To the extent Interconnection Customer enters into an
arrangement for long term transmission service for deliveries from
the Large Generating Facility outside Transmission Provider's
Transmission System, such request may require additional studies and
upgrades in order for Transmission Provider to grant such request.
    4.2 Provision of Service. Transmission Provider shall provide
Interconnection Service for the Large Generating Facility at the
Point of Interconnection.
    4.3 Performance Standards. Each Party shall perform all of its
obligations under this LGIA in accordance with Applicable Laws and
Regulations, Applicable Reliability Standards, and Good Utility
Practice, and to the extent a Party is required or prevented or
limited in taking any action by such regulations and standards, such
Party shall not be deemed to be in Breach of this LGIA for its
compliance therewith. If such Party is a Transmission Provider or
Transmission Owner, then that Party shall amend the LGIA and submit
the amendment to FERC for approval.
    4.4 No Transmission Delivery Service. The execution of this LGIA
does not constitute a request for, nor the provision of, any
transmission delivery service under Transmission Provider's Tariff,
and does not convey any right to deliver electricity to any specific
customer or Point of Delivery.
    4.5 Interconnection Customer Provided Services. The services
provided by Interconnection Customer under this LGIA are set forth
in Article 9.6 and Article 13.5.1. Interconnection Customer shall be
paid for such services in accordance with Article 11.6.

Article 5. Interconnection Facilities Engineering, Procurement, &
Construction

    5.1 Options. Unless otherwise mutually agreed to between the
Parties, Interconnection Customer shall select the In-Service Date,
Initial Synchronization Date, and Commercial Operation Date; and
either the Standard Option or Alternate Option set forth below, and
such dates and selected option shall be set forth in Appendix B,
Milestones. At the same time, Interconnection Customer shall
indicate whether it elects to exercise the Option to Build set forth
in Article 5.1.3 below. If the dates designated by Interconnection
Customer are not acceptable to Transmission Provider, Transmission
Provider shall so notify Interconnection Customer within thirty (30)
Calendar Days. Upon receipt of the notification that Interconnection
Customer's designated dates are not acceptable to Transmission
Provider, the Interconnection Customer shall notify Transmission
Provider within thirty (30) Calendar Days whether it elects to
exercise the Option to Build if it has not already elected to
exercise the Option to Build.
    5.1.1 Standard Option. Transmission Provider shall design,
procure, and construct Transmission Provider's Interconnection
Facilities and Network Upgrades, using Reasonable Efforts to
complete Transmission Provider's Interconnection Facilities and
Network Upgrades by the dates set forth in Appendix B, Milestones.
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, and Applicable Laws
and Regulations. In the event Transmission Provider reasonably
expects that it will not be able to complete Transmission Provider's
Interconnection Facilities and Network Upgrades by the specified
dates, Transmission Provider shall promptly provide written notice
to Interconnection Customer and shall undertake Reasonable Efforts
to meet the earliest dates thereafter.
    5.1.2 Alternate Option. If the dates designated by
Interconnection Customer are acceptable to Transmission Provider,
Transmission Provider shall so notify Interconnection Customer
within thirty (30) Calendar Days, and shall assume responsibility
for the design, procurement and construction of Transmission
Provider's Interconnection Facilities by the designated dates.
    If Transmission Provider subsequently fails to complete
Transmission Provider's Interconnection Facilities by the In-Service
Date, to the extent necessary to provide back feed power; or fails
to complete Network Upgrades by the Initial Synchronization Date to
the extent necessary to allow for Trial Operation at full power
output, unless other arrangements are made by the Parties for such
Trial Operation; or fails to complete the Network Upgrades by the
Commercial Operation Date, as such dates are reflected in Appendix
B, Milestones; Transmission Provider shall pay Interconnection
Customer liquidated damages in accordance with Article 5.3,
Liquidated Damages, provided, however, the dates designated by
Interconnection Customer shall be extended day for day for each day
that the applicable RTO or ISO refuses to grant clearances to
install equipment.
    5.1.3 Option to Build. Interconnection Customer shall have the
option to assume responsibility for the design, procurement and
construction of Transmission Provider's Interconnection Facilities
and Stand Alone Network Upgrades on the dates specified in Article
5.1.2. Transmission Provider and Interconnection Customer must agree
as to what constitutes Stand Alone Network Upgrades and identify
such Stand Alone Network Upgrades in Appendix A. Except for Stand
Alone Network Upgrades, Interconnection Customer shall have no right
to construct Network Upgrades under this option.
    5.1.4 Negotiated Option. If the dates designated by
Interconnection Customer are not acceptable to Transmission
Provider, the Parties shall in good faith attempt to negotiate terms
and conditions (including revision of the specified dates and
liquidated damages, the provision of incentives, or the procurement
and construction of all facilities other than Transmission
Provider's Interconnection Facilities and Stand Alone Network
Upgrades if the Interconnection Customer elects to exercise the
Option to Build under Article 5.1.3). If the Parties are unable to
reach agreement on such terms and conditions, then pursuant to
Article 5.1.1 (Standard Option), Transmission Provider shall assume
responsibility for the design, procurement and construction of all
facilities other than Transmission Provider's Interconnection
Facilities and Stand Alone Network Upgrades if the Interconnection
Customer elects to exercise the Option to Build.
    5.2 General Conditions Applicable to Option to Build. If
Interconnection Customer assumes responsibility for the design,
procurement and construction of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades,
    (1) Interconnection Customer shall engineer, procure equipment,
and construct Transmission Provider's Interconnection Facilities and
Stand Alone Network Upgrades (or portions thereof) using Good
Utility Practice and using standards and specifications provided in
advance by Transmission Provider;
    (2) Interconnection Customer's engineering, procurement and
construction of Transmission Provider's Interconnection Facilities
and Stand Alone Network Upgrades shall comply with all requirements
of law to which Transmission Provider would be subject in the
engineering, procurement or construction of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades;
    (3) Transmission Provider shall review and approve the
engineering design, equipment acceptance tests, and the construction
of Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades;
    (4) prior to commencement of construction, Interconnection
Customer shall provide to Transmission Provider a schedule for
construction of Transmission Provider's Interconnection Facilities
and Stand Alone Network Upgrades, and shall promptly respond to
requests for information from Transmission Provider;
    (5) at any time during construction, Transmission Provider shall
have the right to

gain unrestricted access to Transmission Provider's Interconnection
Facilities and Stand Alone Network Upgrades and to conduct
inspections of the same;
    (6) at any time during construction, should any phase of the
engineering, equipment procurement, or construction of Transmission
Provider's Interconnection Facilities and Stand Alone Network
Upgrades not meet the standards and specifications provided by
Transmission Provider, Interconnection Customer shall be obligated
to remedy deficiencies in that portion of Transmission Provider's
Interconnection Facilities and Stand Alone Network Upgrades;
    (7) Interconnection Customer shall indemnify Transmission
Provider for claims arising from Interconnection Customer's
construction of Transmission Provider's Interconnection Facilities
and Stand Alone Network Upgrades under the terms and procedures
applicable to Article 18.1 Indemnity;
    (8) Interconnection Customer shall transfer control of
Transmission Provider's Interconnection Facilities and Stand Alone
Network Upgrades to Transmission Provider;
    (9) Unless Parties otherwise agree, Interconnection Customer
shall transfer ownership of Transmission Provider's Interconnection
Facilities and Stand-Alone Network Upgrades to Transmission
Provider;
    (10) Transmission Provider shall approve and accept for
operation and maintenance Transmission Provider's Interconnection
Facilities and Stand Alone Network Upgrades to the extent
engineered, procured, and constructed in accordance with this
Article 5.2; and
    (11) Interconnection Customer shall deliver to Transmission
Provider ``as-built'' drawings, information, and any other documents
that are reasonably required by Transmission Provider to assure that
the Interconnection Facilities and Stand-Alone Network Upgrades are
built to the standards and specifications required by Transmission
Provider.
    (12) If Interconnection Customer exercises the Option to Build
pursuant to Article 5.1.3, Interconnection Customer shall pay
Transmission Provider the agreed upon amount of [$ PLACEHOLDER] for
Transmission Provider to execute the responsibilities enumerated to
Transmission Provider under Article 5.2. Transmission Provider shall
invoice Interconnection Customer for this total amount to be divided
on a monthly basis pursuant to Article 12.
    5.3 Liquidated Damages. The actual damages to Interconnection
Customer, in the event Transmission Provider's Interconnection
Facilities or Network Upgrades are not completed by the dates
designated by Interconnection Customer and accepted by Transmission
Provider pursuant to subparagraphs 5.1.2 or 5.1.4, above, may
include Interconnection Customer's fixed operation and maintenance
costs and lost opportunity costs. Such actual damages are uncertain
and impossible to determine at this time. Because of such
uncertainty, any liquidated damages paid by Transmission Provider to
Interconnection Customer in the event that Transmission Provider
does not complete any portion of Transmission Provider's
Interconnection Facilities or Network Upgrades by the applicable
dates, shall be an amount equal to \1/2\ of 1 percent per day of the
actual cost of Transmission Provider's Interconnection Facilities
and Network Upgrades, in the aggregate, for which Transmission
Provider has assumed responsibility to design, procure and
construct.
    However, in no event shall the total liquidated damages exceed
20 percent of the actual cost of Transmission Provider's
Interconnection Facilities and Network Upgrades for which
Transmission Provider has assumed responsibility to design, procure,
and construct. The foregoing payments will be made by Transmission
Provider to Interconnection Customer as just compensation for the
damages caused to Interconnection Customer, which actual damages are
uncertain and impossible to determine at this time, and as
reasonable liquidated damages, but not as a penalty or a method to
secure performance of this LGIA. Liquidated damages, when the
Parties agree to them, are the exclusive remedy for the Transmission
Provider's failure to meet its schedule.
    No liquidated damages shall be paid to Interconnection Customer
if: (1) Interconnection Customer is not ready to commence use of
Transmission Provider's Interconnection Facilities or Network
Upgrades to take the delivery of power for the Large Generating
Facility's Trial Operation or to export power from the Large
Generating Facility on the specified dates, unless Interconnection
Customer would have been able to commence use of Transmission
Provider's Interconnection Facilities or Network Upgrades to take
the delivery of power for Large Generating Facility's Trial
Operation or to export power from the Large Generating Facility, but
for Transmission Provider's delay; (2) Transmission Provider's
failure to meet the specified dates is the result of the action or
inaction of Interconnection Customer or any other Interconnection
Customer who has entered into an LGIA with Transmission Provider or
any cause beyond Transmission Provider's reasonable control or
reasonable ability to cure; (3) the Interconnection Customer has
assumed responsibility for the design, procurement and construction
of Transmission Provider's Interconnection Facilities and Stand
Alone Network Upgrades; or (4) the Parties have otherwise agreed.
    5.4 Power System Stabilizers. [The]Interconnection Customer
shall procure, install, maintain and operate Power System
Stabilizers in accordance with the guidelines and procedures
established by the [Applicable Reliability Council]Electric
Reliability Organization. Transmission Provider reserves the right
to reasonably establish minimum acceptable settings for any
installed Power System Stabilizers, subject to the design and
operating limitations of the Large Generating Facility. If the Large
Generating Facility's Power System Stabilizers are removed from
service or not capable of automatic operation, Interconnection
Customer shall immediately notify Transmission Provider's system
operator, or its designated representative. The requirements of this
paragraph shall not apply to wind generators.
    5.5 Equipment Procurement. If responsibility for construction of
Transmission Provider's Interconnection Facilities or Network
Upgrades is to be borne by Transmission Provider, then Transmission
Provider shall commence design of Transmission Provider's
Interconnection Facilities or Network Upgrades and procure necessary
equipment as soon as practicable after all of the following
conditions are satisfied, unless the Parties otherwise agree in
writing:
    5.5.1 Transmission Provider has completed the Facilities Study
pursuant to the Facilities Study Agreement;
    5.5.2 Transmission Provider has received written authorization
to proceed with design and procurement from Interconnection Customer
by the date specified in Appendix B, Milestones; and
    5.5.3 Interconnection Customer has provided security to
Transmission Provider in accordance with Article 11.5 by the dates
specified in Appendix B, Milestones.
    5.6 Construction Commencement. Transmission Provider shall
commence construction of Transmission Provider's Interconnection
Facilities and Network Upgrades for which it is responsible as soon
as practicable after the following additional conditions are
satisfied:
    5.6.1 Approval of the appropriate Governmental Authority has
been obtained for any facilities requiring regulatory approval;
    5.6.2 Necessary real property rights and rights-of-way have been
obtained, to the extent required for the construction of a discrete
aspect of Transmission Provider's Interconnection Facilities and
Network Upgrades;
    5.6.3 Transmission Provider has received written authorization
to proceed with construction from Interconnection Customer by the
date specified in Appendix B, Milestones; and
    5.6.4 Interconnection Customer has provided security to
Transmission Provider in accordance with Article 11.5 by the dates
specified in Appendix B, Milestones.
    5.7 Work Progress. The Parties will keep each other advised
periodically as to the progress of their respective design,
procurement and construction efforts. Either Party may, at any time,
request a progress report from the other Party. If, at any time,
Interconnection Customer determines that the completion of
Transmission Provider's Interconnection Facilities will not be
required until after the specified In-Service Date, Interconnection
Customer will provide written notice to Transmission Provider of
such later date upon which the completion of Transmission Provider's
Interconnection Facilities will be required.
    5.8 Information Exchange. As soon as reasonably practicable
after the Effective Date, the Parties shall exchange information
regarding the design and compatibility of the Parties'
Interconnection Facilities and compatibility of the Interconnection
Facilities with Transmission Provider's

