archival purposes, provided that the obligation to treat it as
Confidential Information in accordance with this Article 8 shall
survive such termination.
    8.1.8 Remedies. The Parties agree that monetary damages would be
inadequate to compensate a Party for the other Party's Breach of its
obligations under this Article 8. Each Party accordingly agrees that
the disclosing Party shall be entitled to equitable relief, by way
of injunction or otherwise, if the receiving Party Breaches or
threatens to Breach its obligations under this Article 8, which
equitable relief shall be granted without bond or proof of damages,
and the breaching Party shall not plead in defense that there would
be an adequate remedy at law. Such remedy shall not be deemed an
exclusive remedy for the Breach of this Article 8, but it shall be
in addition to all other remedies available at law or in equity. The
Parties further acknowledge and agree that the covenants contained
herein are necessary for the protection of legitimate business
interests and are reasonable in scope. Neither Party, however, shall
be liable for indirect, incidental, or consequential or punitive
damages of any nature or kind resulting from or arising in
connection with this Article 8.
    8.1.9 Disclosure to FERC, its Staff, or a State Regulatory Body.
Notwithstanding anything in this Article 8 to the contrary, and
pursuant to 18 CFR 1b.20, if FERC or its staff, during the course of
an investigation or otherwise, requests information from a Party
that is otherwise required to be maintained in confidence pursuant
to this Agreement, the Party shall provide the requested information
to FERC or its staff, within the time provided for in the request
for information. In providing the information to FERC or its staff,
the Party must, consistent with 18 CFR 388.112, request that the
information be treated as confidential and non-public by FERC and
its staff and that the information be withheld from public
disclosure. Parties are prohibited from notifying the other Party to
this Agreement prior to the release of the Confidential Information
to FERC or its staff. The Party shall notify the other Party to the
Agreement when it is notified by FERC or its staff that a request to
release Confidential Information has been received by FERC, at which
time either of the Parties may respond before such information would
be made public, pursuant to 18 CFR 388.112. Requests from a state
regulatory body conducting a confidential investigation shall be
treated in a similar manner if consistent with the applicable state
rules and regulations.
    8.1.10 Subject to the exception in Article 8.1.9, any
information that a disclosing Party claims is competitively
sensitive, commercial, or financial information under this Agreement
shall not be disclosed by the receiving Party to any person not
employed or retained by the receiving Party, except to the extent
disclosure is (1) required by law; (2) reasonably deemed by the
disclosing Party to be required to be disclosed in connection with a
dispute between or among the Parties, or the defense of litigation
or dispute; (3) otherwise permitted by consent of the disclosing
Party, such consent not to be unreasonably withheld; or (4)
necessary to fulfill its obligations under this Agreement or as the
Transmission Provider or a balancing authority, including disclosing
the Confidential Information to a regional or national reliability
organization. The Party asserting confidentiality shall notify the
receiving Party in writing of the information that Party claims is
confidential. Prior to any disclosures of that Party's Confidential
Information under this subparagraph, or if any non-Party or
Governmental Authority makes any request or demand for any of the
information described in this subparagraph, the Party that received
the Confidential Information from the disclosing Party agrees to
promptly notify the disclosing Party in writing and agrees to assert
confidentiality and cooperate with the disclosing Party in seeking
to protect the Confidential Information from public disclosure by
confidentiality agreement, protective order, or other reasonable
measures.

Article 9

Information Access and Audit Rights

    9.1 Information Access. Each Party shall make available to the
other Party information necessary to verify the costs incurred by
the other Party for which the requesting Party is responsible under
this Agreement and carry out obligations and responsibilities under
this Agreement, provided that the Parties shall not use such
information for purposes other than those set forth in this Article
9.1 and to enforce their rights under this Agreement.
    9.2 Audit Rights. Subject to the requirements of confidentiality
under Article

8 of this Agreement, the accounts and records related to the design,
engineering, procurement, and construction of the Affected System
Network Upgrade(s) shall be subject to audit during the period of
this Agreement and for a period of twenty-four (24) months following
Transmission Provider's issuance of a final invoice in accordance
with Article 4.4. Affected System Interconnection Customer at its
expense shall have the right, during normal business hours, and upon
prior reasonable notice to Transmission Provider, to audit such
accounts and records. Any audit authorized by this Article 9.2 shall
be performed at the offices where such accounts and records are
maintained and shall be limited to those portions of such accounts
and records that relate to obligations under this Agreement.

Article 10

Notices

    10.1 General. Any notice, demand, or request required or
permitted to be given by a Party to the other Party, and any
instrument required or permitted to be tendered or delivered by a
Party in writing to another Party, may be so given, tendered, or
delivered, as the case may be, by depositing the same with the
United States Postal Service with postage prepaid, for transmission
by certified or registered mail, addressed to the Parties, or
personally delivered to the Parties, at the address set out below:

To Transmission Provider:
To Affected System Interconnection Customer:

    10.2 Billings and Payments. Billings and payments shall be sent
to the addresses shown in Article 10.1 unless otherwise agreed to by
the Parties.
    10.3 Alternative Forms of Notice. Any notice or request required
or permitted to be given by a Party to the other Party and not
required by this Agreement to be given in writing may be so given by
telephone, facsimile or email to the telephone numbers and email
addresses set out below:

To Transmission Provider:
To Affected System Interconnection Customer:

    10.4 Execution and Filing. Affected System Interconnection
Customer shall either: (i) execute two originals of this tendered
Agreement and return them to Transmission Provider; or (ii) request
in writing that Transmission Provider file with FERC this Agreement
in unexecuted form. As soon as practicable, but not later than ten
(10) Business Days after receiving either the two executed originals
of this tendered Agreement (if it does not conform with a FERC-
approved standard form of this Agreement) or the request to file
this Agreement unexecuted, Transmission Provider shall file this
Agreement with FERC, together with its explanation of any matters as
to which Affected System Interconnection Customer and Transmission
Provider disagree and support for the costs that Transmission
Provider proposes to charge to Affected System Interconnection
Customer under this Agreement. An unexecuted version of this
Agreement should contain terms and conditions deemed appropriate by
Transmission Provider for the Affected System Interconnection
Customer's generating facility. If the Parties agree to proceed with
design, procurement, and construction of facilities and upgrades
under the agreed-upon terms of the unexecuted version of this
Agreement, they may proceed pending FERC action.

Article 11

Miscellaneous

    11.1 This Agreement shall include standard miscellaneous terms
including, but not limited to, indemnities, representations,
disclaimers, warranties, governing law, amendment, execution,
waiver, enforceability and assignment, which reflect best practices
in the electric industry, that are consistent with regional
practices, Applicable Laws and Regulations and the organizational
nature of each Party. All of these provisions, to the extent
practicable, shall be consistent with the provisions of this LGIP.

[Signature Page to Follow]
    In witness whereof, the Parties have executed this Agreement in
multiple originals, each of which shall constitute and be an
original Agreement among the Parties.

Transmission Provider
{Transmission Provider{time}

By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

Affected System Interconnection Customer

{Affected System Interconnection Customer{time}
By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------
Project No.__

Attachment A to Appendix 11

Two-Party Affected System Facilities Construction Agreement

Affected System Network Upgrade(s), Cost Estimates and Responsibility,
Construction Schedule and Monthly Payment Schedule

    This Appendix A is a part of the Affected System Facilities
Construction Agreement between Affected System Interconnection
Customer and Transmission Provider.
    1.1 Affected System Network Upgrade(s) to be installed by
Transmission Provider.

{description{time}

    1.2 First Equipment Order (including permitting).

{description{time}

    1.2.1. Permitting and Land Rights--Transmission Provider
Affected System Network Upgrade(s)

{description{time}

    1.3 Construction Schedule. Where applicable, construction of the
Affected System Network Upgrade(s) is scheduled as follows and will
be periodically updated as necessary:

         Table 1--Transmission Provider Construction Activities
------------------------------------------------------------------------
                                                      Start
        Milestone number            Description        date     End date
------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

------------------------------------------------------------------------

    Note: Construction schedule assumes that Transmission Provider
has obtained final authorizations and security from Affected System
Interconnection Customer and all necessary permits from Governmental
Authorities as necessary prerequisites to commence construction of
any of the Affected System Network Upgrade(s).

    1.4 Payment Schedule.
    1.4.1 Timing of and Adjustments to Affected System
Interconnection Customer's Payments and Security.

{description{time}

    1.4.2 Monthly Payment Schedule. Affected System Interconnection
Customer's payment schedule is as follows.

{description{time}

  Table 2--Affected System Interconnection Customer's Payment/Security
           Obligations for Affected System Network Upgrade(s).
------------------------------------------------------------------------
          Milestone number                  Description           Date
------------------------------------------------------------------------
                                      .......................
                                      .......................
                                      .......................
                                      .......................
                                      .......................
------------------------------------------------------------------------

    Note: Affected System Interconnection Customer's payment or
provision of security as provided in this Agreement operates as a
condition precedent to Transmission Provider's obligations to
construct any Affected System Network Upgrade(s), and failure to
meet this schedule will constitute a Breach pursuant to Article 5.1
of this Agreement.

    1.5 Permits, Licenses, and Authorizations.

{description{time}

Attachment B to Appendix 11

Two-Party Affected System Facilities Construction Agreement

Notification of Completed Construction

    This Appendix B is a part of the Affected System Facilities
Construction Agreement between Affected System Interconnection
Customer and Transmission Provider. Where applicable, when
Transmission Provider has completed construction of the Affected
System Network Upgrade(s), Transmission Provider shall send notice
to Affected System Interconnection Customer in substantially the
form following:

{Date{time}
{Affected System Interconnection Customer Address{time}
Re: Completion of Affected System Network Upgrade(s)
Dear {Name or Title{time} :

    This letter is sent pursuant to the Affected System Facilities
Construction Agreement between {Transmission Provider{time}  and
{Affected System Interconnection Customer{time} , dated ______,
20__.
    On {Date{time} , Transmission Provider completed to its
satisfaction all work on the Affected System Network Upgrade(s)
required to facilitate the safe and reliable interconnection and
operation of Affected System Interconnection Customer's {description
of generating facility{time} . Transmission Provider confirms that
the Affected System Network Upgrade(s) are in place.

Thank you.

    {Signature{time}
{Transmission Provider Representative{time}

Attachment C to Appendix 11

Two-Party Affected System Facilities Construction Agreement

Exhibits

    This Appendix C is a part of the Affected System Facilities
Construction Agreement among Affected System Interconnection
Customer and Transmission Provider.

Exhibit A1

Transmission Provider Site Map

Exhibit A2

Site Plan

Exhibit A3

Affected System Network Upgrade(s) Plan & Profile

Exhibit A4

Estimated Cost of Affected System Network Upgrade(s)

------------------------------------------------------------------------
                                             Facilities to
                                             be constructed  Estimate in
                                  Location  by transmission    dollars
                                                provider
------------------------------------------------------------------------

                                                     Total:
------------------------------------------------------------------------

Appendix 12 to LGIP

Multiparty Affected System Facilities Construction Agreement

    This agreement is made and entered into this ____ day of _____,
20__ by and among ________, organized and existing under the laws of
the State of _____ (Affected System Interconnection Customer);
_____, a _____ organized and existing under the laws of the State of
_____ (Affected System Interconnection Customer); and _____, an
entity organized under the laws of the State of ____ (Transmission
Provider). Affected System Interconnection Customers and
Transmission Provider each may be referred to as a ``Party'' or
collectively as the ``Parties.'' When it is not important to
differentiate among them, Affected System Interconnection Customers
each may be referred to as ``Affected System Interconnection
Customer'' or collectively as ``Affected System Interconnection
Customers.''

Recitals

    Whereas, Affected System Interconnection Customers are proposing
to develop {description of generating facilities or generating
capacity additions to an existing generating facility{time} ,
consistent with the interconnection requests submitted by Affected
System Interconnection Customers to {name of host transmission
provider{time} , dated ____, for which {name of host transmission
provider{time}  found impacts on Transmission Provider's
Transmission System; and
    Whereas, Affected System Interconnection Customers desire to
interconnect the {generating facilities{time}  to {name of host
transmission provider{time} 's transmission system; and
    Whereas, additions, modifications, and upgrade(s) must be made
to certain existing facilities of Transmission Provider's
Transmission System to accommodate such interconnection; and
    Whereas, Affected System Interconnection Customers have
requested, and Transmission Provider has agreed, to enter into this
Agreement for the purpose of facilitating the construction of
necessary Affected System Network Upgrade(s);
    Now, therefore, in consideration of and subject to the mutual
covenants contained herein, the Parties agree as follows:

Article 1

Definitions

    When used in this Agreement, with initial capitalization, the
terms specified and not otherwise defined in this Agreement shall
have the meanings indicated in this LGIP.

