithstanding the incomplete facilities, the Participating TO shall commencebilling, and the Interconnection Customer shall pay, the InterconnectionFacilities Charge commencing on the date that such service commences.(d) In accordance with Article 4.1.2 of the Agreement, the Participating TO shallsubmit invoices to the Interconnection Customer for the preceding month forCapital Additions payments due, if any.(i)(ii)For Capital Additions that are the cost responsibility of the InterconnectionCustomer, the Participating TO will provide at least sixty (60) calendardays advance written notification to the Interconnection Customer prior tocommencing work, except that the Participating TO may commence thework on the Capital Additions with either shorter advance writtennotification or written notification after the work has commenced, at theParticipating TO’s sole discretion, if the Participating TO determines thatthe Capital Additions are required to comply with safety or regulatoryrequirements or to preserve system integrity or reliability. Any suchwritten notification will include the estimated cost of the Capital Additions,and the amount of and due date for the security, if any, required to be paidby the Interconnection Customer, which is sufficient to cover the costs forconstructing, procuring and installing the Capital Additions consistent withthe applicable terms of Article 6.4 of the Agreement.Except as provided in Section 12(d) of this Attachment 2, if certain of theParticipating TO’s Interconnection Facilities or Distribution Upgrades areremoved to accommodate Capital Additions and such removal results in achange in the Interconnection Facilities Cost or Distribution UpgradesCost, the Interconnection Facilities Charge or Distribution UpgradesCharge shall be adjusted to reflect the change in the InterconnectionFacilities Cost as of the in-service date of such Capital Additions.(iii) Except as provided in Section 12(d) of this Attachment 2, if CapitalAdditions result in an increase in the Interconnection Facilities Cost orDistribution Upgrades Cost, then the Interconnection Facilities Charge orDistribution Upgrades Charge shall be adjusted as of the in-service date ofsuch Capital Additions to reflect the change in such costs.(e) As soon as reasonably practicable, but within six (6) months after the in-servicedate of any Capital Additions, the Participating TO shall provide an invoice ofthe final cost of the construction of the Capital Additions to the Interconnection
Page No. 48Customer, and shall set forth such costs in sufficient detail to enable theInterconnection Customer to compare the actual costs with the estimates andto ascertain deviations, if any, from the cost estimates. The Participating TOwill refund to the Interconnection Customer any amount by which the paymentmade by the Interconnection Customer for estimated costs of the CapitalAdditions exceeds the actual costs of construction within thirty (30) calendardays of the issuance of such final construction invoice; or, in the event theactual costs of construction exceed the Interconnection Customer’s paymentmade for the estimated costs of the Capital Additions, then the InterconnectionCustomer shall pay to the Participating TO any amount by which the actualcosts of construction exceed the payment made by the InterconnectionCustomer for estimated costs within thirty (30) calendar days of the issuance ofsuch final construction invoice.(f)If, in accordance with the removal of the Participating TO-ConstructedParticipating TO’s Interconnection Facilities, as specified in Section 11 of thisAttachment 2, the Participating TO decides to physically remove theParticipating TO-Constructed Participating TO’s Interconnection Facilities, orany part thereof, the Participating TO shall render a bill to the InterconnectionCustomer for the Removal Cost. The Interconnection Customer shall pay theRemoval Cost within thirty (30) calendar days of such bill. Such billing shallinitially be based on the Participating TO’s estimate of the Removal Cost.Within twelve (12) months following the removal of the Participating TO’sInterconnection Facilities, or any part thereof, the Participating TO shalldetermine the actual Removal Cost and provide the Interconnection Customerwith a final invoice. The Participating TO shall refund to the InterconnectionCustomer any amount by which the payment by the Interconnection Customerfor the estimated Removal Cost exceeds the actual Removal Cost within thirty(30) calendar days of the issuance of such final invoice; or, in the event theactual Removal Cost exceeds the Interconnection Customer’s payment for theestimated Removal Cost, then the Interconnection Customer shall pay to theParticipating TO any amount by which the actual Removal Cost exceeds thepayment by the Interconnection Customer for the estimated Removal Costwithin thirty (30) calendar days of the issuance of such final invoice.(g) The Interconnection Customer shall reimburse the Participating TO for all feesand charges related to the FERC fees and annual charges provided in Sections381 and 382 of the FERC’s regulations (18 C.F.R. § 381 and 382), as suchregulation may from time to time be amended, that are imposed on theParticipating TO attributable to the service provided under the Agreement, orany amendments thereto. The Participating TO will render bills to theInterconnection Customer for any such fees and charges incurred since thepreceding billing. As of the Effective Date, no such fees and charges havebeen imposed on the Participating TO attributable to the service provided underthe Agreement.
Page No. 49(h)If suspension of work under this Agreement is permitted by the CAISO and theParticipating TO, the Interconnection Customer shall be responsible for allreasonable and necessary costs which the Participating TO (i) has incurredpursuant to this Agreement prior to the suspension and (ii) incurs in suspendingsuch work, including any costs incurred to perform such work as may benecessary to ensure the safety of persons and property and the integrity of theParticipating TO’s electric system during such suspension and, if applicable,any costs incurred in connection with the cancellation or suspension ofmaterial, equipment and labor contracts which the Participating TO cannotreasonably avoid; provided, however, that prior to canceling or suspending anysuch material, equipment or labor contract, the Participating TO shall obtainInterconnection Customer's authorization to do so. The Participating TO shallinvoice the Interconnection Customer for such costs pursuant to Article 11 andshall use due diligence to minimize its costs. The suspension period shall beginon the date the suspension is requested, or the date of the written notice to theParticipating TO and the CAISO, if no effective date is specified.14. Distribution Upgrades Cost, Delivery Network Upgrade Cost, InterconnectionFacilities Cost and Reliability Network Upgrade Cost Summary.(a)Estimated Cost:Element-InterconnectionFacilities CostReliabilityNetworkUpgradesCostDistributionUpgradesCostDeliveryNetworkUpgradesCostOne-TimeCostTotalITCC*Interconnection $1,230,000.00 $1,230,000.00 $430,500.00Customer-ConstructedParticipatingTO’sInterconnectionFacilitiesParticipating TO- $4,294,375.00 $485,014.00 $4,779,389.00 $1,503,031.00ConstructedParticipatingTO’sInterconnectionFacilitiesSubtotal $5,524,375.00 $485,014.00 $6,009,389.00 $1,933,531.00Distribution$0.00 $0.00 $0.00UpgradesParticipating$587,554.00 $587,554.00TO’s ReliabilityNetworkUpgradesParticipating$0.00 $0.00TO’s DeliveryNetworkUpgradesTotal $5,524,375.00 $587,554.00 $0.00 $0.00 $485,014.00 $6,596,943.00 $1,933,531.00*Note: ITCC/Estimated Tax Liability will be provided pursuant to Attachment 2, Section 10.
