ER26-3552-000 · 2026-08-18 · Midcontinent Independent System Operator, Inc.
Tab D - Redline ZGIA to pro forma GIA.pdf
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MISO
Attachment X: Appendix 619
FERC Electric Tariff
GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
11031.0.0
APPENDIX 619 TO GIP
GENERATORZG INTERCONNECTION AGREEMENT (GIAZGIA)
THIS GENERATOR INTERCONNECTIONZG INTERCONNECTION
AGREEMENT (“GIAZGIA”) is made and entered into this ____ day of ________ 20__, by and
between ________________, a ______________________ organized and existing under the
laws of the State/Commonwealth of _____________________ (“Interconnection Customer”
with a Generating Facility), and __________________________, a [corporation] organized and
existing under the laws of the State/Commonwealth of ____________ (“Transmission Owner”),
and the Midcontinent Independent System Operator, Inc., a non-profit, non-stock corporation
organized and existing under the laws of the State of Delaware (“Transmission Provider”).
Interconnection Customer, Transmission Owner and Transmission Provider each may be referred
to as a “Party,” or collectively as the “Parties.”
RECITALS
WHEREAS, Transmission Provider has functional control of the operations of the
Transmission System, as defined herein and according to NERC’s Rules of Procedure, and is
responsible for providing Transmission Service and Interconnection Service on the transmission
facilities under its control; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and operate
the Generating Facility identified as a Generating Facility in Appendix A to this GIAZGIA; and
WHEREAS, Interconnection Customer will use the output of its Generating Facility to
serve the ZG Associated Load identified in Appendix A of this Agreement and otherwise will
not inject energy onto the Transmission System; and
WHEREAS, Transmission Owner owns or operates the Transmission System, whose
operations are subject to the functional control of Transmission Provider, to which
Interconnection Customer desires to connect the Generating Facility, and may therefore be
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Attachment X: Appendix 619
FERC Electric Tariff
GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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required to construct certain Interconnection Facilities and Network Upgrades, as set forth in this
GIAZGIA; and
WHEREAS, Interconnection Customer, Transmission Owner and Transmission Provider
have agreed to enter into this GIA, and where applicable subject to Appendix H for a Provisional
Generator Interconnection Agreement,ZGIA for the purpose of interconnecting the Generating
Facility with the Transmission System;
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained
herein, it is agreed:
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Attachment X: Appendix 619
FERC Electric Tariff
GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
11031.0.0
ARTICLE 1. DEFINITIONS
When used in this GIAZGIA, terms with initial capitalization that are not defined in
Article 1 shall have the meanings specified in the Article in which they are used. Those
capitalized terms used in this GIAZGIA that are not otherwise defined in this GIAZGIA have the
meaning set forth in the Tariff.
10 kW Inverter Process shall mean the procedure for evaluating an Interconnection
Request for a certified inverter-based Small Generating Facility no larger than 10 kW that uses
the screen set forth in Section 14.
Adverse System Impact shall mean the negative effects due to technical or operational
limits on conductors or equipment being exceeded that may compromise the safety and
reliability of the electric system.
Affected System(s) shall mean an electric transmission system or the electric system
associated with an Existing Generating Facility or of a higher queued Generating Facility, which
is an electric system other than the Transmission Provider’s Transmission System that is affected
by the Interconnection Request. An Affected System may or may not be subject to FERC
jurisdiction.
Affected System Interconnection Customer shall mean any entity that submits an
interconnection request for a Generating Facility to a transmission system other than
Transmission Provider’s Transmission System that may cause the need for Affected System
Network Upgrades on the Transmission Provider’s Transmission System.
Affected System Network Upgrades shall mean the additions, modifications, and
upgrades to Transmission Provider’s Transmission System required to accommodate Affected
System Interconnection Customer’s proposed interconnection to a transmission system other
than Transmission Provider’s Transmission System.
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Attachment X: Appendix 619
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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Affected System Operator shall mean the entity that operates an Affected System.
Affected System Queue Position shall mean the queue position of an Affected System
Interconnection Customer in Transmission Provider’s interconnection queue relative to
Transmission Provider’s Interconnection Customers’ Queue Position.
Affected System Study shall mean the evaluation of Affected System Interconnection
Customers’ proposed interconnection(s) to a transmission system other than the Transmission
Provider’s Transmission System that have an impact on Transmission Provider’s Transmission
System, as described in Section 8 of this GIP.
Affected System Study Agreement shall mean the agreement contained in Appendix 16
to the GIP that is made between Transmission Provider and host transmission provider, in
absence of a JOA, JPA, or other agreement filed with the Commission, as noted in Section 8 of
the GIP.
Affected System Study Report shall mean the report issued following completion of an
Affected System Study.
Affiliate shall mean, with respect to a corporation, partnership or other entity, each such
other corporation, partnership or other entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such corporation,
partnership or other entity.
Ancillary Services shall mean those services that are necessary to support the
transmission of capacity and energy from resources to loads while maintaining reliable operation
of the Transmission System in accordance with Good Utility Practice.
Applicable Laws and Regulations shall mean all duly promulgated applicable federal,
state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or
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judicial or administrative orders, permits and other duly authorized actions of any Governmental
Authority having jurisdiction over the Parties, their respective facilities and/or the respective
services they provide.
Applicable Reliability Standards shall mean the requirements and guidelines of the
Electric Reliability Organization and the Balancing Authority Area of the Transmission System
to which the Generating Facility is directly interconnected.
Balancing Authority shall mean an entity that integrates resource plans ahead of time,
maintains demand and resource balance within a Balancing Authority Area, and supports
interconnection frequency in real time.
Balancing Authority Area shall mean the collection of generation, transmission, and
loads within the metered boundaries of the Balancing Authority. The Balancing Authority
maintains load-resource balance within this area.
Base Case shall mean the base case power flow, short circuit, and stability databases
used for the Interconnection Studies by Transmission Provider or Interconnection Customer.
Base Case Data shall mean base case power flow, short circuit and stability databases,
including all underlying assumptions, and contingency lists. Such databases and lists, hereinafter
referred to as Base Cases, shall include all (1) generation projects and (2) transmission projects,
including merchant transmission projects that are proposed for the Transmission System for
which a transmission expansion plan has been submitted and approved by the MISO Board.
Breach shall mean the failure of a Party to perform or observe any material term or
condition of this GIA.
Breaching Party shall mean a Party that is in Breach of this GIA.
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Business Day shall mean Monday through Friday, excluding Federal Holidays.
Calendar Day shall mean any day including Saturday, Sunday or a Federal Holiday. In
the event that a period specified in this GIA is calculated in Calendar Days ends on a non-
business day, such period shall be deemed to conclude on the following business day.
Cluster shall mean a group of one or more Interconnection Requests that are studied
together for the purpose of conducting a Group Study.
Commercial Operation shall mean the status of a Generating Facility that has
commenced generating electricity for sale, excluding electricity generated during Trial
Operation.
Commercial Operation Date (COD) of a unit shall mean the date on which the
Generating Facility commences Commercial Operation as agreed to by the Parties pursuant to
Appendix E to this GIA.
Commitment Projection shall mean a projection of the number of MW expected to
commit to the JTIQ Portfolio from ERAS and all DPP study clusters that already have passed
DP1 as described in Section 9.4.2.e.ii of Rate Schedule 6 (MISO SPP-JOA).
Common Use Upgrade (CUU) shall mean an Interconnection Facility, Network
Upgrade, System Protection Facility, or any other classified addition, alteration, or improvement
on the Transmission System or the transmission system of an Affected System, not classified
under Attachment FF as a Baseline Reliability Project, Market Efficiency Project, or Multi-Value
Project, that is needed for the interconnection of multiple Interconnection Customers’ Generating
Facilities and which is the shared responsibility of such Interconnection Customers.
Confidential Information shall mean any proprietary or commercially or competitively
sensitive information, trade secret or information regarding a plan, specification, pattern,
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procedure, design, device, list, concept, policy or compilation relating to the present or planned
business of a Party, or any other information as specified in Article 22, which is designated as
confidential by the Party supplying the information, whether conveyed orally, electronically, in
writing, through inspection, or otherwise, that is received by another Party.
Connection Facilities shall mean the Transmission Owner’s Connection Facilities and
the MHVDC Connection Customer’s Connection Facilities, as defined in the MHCP.
Contingent Facilities shall mean those unbuilt Interconnection Facilities and Network
Upgrades upon which the Interconnection Request’s costs, timing and study findings are
dependent, and if delayed or not built, could cause a need for restudies of the Interconnection
Request or a reassessment of the Interconnection Facilities and/or Network Upgrades and/or
costs and timing. Contingent Facilities may include facilities identified in MTEP that if delayed
or not built could impact the timing of the Interconnection Request.
Customer Engagement Window shall mean the time period prior to the start of
Definitive Planning Phase I set forth in Section 3.3.4 of the GIP.
Default shall mean the failure of a Breaching Party to cure its Breach in accordance with
Article 17 of this GIA.
Definitive Planning Phase shall mean the Generator Interconnection Procedures process
which leads to a Generator Interconnection Agreement. An Interconnection Customer enters the
Definitive Planning Phase pursuant to GIP Section 7.2. The Definitive Planning Phase includes
three distinct phases (Definitive Planning Phases I, II, and III) pursuant to Section 7 of the
Generator Interconnection Procedures.
Definitive Planning Phase Queue Position shall mean the order of a valid
Interconnection Request, relative to all other pending valid Interconnection Requests, in the
Definitive Planning Phase. The Definitive Planning Phase Queue Position is established based
upon the date Interconnection Customer satisfies all of the requirements of GIP Section 7.2 to
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Attachment X: Appendix 619
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enter the Definitive Planning Phase. All Interconnection Requests within the same Definitive
Planning Phase cycle shall have equal priority (i.e. similarly queued).
Demonstrated Capability shall mean the continuous net real power output that the
Generating Facility is required to demonstrate in compliance with Applicable Reliability
Standards.
Dispute Resolution shall mean the procedure for resolution of a dispute between or
among the Parties in which they will first attempt to resolve the dispute on an informal basis.
Distribution System shall mean the Transmission Owner’s facilities and equipment, or
the Distribution System of another party that is interconnected with the Transmission Owner’s
Transmission System, if any, connected to the Transmission System, over which facilities
Transmission Service or Wholesale Distribution Service under the Tariff is available at the time
Interconnection Customer has requested interconnection of a Generating Facility for the purpose
of either transmitting electric energy in interstate commerce or selling electric energy at
wholesale in interstate commerce and which are used to transmit electricity to ultimate usage
points such as homes and industries directly from nearby generators or from interchanges with
higher voltage transmission networks which transport bulk power over longer distances. The
voltage levels at which distribution systems operate differ among Local Balancing Authorities
and other entities owning distribution facilities interconnected to the Transmission System.
Distribution Upgrades shall mean the additions, modifications, and upgrades to the
Distribution System at or beyond the Point of Interconnection to facilitate interconnection of the
Generating Facility and render the delivery service necessary to affect Interconnection
Customer’s wholesale sale of electricity in interstate commerce. Distribution Upgrades do not
include Interconnection Facilities.
Effective Date shall mean the date on which this GIA becomes effective upon execution
by the Parties subject to acceptance by the Commission, or if filed unexecuted, upon the date
specified by the Commission.
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Electric Reliability Organization shall mean the North American Electric Reliability
Corporation or its successor organization.
Emergency Condition shall mean a condition or situation: (1) that in the reasonable
judgment of the Party making the claim is imminently likely to endanger, or is contributing to
the endangerment of, life, property, or public health and safety; or (2) that, in the case of either
Transmission Provider or Transmission Owner, 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 Owner’s Interconnection Facilities or the electric systems of
others to which the Transmission System is directly connected; or (3) that, in the case of
Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner)
to cause a material adverse effect on the security of, or damage to, the Generating Facility or
Interconnection Customer’s Interconnection Facilities. System restoration and blackstart shall be
considered Emergency Conditions; provided that Interconnection Customer is not obligated by
this GIA to possess blackstart capability. Any condition or situation that results from lack of
sufficient generating capacity to meet load requirements or that results solely from economic
conditions shall not constitute an Emergency Condition, unless one of the enumerated conditions
or situations identified in this definition also exists.
Energy Displacement Agreement shall mean an agreement between an Interconnection
Customer with an Existing Generating Facility on the Transmission Provider’s Transmission
System and an Interconnection Customer with a proposed Generating Facility seeking to
interconnect with Surplus Interconnection Service. The Energy Displacement Agreement
specifies the term of operation, the Generating Facility Interconnection Service limit, and the
mode of operation for energy production (common or singular operation).
Energy Resource Interconnection Service (ER Interconnection Service) shall mean
an Interconnection Service that allows Interconnection Customer to connect its Generating
Facility to the Transmission System or Distribution System, as applicable, to be eligible to
deliver the Generating Facility’s electric output using the existing firm or non-firm capacity of
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Attachment X: Appendix 619
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the Transmission System on an as available basis. Energy Resource Interconnection Service
does not convey transmission service.
Engineering & Procurement (E&P) Agreement shall mean an agreement that
authorizes Transmission Owner to begin engineering and procurement of long lead-time items
necessary for the establishment of the interconnection in order to advance the implementation of
the Interconnection Request.
Environmental Law shall mean Applicable Laws or Regulations relating to pollution or
protection of the environment or natural resources.
Existing Generating Facility shall mean a Generating Facility that is either under
construction or is in service, and has an unsuspended interconnection agreement with its host
transmission provider.
Expanded Scope Analysis shall mean the analysis described in Section 9.4.2.d.iv.a of
Rate Schedule 6 (MISO-SPP JOA).
Expedited Resource Addition Study (ERAS) shall mean the temporary procedure for
expediting interconnection projects identified for claimed resource adequacy and/or reliability
needs.
Expedited Generator Interconnection Agreement (EGIA) shall mean the
interconnection agreement for the Expedited Resource Addition Study established between the
Transmission Provider and/or the Transmission Owner and the Interconnection Customer as set
forth in Section 3.9 of this Attachment X. This agreement shall take the form of the
Transmission Provider’s pro forma Generator Interconnection Agreement modified for the
Expedited Resource Addition Study. Unless otherwise provided in the GIP, all requirements
applicable to the pro forma Generator Interconnection Agreement shall apply to the Expedited
Generator Interconnection Agreement.
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Attachment X: Appendix 619
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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Facilities Construction Agreement (FCA) shall mean the form of facilities construction
agreement, set forth in Appendix 8 to these Generator Interconnection Procedures. The FCA
shall be used when an Interconnection Customer or an Affected System Interconnection
Customer causes the need for the construction of Network Upgrades, Affected System Network
Upgrades, or System Protection Facilities on the transmission system of the Transmission
Provider.
Fast Track Process shall mean the procedure for evaluating an Interconnection Request
for a certified Small Generating Facility no larger than five MW that includes the screen set forth
in Section 14, customer options meeting, and optional supplemental review.
Federal Holiday shall mean a Federal Reserve Bank holiday for a Party that has its
principal place of business in the United States and a Canadian Federal or Provincial banking
holiday for a Party that has its principal place of business located in Canada.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a
et seq.
FERC shall mean the Federal Energy Regulatory Commission, also known as
Commission, or its successor.
Final System Impact Study shall mean the Interconnection System Impact Study
performed during Definitive Planning Phase III.
Force Majeure shall mean any act of God, labor disturbance, act of the public enemy,
war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment, any order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party’s control. A Force Majeure
event does not include an act of negligence or intentional wrongdoing by the Party claiming
Force Majeure.
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Generating Facility shall mean Interconnection Customer’s device(s) for the production
and/or storage for later injection of electricity identified in the Interconnection Request, but shall
not include the Interconnection Customer’s Interconnection Facilities. A Generating Facility
consists of one or more generating unit(s) and/or storage device(s) which usually can operate
independently and be brought online or taken offline individually.
Generating Facility Capacity shall mean the net capacity of the Generating Facility and
the aggregate net capacity of the Generating Facility where it includes more than one device for
the production and/or storage for later injection of electricity.
Generating Facility Modification shall mean modification to an Existing Generating
Facility, including comparable replacement of only a portion of its equipment at the Existing
Generating Facility.
Generating Facility Replacement shall mean replacement of one or more generating
units and/or storage devices at the Existing Generating Facility with one or more new generating
units or storage devices at the same electrical Point of Interconnection as the generating units
and/or storage devices that is/are being decommissioned and electrically disconnected.
Generator Interconnection Agreement (GIA) shall mean the form of interconnection
agreement, set forth hereinas Appendix 6 to Attachment X of the Tariff.
Generator Interconnection Procedures (GIP) shall mean the interconnection
procedures set forth in Attachment X of the Tariff.
Generator Upgrades shall mean the additions, modifications, and upgrades to the
electric system of an Existing Generating Facility or of a higher queued Generating Facility at or
beyond the Point of Interconnection to facilitate interconnection of the Generating Facility and
render the Transmission Service necessary to affect Interconnection Customer’s wholesale sale
of electricity in interstate commerce.
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FERC Electric Tariff
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Good Utility Practice shall mean any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or any
of the practices, methods and acts which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts
generally accepted in the region.
Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other
governmental subdivision, legislature, rulemaking board, tribunal, or other governmental
authority having jurisdiction over the Parties, their respective facilities, or the respective services
they provide, and exercising or entitled to exercise any administrative, executive, police, or
taxing authority or power; provided, however, that such term does not include Interconnection
Customer, Transmission Provider, Transmission Owner, or any Affiliate thereof.
Group Restudy shall mean a restudy of a Group Study conducted pursuant to Section
7.5 of the GIP.
Group Study(ies) shall mean the evaluation of one or more Interconnection Requests
within a Cluster as described in Section 7 of the GIP. Group Studies are divided into phases as
described in section 7.3 of the GIP.
Hazardous Substances shall mean any chemicals, materials or substances defined as or
included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,”
“hazardous constituents,” “restricted hazardous materials,” “extremely hazardous substances,”
“toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or
words of similar meaning and regulatory effect under any applicable Environmental Law, or any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by
any applicable Environmental Law.
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HVDC Facilities shall mean the high voltage direct current transmission facilities,
including associated alternating current facilities, if any, that are subject to Section 27A of the
Tariff and that are specifically identified in (i) any Agency Agreement pertaining to such
facilities between Transmission Provider and Transmission Owner that owns or operates such
facilities, or (ii) in any other arrangement that permits or will permit Transmission Provider to
provide HVDC Service over such facilities as set forth in Section 27A of the Tariff.
HVDC Service shall mean Firm and Non-Firm Point-To-Point Transmission Service
provided by Transmission Provider on HVDC Facilities pursuant to Section 27A of the Tariff.
Initial Synchronization Date shall mean the date upon which the Generating Facility is
initially synchronized and upon which Trial Operation begins.
Injection Rights shall mean the Transmission Provider’s pre-certification of the
Transmission System’s capability to receive capacity and energy from the MHVDC
Transmission Line at the requested Point of Connection, and in the specified MW quantity,
without degrading the reliability of the Transmission System, as described in Section 16 of the
GIP and Section 3.2.3 of the MHCP.
In-Service Date (ISD) shall mean the date upon which Interconnection Customer
reasonably expects it will be ready to begin use of the Transmission Owner’s Interconnection
Facilities to obtain backfeed power.
Interconnection Customer shall mean any entity, including Transmission Provider,
Transmission Owner or any of the Affiliates or subsidiaries of either, that proposes to
interconnect its Generating Facility with the Transmission System.
Interconnection Customer Decision Point I shall mean the time period beginning when
the Interconnection Customer is provided the Preliminary System Impact Study results including
cost estimates for upgrades and concludes after fifteen (15) Business Days.
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Interconnection Customer Decision Point II shall mean the time period beginning
when the Interconnection Customer is provided the Revised System Impact Study results
including cost estimates for upgrades and concludes after fifteen (15) Business Days.
Interconnection Customer’s Interconnection Facilities (ICIF) shall mean all facilities
and equipment, as identified in Appendix A of this GIA, that are located between the Generating
Facility and the Point of Change of Ownership, including any modification, addition, or upgrades
to such facilities and equipment necessary to physically and electrically interconnect the
Generating Facility to the Transmission System or Distribution System, as applicable.
Interconnection Customer’s Interconnection Facilities are sole use facilities.
Interconnection Facilities shall mean the Transmission Owner’s Interconnection
Facilities and the Interconnection Customer’s Interconnection Facilities. Collectively,
Interconnection Facilities include all facilities and equipment between the Generating Facility
and the Point of Interconnection, including any modification, additions or upgrades that are
necessary to physically and electrically interconnect the Generating Facility to the Transmission
System. Interconnection Facilities shall not include Distribution Upgrades, Generator Upgrades,
Stand Alone Network Upgrades or Network Upgrades.
Interconnection Facilities Study(ies) shall mean a study conducted by Transmission
Owner, or its agent, for Interconnection Customer(s) to determine a list of facilities (including
Interconnection Customer’s Interconnection Facilities or Affected System Interconnection
Customer’s interconnection facilities, Transmission Owner’s Interconnection Facilities, System
Protection Facilities, and if such upgrades have been determined, Network Upgrades,
Distribution Upgrades, Generator Upgrades, Common Use Upgrades, and Affected System
Network Upgrades, as identified in the Interconnection System Impact Study, Affected System
Study, or Affected System Operator’s applicable study), the cost of those facilities, and the time
required to interconnect with the Transmission System or the Affected System Operator’s
transmission system.
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Interconnection Facilities Study Agreement shall mean the form of agreement
contained in Appendix 4 of the Generator Interconnection Procedures for conducting the
Interconnection Facilities Study.
Interconnection Request shall mean (1) an Interconnection Customer’s request, in the
form of Appendix 1 to the Generator Interconnection Procedures, to interconnect a new
Generating Facility, or a request for the Expedited Resource Addition Study for new generation
capacity, or to increase the capacity of, or make a Material Modification to the operating
characteristics of, an Existing Generating Facility that is interconnected with the Transmission
System, or to interconnect an Existing Generating Facility that is external to the Transmission
System, or to change Energy Resource Interconnection Service to Network Resource
Interconnection Service for an Existing Generating Facility; or (2) an MHVDC Connection
Customer’s request, in the form of Appendix 1 to the Generator Interconnection Procedures, to
obtain Injection Rights..
Interconnection Service shall mean the service provided by Transmission Provider
associated with interconnecting the Generating Facility to the Transmission System, or external
host transmission provider if applicable, and enabling it to receive electric energy and capacity
from the Generating Facility at the Point of Interconnection pursuant to the terms of this
Generator Interconnection Agreement or Point of Delivery as set forth in the Service Agreement
for Network Resource Interconnection Service for an External Generating Facility and, if
applicable, the Tariff.
Interconnection Study (or Study) shall mean any of the studies described in the
Generator Interconnection Procedures.
Interconnection Study Agreement shall mean the form of agreement contained in
Attachment B to Appendix 1 of the Generator Interconnection procedures for conducting all
studies required by the Generator Interconnection Procedures.
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Interconnection System Impact Study shall mean an engineering study that evaluates
the impact of the proposed interconnection on the safety and reliability of Transmission System
and, if applicable, an Affected System. The study shall identify and detail the system impacts
that would result if the Generating Facility were interconnected without project modifications or
system modifications, or to study potential impacts, including but not limited to those identified
in the Scoping Meeting as described in the Generator Interconnection Procedures.
Interconnection Study Agreement shall mean the forms of agreement contained in
Attachment B to Appendix 1 of the Generator Interconnection Procedures for conducting all
studies required by the Generator Interconnection Procedures.
IRS shall mean the Internal Revenue Service.
Joint Planning Agreement (“JPA”) shall mean an agreement between adjacent
balancing authorities or transmission providers for the coordination of planning.
Joint Operating Agreement between the Midcontinent Independent System
Operator, Inc. and Southwest Power Pool, Inc. (MISO-SPP JOA) shall mean Rate Schedule
6 to the MISO Tariff.
Joint Planning Agreement (“JPA”) shall mean an agreement between adjacent
balancing authorities or transmission providers for the coordination of planning.
Joint Targeted Interconnection Queue (JTIQ) shall refer to the study and processes
described in Section 9.4.2 of Rate Schedule 6 (MISO-SPP JOA).
Joint Targeted Interconnection Queue Study (“JTIQ Study”) shall mean a
transmission planning study conducted jointly by SPP and MISO to facilitate the interconnection
of new generator capacity in both Parties’ regions.
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JTIQ Commitment Group Member shall mean any JTIQ Commitment Group Member
included in a Commitment Group consistent with Section 9.4 of Rate Schedule 6 (MISO-SPP
JOA).
JTIQ Commitment Group or Commitment Group shall mean a group of JTIQ
Commitment Group Members that have executed a JTIQ Generator Interconnection Agreement
within the twelve (12) month period ending April 30th of each year. The Commitment Group
shall also include JTIQ Commitment Group Members for which a JTIQ Generator
Interconnection Agreement has been filed unexecuted by SPP or the Transmission Provider and
the Commission has accepted the agreement within the twelve (12) month period ending April
30th of each year.
JTIQ Generator Charge shall mean the charge to JTIQ Commitment Group Members
to recover the JTIQ Commitment Group Member’s share of the JTIQ Monthly Revenue
Requirement for each of the JTIQ Upgrades in the JTIQ Portfolio in the Transmission Provider’s
Region.
JTIQ Participation Group shall mean the group of Interconnection Requests that shall
consist of all interconnection customers included in the JTIQ Screening Groups whose
interconnection request meets the distribution factor and impact criteria specified in Section
9.4.2(d)((ii) of Rate Schedule 6 (MISO-SPP JOA).
JTIQ Portfolio shall mean a group of JTIQ Upgrades identified pursuant to Section 9.4
of Rate Schedule 6 (MISO-SPP JOA).
JTIQ Screening Group shall mean a group of MISO Interconnection Customers and
SPP interconnection customers whose Interconnection Requests will be screened for inclusion in
a JTIQ Participation Group. The JTIQ Screening Group shall consist of all interconnection
customers who have submitted interconnection requests into a MISO ERAS, SPP ERAS, DPP
study cluster, or SPP DISIS study cluster that: (1) has a study commencement or kick off date
that is after the date that the Parties’ respective Boards of Directors have approved a JTIQ
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Portfolio; and (2) has not commenced DPP Phase I, a MISO ERAS, the SPP ERAS or DISIS
Phase One studies pursuant to each party’s OATT as of the date that the Parties have declared
the JTIQ Portfolio fully subscribed.
JTIQ Service Agreements shall mean the JTIQ Commitment Agreement attached to the
MISO GIA as Appendix 17 and the SPP’s pro forma agreement(s) that obligate interconnection
customers to provide security for and pay the JTIQ Generator Charge for JTIQ Network
Upgrades included in the applicable JTIQ Portfolio.
JTIQ Upgrade shall mean a Network Upgrade included in a JTIQ portfolio pursuant to
Section 9.4 of Rate Schedule 6 (MISO-SPP JOA).
Local Balancing Authority shall mean an operational entity or a Joint Registration
Organization which is (i) responsible for compliance with the subset of Electric Reliability
Organization Balancing Authority Reliability Standards defined in the Balancing Authority
Agreement for their local area within the MISO Balancing Authority Area, (ii) a Party to
Balancing Authority Agreement, excluding MISO, and (iii) provided in the Balancing Authority
Agreement.
Local Resource Zone (LRZ) shall mean a geographic area within the Transmission
Provider Region that is prescribed by the Transmission Provider, based upon the criteria in
Section 68A.3, to address congestion that limits Planning Resource deliverability.
Loss shall mean 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 performance, or non-performance of its
obligations under this GIA on behalf of the indemnifying Party, except in cases of gross
negligence or intentional wrongdoing, by the indemnified party.
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Material Modification shall mean: (1) modification to an Interconnection Request in the
queue, that has a material adverse impact on the cost or timing of any other Interconnection
Request with an equal or later queue priority date; or Qualified Change.
Metering Equipment shall mean all metering equipment installed or to be installed at
the Generating Facility, Interconnection Customer’s Interconnection Facilities, and/or
Transmission Owner's Interconnection Facilities pursuant to this GIA at the metering points,
including but not limited to instrument transformers, MWh-meters, data acquisition equipment,
transducers, remote terminal unit, communications equipment, phone lines, and fiber optics.