Transmission System, and shall work diligently and in good faith to
make any necessary design changes.
    5.9 Other Interconnection Options.
    5.9.1 Limited Operation. If any of Transmission Provider's
Interconnection Facilities or Network Upgrades are not reasonably
expected to be completed prior to the Commercial Operation Date of
the Large Generating Facility, Transmission Provider shall, upon the
request and at the expense of Interconnection Customer, perform
operating studies on a timely basis to determine the extent to which
the Large Generating Facility and Interconnection Customer's
Interconnection Facilities may operate prior to the completion of
Transmission Provider's Interconnection Facilities or Network
Upgrades consistent with Applicable Laws and Regulations, Applicable
Reliability Standards, Good Utility Practice, and this LGIA.
Transmission Provider shall permit Interconnection Customer to
operate the Large Generating Facility and Interconnection Customer's
Interconnection Facilities in accordance with the results of such
studies.
    5.9.2 Provisional Interconnection Service. Upon the request of
Interconnection Customer, and prior to completion of requisite
Interconnection Facilities, Network Upgrades, Distribution Upgrades,
or System Protection Facilities Transmission Provider may execute a
Provisional Large Generator Interconnection Agreement or
Interconnection Customer may request the filing of an unexecuted
Provisional Large Generator Interconnection Agreement with the
Interconnection Customer for limited Interconnection Service at the
discretion of Transmission Provider based upon an evaluation that
will consider the results of available studies. Transmission
Provider shall determine, through available studies or additional
studies as necessary, whether stability, short circuit, thermal,
and/or voltage issues would arise if Interconnection Customer
interconnects without modifications to the Generating Facility or
Transmission System. Transmission Provider shall determine whether
any Interconnection Facilities, Network Upgrades, Distribution
Upgrades, or System Protection Facilities that are necessary to meet
the requirements of [NERC] the Electric Reliability Organization, or
any applicable Regional Entity for the interconnection of a new,
modified and/or expanded Generating Facility are in place prior to
the commencement of Interconnection Service from the Generating
Facility. Where available studies indicate that such,
Interconnection Facilities, Network Upgrades, Distribution Upgrades,
and/or System Protection Facilities that are required for the
interconnection of a new, modified and/or expanded Generating
Facility are not currently in place, Transmission Provider will
perform a study, at the Interconnection Customer's expense, to
confirm the facilities that are required for Provisional
Interconnection Service. The maximum permissible output of the
Generating Facility in the Provisional Large Generator
Interconnection Agreement shall be studied and updated [on a
frequency determined by Transmission Provider and at the
Interconnection Customer's expense]. Interconnection Customer
assumes all risk and liabilities with respect to changes between the
Provisional Large Generator Interconnection Agreement and the Large
Generator Interconnection Agreement, including changes in output
limits and Interconnection Facilities, Network Upgrades,
Distribution Upgrades, and/or System Protection Facilities cost
responsibilities.
    5.10 Interconnection Customer's Interconnection Facilities
('ICIF'). Interconnection Customer shall, at its expense, design,
procure, construct, own and install the ICIF, as set forth in
Appendix A, Interconnection Facilities, Network Upgrades and
Distribution Upgrades.
    5.10.1 Interconnection Customer's Interconnection Facility
Specifications. Interconnection Customer shall submit initial
specifications for the ICIF, including System Protection Facilities,
to Transmission Provider at least one hundred eighty (180) Calendar
Days prior to the Initial Synchronization Date; and final
specifications for review and comment at least ninety (90) Calendar
Days prior to the Initial Synchronization Date. Transmission
Provider shall review such specifications to ensure that the ICIF
are compatible with the technical specifications, operational
control, and safety requirements of Transmission Provider and
comment on such specifications within thirty (30) Calendar Days of
Interconnection Customer's submission. All specifications provided
hereunder shall be deemed confidential.
    5.10.2 Transmission Provider's Review. Transmission Provider's
review of Interconnection Customer's final specifications shall not
be construed as confirming, endorsing, or providing a warranty as to
the design, fitness, safety, durability or reliability of the Large
Generating Facility, or the ICIF. Interconnection Customer shall
make such changes to the ICIF as may reasonably be required by
Transmission Provider, in accordance with Good Utility Practice, to
ensure that the ICIF are compatible with the technical
specifications, operational control, and safety requirements of
Transmission Provider.
    5.10.3 ICIF Construction. The ICIF shall be designed and
constructed in accordance with Good Utility Practice. Within one
hundred twenty (120) Calendar Days after the Commercial Operation
Date, unless the Parties agree on another mutually acceptable
deadline, Interconnection Customer shall deliver to Transmission
Provider ``as-built'' drawings, information and documents for the
ICIF, such as: a one-line diagram, a site plan showing the Large
Generating Facility and the ICIF, plan and elevation drawings
showing the layout of the ICIF, a relay functional diagram, relaying
AC and DC schematic wiring diagrams and relay settings for all
facilities associated with Interconnection Customer's step-up
transformers, the facilities connecting the Large Generating
Facility to the step-up transformers and the ICIF, and the
impedances (determined by factory tests) for the associated step-up
transformers and the Large Generating Facility. The Interconnection
Customer shall provide Transmission Provider specifications for the
excitation system, automatic voltage regulator, Large Generating
Facility control and protection settings, transformer tap settings,
and communications, if applicable.
    5.11 Transmission Provider's Interconnection Facilities
Construction. Transmission Provider's Interconnection Facilities
shall be designed and constructed in accordance with Good Utility
Practice. Upon request, within one hundred twenty (120) Calendar
Days after the Commercial Operation Date, unless the Parties agree
on another mutually acceptable deadline, Transmission Provider shall
deliver to Interconnection Customer the following ``as-built''
drawings, information and documents for Transmission Provider's
Interconnection Facilities [include appropriate drawings and relay
diagrams].
    Transmission Provider will obtain control of Transmission
Provider's Interconnection Facilities and Stand Alone Network
Upgrades upon completion of such facilities.
    5.12 Access Rights. Upon reasonable notice and supervision by a
Party, and subject to any required or necessary regulatory
approvals, a Party (``Granting Party'') shall furnish at no cost to
the other Party (``Access Party'') any rights of use, licenses,
rights of way and easements with respect to lands owned or
controlled by the Granting Party, its agents (if allowed under the
applicable agency agreement), or any Affiliate, that are necessary
to enable the Access Party to obtain ingress and egress to
construct, operate, maintain, repair, test (or witness testing),
inspect, replace or remove facilities and equipment to: (i)
interconnect the Large Generating Facility with the Transmission
System; (ii) operate and maintain the Large Generating Facility, the
Interconnection Facilities and the Transmission System; and (iii)
disconnect or remove the Access Party's facilities and equipment
upon termination of this LGIA. In exercising such licenses, rights
of way and easements, the Access Party shall not unreasonably
disrupt or interfere with normal operation of the Granting Party's
business and shall adhere to the safety rules and procedures
established in advance, as may be changed from time to time, by the
Granting Party and provided to the Access Party.
    5.13 Lands of Other Property Owners. If any part of Transmission
Provider or Transmission Owner's Interconnection Facilities and/or
Network Upgrades is to be installed on property owned by persons
other than Interconnection Customer or Transmission Provider or
Transmission Owner, Transmission Provider or Transmission Owner
shall at Interconnection Customer's 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, and to the extent consistent with state law, 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 Transmission

Provider or Transmission Owner's Interconnection Facilities and/or
Network Upgrades upon such property.
    5.14 Permits. Transmission Provider or Transmission Owner and
Interconnection Customer shall cooperate with each other in good
faith in obtaining all permits, licenses, and authorizations that
are necessary to accomplish the interconnection in compliance with
Applicable Laws and Regulations. With respect to this paragraph,
Transmission Provider or Transmission Owner shall provide permitting
assistance to Interconnection Customer comparable to that provided
to Transmission Provider's own, or an Affiliate's generation.
    5.15 Early Construction of Base Case Facilities. Interconnection
Customer may request Transmission Provider to construct, and
Transmission Provider shall construct, using Reasonable Efforts to
accommodate Interconnection Customer's In-Service Date, all or any
portion of any Network Upgrades required for Interconnection
Customer to be interconnected to the Transmission System which are
included in the Base Case of the Facilities Study for
Interconnection Customer, and which also are required to be
constructed for another Interconnection Customer, but where such
construction is not scheduled to be completed in time to achieve
Interconnection Customer's In-Service Date.
    5.16 Suspension. Interconnection Customer reserves the right,
upon written notice to Transmission Provider, to suspend at any time
all work by Transmission Provider associated with the construction
and installation of Transmission Provider's Interconnection
Facilities and/or Network Upgrades required under this LGIA with the
condition that Transmission System shall be left in a safe and
reliable condition in accordance with Good Utility Practice and
Transmission Provider's safety and reliability criteria. In such
event, Interconnection Customer shall be responsible for all
reasonable and necessary costs which Transmission Provider (i) has
incurred pursuant to this LGIA prior to the suspension and (ii)
incurs 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 the Transmission System
during such suspension and, if applicable, any costs incurred in
connection with the cancellation or suspension of material,
equipment and labor contracts which Transmission Provider cannot
reasonably avoid; provided, however, that prior to canceling or
suspending any such material, equipment or labor contract,
Transmission Provider shall obtain Interconnection Customer's
authorization to do so.
    Transmission Provider shall invoice Interconnection Customer for
such costs pursuant to Article 12 and shall use due diligence to
minimize its costs. In the event Interconnection Customer suspends
work by Transmission Provider required under this LGIA pursuant to
this Article 5.16, and has not requested Transmission Provider to
recommence the work required under this LGIA on or before the
expiration of three (3) years following commencement of such
suspension, this LGIA 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 Transmission Provider, if no effective
date is specified.
    5.17 Taxes.
    5.17.1 Interconnection Customer Payments Not Taxable. The
Parties intend that all payments or property transfers made by
Interconnection Customer to Transmission Provider for the
installation of Transmission Provider's Interconnection Facilities
and the Network Upgrades shall be non-taxable, either as
contributions to capital, or as an advance, in accordance with the
Internal Revenue Code and any applicable state income tax laws and
shall not be taxable as contributions in aid of construction or
otherwise under the Internal Revenue Code and any applicable state
income tax laws.
    5.17.2 Representations and Covenants. In accordance with IRS
Notice 2001-82 and IRS Notice 88-129, Interconnection Customer
represents and covenants that (i) ownership of the electricity
generated at the Large Generating Facility will pass to another
party prior to the transmission of the electricity on the
Transmission System, (ii) for income tax purposes, the amount of any
payments and the cost of any property transferred to Transmission
Provider for Transmission Provider's Interconnection Facilities will
be capitalized by Interconnection Customer as an intangible asset
and recovered using the straight-line method over a useful life of
twenty (20) years, and (iii) any portion of Transmission Provider's
Interconnection Facilities that is a ``dual-use intertie,'' within
the meaning of IRS Notice 88-129, is reasonably expected to carry
only a de minimis amount of electricity in the direction of the
Large Generating Facility. For this purpose, ``de minimis amount''
means no more than 5 percent of the total power flows in both
directions, calculated in accordance with the ``5 percent test'' set
forth in IRS Notice 88-129. This is not intended to be an exclusive
list of the relevant conditions that must be met to conform to IRS
requirements for non-taxable treatment.
    At Transmission Provider's request, Interconnection Customer
shall provide Transmission Provider with a report from an
independent engineer confirming its representation in clause (iii),
above. Transmission Provider represents and covenants that the cost
of Transmission Provider's Interconnection Facilities paid for by
Interconnection Customer will have no net effect on the base upon
which rates are determined.
    5.17.3 Indemnification for the Cost Consequences of Current Tax
Liability Imposed Upon the Transmission Provider. Notwithstanding
Article 5.17.1, Interconnection Customer shall protect, indemnify
and hold harmless Transmission Provider from the cost consequences
of any current tax liability imposed against Transmission Provider
as the result of payments or property transfers made by
Interconnection Customer to Transmission Provider under this LGIA
for Interconnection Facilities, as well as any interest and
penalties, other than interest and penalties attributable to any
delay caused by Transmission Provider.
    Transmission Provider shall not include a gross-up for the cost
consequences of any current tax liability in the amounts it charges
Interconnection Customer under this LGIA unless (i) Transmission
Provider has determined, in good faith, that the payments or
property transfers made by Interconnection Customer to Transmission
Provider should be reported as income subject to taxation or (ii)
any Governmental Authority directs Transmission Provider to report
payments or property as income subject to taxation; provided,
however, that Transmission Provider may require Interconnection
Customer to provide security for Interconnection Facilities, in a
form reasonably acceptable to Transmission Provider (such as a
parental guarantee or a letter of credit), in an amount equal to the
cost consequences of any current tax liability under this Article
5.17. Interconnection Customer shall reimburse Transmission Provider
for such costs on a fully grossed-up basis, in accordance with
Article 5.17.4, 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 year testing period and the applicable
statute of limitation, as it may be extended by Transmission
Provider upon request of the IRS, 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 5.17.
    5.17.4 Tax Gross-Up Amount. Interconnection Customer's liability
for the cost consequences of any current tax liability under this
Article 5.17 shall be calculated on a fully grossed-up basis. Except
as may otherwise be agreed to by the parties, this means that
Interconnection Customer will pay Transmission Provider, in addition
to the amount paid for the Interconnection Facilities and Network
Upgrades, an amount equal to (1) the current taxes imposed on
Transmission Provider (``Current Taxes'') on the excess of (a) the
gross income realized by Transmission Provider as a result of
payments or property transfers made by Interconnection Customer to
Transmission Provider under this LGIA (without regard to any
payments under this Article 5.17) (the ``Gross Income Amount'') over
(b) the present value of future tax deductions for depreciation that
will be available as a result of such payments or property transfers
(the ``Present Value Depreciation Amount''), plus (2) an additional
amount sufficient to permit Transmission Provider to receive and
retain, after the payment of all Current Taxes, an amount equal to
the net amount described in clause (1).
    For this purpose, (i) Current Taxes shall be computed based on
Transmission Provider's composite federal and state tax rates at the
time the payments or property transfers are received and
Transmission Provider will be treated as being subject to tax at the
highest marginal rates in effect at that time (the ``Current Tax
Rate''), and (ii) the Present Value Depreciation Amount shall be