Page No. 50All amounts shown above are in nominal dollars.(b)Actual Cost:[TO BE INSERTED AFTER TRUE-UP OF ACTUAL COSTS]ElementInterconnectionFacilities CostReliabilityNetworkUpgradesCostDistributionUpgradesCostDeliveryNetworkUpgradesCostOne-TimeCostTotalITCCTotal15. Interconnection Facilities Charge.(a) Interconnection Facilities Charge = Customer-Financed Monthly Rate x(Interconnection Facilities Cost)EffectiveAs of theInterconnectionFacilitiesCompletionDateCustomer-FinancedMonthlyRateInterconnectionFacilities CostEstimatedInterconnectionFacilities ChargeInterconnectionFacilities Cost0.39% $5,524,375.00 $21,545.06 [to be insertedafter true-up]ActualInterconnectionFacilitiesCharge[to be insertedafter true-up]
Page No. 5116. Payment Schedule and Associated ITCC:The payment amounts shown below are based on an estimate of the monthlyincurred costs for the Distribution Upgrades, Participating TO-ConstructedParticipating TO’s Interconnection Facilities, and Network Upgrades.PaymentNo.Payment DueDateInterconnectionFacilities CostDistributionUpgradesCostReliabilityNetworkUpgradesCostOne-TimeCostProjectPayment1 1/1/12 $294,841.00 $0.00 $6,880.00 $11,277.00 $312,998.002 2/1/12 $505,785.00 $0.00 $13,760.00 $17,882.00 $537,427.003 3/1/12 $697,551.00 $0.00 $22,016.00 $25,585.00 $745,153.004 4/1/12 $508,182.00 $0.00 $30,272.00 $24,500.00 $562,953.005 5/1/12 $399,114.00 $0.00 $42,656.00 $35,512.00 $477,282.006 6/1/12 $630,433.00 $0.00 $129,344.00 $110,387.00 $870,164.007 7/1/12 $616,050.00 $0.00 $178,881.00 $138,195.00 $933,126.008 8/1/12 $294,841.00 $0.00 $79,808.00 $57,536.00 $432,186.009$347,577.00 $0.00 $83,936.00 $64,141.00 $495,654.009/1/12Total $4,294,375.00 $0.00 $587,554.00 $485,014.00 $5,366,943.00All amounts shown above are in nominal dollars.Distribution Upgrades Payment = (Distribution Upgrades Cost + associated One-TimeCost) = 0.00Delivery Network Upgrades Payment = (Delivery Network Upgrades Cost + associatedOne-Time Cost) =$0.00Interconnection Facilities Payment= (Interconnection Facilities Cost + associated One-Time Cost) = ($4,294,375.00+ $485,014.00) = $4,779,389.00Reliability Network Upgrades Payment = (Reliability Network Upgrades Cost +associated One-Time Cost) = ($587,554.00+ $0.00) = $587,554.00Transmission credits pursuant to Section 8 of this Attachment 2 = Reliability NetworkUpgrades Payment + Delivery Network Upgrades Payment = ($587,554.00+ $0.00) =$587,554.00
Page No. 5217. Reclassification of Network Upgrades: The following Network Upgrades identifiedfor the Antelope Power Plant Project may be reclassified as Distribution Upgradesas represented in the facilities study:Antelope Substation:Add (1) SEL 311L or GE L90 line current differential relaying system to protectthe new three-point line and upgrade existing RTU.Del Sur Substation:Add (1) SEL 311L or GE L90 line current differential relaying system to protect the newthree-point line. Install two 69000 – 115 V potential transformers and upgrade existingRTU.The estimated cost of these Network Upgrades subject to reclassification isapproximately $587,554.00. The ITCC associated with these upgrades is$205,643.90.Upon reclassification of facilities from Network Upgrades to Distribution Upgrades,one of the following alternatives will be applicable:(i)Should the Point of Interconnection remain part of the CAISO ControlledGrid, this Agreement will be amended to reflect the following:(A) The reclassified facilities will be reflected in the Agreement asDistribution Upgrades.(B) The Interconnection Customer’s cost responsibility for DistributionUpgrades will be increased to reflect the Interconnection Customer’sallocated share of the total cost of the reclassified facilities.(C) The Interconnection Customer’s cost responsibility for NetworkUpgrades will be decreased to remove the InterconnectionCustomer’s allocated share of the total cost of the reclassifiedfacilities.(D) The Credit Support amounts reflected in Section 9 and Section 10 ofthis Agreement Attachment 2, will be modified to reflect the facilities’reclassification.(E) The obligation for the CAISO and the Participating TO to providetransmission credits or Congestion Revenue Rights in accordancewith Article 5.3 of the Agreement associated with the reclassifiedfacilities will cease as of the effective date of the reclassification fromNetwork Upgrades to Distribution Upgrades.(ii)Should the Point of Interconnection change from the CAISO ControlledGrid to the Distribution System, then the Participating TO and theInterconnection Customer will negotiate in good faith to replace thisAgreement with a Small Generator Interconnection Agreement (“WDATSGIA”) consistent with the pro forma <strong>agreement</strong> contained in the
Page No. 53Participating TO’s Wholesale Distribution Access Tariff (“WDAT”),Attachment G, Appendix 9. Upon the effective date of the replacementWDAT SGIA, the Parties will terminate this Agreement. Prior to theeffective date of the reclassification of the Network Upgrades asDistribution Upgrades, the Interconnection Customer will be required toobtain distribution service for the Antelope Power Plant Project pursuant tothe Participating TO’s WDAT to deliver power from the Point ofInterconnection on the Distribution System to the CAISO Controlled Grid.The obligation for the CAISO and the Participating TO to providetransmission credits or Congestion Revenue Rights in accordance withArticle 5.3 of this Agreement associated with the reclassified facilities willcease as of the effective date of the reclassification from NetworkUpgrades to Distribution Upgrades.The new WDAT SGIA will reflect the following terms:(a) The reclassified facilities will be reflected in the WDAT SGIA asDistribution Upgrades.(b) The Interconnection Customer’s cost responsibility for DistributionUpgrades will be increased to reflect the Interconnection Customer’sallocated share of the total cost of the reclassified facilities.(c)The Interconnection Customer’s cost responsibility for NetworkUpgrades will be decreased to remove the InterconnectionCustomer’s allocated share of the total cost of the reclassifiedfacilities.(d) The Credit Support amounts reflected in Section 9 and Section 10 ofthis Agreement Attachment 2, will be modified to reflect the facilities’reclassification.