Monitoring and Consent Agreement shall mean an agreement that defines the terms
and conditions applicable to a Generating Facility acquiring Surplus Interconnection Service.
The Monitoring and Consent Agreement will list the roles and responsibilities of an
Interconnection Customer seeking to interconnect with Surplus Interconnection Service and
Transmission Owner to maintain the total output of the Generating Facility inside the parameters
delineated in the GIA.
Multi-Party Facilities Construction Agreement (MPFCA) shall mean the form of
facilities construction agreement, set forth in Appendix 9 to these Generator Interconnection
Procedures. The MPFCA shall be used when multiple Interconnection Requests or
interconnection requests from Affected System Interconnection Customers cause the need for the
construction of Common Use Upgrades on the Transmission System and share cost
responsibility for such Common Use Upgrades.
Network Customer shall have that meaning as provided in the Tariff.
Network Resource shall mean any designated generating resource owned, purchased, or
leased by a Network Customer under the Tariff. Network Resources do not include any
resource, or any portion thereof, that is committed for sale to third parties or otherwise cannot be
called upon to meet the Network Customer’s Network Load on a non-interruptible basis.
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Network Resource Interconnection Service (NR Interconnection Service) shall mean
an Interconnection Service that allows Interconnection Customer to integrate its Generating
Facility with the Transmission System in the same manner as for any Generating Facility being
designated as a Network Resource. Network Resource Interconnection Service does not convey
transmission service. Network Resource Interconnection Service shall include any network
resource interconnection service established under an agreement with, or the tariff of, a
Transmission Owner prior to integration into MISO, that is determined to be deliverable through
the integration deliverability study process.
Network Upgrades shall mean the additions, modifications, and upgrades to the
Transmission System required at or beyond the point at which the Interconnection Facilities
connect to the Transmission System or Distribution System, as applicable, to accommodate the
interconnection of the Generating Facility(ies) to the Transmission System. Network Upgrades
shall not include any HVDC Facility Upgrades.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with this GIA or its performance.
Optional Interconnection Study shall mean a sensitivity analysis based on assumptions
specified by Interconnection Customer in the Optional Interconnection Study Agreement.
Optional Interconnection Study Agreement shall mean the form of agreement
contained in Appendix 5 of the Generator Interconnection Procedures for conducting the
Optional Interconnection Study.
Outage Transfer Distribution Factor (OTDF) Outage Transfer Distribution Factor, as
defined by the Electric Reliability Organization.
Party or Parties shall mean Transmission Provider, Transmission Owner,
Interconnection Customer, or any combination of the above.
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Permissible Technological Advancement shall mean advancements to turbines,
inverters, plant supervisory controls, excitation systems, or other technological advancements
submitted to the Transmission Provider prior to the issuance of this draft Generator
Interconnection Agreement for such project provided that such advancements does not: (1)
degrade the electrical characteristics of the generating equipment; (2) does not cause any material
adverse impact on the Transmission System with regard to short circuit capability limits, steady-
state thermal and voltage limits, or dynamic system stability and response; (3) does not increase
the installed capacity of the Generating Facility; or (4) change the fuel source of the proposed
Generating Facility.
Point of Change of Ownership (PCO) shall mean the point, as set forth in Appendix A
to the Generator Interconnection Agreement, where the Interconnection Customer’s
Interconnection Facilities connect to the Transmission Owner’s Interconnection Facilities.
Point of Interconnection (POI) shall mean the point, as set forth in Appendix A of the
GIA, where the Interconnection Facilities connect to the Transmission System.
Point(s) of Withdrawal (POW) shall mean the point(s) where a non-transmission
facility used to withdraw Energy from the Transmission System to serve Load connects to the
Transmission System.
Potential MW Total shall mean a projection of the number of MW that may commit to
the JTIQ Portfolio from all ERAS and study clusters to date, including the current study
cluster(s).
Preliminary System Impact Study shall mean the Interconnection System Impact Study
performed during Definitive Planning Phase I.
Pre-Queue Phase shall mean Interconnection Customer outreach and education effort
undertaken prior to the submission of the Interconnection Request.
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Proportional Impact Method shall mean a technical analysis conducted by
Transmission Provider to determine the degree to which each Generating Facility in the Group
Study contributes to the need for a specific Network Upgrade.
Provisional Generator Interconnection Agreement shall mean the interconnection
agreement for Provisional Interconnection Service established between the Transmission
Provider and/or the Transmission Owner and the Interconnection Customer as set forth in
Section 7.9 of this Attachment X. This agreement shall take the form of the Generator
Interconnection Agreement modified for provisional purposes. Unless otherwise provided in the
GIP, all requirements applicable to the Generator Interconnection Agreement shall apply to the
Provisional Generator Interconnection Agreement.
Provisional Interconnection Service shall mean Interconnection Service provided by
the Transmission Provider associated with interconnecting the Interconnection Customer’s
Generating Facility to the Transmission Provider’s Transmission System and enabling that
Transmission System to receive electric energy and capacity from the Generating Facility at the
Point of Interconnection, pursuant to the terms of the Provisional Generator Interconnection
Agreement and the Tariff.
Provisional Interconnection Study shall mean an engineering study, performed at
Interconnection Customer’s request, as a condition to entering into a Provisional Generator
Interconnection Agreement, that evaluates the impact of the proposed interconnection on the
safety and reliability of the Transmission System and, if applicable, any Affected System. The
study shall identify and detail the impacts on the Transmission System and, if applicable, an
Affected System, from stability, short circuit, and voltage issues that would result if the
Generating Facility were interconnected without project modifications or system modifications.
Qualified Change shall mean a planned modification to an Existing Generating Facility
that is undergoing evaluation for a Generating Facility Modification or Generating Facility
Replacement, and has a material adverse impact on the Transmission System with respect to: i)
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steady-state thermal or voltage limits, ii) dynamic system stability and response, or iii) short-
circuit capability limit; compared to the impacts of the Existing Generating Facility prior to the
modification or replacement.
Queue Position shall mean the order of a valid Interconnection Request, relative to all
other pending valid Interconnection Requests pursuant to Section 4.1 of the GIP.
Reasonable Efforts shall mean, with respect to an action required to be attempted or
taken by a Party under this Generator Interconnection Agreement, efforts that are timely and
consistent with Good Utility Practice and are otherwise substantially equivalent to those a Party
would use to protect its own interests.
Relevant Electric Retail Regulatory Authority (RERRA) shall mean an entity that has
jurisdiction over and establishes prices and/or policies for providers of retail electric service to
end-customers, such as the city council for a municipal utility, the governing board of a
cooperative utility, the state public utility commission or any such entity.
Reliability Assessment Study shall mean an engineering study that evaluates the impact
of a proposed Generating Facility Replacement on the reliability of Transmission System during
the time period between the date that the Existing Generating Facility ceases commercial
operations and the Commercial Operation Date of the Replacement Generating Facility.
Replacement Generating Facility shall mean a Generating Facility that replaces an
Existing Generating Facility, or a portion thereof, at the same electrical Point of Interconnection
pursuant to Section 3.7 of this Attachment X.
Replacement Impact Study shall mean an engineering study that evaluates the impact of
a proposed Generating Facility Replacement on the reliability of the Transmission System.
Revised System Impact Study shall mean the Interconnection System Impact Study
performed during Definitive Planning Phase II.
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Scoping Meeting shall mean the meeting between representatives of Interconnection
Customer, Transmission Owner, Affected System and Transmission Provider conducted for the
purpose of discussing the proposed Interconnection Request and any alternative interconnection
options, exchanging information including any transmission data and earlier study evaluations
that would be reasonably expected to impact such interconnection options, refining information
and models provided by Interconnection Customer(s), discussing the Group Study materials
posted to OASIS pursuant to Section 3.4 of the GIP, and analyzing such information.
Shared Interconnection Request shall mean (1) multiple Interconnection Customer’s
request, in the form of Appendix 1 to the Generator Interconnection Procedures, to interconnect
new Generating Facilities, or to increase the capacity of, or make a Material Modification to the
operating characteristics of, Existing Generating Facilities that are interconnected with the
Transmission System, or to interconnect Existing Generating Facilities that are external to the
Transmission System, or to change Energy Resource Interconnection Service to Network
Resource Interconnection Service for Existing Generating Facilities; or (2) multiple MHVDC
Connection Customer’s request, in the form of Appendix 1 to the Generator Interconnection
Procedures, to obtain Injection Rights.
Shared Network Upgrade shall mean a Network Upgrade or Common Use Upgrade that
is funded by an Interconnection Customer(s), including when the Transmission Owner elects to
fund the capital cost of such a Network Upgrade or Common Use Upgrade under Section 11.3 of
the GIA, and also benefits other Interconnection Customer(s) that are later identified as
beneficiaries.
Site Control shall mean a documented right for one or more parcels of land for the
purpose of constructing a Generating Facility, Interconnection Customer’s Interconnection
Facilities, and, if applicable (i.e., when the Interconnection Customer is providing the site for
such facilities), the Transmission Owner’s Interconnection Facilities and Network Upgrades at
the POI that the Interconnection Customer will develop. Such documented right shall be one of
the following: (1) ownership of a site; (2) a leasehold interest in a site; or (3) an option to
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purchase or acquire a leasehold interest in a site; or (4) any other contractual or legal right to
possess or occupy a site. Transmission Provider will maintain acreage requirements for each
Generating Facility type on its OASIS or public website.
Small Generating Facility shall mean a Generating Facility that has an aggregate net
Generating Facility Capacity of no more than five MW and meets the requirements of Section 14
and Appendix 3 of the GIP.
Southwest Power Pool (SPP) shall refer to the Southwest Power Pool, Inc. the Regional
Transmission Organization that is the counterparty to Rate Schedule 6 (MISO-SPP JOA).
Special Protection System (SPS) shall mean an automatic protection system or remedial
action scheme designed to detect abnormal or predetermined system conditions, and take
corrective actions other than and/or in addition to the isolation of faulted components, to
maintain system reliability. Such action may include changes in demand (MW and MVar),
energy (MWh and MVarh), or system configuration to maintain system stability, acceptable
voltage, or power flows. An SPS does not include (a) underfrequency or undervoltage load
shedding, (b) fault conditions that must be isolated, (c) out-of-step relaying not designed as an
integral part of an SPS, or (d) Transmission Control Devices.
Stand Alone Network Upgrades shall mean Network Upgrades, that are not part of an
Affected System or a JTIQ Upgrade, that Interconnection Customer may construct without
affecting day-to-day operations of the Transmission System during their construction.
Transmission Provider, Transmission Owner and Interconnection Customer must agree as to
what constitutes Stand Alone Network Upgrades and identify them in Appendix A to this GIA.
If the Transmission Provider or Transmission Owner and Interconnection Customer disagree
about whether a particular Network Upgrade is a Stand Alone Network Upgrade, the
Transmission Provider or Transmission Owner that disagrees with the Interconnection Customer
must provide the Interconnection Customer a written technical explanation outlining why the
Transmission Provider or Transmission Owner does not consider the Network Upgrade to be a
Stand Alone Network Upgrade within fifteen (15) Business Days of its determination.
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Supplemental Affected System Analysis shall mean the affected systems analysis
described in Section 7.3.2.3.1 of this GIP and Section 9.4.2.e.iii.a.i of the Rate Schedule 6
(MISO-SPP JOA) to determine if Supplemental Affected System Upgrades are required for one
or more JTIQ Participation Group member(s).
Substation Network Upgrades shall mean Network Upgrades that are required at or
near the Point of Interconnection and are identified in the first portion of the Interconnection
Facilities Study as described in GIP Section 7.3.2.5.
Supplemental Affected System Upgrade shall mean a Network Upgrade in addition to
those required to address the impact of interconnection requests in the current study cluster as
described in Section 9.4.2.e.iii.a.i of Rate Schedule 6 (MISO-SPP-JOA).
Surplus Interconnection Service shall mean any Interconnection Service that is derived
from the unneeded portion of Interconnection Service established in a GIA or in agreement with,
or under the tariff of, a Transmission Owner prior to integration into MISO, such that if Surplus
Interconnection Service is utilized the total amount of Interconnection Service at the Point of
Interconnection would remain the same.
System Planning and Analysis Phase shall mean the phase of the Generator
Interconnection Procedure process, prior to January 4, 2017, which consisted of an
Interconnection System Impact Study for those Interconnection Requests that were studied in
this phase.
System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to protect (1) the Transmission System or other
delivery systems or other generating systems from faults or other electrical disturbances
occurring at the Generating Facility and (2) the Generating Facility from faults or other electrical
system disturbances occurring on the Transmission System or on other delivery systems or other
generating systems to which the Transmission System is directly connected.
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Target MW Value shall mean the projected new generation interconnection MW
enabled by the JTIQ Portfolio. The Target MW Value for each JTIQ Portfolio shall be identified
in Section 9.4 and related subsections of Rate Schedule 6.
Tariff shall mean the Transmission Provider’s Tariff through which open access
transmission service and Interconnection Service are offered, as filed with the Commission, and
as amended or supplemented from time to time, or any successor tariff.
Threshold Charge shall mean the charge calculated using an estimate of plant in service
value for the JTIQ Portfolio, excluding amounts funded under the GRIP Program, as described in
Section 9.4.2 of Rate Schedule 6 (MISO-SPP JOA).
Transient Tolerance Window shall mean the period of time after a reduction or loss of
load by the ZG Associated Load by the end of which window the Generating Facility with ZG
Interconnection Service must have reduced its injections to an amount not greater than the Load
of the ZG Associated Load. The Transient Tolerance Window shall be no greater than 20
seconds, and is further described by the Business Practices Manual for Large Load. The
Transient Tolerance Window will be subject to Transmission Owner local planning criteria.
Transmission Control Devices shall mean a generally accepted transmission device that
is planned and designed to provide dynamic control of electric system quantities, and are usually
employed as solutions to specific system performance issues. Examples of such devices include
fast valving, high response exciters, high voltage DC links, active or real power flow control and
reactive compensation devices using power electronics (e.g., unified power flow controllers),
static var compensators, thyristor controlled series capacitors, braking resistors, and in some
cases mechanically-switched capacitors and reactors. In general, such systems are not
considered to be Special Protection Systems.
Transmission Owner shall mean that Transmission Owner as defined in the Tariff,
which includes an entity that owns, leases or otherwise possesses an interest in the portion of the
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Transmission System at which Interconnection Customer proposes to interconnect or otherwise
integrate the operation of the Generating Facility. Transmission Owner should be read to include
any Independent Transmission Company that manages the transmission facilities of
Transmission Owner and shall include, as applicable, the owner and/or operator of distribution
facilities interconnected to the Transmission System, over which facilities transmission service
or Wholesale Distribution Service under the Tariff is available at the time Interconnection
Customer requests Interconnection Service and to which Interconnection Customer has requested
interconnection of a Generating Facility for the purpose of either transmitting electric energy in
interstate commerce or selling electric energy at wholesale in interstate commerce.
Transmission Provider shall mean the Midcontinent Independent System Operator, Inc.
(“MISO”), the Regional Transmission Organization that controls or operates the transmission
facilities of its transmission-owning members used for the transmission of electricity in interstate
commerce and provides transmission service under the Tariff.
Transmission Owner’s Interconnection Facilities (TOIF) shall mean all facilities and
equipment owned by Transmission Owner from the Point of Change of Ownership to the Point
of Interconnection as identified in Appendix A to this GIA, including any modifications,
additions or upgrades to such facilities and equipment. Transmission Owner’s Interconnection
Facilities are sole use facilities and shall not include Distribution Upgrades, Generator Upgrades,
Stand Alone Network Upgrades or Network Upgrades.
Transmission System shall mean the facilities owned by Transmission Owner and
controlled or operated by Transmission Provider or Transmission Owner that are used to provide
Transmission Service (including HVDC Service) or Wholesale Distribution Service under the
Tariff.
Trial Operation shall mean the period during which Interconnection Customer is
engaged in on-site test operations and commissioning of the Generating Facility prior to
Commercial Operation.
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User-Defined Model shall mean any set of programming code created by equipment
manufacturers or developers that captures the latest features of controllers that are mainly
software-based and represent the entities’ control strategy but does not necessarily correspond to
any particular generic library model, as contained in Attachment A to Appendix 1 of the GIP.
Variable Energy Resource shall mean a device for the production of electricity that is
characterized by an energy source that: (1) is renewable; (2) cannot be stored by the facility
owner or operator; and (3) has variability that is beyond the control of the facility owner or
operator.
Wholesale Distribution Service shall have that meaning as provided in the Tariff.
Wherever the term “transmission delivery service” is used, Wholesale Distribution Service shall
also be implied.
Zero Injection Generation (ZG) Associated Load shall mean a source of electrical load
that has a Point of Withdrawal that is at the same substation as the Point of Interconnection to the
Transmission System (i.e. same voltage level at the interconnecting substation) as the Generating
Facility with ZG Interconnection Service that will serve it.
Zero Injection Generation (ZG) Interconnection Service shall mean a limited form of
Interconnection Service that allows an Interconnection Customer to connect its Generating
Facility to the Transmission System or Distribution System, as applicable, for the limited
purpose of delivering energy to ZG Associated Load. ZG Interconnection Service does not grant
any right to inject energy onto the Transmission System except as may be authorized by Section
3.11 of the Generator Interconnection Procedures. ZG Interconnection Service does not convey
Transmission Service. ZG Interconnection Service also does not provide a right to serve, or a
right to Transmission Service to serve, a ZG Associated Load or retail customer except as
allowed by applicable state law.
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Zero Injection Generation (ZG) Resource shall mean a generating resource with an
Attachment X defined ZG Interconnection Agreement. A ZG Resource may participate as a
Generation Resource, Dispatchable Intermittent Resource, Electric Storage Resource, or Behind
the Meter Generation resource.
ZG Facilities Study shall mean the study described in Section 3.2.5.2.2 of these GIP that
is used to identify any Network Upgrades or Interconnection Facilities that may be needed to for
an Interconnection Request seeking ZG Interconnection Service.
ZG Impact Assessment shall mean the study described in Section 3.2.5.2.1 of these GIP
that is used to evaluate the impact of an Interconnection Request seeking ZG Interconnection
Services.
ZG Interconnection Agreement (ZGIA) shall mean the form of interconnection
agreement governing the terms and conditions of ZG Interconnection Service, set forth in
Appendix 19 to the GIP. This agreement shall follow the form of the Transmission Provider’s
pro forma Generator Interconnection Agreement with modifications to reflect ZG
Interconnection Service and the ZG Interconnection Service study process. Unless otherwise
provided in the GIP, all requirements applicable to the pro forma Generator Interconnection
Agreement shall apply to the ZGIA. A ZGIA is a form of GIA and, where used in the Tariff,
references to Generator Interconnection Agreements or GIAs encompasses ZGIAs.
ZG Interconnection Process Quarterly Study Period shall mean the period of time in
which Interconnection Requests seeking ZG Interconnection Service are submitted to the
Transmission Provider and compiled for study. There are four study periods in a year with the
following start and end dates:
Quarter 1: The first Business Day of March through the last Business Day of May;
Quarter 2: The first Business Day of June through the last Business Day of August;
Quarter 3: The first Business Day of September through the last Business Day of
November;
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Quarter 4: The first Business Day of December through the last Business Day of
February.
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ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION
2.1
Effective Date. This GIAZGIA shall become effective upon execution by the Parties
subject to acceptance by FERC (if applicable), or if filed unexecuted, upon the date
specified by FERC. Transmission Provider shall promptly file this GIAZGIA with FERC
upon execution in accordance with Article 3.1, if required.
2.2
Term of Agreement. Subject to the provisions of Article 2.3, this GIAZGIA shall
remain in effect for a period of ______ years from the Effective Date and shall be
automatically renewed for each successive one-year period thereafter on the anniversary
of the Effective Date.
2.3
Termination Procedures. This GIAZGIA may be terminated as follows:
2.3.1 Written Notice. This GIAZGIA may be terminated by Interconnection Customer
after giving Transmission Provider and Transmission Owner ninety (90) Calendar
Days advance written notice. This GIAZGIA shall be terminated by
Transmission Provider if the Generating Facility or a portion of the Generating
Facility fails to achieve Commercial Operation by the Commercial Operation
Date established in accordance with Section 4.4.4 of Attachment X, including any
extension provided thereunder, or has ceased Commercial Operation for three (3)
consecutive years, beginning with the last date of Commercial Operation for the
Generating Facility, after giving Interconnection Customer ninety (90) Calendar
Days advance written notice. Where only a portion of the Generating Facility
fails to achieve Commercial Operation by the Commercial Operation Date
established in accordance with Section 4.4.4 of Attachment X, including any
extension provided thereunder, Transmission Provider shall only terminate that
portion of the GIAZGIA. Notwithstanding the foregoing, in the limited
circumstance that the Interconnection Request is served by a contingent Network
Upgrade with an in-service date that is farther out than the Commercial Operation
Date permitted under Section 4.4.4 of Attachment X, Transmission Provider shall
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only terminate this GIAZGIA for failure to achieve Commercial Operation by that
later in-service date of the contingent Network Upgrade. For the purposes of this
ZGIA, Commercial Operation shall mean the supply of energy from the
Generating Facility to the ZG Associated Load identified in Appendix A and
exclude sales of energy, capacity, or other commercial arrangements regarding the
output of the Generating Facility with any entity or load source other than the ZG
Associated Load identified in Appendix A. The Generating Facility will not be
deemed to have ceased Commercial Operation for purposes of this Article 2.3.1 if
Interconnection Customer can document that it has taken other significant steps to
maintain or restore operational readiness of the Generating Facility for the
purpose of returning the Generating Facility to Commercial Operation as soon as
possible.
2.3.1.1 Surplus Interconnection Service. Where this GIAZGIA provides for
Surplus Interconnection Service and the Energy Displacement Agreement
or the Monitoring and Consent Agreement required for Surplus
Interconnection Service are no longer in effect, Interconnection Customer
shall immediately cease Commercial Operation of the Generating Facility
and this GIAZGIA shall be deemed terminated. In the event that the
Existing Generating Facility retires and/or permanently ceases commercial
operation, the Surplus Interconnection Service provided under this
GIAZGIA shall terminate except as provided in Section 3.3.1.3 of the
GIP.
2.3.2 Default. Any Party may terminate this GIAZGIA in accordance with Article 17.
2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall become effective
until the Parties have complied with all Applicable Laws and Regulations
applicable to such termination, including the filing with FERC of a notice of
termination of this GIAZGIA, if required, which notice has been accepted for
filing by FERC.
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For EGIAs, no termination shall become effective until Interconnection Customer
has provided all security as required by Section 2.4.
2.4
Termination Costs. If a Party elects to terminate this GIAZGIA pursuant to Article 2.3
above, each Party shall pay all costs incurred for which that Party is responsible
(including any cancellation costs relating to orders or contracts for Interconnection
Facilities, applicable upgrades, and related equipment) or charges assessed by the other
Parties, as of the date of the other Parties’ receipt of such notice of termination, under this
GIAZGIA. In the event that this GIAZGIA is terminated by Interconnection Customer,
Interconnection Customer is responsible for all financial impact that is caused as a result
of this termination or the termination of Interconnection Customer’s FCA(s) or
MPFCA(s), such financial impact being determined through the financial impact analysis
performed in accordance with Section 7.8 of Attachment X. In the event of termination
by a Party, the Parties shall use commercially Reasonable Efforts to mitigate the costs,
damages and charges arising as a consequence of termination. Upon termination of this
GIAZGIA, unless otherwise ordered or approved by FERC:
In the event that this EGIA is terminated by Interconnection Customer that had an
Interconnection Request studied in ERAS, Interconnection Customer is responsible for
the full cost of all Network Upgrades identified in this EGIA as well as any Network
Upgrades identified during the ERAS process that are to be memorialized in an
agreement other that this EGIA, including any applicable FCA, MPFCA, or JTIQ Service
Agreements. If the Network Upgrade costs for Network Upgrades subject to an FCA,
MPFCA, or JTIQ Service Agreement have not been finalized or the Interconnection
Customer has not made the payment under such agreement as of the date that termination
of this EGIA is sought, Interconnection Customer shall provide the payment or security
for such Network Upgrades in the amount required by the applicable agreement. If such
agreement has not been executed and final costs are not available as of a date that
termination is sought, Interconnection Customer shall provide such payment or security
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Attachment X: Appendix 619
FERC Electric Tariff
GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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in an amount corresponding to the most recent estimate provided by the Transmission
Provider during the ERAS process. Interconnection Customer shall pay or Transmission
Provider shall refund, as applicable, to Interconnection Customer the difference between
the amount of any estimated payment or security made pursuant to this Article and the
final cost of such NU within ninety (90) Calendar Days after such final costs are invoiced
to the Interconnection Customer.
2.4.1 With respect to any portion of the Transmission Owner’s Interconnection
Facilities, Network Upgrades, System Protection Facilities, Distribution
Upgrades, Generator Upgrades, and if so determined and made a part of this
GIAZGIA, upgrades on Affected Systems, that have not yet been constructed or
installed, Transmission Owner shall to the extent possible and to the extent of
Interconnection Customer’s written notice under Article 2.3.1, cancel any pending
orders of, or return, any materials or equipment for, or contracts for construction
of, such facilities; provided that in the event Interconnection Customer elects not
to authorize such cancellation, Interconnection Customer shall assume all
payment obligations with respect to such materials, equipment, and contracts, and
Transmission Owner shall deliver such material and equipment, and, if necessary,
assign such contracts, to Interconnection Customer as soon as practicable, at
Interconnection Customer’s expense. To the extent that Interconnection
Customer has already paid Transmission Owner for any or all such costs of
materials or equipment not taken by Interconnection Customer or upgrades not
yet constructed, Transmission Owner shall promptly transfer such amounts to
Transmission Provider, less any costs, including penalties incurred by
Transmission Owner to cancel any pending orders of or return such materials,
equipment, or contracts. Except for agreements providing for ZG Interconnection
Service, Transmission Provider will perform a financial impact analysis in
accordance with Section 7.8 of Attachment X to determine the amount that should
be refunded to Interconnection Customer. Except for agreements providing for
ZG Interconnection Service, Transmission Provider shall refund such remaining
amounts to Interconnection Customer, less the amount of Automatic Withdrawal
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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Penalty funds received by the Interconnection Customer in accordance with
Section 7.8.1 of the Attachment X and less any financial impact caused by the
termination of this GIAZGIA or Interconnection Customer’s FCA(s) or
MPFCA(s), as determined through the analysis performed in accordance with
Section 7.8 of Attachment X. If Interconnection Customer made its payment(s)
through a letter of credit, surety bond, or parental guarantee, Transmission Owner
will draw against that letter of credit, surety bond, or parental guarantee in an
amount determined through the analysis performed in accordance with Section
7.8 of Attachment X plus the amount of any Automatic Withdrawal Penalty funds
received by the Interconnection Customer in accordance with Section 7.8.1 of the
Attachment X, and transfer that amount to Transmission Provider, unless
Interconnection Customer funds the financial impact through another means.
If an Interconnection Customer terminates this GIAZGIA, it shall be responsible
for all costs incurred in association with that Interconnection Customer’s
interconnection, including any cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment, and other expenses including any
upgrades or related equipment for which Transmission Owner has incurred
expenses and has not been reimbursed by Interconnection Customer.
2.4.2 Transmission Owner may, at its option, retain any portion of such materials,
equipment, or facilities that Interconnection Customer chooses not to accept
delivery of, in which case Transmission Owner shall be responsible for all costs
associated with procuring such materials, equipment, or facilities. If
Transmission Owner does not so elect, then Interconnection Customer shall be
responsible for such costs.
2.4.3 With respect to any portion of the Interconnection Facilities, and any other
facilities already installed or constructed pursuant to the terms of this GIAZGIA,
Interconnection Customer shall be responsible for all costs associated with the
removal, relocation, reconfiguration or other disposition or retirement of such
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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materials, equipment, or facilities, and such other expenses actually incurred by
Transmission Owner necessary to return the Transmission, Distribution or
Generator System, as applicable, to safe and reliable operation.
2.5
Disconnection. Upon termination of this GIAZGIA, the Parties will take all appropriate
steps to disconnect the Generating Facility from the Transmission or Distribution System,
as applicable. All costs required to effectuate such disconnection shall be borne by the
terminating Party, unless such termination resulted from the non-terminating Party’s
Default of this GIAZGIA or such non-terminating Party otherwise is responsible for these
costs under this GIAZGIA.
