Exhibit 10.13
INTERCONNECTION AGREEMENT
By and Between
SOUTHERN POWER COMPANY
and
ALABAMA POWER COMPANY
for
AUTAUGAVILLE COMBINED CYCLE UNIT 2
Dated as of June 25, 2001
TABLE OF CONTENTS
SECTION 1: DEFINITIONS....................................................................................1
SECTION 2: INTERCONNECTION SERVICE........................................................................6
2.1 Service.................................................................................................6
2.2 Facility................................................................................................6
2.3 Permits.................................................................................................6
2.4 Easements and Access Rights.............................................................................6
2.5 Interconnection Point...................................................................................7
2.6 Station Service Arrangements............................................................................7
2.7 Generator Balancing Service Arrangements................................................................8
2.8 Interconnection Procedures..............................................................................8
2.9 Interconnected Operation Services.......................................................................8
2.10 Control Area Operations.................................................................................8
2.11 Inadvertent Flow........................................................................................8
SECTION 3: TERM, TERMINATION AND DISCONNECTION............................................................8
3.1 Term....................................................................................................8
3.2 Default.................................................................................................9
3.3 Permanent Disconnection.................................................................................9
3.4 Temporary Disconnection.................................................................................9
3.5 Survival of Rights.....................................................................................10
SECTION 4: OPERATION AND MAINTENANCE OF GENERATOR'S FACILITY.............................................10
4.1 General Standards......................................................................................10
4.2 Maintenance and Operation..............................................................................11
SECTION 5: INTERCONNECTION FACILITIES....................................................................11
5.1 Interconnection Facilities.............................................................................11
5.2 Costs of Interconnection Facilities....................................................................11
5.3 Additional Interconnectors.............................................................................11
5.4 Payment of Cost of On-Going Maintenance and Operation
of the Interconnection Facilities......................................................................12
5.5 Care of Equipment......................................................................................13
5.6 Payment of the Cost of the Interconnection Facilities..................................................13
SECTION 6: LIABILITY AND INDEMNIFICATION.................................................................14
6.1 Remedies for Breach....................................................................................14
6.2 Limitation of Liability................................................................................14
6.3 No Liability for Other Party's Responsibilities........................................................15
6.4 Responsibility for Property............................................................................15
6.5 Indemnification........................................................................................15
SECTION 7: METERING, DATA ACQUISITION, AND RELATED
PROTECTION EQUIPMENT..........................................................................16
7.1 Metering...............................................................................................16
7.2 Data Acquisition and Protection Equipment..............................................................17
7.3 Payment of Cost of Metering, Data Acquisition, and Related Protection Equipment........................17
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7.4 Care of Equipment......................................................................................17
7.5 Inspection and Testing.................................................................................18
7.6 Inaccuracies...........................................................................................18
SECTION 8: INITIAL SYNCHRONIZATION AND FACILITY TESTING..................................................18
8.1 Facility Evaluation Based on Actual Equipment Data.....................................................18
8.2 Implementation of Control and Operating Procedures.....................................................19
8.3 Facility Inspection....................................................................................19
8.4 Initial Synchronization................................................................................19
8.5 Review of Synchronization Tests........................................................................19
SECTION 9: ADMINISTRATION CHARGE.........................................................................20
SECTION 10: PAYMENT PROCEDURE............................................................................20
10.1 Billing................................................................................................20
10.2 Failure to Timely Pay..................................................................................20
10.3 Interest...............................................................................................21
10.4 Creditworthiness.......................................................................................21
10.5 Audit Rights...........................................................................................21
10.6 Disputed Bills.........................................................................................21
10.7 No Waiver..............................................................................................21
SECTION 11: REPRESENTATIONS, WARRANTIES AND COVENANTS....................................................22
11.1 Generator Representations, Warranties and Covenants....................................................22
11.2 Alabama Power Representations, Warranties and Covenants................................................22
11.3 Survival of Representations, Warranties and Covenants..................................................23
SECTION 12: COMPLIANCE WITH LAWS.........................................................................23
12.1 Compliance.............................................................................................23
12.2 Change of Law..........................................................................................23
12.3 Regulatory Filings.....................................................................................24
12.4 Taxes..................................................................................................24
SECTION 13: INSURANCE....................................................................................25
13.1 Generator's Insurance..................................................................................25
13.2 Notice and Certification...............................................................................26
14.1 Definition of Force Majeure Event......................................................................26
14.2 No Breach or Liability.................................................................................26
14.3 Suspension of Performance..............................................................................27
SECTION 15: OPERATING COMMITTEE..........................................................................27
15.1 Establishment of Committee.............................................................................27
15.2 Duties.................................................................................................27
SECTION 16: ASSIGNMENT...................................................................................28
16.1 Assignment by Generator................................................................................28
16.2 Assignment by Alabama Power............................................................................30
SECTION 17: MISCELLANEOUS................................................................................30
17.1 Alabama Power's Agent..................................................................................30
17.2 No Partnership.........................................................................................30
17.3 Successors and Assigns.................................................................................30
17.4 No Third Party Benefit.................................................................................30
17.5 No Affiliate Liability.................................................................................30
17.6 Time of Essence........................................................................................30
17.7 No Waiver..............................................................................................30
17.8 Amendments.............................................................................................31
17.9 Notice.................................................................................................31
17.10 Counterparts...........................................................................................32
17.11 Cross-References.......................................................................................32
17.12 Section Headings.......................................................................................32
17.13 Including..............................................................................................32
17.14 Governing Law..........................................................................................32
17.15 Merger.................................................................................................32
17.16 NERC...................................................................................................32
17.17 Good Utility Practices.................................................................................32
17.18 Safety.................................................................................................32
17.19 Confidential Information...............................................................................33
17.20 Cooperation............................................................................................33
17.21 Negotiated Agreement...................................................................................33
17.22 Subcontractors.........................................................................................33
17.23 EWG Status.............................................................................................34
APPENDIX A
APPENDIX B
APPENDIX C
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INTERCONNECTION AGREEMENT
This Interconnection Agreement ("Agreement") is made and entered into
on June 25, 2001 by and between Southern Power Company, organized and existing
under the laws of the State of Delaware and having its principal place of
business at Birmingham, Alabama (hereinafter referred to as the "Generator"),
and Alabama Power Company, a corporation organized and existing under the laws
of the State of Alabama and having its principal place of business at
Birmingham, Alabama (hereinafter referred to as "Alabama Power"). Generator and
Alabama Power may be hereinafter referred to individually as a "Party" and
collectively as the "Parties."