Article 2

Term of Agreement

    2.1 Effective Date. This Agreement shall become effective upon
execution by the Parties subject to acceptance by FERC (if
applicable), or if filed unexecuted, upon the date specified by
FERC.
    2.2 Term.
    2.2.1 General. This Agreement shall become effective as provided
in Article 2.1 and shall continue in full force and effect until the
earlier of (1) the final repayment, where applicable, by
Transmission Provider of the amount funded by Affected System
Interconnection Customers for Transmission Provider's design,
procurement, construction, and installation of the Affected System
Network Upgrade(s) provided in Appendix A; (2) the Parties agree to
mutually terminate this Agreement; (3) earlier termination is
permitted or provided for under Appendix A of this Agreement; or (4)
Affected System Interconnection Customers terminate this Agreement
after providing Transmission Provider with written notice at least
sixty (60) Calendar Days prior to the proposed termination date,
provided that Affected System Interconnection Customers have no
outstanding contractual obligations to Transmission Provider under
this Agreement. No termination of this Agreement shall be effective
until the Parties have complied with all Applicable Laws and
Regulations applicable to such termination. The term of this
Agreement may be adjusted upon mutual agreement of the Parties if
the commercial operation date(s) for the {generating
facilities{time}  is adjusted in accordance with the rules and
procedures established by {name of host transmission provider{time}
or the in-service

date for the Affected System Network Upgrade(s) is adjusted in
accordance with the rules and procedures established by Transmission
Provider.
    2.2.2 Termination Upon Default. Default shall mean the failure
of a Breaching Party to cure its Breach in accordance with Article 5
of this Agreement where Breach and Breaching Party are defined in
Article 5. Defaulting Party shall mean the Party that is in Default.
In the event of a Default by a Party, each non-Defaulting Party
shall have the termination rights described in Articles 5 and 6;
provided, however, Transmission Provider may not terminate this
Agreement if an Affected System Interconnection Customer is the
Defaulting Party and compensates Transmission Provider within thirty
(30) Calendar Days for the amount of damages billed to Affected
System Interconnection Customer(s) by Transmission Provider for any
such damages, including costs and expenses incurred by Transmission
Provider as a result of such Default. Notwithstanding the foregoing,
Default by one or more Affected System Interconnection Customers
shall not provide the other Affected System Interconnection
Customer(s), either individually or in concert, with the right to
terminate the entire Agreement. The non-Defaulting Party/Parties
may, individually or in concert, initiate the removal of an Affected
System Interconnection Customer that is a Defaulting Party from this
Agreement. Transmission Provider shall not terminate this Agreement
or the participation of any Affected System Interconnection Customer
without provision being made for Transmission Provider to be fully
reimbursed for all of its costs incurred under this Agreement.
    2.2.3 Consequences of Termination. In the event of a termination
by a Party, other than a termination by Affected System
Interconnection Customer(s) due to a Default by Transmission
Provider, each Affected System Interconnection Customer whose
participation in this Agreement is terminated shall be responsible
for the payment to Transmission Provider of all amounts then due and
payable for construction and installation of the Affected System
Network Upgrade(s) (including, without limitation, any equipment
ordered related to such construction), plus all out-of-pocket
expenses incurred by Transmission Provider in connection with the
construction and installation of the Affected System Network
Upgrade(s), through the date of termination, and, in the event of
the termination of the entire Agreement, any actual costs which
Transmission Provider reasonably incurs in (1) winding up work and
construction demobilization and (2) ensuring the safety of persons
and property and the integrity and safe and reliable operation of
Transmission Provider's Transmission System. Transmission Provider
shall use Reasonable Efforts to minimize such costs. The cost
responsibility of other Affected System Interconnection Customers
shall be adjusted, as necessary, based on the payments by an
Affected System Interconnection Customer that is terminated from the
Agreement.
    2.2.4 Reservation of Rights. Transmission Provider shall have
the right to make a unilateral filing with FERC to modify this
Agreement with respect to any rates, terms and conditions, charges,
classifications of service, rule or regulation under section 205 or
any other applicable provision of the Federal Power Act and FERC's
rules and regulations thereunder, and Affected System
Interconnection Customers shall have the right to make a unilateral
filing with FERC to modify this Agreement pursuant to section 206 or
any other applicable provision of the Federal Power Act and FERC's
rules and regulations thereunder; provided that each Party shall
have the right to protest any such filing by the other Party and to
participate fully in any proceeding before FERC in which such
modifications may be considered. Nothing in this Agreement shall
limit the rights of the Parties or of FERC under sections 205 or 206
of the Federal Power Act and FERC's rules and regulations
thereunder, except to the extent that the Parties otherwise mutually
agree as provided herein.
    2.3 Filing. Transmission Provider shall file this Agreement (and
any amendment hereto) with the appropriate Governmental Authority,
if required. Affected System Interconnection Customers may request
that any information so provided be subject to the confidentiality
provisions of Article 8. Each Affected System Interconnection
Customer that has executed this Agreement, or any amendment thereto,
shall reasonably cooperate with Transmission Provider with respect
to such filing and to provide any information reasonably requested
by Transmission Provider needed to comply with applicable regulatory
requirements.
    2.4 Survival. This Agreement shall continue in effect after
termination, to the extent necessary, to provide for final billings
and payments and for costs incurred hereunder, including billings
and payments pursuant to this Agreement; to permit the determination
and enforcement of liability and indemnification obligations arising
from acts or events that occurred while this Agreement was in
effect; and to permit each Party to have access to the lands of the
other Party pursuant to this Agreement or other applicable
agreements, to disconnect, remove, or salvage its own facilities and
equipment.
    2.5 Termination Obligations. Upon any termination pursuant to
this Agreement or termination of the participation in this Agreement
of an Affected System Interconnection Customer, each Affected System
Interconnection Customer shall be responsible for the payment of its
proportionate share of all costs or other contractual obligations
incurred prior to the termination date, including previously
incurred capital costs, penalties for early termination, and costs
of removal and site restoration. The cost responsibility of the
other Affected System Interconnection Customers shall be adjusted as
necessary.

Article 3

Construction of Affected System Network Upgrade(s)

    3.1 Construction.
    3.1.1 Transmission Provider Obligations. Transmission Provider
shall (or shall cause such action to) design, procure, construct,
and install, and Affected System Interconnection Customers shall
pay, consistent with Article 3.2, the costs of all Affected System
Network Upgrade(s) identified in Appendix A. All Affected System
Network Upgrade(s) designed, procured, constructed, and installed by
Transmission Provider pursuant to this Agreement shall satisfy all
requirements of applicable safety and/or engineering codes and
comply with Good Utility Practice, and further, shall satisfy all
Applicable Laws and Regulations. Transmission Provider shall not be
required to undertake any action which is inconsistent with its
standard safety practices, its material and equipment
specifications, its design criteria and construction procedures, its
labor agreements, or any Applicable Laws and Regulations.
    3.1.2 Suspension of Work.
    <IP_ADDRESS> Right to Suspend. Affected System Interconnection
Customers must jointly provide to Transmission Provider written
notice of their request for suspension. Only the milestones
described in the Appendices of this Agreement are subject to
suspension under this Article 3.1.2. Affected System Network
Upgrade(s) will be constructed on the schedule described in the
Appendices of this Agreement unless: (1) construction is prevented
by the order of a Governmental Authority; (2) the Affected System
Network Upgrade(s) are not needed by any other Interconnection
Customer; or (3) Transmission Provider determines that a Force
Majeure event prevents construction. In the event of (1), (2), or
(3), any security paid to Transmission Provider under Article 4.1 of
this Agreement shall be released by Transmission Provider upon the
determination by Transmission Provider that the Affected System
Network Upgrade(s) will no longer be constructed. If suspension
occurs, Affected System Interconnection Customers shall be
responsible for the costs which Transmission Provider incurs (i) in
accordance with this Agreement prior to the suspension; (ii) in
suspending such work, including any costs incurred to perform such
work as may be necessary to ensure the safety of persons and
property and the integrity of Transmission Provider's Transmission
System and, if applicable, any costs incurred in connection with the
cancellation of contracts and orders for material which Transmission
Provider cannot reasonably avoid; and (iii) reasonably incurs in
winding up work and construction demobilization; provided, however,
that, prior to canceling any such contracts or orders, Transmission
Provider shall obtain Affected System Interconnection Customers'
authorization. Affected System Interconnection Customers shall be
responsible for all costs incurred in connection with Affected
System Interconnection Customers' failure to authorize cancellation
of such contracts or orders.
    Interest on amounts paid by Affected System Interconnection
Customers to Transmission Provider for the design, procurement,
construction, and installation of the Affected System Network
Upgrade(s) shall not accrue during periods in which