2.6
Survival. This GIAZGIA shall continue in effect after termination to the extent
necessary to provide for final billings and payments and for costs incurred hereunder,
including billings and payments pursuant to this GIAZGIA; to permit the determination
and enforcement of liability and indemnification obligations arising from acts or events
that occurred while this GIAZGIA was in effect; and to permit each Party to have access
to the lands of the other Party pursuant to this GIAZGIA or other applicable agreements,
to disconnect, remove or salvage its own facilities and equipment.
ARTICLE 3. REGULATORY FILINGS
3.1
Filing. Transmission Provider shall file this GIAZGIA (and any amendment hereto) with
the appropriate Governmental Authority, if required. A Party may request that any
information so provided be subject to the confidentiality provisions of Article 22. If that
Party has executed this GIAZGIA, or any amendment thereto, the Party shall reasonably
cooperate with Transmission Provider with respect to such filing and to provide any
information reasonably requested by Transmission Provider needed to comply with
applicable regulatory requirements.
ARTICLE 4. SCOPE OF SERVICE
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Attachment X: Appendix 619
FERC Electric Tariff
GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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4.1
Interconnection Product Options. Interconnection Customer has selected the following
(checked) type of Interconnection Service:
Check: _______: ____ ZG or ____ SI or ____ ER and/or ____ NR (See Appendix A
for details)
4.1.1 Energy Resource Interconnection Service (ER Interconnection Service).
4.1.1.1 The Product. ER Interconnection Service allows Interconnection
Customer to connect the Generating Facility to the Transmission or
Distribution System, as applicable, and be eligible to deliver the
Generating Facility’s output using the existing firm or non-firm capacity
of the Transmission System on an “as available” basis. To the extent
Interconnection Customer wants to receive ER Interconnection Service,
Transmission Owner shall construct facilities consistent with the studies
identified in Appendix A.
An Interconnection Customer seeking ER Interconnection Service for
new or added capacity at a Generating Facility may be granted
conditional ER Interconnection Service status to the extent there is such
capacity available on the Transmission System to accommodate the
Interconnection Customer’s Generating Facility. At the request of
Interconnection Customer, conditional ER Interconnection Service status
may be granted subject to the system being able to accommodate the
interconnection without upgrades, until such time as a higher queued
project(s) with a later service date affecting the same common elements
is placed into service. The conditional ER Interconnection Service shall
be terminated in the event Interconnection Customer fails to fund the
necessary studies and the Network Upgrades necessary to grant the
Interconnection Customer’s ER Interconnection Service upon the
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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completion of higher queued projects involving the same common
elements.
4.1.1.2 Transmission Delivery Service Implications. Under ER
Interconnection Service, Interconnection Customer will be eligible to
inject power from the Generating Facility into and deliver power across
the Transmission System on an “as available” basis up to the amount of
MW identified in the applicable stability and steady state studies to the
extent the upgrades initially required to qualify for ER Interconnection
Service have been constructed. After that date FERC makes effective
MISO’s Energy Market Tariff filed in Docket No. ER04-691-000,
Interconnection Customer may place a bid to sell into the market up to
the maximum identified Generating Facility output, subject to any
conditions specified in the Interconnection Service approval, and the
Generating Facility will be dispatched to the extent the Interconnection
Customer’s bid clears. In all other instances, no transmission or other
delivery service from the Generating Facility is assured, but
Interconnection Customer may obtain Point-To-Point Transmission
Service, Network Integration Transmission Service or be used for
secondary network transmission service, pursuant to the Tariff, up to the
maximum output identified in the stability and steady state studies. In
those instances, in order for Interconnection Customer to obtain the right
to deliver or inject energy beyond the Point of Interconnection or to
improve its ability to do so, transmission delivery service must be
obtained pursuant to the provisions of the Tariff. The Interconnection
Customer’s ability to inject its Generating Facility output beyond the
Point of Interconnection, therefore, will depend on the existing capacity
of the Transmission or Distribution System as applicable, at such time as
a Transmission Service request is made that would accommodate such
delivery. The provision of Firm Point-To-Point Transmission Service or
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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Network Integration Transmission Service may require the construction
of additional Network or Distribution Upgrades.
4.1.2 Network Resource Interconnection Service (NR Interconnection Service).
4.1.2.1 The Product. Transmission Provider must conduct the necessary
studies and Transmission Owner shall construct the facilities identified
in Appendix A of this GIA, subject to the approval of Governmental
Authorities, needed to integrate the Generating Facility in the same
manner as for any Generating Facility being designated as a Network
Resource.
4.1.2.2 Transmission Delivery Service Implications. NR Interconnection
Service allows the Generating Facility to be designated by any Network
Customer under the Tariff on the Transmission System as a Network
Resource, up to the Generating Facility’s full output, on the same basis
as existing Network Resources that are interconnected to the
Transmission or Distribution System, as applicable, and to be studied as
a Network Resource on the assumption that such a designation will
occur. Although NR Interconnection Service does not convey a
reservation of Transmission Service, any Network Customer can utilize
Network Integration Transmission Service under the Tariff to obtain
delivery of energy from the Generating Facility in the same manner as it
accesses Network Resources. A Generating Facility receiving NR
Interconnection Service may also be used to provide Ancillary Services
after technical studies and/or periodic analyses are performed with
respect to the Generating Facility’s ability to provide any applicable
Ancillary Services, provided that such studies and analyses have been or
would be required in connection with the provision of such Ancillary
Services by any existing Network Resource. However, if the
Generating Facility has not been designated as a Network Resource by
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ATTACHMENTS
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any Network Customer, it cannot be required to provide Ancillary
Services except to the extent such requirements extend to all generating
facilities that are similarly situated. The provision of Network
Integration Transmission Service or Firm Point-To-Point Transmission
Service may require additional studies and the construction of additional
upgrades. Because such studies and upgrades would be associated with
a request for delivery service under the Tariff, cost responsibility for the
studies and upgrades would be in accordance with FERC’s policy for
pricing transmission delivery services.
NR Interconnection Service does not necessarily provide Interconnection
Customer with the capability to physically deliver the output of its
Generating Facility to any particular load on the Transmission System
without incurring congestion costs. In the event of transmission or
distribution constraints on the Transmission or Distribution System, as
applicable, the Generating Facility shall be subject to the applicable
congestion management procedures in the Transmission System in the
same manner as Network Resources.
There is no requirement either at the time of study or interconnection, or
at any point in the future, that the Generating Facility be designated as a
Network Resource by a Network Customer or that Interconnection
Customer identify a specific buyer (or sink). To the extent a Network
Customer does designate the Generating Facility as a Network Resource,
it must do so pursuant to the Tariff.
Once an Interconnection Customer satisfies the requirements for
obtaining NR Interconnection Service, any future Transmission Service
request for delivery from the Generating Facility within the
Transmission System of any amount of capacity and/or energy, up to the
amount initially studied, will not require that any additional studies be
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performed or that any further upgrades associated with such Generating
Facility be undertaken, regardless of whether such Generating Facility is
ever designated by a Network Customer as a Network Resource and
regardless of changes in ownership of the Generating Facility. To the
extent Interconnection Customer enters into an arrangement for long
term Transmission Service for deliveries from the Generating Facility to
customers other than the studied Network Customers, or for any Point-
To-Point Transmission Service, such request may require additional
studies and upgrades in order for Transmission Provider to grant such
request. However, the reduction or elimination of congestion or
redispatch costs may require additional studies and the construction of
additional upgrades.
To the extent Interconnection Customer enters into an arrangement for
long term Transmission Service for deliveries from the Generating
Facility outside the Transmission System, such request may require
additional studies and upgrades in order for Transmission Provider to
grant such request.
4.1.2.3 Conditional NR Interconnection Service. An Interconnection Customer
seeking NR Interconnection Service for new or added capacity at a
Generating Facility may be granted conditional NR Interconnection
Service status to the extent there is such capacity available on the
Transmission System to accommodate the Interconnection Customer’s
Generating Facility. At the request of Interconnection Customer,
conditional NR Interconnection Service status may be granted subject to
the system being able to accommodate the interconnection without
upgrades, until such time as higher queued project(s) with a later service
date affecting the same common elements is placed into service. The
conditional NR Interconnection Service status may be converted to ER
Interconnection Service if either of the following occurs:
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ATTACHMENTS
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1)
Interconnection Customer fails to fund necessary studies and
Network Upgrades required to allow the Interconnection
Customer’s Generating Facility to receive NR Interconnection
Service upon the completion of higher queued projects involving
the same common elements; or
2)
The higher queued project(s) or planned and required Network
Upgrades are placed in service and the Network Upgrades required
to provide NR Interconnection Service status to the
Interconnection Customer’s Generating Facility are not in service.
In the event Interconnection Customer fails to fund the necessary studies
and Network Upgrades for NR Interconnection Service, the
Interconnection Customer’s conditional NR Interconnection Service status
shall be converted to ER Interconnection Service status unless
Interconnection Customer makes a new Interconnection Request. Such
new Interconnection Request shall be evaluated in accordance with the
GIP and its new queue position.
Some or all of the conditional NR Interconnection Service status may be
temporarily revoked if the Network Upgrades are not in service when the
higher queued project(s) are placed in service. The availability of
conditional NR Interconnection Service status will be determined by
Transmission Provider’s studies. Upon funding and completion of the
Network Upgrades required to establish the Generating Facility’s NR
Interconnection Service status, the Generating Facility will be granted NR
Interconnection Service status.
The Parties agree that the portion of the Generating Facility classified as
NR Interconnection Service is the first portion of the output of the
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ATTACHMENTS
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combined output of all the units at the Generating Facility except in
circumstances where Interconnection Customer otherwise elects this GIA,
as amended, to allocate that portion to the output of specific unit(s) at the
Generating Facility, the total of which will not exceed the output eligible
for NR Interconnection Service as shown by the additional studies. To the
extent Interconnection Customer desires to obtain NR Interconnection
Service for any portion of the Generating Facility in addition to that
supported by such additional studies, Interconnection Customer will be
required to request such additional NR Interconnection Service through a
separate Interconnection Request in accordance with the GIP.
4.1.3 Surplus Interconnection Service (SI).
4.1.3.1 The Product. Surplus Interconnection Service is restricted
Interconnection Service that allows an Interconnection Customer to
increase the gross generating capability at the same Point of
Interconnection of an Existing Generating Facility without increasing the
total amount of Interconnection Service at the Point of Interconnection.
4.1.3.2 Transmission Delivery Service Implications. Surplus Interconnection
Service does not convey any right to deliver electricity to any specific
customer or Point of Delivery.
4.1.4 ZG Interconnection Service.
4.1.4.1 The Product. ZG Interconnection Service is restricted Interconnection
Service that allows an Interconnection Customer to connect its Generating
Facility to the Transmission System or Distribution System, as applicable,
for the limited purpose of delivering Energy to a source of electrical load
that is at the same substation as the Point of Interconnection to the
Transmission System (i.e., same voltage level at the interconnecting
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
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substation) as the Generating Facility with ZG Interconnection Service
that will serve it.
This service is available only if the study required by Section 3.2.3.2 of
the GIP determines that the proposed interconnection:
(1)
will not result in any injections of Energy onto the Transmission
System beyond the substation identified in the Interconnection
Request as the Point of Interconnection. The restriction on Energy
injection in this paragraph shall not apply to transient, limited
injections associated with a reduction or loss of Load by the ZG
Associated Load provided these remain within the Transient
Tolerance Window established in the Business Practices Manual
for Large Load.
(2)
will not require the construction or modification of any Network
Upgrades to address impacts to the Transmission System with the
exception of Network Upgrades located at the same substation as
the POI and system protection facilities at adjacent substations.
ZG Interconnection Service is specific to the ZG Associated Load(s) that the
Generating Facility identifies in its Interconnection Request, and which shall be
memorialized in the ZGIA. The Generating Facility’s requesting ZG
Interconnection Service will be dispatched, and granted service at a level not to
exceed the total Demand of the ZG Associated Load.
4.1.4.2 Transmission Delivery Service Implications.
ZG Interconnection Service does not grant any right to inject energy onto
the Transmission System beyond the Point of Interconnection except as
may be authorized by Section 3.11.1(a) of these Generator Interconnection
Procedures. ZG Interconnection Service does not provide interconnection
service for the purpose of serving Load other than the ZG Associated
Load(s) identified in the Interconnection Request and memorialized in the
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ATTACHMENTS
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ZGIA. ZG Interconnection Service does not convey transmission service,
which is obtained through a separate process, and does not provide a right
to serve, or a right to transmission service to serve, a ZG Associated Load
or retail customer except as allowed by state laws and regulations.
4.2
Provision of Service. Transmission Provider shall provide Interconnection Service for
the Generating Facility at the Point of Interconnection.
4.3
Performance Standards. Each Party shall perform all of its obligations under this
GIAZGIA in accordance with Applicable Laws and Regulations, Applicable Reliability
Standards, and Good Utility Practice. To the extent a Party is required or prevented or
limited in taking any action by such regulations and standards, or if the obligations of any
Party may become limited by a change in Applicable Laws and Regulations, Applicable
Reliability Standards, and Good Utility Practice after the execution of this GIAZGIA,
that Party shall not be deemed to be in Breach of this GIAZGIA for its compliance
therewith. The Party so limited shall notify the other Parties whereupon Transmission
Provider shall amend this GIAZGIA in concurrence with the other Parties and submit the
amendment to the Commission for approval. The ZG Interconnection Service product
does not supersede any state or local laws or regulations nor does it authorize operations
that would violate state or local laws and regulations, including those establishing which
entities have the right or obligation to serve load. Interconnection Customers are
separately responsible for adhering to all Applicable Laws and Regulations.
4.4
No Transmission Delivery Service. The execution of this GIAZGIA does not constitute
a request for, or the provision of, any transmission delivery service under the 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 GIAZGIA are set forth in Article 9.6 and Article
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ATTACHMENTS
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13.4.1. Interconnection Customer shall be paid for such services in accordance with
Article 11.7.
ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT,
AND CONSTRUCTION
5.1
Options. Unless otherwise mutually agreed to between the Parties, Interconnection
Customer shall select: 1) the In-Service Date, Initial Synchronization Date, and
Commercial Operation Date based on a reasonable construction schedule that will allow
sufficient time for design, construction, equipment procurement, and permit acquisition
of Transmission System equipment or right-of-way; and 2) either the Standard Option or
Alternate Option set forth below and such dates and selected option shall be set forth in
Appendix B. If the dates designated by Interconnection Customer are not acceptable to
Transmission Owner, Transmission Owner 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 Owner, the
Interconnection Customer shall notify Transmission Owner 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 Owner shall design, procure, and construct the
Transmission Owner’s Interconnection Facilities, Network Upgrades, System
Protection Facilities, Distribution Upgrades, and Generator Upgrades using
Reasonable Efforts to complete the Transmission Owner’s Interconnection
Facilities, Network Upgrades, System Protection Facilities, Distribution Upgrades
and Generator Upgrades by the dates set forth in Appendix B, Milestones, subject
to the receipt of all approvals required from Governmental Authorities and the
receipt of all land rights necessary to commence construction of such facilities,
and such other permits or authorizations as may be required. Transmission
Provider or Transmission Owner shall not be required to undertake any action
which is inconsistent with its standard safety practices, its material and equipment
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specifications, its design criteria and construction procedures, its labor
agreements, Applicable Laws and Regulations and Good Utility Practice. In the
event Transmission Owner reasonably expects that it will not be able to complete
the Transmission Owner’s Interconnection Facilities, Network Upgrades, System
Protection Facilities, Distribution Upgrades and Generator Upgrades by the
specified dates, Transmission Owner shall promptly provide written notice to
Interconnection Customer and Transmission Provider 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 and Transmission Owner, Transmission
Provider shall so notify Interconnection Customer within thirty (30) Calendar
Days, and Transmission Owner shall assume responsibility for the design,
procurement and construction of the Transmission Owner’s Interconnection
Facilities by the designated dates.
If Transmission Owner subsequently fails to complete the Transmission Owner’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 Owner 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
Calendar Day that Transmission Provider refuses to grant clearances to install
equipment.
Transmission Owner and Interconnection Customer may adopt an incentive
payment schedule that is mutually agreeable to encourage Transmission Owner to
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ATTACHMENTS
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meet specified accelerated dates. Such payment by Interconnection Customer is
not subject to refund.
5.1.3 Option to Build. Pursuant to Section 7.3.2.5 & 7.3.3.5 of the GIP, Individual or
Multiple Interconnection Customers shall have the option to assume responsibility
for the design, procurement and construction of the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades by the dates
originally designated by Interconnection Customer under Article 5.1.2, , if the
requirements of this Article 5.1.3 are met. When multiple Interconnection
Customers exercise this option, multiple Interconnection Customers may agree to
exercise this option provided (1) all Transmission Owner’s Interconnection
Facilities and Stand Alone Network Upgrades constructed under this option are
only required for Interconnection Customers in a single Cluster and (2) all
impacted Interconnection Customers execute and provide to Transmission
Provider an agreement regarding responsibilities, and payment for, the
construction of Transmission Provider’s Interconnection Facilities and Stand
Alone Network Upgrades planned to be built under this option. The Parties 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
pursuant to Article 5.1 are not acceptable to Transmission Owner, 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 Owner’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 Owner shall
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assume responsibility for the design, procurement and construction of all facilities
other than Transmission Owner’s Interconnection Facilities and Stand Alone
Network Upgrades if Interconnection Customer has elected to exercise the Option
to Build.
Transmission Owner and Interconnection Customer may adopt an incentive
payment schedule that is mutually agreeable to encourage Transmission Owner to
meet specified accelerated dates. Such payment by Interconnection Customer is
not subject to refund.
5.2
General Conditions Applicable to Option to Build. If Interconnection Customer
assumes responsibility for the design, procurement and construction of the Transmission
Owner’s Interconnection Facilities and Stand Alone Network Upgrades after receipt of
all required approvals from Governmental Authorities necessary to commence
construction,
(1) Interconnection Customer shall engineer, procure equipment, and construct
the Transmission Owner’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 Owner, or as required by
any Governmental Authority;
(2) Interconnection Customer’s engineering, procurement and construction of the
Transmission Owner’s Interconnection Facilities and Stand Alone Network
Upgrades shall comply with all requirements of law or Governmental Authority to
which Transmission Owner would be subject in the engineering, procurement or
construction of the Transmission Owner’s Interconnection Facilities and Stand
Alone Network Upgrades;
(3) Transmission Provider, at Transmission Provider’s option, and Transmission
Owner shall be entitled to review and approve the engineering design, equipment
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acceptance tests(including witnessing of acceptance tests), and the construction
(including monitoring of construction) of the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades, and shall have the
right to reject any design, procurement, construction or acceptance test of any
equipment that does not meet the standards and specifications of Transmission
Provider, Transmission Owner and any Governmental Authority;
(4) prior to commencement of construction, Interconnection Customer shall
provide to Transmission Provider and Transmission Owner a schedule for
construction of the Transmission Owner’s Interconnection Facilities and Stand
Alone Network Upgrades, and shall promptly respond to requests for information
from Transmission Provider and Transmission Owner;
(5) at any time during construction, Transmission Provider and Transmission
Owner shall have unrestricted access to the construction site for the Transmission
Owner’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 the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades not meet the
standards and specifications provided by Transmission Owner, Interconnection
Customer shall be obligated to remedy deficiencies in that portion of the
Transmission Owner’s Interconnection Facilities and Stand Alone Network
Upgrades to meet the standards and specifications provided by Transmission
Provider and Transmission Owner;
(7) Interconnection Customer shall indemnify Transmission Provider and
Transmission Owner for claims arising from the Interconnection Customer’s
construction of the Transmission Owner’s Interconnection Facilities and Stand
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Alone Network Upgrades under the terms and procedures applicable to
Article 18.1, Indemnity;
(8) Interconnection Customer shall transfer control of the Transmission Owner’s
Interconnection Facilities and Stand Alone Network Upgrades to Transmission
Owner;
(9) Unless Parties otherwise agree, Interconnection Customer shall transfer
ownership of the Transmission Owner’s Interconnection Facilities and Stand
Alone Network Upgrades to Transmission Owner in accordance with Appendix
B;
(10) Transmission Provider, at Transmission Provider’s option, and Transmission
Owner shall approve and accept for operation and maintenance the Transmission
Owner’s Interconnection Facilities and Stand Alone Network Upgrades to the
extent engineered, procured, and constructed in accordance with this Article 5.2
only if the Transmission Owner’s Interconnection Facilities and Stand Alone
Network Upgrades meet the standards and specifications of Transmission
Provider, Transmission Owner and any Governmental Authority.
(11) Interconnection Customer shall deliver to Transmission Owner “as-built”
drawings, information, and any other documents that are reasonably required by
Transmission Owner to assure that the Interconnection Facilities and Stand-Alone
Network Upgrades are built to the standards and specifications required by
Transmission Owner.
(12) If Interconnection Customer exercises the Option to Build pursuant to Article
5.1.3, Interconnection Customer shall pay Transmission Owner the agreed upon
amount of [$ PLACEHOLDER] for Transmission Owner to execute the
responsibilities enumerated to Transmission Owner under Article 5.2.
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Transmission Owner shall invoice Interconnection Customer for this total amount
to be divided on a monthly basis pursuant to Article 12.
(13) If Interconnection Customer exercises the Option to Build pursuant to Article
5.1.3, and the Transmission Owner has elected to fund the costs of Network
Upgrades pursuant to Article 11.3, then prior to Interconnection Customer
incurring any construction costs relating to the Option to Build and by the date
specified in Appendix B, Interconnection Customer shall invoice the
Transmission Owner for the estimated amount to be expended by the
Interconnection Customer to construct any Stand Alone Network Upgrades for
which the Interconnection Customer has exercised its Option to Build in
accordance with Appendix B. The Transmission Owner shall be required to
reimburse Interconnection Customer for the full amount of such invoiced costs by
the date specified in Appendix B, which shall be prior to the date by which
Interconnection Customer must make any construction payment for such Stand
Alone Network Upgrades. After completion of the construction of Stand Alone
Network Upgrades by the Interconnection Customer and by the date specified in
Appendix B for the Interconnection Customer to transfer such Stand Alone
Network Upgrades to the Transmission Owner, Interconnection Customer shall
provide an invoice of the final cost of the construction of Stand Alone Upgrades
and shall set forth such costs in sufficient detail to enable the Transmission Owner
to compare the actual costs with the estimates and to ascertain deviations, if any,
from the cost estimates. In the event that the actual costs exceed the estimated
costs previously invoiced by Interconnection Customer and paid by Transmission
Owner, Transmission Owner shall pay to Interconnection Customer the difference
between the amount previously paid and the actual costs within thirty (30)
Calendar Days after receipt of a final construction invoice from Interconnection
Customer. In the event that the actual costs are less than the estimated costs
previously invoiced by Interconnection Customer and paid by Transmission
Owner, Interconnection Customer shall refund, with interest (calculated in
accordance with 18 C.F.R. Section 35.19a(a)(2)(iii), to Transmission Owner any
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amount by which the actual payment by Transmission Owner for estimated costs
exceeds the actual costs of construction within thirty (30) Calendar Days of the
issuance of such final construction invoice. Following the transfer of the Stand
Alone Network Upgrades from the Interconnection Customer to the Transmission
Owner, the Interconnection Customer shall make payments for such facilities to
the Transmission Owner pursuant to an agreement between and among the
Parties.
5.3
Liquidated Damages. The actual damages to Interconnection Customer, in the event the
Transmission Owner’s Interconnection Facilities or Network Upgrades are not completed
by the dates designated by Interconnection Customer and accepted by Transmission
Provider and Transmission Owner 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 Owner
to Interconnection Customer in the event that Transmission Owner does not complete any
portion of the Transmission Owner’s Interconnection Facilities or Network Upgrades by
the applicable dates, shall be an amount equal to ½ of 1 percent per day of the actual cost
of the Transmission Owner’s Interconnection Facilities and Network Upgrades, in the
aggregate, for which Transmission Owner 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 the Transmission Owner’s Interconnection Facilities and Network Upgrades for
which Transmission Owner has assumed responsibility to design, procure, and construct.
The foregoing payments will be made by Transmission Owner 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 GIAZGIA. Liquidated damages, when the Parties agree to them, are the exclusive
remedy for the Transmission Owner’s failure to meet its schedule.
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No liquidated damages shall be paid to Interconnection Customer if: (1) Interconnection
Customer is not ready to commence use of the Transmission Owner’s Interconnection
Facilities or Network Upgrades to take the delivery of power for the Generating Facility’s
Trial Operation or to export power from the Generating Facility on the specified dates,
unless Interconnection Customer would have been able to commence use of the
Transmission Owner’s Interconnection Facilities or Network Upgrades to take the
delivery of power for Generating Facility’s Trial Operation or to export power from the
Generating Facility, but for Transmission Owner’s delay; (2) the Transmission Owner’s
failure to meet the specified dates is the result of the action or inaction of Transmission
Provider, Interconnection Customer or any other earlier queued Interconnection
Customer who has entered into an earlier GIA or ZGIA with Transmission Provider
and/or a Transmission Owner or with an Affected System Operator, or any cause beyond
Transmission Owner’s reasonable control or reasonable ability to cure;
(3) Interconnection Customer has assumed responsibility for the design, procurement and
construction of the Transmission Owner’s Interconnection Facilities and Stand Alone
Network Upgrades; (4) the delay is due to the inability of Transmission Owner to obtain
all required approvals from Governmental Authorities in a timely manner for the
construction of any element of the Interconnection Facilities, Network Upgrades or Stand
Alone Network Upgrades, or any other permit or authorization required, or any land
rights or other private authorizations that may be required, and Transmission Owner has
exercised Reasonable Efforts in procuring such approvals, permits, rights or
authorizations; or (5) the Parties have otherwise agreed.
5.4
Power System Stabilizers. Interconnection Customer shall procure, install, maintain
and operate power system stabilizers in accordance with the guidelines and procedures
established by the Electric Reliability Organization. Transmission Provider and
Transmission Owner reserve the right to reasonably establish minimum acceptable
settings for any installed power system stabilizers, subject to the design and operating
limitations of the Generating Facility. If the Generating Facility’s power system
stabilizers are removed from service or are not capable of automatic operation,
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Interconnection Customer shall immediately notify the Transmission Provider’s system
operator, or its designated representative. The requirements of this paragraph shall not
apply to induction generators.
5.5
Equipment Procurement. If responsibility for construction of the Transmission
Owner’s Interconnection Facilities, Network Upgrades and/or Distribution Upgrades is to
be borne by Transmission Owner, then Transmission Owner shall commence design of
the Transmission Owner’s Interconnection Facilities, Network Upgrades and/or
Distribution 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 Interconnection Facilities Study
pursuant to the Interconnection Facilities Study Agreement; and
5.5.2 Where applicable, Interconnection Customer has provided security to
Transmission Owner in accordance with Article 11.6 by the dates specified in
Appendix B, Milestones.
5.6
Construction Commencement. Transmission Owner shall commence construction of
the Transmission Owner’s Interconnection Facilities, Network Upgrades, Transmission
Owner’s System Protection Facilities, Distribution Upgrades, and Generator 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; and
5.6.2 Where applicable, Interconnection Customer has provided security to
Transmission Owner in accordance with Article 11.6 by the dates specified in
Appendix B, Milestones.
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5.7
Work Progress. Transmission Owner and Interconnection Customer will keep each
other and Transmission Provider advised periodically as to the progress of their
respective design, procurement and construction efforts. Either Transmission Owner or
Interconnection Customer may, at any time, request a progress report from the other, with
a copy to be provided to the other Parties. If, at any time, Interconnection Customer
determines that the completion of the Transmission Owner’s Interconnection Facilities,
Network Upgrades, or Transmission Owner’s System Protection Facilities will not be
required until after the specified In-Service Date, Interconnection Customer will provide
written notice to Transmission Provider and Transmission Owner of such later date upon
which the completion of the Transmission Owner’s Interconnection Facilities, Network
Upgrades or Transmission Owner’s System Protection Facilities will be required.
Transmission Owner may delay the In-Service Date of its facilities accordingly.