computed by discounting Transmission Provider's anticipated tax
depreciation deductions as a result of such payments or property
transfers by Transmission Provider's current weighted average cost
of capital. Thus, the formula for calculating Interconnection
Customer's liability to Transmission Owner pursuant to this Article
5.17.4 can be expressed as follows: (Current Tax Rate x (Gross
Income Amount--Present Value of Tax Depreciation))/(1-Current Tax
Rate). Interconnection Customer's estimated tax liability in the
event taxes are imposed shall be stated in Appendix A,
Interconnection Facilities, Network Upgrades and Distribution
Upgrades.
    5.17.5 Private Letter Ruling or Change or Clarification of Law.
At Interconnection Customer's request and expense, Transmission
Provider shall file with the IRS a request for a private letter
ruling as to whether any property transferred or sums paid, or to be
paid, by Interconnection Customer to Transmission Provider under
this LGIA are subject to federal income taxation. Interconnection
Customer 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 Interconnection Customer's knowledge. Transmission Provider and
Interconnection Customer shall cooperate in good faith with respect
to the submission of such request.
    Transmission Provider shall keep Interconnection Customer fully
informed of the status of such request for a private letter ruling
and shall execute either a privacy act waiver or a limited power of
attorney, in a form acceptable to the IRS, that authorizes
Interconnection Customer to participate in all discussions with the
IRS regarding such request for a private letter ruling. Transmission
Provider shall allow Interconnection Customer to attend all meetings
with IRS officials about the request and shall permit
Interconnection Customer to prepare the initial drafts of any
follow-up letters in connection with the request.
    5.17.6 Subsequent Taxable Events. If, within 10 years from the
date on which the relevant Transmission Provider's Interconnection
Facilities are placed in service, (i) Interconnection Customer
Breaches the covenants contained in Article 5.17.2, (ii) a
``disqualification event'' occurs within the meaning of IRS Notice
88-129, or (iii) this LGIA terminates and Transmission Provider
retains ownership of the Interconnection Facilities and Network
Upgrades, Interconnection Customer shall pay a tax gross-up for the
cost consequences of any current tax liability imposed on
Transmission Provider, calculated using the methodology described in
Article 5.17.4 and in accordance with IRS Notice 90-60.
    5.17.7 Contests. In the event any Governmental Authority
determines that Transmission Provider's receipt of payments or
property constitutes income that is subject to taxation,
Transmission Provider shall notify Interconnection Customer, in
writing, within thirty (30) Calendar Days of receiving notification
of such determination by a Governmental Authority. Upon the timely
written request by Interconnection Customer and at Interconnection
Customer's sole expense, Transmission Provider may appeal, protest,
seek abatement of, or otherwise oppose such determination. Upon
Interconnection Customer's written request and sole expense,
Transmission Provider may file a claim for refund with respect to
any taxes paid under this Article 5.17, whether or not it has
received such a 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 selection
of counsel and compromise or settlement of the claim, but
Transmission Provider shall keep Interconnection Customer informed,
shall consider in good faith suggestions from Interconnection
Customer about the conduct of the contest, and shall reasonably
permit Interconnection Customer or an Interconnection Customer
representative to attend contest proceedings.
    Interconnection Customer 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. At any time during the contest,
Transmission Provider may agree to a settlement either with
Interconnection Customer's consent or after obtaining written advice
from nationally recognized tax counsel, selected by Transmission
Provider, but reasonably acceptable to Interconnection Customer,
that the proposed settlement represents a reasonable settlement
given the hazards of litigation. Interconnection Customer's
obligation shall be based on the amount of the settlement agreed to
by Interconnection Customer, or if a higher amount, so much of the
settlement that is supported by the written advice from nationally
recognized tax counsel selected under the terms of the preceding
sentence. The settlement amount shall be calculated on a fully
grossed-up basis to cover any related cost consequences of the
current tax liability. Any settlement without Interconnection
Customer's consent or such written advice will relieve
Interconnection Customer from any obligation to indemnify
Transmission Provider for the tax at issue in the contest.
    5.17.8 Refund. In the event that (a) a private letter ruling is
issued to Transmission Provider which holds that any amount paid or
the value of any property transferred by Interconnection Customer to
Transmission Provider under the terms of this LGIA is not subject to
federal income taxation, (b) any legislative change or
administrative announcement, notice, ruling or other determination
makes it reasonably clear to Transmission Provider in good faith
that any amount paid or the value of any property transferred by
Interconnection Customer to Transmission Provider under the terms of
this LGIA is not taxable to Transmission Provider, (c) any
abatement, appeal, protest, or other contest results in a
determination that any payments or transfers made by Interconnection
Customer to Transmission Provider are not subject to federal income
tax, or (d) if Transmission Provider receives a refund from any
taxing authority for any overpayment of tax attributable to any
payment or property transfer made by Interconnection Customer to
Transmission Provider pursuant to this LGIA, Transmission Provider
shall promptly refund to Interconnection Customer the following:
    (i) any payment made by Interconnection Customer under this
Article 5.17 for taxes that is attributable to the amount determined
to be non-taxable, together with interest thereon,
    (ii) interest on any amounts paid by Interconnection Customer to
Transmission Provider for such taxes which Transmission Provider did
not submit to the taxing authority, calculated in accordance with
the methodology set forth in FERC's regulations at 18 CFR
35.19a(a)(2)(iii) from the date payment was made by Interconnection
Customer to the date Transmission Provider refunds such payment to
Interconnection Customer, and
    (iii) with respect to any such taxes paid by Transmission
Provider, any refund or credit Transmission Provider receives or to
which it may be entitled from any Governmental Authority, interest
(or that portion thereof attributable to the payment described in
clause (i), above) owed to Transmission Provider for such
overpayment of taxes (including any reduction in interest otherwise
payable by Transmission Provider to any Governmental Authority
resulting from an offset or credit); provided, however, that
Transmission Provider will remit such amount promptly to
Interconnection Customer only after and to the extent that
Transmission Provider has received a tax refund, credit or offset
from any Governmental Authority for any applicable overpayment of
income tax related to Transmission Provider's Interconnection
Facilities.
    The intent of this provision is to leave the Parties, to the
extent practicable, in the event that no taxes are due with respect
to any payment for Interconnection Facilities and Network Upgrades
hereunder, in the same position they would have been in had no such
tax payments been made.
    5.17.9 Taxes Other Than Income Taxes. Upon the timely request by
Interconnection Customer, and at Interconnection Customer's sole
expense, Transmission Provider may 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
Interconnection Customer may be required to reimburse Transmission
Provider under the terms of this LGIA. Interconnection Customer
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. Interconnection Customer 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
Interconnection Customer 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, Interconnection Customer
will be responsible for all taxes, interest and penalties, other
than penalties attributable to any delay caused by Transmission
Provider.
    5.17.10 Transmission Owners Who Are Not Transmission Providers.
If Transmission Provider is not the same entity as the Transmission
Owner, then (i) all references in this Article 5.17 to Transmission
Provider shall be deemed also to refer to and to include the
Transmission Owner, as appropriate, and (ii) this LGIA shall not
become effective until such Transmission Owner shall have agreed in
writing to assume all of the duties and obligations of Transmission
Provider under this Article 5.17 of this LGIA.
    5.18 Tax Status. Each Party shall cooperate with the other to
maintain the other Party's tax status. Nothing in this LGIA is
intended to adversely affect any Transmission Provider's tax exempt
status with respect to the issuance of bonds including, but not
limited to, Local Furnishing Bonds.
    5.19 Modification.
    5.19.1 General. Either Party may undertake modifications to its
facilities. If a Party plans to undertake a modification that
reasonably may be expected to affect the other Party's facilities,
that Party shall provide to the other Party sufficient information
regarding such modification so that the other Party may evaluate the
potential impact of such modification prior to commencement of the
work. Such information shall be deemed to be confidential hereunder
and shall include information concerning the timing of such
modifications and whether such modifications are expected to
interrupt the flow of electricity from the Large Generating
Facility. The Party desiring to perform such work shall provide the
relevant drawings, plans, and specifications to the other Party at
least ninety (90) Calendar Days in advance of the commencement of
the work or such shorter period upon which the Parties may agree,
which agreement shall not unreasonably be withheld, conditioned or
delayed.
    In the case of Large Generating Facility modifications that do
not require Interconnection Customer to submit an Interconnection
Request, Transmission Provider shall provide, within thirty (30)
Calendar Days (or such other time as the Parties may agree), an
estimate of any additional modifications to the Transmission System,
Transmission Provider's Interconnection Facilities or Network
Upgrades necessitated by such Interconnection Customer modification
and a good faith estimate of the costs thereof.
    5.19.2 Standards. Any additions, modifications, or replacements
made to a Party's facilities shall be designed, constructed and
operated in accordance with this LGIA and Good Utility Practice.
    5.19.3 Modification Costs. Interconnection Customer shall not be
directly assigned for the costs of any additions, modifications, or
replacements that Transmission Provider makes to Transmission
Provider's Interconnection Facilities or the Transmission System to
facilitate the interconnection of a third party to Transmission
Provider's Interconnection Facilities or the Transmission System, or
to provide transmission service to a third party under Transmission
Provider's Tariff. Interconnection Customer shall be responsible for
the costs of any additions, modifications, or replacements to
Interconnection Customer's Interconnection Facilities that may be
necessary to maintain or upgrade such Interconnection Customer's
Interconnection Facilities consistent with Applicable Laws and
Regulations, Applicable Reliability Standards or Good Utility
Practice.