Affected System Interconnection Customers have suspended
construction under this Article 3.1.2.
    Transmission Provider shall invoice Affected System
Interconnection Customers pursuant to Article 4 and will use
Reasonable Efforts to minimize its costs. In the event Affected
System Interconnection Customers suspend work by Affected System
Transmission Provider required under this Agreement pursuant to this
Article <IP_ADDRESS>, and have not requested Affected System Transmission
Provider to recommence the work required under this Agreement on or
before the expiration of three (3) years following commencement of
such suspension, this Agreement shall be deemed terminated. The
three-year period shall begin on the date the suspension is
requested, or the date of the written notice to Affected System
Transmission Provider, whichever is earlier, if no effective date of
suspension is specified.
    <IP_ADDRESS> Recommencing of Work. If Affected System Interconnection
Customers request that Transmission Provider recommence construction
of Affected System Network Upgrade(s), Transmission Provider shall
have no obligation to afford such work the priority it would have
had but for the prior actions of Affected System Interconnection
Customers to suspend the work. In such event, Affected System
Interconnection Customers shall be responsible for any costs
incurred in recommencing the work. All recommenced work shall be
completed pursuant to an amended schedule for the interconnection
agreed to by the Parties. Transmission Provider has the right to
conduct a restudy of the Affected System Study if conditions have
materially changed subsequent to the request to suspend. Affected
System Interconnection Customers shall be responsible for the costs
of any studies or restudies required.
    <IP_ADDRESS> Right to Suspend Due to Default. Transmission Provider
reserves the right, upon written notice to Affected System
Interconnection Customers, to suspend, at any time, work by
Transmission Provider due to a Default by Affected System
Interconnection Customer(s). Defaulting-Affected System
Interconnection Customer(s) shall be responsible for any additional
expenses incurred by Transmission Provider associated with the
construction and installation of the Affected System Network
Upgrade(s) (as set forth in Article 2.2.3) upon the occurrence of a
Default pursuant to Article 5. Any form of suspension by
Transmission Provider shall not be barred by Articles 2.2.2, 2.2.3,
or 5.2.2, nor shall it affect Transmission Provider's right to
terminate the work or this Agreement pursuant to Article 6.
    3.1.3 Construction Status. Transmission Provider shall keep
Affected System Interconnection Customers advised periodically as to
the progress of its design, procurement, and construction efforts,
as described in Appendix A. An Affected System Interconnection
Customer may, at any time and reasonably, request a progress report
from Transmission Provider. If, at any time, an Affected System
Interconnection Customer determines that the completion of the
Affected System Network Upgrade(s) will not be required until after
the specified in-service date, such Affected System Interconnection
Customer will provide written notice to all other Parties of such
later date for which the completion of the Affected System Network
Upgrade(s) would be required. Transmission Provider may delay the
in-service date of the Affected System Network Upgrade(s)
accordingly, but only if agreed to by all other Affected System
Interconnection Customers.
    3.1.4 Timely Completion. Transmission Provider shall use
Reasonable Efforts to design, procure, construct, install, and test
the Affected System Network Upgrade(s) in accordance with the
schedule set forth in Appendix A, which schedule may be revised from
time to time by mutual agreement of the Parties. If any event occurs
that will affect the time or ability to complete the Affected System
Network Upgrade(s), Transmission Provider shall promptly notify all
other Parties. In such circumstances, Transmission Provider shall,
within fifteen (15) Calendar Days of such notice, convene a meeting
with Affected System Interconnection Customers to evaluate the
alternatives available to Affected System Interconnection Customers.
Transmission Provider shall also make available to Affected System
Interconnection Customers all studies and work papers related to the
event and corresponding delay, including all information that is in
the possession of Transmission Provider that is reasonably needed by
Affected System Interconnection Customers to evaluate alternatives,
subject to confidentiality arrangements consistent with Article 8.
Transmission Provider shall, at any Affected System Interconnection
Customer's request and expense, use Reasonable Efforts to accelerate
its work under this Agreement to meet the schedule set forth in
Appendix A, provided that (1) Affected System Interconnection
Customers jointly authorize such actions, such authorizations to be
withheld, conditioned, or delayed by a given Affected System
Interconnection Customer only if it can demonstrate that the
acceleration would have a material adverse effect on it; and (2) the
requesting Affected System Interconnection Customer(s) funds the
costs associated therewith in advance, or all Affected System
Interconnection Customers agree in advance to fund such costs based
on such other allocation method as they may adopt.
    3.2 Interconnection Costs.
    3.2.1 Costs. Affected System Interconnection Customers shall pay
to Transmission Provider costs (including taxes and financing costs)
associated with seeking and obtaining all necessary approvals and of
designing, engineering, constructing, and testing the Affected
System Network Upgrade(s), as identified in Appendix A, in
accordance with the cost recovery method provided herein. Except as
expressly otherwise agreed, Affected System Interconnection
Customers shall be collectively responsible for these costs, based
on their proportionate share of cost responsibility, as provided in
Appendix A. Unless Transmission Provider elects to fund the Affected
System Network Upgrade(s), they shall be initially funded by the
applicable Affected System Interconnection Customer.
    <IP_ADDRESS> Lands of Other Property Owners. If any part of the
Affected System Network Upgrade(s) is to be installed on property
owned by persons other than Affected System Interconnection
Customers or Transmission Provider, Transmission Provider shall, at
Affected System Interconnection Customers' expense, use efforts
similar in nature and extent to those that it typically undertakes
on its own behalf or on behalf of its Affiliates, including use of
its eminent domain authority to the extent permitted and consistent
with Applicable Laws and Regulations and, to the extent consistent
with such Applicable Laws and Regulations, to procure from such
persons any rights of use, licenses, rights-of-way, and easements
that are necessary to construct, operate, maintain, test, inspect,
replace, or remove the Affected System Network Upgrade(s) upon such
property.
    3.2.2 Repayment.
    <IP_ADDRESS> Repayment. Consistent with articles 11.4.1 and 11.4.2 of
the Transmission Provider's pro forma LGIA, each Affected System
Interconnection Customer shall be entitled to a cash repayment by
Transmission Provider of the amount each Affected System
Interconnection Customer paid to Transmission Provider, if any, for
the Affected System Network Upgrade(s), including any tax gross-up
or other tax-related payments associated with the Affected System
Network Upgrade(s), and not refunded to Affected System
Interconnection Customer pursuant to Article 3.3.1 or otherwise. The
Parties may mutually agree to a repayment schedule, to be outlined
in Appendix A, not to exceed twenty (20) years from the commercial
operation date, for the complete repayment for all applicable costs
associated with the Affected System Network Upgrade(s). Any
repayment shall include interest calculated in accordance with the
methodology set forth in FERC's regulations at 18 CFR 35.19
a(a)(2)(iii) from the date of any payment for Affected System
Network Upgrade(s) through the date on which Affected System
Interconnection Customers receive a repayment of such payment
pursuant to this subparagraph. Interest shall not accrue during
periods in which Affected System Interconnection Customers have
suspended construction pursuant to Article <IP_ADDRESS>. Affected System
Interconnection Customers may assign such repayment rights to any
person.
    <IP_ADDRESS> Impact of Failure to Achieve Commercial Operation. If an
Affected System Interconnection Customer's generating facility fails
to achieve commercial operation, but it or another generating
facility is later constructed and makes use of the Affected System
Network Upgrade(s), Transmission Provider shall at that time
reimburse such Affected System Interconnection Customers for the
portion of the Affected System Network Upgrade(s) it funded. Before
any such reimbursement can occur, Affected System Interconnection
Customer (or the entity that ultimately constructs the generating
facility, if different),

is responsible for identifying the entity to which the reimbursement
must be made.
    3.3 Taxes.
    3.3.1 Indemnification for Contributions in Aid of Construction.
With regard only to payments made by Affected System Interconnection
Customers to Transmission Provider for the installation of the
Affected System Network Upgrade(s), Transmission Provider shall not
include a gross-up for income taxes in the amounts it charges
Affected System Interconnection Customers for the installation of
the Affected System Network Upgrade(s) unless (1) Transmission
Provider has determined, in good faith, that the payments or
property transfers made by Affected System Interconnection Customers
to Transmission Provider should be reported as income subject to
taxation, or (2) any Governmental Authority directs Transmission
Provider to report payments or property as income subject to
taxation. Affected System Interconnection Customers shall reimburse
Transmission Provider for such costs on a fully grossed-up basis, in
accordance with this Article, within thirty (30) Calendar Days of
receiving written notification from Transmission Provider of the
amount due, including detail about how the amount was calculated.
    The indemnification obligation shall terminate at the earlier of
(1) the expiration of the ten (10)-year testing period and the
applicable statute of limitation, as it may be extended by
Transmission Provider upon request of the Internal Revenue Service,
to keep these years open for audit or adjustment, or (2) the
occurrence of a subsequent taxable event and the payment of any
related indemnification obligations as contemplated by this Article.
Notwithstanding the foregoing provisions of this Article 3.3.1, and
to the extent permitted by law, to the extent that the receipt of
such payments by Transmission Provider is determined by any
Governmental Authority to constitute income by Transmission Provider
subject to taxation, Affected System Interconnection Customers shall
protect, indemnify, and hold harmless Transmission Provider and its
Affiliates, from all claims by any such Governmental Authority for
any tax, interest, and/or penalties associated with such
determination. Upon receiving written notification of such
determination from the Governmental Authority, Transmission Provider
shall provide Affected System Interconnection Customers with written
notification within thirty (30) Calendar Days of such determination
and notification. Transmission Provider, upon the timely written
request by any one or more Affected System Interconnection
Customer(s) and at the expense of such Affected System
Interconnection Customer(s), shall appeal, protest, seek abatement
of, or otherwise oppose such determination. Transmission Provider
reserves the right to make all decisions with regard to the
prosecution of such appeal, protest, abatement or other contest,
including the compromise or settlement of the claim; provided that
Transmission Provider shall cooperate and consult in good faith with
the requesting Affected System Interconnection Customer(s) regarding
the conduct of such contest. Affected System Interconnection
Customer(s) shall not be required to pay Transmission Provider for
the tax, interest, and/or penalties prior to the seventh (7th)
Calendar Day before the date on which Transmission Provider (1) is
required to pay the tax, interest, and/or penalties or other amount
in lieu thereof pursuant to a compromise or settlement of the
appeal, protest, abatement, or other contest; (2) is required to pay
the tax, interest, and/or penalties as the result of a final, non-
appealable order by a Governmental Authority; or (3) is required to
pay the tax, interest, and/or penalties as a prerequisite to an
appeal, protest, abatement, or other contest. In the event such
appeal, protest, abatement, or other contest results in a
determination that Transmission Provider is not liable for any
portion of any tax, interest, and/or penalties for which any
Affected System Interconnection Customer(s) has already made payment
to Transmission Provider, Transmission Provider shall promptly
refund to such Affected System Interconnection Customer(s) any
payment attributable to the amount determined to be non-taxable,
plus any interest (calculated in accordance with 18 CFR
35.19a(a)(2)(iii)) or other payments Transmission Provider receives
or to which Transmission Provider may be entitled with respect to
such payment. Each Affected System Interconnection Customer shall
provide Transmission Provider with credit assurances sufficient to
meet each Affected System Interconnection Customer's estimated
liability for reimbursement of Transmission Provider for taxes,
interest, and/or penalties under this Article 3.3.1. Such estimated
liability shall be stated in Appendix A.
    To the extent that Transmission Provider is a limited liability
company and not a corporation, and has elected to be taxed as a
partnership, then the following shall apply: Transmission Provider
represents, and the Parties acknowledge, that Transmission Provider
is a limited liability company and is treated as a partnership for
federal income tax purposes. Any payment made by Affected System
Interconnection Customers to Transmission Provider for Affected
System Network Upgrade(s) is to be treated as an upfront payment. It
is anticipated by the Parties that any amounts paid by each Affected
System Interconnection Customer to Transmission Provider for
Affected System Network Upgrade(s) will be reimbursed to such
Affected System Interconnection Customer in accordance with the
terms of this Agreement, provided such Affected System
Interconnection Customer fulfills its obligations under this
Agreement.
    3.3.2 Private Letter Ruling. At the request and expense of any
Affected System Interconnection Customer(s), Transmission Provider
shall file with the Internal Revenue Service a request for a private
letter ruling as to whether any property transferred or sums paid,
or to be paid, by such Affected System Interconnection Customer(s)
to Transmission Provider under this Agreement are subject to federal
income taxation. Each Affected System Interconnection Customer
desiring such a request will prepare the initial draft of the
request for a private letter ruling and will certify under penalties
of perjury that all facts represented in such request are true and
accurate to the best of such Affected System Interconnection
Customer's knowledge. Transmission Provider and such Affected System
Interconnection Customer(s) shall cooperate in good faith with
respect to the submission of such request.
    3.3.3 Other Taxes. Upon the timely request by any one or more
Affected System Interconnection Customer(s), and at such Affected
System Interconnection Customer(s)' sole expense, Transmission
Provider shall appeal, protest, seek abatement of, or otherwise
contest any tax (other than federal or state income tax) asserted or
assessed against Transmission Provider for which such Affected
System Interconnection Customer(s) may be required to reimburse
Transmission Provider under the terms of this Agreement. Affected
System Interconnection Customer(s) who requested the action shall
pay to Transmission Provider on a periodic basis, as invoiced by
Transmission Provider, Transmission Provider's documented reasonable
costs of prosecuting such appeal, protest, abatement, or other
contest. The requesting Affected System Interconnection Customer(s)
and Transmission Provider shall cooperate in good faith with respect
to any such contest. Unless the payment of such taxes is a
prerequisite to an appeal or abatement or cannot be deferred, no
amount shall be payable by Affected System Interconnection
Customer(s) to Transmission Provider for such taxes until they are
assessed by a final, non-appealable order by any court or agency of
competent jurisdiction. In the event that a tax payment is withheld
and ultimately due and payable after appeal, Affected System
Interconnection Customer(s) will be responsible for all taxes,
interest, and penalties, other than penalties attributable to any
delay caused by Transmission Provider. Each Party shall cooperate
with the other Party to maintain each Party's tax status. Nothing in
this Agreement is intended to adversely affect any Party's tax-
exempt status with respect to the issuance of bonds including, but
not limited to, local furnishing bonds, as described in section
142(f) of the Internal Revenue Code.

Article 4

Security, Billing, and Payments

    4.1 Provision of Security. By the earlier of (1) thirty (30)
Calendar Days prior to the due date for each Affected System
Interconnection Customer's first payment under the payment schedule
specified in Appendix A, or (2) the first date specified in Appendix
A for the ordering of equipment by Transmission Provider for
installing the Affected System Network Upgrade(s), each Affected
System Interconnection Customer shall provide Transmission Provider,
at each Affected System Interconnection Customer's option, a
guarantee, a surety bond, letter of credit, or other form of
security that is reasonably acceptable to Transmission Provider.
Such security for payment shall be in an amount sufficient to cover
the costs for constructing, procuring, and installing the applicable
portion of Affected System Network Upgrade(s) and shall be reduced
on a dollar-for-dollar basis for payments made to Transmission
Provider for these purposes.