Page No. 54ATTACHMENT 3One-line Diagram Depicting the Small Generating Facility, InterconnectionFacilities, Metering Equipment, and Upgrades
Page No. 55ATTACHMENT 4MilestonesIn-Service Date: June 1, 2012Critical milestones and responsibility as agreed to by the Parties:Item Milestone Responsible Party Due Date(a)Submit proof of insuranceWithin ten (10) calendarcoverage in accordance withArticle 8.1 of the AgreementInterconnectionCustomerdays of the execution ofthis Agreement(b)(c)(d)(e)(f)Submittal of Credit Support forthe Participating TO-ConstructedInterconnection Facilities,Network Upgrades andDistribution Upgrades to theParticipating TO pursuant toSection 9 of Attachment 2 of theAgreementSubmittal of security for theestimated tax liability to theParticipating TO, pursuant toSection 10 of Attachment 2 ofthe AgreementCompletion of the ParticipatingTO’s Interconnection Facilities,Distribution Upgrades, andNetwork UpgradesSubmittal of initial specificationsfor the InterconnectionCustomer’s InterconnectionFacilities and Small GeneratingFacility, including systemprotection facilities, to theParticipating TO and the CAISOSubmittal of initial informationincluding the Participating TO’sTransmission Systeminformation necessary to allowthe Interconnection Customer toselect equipmentInterconnectionCustomerInterconnectionCustomerParticipating TOInterconnectionCustomerParticipating TOIn accordance withschedule in Section 9 ofAttachment 2 of theAgreementIn accordance with theschedule in SectionSection 10 ofAttachment 2 of theAgreementWithin 18 monthsfollowing the EffectiveDate*At least one hundredeighty (180) calendardays prior to the InitialSynchronization DateAt least one hundredeighty (180) calendardays prior to TrialOperation
Page No. 56(g)(h)(i)(j)(k)(l)(m)(n)(o)Submittal of updated informationby the InterconnectionCustomer, includingmanufacturer informationReview of and comment on theInterconnection Customer’sinitial specificationsSubmittal of final specificationsfor the InterconnectionCustomer’s InterconnectionFacilities and Small GeneratingFacility, including SystemProtection Facilities, to theParticipating TO and the CAISOReview of and comment on theInterconnection Customer’s finalspecificationsNotification of BalancingAuthority Area to theParticipating TO and the CAISOPerformance of a completecalibration test and functionaltrip test of the system protectionfacilitiesIn-Service DateInitial SynchronizationDate/Trial OperationTesting of the Participating TO’sInterconnection Facilities,Distribution Upgrades, NetworkUpgrades, and testing of theInterconnection Customer’sInterconnection Facilities andSmall Generating Facility inaccordance with Article 2.1 ofthe AgreementInterconnectionCustomerParticipating TO andCAISOInterconnectionCustomerParticipating TO andCAISOInterconnectionCustomerInterconnectionCustomer andParticipating TOInterconnectionNo later than onehundred eighty (180)calendar days prior toTrial OperationWithin thirty (30)calendar days of theInterconnectionCustomer’s submissionof initial specificationsAt least ninety (90)calendar days prior tothe InitialSynchronization Date.Within thirty (30)calendar days of theInterconnectionCustomer’s submissionof final specificationsAt least three (3) monthsprior to the InitialSynchronization DateAt least sixty (60)calendar days prior tothe In-Service DateCustomer June 1, 2012 *InterconnectionCustomer June 15, 2012InterconnectionCustomer andParticipating TOAt least sixty (60)calendar days prior tothe InitialSynchronization Date
Page No. 57(p)(q)(r)Provide written approval to theInterconnection Customer for theoperation of the SmallGenerating Facility, inaccordance with Article 2.2.2 ofthe AgreementCommercial Operation DateSubmittal to the Participating TOof “as-built” drawings,information and documents forthe Interconnection Customer’sInterconnection Facilities and theElectric Generating Units to theParticipating TO and the CAISOParticipating TOInterconnectionCustomerInterconnectionCustomerAt least fifteen (15)calendar days prior tothe InitialSynchronization DateMarch 15, 2013July 1,2012*Within one hundredtwenty (120) calendardays after theCommercial OperationDate, unless otherwiseagreed* Note: The Interconnection Customer understands and acknowledges that suchtimeline specified in (d) is only an estimate and that equipment and material lead times,labor availability, outage coordination, regulatory approvals, right-of-way negotiations, orother unforeseen events could delay the actual in-service dates of the Participating TO’sInterconnection Facilities, Distribution Upgrades, or Network Upgrades beyond thosespecified. The Participating TO shall not be liable for any cost or damage incurred bythe Interconnection Customer because of any delay in the work provided for in thisAgreement.If suspension of work under this Agreement is permitted by the CAISO and theParticipating TO, then all milestones for each Party set forth in this Attachment 4 shallbe suspended during the suspension period except for the milestones requiring postingof Interconnection Financial Security for the Network Upgrades common to multiplegenerating stations. Upon the Interconnection Customer’s request to recommence thework, the Parties shall negotiate in good faith new revised milestone dates for eachmilestone, taking into account the period of suspension and necessary re-studies, ifrequired. Attachment 4 and any terms and conditions associated with the estimatedcosts and payment schedule, if necessary, shall be amended following theestablishment of such revised milestone dates.The Interconnection Customer also understands and agrees that the method of servicerequired to interconnect the Small Generating Facility may require re-evaluation due tothe suspension of the project and changes to the Participating TO’s electrical system oraddition of new generation.Agreed to by:For the Participating TO__________/s/__________________ Date___12/21/2011_For the CAISO__________/s/__________________ Date___12/22/2011For the Interconnection Customer______/s/______________ Date___12/21/2011