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
Interconnection Facilities and compatibility of the Interconnection Facilities with the
Transmission System or Distribution System, as applicable, 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 the Transmission Owner’s Interconnection
Facilities, Network Upgrades, or Transmission Owner’s System Protection
Facilities, Distribution Upgrades or Generator Upgrades are not reasonably
expected to be completed prior to the Commercial Operation Date of the
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 Generating Facility and the Interconnection
Customer’s Interconnection Facilities may operate prior to the completion of the
Transmission Owner’s Interconnection Facilities, Network Upgrades,
Transmission Owner’s System Protection Facilities, Distribution Upgrades or
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Generator Upgrades consistent with Applicable Laws and Regulations,
Applicable Reliability Standards, Good Utility Practice, and this GIAZGIA.
Transmission Provider and Transmission Owner shall permit Interconnection
Customer to operate the Generating Facility and the Interconnection Customer’s
Interconnection Facilities in accordance with the results of such studies; provided,
however, such studies reveal that such operation may occur without detriment to
the Transmission System as then configured and in accordance with the safety
requirements of Transmission Owner and any Governmental Authority.
The maximum permissible output of the Generating Facility will be updated on a
quarterly basis if the Network Upgrades necessary for the interconnection of the
Generating Facility pursuant to this GIAZGIA are not in service within six (6)
months following the Commercial Operation Date of the Generating Facility as
specified in Appendix B of this GIAZGIA. These quarterly studies will be
performed using the same methodology set forth in Section 11.5 of the GIP.
These quarterly updates will end when all Network Upgrades necessary for the
interconnection of the Generating Facility pursuant to this GIAZGIA are in
service.
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
Generator Interconnection Agreement or Interconnection Customer may request
the filing of an unexecuted Provisional 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
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Provider’s 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 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 Generator Interconnection Agreement shall
be studied and updated on a quarterly basis. Interconnection Customer assumes all
risk and liabilities with respect to changes between the Provisional Generator
Interconnection Agreement and the 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. Interconnection Customer
shall, at its expense, design, procure, construct, own or control, and install the ICIF, as set
forth in Appendix A.
5.10.1
Interconnection Customer’s Interconnection Facility Specifications.
Interconnection Customer shall submit initial design and specifications for the
ICIF, including Interconnection Customer’s System Protection Facilities, to
Transmission Provider and Transmission Owner at least one hundred eighty
(180) Calendar Days prior to the Initial Synchronization Date; and final design
and specifications for review and comment at least ninety (90) Calendar Days
prior to the Initial Synchronization Date. Transmission Provider at
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Transmission Provider’s option, and Transmission Owner shall review such
specifications to ensure that the ICIF are compatible with their respective
technical specifications, operational control, and safety requirements and
comment on such design and 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 and Transmission Owner’s Review. Transmission
Provider’s and Transmission Owner’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
Generating Facility, or the ICIF. Interconnection Customer shall make such
changes to the ICIF as may reasonably be required by Transmission Provider
and Transmission Owner, 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 and Transmission
Owner.
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 and Transmission Owner “as-built” drawings,
information and documents for the ICIF, such as: a one-line diagram, a site plan
showing the 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 the
Interconnection Customer’s step-up transformers, the facilities connecting the
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 Generating Facility. Interconnection Customer shall provide
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Transmission Provider and Transmission Owner with Interconnection
Customer’s specifications for the excitation system, automatic voltage regulator,
Generating Facility control and protection settings, transformer tap settings, and
communications, if applicable.
5.11
Transmission Owner’s Interconnection Facilities Construction. The Transmission
Owner’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 Owner shall deliver to Transmission Provider (if
requested) and Interconnection Customer the “as-built” drawings, information and
documents for the Transmission Owner’s Interconnection Facilities specified in
Appendix C to this GIAZGIA.
Such drawings, information and documents shall be deemed Confidential Information.
Upon completion, the Transmission Owner’s Interconnection Facilities and Stand Alone
Network Upgrades shall be under the control of Transmission Provider or its designated
representative.
5.12
Access Rights. Upon reasonable notice 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 Generating Facility with the Transmission System; (ii) operate and maintain the
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 GIAZGIA. In exercising such licenses, rights of way and easements, the Access
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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 the Transmission Owner’s
Interconnection Facilities, Network Upgrades, and/or Distribution Upgrades is to be
installed on property owned by persons other than Interconnection Customer or
Transmission Owner, 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 to the
extent permitted and consistent with Applicable Laws and Regulations and, to the extent
consistent with such Applicable Laws and Regulations, to procure from such persons any
rights of use, licenses, rights of way and easements that are necessary to construct,
operate, maintain, test, inspect, replace or remove the Transmission Owner’s
Interconnection Facilities, Network Upgrades and/or Distribution 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 Owner
shall provide permitting assistance to Interconnection Customer comparable to that
provided to the Transmission Owner’s own, or an Affiliate’s, generation to the extent that
Transmission Owner or its Affiliate owns generation.
5.15
Early Construction of Base Case Facilities. (Includes facilities required for all queued
projects with interconnection agreements ).Interconnection Customer may request
Transmission Owner to construct, and Transmission Owner shall construct, using
Reasonable Efforts to accommodate Interconnection Customer’s In-Service Date, all or
any portion of any Network Upgrades, Transmission Owner’s System Protection
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Facilities or Distribution Upgrades required for Interconnection Customer to be
interconnected to the Transmission or Distribution System, as applicable, which are
included in the Base Case of the Interconnection Facilities Study for Interconnection
Customer, and which also are required to be constructed for another Interconnection
Customer with a prior GIAZGIA, but where such construction is not scheduled to be
completed in time to achieve Interconnection Customer’s In-Service Date. Any such
Network Upgrades, System Protection Facilities or Distribution Upgrades are included in
the facilities to be constructed and as set forth in Appendix A to this GIAZGIA to the
extent they are reasonably known.
5.16
Suspension.
5.16.1 Interconnection Customer’s Right to Suspend for Force Majeure Event;
Obligations. Provided that such suspension is permissible under the
authorizations, permits or approvals granted for the construction of such
Interconnection Facilities, Network Upgrades or Stand Alone Network Upgrades,
Interconnection Customer will not suspend unless a Force Majeure event occurs.
Interconnection Customer must provide written notice of its request for
suspension to Transmission Provider and Transmission Owner, and provide a
description of the Force Majeure event that is acceptable to Transmission
Provider. Suspension will only apply to Interconnection Customer milestones and
Interconnection Facilities described in the Appendices of this GIAZGIA. Prior to
suspension, Interconnection Customer must also provide security acceptable to
Transmission Owner, equivalent to the higher of $5 million or the total cost of all
Network Upgrades, Transmission Owner’s System Protection Facilities, and
Distribution Upgrades listed in Appendix A of this GIAZGIA. Network
Upgrades and Transmission Owner’s Interconnection Facilities will be
constructed on the schedule described in the Appendices of this GIAZGIA unless:
(1) construction is prevented by the order of a Governmental Authority; (2) the
Network Upgrades are not needed by any other project; or (3) Transmission
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Owner or Transmission Provider determines that a Force Majeure event prevents
construction. In the event of (1), (2), or (3) security shall be released upon the
determination that the Network Upgrades will no longer be constructed.
If suspension occurs, the Transmission or Distribution System, as applicable, shall
be left in a safe and reliable condition in accordance with Good Utility Practice
and the Transmission Provider’s and Transmission Owner’s safety and reliability
criteria. In such event, Interconnection Customer shall be responsible for all
reasonable and necessary costs which Transmission Provider and Transmission
Owner (i) have incurred pursuant to this GIAZGIA prior to the suspension and (ii)
incur 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 or Distribution System, as applicable, 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 and Transmission Owner cannot reasonably avoid; provided, however,
that prior to canceling or suspending any such material, equipment or labor
contract, Transmission Provider and Transmission Owner shall obtain
Interconnection Customer’s authorization to do so.
Transmission Provider and Transmission Owner shall each invoice
Interconnection Customer for such costs pursuant to Article 12 and shall use
Reasonable Efforts to minimize its costs. In the event Interconnection Customer
suspends work by Transmission Owner required under this GIAZGIA pursuant to
this Article 5.16, and has not requested Transmission Owner to recommence the
work required under this GIAZGIA on or before the expiration of three (3) years
following commencement of such suspension, this GIAZGIA 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.
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5.16.2 Effect of Missed Interconnection Customer Milestones. If Interconnection
Customer fails to provide notice of suspension pursuant to Article 5.16, and
Interconnection Customer fails to fulfill or complete any Interconnection
Customer Milestone provided in Appendix B (“Milestone”), this constitutes a
Breach under this GIAZGIA. Depending upon the consequences of the Breach
and effectiveness of the cure pursuant to Article 17, the Transmission Owner’s
Milestones may be revised, following consultation with Interconnection
Customer, consistent with Reasonable Efforts, and in consideration of all relevant
circumstances. Parties shall employ Reasonable Efforts to maintain their
remaining respective Milestones.
5.16.3 Effect of Suspension; Parties Obligations. In the event that Interconnection
Customer suspends work pursuant to this Article 5.16, no construction duration,
timelines and schedules set forth in Appendix B shall be suspended during the
period of suspension unless ordered by a Governmental Authority, with such
order being the Force Majeure event causing the suspension. Should
Interconnection Customer request that work be recommenced, Transmission
Owner shall be obligated to proceed with Reasonable Efforts and in consideration
of all relevant circumstances including regional outage schedules, construction
availability and material procurement in performing the work as described in
Appendix A and Appendix B. Transmission Owner will provide Interconnection
Customer with a revised schedule for the design, procurement, construction,
installation and testing of the Transmission Owner’s Interconnection Facilities
and Network Upgrades. Upon any suspension by Interconnection Customer
pursuant to Article 5.16, Interconnection Customer shall be responsible for only
those costs specified in this Article 5.16.
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
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Transmission Owner for the installation of the Transmission Owner’s
Interconnection Facilities, Network Upgrades, Transmission Owner’s System
Protection Facilities, Distribution Upgrades and Generator 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. To the extent that
Transmission Owner is a limited liability company and not a corporation, and has
elected to be taxed as a partnership, then the following shall apply: Transmission
Owner represents, and the Parties acknowledge, that Transmission Owner is a
limited liability company and is treated as a partnership for federal income tax
purposes. Any payment made by Interconnection Customer to Transmission
Owner for Network Upgrades is to be treated as an upfront payment in
accordance with Rev Proc 2005-35. It is anticipated by the parties that any
amounts paid by Interconnection Customer to Transmission Owner for Network
Upgrades will be reimbursed to Interconnection Customer in accordance with the
terms of this GIAZGIA, provided Interconnection Customer fulfills its obligations
under this GIAZGIA.
5.17.2
Representations and Covenants. In accordance with IRS Notice 2016-36,
Interconnection Customer represents and covenants that (i) ownership of the
electricity generated at the 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 Owner for the Transmission Owner’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 the Transmission Owner’s
Interconnection Facilities that is a “dual-use intertie,” within the meaning of
IRS Notice 2016-36, is reasonably expected to carry only a de minimis amount
of electricity in the direction of the Generating Facility. For this purpose, “de
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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 2016-36. 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 Owner’s request, Interconnection Customer shall provide
Transmission Owner with a report from an independent engineer confirming its
representation in clause (iii), above, with a copy to Transmission Provider.
Transmission Owner represents and covenants that the cost of the Transmission
Owner’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 Upon
Transmission Owner. Notwithstanding Article 5.17.1 and to the extent
permitted by law, Interconnection Customer shall protect, indemnify and hold
harmless Transmission Owner from the cost consequences of any tax liability
imposed against Transmission Owner as the result of payments or property
transfers made by Interconnection Customer to Transmission Owner under this
GIAZGIA for Interconnection Facilities, as well as any interest and penalties,
other than interest and penalties attributable to any delay caused by
Transmission Owner.
Transmission Owner shall not include a gross-up for the cost consequences of
any current tax liability in the amounts it charges Interconnection Customer
under this GIAZGIA unless (i) Transmission Owner has determined, in good
faith, that the payments or property transfers made by Interconnection Customer
to Transmission Owner should be reported as income subject to taxation or (ii)
any Governmental Authority directs Transmission Owner to report payments or
property as income subject to taxation; provided, however, that Transmission
Owner may require Interconnection Customer to provide security for
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Interconnection Facilities, in a form reasonably acceptable to Transmission
Owner (such as a parental guarantee or a letter of credit), in an amount equal to
the cost consequences or any current tax liability under this Article 5.17.
Interconnection Customer shall reimburse Transmission Owner 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 Owner 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 Owner 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
Owner, in addition to the amount paid for the Interconnection Facilities,
Network Upgrades, Transmission Owner’s System Protection Facilities, and/or
Distribution Upgrades, an amount equal to (1) the current taxes imposed on
Transmission Owner (“Current Taxes”) on the excess of (a) the gross income
realized by Transmission Owner as a result of payments or property transfers
made by Interconnection Customer to Transmission Owner under this
GIAZGIA (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 Owner to receive and retain, after the
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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
Owner’s composite federal and state tax rates at the time the payments or
property transfers are received and Transmission Owner 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 Owner’s anticipated tax depreciation deductions as
a result of such payments or property transfers by Transmission Owner’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 Owner 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 Owner under
this GIAZGIA 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 Owner and Interconnection Customer shall cooperate in good
faith with respect to the submission of such request.
Transmission Owner shall keep Interconnection Customer fully informed of the
status of such request for a private letter ruling and shall execute either a privacy
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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 Owner 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 Owner’s Interconnection Facilities are placed in service,
(i) Interconnection Customer breaches the covenant contained in Article 5.17.2,
(ii) a “disqualification event” occurs within the meaning of IRS Notice 88-129,
or (iii) this GIAZGIA terminates and Transmission Owner retains ownership of
the Interconnection Facilities, Network Upgrades, Transmission Owner’s
System Protection Facilities, and/or Distribution Upgrades, Interconnection
Customer shall pay a tax gross-up for the cost consequences of any current tax
liability imposed on Transmission Owner, 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 Owner’s receipt of payments or property constitutes income that
is subject to taxation, Transmission Owner 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 Owner may appeal, protest, seek abatement of, or
otherwise oppose such determination. Upon Interconnection Customer’s written
request and sole expense, Transmission Owner shall 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 Owner 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
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of the claim, but Transmission Owner 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 Owner on a periodic basis,
as invoiced by Transmission Owner, Transmission Owner’s documented
reasonable costs of prosecuting such appeal, protest, abatement or other contest.
At any time during the contest, Transmission Owner may agree to a settlement
either with Interconnection Customer’s consent or after obtaining written advice
from nationally-recognized tax counsel, selected by Transmission Owner, 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
Owner 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
Owner which holds that any amount paid or the value of any property
transferred by Interconnection Customer to Transmission Owner under the
terms of this GIAZGIA 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 Owner in good faith
that any amount paid or the value of any property transferred by Interconnection
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Customer to Transmission Owner under the terms of this GIAZGIA is not
taxable to Transmission Owner, (c) any abatement, appeal, protest, or other
contest results in a determination that any payments or transfers made by
Interconnection Customer to Transmission Owner are not subject to federal
income tax, or (d) if Transmission Owner 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 Owner pursuant to
this GIAZGIA, Transmission Owner shall promptly refund to Interconnection
Customer the following:
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 Owner for such taxes which Transmission Owner did not
submit to the taxing authority, calculated in accordance with the
methodology set forth in 18 C.F.R. Section 35.19a(a)(2)(iii) from the date
payment was made by Interconnection Customer to the date Transmission
Owner refunds such payment to Interconnection Customer, and
(iii) with respect to any such taxes paid by Transmission Owner, any
refund or credit Transmission Owner 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 Owner for such overpayment of taxes (including any
reduction in interest otherwise payable by Transmission Owner to any
Governmental Authority resulting from an offset or credit); provided,
however, that Transmission Owner will remit such amount promptly to
Interconnection Customer only after and to the extent that Transmission
Owner has received a tax refund, credit or offset from any Governmental
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Authority for any applicable overpayment of income tax related to the
Transmission Owner’s Interconnection Facilities.
The intent of this provision is to leave both 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
Owner shall appeal, protest, seek abatement of, or otherwise contest any tax
(other than federal or state income tax) asserted or assessed against
Transmission Owner for which Interconnection Customer may be required to
reimburse Transmission Owner under the terms of this GIAZGIA.
Interconnection Customer shall pay to Transmission Owner on a periodic basis,
as invoiced by Transmission Owner, Transmission Owner’s documented
reasonable costs of prosecuting such appeal, protest, abatement, or other contest.
Interconnection Customer and Transmission Owner 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 Owner 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 Owner.
5.18
Tax Status. Each Party shall cooperate with the other Parties to maintain each Party’s
tax status. Nothing in this GIAZGIA is intended to adversely affect any Party’s tax-
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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
another Party’s facilities, that Party shall provide to the other Parties sufficient
information regarding such modification so that the other Parties may evaluate
the potential impact of such modification prior to commencement of the work.
Such information shall be deemed to be Confidential Information 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 Generating Facility. The Party desiring to perform such work shall provide
the relevant drawings, plans, and specifications to the other Parties 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 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 or Distribution System as applicable, Transmission Owner’s
Interconnection Facilities, Network Upgrades, Transmission Owner’s System
Protection Facilities, and/or Distribution Upgrades necessitated by such
Interconnection Customer modification and a good faith estimate of the costs
thereof which shall be the responsibility of Interconnection Customer.
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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
GIAZGIA and Good Utility Practice.
5.19.3
Modification Costs. Interconnection Customer shall not be directly assigned
the costs of any additions, modifications, or replacements that Transmission
Owner makes to the Transmission Owner’s Interconnection Facilities, Network
Upgrades, Transmission Owner’s System Protection Facilities, Distribution
Upgrades, or the Transmission or Distribution System, as applicable, to
facilitate the interconnection of a third party to the Transmission Owner’s
Interconnection Facilities or the Transmission or Distribution System, as
applicable, or to provide transmission service to a third party under the Tariff.
Interconnection Customer shall be responsible for the costs of any additions,
modifications, or replacements to the 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.
5.19.4
Sole Interconnection: During the term of this GIAZGIA, Interconnection
Customer shall not connect the Generating Facilities described in Appendix A
of this GIAZGIA to the transmission facilities of any transmission provider
other than the Transmission Provider, or a successor to the Transmission
Provider, except as expressly allowed by the Transmission Provider’s Tariff.
Any connection that violates this Article 5.19.4 shall be deemed a breach of this
GIAZGIA subject to default and termination pursuant to Articles 17 and 2 of
this GIAZGIA. In the event Interconnection Customer proposes to connect the
Generating Facilities to the transmission system of another transmission
provider, all Interconnection Service under this agreement shall terminate no
later than the date on which such Generating Facilities achieve commercial
operation over its connection to the other transmission provider.
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Interconnection Customer shall adhere to the requirements of Attachment Y to
the Tariff as applicable.
ARTICLE 6. TESTING AND INSPECTION
6.1
Pre-Commercial Operation Date Testing and Modifications. Prior to the Commercial
Operation Date, Transmission Owner shall test the Transmission Owner’s
Interconnection Facilities, Network Upgrades, Transmission Owner’s System Protection
Facilities and Distribution Upgrades, and Interconnection Customer shall test each
electric production device at the Generating Facility, Interconnection Customer’s System
Protection Facilities, including control equipment to limit injection at the POI to the level
of Interconnection Service set forth in Appendix A and the Interconnection Customer’s
Interconnection Facilities to ensure their safe and reliable operation. Similar testing may
be required after initial operation. Transmission Owner and Interconnection Customer
shall make any modifications to their respective 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
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 Generating Facility with the Transmission or Distribution System,
as applicable, in a safe and reliable manner. Each Party shall have the right, upon
advance written notice, to require reasonable additional testing of the Interconnection
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 Parties in advance of its
performance of tests of its Interconnection Facilities. The other Parties shall each have
the right, at its own expense, to observe such testing.
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6.4
Right to Inspect. Each Party shall have the right, but shall have no obligation to:
(i) observe Transmission Owner’s and Interconnection Customer’s tests and/or inspection
of any of their respective System Protection Facilities and other protective equipment,
including power system stabilizers and control equipment; (ii) review the settings of the
System Protection Facilities and other protective equipment; and (iii) review the
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 Parties. 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
GIAZGIA.
ARTICLE 7. METERING
7.1
General. Each Party shall comply with the Electric Reliability Organization
requirements. Unless the Interconnection Customer is utilizing shared Interconnection
Customer Interconnection Facilities, or unless otherwise agreed by the Parties,
Transmission Owner, at its election, or otherwise Interconnection Customer, shall install
Metering Equipment (the “Metering Party”) at the Point of Interconnection prior to any
operation of the Generating Facility. Transmission Owner, at its election, or otherwise
Interconnection Customer shall own, operate, test and maintain such Metering
Equipment. Power flows to and from the Generating Facility shall be measured at or, at
the Metering Party’s option, compensated to, the Point of Interconnection. If
Interconnection Customer will share Interconnection Facilities with any other projects,
Interconnection Customer shall install Metering Equipment either on its own Generating
Facility or its own non-shared facilities sufficient to measure the output of such
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Interconnection Customer’s Generating Facility separately from any other Generating
Facilities with which it will share Interconnection Facilities. The Metering Party shall
provide metering quantities, in analog and/or digital form, to the other Parties upon
request. Interconnection Customer shall bear all reasonable documented costs associated
with the purchase, installation, operation, testing and maintenance of the Metering
Equipment. Interconnection customer with a Generating Facility granted ZG
Interconnection Service shall install and meter for its Generating Facility separate from
any metering used for the ZG Associated Load.
7.1.1:
Market Registration: An Interconnection customer with a Generating Facility
granted ZG Interconnection Service greater than 5 MW shall submit a
completed Market Participant Application pursuant to Section 38.2 et seq. of the
Tariff (Module C) not later than thirty (30) Calendar Days after the executing or
requesting the unexecuted filing of this Agreement Interconnection Customer
with ZG Interconnection Service shall take all steps required by the MISO
Tariff and applicable Business Practices Manual to complete registration as a
Generation Resource, Energy Storage Resource, or Dispatchable Intermittent
Resource based on its applicable operating characteristics prior to its
Commercial Operation Date and shall maintain such registration for the
duration of its ZG Interconnection Service.
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 the Metering Equipment owned by the Metering Party. Such check
meters shall be for check purposes only and shall not be used for the measurement of
power flows for purposes of this GIAZGIA, 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, Transmission Owner or their designees. The installation,
operation and maintenance thereof shall be performed entirely by Interconnection
Customer in accordance with Good Utility Practice.
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7.3
Standards. The Metering Party shall install, calibrate, and test revenue quality Metering
Equipment in accordance with applicable ANSI standards.
7.4
Testing of Metering Equipment. The Metering Party shall inspect and test Metering
Equipment upon installation and at least once every two (2) years thereafter. If requested
to do so by a Party, the Metering Party shall, at the requesting Party’s expense, inspect or
test Metering Equipment more frequently than every two (2) years. The Metering Party
shall give reasonable notice to the other Parties of the time when any inspection or test
shall take place, and the other Parties 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 the Metering Party’s
failure to maintain, then the Metering Party 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 (2%) from the measurement made by the standard meter used in the test,
the Metering Party 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 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
Transmission Owner 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 Generating Facility to the Point
of Interconnection.
ARTICLE 8. COMMUNICATIONS
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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 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 Generating Facility to the location(s) specified
by Transmission Provider. Any required maintenance of such communications
equipment shall be performed by and at the cost of 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.
Unless the Generating Facility is an Intermittent Resource not relying on wind or solar as
a fuel source, Interconnection Customer shall install communication and control
equipment such that the Generating Facility can receive and respond to the appropriate
dispatch signals while operating under the Tariff. Where applicable, the requirements of
the communication and control equipment will be enumerated in Appendix C to this
GIAZGIA.
8.2
Remote Terminal Unit (RTU). Prior to the Initial Synchronization Date of the
Generating Facility, a remote terminal unit, or equivalent data collection and transfer
equipment acceptable to both Parties, shall be installed by Interconnection Customer, or
by Transmission Owner at Interconnection Customer’s expense, to gather accumulated
and instantaneous data to be telemetered to the location(s) designated by Transmission
Owner and 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 Owner and Transmission Provider. Instantaneous bi-
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directional analog real power and reactive power flow information must be telemetered
directly to the location(s) specified by Transmission Provider and Transmission Owner.
Each Party will promptly advise the other Parties if it detects or otherwise learns of any
metering, telemetry or communications equipment errors or malfunctions that require the
attention and/or correction. 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. Interconnection Customer
whose Generating Facility contains at least one 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. Interconnection
Customer with a Variable Energy Resource having wind as the energy source will, upon
request by the Transmission Provider, be required to provide Transmission Provider with
site-specific meteorological data including: temperature, wind speed, wind direction, and
atmospheric pressure. Interconnection Customer with a Variable Energy Resource
having solar as the energy source will, upon request by the Transmission Provider, be
required to provide the Transmission Provider with site-specific meteorological data
including: temperature, atmospheric pressure, and irradiance. Transmission Provider
and Interconnection Customer whose Generating Facility contains 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. Interconnection
Customer whose Generating Facility contains a Variable Energy Resource also shall
submit data to Transmission Provider regarding all forced outages to the extent necessary
for Transmission Provider’s development and deployment of power production forecasts
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for that class of Variable Energy Resources. The exact specifications of the
meteorological and forced outage data to be provided by Interconnection Customer to
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 Transmission Provider. Data requirements for meteorological and forced
outage data will be negotiated by Transmission Provider and Interconnection Customer,
and will be set forth in Appendix C, Interconnection Details, of this GIAZGIA.
ARTICLE 9. OPERATIONS
9.1
General. Each Party shall comply with the Electric Reliability Organization
requirements. Each Party shall provide to any Party all information that may reasonably
be required by that Party to comply with Applicable Laws and Regulations and
Applicable Reliability Standards.
9.2
Local Balancing Authority Notification. At least three (3) months before Initial
Synchronization Date, Interconnection Customer shall notify Transmission Provider and
Transmission Owner in writing of the Local Balancing Authority in which the Generating
Facility will be located. If Interconnection Customer elects to locate the Generating
Facility through dynamic metering/scheduling in a Local Balancing Authority other than
the Local Balancing Authority in which the 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 GIAZGIA,
and remote Local Balancing Authority generator interchange agreements, if applicable,
and the appropriate measures under such agreements, shall be executed and implemented
prior to the placement of the Generating Facility in the other Local Balancing Authority.
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9.3
Transmission Provider and Transmission Owner Obligations. Transmission Provider
shall cause the Transmission System and the Transmission Owner’s Interconnection
Facilities to be operated, maintained and controlled in a safe and reliable manner in
accordance with this GIAZGIA. Transmission Provider, or its designee, may provide
operating instructions to Interconnection Customer consistent with this GIAZGIA and the
Tariff and, if applicable, Transmission Owner’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 Generating Facility and the Interconnection
Customer’s Interconnection Facilities in a safe and reliable manner and in accordance
with this GIAZGIA. The Generating Facility must be operated in accordance with the
operating limits, if any, in the Interconnection Facilities Study and specified in Appendix
C of this GIAZGIA. Interconnection Customer shall operate the Generating Facility and
the Interconnection Customer’s Interconnection Facilities in accordance with all
applicable requirements of Transmission Provider or its designated Local Balancing
Authority Operator of which the Generating Facility is part, as such requirements are set
forth in Appendix C, Interconnection Details, of this GIAZGIA. Appendix C,
Interconnection Details, will be modified to reflect changes to the requirements as they
may change from time to time. Any Party may request that a Party provide copies of the
requirements set forth in Appendix C, Interconnection Details, of this GIAZGIA.
9.5
Start-Up and Synchronization. Consistent with the Parties’ mutually acceptable
procedures, Interconnection Customer is responsible for the proper synchronization of the
Generating Facility to the Transmission or Distribution System, as applicable.
9.6
Reactive Power and Primary Frequency Response.
9.6.1 Power Factor Design Criteria.
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9.6.1.1 Synchronous Generation. Interconnection Customer shall design the
Generating Facility to be capable of maintaining a composite power delivery at
continuous rated power output at the Point of Interconnection at all power factors
over 0.95 leading to 0.95 lagging, unless the Transmission Provider has
established different requirements that apply to all synchronous generators in the
Local Balancing Authority on a comparable basis. The applicable Local
Balancing Authority power factor requirements are listed on the Transmission
Provider’s website at
https://cdn.misoenergy.org/Reactive_Generator_Requirements108137.pdf
and may be referenced in the Appendices to this GIAZGIA. The Generating
Facility shall be capable of continuous dynamic operation throughout the power
factor design range as measured at the Point of Interconnection. Such operation
shall account for the net effect of all energy production devices on the
Interconnection Customer’s side of the Point of Interconnection.