    The guarantee must be made by an entity that meets the
creditworthiness requirements of Transmission Provider and contain
terms and conditions that guarantee payment of any amount that may
be due from such Affected System Interconnection Customer, up to an
agreed-to maximum amount. The letter of credit must be issued by a
financial institution reasonably acceptable to Transmission Provider
and must specify a reasonable expiration date. The surety bond must
be issued by an insurer reasonably acceptable to Transmission
Provider and must specify a reasonable expiration date.
    4.2 Invoice. Each Party shall submit to the other Parties, on a
monthly basis, invoices of amounts due, if any, for the preceding
month. Each invoice shall state the month to which the invoice
applies and fully describe the services and equipment provided. The
Parties may discharge mutual debts and payment obligations due and
owing to each other on the same date through netting, in which case
all amounts a Party owes to another Party under this Agreement,
including interest payments, shall be netted so that only the net
amount remaining due shall be paid by the owing Party.
    4.3 Payment. Invoices shall be rendered to the paying Party at
the address specified by the Parties. The Party receiving the
invoice shall pay the invoice within thirty (30) Calendar Days of
receipt. All payments shall be made in immediately available funds
payable to the other Party, or by wire transfer to a bank named and
account designated by the invoicing Party. Payment of invoices by a
Party will not constitute a waiver of any rights or claims that
Party may have under this Agreement.
    4.4 Final Invoice. Within six (6) months after completion of the
construction of the Affected System Network Upgrade(s) Transmission
Provider shall provide an invoice of the final cost of the
construction of the Affected System Network Upgrade(s) and shall set
forth such costs in sufficient detail to enable each Affected System
Interconnection Customer to compare the actual costs with the
estimates and to ascertain deviations, if any, from the cost
estimates. Transmission Provider shall refund, with interest
(calculated in accordance with 18 CFR 35.19a(a)(2)(iii)), to each
Affected System Interconnection Customer any amount by which the
actual payment by Affected System Interconnection Customer for
estimated costs exceeds the actual costs of construction within
thirty (30) Calendar Days of the issuance of such final construction
invoice.
    4.5 Interest. Interest on any unpaid amounts shall be calculated
in accordance with 18 CFR 35.19a(a)(2)(iii).
    4.6 Payment During Dispute. In the event of a billing dispute
among the Parties, Transmission Provider shall continue to construct
the Affected System Network Upgrade(s) under this Agreement as long
as each Affected System Interconnection Customer: (1) continues to
make all payments not in dispute; and (2) pays to Transmission
Provider or into an independent escrow account the portion of the
invoice in dispute, pending resolution of such dispute. If any
Affected System Interconnection Customer fails to meet these two
requirements, then Transmission Provider may provide notice to such
Affected System Interconnection Customer of a Default pursuant to
Article 5. Within thirty (30) Calendar Days after the resolution of
the dispute, the Party that owes money to another Party shall pay
the amount due with interest calculated in accordance with the
methodology set forth in 18 CFR 35.19a(a)(2)(iii).

Article 5

Breach, Cure, and Default

    5.1 Events of Breach. A Breach of this Agreement shall include
the:
    (a) Failure to pay any amount when due;
    (b) Failure to comply with any material term or condition of
this Agreement, including but not limited to any material Breach of
a representation, warranty, or covenant made in this Agreement;
    (c) Failure of a Party to provide such access rights, or a
Party's attempt to revoke access or terminate such access rights, as
provided under this Agreement; or
    (d) Failure of a Party to provide information or data to another
Party as required under this Agreement, provided the Party entitled
to the information or data under this Agreement requires such
information or data to satisfy its obligations under this Agreement.
    5.2 Definition. Breaching Party shall mean the Party that is in
Breach.
    5.3 Notice of Breach, Cure, and Default. Upon the occurrence of
an event of Breach, any Party aggrieved by the Breach, when it
becomes aware of the Breach, shall give written notice of the Breach
to the Breaching Party and to any other person representing a Party
to this Agreement identified in writing to the other Party in
advance. Such notice shall set forth, in reasonable detail, the
nature of the Breach, and where known and applicable, the steps
necessary to cure such Breach.
    5.2.1 Upon receiving written notice of the Breach hereunder, the
Breaching Party shall have a period to cure such Breach (hereinafter
referred to as the ``Cure Period'') which shall be sixty (60)
Calendar Days. If an Affected System Interconnection Customer is the
Breaching Party and the Breach results from a failure to provide
payments or security under Article 4.1 of this Agreement, the other
Affected System Interconnection Customers, either individually or in
concert, may cure the Breach by paying the amounts owed or by
providing adequate security, without waiver of contribution rights
against the breaching Affected System Interconnection Customer. Such
cure for the Breach of an Affected System Interconnection Customer
is subject to the reasonable consent of Transmission Provider.
Transmission Provider may also cure such Breach by funding the
proportionate share of the Affected System Network Upgrade costs
related to the Breach of Affected System Interconnection Customer.
Transmission Provider must notify all Parties that it will exercise
this option within thirty (30) Calendar Days of notification that an
Affected System Interconnection Customer has failed to provide
payments or security under Article 4.1.
    5.2.2 In the event the Breach is not cured within the Cure
Period, the Breaching Party will be in Default of this Agreement,
and the non-Defaulting Parties may (1) act in concert to amend the
Agreement to remove an Affected System Interconnection Customer that
is in Default from this Agreement for cause and to make other
changes as necessary, or (2) either in concert or individually take
whatever action at law or in equity as may appear necessary or
desirable to enforce the performance or observance of any rights,
remedies, obligations, agreement, or covenants under this Agreement.
    5.3 Rights in the Event of Default. Notwithstanding the
foregoing, upon the occurrence of Default, the non-Defaulting
Parties shall be entitled to exercise all rights and remedies it may
have in equity or at law.

Article 6

Termination of Agreement

    6.1 Expiration of Term. Except as otherwise specified in this
Article 6, the Parties' obligations under this Agreement shall
terminate at the conclusion of the term of this Agreement.
    6.2 Termination and Removal. Subject to the limitations set
forth in Article 6.3, in the event of a Default, termination of this
Agreement, as to a given Affected System Interconnection Customer or
in its entirety, shall require a filing at FERC of a notice of
termination, which filing must be accepted for filing by FERC.
    6.3 Disposition of Facilities Upon Termination of Agreement.
    6.3.1 Transmission Provider Obligations. Upon termination of
this Agreement, unless otherwise agreed to by the Parties in
writing, Transmission Provider:
    (a) shall, prior to the construction and installation of any
portion of the Affected System Network Upgrade(s) and to the extent
possible, cancel any pending orders of, or return, such equipment or
material for such Affected System Network Upgrade(s);
    (b) may keep in place any portion of the Affected System Network
Upgrade(s) already constructed and installed; and,
    (c) shall perform such work as may be necessary to ensure the
safety of persons and property and to preserve the integrity of
Transmission Provider's Transmission System (e.g., construction
demobilization to return the system to its original state, wind-up
work).
    6.3.2 Affected System Interconnection Customer Obligations. Upon
billing by Transmission Provider, each Affected System
Interconnection Customer shall reimburse Transmission Provider for
its share of any costs incurred by Transmission Provider in
performance of the actions required or permitted by Article 6.3.1
and for its share of the cost of any Affected System Network
Upgrade(s) described in Appendix A. Transmission Provider shall use
Reasonable Efforts to minimize costs and shall offset the amounts
owed by any salvage value of facilities, if applicable. Each
Affected System Interconnection Customer shall pay these costs
pursuant to Article 4.3 of this Agreement.
    6.3.3 Pre-construction or Installation. Upon termination of this
Agreement and

prior to the construction and installation of any portion of the
Affected System Network Upgrade(s), Transmission Provider may, at
its option, retain any portion of such Affected System Network
Upgrade(s) not cancelled or returned in accordance with Article
6.3.1(a), in which case Transmission Provider shall be responsible
for all costs associated with procuring such Affected System Network
Upgrade(s). To the extent that an Affected System Interconnection
Customer has already paid Transmission Provider for any or all of
such costs, Transmission Provider shall refund Affected System
Interconnection Customer for those payments. If Transmission
Provider elects to not retain any portion of such facilities, and
one or more of Affected System Interconnection Customers wish to
purchase such facilities, Transmission Provider shall convey and
make available to the applicable Affected System Interconnection
Customer(s) such facilities as soon as practicable after Affected
System Interconnection Customer(s)' payment for such facilities.
    6.4 Survival of Rights. Termination or expiration of this
Agreement shall not relieve any Party of any of its liabilities and
obligations arising hereunder prior to the date termination becomes
effective, and each Party may take whatever judicial or
administrative actions as appear necessary or desirable to enforce
its rights hereunder. The applicable provisions of this Agreement
will continue in effect after expiration, or early termination
hereof, to the extent necessary to provide for (1) final billings,
billing adjustments, and other billing procedures set forth in this
Agreement; (2) the determination and enforcement of liability and
indemnification obligations arising from acts or events that
occurred while this Agreement was in effect; and (3) the
confidentiality provisions set forth in Article 8.

Article 7

Subcontractors

    7.1 Subcontractors. Nothing in this Agreement shall prevent a
Party from utilizing the services of subcontractors, as it deems
appropriate, to perform its obligations under this Agreement;
provided, however, that each Party shall require its subcontractors
to comply with all applicable terms and conditions of this Agreement
in providing such services, and each Party shall remain primarily
liable to the other Parties for the performance of such
subcontractor.
    7.1.1 Responsibility of Principal. The creation of any
subcontract relationship shall not relieve the hiring Party of any
of its obligations under this Agreement. In accordance with the
provisions of this Agreement, each Party shall be fully responsible
to the other Parties for the acts or omissions of any subcontractor
it hires as if no subcontract had been made. Any applicable
obligation imposed by this Agreement upon a Party shall be equally
binding upon, and shall be construed as having application to, any
subcontractor of such Party.
    7.1.2 No Third-Party Beneficiary. Except as may be specifically
set forth to the contrary herein, no subcontractor or any other
party is intended to be, nor will it be deemed to be, a third-party
beneficiary of this Agreement.
    7.1.3 No Limitation by Insurance. The obligations under this
Article 7 will not be limited in any way by any limitation of any
insurance policies or coverages, including any subcontractor's
insurance.

Article 8

Confidentiality

    8.1 Confidentiality. Confidential Information shall include,
without limitation, all information relating to a Party's
technology, research and development, business affairs, and pricing,
and any information supplied to the other Parties prior to the
execution of this Agreement.
    Information is Confidential Information only if it is clearly
designated or marked in writing as confidential on the face of the
document, or, if the information is conveyed orally or by
inspection, if the Party providing the information orally informs
the Party receiving the information that the information is
confidential. The Parties shall maintain as confidential any
information that is provided and identified by a Party as Critical
Energy Infrastructure Information (CEII), as that term is defined in
18 CFR 388.113(c).
    Such confidentiality will be maintained in accordance with this
Article 8. If requested by the receiving Party, the disclosing Party
shall provide in writing, the basis for asserting that the
information referred to in this Article warrants confidential
treatment, and the requesting Party may disclose such writing to the
appropriate Governmental Authority. Each Party shall be responsible
for the costs associated with affording confidential treatment to
its information.
    8.1.1 Term. During the term of this Agreement, and for a period
of three (3) years after the expiration or termination of this
Agreement, except as otherwise provided in this Article 8 or with
regard to CEII, each Party shall hold in confidence and shall not
disclose to any person Confidential Information. CEII shall be
treated in accordance with FERC policies and regulations.
    8.1.2 Scope. Confidential Information shall not include
information that the receiving Party can demonstrate: (1) is
generally available to the public other than as a result of a
disclosure by the receiving Party; (2) was in the lawful possession
of the receiving Party on a non-confidential basis before receiving
it from the disclosing Party; (3) was supplied to the receiving
Party without restriction by a non-Party, who, to the knowledge of
the receiving Party after due inquiry, was under no obligation to
the disclosing Party to keep such information confidential; (4) was
independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or
becomes, publicly known, through no wrongful act or omission of the
receiving Party or Breach of this Agreement; or (6) is required, in
accordance with Article 8.1.6 of this Agreement, to be disclosed by
any Governmental Authority or is otherwise required to be disclosed
by law or subpoena, or is necessary in any legal proceeding
establishing rights and obligations under this Agreement.
Information designated as Confidential Information will no longer be
deemed confidential if the Party that designated the information as
confidential notifies the receiving Party that it no longer is
confidential.
    8.1.3 Release of Confidential Information. No Party shall
release or disclose Confidential Information to any other person,
except to its Affiliates (limited by the Standards of Conduct
requirements), subcontractors, employees, agents, consultants, or to
non-Parties that may be or are considering providing financing to or
equity participation with Affected System Interconnection
Customer(s), or to potential purchasers or assignees of Affected
System Interconnection Customer(s), on a need-to-know basis in
connection with this Agreement, unless such person has first been
advised of the confidentiality provisions of this Article 8 and has
agreed to comply with such provisions. Notwithstanding the
foregoing, a Party providing Confidential Information to any person
shall remain primarily responsible for any release of Confidential
Information in contravention of this Article 8.
    8.1.4 Rights. Each Party shall retain all rights, title, and
interest in the Confidential Information that it discloses to the
receiving Party. The disclosure by a Party to the receiving Party of
Confidential Information shall not be deemed a waiver by the
disclosing Party or any other person or entity of the right to
protect the Confidential Information from public disclosure.
    8.1.5 Standard of Care. Each Party shall use at least the same
standard of care to protect Confidential Information it receives as
it uses to protect its own Confidential Information from
unauthorized disclosure, publication, or dissemination. Each Party
may use Confidential Information solely to fulfill its obligations
to the other Party under this Agreement or its regulatory
requirements.
    8.1.6 Order of Disclosure. If a court or a Government Authority
or entity with the right, power, and apparent authority to do so
requests or requires any Party, by subpoena, oral deposition,
interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential
Information, that Party shall provide the disclosing Party with
prompt notice of such request(s) or requirement(s) so that the
disclosing Party may seek an appropriate protective order or waive
compliance with the terms of this Agreement. Notwithstanding the
absence of a protective order or waiver, the Party may disclose such
Confidential Information which, in the opinion of its counsel, the
Party is legally compelled to disclose. Each Party will use
Reasonable Efforts to obtain reliable assurance that confidential
treatment will be accorded any Confidential Information so
furnished.
    8.1.7 Termination of Agreement. Upon termination of this
Agreement for any reason, each Party shall, within ten (10) Business
Days of receipt of a written request from the other Party, use
Reasonable Efforts to destroy, erase, or delete (with such