Page No. 58ATTACHMENT 5Additional Operating Requirements for the CAISO Controlled Grid and AffectedSystems Needed to Support the Interconnection Customer's NeedsThe Participating TO and the CAISO shall also provide requirements that must be metby the Interconnection Customer prior to initiating parallel operation with the CAISOControlled Grid.1. Generating Facility: All equipment and facilities comprising the Antelope PowerPlant generating facility in Lancaster, <strong>California</strong>, as disclosed by the InterconnectionCustomer in its Interconnection Request, as may have been amended during thestudy process under the Small Generator Interconnection Procedures, whichconsists of (i) forty (40) 500 kW inverters, forty (40) 3-phase, 500 kVA, 34.5/0.480 kVpadmount transformers, one (1) 3-phase, 20 MVA, 66/34.5 kV main step-uptransformer, and power factor correction equipment; for a total combined output notto exceed 20 MW at the generation facility site; (ii) the associated infrastructure; (iii)meters and metering equipment; and (iv) appurtenant equipment. The AntelopePower Plant Project shall consist of the Small Generating Facility and theInterconnection Customer’s Interconnection Facilities.2. Interconnection Customer Operational Requirements.(a) Pursuant to Article 1.5.2 of the Agreement, the Interconnection Customer shalloperate the Small Generating Facility and the Interconnection Customer’sInterconnection Facilities in accordance with the CAISO Tariff; NERC and theApplicable Reliability Council requirements; and Applicable ReliabilityStandards.(b) The Small Generating Facility shall be operated so as to prevent or protectagainst the following adverse conditions on the Participating TO’s electricsystem: inadvertent and unwanted re-energizing of a utility dead line or bus;<strong>interconnection</strong> while out of synchronization; overcurrent; voltage imbalance;ground faults; generated alternating current frequency outside permitted safelimits; power factor or reactive power outside permitted limits; and abnormalwaveforms.(c)(d)The Parties agree that the Interconnection Customer shall not hold theParticipating TO liable for damage to any Small Generating Facility turbinesthat may be caused due to sympathetic generation tripping associated with theInterconnection Customer’s induction turbine design.Neither Party’s facilities shall cause excessive voltage flicker nor introduceexcessive distortion to the sinusoidal voltage or current waves as defined byANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or anyapplicable superseding electric industry standard or any alternative Applicable
Page No. 59Reliability Standard or applicable reliability council standard. In the event of aconflict among ANSI Standard C84.1-1989, or any applicable supersedingelectric industry standard, or any alternative Applicable Reliability Standard orapplicable reliability council standard, the alternative Applicable ReliabilityStandard or applicable reliability council standard shall control.(e) The Small Generating Facility will be required to operate within a 0.95 boost to0.95 buck power factor as measured at the Point of Interconnection. Underreal-time operations, it is anticipated the project will be required to operate asshown in the figure below. The actual values of the Vmin and Vmax will beprovided by the Participating TO once final engineering and design iscompleted.3. Interconnection Principles:
Page No. 60(a) This Agreement provides for <strong>interconnection</strong> of a total capacity of 20 MW,resulting from the <strong>interconnection</strong> of the Antelope Power Plant Project, asdescribed in Section 1 of this Attachment 5. The Interconnection Customeracknowledges that if the Interconnection Customer wishes to increase theamount of <strong>interconnection</strong> capacity provided pursuant to this Agreement, theInterconnection Customer shall be required to submit a new InterconnectionRequest in accordance with the terms and conditions of the CAISO Tariff.(b) The costs associated with any mitigation measures required to third partytransmission systems, which result from <strong>interconnection</strong> of the Antelope PowerPlant Project to the Participating TO’s electrical system, are not reflected in thisAgreement. The Participating TO shall have no responsibility to pay costsassociated with any such mitigation measures. If applicable, theInterconnection Customer shall enter into an <strong>agreement</strong> with such third partiesin accordance with Section 4.9 of the SGIP to address any required mitigation.(c)In the event the Participating TO’s Interconnection Facilities are utilized toprovide retail service to the Interconnection Customer in addition to thewholesale Interconnection Service provided herein, and the InterconnectionCustomer fails to make payment for such retail service in accordance with theParticipating TO’s applicable retail tariffs, then the Participating TO’sInterconnection Facilities may be removed from service to the InterconnectionCustomer, subject to the notice and cure provisions of such retail tariffs, untilpayment is made by the Interconnection Customer pursuant to such retailtariffs.(d) Review by the Participating TO of the electrical specifications, design,construction, operation, or maintenance of the Antelope Power Plant Project orthe Interconnection Customer’s Interconnection Facilities shall not constituteany representation as to the economic or technical feasibility, operationalcapability, or reliability of such facilities. The Interconnection Customer shall inno way represent to any third party that any such review by the Participating TOof such facilities, including, but not limited to, any review of the design,construction, operation, or maintenance of such facilities by the ParticipatingTO, is a representation by the Participating TO as to the economic or technicalfeasibility, operational capability, or reliability of the Antelope Power PlantProject or the Interconnection Customer’s Interconnection Facilities.(e) The Participating TO’s approval process specified in Article 2.1.1 of theAgreement will include verification that the low-voltage ride-through, SCADAcapability, and power factor correction equipment, if any, required pursuant toAttachment 7 of this Agreement, have been installed.(f)The Interconnection Customer shall complete and receive approval for allenvironmental impact studies and any permitting necessary for theconstruction, operation and maintenance of the Antelope Power Plant Project.