Article 6. Testing and Inspection

    6.1 Pre-Commercial Operation Date Testing and Modifications.
Prior to the Commercial Operation Date, Transmission Provider shall
test Transmission Provider's Interconnection Facilities and Network
Upgrades and Interconnection Customer shall test the Large
Generating Facility and Interconnection Customer's Interconnection
Facilities to ensure their safe and reliable operation. Similar
testing may be required after initial operation. Each Party shall
make any modifications to its facilities that are found to be
necessary as a result of such testing. Interconnection Customer
shall bear the cost of all such testing and modifications.
Interconnection Customer shall generate test energy at the Large
Generating Facility only if it has arranged for the delivery of such
test energy.
    6.2 Post-Commercial Operation Date Testing and Modifications.
Each Party shall at its own expense perform routine inspection and
testing of its facilities and equipment in accordance with Good
Utility Practice as may be necessary to ensure the continued
interconnection of the Large Generating Facility with the
Transmission System in a safe and reliable manner. Each Party shall
have the right, upon advance written notice, to require reasonable
additional testing of the other Party's facilities, at the
requesting Party's expense, as may be in accordance with Good
Utility Practice.
    6.3 Right to Observe Testing. Each Party shall notify the other
Party in advance of its performance of tests of its Interconnection
Facilities. The other Party has the right, at its own expense, to
observe such testing.
    6.4 Right to Inspect. Each Party shall have the right, but shall
have no obligation to: (i) observe the other Party's tests and/or
inspection of any of its System Protection Facilities and other
protective equipment, including Power System Stabilizers; (ii)
review the settings of the other Party's System Protection
Facilities and other protective equipment; and (iii) review the
other Party's maintenance records relative to the Interconnection
Facilities, the System Protection Facilities and other protective
equipment. A Party may exercise these rights from time to time as it
deems necessary upon reasonable notice to the other Party. The
exercise or non-exercise by a Party of any such rights shall not be
construed as an endorsement or confirmation of any element or
condition of the Interconnection Facilities or the System Protection
Facilities or other protective equipment or the operation thereof,
or as a warranty as to the fitness, safety, desirability, or
reliability of same. Any information that a Party obtains through
the exercise of any of its rights under this Article 6.4 shall be
deemed to be Confidential Information and treated pursuant to
Article 22 of this LGIA.

Article 7. Metering

    7.1 General. Each Party shall comply with the [Applicable
Reliability Council] Electric Reliability Organization requirements.
Unless otherwise agreed by the Parties, Transmission Provider shall
install Metering Equipment at the Point of Interconnection prior to
any operation of the Large Generating Facility and shall own,
operate, test and maintain such Metering Equipment. Power flows to
and from the Large Generating Facility shall be measured at or, at
Transmission Provider's option, compensated to, the Point of
Interconnection. Transmission Provider shall provide metering
quantities, in analog and/or digital form, to Interconnection
Customer upon request. Interconnection Customer shall bear all
reasonable documented costs associated with the purchase,
installation, operation, testing and maintenance of the Metering
Equipment.
    7.2 Check Meters. Interconnection Customer, at its option and
expense, may install and operate, on its premises and on its side of
the Point of Interconnection, one or more check meters to check
Transmission Provider's meters. Such check meters shall be for check
purposes only and shall not be used for the measurement of power
flows for purposes of this LGIA, except as provided in Article 7.4
below. The check meters shall be subject at all reasonable times to
inspection and examination by Transmission Provider or its designee.
The installation, operation and maintenance thereof shall be
performed entirely by Interconnection Customer in accordance with
Good Utility Practice.
    7.3 Standards. Transmission Provider shall install, calibrate,
and test revenue quality Metering Equipment in accordance with
applicable ANSI standards.
    7.4 Testing of Metering Equipment. Transmission Provider shall
inspect and test all Transmission Provider-owned Metering Equipment
upon installation and at least once every two (2) years thereafter.
If requested to do so by Interconnection Customer, Transmission
Provider shall, at Interconnection Customer's expense, inspect or
test Metering Equipment more frequently than every two (2) years.
Transmission Provider shall give reasonable notice of the time when
any inspection or test shall take place, and Interconnection
Customer may have representatives present at the test or inspection.
If at any time Metering Equipment is found to be inaccurate or
defective, it shall be adjusted, repaired or replaced at
Interconnection Customer's expense, in order to provide accurate
metering, unless the inaccuracy or defect is due to Transmission
Provider's failure to maintain, then Transmission Provider shall
pay. If Metering Equipment fails to register,

or if the measurement made by Metering Equipment during a test
varies by more than two percent from the measurement made by the
standard meter used in the test, Transmission Provider shall adjust
the measurements by correcting all measurements for the period
during which Metering Equipment was in error by using
Interconnection Customer's check meters, if installed. If no such
check meters are installed or if the period cannot be reasonably
ascertained, the adjustment shall be for the period immediately
preceding the test of the Metering Equipment equal to one-half the
time from the date of the last previous test of the Metering
Equipment.
    7.5 Metering Data. At Interconnection Customer's expense, the
metered data shall be telemetered to one or more locations
designated by Transmission Provider and one or more locations
designated by Interconnection Customer. Such telemetered data shall
be used, under normal operating conditions, as the official
measurement of the amount of energy delivered from the Large
Generating Facility to the Point of Interconnection.

Article 8. Communications

    8.1 Interconnection Customer Obligations. Interconnection
Customer shall maintain satisfactory operating communications with
Transmission Provider's Transmission System dispatcher or
representative designated by Transmission Provider. Interconnection
Customer shall provide standard voice line, dedicated voice line and
facsimile communications at its Large Generating Facility control
room or central dispatch facility through use of either the public
telephone system, or a voice communications system that does not
rely on the public telephone system. Interconnection Customer shall
also provide the dedicated data circuit(s) necessary to provide
Interconnection Customer data to Transmission Provider as set forth
in Appendix D, Security Arrangements Details. The data circuit(s)
shall extend from the Large Generating Facility to the location(s)
specified by Transmission Provider. Any required maintenance of such
communications equipment shall be performed by Interconnection
Customer. Operational communications shall be activated and
maintained under, but not be limited to, the following events:
system paralleling or separation, scheduled and unscheduled
shutdowns, equipment clearances, and hourly and daily load data.
    8.2 Remote Terminal Unit. Prior to the Initial Synchronization
Date of the Large Generating Facility, a Remote Terminal Unit, or
equivalent data collection and transfer equipment acceptable to the
Parties, shall be installed by Interconnection Customer, or by
Transmission Provider at Interconnection Customer's expense, to
gather accumulated and instantaneous data to be telemetered to the
location(s) designated by Transmission Provider through use of a
dedicated point-to-point data circuit(s) as indicated in Article
8.1. The communication protocol for the data circuit(s) shall be
specified by Transmission Provider. Instantaneous bi-directional
analog real power and reactive power flow information must be
telemetered directly to the location(s) specified by Transmission
Provider.
    Each Party will promptly advise the other Party if it detects or
otherwise learns of any metering, telemetry or communications
equipment errors or malfunctions that require the attention and/or
correction by the other Party. The Party owning such equipment shall
correct such error or malfunction as soon as reasonably feasible.
    8.3 No Annexation. Any and all equipment placed on the premises
of a Party shall be and remain the property of the Party providing
such equipment regardless of the mode and manner of annexation or
attachment to real property, unless otherwise mutually agreed by the
Parties.
    8.4 Provision of Data from a Variable Energy Resource. The
Interconnection Customer whose Generating Facility contains at least
one[is] Variable Energy Resource shall provide meteorological and
forced outage data to the Transmission Provider to the extent
necessary for the Transmission Provider's development and deployment
of power production forecasts for that class of Variable Energy
Resources. The Interconnection Customer with a Variable Energy
Resource having wind as the energy source, at a minimum, will be
required to provide the Transmission Provider with site-specific
meteorological data including: temperature, wind speed, wind
direction, and atmospheric pressure. The Interconnection Customer
with a Variable Energy Resource having solar as the energy source,
at a minimum, will be required to provide the Transmission Provider
with site-specific meteorological data including: temperature,
atmospheric pressure, and irradiance. The Transmission Provider and
Interconnection Customer whose Generating Facility contains [is] a
Variable Energy Resource shall mutually agree to any additional
meteorological data that are required for the development and
deployment of a power production forecast. The Interconnection
Customer whose Generating Facility contains [is] a Variable Energy
Resource also shall submit data to the Transmission Provider
regarding all forced outages to the extent necessary for the
Transmission Provider's development and deployment of power
production forecasts for that class of Variable Energy Resources.
The exact specifications of the meteorological and forced outage
data to be provided by the Interconnection Customer to the
Transmission Provider, including the frequency and timing of data
submittals, shall be made taking into account the size and
configuration of the Variable Energy Resource, its characteristics,
location, and its importance in maintaining generation resource
adequacy and transmission system reliability in its area. All
requirements for meteorological and forced outage data must be
commensurate with the power production forecasting employed by the
Transmission Provider. Such requirements for meteorological and
forced outage data are set forth in Appendix C, Interconnection
Details, of this LGIA, as they may change from time to time.

Article 9. Operations

    9.1 General. Each Party shall comply with the[Applicable
Reliability Council] Electric Reliability Organization requirements.
Each Party shall provide to the other Party all information that may
reasonably be required by the other Party to comply with Applicable
Laws and Regulations and Applicable Reliability Standards.
    9.2 [Control Area]Balancing Authority Area Notification. At
least three months before Initial Synchronization Date,
Interconnection Customer shall notify Transmission Provider in
writing of the [Control Area]Balancing Authority Area in which the
Large Generating Facility will be located. If Interconnection
Customer elects to locate the Large Generating Facility in a[Control
Area] Balancing Authority Area other than the [Control
Area]Balancing Authority Area in which the Large Generating Facility
is physically located, and if permitted to do so by the relevant
transmission tariffs, all necessary arrangements, including but not
limited to those set forth in Article 7 and Article 8 of this LGIA,
and remote [Control Area]Balancing Authority Area generator
interchange agreements, if applicable, and the appropriate measures
under such agreements, shall be executed and implemented prior to
the placement of the Large Generating Facility in the other [Control
Area]Balancing Authority Area.
    9.3 Transmission Provider Obligations. Transmission Provider
shall cause the Transmission System and Transmission Provider's
Interconnection Facilities to be operated, maintained and controlled
in a safe and reliable manner and in accordance with this LGIA.
Transmission Provider may provide operating instructions to
Interconnection Customer consistent with this LGIA and Transmission
Provider's operating protocols and procedures as they may change
from time to time. Transmission Provider will consider changes to
its operating protocols and procedures proposed by Interconnection
Customer.
    9.4 Interconnection Customer Obligations. Interconnection
Customer shall at its own expense operate, maintain and control the
Large Generating Facility and Interconnection Customer's
Interconnection Facilities in a safe and reliable manner and in
accordance with this LGIA. Interconnection Customer shall operate
the Large Generating Facility and Interconnection Customer's
Interconnection Facilities in accordance with all applicable
requirements of the [Control Area]Balancing Authority Area of which
it is part, as such requirements are set forth in Appendix C,
Interconnection Details, of this LGIA. Appendix C, Interconnection
Details, will be modified to reflect changes to the requirements as
they may change from time to time. Either Party may request that the
other Party provide copies of the requirements set forth in Appendix
C, Interconnection Details, of this LGIA.
    9.5 Start-Up and Synchronization. Consistent with the Parties'
mutually acceptable procedures, Interconnection Customer is
responsible for the proper synchronization of the Large Generating