destruction, erasure, and deletion certified in writing to the
requesting Party) or return to the requesting Party any and all
written or electronic Confidential Information received from the
requesting Party, except that each Party may keep one copy for
archival purposes, provided that the obligation to treat it as
Confidential Information in accordance with this Article 8 shall
survive such termination.
    8.1.8 Remedies. The Parties agree that monetary damages would be
inadequate to compensate a Party for another Party's Breach of its
obligations under this Article 8. Each Party accordingly agrees that
the disclosing Party shall be entitled to equitable relief, by way
of injunction or otherwise, if the receiving Party Breaches or
threatens to Breach its obligations under this Article 8, which
equitable relief shall be granted without bond or proof of damages,
and the Breaching Party shall not plead in defense that there would
be an adequate remedy at law. Such remedy shall not be deemed an
exclusive remedy for the Breach of this Article 8, but it shall be
in addition to all other remedies available at law or in equity. The
Parties further acknowledge and agree that the covenants contained
herein are necessary for the protection of legitimate business
interests and are reasonable in scope. No Party, however, shall be
liable for indirect, incidental, or consequential or punitive
damages of any nature or kind resulting from or arising in
connection with this Article 8.
    8.1.9 Disclosure to FERC, its Staff, or a State Regulatory Body.
Notwithstanding anything in this Article 8 to the contrary, and
pursuant to 18 CFR 1b.20, if FERC or its staff, during the course of
an investigation or otherwise, requests information from a Party
that is otherwise required to be maintained in confidence pursuant
to this Agreement, the Party shall provide the requested information
to FERC or its staff, within the time provided for in the request
for information. In providing the information to FERC or its staff,
the Party must, consistent with 18 CFR 388.112, request that the
information be treated as confidential and non-public by FERC and
its staff and that the information be withheld from public
disclosure. Parties are prohibited from notifying the other Parties
to this Agreement prior to the release of the Confidential
Information to FERC or its staff. The Party shall notify the other
Parties to the Agreement when it is notified by FERC or its staff
that a request to release Confidential Information has been received
by FERC, at which time either of the Parties may respond before such
information would be made public, pursuant to 18 CFR 388.112.
Requests from a state regulatory body conducting a confidential
investigation shall be treated in a similar manner if consistent
with the applicable state rules and regulations.
    8.1.10 Subject to the exception in Article 8.1.9, any
information that a disclosing Party claims is competitively
sensitive, commercial, or financial information under this Agreement
shall not be disclosed by the receiving Party to any person not
employed or retained by the receiving Party, except to the extent
disclosure is (1) required by law; (2) reasonably deemed by the
disclosing Party to be required to be disclosed in connection with a
dispute between or among the Parties, or the defense of litigation
or dispute; (3) otherwise permitted by consent of the disclosing
Party, such consent not to be unreasonably withheld; or (4)
necessary to fulfill its obligations under this Agreement or as
Transmission Provider or a balancing authority, including disclosing
the Confidential Information to a regional or national reliability
organization. The Party asserting confidentiality shall notify the
receiving Party in writing of the information that Party claims is
confidential. Prior to any disclosures of that Party's Confidential
Information under this subparagraph, or if any non-Party or
Governmental Authority makes any request or demand for any of the
information described in this subparagraph, the Party that received
the Confidential Information from the disclosing Party agrees to
promptly notify the disclosing Party in writing and agrees to assert
confidentiality and cooperate with the disclosing Party in seeking
to protect the Confidential Information from public disclosure by
confidentiality agreement, protective order, or other reasonable
measures.

Article 9

Information Access and Audit Rights

    9.1 Information Access. Each Party shall make available to the
other Parties information necessary to verify the costs incurred by
the other Parties for which the requesting Party is responsible
under this Agreement and carry out obligations and responsibilities
under this Agreement, provided that the Parties shall not use such
information for purposes other than those set forth in this Article
9.1 and to enforce their rights under this Agreement.
    9.2 Audit Rights. Subject to the requirements of confidentiality
under Article 8 of this Agreement, the accounts and records related
to the design, engineering, procurement, and construction of the
Affected System Network Upgrade(s) shall be subject to audit during
the period of this Agreement and for a period of twenty-four (24)
months following Transmission Provider's issuance of a final invoice
in accordance with Article 4.4. Affected System Interconnection
Customers may, jointly or individually, at the expense of the
requesting Party(ies), during normal business hours, and upon prior
reasonable notice to Transmission Provider, audit such accounts and
records. Any audit authorized by this Article 9.2 shall be performed
at the offices where such accounts and records are maintained and
shall be limited to those portions of such accounts and records that
relate to obligations under this Agreement.

Article 10

Notices

    10.1 General. Any notice, demand, or request required or
permitted to be given by a Party to the other Parties, and any
instrument required or permitted to be tendered or delivered by a
Party in writing to another Party, may be so given, tendered, or
delivered, as the case may be, by depositing the same with the
United States Postal Service with postage prepaid, for transmission
by certified or registered mail, addressed to the Parties, or
personally delivered to the Parties, at the address set out below:

To Transmission Provider:
To Affected System Interconnection Customers:

    10.2 Billings and Payments. Billings and payments shall be sent
to the addresses shown in Article 10.1 unless otherwise agreed to by
the Parties.
    10.3 Alternative Forms of Notice. Any notice or request required
or permitted to be given by a Party to the other Parties and not
required by this Agreement to be given in writing may be so given by
telephone, facsimile, or email to the telephone numbers and email
addresses set out below:

To Transmission Provider:
To Affected System Interconnection Customers:

    10.4 Execution and Filing. Affected System Interconnection
Customers shall either: (i) execute two originals of this tendered
Agreement and return them to Transmission Provider; or (ii) request
in writing that Transmission Provider file with FERC this Agreement
in unexecuted form. As soon as practicable, but not later than ten
(10) Business Days after receiving either the two executed originals
of this tendered Agreement (if it does not conform with a FERC-
approved standard form of this Agreement) or the request to file
this Agreement unexecuted, Transmission Provider shall file this
Agreement with FERC, together with its explanation of any matters as
to which Affected System Interconnection Customers and Transmission
Provider disagree and support for the costs that Transmission
Provider proposes to charge to Affected System Interconnection
Customers under this Agreement. An unexecuted version of this
Agreement should contain terms and conditions deemed appropriate by
Transmission Provider for the Affected System Interconnection
Customers' generating facilities. If the Parties agree to proceed
with design, procurement, and construction of facilities and
upgrades under the agreed-upon terms of the unexecuted version of
this Agreement, they may proceed pending FERC action.

Article 11--Miscellaneous

    11.1 This Agreement shall include standard miscellaneous terms
including, but not limited to, indemnities, representations,
disclaimers, warranties, governing law, amendment, execution,
waiver, enforceability, and assignment, which reflect best practices
in the electric industry, that are consistent with regional
practices, Applicable Laws and Regulations, and the organizational
nature of each Party. All of these provisions, to the extent
practicable, shall be consistent with the provisions of this LGIP.

[Signature Page to Follow]

    In witness whereof, the Parties have executed this Agreement in
multiple originals, each of which shall constitute and be an
original Agreement among the Parties.

Transmission Provider
{Transmission Provider{time}
By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

Affected System Interconnection Customer
{Affected System Interconnection Customer{time}
By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

Project No. __

Affected System Interconnection Customer
{Affected System Interconnection Customer{time}
By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

Project No. __

Attachment A to Appendix 12--Multiparty Affected System Facilities
Construction Agreement

Affected System Network Upgrade(s), Cost Estimates and
Responsibility, Construction Schedule, and Monthly Payment Schedule

    This Appendix A is a part of the Multiparty Affected System
Facilities Construction Agreement between Affected System
Interconnection Customers and Transmission Provider.

    1.1 Affected System Network Upgrade(s) to be installed by
Transmission Provider.

{description{time}

    1.2 First Equipment Order (including permitting).

{description{time}

    1.2.1 Permitting and Land Rights--Transmission Provider Affected
System Network Upgrade(s).

{description{time}

    1.3 Construction Schedule. Where applicable, construction of the
Affected System Network Upgrade(s) is scheduled as follows and will
be periodically updated as necessary:

                             Table 3--Transmission Provider Construction Activities
----------------------------------------------------------------------------------------------------------------
           Milestone No.                    Description                Start date                End date
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

    Note: Construction schedule assumes that Transmission Provider
has obtained final authorizations and security from Affected System
Interconnection Customers and all necessary permits from
Governmental Authorities as necessary prerequisites to commence
construction of any of the Affected System Network Upgrade(s).

    1.4 Payment Schedule.
    1.4.1 Timing of and Adjustments to Affected System
Interconnection Customers' Payments and Security.

{description{time}

    1.4.2 Monthly Payment Schedule. Affected System Interconnection
Customers' payment schedule is as follows.

{description{time}

  Table 4--Affected System Interconnection Customers' Payment/Security
           Obligations for Affected System Network Upgrade(s)
------------------------------------------------------------------------
         Milestone No.                  Description              Date
------------------------------------------------------------------------

------------------------------------------------------------------------

    * Affected System Interconnection Customers' proportionate
responsibility for each payment is as follows:

Affected System Interconnection Customer 1 __._%
Affected System Interconnection Customer 2 __._%
Affected System Interconnection Customer N __._%

    Note: Affected System Interconnection Customers' payment or
provision of security as provided in this Agreement operates as a
condition precedent to Transmission Provider's obligations to
construct any Affected System Network Upgrade(s), and failure to
meet this schedule will constitute a Breach pursuant to Article 5.1
of this Agreement.

    1.5 Permits, Licenses, and Authorizations.

{description{time}

Attachment B to Appendix 12--Multiparty Affected System Facilities
Construction Agreement

Notification of Completed Construction

    This Appendix B is a part of the Multiparty Affected System
Facilities Construction Agreement among Affected System
Interconnection Customers and Transmission Provider. Where
applicable, when Transmission Provider has completed construction of
the Affected System Network Upgrade(s), Transmission Provider shall
send notice to Affected System Interconnection Customers in
substantially the form following:

{Date{time}
{Affected System Interconnection Customers Addresses{time}
Re: Completion of Affected System Network Upgrade(s)
Dear {Name or Title{time} :
    This letter is sent pursuant to the Multiparty Affected System
Facilities Construction Agreement among {Transmission
Provider{time}  and {Affected System Interconnection
Customers{time} , dated ___, 20_.
    On {Date{time} , Transmission Provider completed to its
satisfaction all work on the Affected System Network Upgrade(s)
required to facilitate the safe and reliable interconnection and
operation of Affected System Interconnection Customer's generating
facilities. Transmission Provider confirms that the Affected System
Network Upgrade(s) are in place.
    Thank you.