Page No. 61The Interconnection Customer shall include the Participating TO’sInterconnection Facilities, Distribution Upgrades and Network Upgradesdescribed in Attachment 2 of this Agreement in all such environmental impactstudies, where applicable. The Interconnection Customer shall provide theresults of such studies and approvals to the Participating TO for use in theParticipating TO’s application(s) to obtain the regulatory approvals required tobe obtained by Participating TO for the construction, operation andmaintenance of the Participating TO’s Interconnection Facilities, DistributionUpgrades and Network Upgrades described in Attachment 2 of this Agreement.(g)(h)(i)The Interconnection Customer is responsible for all costs associated with anynecessary relocation of any of the Participating TO’s facilities as a result of theAntelope Power Plant Project and acquiring all property rights necessary for theInterconnection Customer’s Interconnection Facilities, including those requiredto cross the Participating TO’s facilities and property. The relocation of theParticipating TO’s facilities or use of the Participating TO’s property rights shallonly be permitted upon written <strong>agreement</strong> between the Participating TO and theInterconnection Customer. Any proposed relocation of the Participating TO’sfacilities or use of the Participating TO’s property rights may require a studyand/or evaluation, the cost of which would be borne by the InterconnectionCustomer, to determine whether such use may be accommodated. The termsand conditions of any such use of the Participating TO’s facilities or propertyrights would be the subject of a separate <strong>agreement</strong> and any associated coststo the Interconnection Customer would not be considered to be associated witha Network Upgrade or Distribution Upgrade and would not be refundable to theInterconnection Customer pursuant to Article 5.3 of this Agreement.This Agreement does not address any requirements for standby power ortemporary construction power that the Small Generating Facility may requireprior to the in-service date of the Interconnection Facilities. Should the SmallGenerating Facility require standby power or temporary construction powerfrom the Participating TO prior to the in-service date of the InterconnectionFacilities, the Interconnection Customer is responsible to make appropriatearrangements with the Participating TO to receive and pay for such retailservice.Upon completion of the EKWRA upgrades, the Del Sur Substation andAntelope Substation may be reclassified as part of the Participating TO’sDistribution System not under the CAISO’s Operational Control. Should thePoint of Interconnection change from the CAISO Controlled Grid to theDistribution System, then the Participating TO and the InterconnectionCustomer will negotiate in good faith to replace this Agreement with a SmallGenerator Interconnection Agreement ("WDAT SGIA") consistent with the proforma <strong>agreement</strong> contained in the Participating TO’s Wholesale DistributionAccess Tariff (“WDAT”), Attachment G, Attachment 9. Upon the effective dateof the replacement WDAT SGIA, the Parties will terminate this Agreement.
Page No. 62Prior to the effective date of the reclassification of Del Sur Substation andAntelope Substation as part of the Distribution System, the InterconnectionCustomer will be required to obtain distribution service for the Antelope PowerPlant Project pursuant to the Participating TO’s WDAT to deliver power fromthe Point of Interconnection on the Distribution System to the CAISO ControlledGrid.(h)4. Interconnection Operations:(a) The Interconnection Customer shall cause the Antelope Power Plant Project toparticipate in any SPS required to prevent thermal overloads and unstableconditions resulting from outages. Such participation shall be in accordancewith applicable FERC regulations, and CAISO Tariff provisions and protocols.The Interconnection Customer will not be entitled to any compensation from theParticipating TO, pursuant to the Agreement, for loss of generation output when(i) the Small Generating Facility’s generation is reduced or the Antelope PowerPlant Project is tripped off-line due to implementation of the SPS; or (ii) suchgeneration output is restricted in the event the SPS becomes inoperable. Inaccordance with Good Utility Practice, the Participating TO will provide theInterconnection Customer advance notice of any required SPS beyond thatwhich has already been identified in the facilities study and this Agreement.(b) The Agreement governs the facilities required to interconnect the SmallGenerating Facility to Participating TO's electrical system pursuant to theCAISO Tariff and as described herein. Interconnection Customer shall beresponsible for making all necessary operational arrangements with the CAISO,including, without limitation, arrangements for obtaining transmission servicefrom the CAISO, and for scheduling delivery of energy and other services to theCAISO Controlled Grid.(c)The Interconnection Customer shall cause the Small Generating Facility toparticipate in CAISO congestion management.(d) Following outages of the Interconnection Facilities or the Small GeneratingFacility, the Interconnection Customer shall not energize the Antelope PowerPlant Project for any reason without specific permission from the ParticipatingTO’s and the CAISO’s operations personnel. Such permission shall not beunreasonably withheld.(e) The Interconnection Customer shall maintain operating communications withthe Participating TO’s designated switching center. The operatingcommunications shall include, but not be limited to, system parallel operation orseparation, scheduled and unscheduled outages, equipment clearances,protective relay operations, and levels of operating voltage and reactive power.