Facility to Transmission Provider's Transmission System.
    9.6 Reactive Power and Primary Frequency Response.
    9.6.1 Power Factor Design Criteria.
    <IP_ADDRESS> Synchronous Generation. Interconnection Customer shall
design the Large Generating Facility to maintain a composite power
delivery at continuous rated power output at the Point of
Interconnection at a power factor within the range of 0.95 leading
to 0.95 lagging, unless [the]Transmission Provider has established
different requirements that apply to all synchronous generators in
the [Control Area]Balancing Authority Area on a comparable basis.
    <IP_ADDRESS> Non-Synchronous Generation. Interconnection Customer
shall design the Large Generating Facility to maintain a composite
power delivery at continuous rated power output at the high-side of
the generator substation at a power factor within the range of 0.95
leading to 0.95 lagging, unless[the] Transmission Provider has
established a different power factor range that applies to all non-
synchronous generators in the [Control Area]Balancing Authority Area
on a comparable basis. This power factor range standard shall be
dynamic and can be met using, for example, power electronics
designed to supply this level of reactive capability (taking into
account any limitations due to voltage level, real power output,
etc.) or fixed and switched capacitors, or a combination of the two.
This requirement shall only apply to newly interconnecting non-
synchronous generators that have not yet executed a Facilities Study
Agreement as of the effective date of the Final rule establishing
this requirement (Order No. 827).
    9.6.2 Voltage Schedules. Once Interconnection Customer has
synchronized the Large Generating Facility with the Transmission
System, Transmission Provider shall require Interconnection Customer
to operate the Large Generating Facility to produce or absorb
reactive power within the design limitations of the Large Generating
Facility set forth in Article 9.6.1 (Power Factor Design Criteria).
Transmission Provider's voltage schedules shall treat all sources of
reactive power in the [Control Area]Balancing Authority Area in an
equitable and not unduly discriminatory manner. Transmission
Provider shall exercise Reasonable Efforts to provide
Interconnection Customer with such schedules at least one (1) day in
advance, and may make changes to such schedules as necessary to
maintain the reliability of the Transmission System. Interconnection
Customer shall operate the Large Generating Facility to maintain the
specified output voltage or power factor at the Point of
Interconnection within the design limitations of the Large
Generating Facility set forth in Article 9.6.1 (Power Factor Design
Criteria). If Interconnection Customer is unable to maintain the
specified voltage or power factor, it shall promptly notify the
System Operator.
    <IP_ADDRESS> Voltage Regulators. Whenever the Large Generating
Facility is operated in parallel with the Transmission System and
voltage regulators are capable of operation, Interconnection
Customer shall operate the Large Generating Facility with its
voltage regulators in automatic operation. If the Large Generating
Facility's voltage regulators are not capable of such automatic
operation, Interconnection Customer shall immediately notify
Transmission Provider's system operator, or its designated
representative, and ensure that such Large Generating Facility's
reactive power production or absorption (measured in MVARs) are
within the design capability of the Large Generating Facility's
generating unit(s) and steady state stability limits.
Interconnection Customer shall not cause its Large Generating
Facility to disconnect automatically or instantaneously from the
Transmission System or trip any generating unit comprising the Large
Generating Facility for an under or over frequency condition unless
the abnormal frequency condition persists for a time period beyond
the limits set forth in ANSI/IEEE Standard C37.106, or such other
standard as applied to other generators in the [Control
Area]Balancing Authority Area on a comparable basis.
    9.6.3 Payment for Reactive Power. Transmission Provider is
required to pay Interconnection Customer for reactive power that
Interconnection Customer provides or absorbs from the Large
Generating Facility when Transmission Provider requests
Interconnection Customer to operate its Large Generating Facility
outside the range specified in Article 9.6.1, provided that if
Transmission Provider pays its own or affiliated generators for
reactive power service within the specified range, it must also pay
Interconnection Customer. Payments shall be pursuant to Article 11.6
or such other agreement to which the Parties have otherwise agreed.
    9.6.4 Primary Frequency Response. Interconnection Customer shall
ensure the primary frequency response capability of its Large
Generating Facility by installing, maintaining, and operating a
functioning governor or equivalent controls. The term ``functioning
governor or equivalent controls'' as used herein shall mean the
required hardware and/or software that provides frequency responsive
real power control with the ability to sense changes in system
frequency and autonomously adjust the Large Generating Facility's
real power output in accordance with the droop and deadband
parameters and in the direction needed to correct frequency
deviations. Interconnection Customer is required to install a
governor or equivalent controls with the capability of operating:
(1) with a maximum 5 percent droop and 0.036 Hz
deadband; or (2) in accordance with the relevant droop, deadband,
and timely and sustained response settings from an approved [NERC]
Electric Reliability Organization [R]reliability [S]standard
providing for equivalent or more stringent parameters. The droop
characteristic shall be: (1) based on the nameplate capacity of the
Large Generating Facility, and shall be linear in the range of
frequencies between 59 to 61 Hz that are outside of the deadband
parameter; or (2) based an approved [NERC] Electric Reliability
Organization [R]reliability [S]standard providing for an equivalent
or more stringent parameter. The deadband parameter shall be: the
range of frequencies above and below nominal (60 Hz) in which the
governor or equivalent controls is not expected to adjust the Large
Generating Facility's real power output in response to frequency
deviations. The deadband shall be implemented: (1) without a step to
the droop curve, that is, once the frequency deviation exceeds the
deadband parameter, the expected change in the Large Generating
Facility's real power output in response to frequency deviations
shall start from zero and then increase (for under-frequency
deviations) or decrease (for over-frequency deviations) linearly in
proportion to the magnitude of the frequency deviation; or (2) in
accordance with an approved [NERC] Electric Reliability Organization
[R]reliability [S]standard providing for an equivalent or more
stringent parameter. Interconnection Customer shall notify
Transmission Provider that the primary frequency response capability
of the Large Generating Facility has been tested and confirmed
during commissioning. Once Interconnection Customer has synchronized
the Large Generating Facility with the Transmission System,
Interconnection Customer shall operate the Large Generating Facility
consistent with the provisions specified in Sections <IP_ADDRESS> and
<IP_ADDRESS> of this Agreement. The primary frequency response
requirements contained herein shall apply to both synchronous and
non-synchronous Large Generating Facilities.
    <IP_ADDRESS> Governor or Equivalent Controls. Whenever the Large
Generating Facility is operated in parallel with the Transmission
System, Interconnection Customer shall operate the Large Generating
Facility with its governor or equivalent controls in service and
responsive to frequency. Interconnection Customer shall: (1) in
coordination with Transmission Provider and/or the relevant
balancing authority, set the deadband parameter to: (1) a maximum of
0.036 Hz and set the droop parameter to a maximum of 5
percent; or (2) implement the relevant droop and deadband settings
from an approved [NERC] Electric Reliability Organization
[R]reliability [S]standard that provides for equivalent or more
stringent parameters. Interconnection Customer shall be required to
provide the status and settings of the governor or equivalent
controls to Transmission Provider and/or the relevant balancing
authority upon request. If Interconnection Customer needs to operate
the Large Generating Facility with its governor or equivalent
controls not in service, Interconnection Customer shall immediately
notify Transmission Provider and the relevant balancing authority,
and provide both with the following information: (1) the operating
status of the governor or equivalent controls (i.e., whether it is
currently out of service or when it will be taken out of service);
(2) the reasons for removing the governor or equivalent controls
from service; and (3) a reasonable estimate of when the governor or
equivalent controls will be returned to service. Interconnection
Customer shall make Reasonable Efforts to return its governor or
equivalent controls into service as soon as practicable.
Interconnection Customer shall make

Reasonable Efforts to keep outages of the Large Generating
Facility's governor or equivalent controls to a minimum whenever the
Large Generating Facility is operated in parallel with the
Transmission System.
    <IP_ADDRESS> Timely and Sustained Response. Interconnection Customer
shall ensure that the Large Generating Facility's real power
response to sustained frequency deviations outside of the deadband
setting is automatically provided and shall begin immediately after
frequency deviates outside of the deadband, and to the extent the
Large Generating Facility has operating capability in the direction
needed to correct the frequency deviation. Interconnection Customer
shall not block or otherwise inhibit the ability of the governor or
equivalent controls to respond and shall ensure that the response is
not inhibited, except under certain operational constraints
including, but not limited to, ambient temperature limitations,
physical energy limitations, outages of mechanical equipment, or
regulatory requirements. The Large Generating Facility shall sustain
the real power response at least until system frequency returns to a
value within the deadband setting of the governor or equivalent
controls. A Commission-approved [R]reliability [S]standard with
equivalent or more stringent requirements shall supersede the above
requirements.
    <IP_ADDRESS> Exemptions. Large Generating Facilities that are
regulated by the United States Nuclear Regulatory Commission shall
be exempt from Sections 9.6.4, <IP_ADDRESS>, and <IP_ADDRESS> of this
Agreement. Large Generating Facilities that are behind the meter
generation that is sized-to-load (i.e., the thermal load and the
generation are near-balanced in real-time operation and the
generation is primarily controlled to maintain the unique thermal,
chemical, or mechanical output necessary for the operating
requirements of its host facility) shall be required to install
primary frequency response capability in accordance with the droop
and deadband capability requirements specified in Section 9.6.4, but
shall be otherwise exempt from the operating requirements in
Sections 9.6.4, <IP_ADDRESS>, <IP_ADDRESS>, and <IP_ADDRESS> of this Agreement.
    <IP_ADDRESS> Electric Storage Resources. Interconnection Customer
interconnecting a Generating Facility that contains an electric
storage resource shall establish an operating range in Appendix C of
its LGIA that specifies a minimum state of charge and a maximum
state of charge between which the electric storage resource will be
required to provide primary frequency response consistent with the
conditions set forth in Sections 9.6.4, <IP_ADDRESS>, <IP_ADDRESS> and <IP_ADDRESS>
of this Agreement. Appendix C shall specify whether the operating
range is static or dynamic, and shall consider (1) the expected
magnitude of frequency deviations in the interconnection; (2) the
expected duration that system frequency will remain outside of the
deadband parameter in the interconnection; (3) the expected
incidence of frequency deviations outside of the deadband parameter
in the interconnection; (4) the physical capabilities of the
electric storage resource; (5) operational limitations of the
electric storage resource due to manufacturer specifications; and
(6) any other relevant factors agreed to by Transmission Provider
and Interconnection Customer, and in consultation with the relevant
transmission owner or balancing authority as appropriate. If the
operating range is dynamic, then Appendix C must establish how
frequently the operating range will be reevaluated and the factors
that may be considered during its reevaluation.
    Interconnection Customer's electric storage resource is required
to provide timely and sustained primary frequency response
consistent with Section <IP_ADDRESS> of this Agreement when it is online
and dispatched to inject electricity to the Transmission System and/
or receive electricity from the Transmission System. This excludes
circumstances when the electric storage resource is not dispatched
to inject electricity to the Transmission System and/or dispatched
to receive electricity from the Transmission System. If
Interconnection Customer's electric storage resource is charging at
the time of a frequency deviation outside of its deadband parameter,
it is to increase (for over-frequency deviations) or decrease (for
under-frequency deviations) the rate at which it is charging in
accordance with its droop parameter. Interconnection Customer's
electric storage resource is not required to change from charging to
discharging, or vice versa, unless the response necessitated by the
droop and deadband settings requires it to do so and it is
technically capable of making such a transition.
    9.7 Outages and Interruptions.
    9.7.1 Outages.
    <IP_ADDRESS> Outage Authority and Coordination. Each Party may in
accordance with Good Utility Practice in coordination with the other
Party remove from service any of its respective Interconnection
Facilities or Network Upgrades that may impact the other Party's
facilities as necessary to perform maintenance or testing or to
install or replace equipment. Absent an Emergency Condition, the
Party scheduling a removal of such facility(ies) from service will
use Reasonable Efforts to schedule such removal on a date and time
mutually acceptable to the Parties. In all circumstances, any Party
planning to remove such facility(ies) from service shall use
Reasonable Efforts to minimize the effect on the other Party of such
removal.
    <IP_ADDRESS> Outage Schedules. Transmission Provider shall post
scheduled outages of its transmission facilities on the OASIS.
Interconnection Customer shall submit its planned maintenance
schedules for the Large Generating Facility to Transmission Provider
for a minimum of a rolling twenty-four month period. Interconnection
Customer shall update its planned maintenance schedules as
necessary. Transmission Provider may request Interconnection
Customer to reschedule its maintenance as necessary to maintain the
reliability of the Transmission System; provided, however, adequacy
of generation supply shall not be a criterion in determining
Transmission System reliability. Transmission Provider shall
compensate Interconnection Customer for any additional direct costs
that Interconnection Customer incurs as a result of having to
reschedule maintenance, including any additional overtime, breaking
of maintenance contracts or other costs above and beyond the cost
Interconnection Customer would have incurred absent Transmission
Provider's request to reschedule maintenance. Interconnection
Customer will not be eligible to receive compensation, if during the
twelve (12) months prior to the date of the scheduled maintenance,
Interconnection Customer had modified its schedule of maintenance
activities.
    <IP_ADDRESS> Outage Restoration. If an outage on a Party's
Interconnection Facilities or Network Upgrades adversely affects the
other Party's operations or facilities, the Party that owns or
controls the facility that is out of service shall use Reasonable
Efforts to promptly restore such facility(ies) to a normal operating
condition consistent with the nature of the outage. The Party that
owns or controls the facility that is out of service shall provide
the other Party, to the extent such information is known,
information on the nature of the Emergency Condition, an estimated
time of restoration, and any corrective actions required. Initial
verbal notice shall be followed up as soon as practicable with
written notice explaining the nature of the outage.
    9.7.2 Interruption of Service. If required by Good Utility
Practice to do so, Transmission Provider may require Interconnection
Customer to interrupt or reduce deliveries of electricity if such
delivery of electricity could adversely affect Transmission
Provider's ability to perform such activities as are necessary to
safely and reliably operate and maintain the Transmission System.
The following provisions shall apply to any interruption or
reduction permitted under this Article 9.7.2:
    <IP_ADDRESS> The interruption or reduction shall continue only for so
long as reasonably necessary under Good Utility Practice;
    <IP_ADDRESS> Any such interruption or reduction shall be made on an
equitable, non-discriminatory basis with respect to all generating
facilities directly connected to the Transmission System;
    <IP_ADDRESS> When the interruption or reduction must be made under
circumstances which do not allow for advance notice, Transmission
Provider shall notify Interconnection Customer by telephone as soon
as practicable of the reasons for the curtailment, interruption, or
reduction, and, if known, its expected duration. Telephone
notification shall be followed by written notification as soon as
practicable;
    <IP_ADDRESS> Except during the existence of an Emergency Condition,
when the interruption or reduction can be scheduled without advance
notice, Transmission Provider shall notify Interconnection Customer
in advance regarding the timing of such scheduling and further
notify Interconnection Customer of the expected duration.
Transmission Provider shall coordinate with Interconnection Customer
using Good Utility Practice to schedule the interruption or
reduction during periods of least impact to Interconnection Customer
and Transmission Provider;