{Signature{time}
{Transmission Provider Representative{time}

Attachment C to Appendix 12--Multiparty Affected System Facilities
Construction Agreement

Exhibits

    This Appendix C is a part of the Multiparty Affected System
Facilities Construction Agreement among Affected System
Interconnection Customers and Transmission Provider.

Exhibit A1--Transmission Provider Site Map

Exhibit A2--Site Plan

Exhibit A3--Affected System Network Upgrade(s) Plan & Profile

Exhibit A4--Estimated Cost of Affected System Network Upgrade(s)

------------------------------------------------------------------------
                                     Facilities to be
            Location                  constructed by        Estimate in
                                  transmission  provider      dollars
------------------------------------------------------------------------

                                 Total:
------------------------------------------------------------------------

Appendix D: Pro forma LGIA

    Note:  Deletions are in brackets and additions are in italics.

Standard Large Generator Interconnection Agreement

    THIS STANDARD LARGE GENERATOR INTERCONNECTION AGREEMENT
(``Agreement'') is made and entered into this _ day of ___ 20_, by
and between _____, a _____ organized and existing under the laws of
the State/Commonwealth of ____ (``Interconnection Customer'' with a
Large Generating Facility), and _____, a _____ organized and
existing under the laws of the State/Commonwealth of ____
(``Transmission Provider and/or Transmission Owner'').
Interconnection Customer and Transmission Provider each may be
referred to as a ``Party'' or collectively as the ``Parties.''

Recitals

    Whereas, Transmission Provider operates the Transmission System;
and
    Whereas, Interconnection Customer intends to own, lease and/or
control and operate the Generating Facility identified as a Large
Generating Facility in Appendix C to this Agreement; and,
    Whereas, Interconnection Customer and Transmission Provider have
agreed to enter into this Agreement for the purpose of
interconnecting the Large Generating Facility with the Transmission
System;
    Now, therefore, in consideration of and subject to the mutual
covenants contained herein, it is agreed:
    When used in this Standard Large Generator Interconnection
Agreement, terms with initial capitalization that are not defined in
Article 1 shall have the meanings specified in the Article in which
they are used or the Open Access Transmission Tariff (Tariff).

Article 1. Definitions

    Adverse System Impact shall mean the negative effects due to
technical or operational limits on conductors or equipment being
exceeded that may compromise the safety and reliability of the
electric system.
    Affected System shall mean an electric system other than [the]
Transmission Provider's Transmission System that may be affected by
the proposed interconnection.
    Affected System Operator shall mean the entity that operates an
Affected System.
    Affiliate shall mean, with respect to a corporation, partnership
or other entity, each such other corporation, partnership or other
entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common
control with, such corporation, partnership or other entity.
    Ancillary Services shall mean those services that are necessary
to support the transmission of capacity and energy from resources to
loads while maintaining reliable operation of the Transmission
Provider's Transmission System in accordance with Good Utility
Practice.
    Applicable Laws and Regulations shall mean all duly promulgated
applicable federal, state and local laws, regulations, rules,
ordinances, codes, decrees, judgments, directives, or judicial or
administrative orders, permits and other duly authorized actions of
any Governmental Authority.
    [Applicable Reliability Council shall mean the reliability
council applicable to the Transmission System to which the
Generating Facility is directly interconnected.]
    Applicable Reliability Standards shall mean the requirements and
guidelines of [NERC,]the [Applicable Reliability Council]Electric
Reliability Organization and the [Control Area]Balancing Authority
Area of the Transmission System to which the Generating Facility is
directly interconnected.
    Balancing Authority shall mean an entity that integrates
resource plans ahead of time, maintains demand and resource balance
within a Balancing Authority Area, and supports interconnection
frequency in real time.
    Balancing Authority Area shall mean the collection of
generation, transmission, and loads within the metered boundaries of
the Balancing Authority. The Balancing Authority maintains load-
resource balance within this area.
    Base Case shall mean the base case power flow, short circuit,
and stability data bases used for the Interconnection Studies by
[the] Transmission Provider or Interconnection Customer.
    Breach shall mean the failure of a Party to perform or observe
any material term or condition of the Standard Large Generator
Interconnection Agreement.
    Breaching Party shall mean a Party that is in Breach of the
Standard Large Generator Interconnection Agreement.
    Business Day shall mean Monday through Friday, excluding Federal
Holidays.
    Calendar Day shall mean any day including Saturday, Sunday or a
Federal Holiday.
    Cluster shall mean a group of one or more Interconnection
Requests that are studied together for the purpose of conducting a
Cluster Study.
    Cluster Restudy shall mean a restudy of a Cluster Study
conducted pursuant to Section 7.5 of the LGIP.
    Cluster Study shall mean the evaluation of one or
more Interconnection Requests within a Cluster as described in
Section 7 of the LGIP.
    Clustering shall mean the process whereby one or more [a group
of]Interconnection Requests [is] are studied together, instead of
serially, [for the purpose of conducting the Interconnection System
Impact Study]as described in Section 7 of the LGIP.
    Commercial Operation shall mean the status of a Generating
Facility that has commenced generating electricity for sale,
excluding electricity generated during Trial Operation.
    Commercial Operation Date of a unit shall mean the date on which
the Generating Facility commences Commercial Operation as agreed to
by the Parties pursuant to Appendix E to the Standard Large
Generator Interconnection Agreement.
    Confidential Information shall mean any confidential,
proprietary or trade secret information of a plan, specification,
pattern, procedure, design, device, list, concept, policy or
compilation relating to the present or planned business of a Party,
which is designated as confidential by the Party supplying the
information, whether conveyed orally, electronically, in writing,
through inspection, or otherwise.
    Contingent Facilities shall mean those unbuilt Interconnection
Facilities and Network Upgrades upon which the Interconnection
Request's costs, timing, and study findings are dependent, and if
delayed or not built, could cause a need for restudies of the
Interconnection Request or a reassessment of the Interconnection
Facilities and/or Network Upgrades and/or costs and timing.
    [Control Area shall mean an electrical system or systems bounded
by interconnection metering and telemetry, capable of controlling
generation to maintain its interchange schedule with other Control
Areas and contributing to frequency regulation of the
interconnection. A Control Area must be certified by an Applicable
Reliability Council.]
    Default shall mean the failure of a Breaching Party to cure its
Breach in accordance with Article 17 of the Standard Large Generator
Interconnection Agreement.
    Dispute Resolution shall mean the procedure for resolution of a
dispute between the Parties in which they will first attempt to
resolve the dispute on an informal basis.
    Distribution System shall mean the Transmission Provider's
facilities and equipment used to transmit electricity to ultimate
usage points such as homes and industries directly from nearby
generators or from interchanges with higher voltage transmission
networks which transport bulk power over longer distances. The
voltage levels at which distribution systems operate differ among
areas.
    Distribution Upgrades shall mean the additions, modifications,
and upgrades to the Transmission Provider's Distribution System at
or beyond the Point of Interconnection to facilitate interconnection
of the Generating Facility and render the transmission service
necessary to effect Interconnection Customer's wholesale sale of
electricity in interstate commerce. Distribution Upgrades do not
include Interconnection Facilities.
    Effective Date shall mean the date on which the Standard Large
Generator Interconnection Agreement becomes effective upon execution
by the Parties subject to acceptance by FERC, or if filed
unexecuted, upon the date specified by FERC.
    Electric Reliability Organization shall mean the North American
Electric Reliability Corporation or its successor organization.
    Emergency Condition shall mean a condition or situation: (1)
that in the judgment of the Party making the claim is imminently
likely to endanger life or property; or (2) that, in the case of a
Transmission Provider, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the
security of, or damage to Transmission Provider's Transmission
System, Transmission Provider's Interconnection Facilities or the
electric systems of others to

which the Transmission Provider's Transmission System is directly
connected; or (3) that, in the case of Interconnection Customer, is
imminently likely (as determined in a non-discriminatory manner) to
cause a material adverse effect on the security of, or damage to,
the Generating Facility or Interconnection Customer's
Interconnection Facilities. System restoration and black start shall
be considered Emergency Conditions; provided, that Interconnection
Customer is not obligated by the Standard Large Generator
Interconnection Agreement to possess black start capability.
    Energy Resource Interconnection Service shall mean an
Interconnection Service that allows the Interconnection Customer to
connect its Generating Facility to the Transmission Provider's
Transmission System to be eligible to deliver the Generating
Facility's electric output using the existing firm or nonfirm
capacity of the Transmission Provider's Transmission System on an as
available basis. Energy Resource Interconnection Service in and of
itself does not convey transmission service.
    Engineering & Procurement (E&P) Agreement shall mean an
agreement that authorizes the Transmission Provider to begin
engineering and procurement of long lead-time items necessary for
the establishment of the interconnection in order to advance the
implementation of the Interconnection Request.
    Environmental Law shall mean Applicable Laws or Regulations
relating to pollution or protection of the environment or natural
resources.
    Federal Power Act shall mean the Federal Power Act, as amended,
16 U.S.C. 791a et seq.
    FERC shall mean the Federal Energy Regulatory Commission
(Commission) or its successor.
    Force Majeure shall mean any act of God, labor disturbance, act
of the public enemy, war, insurrection, riot, fire, storm or flood,
explosion, breakage or accident to machinery or equipment, any
order, regulation or restriction imposed by governmental, military
or lawfully established civilian authorities, or any other cause
beyond a Party's control. A Force Majeure event does not include
acts of negligence or intentional wrongdoing by the Party claiming
Force Majeure.
    Generating Facility shall mean Interconnection Customer's
[device] device(s) for the production and/or storage for later
injection of electricity identified in the Interconnection Request,
but shall not include [the]Interconnection Customer's
Interconnection Facilities.
    Generating Facility Capacity shall mean the net capacity of the
Generating Facility [and] or the aggregate net capacity of the
Generating Facility where it includes [multiple energy production
devices] more than one device for the production and/or storage for
later injection of electricity.
    Good Utility Practice shall mean any of the practices, methods
and acts engaged in or approved by a significant portion of the
electric industry during the relevant time period, or any of the
practices, methods and acts which, in the exercise of reasonable
judgment in light of the facts known at the time the decision was
made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Utility Practice is not
intended to be limited to the optimum practice, method, or act to
the exclusion of all others, but rather to be acceptable practices,
methods, or acts generally accepted in the region.
    Governmental Authority shall mean any federal, state, local or
other governmental regulatory or administrative agency, court,
commission, department, board, or other governmental subdivision,
legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over the Parties, their respective
facilities, or the respective services they provide, and exercising
or entitled to exercise any administrative, executive, police, or
taxing authority or power; provided, however, that such term does
not include Interconnection Customer, Transmission Provider, or any
Affiliate thereof.
    Hazardous Substances shall mean any chemicals, materials or
substances defined as or included in the definition of ``hazardous
substances,'' ``hazardous wastes,'' ``hazardous materials,''
``hazardous constituents,'' ``restricted hazardous materials,''
``extremely hazardous substances,'' ``toxic substances,''
``radioactive substances,'' ``contaminants,'' ``pollutants,''
``toxic pollutants'' or words of similar meaning and regulatory
effect under any applicable Environmental Law, or any other
chemical, material or substance, exposure to which is prohibited,
limited or regulated by any applicable Environmental Law.
    Initial Synchronization Date shall mean the date upon which the
Generating Facility is initially synchronized and upon which Trial
Operation begins.
    In-Service Date shall mean the date upon which the
Interconnection Customer reasonably expects it will be ready to
begin use of the Transmission Provider's Interconnection Facilities
to obtain back feed power.
    Interconnection Customer shall mean any entity, including the
Transmission Provider, Transmission Owner or any of the Affiliates
or subsidiaries of either, that proposes to interconnect its
Generating Facility with the Transmission Provider's Transmission
System.
    Interconnection Customer's Interconnection Facilities shall mean
all facilities and equipment, as identified in Appendix A of the
Standard Large Generator Interconnection Agreement, that are located
between the Generating Facility and the Point of Change of
Ownership, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically
interconnect the Generating Facility to the Transmission Provider's
Transmission System. Interconnection Customer's Interconnection
Facilities are sole use facilities.
    Interconnection Facilities shall mean [the]Transmission
Provider's Interconnection Facilities and [the]Interconnection
Customer's Interconnection Facilities. Collectively, Interconnection
Facilities include all facilities and equipment between the
Generating Facility and the Point of Interconnection, including any
modification, additions or upgrades that are necessary to physically
and electrically interconnect the Generating Facility to
[the]Transmission Provider's Transmission System. Interconnection
Facilities are sole use facilities and shall not include
Distribution Upgrades, Stand Alone Network Upgrades or Network
Upgrades.
    Interconnection Facilities Study shall mean a study conducted by
[the]Transmission Provider or a third party consultant for
[the]Interconnection Customer to determine a list of facilities
(including Transmission Provider's Interconnection Facilities and
Network Upgrades as identified in the [Interconnection System
Impact]Cluster Study), the cost of those facilities, and the time
required to interconnect the Generating Facility with [the]
Transmission Provider's Transmission System. The scope of the study
is defined in Section 8 of the LGIP[the Standard Large Generator
Interconnection Procedures].
    Interconnection Facilities Study Agreement shall mean the form
of agreement contained in Appendix 3[4] of the Standard Large
Generator Interconnection Procedures for conducting the
Interconnection Facilities Study.
    [Interconnection Feasibility Study shall mean a preliminary
evaluation of the system impact and cost of interconnecting the
Generating Facility to the Transmission Provider's Transmission
System, the scope of which is described in Section 6 of the Standard
Large Generator Interconnection Procedures.]
    [Interconnection Feasibility Study Agreement shall mean the form
of agreement contained in Appendix 2 of the Standard Large Generator
Interconnection Procedures for conducting the Interconnection
Feasibility Study.]
    Interconnection Request shall mean an Interconnection Customer's
request, in the form of Appendix 1 to the LGIP [the Standard Large
Generator Interconnection Procedures], in accordance with the
Tariff, to interconnect a new Generating Facility, or to increase
the capacity of, or make a Material Modification to the operating
characteristics of, an existing Generating Facility that is
interconnected with the Transmission Provider's Transmission System.
    Interconnection Service shall mean the service provided by the
Transmission Provider associated with interconnecting the
Interconnection Customer's Generating Facility to the Transmission
Provider's Transmission System and enabling it to receive electric
energy and capacity from the Generating Facility at the Point of
Interconnection, pursuant to the terms of the Standard Large
Generator Interconnection Agreement and, if applicable, the
Transmission Provider's Tariff.
    Interconnection Study shall mean any of the following studies:
[the Interconnection Feasibility Study, the Interconnection System
Impact Study,] the Cluster Study, the Cluster Restudy, the Surplus
Interconnection Service System Impact Study, and the