9.6.1.2 Inverter-Based Resource Plants. Interconnection Customer shall design
the Generating Facility to be capable of maintaining a composite power delivery
at continuous rated power output at the high-side of the generator substation at all
power factors over 0.95 leading to 0.95 lagging, unless the Transmission Provider
has established different requirements that apply to all inverter-based resource
plants in the Local Balancing Authority on a comparable basis. The applicable
Local Balancing Authority power factor requirements are listed on the
Transmission Provider’s website at
https://cdn.misoenergy.org/Reactive_Generator_Requirements108137.pdf
and may be referenced in the Appendices to this GIAZGIA. 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
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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 inverter-based resource plants that have not yet completed
a System Impact Study as of the effective date of the Final Rule establishing this
requirement (Order No. 827). These requirements apply to existing inverter-
based resource plants making upgrades that require a new Generator
Interconnection Agreement only where the Transmission Provider’s System
Impact Study shows the need for reactive power as a result of an upgrade. If
applicable, these requirements will be memorialized in Appendix C to this
GIAZGIA.
Additional reactive power requirements for inverter-based resource plants are
provided in Appendix G of this GIAZGIA.
9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized the
Generating Facility with the Transmission System, Transmission Provider shall
require Interconnection Customer to operate the Generating Facility to produce or
absorb reactive power within the design limitations of the Generating Facility set
forth in Article 9.6.1 (Power Factor Design Criteria), to maintain the output
voltage or power factor at the Point of Interconnection as specified by
Transmission Provider. Transmission Provider’s voltage schedules shall treat all
sources of reactive power in the Local Balancing Authority 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) Calendar Day in advance, and may make changes to such schedules
as necessary to maintain the reliability of the Transmission or Distribution System
as applicable. Interconnection Customer shall operate the Generating Facility to
maintain the specified output voltage or power factor at the Point of
Interconnection within the design limitations of the Generating Facility set forth
in Article 9.6.1 (Power Factor Design Criteria). If Interconnection Customer is
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unable to maintain the specified voltage or power factor, it shall promptly notify
Transmission Provider’s system operator, or its designated representative.
9.6.2.1 Voltage Regulators. Whenever the Generating Facility is operated in
parallel with the Transmission or Distribution System as applicable and
voltage regulators are capable of operation, Interconnection Customer
shall operate the Generating Facility with its speed governors and
voltage regulators in automatic operation. If the 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 Generating Facility’s reactive power production or absorption
(measured in MVARs) are within the design capability of the Generating
Facility’s generating unit(s) and steady state stability limits.
Interconnection Customer shall not cause its Generating Facility to
disconnect automatically or instantaneously from the Transmission or
Distribution System, as applicable, or trip any generating unit
comprising the 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 Local Balancing
Authority on a comparable basis.
9.6.3 Payment for Reactive Power. Payments for reactive power shall be pursuant to
any tariff or rate schedule filed by Transmission Provider and approved by the
FERC.
9.6.4 Primary Frequency Response. This Section 9.6.4 shall only apply in the event
that the Interconnection Request for the Generating Facility completed Definitive
Planning Phase Interconnection Customer Decision Point 2 after May 15, 2018.
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Interconnection Customer shall ensure the primary frequency response capability
of its 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 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 Reliability Organization reliability standard
providing for equivalent or more stringent parameters. The droop characteristic
shall be: (1) based on the nameplate capacity of the 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 on an approved Electric Reliability
Organization reliability 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 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 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 Electric Reliability Organization Reliability Standard providing
for an equivalent or more stringent parameter. Interconnection Customer shall
notify Transmission Provider that the primary frequency response capability of
the Generating Facility has been tested and confirmed during commissioning.
Once Interconnection Customer has synchronized the Generating Facility with the
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Transmission System, Interconnection Customer shall operate the Generating
Facility consistent with the provisions specified in Articles 9.6.4.1 and 9.6.4.2 of
this GIAZGIA. The primary frequency response requirements contained herein
shall apply to both synchronous and inverter-based resource plant Generating
Facilities.
9.6.4.1 Governor or Equivalent Controls. Whenever the Generating Facility is
operated in parallel with the Transmission System, Interconnection
Customer shall operate the 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: (a) a maximum of ±0.036 Hz and set the droop parameter
to a maximum of 5 percent; or (b) implement the relevant droop and
deadband settings from an approved Regional Reliability Organization
reliability 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 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
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outages of the Generating Facility’s governor or equivalent controls to a
minimum whenever the Generating Facility is operated in parallel with
the Transmission System.
9.6.4.2 Timely and Sustained Response. Interconnection Customer shall
ensure that the 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 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 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 reliability standard with equivalent or more stringent
requirements shall supersede the above requirements.
9.6.4.3 Exemptions. Generating Facilities that are regulated by the United
States Nuclear Regulatory Commission shall be exempt from Articles
9.6.4, 9.6.4.1, and 9.6.4.2 of this GIAZGIA. 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 Article 9.6.4, but shall be otherwise
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exempt from the operating requirements in Articles 9.6.4, 9.6.4.1,
9.6.4.2, and 9.6.4.4 of this GIAZGIA.
9.6.4.4 Electric Storage Resources. Interconnection Customer interconnecting
an electric storage resource shall establish an operating range in
Appendix C 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 Articles 9.6.4, 9.6.4.1, 9.6.4.2 and 9.6.4.3 of this
GIAZGIA. 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
Article 9.6.4.2 of this GIAZGIA 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
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Transmission System and/or dispatched to receive electricity from the
Transmission System.
9.6.4.5 Inverter-Based Resource Plants. Additional primary frequency
response requirements for inverter-based resource plants, including
electric storage resources, are provided in Appendix G of this
GIAZGIA.
9.7
Outages and Interruptions.
9.7.1 Outages.
9.7.1.1 Outage Authority and Coordination. Interconnection Customer and
Transmission Owner may each in accordance with Good Utility Practice
in coordination with the other Party and Transmission Provider remove
from service any of its respective Interconnection Facilities, System
Protection Facilities, Network Upgrades, System Protection Facilities or
Distribution 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
notify one another and 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 Parties of such removal.
9.7.1.2 Outage Schedules. Transmission Provider shall post scheduled outages
of transmission facilities on the OASIS. Interconnection Customer shall
submit its planned maintenance schedules for the Generating Facility to
Transmission Provider and Transmission Owner for a minimum of a
rolling twenty-four (24) month period in accordance with the
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Transmission Provider’s procedures. 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, pursuant to applicable
Transmission Provider tariff or rate schedule, 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
the 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.
Costs shall be determined by negotiation between Transmission Provider
and Interconnection Customer prior to implementation of the voluntary
change in outage schedules, or if such request is made by or on behalf of
a Transmission Customer requesting firm service, costs and recovery of
costs shall be determined through a bilateral agreement between the
Transmission Customer and Interconnection Customer. Voluntary
changes to outage schedules under this Article 9.7.1.2 are separate from
actions and compensation required under Article 13 and for which costs
are recovered in accordance with Transmission Provider’s applicable
tariff or rate schedule.
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9.7.1.3 Outage Restoration. If an outage on either the Interconnection
Customer’s or Transmission Owner’s Interconnection Facilities,
Network Upgrades, System Protection Facilities or Distribution
Upgrades adversely affects a 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 Parties, 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 to the other
Parties 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:
9.7.2.1 The interruption or reduction shall continue only for so long as
reasonably necessary under Good Utility Practice;
9.7.2.2 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 or Distribution System, as applicable;
9.7.2.3 When the interruption or reduction must be made under circumstances
which do not allow for advance notice, Transmission Provider shall
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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;
9.7.2.4 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, Transmission Owner and
Transmission Provider;
9.7.2.5 The Parties shall cooperate and coordinate with each other to the extent
necessary in order to restore the Generating Facility, Interconnection
Facilities, and the Transmission or Distribution System, as applicable to
their normal operating state, consistent with system conditions and Good
Utility Practice.
9.7.3 Ride Through Capability and Performance. The Transmission System is
designed to automatically activate a load-shed program as required by the 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 Generating Facility as required by the Electric Reliability
Organization to ensure frequency “ride through” capability of the Transmission
System. 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-
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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 Generating Facility to stay connected to and synchronized with the
Transmission System during system disturbances within a range of under-
frequency, 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 Generating Facility must ensure that, within any physical limitations
of the 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.
9.7.4.1 System Protection Facilities. Interconnection Customer shall, at its
expense, install, operate and maintain its System Protection Facilities as
a part of the Generating Facility or the Interconnection Customer’s
Interconnection Facilities. Transmission Owner shall install at
Interconnection Customer’s expense any Transmission Owner’s System
Protection Facilities that may be required on the Transmission Owner’s
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Interconnection Facilities or the Transmission Owner’s transmission or
distribution facilities as a result of the interconnection of the Generating
Facility and the Interconnection Customer’s Interconnection Facilities.
9.7.4.2 Interconnection Customer’s and Transmission Owner’s System
Protection Facilities shall be designed and coordinated with Affected
Systems in accordance with Good Utility Practice.
9.7.4.3 Each Party shall be responsible for protection of its facilities consistent
with Good Utility Practice.
9.7.4.4 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 the Generating
Facility.
9.7.4.5 Each Party will test, operate and maintain their respective System
Protection Facilities in accordance with Good Utility Practice.
9.7.4.6 Prior to the In-Service Date, and again prior to the Commercial
Operation Date, Interconnection Customer or Transmission Owner, or
their respective agents, 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, Interconnection
Customer or Transmission Owner shall each perform both calibration
and functional trip tests of their respective System Protection Facilities.
These tests do not require the tripping of any in-service generating unit.
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These tests do, however, require that all protective relays and lockout
contacts be activated.
9.7.4.7 Obligation of a Generating Facility with ZG Interconnection Services to
Reduce Production of Energy Under Certain Conditions. A Generating
Facility with ZG Interconnection Service shall:
a. Install communications and monitoring equipment to enable it to
monitor the Demand of the ZG Associated Load.
b. Install equipment to enable the Generating Facility with ZG
Interconnection service to reduce its injections to a level that does
not exceed the Demand of the ZG Associated Load within the
Transient Tolerance Window.
c. Cease all injection of Energy onto the Transmission System within
the time permitted by the Transient Tolerance Window in the event
that any Transmission Facility over which Energy must flow in order
to reach the point of interconnection or Point of Withdrawal of the
ZG Associated Load trips offline.
The equipment to be used by the Generating Facility with ZG
Interconnection Service to comply with the requirements of this 9.7.4.7
shall be identified in Appendix A of this ZGIA. Appendix A of this
ZGIA shall include a one line diagram showing the Generating Facility
and associated electrical equipment with appropriate rating and
impedance information and all the ZG Associated loads including all
Point(s) of Withdrawal and the Point of Interconnection of the
Generating Facility to the Transmission System for the Interconnection
Request.
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
Generating Facility to any short circuit occurring on the Transmission or
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Distribution System, as applicable, not otherwise isolated by Transmission
Owner’s equipment, such that the removal of the fault contribution shall be
coordinated with the protective requirements of the Transmission or Distribution
System, as applicable. Such protective equipment shall include, without
limitation, a disconnecting device or switch with load-interrupting capability
located between the Generating Facility and the Transmission or Distribution
System, as applicable, 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 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 Generating Facility and Interconnection
Customer’s other equipment if conditions on the Transmission or Distribution
System, as applicable, could adversely affect the Generating Facility. For a
Generating Facility with ZG Interconnection Service the restriction on Energy
injection in this paragraph shall not apply to transient, limited injections
associated with a reduction or loss of Load by the ZG Associated Load provided
these remain within the Transient Tolerance Window as may be further described
in the Business Practices Manual for Large Load.
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, in accordance with IEEE Standard 519, or any
applicable superseding electric industry standard. In the event of a conflict
between ANSI Standard C84.1, and any applicable superseding electric industry
standard, the applicable superseding electric industry standard shall control.
9.8
Switching and Tagging Rules. Prior to the Initial Synchronization Date, each Party
shall provide the other Parties a copy of its switching and tagging rules that are applicable
to the other Parties’ activities. Such switching and tagging rules shall be developed on a
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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 Other 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 Generating Facility to the Transmission or Distribution
System, as applicable, and shall be used for no other purpose.
9.9.2 Other Users. If required by Applicable Laws and Regulations or if the Parties
mutually agree, such agreement not to be unreasonably withheld or delayed, to
allow one or more Parties to use the Transmission Owner’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 Owner, all non-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 non-Party users based upon the pro rata use of the Interconnection
Facilities by Transmission Owner, all non-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
Dispute Resolution pursuant to Section 12 of the Tariff.
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9.10
Disturbance Analysis Data Exchange. The Parties will cooperate with one another in
the analysis of disturbances to either the Generating Facility or the 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 Owner Obligations. Transmission Owner shall maintain the
Transmission Owner’s Interconnection Facilities in a safe and reliable manner and in
accordance with this GIAZGIA and all Applicable Laws and Regulations.
10.2
Interconnection Customer Obligations. Interconnection Customer shall maintain the
Generating Facility and the Interconnection Customer’s Interconnection Facilities in a
safe and reliable manner and in accordance with this GIAZGIA and all Applicable Laws
and Regulations.
10.3
Coordination. The Parties shall confer regularly to coordinate the planning, scheduling
and performance of preventive and corrective maintenance on the 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 another
Party. Each Party shall provide advance notice to the other Parties before undertaking
any work on such circuits, especially on electrical circuits involving circuit breaker trip
and close contacts, current transformers, or potential transformers.
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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 Service or Transmission Service
to a non-Party and such non-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 Owner’s Interconnection Facilities to the extent required by Transmission
Owner on a comparable basis.
ARTICLE 11. PERFORMANCE OBLIGATION
11.1
Interconnection Customer’s Interconnection Facilities. Interconnection Customer
shall design, procure, construct, install, own and/or control the Interconnection
Customer’s Interconnection Facilities described in Appendix A at its sole expense.
11.2
Transmission Owner’s Interconnection Facilities. Transmission Owner shall design,
procure, construct, install, own and/or control the Transmission Owner’s Interconnection
Facilities described in Appendix A at the sole expense of Interconnection Customer.
11.3
Network Upgrades, System Protection Facilities and Distribution Upgrades.
Transmission Owner shall design, procure, construct, install, and own the Network
Upgrades, Transmission Owner’s System Protection Facilities and Distribution Upgrades
described in Appendix A. Interconnection Customer shall be responsible for all costs
related to Distribution Upgrades and/or Generator Upgrades. As required by Section
7.3.2.1 and 7.3.3.1 of Attachment X, Transmission Owner shall have provided
Transmission Provider with written notice if Transmission Owner elects to fund the
capital for the Network Upgrades and Transmission Owner’s System Protection
Facilities; otherwise, such facilities, if any, shall be solely funded by Interconnection
Customer. In the event that the Transmission Owner elects to fund the capital costs of the
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Network Upgrades and/or Transmission Owner’s System Protection Facilities, then the
Parties shall enter into a Facilities Service Agreement. The Facilities Service Agreement
shall take the form of the pro forma Facilities Service Agreement that is included as
Appendix 14 of Attachment X to the MISO Tariff .. Any Generating Facility with ZG
Interconnection Service must have a Point of Interconnection that is located at the same
voltage level of the same interconnection substation as the Point(s) of Withdrawal for the
ZG Associated Load it will serve.
A Generating Facility with ZG Interconnection Service must not require the construction
of Network Upgrades beyond the substation where the Point of Interconnection is located
other than System Protection Facilities.
11.3.1 Contingencies Affecting Network Upgrades, System Protection Facilities and
Distribution Upgrades. Network Upgrades, System Protection Facilities and
Distribution Upgrades that are required to accommodate the Generating Facility
may be modified because (1) a higher queued Interconnection Request withdrew
or was deemed to have withdrawn, (2) the interconnection agreement associated
with a higher queued Interconnection Request was terminated prior to the
project’s In-Service Date, (3) the Commercial Operation Date for a higher queued
Interconnection Request is delayed, or the project itself is delayed (including due
to suspension) such that facilities required to accommodate lower queued projects
or the project itself may be altered, (4) the queue position is reinstated for a
higher-queued Interconnection Request whose queue position was subject to
dispute resolution, (5) changes occur in Transmission Provider or Transmission
Owner equipment design standards or reliability criteria giving rise to the need for
restudy, (6) the facilities required to accommodate a higher queued
Interconnection Request were modified constituting a Material Modification
pursuant to Section 4.4 of the GIP, (7) a GIAZGIA with an effective date prior to
this GIAZGIA is terminated, (8) when ordered to restudy by FERC, or (9) the
Network Upgrade Facilities Study for a Network Upgrade, which is to be
included in this GIAZGIA, is completed after execution of this GIAZGIA. The
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higher queued Interconnection Requests that could impact the Network Upgrades,
System Protection Facilities and Distribution Upgrades required to accommodate
the Generating Facility, and possible Modifications that may result from the
above listed events affecting the higher queued Interconnection Requests, to the
extent such modifications are reasonably known and can be determined, and
estimates of the costs associated with such required Network Upgrades, System
Protection Facilities and Distribution Upgrades, are provided in Appendix A.
11.3.2 Agreement to Restudy and Cost Reallocation. In the event that one of the
contingencies listed in Article 11.3.1 occurs, at any time before the Network
Upgrades, Common Use Upgrades, Shared Network Upgrades, System Protection
Facilities and/or Distribution Upgrades associated with higher queued
Interconnection Requests with GIAZGIA in effect prior to this GIAZGIA are
completed, Transmission Provider may determine, in its discretion, that a restudy
is required. If a restudy is required, Transmission Provider will provide notice to
Interconnection Customer and Interconnection Customer agrees to enter into an
Interconnection Study Agreement for such restudy. Transmission Provider will
reevaluate the need for any Common Use Upgrade(s) and/or Shared Network
Upgrade(s), and if still required, reallocate the cost and responsibility for any
Common Use Upgrade and/or Shared Network Upgrade, without a restudy when
possible, or with a restudy if the Transmission Provider deems it necessary in
order to ensure reliability of the Transmission System. The Parties agree to
amend Appendix A to this GIAZGIA in accordance with Article 30.10 to reflect
the results of any cost reallocation required under this Article 11.3.2.
11.3.3 Agreement to Fund Shared Network Upgrades. Interconnection Customer
agrees to fund Shared Network Upgrades, as determined by Transmission
Provider. Where applicable, payments to fund Shared Network Upgrade(s) that
are made to Transmission Provider by Interconnection Customer will be disbursed
by Transmission Provider to the appropriate entities that funded the Shared
Network Upgrades in accordance with Attachment X and Attachment FF of the
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Tariff. In the event that Interconnection Customer fails to meet its obligation to
fund Shared Network Upgrades, Transmission Owner and Transmission Provider
shall not be responsible for the Interconnection Customer’s funding obligation.
11.4
Transmission Credits.
11.4.1
Repayment of Amounts Advanced for Network Upgrades. Interconnection
Customer shall be entitled to a cash repayment by Transmission Owner(s) and
the Affected System Owner(s) that own the Network Upgrades, of the amount
paid respectively to Transmission Owner and Affected System Operator, if any,
for the Network Upgrades, as provided under Attachment FF of this Tariff and
including any tax gross-up or other tax-related payments associated with the
repayable portion of the Network Upgrades, and not repaid 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 the Tariff and Affected
System’s Tariff for Transmission Services with respect to the Generating
Facility. Any repayment shall include interest calculated in accordance with the
methodology set forth in FERC’s regulations at 18 C.F.R. § 35.19 (a)(2)(iii)
from the date of any payment for Network Upgrades through the date on which
Interconnection Customer receives a repayment of such payment pursuant to
this subparagraph. Interest shall not accrue during periods in which
Interconnection Customer has suspended construction pursuant to Article 11 or
the Network Upgrades have been determined not to be needed pursuant to this
Article 11.4.1. Interconnection Customer may assign such repayment rights to
any person.
If the Generating Facility is designated a Network Resource under the Tariff, or
if there are otherwise no incremental payments for Transmission Service
resulting from the use of the Generating Facility by Transmission Customer, and
in the absence of another mutually agreeable payment schedule any repayments
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provided under Attachment FF shall be established equal to the applicable rate
for Firm Point-To-Point Transmission Service for the pricing zone where the
Network Load is located multiplied by the portion of the demonstrated output of
the Generating Facility designated as a Network Resource by the Network
Customer(s) or in the absence of such designation, equal to the monthly firm
single system-wide rate defined under Schedule 7 of the Tariff multiplied by the
portion of the demonstrated output of the Generating Facility under contract to
Network Customer(s) and consistent with studies pursuant to Section 3.2.2.2 of
the GIP.
Notwithstanding the foregoing, as applicable and consistent with the provisions
of Attachment FF of this Tariff, Interconnection Customer, Transmission
Provider, Transmission Owner, and Affected System Operator may adopt any
alternative payment schedule that is mutually agreeable so long as Transmission
Owner and Affected System Operator take one of the following actions no later
than five (5) 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 Owner 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 Generating Facility is installed in phases, the amount eligible for refund as
each phase achieves Commercial Operation will be reduced by the proportional
amount of generation capacity not yet installed. However, all facilities in
Appendix A other than the Generating Facility shall be built without
consideration for the phasing of the Generating Facility as though the entire
Generating Facility will be placed in Commercial Operation for the full output
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or increased output of the Generating Facility constructed by Interconnection
Customer under this GIAZGIA.
If the Generating Facility fails to achieve Commercial Operation, but it or
another generating facility is later constructed and makes use of the Network
Upgrades, Transmission Owner and Affected System Operator shall at that time
reimburse Interconnection Customer for the remaining applicable amounts that
may be refundable pursuant to Attachment FF of this Tariff that were advanced
for the Network Upgrades on their respective systems as described above.
Before any such reimbursement can occur, Interconnection Customer, or the
entity that ultimately constructs the Generating Facility, if different, is
responsible for identifying the entity to which the reimbursement must be made.
11.4.2
Special Provisions for Transmission Provider as an Affected System to be
covered under Separate Agreements. When the Transmission Owner’s
Transmission or Distribution System (including for this Article 11.4.2
independent distribution systems connected to the Transmission System) is an
Affected System for an interconnection in another electric system, Transmission
Provider will coordinate the performance of Interconnection Studies with the
other system. Transmission Provider will determine if any Network Upgrades
or Distribution Upgrades, which may be required on the Transmission System
as a result of the interconnection, would not have been needed but for the
interconnection. Unless Transmission Owner provides, under the
interconnection agreement between Interconnection Customer and the other
system, for the repayment of amounts advanced to Transmission Provider or an
impacted Transmission Owner for Network Upgrades, Interconnection
Customer, Transmission Provider, and the impacted Transmission Owner(s)
shall enter into an agreement that provides for such repayment by Transmission
Owner(s) as directed by Transmission Provider. The agreement shall specify
the terms governing payments to be made by Interconnection Customer to the
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Affected System Operator as well as the payment of refunds by the Affected
System Operator.
11.4.3
Notwithstanding any other provision of this GIAZGIA, 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 reimbursement or transmission
credits for transmission service that is not associated with the Generating
Facility.
11.5
Initial Payment. For upgrades that the Transmission Owner has elected to self-fund, the
Interconnection Customer is responsible for making the initial payment for the total cost
of Network Upgrades (excluding JTIQ Upgrades) or Transmission Owner’s System
Protection Facilities in the form of security pursuant to Article 11.6. For upgrades where
the Transmission Owner did not elect to self-fund, the Interconnection Customer shall
elect (and provide its election to the Transmission Provider within five days of the
commencement of negotiation of the GIAZGIA pursuant to Section 11.2 of the GIP) to
make either 1) an initial payment equal to twenty (20) percent of the total cost of
Network Upgrades (excluding JTIQ Upgrades), Transmission Owner Interconnection
Facilities, Transmission Owner’s System Protection Facilities, Distribution Upgrades
and/or Generator Upgrades (if the In-Service Date is less than or equal to five (5) years of
the initial payment date); or 2) an initial payment equal to ten (10) percent of the total
cost of Network Upgrades (excluding JTIQ Upgrades), Transmission Owner
Interconnection Facilities, Transmission Owner’s System Protection Facilities,
Distribution Upgrades and/or Generator Upgrades (if the In-Service Date exceeds the
initial payment date by more than five (5) years); or 3) the total cost of Network
Upgrades (excluding JTIQ Upgrades), Transmission Owner Interconnection Facilities,
Transmission Owner’s System Protection Facilities, Distribution Upgrades and/or
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Generator Upgrades in the form of security pursuant to Article 11.6. The initial payment
shall be provided to Transmission Owner by Interconnection Customer pursuant to this
Article 11.5 within the later of a) forty-five (45) Calendar Days of the execution of the
GIAZGIA by all Parties, or b) forty-five (45) Calendar Days of acceptance by FERC if
the GIAZGIA is filed unexecuted and the payment is being protested by Interconnection
Customer, or c) forty-five (45) Calendar Days of the filing if the GIAZGIA is filed
unexecuted and the initial payment is not being protested by Interconnection Customer.
If the Interconnection Customer made its milestone payments in the form of cash and the
Interconnection Customer elects a cash initial payment, then the Transmission Provider
shall transfer those funds to the Transmission Owner on the Interconnection Customer’s
behalf.
11.6
Provision of Security. Unless a milestone cash payment schedule is provided in
Appendix B, Interconnection Customer shall, at least forty-five (45) Calendar Days prior
to the commencement of the design, procurement, installation, or construction of a
discrete portion of a facility, not otherwise funded under Article 11.5, provide additional
security. Additionally, the Interconnection Customer will be required to provide security
more than forty-five (45) Calendar Days in advance if requested by Transmission Owner
because regulatory approvals are required for the construction of such facilities.
Interconnection Customer shall provide Transmission Owner, at Interconnection
Customer’s selection, a guarantee, a surety bond, letter of credit or other form of security
that is reasonably acceptable to Transmission Owner 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 GIAZGIA, shall be in an amount sufficient
to cover the applicable costs and cost commitments, in addition to those funded under
Article 11.5, required of the Party responsible for building the facilities pursuant to the
construction schedule developed in Appendix B for designing, engineering, seeking
regulatory approval from any Governmental Authority, constructing, procuring and
installing the applicable portion of the Transmission Owner’s Interconnection Facilities,
Transmission Owner’s System Protection Facilities, Network Upgrades, Distribution
Upgrades or Stand-Alone Network Upgrades and shall be reduced on a dollar-for-dollar
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basis for payments made to Transmission Owner for these purposes. Transmission
Owner must use the milestone payments required under the GIP before requiring
Interconnection Customer to submit additional security. Transmission Owner must
specify, in Appendix B of this GIAZGIA, the dates for which Interconnection Customer
must provide additional security for construction of each discrete portion of Transmission
Owner's Interconnection Facilities, Network Upgrades, or Distribution Upgrades and
Interconnection Customer must provide such additional security.
In addition:
11.6.1
The guarantee must be made by an entity that meets the creditworthiness
requirements of Transmission Owner, 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.
11.6.2
The letter of credit must be issued by a financial institution reasonably
acceptable to Transmission Owner and must specify a reasonable expiration
date.
11.6.3
The surety bond must be issued by an insurer reasonably acceptable to
Transmission Owner and must specify a reasonable expiration date.
11.6.4
If the Shared Network Upgrade is not in service, Interconnection Customer will
not be required to make a payment under Schedule 26-B until the Shared
Network Upgrade is in service, but Interconnection Customer will provide, as
applicable, an Irrevocable Letter of Credit to fund any Shared Network Upgrade
pursuant to Attachment FF of the Tariff. The Irrevocable Letter of Credit shall
be in an amount sufficient to cover the Interconnection Customer’s share of the
applicable costs and cost commitments associated with the Shared Network
Upgrades. Transmission Provider may periodically adjust the Interconnection
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Customer’s share of the applicable costs and cost commitment of Shared
Network Upgrades and may require Interconnection Customer to adjust the
amount of the Irrevocable Letter of Credit accordingly.