Page No. 63(f)The Interconnection Customer has elected for the Small Generating Facility tohave Energy Only Deliverability Status, as such term is defined in the CAISOTariff.(g) Technical assessments may be performed by the Participating TO on an asneeded basis, at the Interconnection Customer’s expense, to confirm if any ofthe facilities, upgrades or replacements identified in the facilities study arerequired to be advanced in order to accommodate <strong>interconnection</strong> of theAntelope Power Plant Project. In the event that it is determined by theParticipating TO that any such facilities, upgrades or replacements are requiredto be advanced in order to accommodate <strong>interconnection</strong> of the SmallGenerating Facility, such advancement shall be addressed in accordance withSection 12.2.2 of the GIP. Additionally, technical assessments may be requiredprior to the <strong>interconnection</strong> of the Antelope Power Plant Project due to thechanges in the generation <strong>interconnection</strong> queue and the electrical systemsince the <strong>interconnection</strong> studies were completed. These technicalassessments may identify Participating TO’s Reliability Network Upgrades andParticipating TO’s Delivery Network Upgrades that are different from thoseincluded in the Agreement. As a result of these technical assessments, thisAgreement may require amending to reflect such upgrades and associatedcosts.(h) Upon reasonable notice and supervision by a Party, and subject to any requiredor necessary regulatory approvals, a Party (“Granting Party”) shall furnish at nocost to the other Party (“Access Party”) any rights of use, licenses, rights of wayand easements with respect to lands owned or controlled by the Granting Party,its agents (if allowed under the applicable agency <strong>agreement</strong>), or any affiliate,that are necessary to enable the Access Party to obtain ingress and egress toconstruct, operate, maintain, repair, test (or witness testing), inspect, replace orremove facilities and equipment to: (i) interconnect the Small GeneratingFacility with the Participating TO’s Transmission System; (ii) operate andmaintain the Small Generating Facility, the Interconnection Facilities and theParticipating TO’s electrical system; and (iii) disconnect or remove the AccessParty’s facilities and equipment upon termination of this Agreement. Inexercising such licenses, rights of way and easements, the Access Party shallnot unreasonably disrupt or interfere with normal operation of the GrantingParty’s business and shall adhere to the safety rules and proceduresestablished in advance, as may be changed from time to time, by the GrantingParty and provided to the Access Party. The Interconnection Customer andParticipating TO shall execute any necessary supplemental <strong>agreement</strong>s, asdetermined by the Participating TO, to effectuate and record such easement(s)which provides the Participating TO unrestricted 24 hour access to ParticipatingTO's Interconnection Facilities, and Distribution Upgrades, and NetworkUpgrades, if applicable, located on the Interconnection Customer's side of thePoint of Change of Ownership for construction, operation, and maintenance.
Page No. 64(i)Compliance with Applicable Reliability Standards: The InterconnectionCustomer shall comply with all Applicable Reliability Standards for theInterconnection Customer’s Interconnection Facilities and the Small GeneratingFacility. The Participating TO will not assume any responsibility for complyingwith mandatory reliability standards for such facilities and offers no opinion asto whether the Interconnection Customer must register with NERC. If requiredto register with NERC, the Interconnection Customer shall be responsible forcomplying with all Applicable Reliability Standards for the InterconnectionCustomer’s Interconnection Facilities and the Small Generating Facility up tothe Point of Change of Ownership, as described in Section 5 of Attachment 2 ofthis Agreement.5. Insurance:(a) Each Party shall, at its own expense, maintain in force throughout the period ofthis Agreement, and until released by the other Party, the following minimuminsurance coverage, with insurers rated no less than A- (with a minimum sizerating of VII) by Bests’ Insurance Guide and Key Ratings and authorized to dobusiness in the state where the Point of Interconnection is located:(i)(ii)Employer's Liability and Workers' Compensation Insurance providingstatutory benefits in accordance with the laws and regulations of the statein which the Point of Interconnection is located. Either party may meet therequirement for workers compensation insurance through self insurance ifit is authorized to self insure by the applicable state.Commercial General Liability Insurance including premises andoperations, personal injury, broad form property damage, broad formblanket contractual liability coverage (including coverage for thecontractual indemnification) products and completed operations coverage,coverage for explosion, collapse and underground hazards, independentcontractors coverage, coverage for pollution to the extent normallyavailable and punitive damages to the extent normally available and across liability endorsement, with minimum limits of one million dollars($1,000,000.00) per occurrence/one million dollars ($1,000,000.00)aggregate combined single limit for personal injury, bodily injury, includingdeath and property damage.(iii) Business Automobile Liability Insurance for coverage of owned and nonownedand hired vehicles, trailers or semi-trailers designed for travel onpublic roads, with a minimum, combined single limit of one million dollars($1,000,000.00) per occurrence for bodily injury, including death, andproperty damage.(iv) For this 20 MW project, excess Public Liability Insurance over and abovethe Employer's Liability Commercial General Liability and Business
Page No. 65Automobile Liability Insurance coverage, with a minimum combined singlelimit of twenty million dollars ($20,000,000.00) per occurrence/ twentymillion dollars ($20,000,000.00) aggregate. The requirements of Section iiand iv may be met by any combination of general and excess liabilityinsurance.(v)The Commercial General Liability Insurance, Business AutomobileInsurance and Excess Public Liability Insurance policies shall name theother Party, its parent, its subsidiaries and the respective directors,officers, agents, servants and employees ("Other Party Group") asadditional insured. All policies shall contain provisions whereby theinsurers waive all rights of subrogation in accordance with the provisionsof this Agreement against the Other Party Group and endeavor to providethirty (30) calendar days advance written notice to the Other Party Groupprior to anniversary date of cancellation or any material change incoverage or condition.(vi) The Commercial General Liability Insurance, Business Automobile LiabilityInsurance and Excess Public Liability Insurance policies shall containprovisions that specify that the policies are primary and shall apply to suchextent without consideration for other policies separately carried and shallstate that each insured is provided coverage as though a separate policyhad been issued to each, except the insurer’s liability shall not beincreased beyond the amount for which the insurer would have been liablehad only one insured been covered. Each Party shall be responsible forits respective deductibles or retentions.(vii) The Commercial General Liability Insurance, Business Automobile LiabilityInsurance and Excess Public Liability Insurance policies, if written on aClaims First Made Basis, shall be maintained in full force and effect fortwo (2) years after termination of this Agreement, which coverage may bein the form of tail coverage or extended reporting period coverage ifagreed by the Parties.(viii) The requirements contained herein as to the types and limits of allinsurance to be maintained by the Parties are not intended to and shall notin any manner, limit or qualify the liabilities and obligations assumed bythe Parties under this Agreement.(ix) No later than ten (10) Business Days prior to the anticipated commercialoperation date of this Agreement, and as soon as practicable after the endof each fiscal year or at the renewal of the insurance policy and in anyevent within ninety (90) calendar days thereafter, each Party shall providecertification of all insurance required in this Agreement, executed by eachinsurer or by an authorized representative of each insurer.