Interconnection Facilities Study, described in the LGIP [the
Standard Large Generator Interconnection Procedures].
    [Interconnection System Impact Study shall mean an engineering
study that evaluates the impact of the proposed interconnection on
the safety and reliability of Transmission Provider's Transmission
System and, if applicable, an Affected System. The study shall
identify and detail the system impacts that would result if the
Generating Facility were interconnected without project
modifications or system modifications, focusing on the Adverse
System Impacts identified in the Interconnection Feasibility Study,
or to study potential impacts, including but not limited to those
identified in the Scoping Meeting as described in the Standard Large
Generator Interconnection Procedures.]
    Interconnection System Impact Study Agreement shall mean the
form of agreement contained in Appendix 3 of the Standard Large
Generator Interconnection Procedures for conducting the
Interconnection System Impact Study.]
    IRS shall mean the Internal Revenue Service.
    Joint Operating Committee shall be a group made up of
representatives from Interconnection Customers and the Transmission
Provider to coordinate operating and technical considerations of
Interconnection Service.
    Large Generating Facility shall mean a Generating Facility
having a Generating Facility Capacity of more than 20 MW.
    LGIA Deposit shall mean the deposit Interconnection Customer
submits when returning the executed LGIA, or within 10 Business Days
of requesting that the LGIA be filed unexecuted at the Commission,
in accordance with Section 11.3 of the LGIP.
     Loss shall mean any and all losses relating to injury to or
death of any person or damage to property, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all
other obligations by or to third parties, arising out of or
resulting from the other Party's performance, or non-performance of
its obligations under the Standard Large Generator Interconnection
Agreement on behalf of the Indemnifying Party, except in cases of
gross negligence or intentional wrongdoing by the Indemnifying
Party.
     Material Modification shall mean those modifications that have
a material impact on the cost or timing of any Interconnection
Request with an equal or later Queue Position[queue priority date].
    Metering Equipment shall mean all metering equipment installed
or to be installed at the Generating Facility pursuant to the
Standard Large Generator Interconnection Agreement at the metering
points, including but not limited to instrument transformers, MWh-
meters, data acquisition equipment, transducers, remote terminal
unit, communications equipment, phone lines, and fiber optics.
    [NERC shall mean the North American Electric Reliability Council
or its successor organization.]
    Network Resource shall mean any designated generating resource
owned, purchased, or leased by a Network Customer under the Network
Integration Transmission Service Tariff. Network Resources do not
include any resource, or any portion thereof, that is committed for
sale to third parties or otherwise cannot be called upon to meet the
Network Customer's Network Load on a non-interruptible basis.
    Network Resource Interconnection Service shall mean an
Interconnection Service that allows the Interconnection Customer to
integrate its Large Generating Facility with the Transmission
Provider's Transmission System (1) in a manner comparable to that in
which the Transmission Provider integrates its generating facilities
to serve native load customers; or (2) in an RTO or ISO with market
based congestion management, in the same manner as Network
Resources. Network Resource Interconnection Service in and of itself
does not convey transmission service.
    Network Upgrades shall mean the additions, modifications, and
upgrades to the Transmission Provider's Transmission System required
at or beyond the point at which the Interconnection Facilities
connect to the Transmission Provider's Transmission System to
accommodate the interconnection of the Large Generating Facility to
the Transmission Provider's Transmission System.
    Notice of Dispute shall mean a written notice of a dispute or
claim that arises out of or in connection with the Standard Large
Generator Interconnection Agreement or its performance.
    Optional Interconnection Study shall mean a sensitivity analysis
based on assumptions specified by the Interconnection Customer in
the Optional Interconnection Study Agreement.
    Optional Interconnection Study Agreement shall mean the form of
agreement contained in Appendix 4[5] of the LGIP [the Standard Large
Generator Interconnection Procedures] for conducting the Optional
Interconnection Study.
    Party or Parties shall mean Transmission Provider, Transmission
Owner, Interconnection Customer or any combination of the above.
    Point of Change of Ownership shall mean the point, as set forth
in Appendix A to the Standard Large Generator Interconnection
Agreement, where the Interconnection Customer's Interconnection
Facilities connect to the Transmission Provider's Interconnection
Facilities.
    Point of Interconnection shall mean the point, as set forth in
Appendix A to the Standard Large Generator Interconnection
Agreement, where the Interconnection Facilities connect to the
Transmission Provider's Transmission System.
    Proportional Impact Method shall mean a technical analysis
conducted by Transmission Provider to determine the degree to which
each Generating Facility in the Cluster Study contributes to the
need for a specific System Network Upgrade.
    Provisional Interconnection Service shall mean Interconnection
Service provided by Transmission Provider associated with
interconnecting the Interconnection Customer's Generating Facility
to Transmission Provider's Transmission System and enabling that
Transmission System to receive electric energy and capacity from the
Generating Facility at the Point of Interconnection, pursuant to the
terms of the Provisional Large Generator Interconnection Agreement
and, if applicable, the Tariff.
    Provisional Large Generator Interconnection Agreement shall mean
the interconnection agreement for Provisional Interconnection
Service established between Transmission Provider and/or the
Transmission Owner and the Interconnection Customer. This agreement
shall take the form of the Large Generator Interconnection
Agreement, modified for provisional purposes.
    Queue Position shall mean the order of a valid Interconnection
Request, relative to all other pending valid Interconnection
Requests, [that is] established pursuant to Section 4.1 of the LGIP.
[based upon the date and time of receipt of the valid
Interconnection Request by the Transmission Provider.]
    Reasonable Efforts shall mean, with respect to an action
required to be attempted or taken by a Party under the Standard
Large Generator Interconnection Agreement, efforts that are timely
and consistent with Good Utility Practice and are otherwise
substantially equivalent to those a Party would use to protect its
own interests.
    Scoping Meeting shall mean the meeting between representatives
of [the]Interconnection Customer(s) and Transmission Provider
conducted for the purpose of discussing the proposed Interconnection
Request and any alternative interconnection options,
[to]exchang[e]ing information including any transmission data and
earlier study evaluations that would be reasonably expected to
impact such interconnection options, refining information and models
provided by Interconnection Customer(s), discussing the Cluster
Study materials posted to OASIS pursuant to Section 3.5 of the LGIP,
and [to]analyz[e]ing such information[, and to determine the
potential feasible Points of Interconnection].
    Site Control shall mean [documentation reasonably demonstrating]
the exclusive land right to develop, construct, operate, and
maintain the Generating Facility over the term of expected operation
of the Generating Facility. Site Control may be demonstrated by
documentation establishing: (1) ownership of, a leasehold interest
in, or a right to develop a site [for the purpose of constructing]of
sufficient size to construct and operate the Generating Facility;
(2) an option to purchase or acquire a leasehold site of sufficient
size to construct and operate the Generating Facility for such
purpose; or (3) [an exclusivity or other business relationship
between]any other documentation that clearly demonstrates the right
of Interconnection Customer[and the entity having the right to sell,
lease or grant Interconnection Customer the right to possess or]to
exclusively occupy a site [for such purpose.]of sufficient size to
construct and operate the Generating Facility. Transmission Provider
will maintain acreage requirements for each Generating Facility type
on its OASIS or public website.

    Small Generating Facility shall mean a Generating Facility that
has a Generating Facility Capacity of no more than 20 MW.
    Stand Alone Network Upgrades shall mean Network Upgrades that
are not part of an Affected System that an Interconnection Customer
may construct without affecting day-to-day operations of the
Transmission System during their construction and the following
conditions are met: (1) a Substation Network Upgrade must only be
required for a single Interconnection Customer in the Cluster and no
other Interconnection Customer in that Cluster is required to
interconnect to the same Substation Network Upgrades, and (2) a
System Network Upgrade must only be required for a single
Interconnection Customer in the Cluster, as indicated under
Transmission Provider's Proportional Impact Method. Both
[the]Transmission Provider and [the]Interconnection Customer must
agree as to what constitutes Stand Alone Network Upgrades and
identify them in Appendix A to the Standard Large Generator
Interconnection Agreement. If [the]Transmission Provider and
Interconnection Customer disagree about whether a particular Network
Upgrade is a Stand Alone Network Upgrade, [the]Transmission Provider
must provide [the]Interconnection Customer a written technical
explanation outlining why [the] Transmission Provider does not
consider the Network Upgrade to be a Stand Alone Network Upgrade
within 15 days of its determination.
    Standard Large Generator Interconnection Agreement (LGIA) shall
mean the form of interconnection agreement applicable to an
Interconnection Request pertaining to a Large Generating Facility
that is included in the Transmission Provider's Tariff.
    Standard Large Generator Interconnection Procedures (LGIP) shall
mean the interconnection procedures applicable to an Interconnection
Request pertaining to a Large Generating Facility that are included
in the Transmission Provider's Tariff.
    Substation Network Upgrades shall mean Network Upgrades that are
required at the substation located at the Point of Interconnection.
    Surplus Interconnection Service shall mean any unneeded portion
of Interconnection Service established in a Large Generator
Interconnection Agreement, such that if Surplus Interconnection
Service is utilized the total amount of Interconnection Service at
the Point of Interconnection would remain the same.
    System Network Upgrades shall mean Network Upgrades that are
required beyond the substation located at the Point of
Interconnection.
    System Protection Facilities shall mean the equipment, including
necessary protection signal communications equipment, required to
protect (1) the Transmission Provider's Transmission System from
faults or other electrical disturbances occurring at the Generating
Facility and (2) the Generating Facility from faults or other
electrical system disturbances occurring on the Transmission
Provider's Transmission System or on other delivery systems or other
generating systems to which the Transmission Provider's Transmission
System is directly connected.
    Tariff shall mean the Transmission Provider's Tariff through
which open access transmission service and Interconnection Service
are offered, as filed with FERC, and as amended or supplemented from
time to time, or any successor tariff.
    Transmission Owner shall mean an entity that owns, leases or
otherwise possesses an interest in the portion of the Transmission
System at the Point of Interconnection and may be a Party to the
Standard Large Generator Interconnection Agreement to the extent
necessary.
    Transmission Provider shall mean the public utility (or its
designated agent) that owns, controls, or operates transmission or
distribution facilities used for the transmission of electricity in
interstate commerce and provides transmission service under the
Tariff. The term Transmission Provider should be read to include the
Transmission Owner when the Transmission Owner is separate from the
Transmission Provider.
    Transmission Provider's Interconnection Facilities shall mean
all facilities and equipment owned, controlled, or operated by
[the]Transmission Provider from the Point of Change of Ownership to
the Point of Interconnection as identified in Appendix A to the
Standard Large Generator Interconnection Agreement, including any
modifications, additions or upgrades to such facilities and
equipment. Transmission Provider's Interconnection Facilities are
sole use facilities and shall not include Distribution Upgrades,
Stand Alone Network Upgrades or Network Upgrades.
    Transmission System shall mean the facilities owned, controlled
or operated by the Transmission Provider or Transmission Owner that
are used to provide transmission service under the Tariff.
    Trial Operation shall mean the period during which
Interconnection Customer is engaged in on-site test operations and
commissioning of the Generating Facility prior to Commercial
Operation.
    Variable Energy Resource shall mean a device for the production
of electricity that is characterized by an energy source that: (1)
is renewable; (2) cannot be stored by the facility owner or
operator; and (3) has variability that is beyond the control of the
facility owner or operator.
    Withdrawal Penalty shall mean the penalty assessed by
Transmission Provider to an Interconnection Customer that chooses to
withdraw or is deemed withdrawn from Transmission Provider's
interconnection queue or whose Generating Facility does not
otherwise reach Commercial Operation. The calculation of the
Withdrawal Penalty is set forth in Section 3.7.1 of the LGIP.