11.7
Interconnection Customer Compensation. If Transmission Provider requests or directs
Interconnection Customer to provide a service pursuant to Article 13.4 of this GIAZGIA,
Transmission Provider shall compensate Interconnection Customer in accordance with
any tariff or rate schedule filed by Transmission Provider and approved by the FERC.
11.8 Provision of Security for JTIQ Upgrades. If the Transmission Provider determines that
the Interconnection Request meets the distribution factor and impact criteria specified in
Section 9.4.2(d)((ii) of Rate Schedule 6 (MISO SPP JOA) and is included in the JTIQ
Participation Group, Interconnection Customer shall be required to provide security in
accordance with Attachment X, Appendix 18 (MISO JTIQ Commitment Agreement) and
SPP’s JTIQ Service Agreement.
ARTICLE 12. INVOICE
12.1
General. Each Party shall submit to the other Party, on a monthly basis, invoices of
amounts due, if any, for the preceding month. Each invoice shall state the month to
which the invoice applies and fully describe the services and equipment provided. The
Parties may discharge mutual debts and payment obligations due and owing to each other
on the same date through netting, in which case all amounts a Party owes to the other
Party under this GIAZGIA, 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 (6) months after completion of the construction of the
Transmission Owner’s Interconnection Facilities, Transmission Owner’s System
Protection Facilities, Distribution Upgrades and the Network Upgrades, Transmission
Owner shall provide an invoice of the final cost of the construction of the Transmission
Owner’s Interconnection Facilities, Transmission Owner’s System Protection Facilities,
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Distribution Upgrades 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
Owner shall refund, with interest (calculated in accordance with 18 C.F.R. Section
35.19a(a)(2)(iii), 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 a Party will not constitute a waiver of any
rights or claims that Party may have under this GIAZGIA.
12.4
Disputes. In the event of a billing dispute among the Parties, Transmission Provider
shall continue to provide Interconnection Service under this GIAZGIA as long as
Interconnection Customer: (i) continues to make all payments not in dispute; and (ii)
pays to Transmission Provider or Transmission Owner 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 or, at Transmission Owner’s request upon
Interconnection Customer’s failure to pay, Transmission Owner, shall 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 another
Party shall pay the amount due with interest calculated in accord with the methodology
set forth in 18 C.F.R. § 35.19a(a)(2)(iii).
ARTICLE 13. EMERGENCIES
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13.1
Obligations. Each Party shall comply with the Emergency Condition procedures of
Transmission Provider, the Electric Reliability Organization, and Applicable Laws and
Regulations.
13.2
Notice. Transmission Provider or Transmission Owner shall notify the other Parties
promptly when it becomes aware of an Emergency Condition that affects the
Transmission Owner’s Interconnection Facilities or the Transmission or Distribution
System, as applicable, that may reasonably be expected to affect Interconnection
Customer’s operation of the Generating Facility or the Interconnection Customer’s
Interconnection Facilities.
Interconnection Customer shall notify Transmission Provider and Transmission Owner,
which includes by definition if applicable, the operator of a Distribution System,
promptly when it becomes aware of an Emergency Condition that affects the Generating
Facility or the Interconnection Customer’s Interconnection Facilities that may reasonably
be expected to affect the Transmission or Distribution System, as applicable, or the
Transmission Owner’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 or Transmission Owner’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.
13.3
Immediate Action. Unless, in a Party’s reasonable judgment, immediate action is
required, the Party exercising such judgment shall notify and obtain the consent of the
other Parties, such consent to not be unreasonably withheld, prior to performing any
manual switching operations at the Generating Facility or the Interconnection Customer’s
Interconnection Facilities in response to an Emergency Condition either declared by
Transmission Provider or otherwise regarding the Transmission or Distribution System,
as applicable.
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13.4
Transmission Provider and Transmission Owner Authority.
13.4.1
General. Transmission Provider or Transmission Owner may take whatever
actions or inactions with regard to the Transmission System or the Transmission
Owner’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 the Transmission Owner’s
Interconnection Facilities, (iii) limit or prevent damage, and (iv) expedite
restoration of service.
Transmission Provider or Transmission Owner shall use Reasonable Efforts to
minimize the effect of such actions or inactions on the Generating Facility or the
Interconnection Customer’s Interconnection Facilities. Transmission Provider
or Transmission Owner may, on the basis of technical considerations, require
the 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 Generating Facility;
implementing a reduction or disconnection pursuant to Article 13.4.2; directing
Interconnection Customer to assist with blackstart (if available) or restoration
efforts; or altering the outage schedules of the Generating Facility and the
Interconnection Customer’s Interconnection Facilities. Interconnection
Customer shall comply with all of Transmission Provider’s or Transmission
Owner’s operating instructions concerning Generating Facility real power and
reactive power output within the manufacturer’s design limitations of the
Generating Facility’s equipment that is in service and physically available for
operation at the time, in compliance with Applicable Laws and Regulations.
13.4.2
Reduction and Disconnection. Transmission Provider or Transmission Owner
may reduce Interconnection Service or disconnect the Generating Facility or the
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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 the 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 and Transmission Owner using Good
Utility Practice to schedule the reduction or disconnection during periods of
least impact to Interconnection Customer, Transmission Owner and
Transmission Provider. Any reduction or disconnection shall continue only for
so long as reasonably necessary pursuant to Good Utility Practice. The Parties
shall cooperate with each other to restore the Generating Facility, the
Interconnection Facilities, and the Transmission System to their normal
operating state as soon as practicable consistent with Good Utility Practice.
13.5
Interconnection Customer Authority. Consistent with Good Utility Practice and this
GIAZGIA and the GIP, Interconnection Customer may take whatever actions or inactions
with regard to the Generating Facility or the Interconnection Customer’s Interconnection
Facilities during an Emergency Condition in order to (i) preserve public health and
safety, (ii) preserve the reliability of the Generating Facility or the 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 the
Transmission Owner’s Interconnection Facilities. Transmission Provider and
Transmission Owner shall use Reasonable Efforts to assist Interconnection Customer in
such actions.
13.6
Limited Liability. Except as otherwise provided in Article 11.6 of this GIAZGIA, no
Party shall be liable to any other for any action it takes in responding to an Emergency
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Condition so long as such action is made in good faith and is consistent with Good Utility
Practice.
13.7 Audit. In accordance with Article 25.3, any Party may audit the performance of another
Party when that Party declared an Emergency Condition.
ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW
14.1
Regulatory Requirements. Each Party’s obligations under this GIAZGIA 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 if necessary assist the other Party and use its Reasonable Efforts
to obtain such other approvals. Nothing in this GIAZGIA 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
2005, 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 GIAZGIA 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 GIAZGIA 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
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15.1
General. Unless otherwise provided in this GIAZGIA, any notice, demand or request
required or permitted to be given by any Party to the other Parties and any instrument
required or permitted to be tendered or delivered by a Party in writing to the other Parties
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 GIAZGIA 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
any Party to the other and not required by this GIAZGIA 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 Parties 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.
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16.1.2
A Party shall not be considered to be in Default with respect to any obligation
hereunder, (including obligations under Article 4 and 5), 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 Parties in
writing or by telephone as soon as reasonably possible after the occurrence of
the cause relied upon. Telephone, facsimile or email 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 Reasonable Efforts 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 GIAZGIA or the result of an act or omission of another Party. Upon a
Breach, the non-Breaching Party or Parties shall give written notice of such
Breach to the Breaching Party with a copy to the other Party if one Party gives
notice of such Breach. Except as provided in Article 17.1.2, the Breaching
Party shall have thirty (30) Calendar Days from receipt of the Breach 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
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Days from receipt of the Breach notice; and, if cured within such time, the
Breach specified in such notice shall cease to exist.
17.1.2
Termination. 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 or Parties shall terminate this GIAZGIA, subject to Article
2.3.2 of this GIAZGIA, by written notice to the Breaching Party, with a copy to
the other Party if one Party gives notice of termination, and be relieved of any
further obligation hereunder and, whether or not that Party(ies) terminates this
GIAZGIA, to recover from the Breaching Party all amounts due hereunder, plus
all other damages and remedies to which it is (they are) entitled at law or in
equity. The provisions of this Article will survive termination of this
GIAZGIA.
17.1.3
Cross-Default. Pursuant to Article 11.3 of this GIAZGIA, the Parties shall enter
into a Facilities Service Agreement if the Transmission Owner has elected to
fund the capital for the Network Upgrades and/or Transmission Owner’s System
Protection Facilities. Notwithstanding anything to the contrary contained in this
GIAZGIA, a breach by Interconnection Customer of any provision, covenant, or
other term or condition contained in the Facilities Service Agreement shall be
considered a breach under this GIAZGIA. Such breach shall be subject to the
terms of Article 17 of this GIAZGIA. If a default under this GIAZGIA results
from the Interconnection Customer’s breach of the Facilities Service Agreement
and subsequent failure to cure, the Transmission Owner and Transmission
Provider shall be entitled, but in no event required, to apply all rights and
remedies available by reason of default under the Facilities Service Agreement
and this GIAZGIA.
Pursuant to Section 11.3 of the GIP, an Interconnection Customer included in a
JTIQ Participation Group shall execute or request the unexecuted filing both of
the Transmission Provider’s JTIQ Commitment Agreement and the JTIQ
Service Agreement included in SPP’s tariff. Notwithstanding anything to the
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contrary contained in this GIAZGIA, a breach by Interconnection Customer of
any provision, covenant, or other term or condition contained in the JTIQ
Commitment Agreement or SPP’s JTIQ Service Agreement shall be considered
a breach under this GIAZGIA. Such breach shall be subject to the terms of
Article 17 of this GIAZGIA provided, however, that the manner and timing of
cure of such breach shall adhere to the requirements of the applicable agreement
and cure in accordance with the provisions of such agreement shall also cure the
breach of this GI. If a default under this GIAZGIA results from the
Interconnection Customer’s breach of the JTIQ Commitment Agreement or SPP
JTIQ Service Agreement and subsequent failure to cure, the Transmission
Owner and Transmission Provider shall be entitled, but in no event required, to
apply all rights and remedies available by reason of default under the JTIQ
Commitment Agreement, SPP JTIQ Service Agreement, and this GIAZGIA.
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 the Generating Facility that includes at least one electric storage
resource in Appendix A of this GIAZGIA, Transmission Provider may consider
Interconnection Customer to be in Breach of the GIAZGIA 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 A of this GIAZGIA
at the direction of Transmission Provider, Transmission Provider shall not consider
Interconnection Customer in Breach of this GIAZGIA.
ARTICLE 18. LIMITATION OF LIABILITY, INDEMNITY, CONSEQUENTIAL
DAMAGES AND INSURANCE
18.1
Limitation of Liability. A Party shall not be liable to another Party or to any third party
or other person for any damages arising out of actions under this GIAZGIA, including,
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but not limited to, any act or omission that results in an interruption, deficiency or
imperfection of Interconnection Service, except as provided in this Tariff. The provisions
set forth in the Tariff shall be additionally applicable to any Party acting in good faith to
implement or comply with its obligations under this GIAZGIA, regardless of whether the
obligation is preceded by a specific directive.
18.2
Indemnity. To the extent permitted by law, an Indemnifying Party shall at all times
indemnify, defend and hold the other Parties harmless from Loss.
18.2.1
Indemnified Party. If an Indemnified Party is entitled to indemnification under
this Article 18 as a result of a claim by a non-Party, and the Indemnifying Party
fails, after notice and reasonable opportunity to proceed under Article 18.2, to
assume the defense of such claim, such Indemnified Party 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.
18.2.2
Indemnifying Party. If an Indemnifying Party is obligated to indemnify and
hold any Indemnified Party harmless under this Article 18, the amount owing to
the Indemnified Party shall be the amount of such Indemnified Party’s actual
Loss, net of any insurance or other recovery.
18.2.3
Indemnity Procedures. Promptly after receipt by an Indemnified Party 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 18.2 may apply, the Indemnified Party 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
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the Indemnified Party. If the defendants in any such action include one or more
Indemnified Parties and the Indemnifying Party and if the Indemnified Party
reasonably concludes that there may be legal defenses available to it and/or
other Indemnified Parties which are different from or additional to those
available to the Indemnifying Party, the Indemnified Party 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 Party or Indemnified Parties
having such differing or additional legal defenses.
The Indemnified Party 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
Party and its counsel, such action, suit or proceeding involves the potential
imposition of criminal liability on the Indemnified Party, or there exists a
conflict or adversity of interest between the Indemnified Party and the
Indemnifying Party, in such event the Indemnifying Party shall pay the
reasonable expenses of the Indemnified Party, 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 Party, which shall not be reasonably withheld,
conditioned or delayed.
18.3 Consequential Damages. Other than the Liquidated Damages heretofore described, in
no event shall either Party be liable under any provision of this GIAZGIA 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
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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.
18.4
Insurance. Transmission Owner and Interconnection Customer shall, at their own
expense, maintain in force throughout the period of this GIAZGIA pursuant to 18.4.9, and
until released by the other Party, the following minimum insurance coverages, with
insurers authorized to do business or an approved surplus lines carrier in the state where
the Point of Interconnection is located:
18.4.1
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.
18.4.2
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.
18.4.3
Comprehensive Automobile Liability Insurance, for coverage of owned and
non-owned and hired vehicles, trailers or semi-trailers licensed for travel on
public roads, with a minimum combined single limit of One Million Dollars
($1,000,000) each occurrence for bodily injury, including death, and property
damage.
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18.4.4
Excess Public Liability Insurance over and above the Employer’s 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 for generators not eligible for the Fast Track Process in GIP Section
14. The requirement for generators eligible for the Fast Track Process in GIP
Section 14 is a minimum combined single limit of Five Million Dollars
($5,000,000) per occurrence/Five Million Dollars ($5,000,000) aggregate..
18.4.5
The Commercial General Liability Insurance, Comprehensive Automobile
Insurance and Excess Public Liability Insurance policies shall name the other
Parties, their parents, 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
GIAZGIA against the Other Party Groups and provide thirty (30) Calendar
Days’ advance written notice to the Other Party Groups prior to anniversary
date of cancellation or any material change in coverage or condition.
18.4.6
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 is provided coverage as though a separate policy had been
issued to each, except the insurer’s liability shall not be increased beyond the
amount for which the insurer would have been liable had only one insured been
covered. Each Party shall be responsible for its respective deductibles or
retentions.
18.4.7
The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Public Liability Insurance policies, if written on
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a Claims First Made Basis, shall be maintained in full force and effect for two
(2) years after termination of this GIAZGIA, which coverage may be in the
form of tail coverage or extended reporting period coverage if agreed by
Transmission Owner and Interconnection Customer.
18.4.8
The requirements contained herein as to the types and limits of all insurance to
be maintained by Transmission Owner and Interconnection Customer are not
intended to and shall not in any manner, limit or qualify the liabilities and
obligations assumed by Transmission Owner and Interconnection Customer
under this GIAZGIA.
18.4.9
As of the date set forth in Appendix B, Milestones, and as soon as practicable
after the end of each fiscal year or at the renewal of the insurance policy and in
any event within ninety (90) Calendar Days thereafter, Interconnection
Customer and Transmission Owner shall provide the other Party with
certification of all insurance required in this GIAZGIA, executed by each
insurer or by an authorized representative of each insurer.
18.4.10 Notwithstanding the foregoing, Transmission Owner or Interconnection
Customer may self-insure to meet the minimum insurance requirements of
Articles 18.4.1 through 18.4.8, to the extent it maintains a self-insurance
program; provided that, Transmission Owner’s or Interconnection Customer’s
senior secured debt is rated at investment grade, or better, by Standard & Poor’s
and that its self-insurance program meets minimum insurance requirements
under Articles 18.4.1 through 18.4.8. For any period of time that a
Transmission Owner’s or Interconnection Customer’s senior secured debt is
unrated by Standard & Poor’s or is rated at less than investment grade by
Standard & Poor’s, such Party shall comply with the insurance requirements
applicable to it under Articles 18.4.1 through 18.4.9. In the event that
Transmission Owner or Interconnection Customer is permitted to self-insure
pursuant to this article, it shall notify the other Party that it meets the
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requirements to self-insure and that its self-insurance program meets the
minimum insurance requirements in a manner consistent with that specified in
Article 18.4.9.
18.4.11 Transmission Owner and Interconnection Customer agree to report to each other
in writing as soon as practical all accidents or occurrences resulting in injuries to
any person, including death, and any property damage arising out of this
GIAZGIA.
ARTICLE 19. ASSIGNMENT
19.1
Assignment. This GIAZGIA may be assigned by any Party only with the written
consent of the other Parties; provided that a Party may assign this GIAZGIA without the
consent of the other Parties to any Affiliate of the assigning Party with an equal or greater
credit rating and with the legal authority and operational ability to satisfy the obligations
of the assigning Party under this GIAZGIA; and provided further that Interconnection
Customer shall have the right to assign this GIAZGIA, without the consent of either
Transmission Provider or Transmission Owner, for collateral security purposes to aid in
providing financing for the Generating Facility, provided that Interconnection Customer
will promptly notify Transmission Provider of any such assignment. Any financing
arrangement entered into by Interconnection Customer pursuant to this Article will
provide that prior to or upon the exercise of the secured party’s, trustee’s or mortgagee’s
assignment rights pursuant to said arrangement, the secured creditor, the trustee or
mortgagee will notify Transmission Provider of the date and particulars of any such
exercise of assignment right(s), including providing Transmission Provider and
Transmission Owner with proof that it meets the requirements of Article 11.5 and 18.4.
Any attempted assignment that violates this Article is void and ineffective. Any
assignment under this GIAZGIA shall not relieve a Party of its obligations, nor shall a
Party’s obligations be enlarged, in whole or in part, by reason thereof. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
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ARTICLE 20. SEVERABILITY
20.1
Severability. If any provision in this GIAZGIA is finally determined to be invalid, void
or unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision,
agreement or covenant of this GIAZGIA; provided that if Interconnection Customer (or
any non-Party, but only if such non-Party is not acting at the direction of either
Transmission Provider or Transmission Owner) seeks and obtains such a final
determination with respect to any provision of the Alternate Option (Article 5.1.2), or the
Negotiated Option (Article 5.1.4), then none of these provisions shall thereafter have any
force or effect and the Parties’ rights and obligations shall be governed solely by the
Standard Option (Article 5.1.1).
ARTICLE 21. COMPARABILITY
21.1
Comparability. The Parties will comply with all applicable comparability and code of
conduct laws, rules and regulations including such laws, rules and regulations of
Governmental Authorities establishing standards of conduct, as amended from time to
time.
ARTICLE 22. CONFIDENTIALITY
22.1
Confidentiality. Confidential Information shall include, without limitation, all
information relating to a Party’s technology, research and development, business affairs,
and pricing, and any information supplied by a Party to another Party prior to the
execution of this GIAZGIA.
Information is Confidential Information only if it is clearly designated or marked in
writing as confidential on the face of the document, or, if the information is conveyed
orally or by inspection, if the Party providing the information orally informs the Party
receiving the information that the information is confidential. The Parties shall maintain
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as confidential any information that is provided and identified by a Party as Critical
Energy Infrastructure Information (CEII), as that term is defined in 18 C.F.R.
Section 388.113(c). Such confidentiality will be maintained in accordance with this
Article 22.
If requested by the receiving Party, the disclosing Party shall provide in writing, the basis
for asserting that the information referred to in this Article warrants confidential
treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated with
affording confidential treatment to its information.
22.1.1
Term. During the term of this GIAZGIA, and for a period of three (3) years
after the expiration or termination of this GIAZGIA, except as otherwise
provided in this Article 22 or with regard to CEII, each Party shall hold in
confidence and shall not disclose to any person Confidential Information. CEII
shall be treated in accordance with Commission policy and regulations.
22.1.2
Scope. Confidential Information shall not include information that the receiving
Party can demonstrate: (1) is generally available to the public other than as a
result of a disclosure by the receiving Party; (2) was in the lawful possession of
the receiving Party on a non-confidential basis before receiving it from the
disclosing Party; (3) was supplied to the receiving Party without restriction by a
non-Party, who, to the knowledge of the receiving Party after due inquiry, was
under no obligation to the disclosing Party to keep such information
confidential; (4) was independently developed by the receiving Party without
reference to Confidential Information of the disclosing Party; (5) is, or becomes,
publicly known, through no wrongful act or omission of the receiving Party or
Breach of this GIAZGIA; or (6) is required, in accordance with Article 22.1.7 of
this GIAZGIA, Order of Disclosure, to be disclosed by any Governmental
Authority or is otherwise required to be disclosed by law or subpoena, or is
necessary in any legal proceeding establishing rights and obligations under this
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GIAZGIA. Information designated as Confidential Information will no longer
be deemed confidential if the Party that designated the information as
confidential notifies the receiving Party that it no longer is confidential.
22.1.3
Release of Confidential Information. No Party shall release or disclose
Confidential Information to any other person, except to its Affiliates (limited by
the Standards of Conduct requirements), subcontractors, employees, agents,
consultants, or to non-parties who may be or are considering providing
financing to or equity participation with Interconnection Customer, or to
potential purchasers or assignees of Interconnection Customer, on a need-to-
know basis in connection with this GIAZGIA, unless such person has first been
advised of the confidentiality provisions of this Article 22 and has agreed to
comply with such provisions. Notwithstanding the foregoing, a Party providing
Confidential Information to any person shall remain primarily responsible for
any release of Confidential Information in contravention of this Article 22.
22.1.4
Rights. Each Party retains all rights, title, and interest in the Confidential
Information that it discloses to the receiving Party. The disclosure by a Party to
the receiving Party of Confidential Information shall not be deemed a waiver by
the disclosing Party or any other person or entity of the right to protect the
Confidential Information from public disclosure.
22.1.5
No Warranties. By providing Confidential Information, no Party makes any
warranties or representations as to its accuracy or completeness. In addition, by
supplying Confidential Information, no Party obligates itself to provide any
particular information or Confidential Information to another Party nor to enter
into any further agreements or proceed with any other relationship or joint
venture.
22.1.6
Standard of Care. Each Party shall use at least the same standard of care to
protect Confidential Information it receives as it uses to protect its own
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Confidential Information from unauthorized disclosure, publication or
dissemination. Each Party may use Confidential Information solely to fulfill its
obligations to another Party under this GIAZGIA or its regulatory requirements.
22.1.7
Order of Disclosure. If a court or a Governmental Authority or entity with the
right, power, and apparent authority to do so requests or requires any Party, by
subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential Information, that
Party shall provide the disclosing Party with prompt notice of such request(s) or
requirement(s) so that the disclosing Party may seek an appropriate protective
order or waive compliance with the terms of this GIAZGIA. Notwithstanding
the absence of a protective order or waiver, the Party may disclose such
Confidential Information which, in the opinion of its counsel, the Party is
legally compelled to disclose. Each Party will use Reasonable Efforts to obtain
reliable assurance that confidential treatment will be accorded any Confidential
Information so furnished.
22.1.8
Termination of Agreement. Upon termination of this GIAZGIA for any reason,
each Party shall, within ten (10) Calendar Days of receipt of a written request
from another Party, use Reasonable Efforts to destroy, erase, or delete (with
such destruction, erasure, and deletion certified in writing to the requesting
Party) or return to the requesting Party, without retaining copies thereof, any
and all written or electronic Confidential Information received from the
requesting Party, except that each Party may keep one copy for archival
purposes, provided that the obligation to treat it as Confidential Information in
accordance with this Article 22 shall survive such termination.
22.1.9
Remedies. The Parties agree that monetary damages would be inadequate to
compensate a Party for another Party’s Breach of its obligations under this
Article 22. Each Party accordingly agrees that the disclosing Party shall be
entitled to equitable relief, by way of injunction or otherwise, if the receiving
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Party Breaches or threatens to Breach its obligations under this Article 22,
which equitable relief shall be granted without bond or proof of damages, and
the Breaching Party shall not plead in defense that there would be an adequate
remedy at law. Such remedy shall not be deemed an exclusive remedy for the
Breach of this Article 22, but shall be in addition to all other remedies available
at law or in equity. The Parties further acknowledge and agree that the
covenants contained herein are necessary for the protection of legitimate
business interests and are reasonable in scope. No Party, however, shall be
liable for indirect, incidental, or consequential or punitive damages of any
nature or kind resulting from or arising in connection with this Article 22.
22.1.10 Disclosure to FERC, its Staff or a State. Notwithstanding anything in this
Article 22 to the contrary, and pursuant to 18 CFR § 1b.20, if FERC or its staff,
during the course of an investigation or otherwise, requests information from a
Party that is otherwise required to be maintained in confidence pursuant to this
GIAZGIA, the Party shall provide the requested information to FERC or its
staff, within the time provided for in the request for information. In providing
the information to FERC or its staff, the Party must, consistent with 18 CFR
§ 388.112, request that the information be treated as confidential and non-public
by FERC and its staff and that the information be withheld from public
disclosure. Parties are prohibited from notifying the other Parties to this
GIAZGIA prior to the release of the Confidential Information to FERC or its
staff. The Party shall notify the other Parties to this GIAZGIA when it is
notified by FERC or its staff that a request to release Confidential Information
has been received by FERC, at which time any of the Parties may respond
before such information would be made public, pursuant to 18 CFR § 388.112.
Requests from a state regulatory body conducting a confidential investigation
shall be treated in a similar manner if consistent with the applicable state rules
and regulations.
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22.1.11 Subject to the exception in Article 22.1.10, any information that a disclosing
Party claims is competitively sensitive, commercial or financial information
under this GIAZGIA shall not be disclosed by the receiving Party to any person
not employed or retained by the receiving Party, except to the extent disclosure
is (i) required by law; (ii) reasonably deemed by the receiving Party to be
required to be disclosed in connection with a dispute between or among the
Parties, or the defense of litigation or dispute; (iii) otherwise permitted by
consent of the disclosing Party, such consent not to be unreasonably withheld;
or (iv) necessary to fulfill its obligations under this GIAZGIA or as the Regional
Transmission Organization or a Local Balancing Authority operator including
disclosing the Confidential Information to a regional or national reliability
organization. The Party asserting confidentiality shall notify the receiving Party
in writing of the information that Party claims is confidential. Prior to any
disclosures of that Party’s Confidential Information under this subparagraph, or
if any non-Party or Governmental Authority makes any request or demand for
any of the information described in this subparagraph, the Party who received
the Confidential Information from the disclosing Party agrees to promptly notify
the disclosing Party in writing and agrees to assert confidentiality and cooperate
with the disclosing Party in seeking to protect the Confidential Information from
public disclosure by confidentiality agreement, protective order or other
reasonable measures.
ARTICLE 23. ENVIRONMENTAL RELEASES
23.1
Each Party shall notify the other Parties, first orally and then in writing, of the release of
any Hazardous Substances, any asbestos or lead abatement activities, or any type of
remediation activities related to the Generating Facility or the Interconnection Facilities,
each of which may reasonably be expected to affect another Party. The notifying Party
shall: (i) provide the notice as soon as practicable, provided such Party makes a good
faith effort to provide the notice no later than twenty-four hours after such Party becomes
aware of the occurrence; and (ii) promptly furnish to the other Parties copies of any
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publicly available reports filed with any Governmental Authorities addressing such
events.
ARTICLE 24. INFORMATION REQUIREMENTS
24.1
Information Acquisition. Transmission Provider, Transmission Owner and
Interconnection Customer shall submit specific information regarding the electrical
characteristics of their respective facilities to each other as described below and in
accordance with Applicable Reliability Standards.
24.2
Information Submission by Transmission Provider and Transmission Owner The
initial information submission by Transmission Provider to Interconnection Customer,
with copy provided to Transmission Owner, shall occur no later than one hundred eighty
(180) Calendar Days prior to Trial Operation and shall include Transmission or
Distribution System information, as applicable and available, necessary to allow
Interconnection Customer to select equipment and meet any system protection and
stability requirements, unless otherwise mutually agreed to by the Parties. On a monthly
basis, Transmission Owner shall provide Interconnection Customer a status report on the
construction and installation of Transmission Owner’s Interconnection Facilities,
Transmission Owner’s System Protection Facilities, Distribution Upgrades and Network
Upgrades, including, but not limited to, the following information: (1) progress to date;
(2) a description of the activities since the last report (3) a description of the action items
for the next period; and (4) the delivery status of equipment ordered.