    <IP_ADDRESS> The Parties shall cooperate and coordinate with each
other to the extent necessary in order to restore the Large
Generating Facility, Interconnection Facilities, and the
Transmission System to their normal operating state, consistent with
system conditions and Good Utility Practice.
    9.7.3 [Under-Frequency and Over Frequency Conditions]Ride
Through Capability and Performance. The Transmission System is
designed to automatically activate a load-shed program as required
by the[Applicable Reliability Council]Electric Reliability
Organization in the event of an underfrequency system disturbance.
Interconnection Customer shall implement under-frequency and over-
frequency relay set points for the Large Generating Facility as
required by the [Applicable Reliability Council] Electric
Reliability Organization to ensure frequency ``ride through''
capability of the Transmission System. Large Generating Facility
response to frequency deviations of pre-determined magnitudes, both
under-frequency and over-frequency deviations, shall be studied and
coordinated with Transmission Provider in accordance with Good
Utility Practice. Interconnection Customer shall also implement
under-voltage and over-voltage relay set points, or equivalent
electronic controls, as required by the Electric Reliability
Organization to ensure voltage ``ride through'' capability of the
Transmission System. The term ``ride through'' as used herein shall
mean the ability of a Large Generating Facility to stay connected to
and synchronized with the Transmission System during system
disturbances within a range of under-frequency, [and]over-frequency,
under-voltage, and over-voltage conditions, in accordance with Good
Utility Practice and consistent with any standards and guidelines
that are applied to other Generating Facilities in the Balancing
Authority Area on a comparable basis. For abnormal frequency
conditions and voltage conditions within the ``no trip zone''
defined by Reliability Standard PRC-024-3 or successor mandatory
ride through reliability standards, the non-synchronous Large
Generating Facility must ensure that, within any physical
limitations of the Large Generating Facility, its control and
protection settings are configured or set to (1) continue active
power production during disturbance and post disturbance periods at
pre-disturbance levels, unless providing primary frequency response
or fast frequency response; (2) minimize reductions in active power
and remain within dynamic voltage and current limits, if reactive
power priority mode is enabled, unless providing primary frequency
response or fast frequency response; (3) not artificially limit
dynamic reactive power capability during disturbances; and (4)
return to pre-disturbance active power levels without artificial
ramp rate limits if active power is reduced, unless providing
primary frequency response or fast frequency response.
    9.7.4 System Protection and Other Control Requirements.
    <IP_ADDRESS> System Protection Facilities. Interconnection Customer
shall, at its expense, install, operate and maintain System
Protection Facilities as a part of the Large Generating Facility or
Interconnection Customer's Interconnection Facilities. Transmission
Provider shall install at Interconnection Customer's expense any
System Protection Facilities that may be required on Transmission
Provider's Interconnection Facilities or the Transmission System as
a result of the interconnection of the Large Generating Facility and
Interconnection Customer's Interconnection Facilities.
    <IP_ADDRESS> Each Party's protection facilities shall be designed and
coordinated with other systems in accordance with Good Utility
Practice.
    <IP_ADDRESS> Each Party shall be responsible for protection of its
facilities consistent with Good Utility Practice.
    <IP_ADDRESS> Each Party's protective relay design shall incorporate
the necessary test switches to perform the tests required in Article
6. The required test switches will be placed such that they allow
operation of lockout relays while preventing breaker failure schemes
from operating and causing unnecessary breaker operations and/or the
tripping of Interconnection Customer's units.
    <IP_ADDRESS> Each Party will test, operate and maintain System
Protection Facilities in accordance with Good Utility Practice.
    <IP_ADDRESS> Prior to the In-Service Date, and again prior to the
Commercial Operation Date, each Party or its agent shall perform a
complete calibration test and functional trip test of the System
Protection Facilities. At intervals suggested by Good Utility
Practice and following any apparent malfunction of the System
Protection Facilities, each Party shall perform both calibration and
functional trip tests of its System Protection Facilities. These
tests do not require the tripping of any in-service generation unit.
These tests do, however, require that all protective relays and
lockout contacts be activated.
    9.7.5 Requirements for Protection. In compliance with Good
Utility Practice, Interconnection Customer shall provide, install,
own, and maintain relays, circuit breakers and all other devices
necessary to remove any fault contribution of the Large Generating
Facility to any short circuit occurring on the Transmission System
not otherwise isolated by Transmission Provider's equipment, such
that the removal of the fault contribution shall be coordinated with
the protective requirements of the Transmission System. Such
protective equipment shall include, without limitation, a
disconnecting device or switch with load-interrupting capability
located between the Large Generating Facility and the Transmission
System at a site selected upon mutual agreement (not to be
unreasonably withheld, conditioned or delayed) of the Parties.
Interconnection Customer shall be responsible for protection of the
Large Generating Facility and Interconnection Customer's other
equipment from such conditions as negative sequence currents, over-
or under-frequency, sudden load rejection, over- or under-voltage,
and generator loss-of-field. Interconnection Customer shall be
solely responsible to disconnect the Large Generating Facility and
Interconnection Customer's other equipment if conditions on the
Transmission System could adversely affect the Large Generating
Facility.
    9.7.6 Power Quality. Neither Party's facilities shall cause
excessive voltage flicker nor introduce excessive distortion to the
sinusoidal voltage or current waves as defined by ANSI Standard
C84.1-1989, in accordance with IEEE Standard 519, or any applicable
superseding electric industry standard. In the event of a conflict
between ANSI Standard C84.1-1989, or any applicable superseding
electric industry standard, ANSI Standard C84.1-1989, or the
applicable superseding electric industry standard, shall control.
    9.8 Switching and Tagging Rules. Each Party shall provide the
other Party a copy of its switching and tagging rules that are
applicable to the other Party's activities. Such switching and
tagging rules shall be developed on a non-discriminatory basis. The
Parties shall comply with applicable switching and tagging rules, as
amended from time to time, in obtaining clearances for work or for
switching operations on equipment.
    9.9 Use of Interconnection Facilities by Third Parties.
    9.9.1 Purpose of Interconnection Facilities. Except as may be
required by Applicable Laws and Regulations, or as otherwise agreed
to among the Parties, the Interconnection Facilities shall be
constructed for the sole purpose of interconnecting the Large
Generating Facility to the Transmission System and shall be used for
no other purpose.
    9.9.2 Third Party Users. If required by Applicable Laws and
Regulations or if the Parties mutually agree, such agreement not to
be unreasonably withheld, to allow one or more third parties to use
Transmission Provider's Interconnection Facilities, or any part
thereof, Interconnection Customer will be entitled to compensation
for the capital expenses it incurred in connection with the
Interconnection Facilities based upon the pro rata use of the
Interconnection Facilities by Transmission Provider, all third party
users, and Interconnection Customer, in accordance with Applicable
Laws and Regulations or upon some other mutually agreed upon
methodology. In addition, cost responsibility for ongoing costs,
including operation and maintenance costs associated with the
Interconnection Facilities, will be allocated between
Interconnection Customer and any third party users based upon the
pro rata use of the Interconnection Facilities by Transmission
Provider, all third party users, and Interconnection Customer, in
accordance with Applicable Laws and Regulations or upon some other
mutually agreed upon methodology. If the issue of such compensation
or allocation cannot be resolved through such negotiations, it shall
be submitted to FERC for resolution.
    9.10 Disturbance Analysis Data Exchange. The Parties will
cooperate with one another in the analysis of disturbances to either
the Large Generating Facility or Transmission Provider's
Transmission System by gathering and providing access to any
information relating to any disturbance, including information from
oscillography, protective

relay targets, breaker operations and sequence of events records,
and any disturbance information required by Good Utility Practice.

Article 10. Maintenance

    10.1 Transmission Provider Obligations. Transmission Provider
shall maintain the Transmission System and Transmission Provider's
Interconnection Facilities in a safe and reliable manner and in
accordance with this LGIA.
    10.2 Interconnection Customer Obligations. Interconnection
Customer shall maintain the Large Generating Facility and
Interconnection Customer's Interconnection Facilities in a safe and
reliable manner and in accordance with this LGIA.
    10.3 Coordination. The Parties shall confer regularly to
coordinate the planning, scheduling and performance of preventive
and corrective maintenance on the Large Generating Facility and the
Interconnection Facilities.
    10.4 Secondary Systems. Each Party shall cooperate with the
other in the inspection, maintenance, and testing of control or
power circuits that operate below 600 volts, AC or DC, including,
but not limited to, any hardware, control or protective devices,
cables, conductors, electric raceways, secondary equipment panels,
transducers, batteries, chargers, and voltage and current
transformers that directly affect the operation of a Party's
facilities and equipment which may reasonably be expected to impact
the other Party. Each Party shall provide advance notice to the
other Party before undertaking any work on such circuits, especially
on electrical circuits involving circuit breaker trip and close
contacts, current transformers, or potential transformers.
    10.5 Operating and Maintenance Expenses. Subject to the
provisions herein addressing the use of facilities by others, and
except for operations and maintenance expenses associated with
modifications made for providing interconnection or transmission
service to a third party and such third party pays for such
expenses, Interconnection Customer shall be responsible for all
reasonable expenses including overheads, associated with: (1)
owning, operating, maintaining, repairing, and replacing
Interconnection Customer's Interconnection Facilities; and (2)
operation, maintenance, repair and replacement of Transmission
Provider's Interconnection Facilities.