Article 2. Effective Date, Term, and Termination

    2.1 Effective Date. This LGIA shall become effective upon
execution by the Parties subject to acceptance by FERC (if
applicable), or if filed unexecuted, upon the date specified by
FERC. Transmission Provider shall promptly file this LGIA with FERC
upon execution in accordance with Article 3.1, if required.
    2.2 Term of Agreement. Subject to the provisions of Article 2.3,
this LGIA shall remain in effect for a period of ten (10) years from
the Effective Date or such other longer period as Interconnection
Customer may request (Term to be specified in individual agreements)
and shall be automatically renewed for each successive one-year
period thereafter.
    2.3 Termination Procedures.
    2.3.1 Written Notice. This LGIA may be terminated by
Interconnection Customer after giving Transmission Provider ninety
(90) Calendar Days advance written notice, or by Transmission
Provider notifying FERC after the Generating Facility permanently
ceases Commercial Operation.
    2.3.2 Default. Either Party may terminate this LGIA in
accordance with Article 17.
    2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination
shall become effective until the Parties have complied with all
Applicable Laws and Regulations applicable to such termination,
including the filing with FERC of a notice of termination of this
LGIA, which notice has been accepted for filing by FERC.
    2.4 Termination Costs. If a Party elects to terminate this
Agreement pursuant to Article 2.3 above, each Party shall pay all
costs incurred (including any cancellation costs relating to orders
or contracts for Interconnection Facilities and equipment) or
charges assessed by the other Party, as of the date of the other
Party's receipt of such notice of termination, that are the
responsibility of the Terminating Party under this LGIA. In the
event of termination by a Party, the Parties shall use commercially
Reasonable Efforts to mitigate the costs, damages and charges
arising as a consequence of termination. Upon termination of this
LGIA, unless otherwise ordered or approved by FERC:
    2.4.1 With respect to any portion of Transmission Provider's
Interconnection Facilities that have not yet been constructed or
installed, Transmission Provider shall to the extent possible and
with Interconnection Customer's authorization cancel any pending
orders of, or return, any materials or equipment for, or contracts
for construction of, such facilities; provided that in the event
Interconnection Customer elects not to authorize such cancellation,
Interconnection Customer shall assume all payment obligations with
respect to such materials, equipment, and contracts, and
Transmission Provider shall deliver such material and equipment,
and, if necessary, assign such contracts, to Interconnection
Customer as soon as practicable, at Interconnection Customer's
expense. To the extent that Interconnection Customer has already
paid Transmission Provider for any or all such costs of materials or
equipment not taken by Interconnection Customer, Transmission
Provider shall promptly refund such amounts to Interconnection
Customer, less any costs, including penalties incurred by
Transmission Provider to cancel any pending orders of or return such
materials, equipment, or contracts.
    If an Interconnection Customer terminates this LGIA, it shall be
responsible for all costs incurred in association with that

Interconnection Customer's interconnection, including any
cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment, and other expenses
including any Network Upgrades for which Transmission Provider has
incurred expenses and has not been reimbursed by Interconnection
Customer.
    2.4.2 Transmission Provider may, at its option, retain any
portion of such materials, equipment, or facilities that
Interconnection Customer chooses not to accept delivery of, in which
case Transmission Provider shall be responsible for all costs
associated with procuring such materials, equipment, or facilities.
    2.4.3 With respect to any portion of the Interconnection
Facilities, and any other facilities already installed or
constructed pursuant to the terms of this LGIA, Interconnection
Customer shall be responsible for all costs associated with the
removal, relocation or other disposition or retirement of such
materials, equipment, or facilities.
    2.5 Disconnection. Upon termination of this LGIA, the Parties
will take all appropriate steps to disconnect the Large Generating
Facility from the Transmission System. All costs required to
effectuate such disconnection shall be borne by the terminating
Party, unless such termination resulted from the non-terminating
Party's Default of this LGIA or such non-terminating Party otherwise
is responsible for these costs under this LGIA.
    2.6 Survival. This LGIA shall continue in effect after
termination to the extent necessary to provide for final billings
and payments and for costs incurred hereunder, including billings
and payments pursuant to this LGIA; to permit the determination and
enforcement of liability and indemnification obligations arising
from acts or events that occurred while this LGIA was in effect; and
to permit each Party to have access to the lands of the other Party
pursuant to this LGIA or other applicable agreements, to disconnect,
remove or salvage its own facilities and equipment.

Article 3. Regulatory Filings

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

Article 4. Scope of Service

    4.1 Interconnection Product Options. Interconnection Customer
has selected the following (checked) type of Interconnection
Service:

4.1.1 Energy Resource Interconnection Service

    <IP_ADDRESS> The Product. Energy Resource Interconnection Service
allows Interconnection Customer to connect the Large Generating
Facility to the Transmission System and be eligible to deliver the
Large Generating Facility's output using the existing firm or non-
firm capacity of the Transmission System on an ``as available''
basis. To the extent Interconnection Customer wants to receive
Energy Resource Interconnection Service, Transmission Provider shall
construct facilities identified in Attachment A.
    <IP_ADDRESS> Transmission Delivery Service Implications. Under Energy
Resource Interconnection Service, Interconnection Customer will be
eligible to inject power from the Large Generating Facility into and
deliver power across the interconnecting Transmission Provider's
Transmission System on an ``as available'' basis up to the amount of
MWs identified in the applicable stability and steady state studies
to the extent the upgrades initially required to qualify for Energy
Resource Interconnection Service have been constructed. Where
eligible to do so (e.g., PJM, ISO-NE, NYISO), Interconnection
Customer may place a bid to sell into the market up to the maximum
identified Large Generating Facility output, subject to any
conditions specified in the interconnection service approval, and
the Large Generating Facility will be dispatched to the extent
Interconnection Customer's bid clears. In all other instances, no
transmission delivery service from the Large Generating Facility is
assured, but Interconnection Customer may obtain Point-to-Point
Transmission Service, Network Integration Transmission Service, or
be used for secondary network transmission service, pursuant to
Transmission Provider's Tariff, up to the maximum output identified
in the stability and steady state studies. In those instances, in
order for Interconnection Customer to obtain the right to deliver or
inject energy beyond the Large Generating Facility Point of
Interconnection or to improve its ability to do so, transmission
delivery service must be obtained pursuant to the provisions of
Transmission Provider's Tariff. The Interconnection Customer's
ability to inject its Large Generating Facility output beyond the
Point of Interconnection, therefore, will depend on the existing
capacity of Transmission Provider's Transmission System at such time
as a transmission service request is made that would accommodate
such delivery. The provision of firm Point-to-Point Transmission
Service or Network Integration Transmission Service may require the
construction of additional Network Upgrades.

4.1.2 Network Resource Interconnection Service

    <IP_ADDRESS> The Product. Transmission Provider must conduct the
necessary studies and construct the Network Upgrades needed to
integrate the Large Generating Facility (1) in a manner comparable
to that in which Transmission Provider integrates its generating
facilities to serve native load customers; or (2) in an ISO or RTO
with market based congestion management, in the same manner as all
Network Resources. To the extent Interconnection Customer wants to
receive Network Resource Interconnection Service, Transmission
Provider shall construct the facilities identified in Attachment A
to this LGIA.
    <IP_ADDRESS> Transmission Delivery Service Implications. Network
Resource Interconnection Service allows Interconnection Customer's
Large Generating Facility to be designated by any Network Customer
under the Tariff on Transmission Provider's Transmission System as a
Network Resource, up to the Large Generating Facility's full output,
on the same basis as existing Network Resources interconnected to
Transmission Provider's Transmission System, and to be studied as a
Network Resource on the assumption that such a designation will
occur. Although Network Resource Interconnection Service does not
convey a reservation of transmission service, any Network Customer
under the Tariff can utilize its network service under the Tariff to
obtain delivery of energy from the interconnected Interconnection
Customer's Large Generating Facility in the same manner as it
accesses Network Resources. A Large Generating Facility receiving
Network Resource Interconnection Service may also be used to provide
Ancillary Services after technical studies and/or periodic analyses
are performed with respect to the Large Generating Facility's
ability to provide any applicable Ancillary Services, provided that
such studies and analyses have been or would be required in
connection with the provision of such Ancillary Services by any
existing Network Resource. However, if an Interconnection Customer's
Large Generating Facility has not been designated as a Network
Resource by any load, it cannot be required to provide Ancillary
Services except to the extent such requirements extend to all
generating facilities that are similarly situated. The provision of
Network Integration Transmission Service or firm Point-to-Point
Transmission Service may require additional studies and the
construction of additional upgrades. Because such studies and
upgrades would be associated with a request for delivery service
under the Tariff, cost responsibility for the studies and upgrades
would be in accordance with FERC's policy for pricing transmission
delivery services.
    Network Resource Interconnection Service does not necessarily
provide Interconnection Customer with the capability to physically
deliver the output of its Large Generating Facility to any
particular load on Transmission Provider's Transmission System
without incurring congestion costs. In the event of transmission
constraints on Transmission Provider's Transmission System,
Interconnection Customer's Large Generating Facility shall be
subject to the applicable congestion management procedures in
Transmission Provider's Transmission System in the same manner as
Network Resources.
    There is no requirement either at the time of study or
interconnection, or at any point in the future, that Interconnection
Customer's Large Generating Facility be designated as a

Network Resource by a Network Service Customer under the Tariff or
that Interconnection Customer identify a specific buyer (or sink).
To the extent a Network Customer does designate the Large Generating
Facility as a Network Resource, it must do so pursuant to
Transmission Provider's Tariff.
    Once an Interconnection Customer satisfies the requirements for
obtaining Network Resource Interconnection Service, any future
transmission service request for delivery from the Large Generating
Facility within Transmission Provider's Transmission System of any
amount of capacity and/or energy, up to the amount initially
studied, will not require that any additional studies be performed
or that any further upgrades associated with such Large Generating
Facility be undertaken, regardless of whether or not such Large
Generating Facility is ever designated by a Network Customer as a
Network Resource and regardless of changes in ownership of the Large
Generating Facility. However, the reduction or elimination of
congestion or redispatch costs may require additional studies and
the construction of additional upgrades.