24.3
Updated Information Submission by Interconnection Customer. The updated
information submission by Interconnection Customer to Transmission Provider, with
copy to Transmission Owner, including manufacturer information, shall occur no later
than one hundred eighty (180) Calendar Days prior to the Trial Operation.
Interconnection Customer shall submit to Transmission Provider and Transmission
Owner a completed copy of the Generating Facility data requirements contained in
Appendix 1 to the GIP. It shall also include any additional information provided to
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Transmission Provider for the Interconnection Facilities Study. Information in this
submission shall be the most current Generating Facility design or expected performance
data. Information submitted for stability models shall be compatible with Transmission
Provider standard models. If there is no compatible model, Interconnection Customer
will work with a consultant mutually agreed to by Transmission Provider and
Interconnection Customer to develop and supply a standard model and associated
information.
If the Interconnection Customer’s data is materially different from what was originally
provided to Transmission Provider pursuant to the Interconnection Study Agreement
between Transmission Provider and Interconnection Customer, then Transmission
Provider will conduct appropriate studies to determine the impact on the Transmission
System based on the actual data submitted pursuant to this Article 24.3. Interconnection
Customer shall not begin Trial Operation until such studies are completed.
24.4
Information Supplementation. Prior to the Commercial Operation Date, the Parties
shall supplement their information submissions described above in this Article 24 with
any and all “as-built” Generating Facility information or “as-tested” performance
information that differs from the initial submissions or, alternatively, written
confirmation that no such differences exist. Interconnection Customer shall conduct tests
on the Generating Facility as required by Good Utility Practice, such as an open circuit
“step voltage” test on the Generating Facility to verify proper operation of the Generating
Facility’s automatic voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) Generating Facility at
synchronous speed; (2) automatic voltage regulator on and in voltage control mode; and
(3) a five percent (5 %) change in Generating Facility terminal voltage initiated by a
change in the voltage regulators reference voltage. Interconnection Customer shall
provide validated test recordings showing the responses in Generating Facility terminal
and field voltages. In the event that direct recordings of these voltages is impractical,
recordings of other voltages or currents that mirror the response of the Generating
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Facility’s terminal or field voltage are acceptable if information necessary to translate
these alternate quantities to actual Generating Facility terminal or field voltages is
provided. Generating Facility testing shall be conducted and results provided to
Transmission Provider and Transmission Owner for each individual generating unit in a
station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide
Transmission Provider and Transmission Owner any information changes due to
equipment replacement, repair, or adjustment. Transmission Owner shall provide
Interconnection Customer, with copy to Transmission Provider, any information changes
due to equipment replacement, repair or adjustment in the directly connected substation
or any adjacent Transmission Owner substation that may affect the Interconnection
Customer’s Interconnection Facilities equipment ratings, protection or operating
requirements. The Parties shall provide such information no later than thirty (30)
Calendar Days after the date of the equipment replacement, repair or adjustment.
ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS
25.1
Information Access. Each Party (the “disclosing Party”) shall make available to the
other Parties information that is in the possession of the disclosing Party and is necessary
in order for the other Parties to: (i) verify the costs incurred by the disclosing Party for
which another Party is responsible under this GIAZGIA; and (ii) carry out its obligations
and responsibilities under this GIAZGIA. The Parties shall not use such information for
purposes other than those set forth in this Article 25.1 and to enforce their rights under
this GIAZGIA.
25.2
Reporting of Non-Force Majeure Events. A Party (the “notifying Party”) shall notify
the other Parties when the notifying Party becomes aware of its inability to comply with
the provisions of this GIAZGIA for a reason other than a Force Majeure event. The
Parties agree to cooperate with each other and provide necessary information regarding
such inability to comply, including the date, duration, reason for the inability to comply,
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and corrective actions taken or planned to be taken with respect to such inability to
comply. Notwithstanding the foregoing, notification, cooperation or information
provided under this Article shall not entitle any Party receiving such notification to allege
a cause for anticipatory breach of this GIAZGIA.
25.3
Audit Rights. Subject to the requirements of confidentiality under Article 22 of this
GIAZGIA, each Party shall have the right, during normal business hours, and upon prior
reasonable notice to the other Parties, to audit at its own expense the other Parties’
accounts and records pertaining to the Parties’ performance or the Parties’ satisfaction of
obligations under this GIAZGIA. Such audit rights shall include audits of the other
Parties’ costs, calculation of invoiced amounts, the Transmission Provider’s efforts to
allocate responsibility for the provision of reactive support to the Transmission or
Distribution System, as applicable, the Transmission Provider’s efforts to allocate
responsibility for interruption or reduction of generation, and each Party’s actions in an
Emergency Condition. Any audit authorized by this Article shall be performed at the
offices where such accounts and records are maintained and shall be limited to those
portions of such accounts and records that relate to each Party’s performance and
satisfaction of obligations under this GIAZGIA. Each Party shall keep such accounts and
records for a period equivalent to the audit rights periods described in Article 25.4.
25.4
Audit Rights Periods.
25.4.1
Audit Rights Period for Construction-Related Accounts and Records.
Accounts and records related to the design, engineering, procurement, and
construction of the Transmission Owner’s Interconnection Facilities,
Transmission Owner’s System Protection Facilities, Distribution Upgrades and
Network Upgrades shall be subject to audit for a period of twenty-four months
following Transmission Owner’s issuance of a final invoice in accordance with
Article 12.2.
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25.4.2
Audit Rights Period for All Other Accounts and Records. Accounts and
records related to a Party’s performance or satisfaction of all obligations under
this GIAZGIA other than those described in Article 25.4.1 shall be subject to
audit as follows: (i) for an audit relating to cost obligations, the applicable audit
rights period shall be twenty-four (24) months after the auditing Party’s receipt
of an invoice giving rise to such cost obligations; and (ii) for an audit relating to
all other obligations, the applicable audit rights period shall be twenty-four (24)
months after the event for which the audit is sought.
25.5
Audit Results. If an audit by a Party determines that an overpayment or an
underpayment has occurred, a notice of such overpayment or underpayment shall be
given to the Party or from whom the overpayment or underpayment is owed together with
those records from the audit which support such determination.
ARTICLE 26. SUBCONTRACTORS
26.1
General. Nothing in this GIAZGIA shall prevent a Party from utilizing the services of
any subcontractor as it deems appropriate to perform its obligations under this GIAZGIA;
provided, however, that each Party shall require its subcontractors to comply with all
applicable terms and conditions of this GIAZGIA in providing such services and each
Party shall remain primarily liable to the other Parties for the performance of such
subcontractor.
26.2
Responsibility of Principal. The creation of any subcontract relationship shall not
relieve the hiring Party of any of its obligations under this GIAZGIA. The hiring Party
shall be fully responsible to the other Parties for the acts or omissions of any
subcontractor the hiring Party hires as if no subcontract had been made; provided,
however, that in no event shall Transmission Provider or Transmission Owner be liable
for the actions or inactions of Interconnection Customer or its subcontractors with respect
to obligations of Interconnection Customer under Article 5 of this GIAZGIA. Any
applicable obligation imposed by this GIAZGIA upon the hiring Party shall be equally
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binding upon, and shall be construed as having application to, any subcontractor of such
Party.
26.3
No Limitation by Insurance. The obligations under this Article 26 will not be limited in
any way by any limitation of subcontractor’s insurance.
ARTICLE 27. DISPUTES
27.1
Submission. In the event any Party has a dispute, or asserts a claim, that arises out of or
in connection with this GIAZGIA or its performance, such Party (the “disputing Party”)
shall provide the other Parties with written notice of the dispute or claim (“Notice of
Dispute”). Such dispute or claim shall be referred to a designated senior representative of
each Party for resolution on an informal basis as promptly as practicable after receipt of
the Notice of Dispute by the non-disputing Parties. In the event the designated
representatives are unable to resolve the claim or dispute through unassisted or assisted
negotiations within thirty (30) Calendar Days of the non-disputing Parties’ receipt of the
Notice of Dispute, such claim or dispute shall be submitted for resolution in accordance
with the dispute resolution procedures of the Tariff.
ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS
28.1
General. Each Party makes the following representations, warranties and covenants:
28.1.1
Good Standing. Such Party is duly organized, validly existing and in good
standing under the laws of the state in which it is organized, formed, or
incorporated, as applicable; that it is qualified to do business in the state or
states in which the Generating Facility, Interconnection Facilities and Network
Upgrades owned by such Party, as applicable, are located; and that it has the
corporate power and authority to own its properties, to carry on its business as
now being conducted and to enter into this GIAZGIA and carry out the
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transactions contemplated hereby and perform and carry out all covenants and
obligations on its part to be performed under and pursuant to this GIAZGIA.
28.1.2
Authority. Such Party has the right, power and authority to enter into this
GIAZGIA, to become a Party hereto and to perform its obligations hereunder.
This GIAZGIA is a legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally and by
general equitable principles (regardless of whether enforceability is sought in a
proceeding in equity or at law).
28.1.3
No Conflict. The execution, delivery and performance of this GIAZGIA does
not violate or conflict with the organizational or formation documents, or
bylaws or operating agreement, of such Party, or any judgment, license, permit,
order, material agreement or instrument applicable to or binding upon such
Party or any of its assets.
28.1.4
Consent and Approval. Such Party has sought or obtained, or, in accordance
with this GIAZGIA will seek or obtain, each consent, approval, authorization,
order, or acceptance by any Governmental Authority in connection with the
execution, delivery and performance of this GIAZGIA, and it will provide to
any Governmental Authority notice of any actions under this GIAZGIA that are
required by Applicable Laws and Regulations.
ARTICLE 29. {RESERVED}
ARTICLE 30. MISCELLANEOUS
30.1
Binding Effect. This GIAZGIA and the rights and obligations hereof, shall be binding
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30.1.1 Reversion. If offered pursuant to an Agency Agreement under which this
GIAZGIA is executed by Transmission Provider as agent for the relevant
Transmission Owner, in the event that the relevant Agency Agreement terminates,
any HVDC Service offered by Transmission Provider under this GIAZGIA shall
revert to the relevant Transmission Owner and Transmission Provider shall be
released from all obligations and responsibilities under this GIAZGIA.
30.2
Conflicts. In the event of a conflict between the body of this GIAZGIA and any
attachment, appendices or exhibits hereto, the terms and provisions of the body of this
GIAZGIA shall prevail and be deemed the final intent of the Parties.
30.3
Rules of Interpretation. This GIAZGIA, unless a clear contrary intention appears, shall
be construed and interpreted as follows: (1) the singular number includes the plural
number and vice versa; (2) reference to any person includes such person’s successors and
assigns but, in the case of a Party, only if such successors and assigns are permitted by
this GIAZGIA, and reference to a person in a particular capacity excludes such person in
any other capacity or individually; (3) reference to any agreement (including this
GIAZGIA), document, instrument or tariff means such agreement, document, instrument,
or tariff as amended or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms hereof; (4) reference to any Applicable Laws
and Regulations means such Applicable Laws and Regulations as amended, modified,
codified, or reenacted, in whole or in part, and in effect from time to time, including, if
applicable, rules and regulations promulgated thereunder; (5) unless expressly stated
otherwise, reference to any Article, Section or Appendix means such Article of this
GIAZGIA or such Appendix to this GIAZGIA, or such Section to the GIP or such
Appendix to the GIP, as the case may be; (6) “hereunder”, “hereof”, “herein”, “hereto”
and words of similar import shall be deemed references to this GIAZGIA as a whole and
not to any particular Article or other provision hereof or thereof; (7) “including” (and
with correlative meaning “include”) means including without limiting the generality of
any description preceding such term; and (8) relative to the determination of any period
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of time, “from” means “from and including”, “to” means “to but excluding” and
“through” means “through and including.”
30.4
Entire Agreement. This GIAZGIA, including all Appendices and attachments hereto,
constitutes the entire agreement between the Parties with reference to the subject matter
hereof, and supersedes all prior and contemporaneous understandings or agreements, oral
or written, between the Parties with respect to the subject matter of this GIAZGIA. There
are no other agreements, representations, warranties, or covenants, which constitute any
part of the consideration for, or any condition to, any Party’s compliance with its
obligations under this GIAZGIA.
30.5
No Third Party Beneficiaries. This GIAZGIA is not intended to and does not create
rights, remedies, or benefits of any character whatsoever in favor of any persons,
corporations, associations, or entities other than the Parties, and the obligations herein
assumed are solely for the use and benefit of the Parties, their successors in interest and,
where permitted, their assigns.
30.6
Waiver. The failure of a Party to this GIAZGIA to insist, on any occasion, upon strict
performance of any provision of this GIAZGIA will not be considered a waiver of any
obligation, right, or duty of, or imposed upon, such Party.
Any waiver at any time by any Party of its rights with respect to this GIAZGIA shall not
be deemed a continuing waiver or a waiver with respect to any other failure to comply
with any other obligation, right, duty of this GIAZGIA. Termination or Default of this
GIAZGIA for any reason by Interconnection Customer shall not constitute a waiver of
the Interconnection Customer’s legal rights to obtain Interconnection Service from
Transmission Provider. Any waiver of this GIAZGIA shall, if requested, be provided in
writing.
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30.7
Headings. The descriptive headings of the various Articles of this GIAZGIA have been
inserted for convenience of reference only and are of no significance in the interpretation
or construction of this GIAZGIA.
30.8
Multiple Counterparts. This GIAZGIA may be executed in two or more counterparts,
each of which is deemed an original but all constitute one and the same instrument.
30.9
Amendment. The Parties may by mutual agreement amend this GIAZGIA by a written
instrument duly executed by all of the Parties.
30.10 Modification by the Parties. The Parties may by mutual agreement amend the
Appendices to this GIAZGIA by a written instrument duly executed by all of the Parties.
Such amendment shall become effective and a part of this GIAZGIA upon satisfaction of
all Applicable Laws and Regulations.
30.11 Reservation of Rights. Transmission Provider shall have the right to make a unilateral
filing with FERC to modify this GIAZGIA with respect to any rates, terms and
conditions, charges, classifications of service, rule or regulation under Section 205 or any
other applicable provision of the Federal Power Act and FERC’s rules and regulations
thereunder, and Transmission Owner and Interconnection Customer shall have the right
to make a unilateral filing with FERC to modify this GIAZGIA pursuant to Section 206
or any other applicable provision of the Federal Power Act and FERC’s rules and
regulations thereunder; provided that each Party shall have the right to protest any such
filing and to participate fully in any proceeding before FERC in which such
modifications may be considered. Nothing in this GIAZGIA shall limit the rights of the
Parties or of FERC under Sections 205 or 206 of the Federal Power Act and FERC’s
rules and regulations thereunder, except to the extent that the Parties otherwise mutually
agree as provided herein.
30.12 No Partnership. This GIAZGIA shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership among or between the
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Parties or to impose any partnership obligation or partnership liability upon any Party.
No Party shall have any right, power or authority to enter into any agreement or
undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Parties.
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IN WITNESS WHEREOF, the Parties have executed this GIAZGIA in multiple
originals; each of which shall constitute and be an original GIAZGIA among the Parties.
Transmission Provider
Midcontinent Independent System Operator, Inc.
By:
Name:
Title:
Transmission Owner
[Insert name of Transmission Owner]
By:
Name:
Title:
Interconnection Customer
[Insert name of Interconnection Customer]
By:
Name:
Title:
Project No. _____
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APPENDICES TO GIAZGIA
Appendix A Interconnection Facilities, System Protection Facilities, Distribution
Upgrades, Generator Upgrades and Network Upgrades
Appendix B Milestones
Appendix B-1 Pre-Certification Generation Test Notification Form
Appendix C Interconnection Details
Appendix D Security Arrangements Details
Appendix E Commercial Operation Date
Appendix F Addresses for Delivery of Notices and Billings
Appendix G Interconnection Requirements for Inverter-Based Resource Plants
Appendix H Interconnection Requirements for Provisional GIAZGIA
Appendix I
Requirements Applicable to Surplus Interconnection Service
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Appendix A to GIAZGIA
Interconnection Facilities, System Protection Facilities, Distribution Upgrades, Generator
Upgrades and Network Upgrades
1.
Description of Generating Facility
Interconnection Customer shall install a [_____________] MVA facility, rated at [____]
MW gross and [_____] MW net, with all studies performed at or below these outputs. The
Generating Facility is composed of [__] units in a [insert description – combined cycle, single
coal-fired, wind farm, etc.] rated at [________] each. Describe the interconnection service
provided under this agreement [insert description – Network Resource or Energy Resource] and
level of service [ ] MW. [Insert operating assumptions that reflect the charging behavior of
the Generating Facility that includes at least one electric storage resource]
Interconnection Customer shall install a switchyard with the appropriate protection
equipment coordinated per Appendix C to this GIAZGIA. The Switchyard shall contain [____]
generator step-up transformer(s), [_______] circuit breakers connected in [_______] fashion
[describe or point to a single-line diagram].
22.
Description of ZG Associated Load and Injection Limiting Equipment
This ZG Interconnection Service is provided to serve ___ MWs with a Point of
Withdrawal ___ with a Commercial Operations need-by-date of _________. The equipment
and/or configuration that prevent the Generating Facility from injecting Energy onto the
Transmission System beyond the substation identified as the Point of Interconnection (other than
transient, limited injections associated with a reduction or loss of Load by the ZG Associated
Load within the Transient Tolerance Window are described below.
[describe and include a single-line diagram illustrating the connections between the
Generating Facility, ZG Associated Load, and the Transmissions System and identifying
all relevant equipment utilized to limit injections]
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3.
Interconnection Facilities
(a)
Point of Interconnection. The Point of Interconnection shall be at the point
where _____________________________________________. See Exhibit
A1___ Drawing No. _____________ dated _____________, which drawing is
attached hereto and made a part hereof. If not located at the Point of
Interconnection, the metering point(s) shall be located at
(b)
Interconnection Facilities (including metering equipment) to be constructed
by Interconnection Customer. Interconnection Customer shall construct
_________________________ and are detailed in Exhibit A1____. These
facilities are estimated to cost $_______ and are detailed in Exhibit A1____.
(c)
Transmission Owner Interconnection Facilities (including metering
equipment) to be constructed by Transmission Owner. Transmission Owner
shall construct _____________________and are detailed in Exhibit A1___.
These facilities are estimated to cost $_______ and are detailed in Exhibit A1___.
34.
Network Upgrades
(a)
Stand-Alone Network Upgrades to be installed by ____________________.
Transmission Owner shall install _______________________, detailed in Exhibit
A2___. These facilities are estimated to cost $_____________ and are detailed in
Exhibit A2___.
(b)
Network Upgrades to be installed by Transmission Owner. Transmission
Owner shall install _____________________________, detailed in Exhibit
A2___. These facilities are estimated to cost $_____________ and are detailed in
Exhibit A2___.
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(c)
Shared Network Upgrade(s) to be funded by Interconnection Customer.
Alternatively, where Transmission Provider determines that Interconnection
Customer benefits from one or more prior Network Upgrades or Common Use
Upgrades, those Network Upgrades and/or Common Use Upgrades will be
classified by Transmission Provider as Shared Network Upgrades under this
GIAZGIA, and Interconnection Customer is responsible for costs as detailed
below. Interconnection Customer may later be eligible for refund and/or
contribution if subsequent Interconnection Customers are identified as also
benefitting from the Shared Network Upgrade(s). Interconnection Customer shall
fund those Shared Network Upgrade(s) detailed in Exhibit A5. Interconnection
Customer’s cost share of the Share Network Upgrade(s) is estimated at
$____________, as detailed in Exhibit A5. Interconnection Customer’s cost
share of the Shared Network Upgrade(s) may be reduced if later interconnection
projects are determined to also benefit from the Shared Network Upgrade(s).
Interconnection Customer’s cost share of the Shared Network Upgrade(s) may
also increase from this estimate where other projects are determined to adversely
impact Interconnection Customer’s cost share of the Shared Network
Upgrade(s).i) If a Shared Network Upgrade is not yet in service as of the date of
execution of this GIAZGIA, if applicable, Interconnection Customer shall post an
Irrevocable Letter of Credit in the amount of its estimated proportionate share of
the estimated cost of that Shared Network Upgrade in accordance with Article
11.6.4 as of the date set forth in Appendix B to this GIAZGIA.
(d)
Substation Network Upgrades to be installed by ____________________.
Transmission Owner shall install _______________________, detailed in Exhibit
A2 ___. These facilities are estimated to cost $_____________ and are detailed
in Exhibit A2 ___.
45.
System Protection Facilities
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(a)
System Protection Facilities not listed in Section 2 or 3 to be constructed by
Interconnection Customer. Interconnection Customer shall construct
__________________________ detailed in Exhibit A3___. These facilities are
estimated to cost $________ and are detailed in Exhibit A3___.
(b)
System Protection Facilities not listed in 2 or 3 to be constructed by
Transmission Owner. Transmission Owner shall construct
_____________________ and detailed in Exhibit A3___. These facilities are
estimated to cost $____________ and are detailed in Exhibit A3___.
56.
Distribution Upgrades
(a)
Distribution Upgrades to be constructed by (Transmission/Distribution)
Owner (select one for final version). (Transmission/Distribution) Owner shall
construct __________________________ detailed in Exhibit A4___. These
facilities are estimated to cost $________ and are detailed in Exhibit A4___.
67.
Contingency List [include higher queued Interconnection Requests with GIAsZGIAs
prior to this GIAZGIA and contingency Network Upgrades, System Protection Facilities
or Distribution Upgrades of higher queued Interconnection Request with GIAsZGIAs
prior to this GIAZGIA pursuant to Article 11.3.1 that are subject to restudy in accordance
with Article 11.3.2]
(a)
Contingency List of MTEP Appendix B projects and contingent actions should
Appendix B projects not proceed by listed date to Appendix A.
78.
Affected System Upgrades List (include higher queued Interconnection Requests with
GIAsZGIAs prior to this GIAZGIA)
89.
JTIQ Upgrades
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[To be included in GIAZGIA if Interconnection Customer is responsible for a portion of a
portfolio of JTIQ Upgrades] Interconnection Customer is subject to the JTIQ Generator
Charge in accordance with Attachment JJJ of the MISO Tariff and Appendix 18 of the
Generator Interconnection Procedures.
Initial JTIQ Security amount:
A.
Constructing MISO Transmission Owner
1. ______________
2. ______________
3. ______________
4. ______________
B.
SPP:
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Appendix B to GIAZGIA
Milestones
1.
Selected Option pursuant to Article 5.1: Interconnection Customer selects the
[_____________] Option as described in Article 5.1.[ ], 5.1.[ ] and 5.1.[ ] shall not apply to this
GIAZGIA.
2.
Milestones: The description and date entries listed in the following tables are provided
solely for the convenience of the Parties in establishing their applicable Milestones consistent
with the provisions of this GIAZGIA and the GIP.
A.
Interconnection Customer Milestones
No.
Description
Date
1a.
Provide initial payment to Transmission Owner
(GIAZGIA 11.5)
Within the later of a) 45
Calendar Days of the
execution of the GIAZGIA
by all Parties, or b) 45
Calendar Days of
acceptance by FERC if the
GIAZGIA is filed
unexecuted and the payment
is being protested by
Interconnection Customer,
or c) 45 Calendar Days of
the filing if the GIAZGIA is
filed unexecuted and the
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initial payment is not being
protested by Interconnection
Customer.
1b.
Provide security, i.e., a guarantee, surety bond, letter
of credit or other reasonably acceptable form of
security to Transmission Owner (GIAZGIA 11.6).
45 Calendar Days prior to
design, procurement and
construction.
1c.
Enter into a Facilities Service Agreement (“FSA”) as
may be applicable, with Transmission Owner for the
Network Upgrades associated with this GIAZGIA.
Within 90 Calendar Days of
the Effective Date of the
GIAZGIA and prior to in-
service date of Network
Upgrades associated with
this GIAZGIA.
1d.
Enter into amendment of this GIAZGIA, if required,
for Interconnection Requests that did not elect
optional negotiation period adjustment for
Interconnection Facilities Study pursuant to
GIAZGIA Section 11.3.1.
Within 90 days of the
posting of the final
Interconnection Facilities
report.
1e.
Demonstrate 100% Site Control (if not provided
earlier due to qualifying regulatory limitations) or the
GIAZGIA may be terminated per Article 2 of this
GIAZGIA and the Interconnection Customer may be
subject to Withdrawal Penalties per Section 7.6.2.1.1
of the GIP (Calculation of the Automatic Withdrawal
Penalty).
Within 180 Calendar Days
of the Effective Date.
1f.
Enter into SPP JTIQ Service Agreement (if included
in JTIQ Participation Group) pursuant to GIP Section
11.1.
Within 15 Calendar Days
after tender.
1g.
Enter into any agreement required by an Affected
System for the study, construction, or funding of a
network upgrade to mitigate impacts (for
Within 15 Calendar Days
after tender.
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ATTACHMENTS
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Interconnection Requests processed through ERAS)
pursuant to GIP Section 3.5.2.
1h.
For ZGIAs that grant ZG Interconnection Service,
greater than 5 MW, submit a completed Market
Participant Application pursuant to Section 38.2 et
seq. of the Tariff (Module C). (ZGIA 7.1.1)
Within 30 Calendar Days
after execution or
requesting an unexecuted
filing of this Agreement.
2.
Provide Certificate of Insurance (GIAZGIA 18.4.9).
The earlier of the
construction work
commencement date or the
milestone date; thereafter,
within 90 Calendar Days of
end of fiscal year or
insurance renewal date.
3.
Provide evidence of one or more of the following
milestones being achieved: (1) execution of
contract for (a) fuel supply or transport; (b)
cooling water supply; (c) engineering procurement
of major equipment or construction; (d) execution
of a contract for the sale of electric energy or
capacity from the Generating Facility, or a
statement signed by an officer or authorized agent
of Interconnection Customer attesting that the
Generating Facility is included in an applicable
state resource adequacy plan; or other information
that Transmission Provider deems to be
reasonable evidence that the Generating Facility
will qualify as a designated network resource; or
(2) documentation of application for state or local
air, water, land, or federal nuclear or hydroelectric
permits and that the application is proceeding per
regulations (GIP 11.3).
Within 180 Calendar Days
of Effective Date.
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4.
Provide security in the amount of $_______ to
Transmission Owner to commence design, equipment
procurement and construction for Interconnection
Facilities (GIAZGIA 5.5 and 5.6).
As may be agreed to by the
Parties.
5.
Invoice Transmission Owner for the estimated amount
to be expended by the Interconnection Customer to
construct any Stand Alone Network Upgrades for
which the Interconnection Customer has exercised its
Option to Build if the Transmission Owner has
elected to Self Fund (GIAZGIA 5.2.13).
As may be agreed to by the
Parties, but in no event later
than 45 Calendar Days prior
to the date the
Interconnection Customer
must make any construction
payment.
6.
Pre-construction meeting.
As may be agreed to by the
Parties.
7.
Provide initial design and specifications for
Interconnection Customer’s Interconnection Facilities
to Transmission Owner and Transmission Provider for
comment (GIAZGIA 5.10.1).
180 Calendar Days prior to
initial synchronization date.
8.
Provide final design and specifications for
Interconnection Customer’s Interconnection Facilities
to Transmission Owner and Transmission Provider for
comment (GIAZGIA 5.10.1).
90 Calendar Days prior to
initial synchronization date.
9.
Deliver to Transmission Owner and Transmission
Provider “as-built” drawings, information and
documents regarding Interconnection Customer’s
Interconnection Facilities (GIAZGIA 5.10.3).
Within 120 Calendar Days
of Commercial Operation
Date.
10.
Provide Transmission Owner final cost invoices to
construct Stand Alone Network Upgrades for which
the Interconnection Customer has exercised its Option
to Build if the Transmission Owner has elected to Self
Fund (GIAZGIA 5.2.13).
Within six (6) months of
completion.
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10a.
Transfer ownership of the Transmission Owner’s
Interconnection Facilities and Stand Alone Network
Upgrades to Transmission Owner if Interconnection
Customer has exercised the Option to Build
(GIAZGIA 5.2.9).
As agreed to by the Parties
but in no event later than the
earlier of energization or
three days prior to the Initial
Synchronization Date.
10b.
Refund overpayment, if any, of estimated costs to
construct any Stand Alone Network Upgrades for
which the Interconnection Customer has exercised its
Option to Build if the Transmission Owner has
elected to Self Fund (GIAZGIA 5.2.13).