Article 11. Performance Obligation

    11.1 Interconnection Customer Interconnection Facilities.
Interconnection Customer shall design, procure, construct, install,
own and/or control Interconnection Customer Interconnection
Facilities described in Appendix A, Interconnection Facilities,
Network Upgrades and Distribution Upgrades, at its sole expense.
    11.2 Transmission Provider's Interconnection Facilities.
Transmission Provider or Transmission Owner shall design, procure,
construct, install, own and/or control the Transmission Provider's
Interconnection Facilities described in Appendix A, Interconnection
Facilities, Network Upgrades and Distribution Upgrades, at the sole
expense of the Interconnection Customer.
    11.3 Network Upgrades and Distribution Upgrades. Transmission
Provider or Transmission Owner shall design, procure, construct,
install, and own the Network Upgrades and Distribution Upgrades
described in Appendix A, Interconnection Facilities, Network
Upgrades and Distribution Upgrades. [The]Interconnection Customer
shall be responsible for all costs related to Distribution Upgrades.
Unless Transmission Provider or Transmission Owner elects to fund
the capital for the Network Upgrades, they shall be solely funded by
Interconnection Customer.
    11.4 Transmission Credits.
    11.4.1 Repayment of Amounts Advanced for Network Upgrades.
Interconnection Customer shall be entitled to a cash repayment,
equal to the total amount paid to Transmission Provider and Affected
System Operator, if any, for the Network Upgrades, including any tax
gross-up or other tax-related payments associated with Network
Upgrades, and not refunded to Interconnection Customer pursuant to
Article 5.17.8 or otherwise, to be paid to Interconnection Customer
on a dollar-for-dollar basis for the non-usage sensitive portion of
transmission charges, as payments are made under Transmission
Provider's Tariff and Affected System's Tariff for transmission
services with respect to the Large Generating Facility. Any
repayment shall include interest calculated in accordance with the
methodology set forth in FERC's regulations at 18 CFR
35.19a(a)(2)(iii) from the date of any payment for Network Upgrades
through the date on which the Interconnection Customer receives a
repayment of such payment pursuant to this subparagraph.
Interconnection Customer may assign such repayment rights to any
person.
    Notwithstanding the foregoing, Interconnection Customer,
Transmission Provider, and Affected System Operator may adopt any
alternative payment schedule that is mutually agreeable so long as
Transmission Provider and Affected System Operator take one of the
following actions no later than five years from the Commercial
Operation Date: (1) return to Interconnection Customer any amounts
advanced for Network Upgrades not previously repaid, or (2) declare
in writing that Transmission Provider or Affected System Operator
will continue to provide payments to Interconnection Customer on a
dollar-for-dollar basis for the non-usage sensitive portion of
transmission charges, or develop an alternative schedule that is
mutually agreeable and provides for the return of all amounts
advanced for Network Upgrades not previously repaid; however, full
reimbursement shall not extend beyond twenty (20) years from the
Commercial Operation Date.
    If the Large Generating Facility fails to achieve commercial
operation, but it or another Generating Facility is later
constructed and makes use of the Network Upgrades, Transmission
Provider and Affected System Operator shall at that time reimburse
Interconnection Customer for the amounts advanced for the Network
Upgrades. Before any such reimbursement can occur, the
Interconnection Customer, or the entity that ultimately constructs
the Generating Facility, if different, is responsible for
identifying the entity to which reimbursement must be made.
    11.4.2 Special Provisions for Affected Systems. Unless
Transmission Provider provides, under the LGIA, for the repayment of
amounts advanced to Affected System Operator for Network Upgrades,
Interconnection Customer and Affected System Operator shall enter
into an agreement that provides for such repayment. The agreement
shall specify the terms governing payments to be made by
Interconnection Customer to the Affected System Operator as well as
the repayment by the Affected System Operator.
    11.4.3 Notwithstanding any other provision of this LGIA, nothing
herein shall be construed as relinquishing or foreclosing any
rights, including but not limited to firm transmission rights,
capacity rights, transmission congestion rights, or transmission
credits, that Interconnection Customer, shall be entitled to, now or
in the future under any other agreement or tariff as a result of, or
otherwise associated with, the transmission capacity, if any,
created by the Network Upgrades, including the right to obtain cash
reimbursements or transmission credits for transmission service that
is not associated with the Large Generating Facility.
    11.5 Provision of Security. At least thirty (30) Calendar Days
prior to the commencement of the procurement, installation, or
construction of a discrete portion of a Transmission Provider's
Interconnection Facilities, Network Upgrades, or Distribution
Upgrades, Interconnection Customer shall provide Transmission
Provider, at Interconnection Customer's option, a guarantee, a
surety bond, letter of credit or other form of security that is
reasonably acceptable to Transmission Provider and is consistent
with the Uniform Commercial Code of the jurisdiction identified in
Article 14.2.1. Such security for payment, as specified in Appendix
B of this LGIA, shall be in an amount sufficient to cover the costs
for constructing, procuring and installing the applicable portion of
Transmission Provider's Interconnection Facilities, Network
Upgrades, or Distribution Upgrades and shall be reduced on a dollar-
for-dollar basis for payments made to Transmission Provider for
these purposes. Transmission Provider must use the LGIA Deposit
required in Section 11.3 of the LGIP before requiring
Interconnection Customer to submit security in addition to that LGIA
Deposit. Transmission Provider must specify, in Appendix B of this
LGIA, the dates for which Interconnection Customer must provide
additional security for construction of each discrete portion of
Transmission Provider's Interconnection Facilities, Network
Upgrades, or Distribution Upgrades and Interconnection Customer must
provide such additional security.
    In addition:
    11.5.1 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

Interconnection Customer, up to an agreed-to maximum amount.
    11.5.2 The letter of credit must be issued by a financial
institution reasonably acceptable to Transmission Provider and must
specify a reasonable expiration date.
    11.5.3 The surety bond must be issued by an insurer reasonably
acceptable to Transmission Provider and must specify a reasonable
expiration date.
    11.6 Interconnection Customer Compensation. If Transmission
Provider requests or directs Interconnection Customer to provide a
service pursuant to Articles 9.6.3 (Payment for Reactive Power), or
13.5.1 of this LGIA, Transmission Provider shall compensate
Interconnection Customer in accordance with Interconnection
Customer's applicable rate schedule then in effect unless the
provision of such service(s) is subject to an RTO or ISO FERC-
approved rate schedule. Interconnection Customer shall serve
Transmission Provider or RTO or ISO with any filing of a proposed
rate schedule at the time of such filing with FERC. To the extent
that no rate schedule is in effect at the time the Interconnection
Customer is required to provide or absorb any Reactive Power under
this LGIA, Transmission Provider agrees to compensate
Interconnection Customer in such amount as would have been due
Interconnection Customer had the rate schedule been in effect at the
time service commenced; provided, however, that such rate schedule
must be filed at FERC or other appropriate Governmental Authority
within sixty (60) Calendar Days of the commencement of service.
    11.6.1 Interconnection Customer Compensation for Actions During
Emergency Condition. Transmission Provider or RTO or ISO shall
compensate Interconnection Customer for its provision of real and
reactive power and other Emergency Condition services that
Interconnection Customer provides to support the Transmission System
during an Emergency Condition in accordance with Article 11.6.

Article 12. Invoice

    12.1 General. Each Party shall submit to the other Party, on a
monthly basis, invoices of amounts due 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 the other Party under this LGIA, including interest
payments or credits, shall be netted so that only the net amount
remaining due shall be paid by the owing Party.
    12.2 Final Invoice. Within six months after completion of the
construction of Transmission Provider's Interconnection Facilities
and the Network Upgrades, Transmission Provider shall provide an
invoice of the final cost of the construction of Transmission
Provider's Interconnection Facilities and the Network Upgrades and
shall set forth such costs in sufficient detail to enable
Interconnection Customer to compare the actual costs with the
estimates and to ascertain deviations, if any, from the cost
estimates. Transmission Provider shall refund to Interconnection
Customer any amount by which the actual payment by Interconnection
Customer for estimated costs exceeds the actual costs of
construction within thirty (30) Calendar Days of the issuance of
such final construction invoice.
    12.3 Payment. Invoices shall be rendered to the paying Party at
the address specified in Appendix F. 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 either
Party will not constitute a waiver of any rights or claims either
Party may have under this LGIA.
    12.4 Disputes. In the event of a billing dispute between
Transmission Provider and Interconnection Customer, Transmission
Provider shall continue to provide Interconnection Service under
this LGIA as long as Interconnection Customer: (i) continues to make
all payments not in dispute; and (ii) pays to Transmission Provider
or into an independent escrow account the portion of the invoice in
dispute, pending resolution of such dispute. If Interconnection
Customer fails to meet these two requirements for continuation of
service, then Transmission Provider may provide notice to
Interconnection Customer of a Default pursuant to Article 17. Within
thirty (30) Calendar Days after the resolution of the dispute, the
Party that owes money to the other Party shall pay the amount due
with interest calculated in accord with the methodology set forth in
FERC's regulations at 18 CFR 35.19a(a)(2)(iii).

Article 13. Emergencies

    13.1 Definition. ``Emergency Condition'' shall mean a condition
or situation: (i) that in the judgment of the Party making the claim
is imminently likely to endanger life or property; or (ii) that, in
the case of 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 the Transmission
System, Transmission Provider's Interconnection Facilities or the
Transmission Systems of others to which the Transmission System is
directly connected; or (iii) 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 Large 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 this LGIA to possess black start capability.
    13.2 Obligations. Each Party shall comply with the Emergency
Condition procedures of the applicable ISO/RTO, [NERC,] the
[Applicable Reliability Council]Electric Reliability Organization,
Applicable Laws and Regulations, and any emergency procedures agreed
to by the Joint Operating Committee.
    13.3 Notice. Transmission Provider shall notify Interconnection
Customer promptly when it becomes aware of an Emergency Condition
that affects Transmission Provider's Interconnection Facilities or
the Transmission System that may reasonably be expected to affect
Interconnection Customer's operation of the Large Generating
Facility or Interconnection Customer's Interconnection Facilities.
Interconnection Customer shall notify Transmission Provider promptly
when it becomes aware of an Emergency Condition that affects the
Large Generating Facility or Interconnection Customer's
Interconnection Facilities that may reasonably be expected to affect
the Transmission System or Transmission Provider's Interconnection
Facilities. To the extent information is known, the notification
shall describe the Emergency Condition, the extent of the damage or
deficiency, the expected effect on the operation of Interconnection
Customer's or Transmission Provider's facilities and operations, its
anticipated duration and the corrective action taken and/or to be
taken. The initial notice shall be followed as soon as practicable
with written notice.
    13.4 Immediate Action. Unless, in Interconnection Customer's
reasonable judgment, immediate action is required, Interconnection
Customer shall obtain the consent of Transmission Provider, such
consent to not be unreasonably withheld, prior to performing any
manual switching operations at the Large Generating Facility or
Interconnection Customer's Interconnection Facilities in response to
an Emergency Condition either declared by Transmission Provider or
otherwise regarding the Transmission System.
    13.5 Transmission Provider Authority.
    13.5.1 General. Transmission Provider may take whatever actions
or inactions with regard to the Transmission System or Transmission
Provider's Interconnection Facilities it deems necessary during an
Emergency Condition in order to (i) preserve public health and
safety, (ii) preserve the reliability of the Transmission System or
Transmission Provider's Interconnection Facilities, (iii) limit or
prevent damage, and (iv) expedite restoration of service.
    Transmission Provider shall use Reasonable Efforts to minimize
the effect of such actions or inactions on the Large Generating
Facility or Interconnection Customer's Interconnection Facilities.
Transmission Provider may, on the basis of technical considerations,
require the Large Generating Facility to mitigate an Emergency
Condition by taking actions necessary and limited in scope to remedy
the Emergency Condition, including, but not limited to, directing
Interconnection Customer to shut-down, start-up, increase or
decrease the real or reactive power output of the Large Generating
Facility; implementing a reduction or disconnection pursuant to
Article 13.5.2; directing Interconnection Customer to assist with
blackstart (if available) or restoration efforts; or altering the
outage schedules of the Large Generating Facility and
Interconnection Customer's Interconnection Facilities.
Interconnection Customer shall comply with all of Transmission
Provider's operating

instructions concerning Large Generating Facility real power and
reactive power output within the manufacturer's design limitations
of the Large Generating Facility's equipment that is in service and
physically available for operation at the time, in compliance with
Applicable Laws and Regulations.
    13.5.2 Reduction and Disconnection. Transmission Provider may
reduce Interconnection Service or disconnect the Large Generating
Facility or Interconnection Customer's Interconnection Facilities,
when such, reduction or disconnection is necessary under Good
Utility Practice due to Emergency Conditions. These rights are
separate and distinct from any right of curtailment of Transmission
Provider pursuant to Transmission Provider's Tariff. When
Transmission Provider can schedule the reduction or disconnection in
advance, Transmission Provider shall notify Interconnection Customer
of the reasons, timing and expected duration of the reduction or
disconnection. Transmission Provider shall coordinate with
Interconnection Customer using Good Utility Practice to schedule the
reduction or disconnection during periods of least impact to
Interconnection Customer and Transmission Provider. Any reduction or
disconnection shall continue only for so long as reasonably
necessary under Good Utility Practice. The Parties shall cooperate
with each other to restore the Large Generating Facility, the
Interconnection Facilities, and the Transmission System to their
normal operating state as soon as practicable consistent with Good
Utility Practice.
    13.6 Interconnection Customer Authority. Consistent with Good
Utility Practice and the LGIA and the LGIP, Interconnection Customer
may take actions or inactions with regard to the Large Generating
Facility or Interconnection Customer's Interconnection Facilities
during an Emergency Condition in order to (i) preserve public health
and safety, (ii) preserve the reliability of the Large Generating
Facility or Interconnection Customer's Interconnection Facilities,
(iii) limit or prevent damage, and (iv) expedite restoration of
service. Interconnection Customer shall use Reasonable Efforts to
minimize the effect of such actions or inactions on the Transmission
System and Transmission Provider's Interconnection Facilities.
Transmission Provider shall use Reasonable Efforts to assist
Interconnection Customer in such actions.
    13.7 Limited Liability. Except as otherwise provided in Article
11.6.1 of this LGIA, neither Party shall be liable to the other for
any action it takes in responding to an Emergency Condition so long
as such action is made in good faith and is consistent with Good
Utility Practice.