Page No. 66(b) Notwithstanding the foregoing, each Party may self-insure to meet the minimuminsurance requirements of Article 8 of this Agreement and this Attachment 5Section 6 to the extent it maintains a self-insurance program; provided that,Interconnection Customer’s senior unsecured debt or issuer rating is BBB-, orbetter, as rated by Standard & Poor’s and that its self-insurance program meetsthe minimum insurance requirements of Article 8 of this Agreement and thisAttachment 5 Section 6. For any period of time that Interconnection Customer’ssenior unsecured debt rating and issuer rating are both unrated by Standard &Poor’s or are both rated at less than BBB- by Standard & Poor’s, each Partyshall comply with the insurance requirements applicable to it under Article 8 ofthis Agreement and this Attachment 5 Section 6. In the event that a Party ispermitted to self-insure, it shall notify the other Party that it meets therequirements to self-insure and that its self-insurance program meets theminimum insurance requirements in a manner consistent with that specified inArticle 8 of this Agreement and this Attachment 5 Section 5.(c)The Parties agree to report to each other in writing as soon as practical allaccidents or occurrences resulting in injuries to any person, including death,and any property damage arising out of this Agreement.6. Transfer of Ownership and Easements:(a)Notwithstanding any other provision of this Agreement, InterconnectionCustomer shall, at its sole expense, engineer and construct the InterconnectionCustomer-Constructed Participating TO’s Interconnection Facilities includingprocuring all associated land and property rights as described in Attachment 2to this Agreement, in accordance with Participating TO’s standards andspecifications.(b) Interconnection Customer shall at all times indemnify, defend and saveParticipating TO harmless from any and all damages, losses, claims, demands,suits, recoveries, cost and expenses, court cost, attorney fees, and all otherobligations by third parties, arising out of or resulting from the InterconnectionCustomer’s construction of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, except in the case of grossnegligence or intentional wrongdoing by Participating TO.(c)Prior to commencing construction of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities, Participating TO shall reviewInterconnection Customer’s construction documents and the InterconnectionCustomer shall obtain the Participating TO’s approval of the design,engineering, and layout of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities. Such approval shall not beunreasonably withheld.(d) During construction of the Interconnection Customer-Constructed ParticipatingTO’s Interconnection Facilities, the Participating TO shall have the right to
Page No. 67access the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities to conduct inspections of such facilities. In the eventParticipating TO accesses the construction site, Participating TO shall adhereto prudent utility practice.(e)(f)If, at any time during construction, the Participating TO determines that theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities do not meet the Participating TO’s standards and specifications, theInterconnection Customer shall be obligated to remedy such deficiencies.The Participating TO shall apply, at the Interconnection Customer’s soleexpense, to obtain any regulatory approvals required to be obtained by theParticipating TO for the construction, operation and maintenance of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities.(g) Following completion of construction and prior to energization of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities, Interconnection Customer will advise Participating TO, andParticipating TO shall provide final inspection and field testing of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities, and Interconnection Customer shall obtain Participating TO’sacceptance for transfer of ownership, operation and maintenance of theInterconnection Customer-Constructed Participating TO’s InterconnectionFacilities.(h) Participating TO and the Interconnection Customer shall execute a Title,Transfer, Assignment and Assumption Agreement which provides for thetransfer of ownership, at no cost to Participating TO, of the InterconnectionCustomer-Constructed Participating TO’s Interconnection Facilities, includingall applicable warranties, from Interconnection Customer to Participating TO.Interconnection Customer shall obtain manufacturer’s standard warranties formajor substation equipment which are transferable directly to Participating TO.Interconnection Customer shall also provide documents to be attached to theTitle, Transfer, Assignment and Assumption Agreement confirming thefollowing: (i) engineered steel has been manufactured per specification, and (ii)site grading has been performed per design and approved by the responsiblecounty agency. The Title, Transfer, Assignment and Assumption Agreementshall also address the transfer of facilities back to Interconnection Customerwhich Interconnection Customer is responsible for removing in the event oftermination of the Agreement.(i)Interconnection Customer shall make all necessary arrangements foreasements and/or other real property rights associated with the installation andoperation of the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities in order for Participating TO to comply with itsobligations under this Agreement. Notwithstanding any other provision of this
Page No. 68Agreement, Distribution Provider shall have no obligation to install theParticipating TO-Constructed Participating TO’s Interconnection Facilities priorto the effective date of such easement <strong>agreement</strong>s or other real property<strong>agreement</strong>s.(j)(k)(l)During construction of the TOT427 Substation, Interconnection Customer shallprovide Participating TO’s Construction Inspector with onsite, air conditionedoffice space, including desk and chair. Participating TO acknowledges thatsuch space may be in a mobile office also used by Interconnection Customer.Following the transfer of the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities to Participating TO, ParticipatingTO shall own, operate and maintain such facilities.Within one hundred-eighty (180) calendar days of the Commercial OperationsDate, Interconnection Customer shall deliver to Participating TO “as-built”drawings, information , and any other documents that are required byParticipating TO to assure that the Interconnection Customer-ConstructedParticipating TO’s Interconnection Facilities are built to the standards andspecification required by Participating TO.(m) As soon as reasonably practicable, but within six months after completion of theconstruction of the Interconnection Customer-Constructed Participating TO’sInterconnection Facilities, the Interconnection Customer shall provide aninvoice of the final cost of the construction of the Interconnection Customer-Constructed Participating TO’s Interconnection Facilities to the Participating TO, which invoice shall set forth such costs in sufficient detail to enable theParticipating TO to reflect the proper costs of such facilities in this Agreementand in its rate base.
Page No. 69ATTACHMENT 6Participating TO's Description of its Upgradesand Best Estimate of Upgrade CostsThe Participating TO shall describe Upgrades and provide an itemized best estimate ofthe cost, including overheads, of the Upgrades and annual operation and maintenanceexpenses associated with such Upgrades. The Participating TO shall functionalizeUpgrade costs and annual expenses as either transmission or distribution related.1. Network Upgrades.(a) Stand Alone Network Upgrades. None.(b) Other Network Upgrades.(i) Participating TO’s Reliability Network Upgrades.1. Antelope Substation:Add (1) SEL 311L or GE L90 line current differential relaying system toprotect the new three-point line.2. Del Sur Substation:Add (1) SEL 311L or GEL90 line current differential relaying system toprotect the new three-point line. Install two 69000 - 115 V potentialtransformers(ii)Participating TO’s Delivery Network Upgrades. None.2. Distribution Upgrades. None.