Within 30 Calendar Days
after submitting invoice for
final costs under Milestone
10.
11.
Notify Transmission Provider and Transmission
Owner in writing of Local Balancing Authority where
Generating Facility is located (GIAZGIA 9.2).
Three months prior to Initial
Synchronization Date.
12.
Pre-energization meeting.
As may be agreed to by the
Parties.
13.
Initial Synchronization Date.
As agreed to by the Parties.
14.
Commercial Operation Date.
As agreed to by the Parties.
15.
Interconnection Customer shall provide the Parties
with notice on the status of the Generating Facility,
including COD, under Article 15 of this GIAZGIA
and shall also send such notice by email to
ResourceIntegration@misoenergy.org. Notification
shall include Interconnection Customer’s name, and
as applicable Market Participant(s) name(s), and
project number.
6 months prior to Initial
Synchronization Date.
16.
Interconnection Customer shall provide notice to the
Parties of a test plan in advance of conducting tests
for the Generating Facility. The notice shall be in the
form below and should be provided under Article 15
of this GIAZGIA, and a copy of such notice should be
emailed to ResourceIntegration@misoenergy.org.
5 Business Days prior to
testing.
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17.
In the event the Interconnection Customer makes any
modifications to the design of the site layouts or
interconnection facility routes after execution of this
GIAZGIA, Interconnection Customer shall notify the
Parties of such changes immediately upon identifying
the need for such changes. After providing such
notification, the Interconnection Customer shall
provide to Transmission Provider evidence of
continued Site Control for land sufficient to
accommodate the changes in site layouts and/or
interconnection facility routes (GIP 7.2.2).
90 Calendar Days after
Interconnection Customer
provides notice to Parties.
18.
For ZGIAs that grant ZG Interconnection Service
greater than 5 MW, take all steps required by the
MISO Tariff and applicable Business Practices
Manual to complete registration as a Generation
Resource, Energy Storage Resource, or Dispatchable
Intermittent Resource based on its applicable
operating characteristics. (GIA 7.1.1)
Prior to Commercial
Operation Date.
B.
Transmission Owner Milestones
No.
Description
Date
0.
Transmission Owner to enter Network Upgrade
information into Transmission Provider’s MTEP
database and model on demand.
10 Business Days after
Effective Date.
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1.
Provide Certificate of Insurance (GIAZGIA 18.4.9).
The earlier of the
construction work
commencement date or the
milestone date; within 90
Calendar Days of end of
fiscal year or insurance
renewal date.
2.
• Commence design of Interconnection Facilities
(GIAZGIA 5.5 et seq.).
• Commence equipment procurement.
As agreed to by the Parties
(after completion of
Interconnection Facilities
Study, receipt of written
authorization from
Interconnection Customer
and Interconnection
Customer’s deposit of
security.
3.
Commence construction of Interconnection Facilities
(GIAZGIA 5.6 et seq.).
As agreed to by the Parties
(after receiving approval of
Governmental Authority,
receipt of written
authorization and security
from Interconnection
Customer).
4.
Comment on Interconnection Customer’s final design
and specifications.
Within 30 Calendar Days of
Interconnection Customer’s
submission of final design
and specifications.
5.
Deliver to Interconnection Customer and
Transmission Provider “as-built” drawings,
information and documents regarding Transmission
Owner’s Interconnection Facilities (GIAZGIA 5.11).
Within 120 Calendar Days
of Commercial Operation
Date.
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6.
Provide payment for invoiced estimated costs to
construct for which the Interconnection Customer has
exercised its Option to Build if the Transmission
Owner has elected to Self Fund (GIAZGIA 5.2.13).
Within 30 Calendar Days of
receipt of Interconnection
Customer’s invoice for
estimated costs.
6a.
Provide payment for invoiced final cost to construct
Stand Alone Network Upgrades for which the
Interconnection Customer has exercised its Option to
Build if the Transmission Owner has elected to Self
Fund (GIAZGIA 5.2.13).
Within 30 Calendar Days of
receipt of Interconnection
Customer’s invoice for final
costs.
7.
Provide Interconnection Customer final cost invoices
(GIAZGIA 12.2 et seq.).
Within (6) six months of
completion.
8.
Refund overpayment of estimated costs (GIAZGIA
12.2).
90 Calendar Days prior to
initial synchronization date.
Refunds within 30 Calendar
Days.
9.
In-Service Date/Backfeed Date.
As agreed to by the Parties.
C.
Affected System Owner Milestones
Task
Date Due
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Appendix B-1 to GIAZGIA
Pre-Certification Generation Test Notification Form
The following form would need to be submitted to MISO Real Time Operations at least five (5)
Business Days prior to the first date of testing.
Project Number:
Project Name:
Point of Interconnection:
Dispatcher Contact Information:
Date
Start Time
(in EST)
End Time
(in EST)
Expected MW
Output
Expected MVAR
Output (Only needed
if beyond normal
power factor)
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Appendix C to GIAZGIA
Interconnection Details
This Appendix C is a part of this GIAZGIA among Interconnection Customer, Transmission
Owner and Transmission Provider.
1.
Transmission Owner shall provide the following “as-built” drawings, information and
documents regarding the Transmission Owner’s Interconnection Facilities pursuant to
Article 5.11 of this GIAZGIA.
2.
The unique requirements of each generation interconnection will dictate the
establishment of mutually agreeable Interconnection and/or Operating Guidelines that
further define the requirements of this GIAZGIA. The Interconnection and/or Operating
Guidelines applicable to this GIAZGIA consist of the following information. Additional
detail may be provided through attachment to this Appendix C or through electronic
means via the web address specified.
(a)
System Protection Facilities;
(b)
Communication requirements;
(c)
Metering requirements;
(d)
Grounding requirements;
(e)
Transmission Line and Substation Connection configurations;
(f)
Unit Stability requirements;
(g)
Equipment ratings;
(h)
Short Circuit requirements;
(i)
Synchronizing requirements;
(j)
Generation and Operation Control requirements;
(k)
Data provisions;
(l)
Energization inspection and testing requirements; and
(m)
Control equipment, if any.
3.
Information required pursuant to Section 8.4 for Variable Energy Resource Generating
Facilities: ___________________________________________________.
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Appendix D to GIAZGIA
Security Arrangements Details
Infrastructure security of Transmission or Distribution System equipment and operations, as
applicable, and control hardware and software is essential to ensure day-to-day Transmission and
Distribution System reliability and operational security. The Commission will expect all
Transmission Providers, market participants, and Interconnection Customers interconnected to
the Transmission or Distribution System, as applicable, to comply with the recommendations
provided by Governmental Authorities regarding Critical Energy Infrastructure Information
(“CEII”) as that term is defined in 18 C.F.R. Section 388.113(c) and best practice
recommendations from the electric reliability authority. All public utilities will be expected to
meet basic standards for system infrastructure and operational security, including physical,
operational, and cyber-security practices.
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Appendix E to GIAZGIA
Commercial Operation Date
This Appendix E is a part of this GIAZGIA between Transmission Provider,
Transmission Owner and Interconnection Customer.
[Date]
Midcontinent Independent System Operator, Inc.
Attn: Director, Transmission Access Planning
720 City Center Drive
Carmel, IN 46032
Re:
_____________ Generating Facility
Dear _______________:
On [Date] [Interconnection Customer] has completed Trial Operation of Unit No. ___.
This letter confirms that [Interconnection Customer] commenced commercial operation of Unit
No. ___ at the Generating Facility, effective as of [Date plus one Calendar Day].
Thank you.
[Signature]
[Interconnection Customer Representative]
cc:
Transmission Owner
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Appendix F to GIAZGIA
Addresses for Delivery of Notices and Billings
Notices:
Transmission Provider:
MISO
Attn: Director, Transmission Access Planning
720 City Center Drive
Carmel, IN 46032
Transmission Owner:
[To be supplied.]
Interconnection Customer:
[To be supplied.]
Billings and Payments:
Transmission Provider:
MISO
Attn: Director, Transmission Access Planning
720 City Center Drive
Carmel, IN 46032
Transmission Owner:
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[To be supplied.]
Interconnection Customer:
[To be supplied.]
Alternative Forms of Delivery of Notices (telephone, facsimile or email):
Transmission Provider:
Phone: (317) 249-5700
Email: misotap@misoenergy.org or
MISOTransmissionAccessPlanning@misoenergy.org
Transmission Owner:
[To be supplied.]
Interconnection Customer:
[To be supplied.]
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ATTACHMENTS
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Appendix G to GIAZGIA
Interconnection Requirements for Inverter-Based Resource Plants
Appendix G sets forth requirements and provisions specific to inverter-based resource
(IBR) plants. Transmission Owner Local Planning Criteria for IBR performance may differ from
Appendix G requirements. In such cases, Transmission Owner Local Planning Criteria shall
supersede the Appendix G requirements and be documented in Appendix C of this GIAZGIA1.
All other requirements of this GIAZGIA also apply to IBR plant interconnections. IBR plants
shall meet both Applicable Reliability Standards and Appendix G requirements. Battery energy
storage systems required to furnish grid-forming controls shall be exempt from specific IEEE
2800 requirements as outlined in the BPM for Generator Interconnection. Italicized terms
indicate IEEE 2800-2022 defined terms2. IEEE 2800-2022's definitions will govern these
italicized terms unless otherwise defined herein.
A.
General
The IBR plant shall adhere to IEEE 2800-2022 Clause 4 requirements, except for
subclauses 4.1 (introduction), 4.5 (operational measurement and communication capability), 4.6
(control capability requirements), 4.8 (isolation devices), 4.9 (inadvertent energization of TS),
4.11 (interconnection integrity), and 4.12 (integration with TS grounding).
Within the adopted IEEE 2800-2022 Subclauses, the following requirements shall be
incorporated as Transmission Provider and Transmission Owner3 specification options noted in
IEEE 2800-2022.
•
Subclause 4.2.1: The reference point of applicability (RPA) shall be at the point
of measurement (POM) bus with the exception of requirements specified in
1 IEEE 2800-2022 points to "weak grid” issues requiring exceptions to default values and ranges of available
settings for various types of performance. IEEE 2800-2022 Annex C.2 contains discussion on characterizing weak
grid areas.
2 “IEEE Standard for Interconnection and Interoperability of Inverter-Based Resources (IBRs) Interconnecting with
Associated Transmission Electric Power Systems," in IEEE Std 2800-2022 , vol., no., pp.1-180, 22 April 2022, doi:
10.1109/IEEESTD.2022.9762253.
3 For the purpose of this GIAZGIA, the IEEE 2800 term of TS operator is synonymous with Transmission Owner
and the IEEE 2800 term of TS owner is synonymous with Transmission Planner or Transmission Owner, as
applicable.
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Clauses 7.2.2.3.4 and 7.2.2.3.5 of the standard to have the RPA at the point of
connection (POC).
•
Subclause 4.3: The Transmission Owner shall specify the nominal voltage and
frequency at the RPA in Appendix C of this GIAZGIA.
•
Subclause 4.10.2: The enter service criteria shall use the default values for
applicable voltages and applicable frequency specified in the table below unless
otherwise specified in Appendix C of this GIAZGIA4.
Enter service criteria
Default setting
Applicable voltage, minimum value
0.9 p.u.
Applicable voltage, maximum value
1.05 p.u.
Applicable frequency, minimum value
58.8 Hz
Applicable frequency, maximum value
60.12 Hz.
•
Subclause 4.10.3: The performance during enter service shall use the default
values specified below unless otherwise specified in Appendix C of this
GIAZGIA.
o The minimum intentional delay performance, as defined in Subclause 4.10.3,
b), shall be 0 seconds.
o The duration of the enter service period, as defined in Subclause 4.10.3, c),
shall be 300 seconds.
B.
Response to Abnormal Conditions
The IBR plant shall adhere to IEEE 2800-2022 Clause 7 requirements, except for
subclauses 7.2.1 (voltage protection) and 7.3.1 (mandatory frequency tripping). Where
Applicable Reliability Standards require more stringent ride-through requirements compared to
IEEE 2800-2022 Clause 7 requirements, those standards shall take precedence5.
4 MISO default values may be modified within the IEEE 2800 range of allowable settings by Transmission Owner
Local Planning Criteria.
5 More stringent ride-through requirements include, but are not limited to, expanded voltage and frequency
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Within the adopted IEEE 2800-2022 Subclauses, the following requirements shall be
incorporated as the Transmission Provider and Transmission Owner decision points6 noted in
IEEE 2800-2022.
•
Subclause 7.2.2.1: The Transmission Owner shall specify the nominal voltage for
use by this clause. Nominal voltages may include nominal transmission system
voltages that are different from standard ANSI C84.1-2016 voltages.
•
Subclause 7.2.2.2: If the IBR plant cannot deliver both active and reactive power
due to its current limit (or apparent power limit), when the applicable voltage is
below 95%, then preference shall be given to reactive power while minimizing
any reductions in active power.
•
Subclause 7.2.2.3: The IBR plant shall give preference to reactive power unless
otherwise specified in Appendix C of this GIAZGIA. In addition, the IBR plant
shall minimize reductions in active power while carrying out the reactive current
priority mode response.
•
Subclause 7.2.2.3.4: The Interconnection Customer shall submit the IBR plant
controls default relationship between the magnitude of incremental positive and
negative sequence reactive currents. The Transmission Provider and Transmission
Owner, through this agreement, may specify a required IBR plant response
relationship between the incremental positive and negative sequence reactive
currents.
C.
Reactive Power
The IBR plant shall adhere to IEEE 2800-2022 Clause 5 requirements.
Within the adopted IEEE 2800-2022 Subclauses, the following requirements shall be
incorporated as the Transmission Provider and Transmission Owner decision points noted in
IEEE 2800-2022.
•
Subclause 5.1: The IBR plant shall have the reactive power capabilities outlined
conditions or extended cumulative times under which IBR plants must ride-through.
6 Decision points refer to language in the IEEE 2800-2022 standard that leaves default values, application of
requirements, and other details open for the TS Owner or TS Operator to define.
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in this clause. Consistent with section 9.6.1 of this GIAZGIA, an IBR plant shall
maintain a power factor within the range of 0.95 leading to 0.95 lagging, unless
Transmission Provider has established different requirements that apply to all
Generating Facilities in the Local Balancing Authority on a comparable basis,
measured at the high side of the generator substation.
•
Subclause 5.2.2: The voltage control dynamic performance requirements in Table
5 shall apply when the system short-circuit strength at the RPA is equal to or
above the minimum short-circuit strength identified by the Transmission Provider
or Transmission Owner.
•
Subclause 5.2.2: The reaction time, as defined in Subclause 5.2.2 Table 5, shall be
250 milliseconds or less.
•
Subclause 5.2.2: The maximum step response time, as defined in Subclause 5.2.2
Table 5, shall be 30 seconds.
•
Subclause 5.2.3: The power factor control mode shall appropriately operate at all
active power levels from the Inverter Based Resource Continuous Rating (“ICR”)
down to, but not including, zero.
D.
Primary Frequency Response
The IBR plant shall adhere to IEEE 2800-2022 Clause 6 requirements, except for
Subclause 6.2 (fast frequency response).
Within the adopted IEEE 2800-2022 Subclauses, the following requirements shall be
incorporated as the Transmission Provider and Transmission Owner decision points noted in IEEE
2800-2022.
•
Subclause 6.1.1: The use of primary frequency response capabilities shall be
required for all IBR plants.
•
Subclause 6.1.1: Frequency droop shall be based on the difference between
nameplate capacity and zero output such that the slopes of the droop curves are
always constant.
•
Subclause 6.1.2: The settling band default value in Table 8 shall be based on the
maximum of 2.5% of change or 0.5% of nameplate capacity.
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The exceptions to primary frequency response requirements provided to electric storage
resources in Article 9.6.4.4 of this GIAZGIA shall still apply.
TABLE 1. SUMMARY OF ADOPTION TREATMENT OF IEEE 2800-2022 SUBCLAUSES
IEEE 2800-2022 Subclause
Required by
Appendix G
for DPP-2022
and later
Required by
Appendix G
for DPP-2023
and later
Exception
4.1 Introduction
X
4.2 Reference Point of Applicability
X
4.3 Applicable Voltages and Frequencies
X
4.4 Measurement Accuracy
X
4.5 Operational Measurement and
Communication Capability
X
4.6 Control Capability
X
4.7 Prioritization of IBR Responses
X
4.8 Isolation Devices
X
4.9 Inadvertent Energization of TS
X
4.10 Enter Service
X
4.11 Interconnection Integrity
X
4.12 Integration with TS grounding
X
5.1 Reactive Power Capability
X
5.2 Voltage and Reactive Power Modes
X
6.1 Primary Frequency Response
X
6.2 Fast Frequency Response
X
7.1 Introduction
X
7.2.1 Voltage protection
X
7.2.2.1 Voltage disturbance ride-through:
General
X
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7.2.2.2 Voltage disturbances within continuous
operation
X
7.2.2.3 Low- and high-voltage ride-through
X
7.2.2.4 Consecutive voltage deviations ride-
through
X
7.2.2.5 Dynamic voltage support
X
7.2.2.6 Restore output after voltage ride-through X
7.2.3 Transient overvoltage
X
7.3.1 Mandatory frequency tripping
X
7.3.2 Frequency disturbance ride-through
X
7.4 Return to service
X
E.
Supervisory Control and Data Acquisition (SCADA) Capability
The IBR plant shall provide SCADA capability to transmit data and receive instructions
from Transmission Provider to protect system reliability. Transmission Provider and
Interconnection Customer shall determine what SCADA information is essential for the
proposed IBR plant, taking into account the size of the plant and its characteristics, location, and
importance in maintaining generation resource adequacy and transmission system reliability in
its area.
F.
Disturbance Monitoring and Reporting Requirements
IBR plants with generating capacities of more than 20 MW must monitor and record data
for all frequency ride-through events, transient low-voltage disturbances that initiated reactive
current injection, reactive current injection or momentary cessation for transient high-voltage
disturbances, and inverter trips. Dynamic Disturbance Recording (“DDR”) data must be
recorded continuously. The data may be recorded and stored in a central plant control system.
The following data must be recorded:
Plant Level
(1) Plant three-phase voltage, current and power factor
(2) Status of ancillary reactive devices
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(3) Status of all plant circuit breakers
(4) Status of plant controller
(5) Plant control set points
(6) Status of main plant transformer no load taps
(7) Status of main plant transformer tap changer (if applicable)
(8) Protective relay trips (relay target data)
Inverter Level Data
(1) Frequency, current, and voltage during frequency ride-through events
(2) Voltage and current during momentary cessation for transient high-voltage events
(when used)
(3) Voltage and current during reactive current injection for transient low or high-
voltage events
(4) Inverter alarm and fault codes
(5) DC current
(6) DC voltage
DDR Data – Plant Level
(1) One phase-to-neutral or positive sequence voltage on high-side of the main power
transformer(s)
(2) Positive sequence current or phase current for the same phase as (1)
(3) Real and reactive power flows expressed on a three-phase basis corresponding to each
main power transformer(s) where current measurements are required
(4) Frequency of any one of the voltages in (1)
The data must be time synchronized to a one millisecond level of resolution. All data
except DDR data must be sampled at least every 10 milliseconds. DDR data must have an input
sampling rate of at least 960 samples per second and an output recording rate of electrical
quantities of at least 60 times per second.
The IBR plant shall store this data for a minimum of 60 calendar days. The IBR plant,
upon request from MISO or the transmission owner, shall make this data available within 10
calendar days of the request.
Phasor measurement unit (“PMU”) capabilities shall be used to facilitate the DDR data.
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G.
Applicability
IBR plants that are, or have been, interconnected to the network at the effective date of
the Appendix G abnormal voltage ride-through standard are exempt from meeting the Appendix
G abnormal voltage ride-through standard for the remaining life of the existing generation
equipment. Except for IBR plants actively undergoing a Generating Facility Replacement at the
effective date of this GIAZGIA that have equipment on order where the OEM has documented
performance that differs from what is required in this GIAZGIA, all individual IBR units that are
replaced are required to meet the Appendix G performance requirements.
The IEEE 2800-2022 requirements cited in Section A (IEEE 2800-2022 Clause 4) and
Section B (IEEE 2800-2022 Clause 7, except Subclause 7.2.2.4) of Appendix G shall apply to
IBR plants in the DPP-2022-Cycle and beyond. For the DPP-2022-Cycle, Interconnection
Customers may request exceptions confined to these sections only if specific limitations or
uncertainties of equipment or plant capabilities prevent implementation of these requirements.
GIAsZGIAs signed or amended with inverter changes on or after January 1, 2025, are not
eligible for requirement exceptions. Further, the process for establishing exceptions for these
requirements shall not apply beyond the DPP-2022-Cycle.
The IEEE 2800-2022 requirements cited in Section B (IEEE 2800-2022 Subclause
7.2.2.4), Section C (IEEE 2800-2022 Clause 5), and Section D (IEEE 2800.2022 Clause 6) of
Appendix G shall apply to IBR plants in the DPP-2023-Cycle and beyond. For the DPP-2023-
Cycle, Generating Facilities Replacements, and Surplus Interconnections, Interconnection
Customers may request exceptions confined to these sections only if specific limitations or
uncertainties of equipment or plant capabilities prevent implementation of these requirements.
GIAsZGIAs signed or amended with inverter changes on or after January 1, 2026, are not
eligible for requirement exceptions. Further, the process for establishing exceptions for these
requirements shall not apply beyond the DPP-2023-Cycle.
Interconnection Customers requesting exceptions shall submit documentation to the
Transmission Provider outlining the specific IEEE 2800-2022 subclauses pertinent to the request
along with information from the manufacturer regarding the nature of the issue conforming to or
assessing conformance with requirements herein. The Transmission Provider will, in good faith,
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ATTACHMENTS
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accept Original Equipment Manufacturer (OEM)-documented requirement exceptions and
document these exceptions in Appendix C of this GIAZGIA.
If the performance or capability exception can be mitigated through equipment firmware
upgrades still under development, the Interconnection Customer shall use commercially
reasonable efforts to implement the firmware upgrade within sixty (60) calendar days of
commercial availability of such firmware.
The DDR and PMU requirements in the Section F, Disturbance Monitoring and
Reporting Requirements of Appendix G shall apply to IBR plants in the DPP-2023-Cycle and
beyond.
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GeneratorZG Interconnection Agreement (GIAZGIA)
ATTACHMENTS
11031.0.0
Appendix H to GIAZGIA
Interconnection Requirements for Provisional GIAZGIA
Provisional Agreement
This GIAZGIA is being provided in accordance with Section 11.5 of the Transmission
Provider’s GIP, which provides among other things, that an Interconnection Customer may
request that Transmission Provider provide Interconnection Customer with a Provisional
Generator Interconnection Agreement that limits the transfer of energy by Interconnection
Customer commensurate with that allowed for Energy Resource Interconnection Service.
Interconnection Customer requested Transmission Provider to provide a Provisional Generator
Interconnection Agreement for limited operation at the discretion of Transmission Provider
based upon the results of available studies (by Interconnection Customer and by Transmission
Provider).
A Provisional Interconnection Study, the results of which are posted on the confidential portion
of the Transmission Provider’s internet website, was performed by Transmission Provider in
order to confirm the facilities that are required for provisional Interconnection Service and to
require them to be in place prior to commencement of service under the GIAZGIA.
Interconnection Customer represents that the Interconnection Customer facilities (including
Network Upgrades, Interconnection Facilities, Distribution Upgrades, System Protection
Upgrades and/or Generator Upgrades) that are necessary to commence provisional
Interconnection Service and meet the requirements of Electric Reliability Organization, or any
applicable regional entity for the interconnection of a new generator are in place prior to the
commencement of generation from the Generating Facility and will remain in place during the
term of the service. The requisite Interconnection Studies were performed for the Generating
Facility. Interconnection Customer shall meet any additional requirements (including reactive
power requirements) pursuant to the results of applicable future Interconnection System Impact
Studies. Until such time as the applicable Interconnection Studies and any identified facilities
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ATTACHMENTS
11031.0.0
are completed, the output of the Generating Facility will operate within the output limit
prescribed in a future, if applicable, operating guide.
The maximum permissible output of the Generating Facility under Appendix A will be updated
by Transmission Provider on a quarterly basis, determined in accordance with Section 11.5 of the
GIP, by finding the transfer limit of energy commensurate with the analysis for Energy Resource
Interconnection Service (“ERIS”). This study shall be performed assuming the system topology
represented by the base cases used to calculate Available Flowgate Capability, as described in
Attachment C of the Tariff, with dispatch and optimization algorithms posted on the MISO
internet site and operation above those limits will be deemed as unauthorized use of the
Transmission System and subject to provisions in the Tariff surrounding that use.
Use of interim operating guide
Implementation of interim operating guide, if applicable, will constitute an interim solution that
will permit Interconnection Customer to operate the Generating Facility under conditional
Interconnection Service until planned Network Upgrades are constructed. Any interim operating
guide will be subject to the approval of Transmission Owner and Transmission Provider.
Minimum requirements for an interim operating guide are as indicated below.
* Transmission Operator will have control of breaker(s) dedicated to the Generating Facility
and will be able to trip the Interconnection Customer’s Generating Facility
* Protection schemes must be tested and operative
* Interconnection Customer will provide continuous communication capability with the
Generator Operator
* Interconnection Customer and the owner of the Existing Generating Facility will enter into
an operating agreement or similar agreement which designates, among other things, the
responsibilities and authorities of each of the parties and shall be subject to the acceptance of
Transmission Provider and Transmission Owner.
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ATTACHMENTS
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* A termination date consistent with completion of construction of Network Upgrades will be
included as part of all operating guides accepted by Transmission Owner and Transmission
Provider.
Interconnection Customer assumes all risks and liabilities with respect to changes, which may
impact the Generator Interconnection Agreement including, but not limited to, change in output
limits and responsibilities for future Network Upgrade and cost responsibilities that have not yet
been identified on the direct connect Transmission System as well as all affected Transmission,
Distribution or Generation System(s) including non-Transmission Provider Systems. Such
upgrades will be determined pursuant to the Tariff and Policies in effect at the time of the
Interconnection Studies.
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ATTACHMENTS
11031.0.0
Appendix I to GIAZGIA
Requirements Applicable to Surplus Interconnection Service
Where this GIAZGIA provides for Surplus Interconnection Service, Interconnection Customer
acknowledges, agrees to, and will be required to operate under the following conditions:
1) The combined Real-Time Offers, including Energy and Operating Reserves, of the
Generating Facility and the Existing Generating Facility with which Interconnection
Customer has an executed Energy Displacement Agreement must be less than or equal to
Interconnection Service limit (MW, MVAR, MVA output) provided in Exhibit I-1
(Monitoring and Consent Agreement) (hereinafter, “Interconnection Service limit”).
In the event that the sum of the simultaneous energy output of the Surplus
Interconnection Service Generating Facility and the Existing Generating Facility exceeds
such Interconnection Service limit, MISO reserves the right to curtail and/or disconnect
the Generating Facility immediately.
In the event that the sum of the emergency and/or economic maximum offer limits of the
Generating Facility and the Existing Generating Facility exceeds the Interconnection
Service limit, MISO reserves the right to curtail and/or disconnect the Generating Facility
immediately.
2) The total MW, MVAR, MVA output at the Point of Interconnection resulting from the
combined output of the Generating Facility with Surplus Interconnection Service and the
Existing Generating Facility with which Interconnection Customer has an executed
Energy Displacement Agreement shall not at any time exceed the Interconnection Service
limit.
3) The Existing Generating Facility with which Interconnection Customer has an executed
Energy Displacement Agreement is not relieved of any applicable requirements under the
RAR of the Tariff.
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ATTACHMENTS
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4) The Interconnection Customer shall submit to the Transmission Provider a report by the
seventh Calendar Day of each month showing the prior month’s output, by 15 minute
increment, the combined real-time offers and cleared energy injection. The Existing
Generating Facility and the Interconnection Customer shall cooperate consistent with
other provisions in the Tariff to the extent necessary to ensure accuracy of the report.
Transmission Provider shall provide a template for this report.
Exhibit I-1 (Completed Monitoring and Consent Agreement - Appendix 11 of the GIP)
Exhibit I-2 (Completed Energy Displacement Agreement - Appendix 12 of the GIP)