Article 14. Regulatory Requirements and Governing Law

    14.1 Regulatory Requirements. Each Party's obligations under
this LGIA shall be subject to its receipt of any required approval
or certificate from one or more Governmental Authorities in the form
and substance satisfactory to the applying Party, or the Party
making any required filings with, or providing notice to, such
Governmental Authorities, and the expiration of any time period
associated therewith. Each Party shall in good faith seek and use
its Reasonable Efforts to obtain such other approvals. Nothing in
this LGIA shall require Interconnection Customer to take any action
that could result in its inability to obtain, or its loss of, status
or exemption under the Federal Power Act, the Public Utility Holding
Company Act of 1935, as amended, or the Public Utility Regulatory
Policies Act of 1978.
    14.2 Governing Law.
    14.2.1 The validity, interpretation and performance of this LGIA
and each of its provisions shall be governed by the laws of the
state where the Point of Interconnection is located, without regard
to its conflicts of law principles.
    14.2.2 This LGIA is subject to all Applicable Laws and
Regulations.
    14.2.3 Each Party expressly reserves the right to seek changes
in, appeal, or otherwise contest any laws, orders, rules, or
regulations of a Governmental Authority.

Article 15. Notices

    15.1 General. Unless otherwise provided in this LGIA, any
notice, demand or request required or permitted to be given by
either Party to the other and any instrument required or permitted
to be tendered or delivered by either Party in writing to the other
shall be effective when delivered and may be so given, tendered or
delivered, by recognized national courier, or by depositing the same
with the United States Postal Service with postage prepaid, for
delivery by certified or registered mail, addressed to the Party, or
personally delivered to the Party, at the address set out in
Appendix F, Addresses for Delivery of Notices and Billings.
    Either Party may change the notice information in this LGIA by
giving five (5) Business Days written notice prior to the effective
date of the change.
    15.2 Billings and Payments. Billings and payments shall be sent
to the addresses set out in Appendix F.
    15.3 Alternative Forms of Notice. Any notice or request required
or permitted to be given by a Party to the other 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 in Appendix F.
    15.4 Operations and Maintenance Notice. Each Party shall notify
the other Party in writing of the identity of the person(s) that it
designates as the point(s) of contact with respect to the
implementation of Articles 9 and 10.

Article 16. Force Majeure

    16.1 Force Majeure.
    16.1.1 Economic hardship is not considered a Force Majeure
event.
    16.1.2 Neither Party shall be considered to be in Default with
respect to any obligation hereunder, (including obligations under
Article 4), other than the obligation to pay money when due, if
prevented from fulfilling such obligation by Force Majeure. A Party
unable to fulfill any obligation hereunder (other than an obligation
to pay money when due) by reason of Force Majeure shall give notice
and the full particulars of such Force Majeure to the other Party in
writing or by telephone as soon as reasonably possible after the
occurrence of the cause relied upon. Telephone notices given
pursuant to this article shall be confirmed in writing as soon as
reasonably possible and shall specifically state full particulars of
the Force Majeure, the time and date when the Force Majeure occurred
and when the Force Majeure is reasonably expected to cease. The
Party affected shall exercise due diligence to remove such
disability with reasonable dispatch, but shall not be required to
accede or agree to any provision not satisfactory to it in order to
settle and terminate a strike or other labor disturbance.

Article 17. Default

    17.1 Default.
    17.1.1 General. No Default shall exist where such failure to
discharge an obligation (other than the payment of money) is the
result of Force Majeure as defined in this LGIA or the result of an
act of omission of the other Party. Upon a Breach, the non-breaching
Party shall give written notice of such Breach to the breaching
Party. Except as provided in Article 17.1.2, the breaching Party
shall have thirty (30) Calendar Days from receipt of the Default
notice within which to cure such Breach; provided however, if such
Breach is not capable of cure within thirty (30) Calendar Days, the
breaching Party shall commence such cure within thirty (30) Calendar
Days after notice and continuously and diligently complete such cure
within ninety (90) Calendar Days from receipt of the Default notice;
and, if cured within such time, the Breach specified in such notice
shall cease to exist.
    17.1.2 Right to Terminate. If a Breach is not cured as provided
in this article, or if a Breach is not capable of being cured within
the period provided for herein, the non-breaching Party shall have
the right to declare a Default and terminate this LGIA by written
notice at any time until cure occurs, and be relieved of any further
obligation hereunder and, whether or not that Party terminates this
LGIA, to recover from the breaching Party all amounts due hereunder,
plus all other damages and remedies to which it is entitled at law
or in equity. The provisions of this article will survive
termination of this LGIA.
    17.2 Violation of Operating Assumptions for Generating
Facilities. If Transmission Provider requires Interconnection
Customer to memorialize the operating assumptions for the charging
behavior of a Generating Facility that includes at least one
electric storage resource in Appendix H of this LGIA, Transmission
Provider may consider Interconnection Customer to be in Breach of
the LGIA if Interconnection Customer fails to operate the Generating
Facility in accordance with those operating assumptions for charging
behavior. However, if Interconnection Customer operates contrary to
the operating assumptions for charging behavior specified in
Appendix H of this LGIA at the direction of Transmission Provider,
Transmission Provider shall not consider Interconnection Customer in
Breach of this LGIA.

Article 18. Indemnity, Consequential Damages and Insurance

    18.1 Indemnity. The Parties shall at all times indemnify,
defend, and hold the other Party harmless from, any and all damages,
losses, claims, including claims and actions 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 action or inactions of its
obligations under this LGIA on behalf of the Indemnifying Party,
except in cases of gross negligence or intentional wrongdoing by the
indemnified Party.
    18.1.1 Indemnified Person. If an Indemnified Person is entitled
to indemnification under this Article 18 as a result of a claim by a
third party, and the Indemnifying Party fails, after notice and
reasonable opportunity to proceed under Article 18.1, to assume the
defense of such claim, such Indemnified Person may at the expense of
the Indemnifying Party contest, settle or consent to the entry of
any judgment with respect to, or pay in full, such claim.
    18.1.2 Indemnifying Party. If an Indemnifying Party is obligated
to indemnify and hold any Indemnified Person harmless under this
Article 18, the amount owing to the Indemnified Person shall be the
amount of such Indemnified Person's actual Loss, net of any
insurance or other recovery.
    18.1.3 Indemnity Procedures. Promptly after receipt by an
Indemnified Person of any claim or notice of the commencement of any
action or administrative or legal proceeding or investigation as to
which the indemnity provided for in Article 18.1 may apply, the
Indemnified Person shall notify the Indemnifying Party of such fact.
Any failure of or delay in such notification shall not affect a
Party's indemnification obligation unless such failure or delay is
materially prejudicial to the Indemnifying Party.
    The Indemnifying Party shall have the right to assume the
defense thereof with counsel designated by such Indemnifying Party
and reasonably satisfactory to the Indemnified Person. If the
defendants in any such action include one or more Indemnified
Persons and the Indemnifying Party and if the Indemnified Person
reasonably concludes that there may be legal defenses available to
it and/or other Indemnified Persons which are different from or
additional to those available to the Indemnifying Party, the
Indemnified Person shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate in the
defense of such action on its own behalf. In such instances, the
Indemnifying Party shall only be required to pay the fees and
expenses of one additional attorney to represent an Indemnified
Person or Indemnified Persons having such differing or additional
legal defenses.
    The Indemnified Person shall be entitled, at its expense, to
participate in any such action, suit or proceeding, the defense of
which has been assumed by the Indemnifying Party. Notwithstanding
the foregoing, the Indemnifying Party (i) shall not be entitled to
assume and control the defense of any such action, suit or
proceedings if and to the extent that, in the opinion of the
Indemnified Person and its counsel, such action, suit or proceeding
involves the potential imposition of criminal liability on the
Indemnified Person, or there exists a conflict or adversity of
interest between the Indemnified Person and the Indemnifying Party,
in such event the Indemnifying Party shall pay the reasonable
expenses of the Indemnified Person, and (ii) shall not settle or
consent to the entry of any judgment in any action, suit or
proceeding without the consent of the Indemnified Person, which
shall not be reasonably withheld, conditioned or delayed.
    18.2 Consequential Damages. Other than the Liquidated Damages
heretofore described, in no event shall either Party be liable under
any provision of this LGIA for any losses, damages, costs or
expenses for any special, indirect, incidental, consequential, or
punitive damages, including but not limited to loss of profit or
revenue, loss of the use of equipment, cost of capital, cost of
temporary equipment or services, whether based in whole or in part
in contract, in tort, including negligence, strict liability, or any
other theory of liability; provided, however, that damages for which
a Party may be liable to the other Party under another agreement
will not be considered to be special, indirect, incidental, or
consequential damages hereunder.
    18.3 Insurance. Each party shall, at its own expense, maintain
in force throughout the period of this LGIA, and until released by
the other Party, the following minimum insurance coverages, with
insurers authorized to do business in the state where the Point of
Interconnection is located:
    18.3.1 Employers' Liability and Workers' Compensation Insurance
providing statutory benefits in accordance with the laws and
regulations of the state in which the Point of Interconnection is
located.
    18.3.2 Commercial General Liability Insurance including premises
and operations, personal injury, broad form property damage, broad
form blanket contractual liability coverage (including coverage for
the contractual indemnification) products and completed operations
coverage, coverage for explosion, collapse and underground hazards,
independent contractors coverage, coverage for pollution to the
extent normally available and punitive damages to the extent
normally available and a cross liability endorsement, with minimum
limits of One Million Dollars ($1,000,000) per occurrence/One
Million Dollars ($1,000,000) aggregate combined single limit for
personal injury, bodily injury, including death and property damage.
    18.3.3 Comprehensive Automobile Liability Insurance for coverage
of owned and non-owned and hired vehicles, trailers or semi-trailers
designed for travel on public roads, with a minimum, combined single
limit of One Million Dollars ($1,000,000) per occurrence for bodily
injury, including death, and property damage.
    18.3.4 Excess Public Liability Insurance over and above the
Employers' Liability Commercial General Liability and Comprehensive
Automobile Liability Insurance coverage, with a minimum combined
single limit of Twenty Million Dollars ($20,000,000) per occurrence/
Twenty Million Dollars ($20,000,000) aggregate.
    18.3.5 The Commercial General Liability Insurance, Comprehensive
Automobile Insurance and Excess Public Liability Insurance policies
shall name the other Party, its parent, associated and Affiliate
companies and their respective directors, officers, agents, servants
and employees (``Other Party Group'') as additional insured. All
policies shall contain provisions whereby the insurers waive all
rights of subrogation in accordance with the provisions of this LGIA
against the Other Party Group and provide thirty (30) Calendar Days
advance written notice to the Other Party Group prior to anniversary
date of cancellation or any material change in coverage or
condition.
    18.3.6 The Commercial General Liability Insurance, Comprehensive
Automobile Liability Insurance and Excess Public Liability Insurance
policies shall contain provisions that specify that the policies are
primary and shall apply to such extent without consideration for
other policies separately carried and shall state that each insured