Page No. 70ATTACHMENT 7INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANTAttachment 7 sets forth requirements and provisions specific to a wind generating plant.All other requirements of this Agreement continue to apply to wind generating plant<strong>interconnection</strong>s.A. Technical Standards Applicable to a Wind Generating Planti. Low Voltage Ride-Through (LVRT) CapabilityA wind generating plant shall be able to remain online during voltage disturbances up tothe time periods and associated voltage levels set forth in the standard below. TheLVRT standard provides for a transition period standard and a post-transition periodstandard.Transition Period LVRT StandardThe transition period standard applies to wind generating plants that have either: (i)<strong>interconnection</strong> <strong>agreement</strong>s signed and filed with FERC, filed with FERC in unexecutedform, or filed with FERC as non-conforming <strong>agreement</strong>s between January 1, 2006 andDecember 31, 2006, with a scheduled in-service date no later than December 31, 2007,or (ii) wind generating turbines subject to a wind turbine procurement contract executedprior to December 31, 2005, for delivery through 2007.1. Wind generating plants are required to remain in-service during three-phase faultswith normal clearing (which is a time period of approximately 4 – 9 cycles) and singleline to ground faults with delayed clearing, and subsequent post-fault voltagerecovery to prefault voltage unless clearing the fault effectively disconnects the<strong>generator</strong> from the system. The clearing time requirement for a three-phase faultwill be specific to the wind generating plant substation location, as determined byand documented by the Participating TO. The maximum clearing time the windgenerating plant shall be required to withstand for a three-phase fault shall be 9cycles at a voltage as low as 0.15 p.u., as measured at the high side of the windgenerating plant step-up transformer (i.e. the transformer that steps the voltage up tothe transmission <strong>interconnection</strong> voltage or “GSU”), after which, if the fault remainsfollowing the location-specific normal clearing time for three-phase faults, the windgenerating plant may disconnect from the transmission system.2. This requirement does not apply to faults that would occur between the wind<strong>generator</strong> terminals and the high side of the GSU or to faults that would result in avoltage lower than 0.15 per unit on the high side of the GSU serving the facility.3. Wind generating plants may be tripped after the fault period if this action is intendedas part of a special protection system.4. Wind generating plants may meet the LVRT requirements of this standard by theperformance of the <strong>generator</strong>s or by installing additional equipment (e.g., Static VAr
Page No. 71Compensator, etc.) within the wind generating plant or by a combination of <strong>generator</strong>performance and additional equipment.5. Existing individual <strong>generator</strong> units that are, or have been, interconnected to thenetwork at the same location at the effective date of the Attachment 7 LVRTStandard are exempt from meeting the Attachment 7 LVRT Standard for theremaining life of the existing generation equipment. Existing individual <strong>generator</strong>units that are replaced are required to meet the Attachment 7 LVRT Standard.Post-transition Period LVRT StandardAll wind generating plants not covered by the transition period described above mustmeet the following requirements:1. Wind generating plants are required to remain in-service during three-phase faultswith normal clearing (which is a time period of approximately 4 – 9 cycles) and singleline to ground faults with delayed clearing, and subsequent post-fault voltagerecovery to prefault voltage unless clearing the fault effectively disconnects the<strong>generator</strong> from the system. The clearing time requirement for a three-phase faultwill be specific to the wind generating plant substation location, as determined byand documented by the Participating TO. The maximum clearing time the windgenerating plant shall be required to withstand for a three-phase fault shall be 9cycles after which, if the fault remains following the location-specific normal clearingtime for three-phase faults, the wind generating plant may disconnect from theCAISO Controlled Grid. A wind generating plant shall remain interconnected duringsuch a fault on the CAISO Controlled Grid for a voltage level as low as zero volts, asmeasured at the high voltage side of the wind GSU.2. This requirement does not apply to faults that would occur between the wind<strong>generator</strong> terminals and the high side of the GSU.3. Wind generating plants may be tripped after the fault period if this action is intendedas part of a special protection system.4. Wind generating plants may meet the LVRT requirements of this standard by theperformance of the <strong>generator</strong>s or by installing additional equipment (e.g., Static VArCompensator) within the wind generating plant or by a combination of <strong>generator</strong>performance and additional equipment.5. Existing individual <strong>generator</strong> units that are, or have been, interconnected to theCAISO Controlled Grid at the same location at the effective date of the Attachment 7LVRT Standard are exempt from meeting the Attachment 7 LVRT Standard for theremaining life of the existing generation equipment. Existing individual <strong>generator</strong>units that are replaced are required to meet the Attachment 7 LVRT Standard.ii. Power Factor Design Criteria (Reactive Power)A wind generating plant shall operate within a power factor within the range of 0.95leading to 0.95 lagging, measured at the Point of Interconnection as defined in thisAgreement in order to maintain a specified voltage schedule, if the system impact studyshows that such a requirement is necessary to ensure safety or reliability. The power
Page No. 72factor range standard can be met by using, for example, power electronics designed tosupply this level of reactive capability (taking into account any limitations due to voltagelevel, real power output, etc.) or fixed and switched capacitors, or a combination of thetwo, if agreed to by the Participating TO and CAISO. The Interconnection Customershall not disable power factor equipment while the wind plant is in operation. Windplants shall also be able to provide sufficient dynamic voltage support in lieu of thepower system stabilizer and automatic voltage regulation at the <strong>generator</strong> excitationsystem if the system impact study shows this to be required for system safety orreliability.iii. Supervisory Control and Data Acquisition (SCADA) CapabilityThe wind plant shall provide SCADA capability to transmit data and receive instructionsfrom the Participating TO and CAISO to protect system reliability. The Participating TOand CAISO and the wind plant Interconnection Customer shall determine what SCADAinformation is essential for the proposed wind plant, taking into account the size of theplant and its characteristics, location, and importance in maintaining generationresource adequacy and transmission system reliability in its area.
Page No. 73ATTACHMENT 8[This Attachment is Intentionally Omitted]
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