W I T N E S S E T H:
WHEREAS, Generator desires to engage in the interconnected operation of
Generator's generating facility with the transmission facilities of the Alabama
Power Electric System; and
WHEREAS, Generator desires to engage in sales of electric energy to be
generated by Generator's generating facility.
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the Parties covenant
and agree as follows:
SECTION 1: DEFINITIONS
1.1 In addition to the initially capitalized terms and phrases defined
in the preamble of this Agreement, the following initially capitalized terms and
phrases as and when used in this Agreement shall have the respective meanings
set forth below:
1.1.1 "Affiliate" - shall mean, with respect to any Party,
another Person (i) which, directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with,
such Party, (ii) which, directly or indirectly, of record or beneficially, owns
or holds 10% or more of the shares of any class of capital stock or other
ownership interest of such Party having voting power or (iii) of which 10% or
more of the shares of any of the capital stock or other ownership interest of
the Affiliate having voting power is owned or held, directly or indirectly, of
record or beneficially, by or for such Party. For purposes of this definition,
"control" when used with respect to any entity means the power to direct the
management and policies of such entity, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
1.1.2 "Alabama Power" - shall have the meaning ascribed to it
in the first paragraph of this Agreement, including any of its agents or
permitted successors and assigns.
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1.1.3 "Alabama Power Electric System" - means collectively,
the entire network of electric generation, transmission and distribution
facilities, equipment and other devices owned (in whole or in part) or
controlled by Alabama Power, for the purposes of generating, transmitting,
receiving, and distributing electric energy and capacity.
1.1.4 "Appendix" or "Appendices" - means any of the schedules,
exhibits and attachments, including the Interconnection Procedures, which are
appended hereto and are incorporated by reference herein and made a part of this
Agreement.
1.1.5 "Business Day" - means any Day excluding Saturday and
Sunday and excluding any Day on which banking institutions in Alabama are closed
because of a federal holiday.
1.1.6 "Day" or "Calendar Day" - means a calendar day unless
otherwise specified.
1.1.7 "Effective Date" - shall mean the date first
written above, or such other date as the FERC shall order.
1.1.8 "Emergency" - means a condition or situation associated
with the transmission and distribution of electricity, including voltage
abnormalities, that, in the sole reasonable judgment of Alabama Power, exercised
on a non-discriminatory basis as the transmission asset owner, adversely affects
or is imminently likely to adversely affect: (i) public health, life or
property; (ii) Alabama Power's employees, agents or property; or (iii) Alabama
Power's ability to maintain safe, adequate, and continuous electric service to
its customers and/or the customers of any member of NERC consistent with Good
Utility Practices; provided, however, that if there is no adverse condition
associated with distribution or transmission facilities, then the inability of
Alabama Power to meet its load requirements solely because of insufficient
generation resources shall not constitute an Emergency.
1.1.9 "Facility" - means all of Generator's equipment
(including the Generator's Interconnection Equipment), as described in Appendix
B of this Agreement, used to produce electric energy and required for parallel
operation with Alabama Power, which equipment is located in Autauga County,
Alabama and is connected to the Interconnection Point.
1.1.10 "FERC" - means the Federal Energy Regulatory
Commission and any successor.
1.1.11 "Force Majeure Event" - shall have the meaning ascribed
to it in Section 14.1.
1.1.12 "Generator" - shall have the meaning ascribed to it in
the first paragraph of this Agreement, and its agents or permitted successors
and assigns.
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1.1.13 "Generator's Interconnection Equipment" - means all
equipment which is owned, operated, or maintained by or for Generator as such is
described in Appendix B (including without limitation, equipment for connection,
switching, protective relaying and safety) that is required to be installed for
the delivery of electric energy onto the Alabama Power Electric System on behalf
of Generator. Generator's Interconnection Equipment does not include the
Interconnection Facilities.
1.1.14 "Good Utility Practices" - mean, at a particular time,
any of the practices, methods and acts engaged in or approved by a significant
portion of the electric utility industry prior to such time, 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(s) at a reasonable cost consistent
with good business practices, reliability, safety and expedition. Good Utility
Practices are not intended to be limited to the optimum practice, method or act
to the exclusion of all others, but rather to be a spectrum of possible
practices, methods or acts expected to accomplish the desired results, having
due regard for, among other things, manufacturers' warranties, Legal
Requirements, NERC and SERC guides, and applicable safety and maintenance codes.
1.1.15 "Governmental Authority" - means any local, state,
regional or federal administrative, legal, judicial or executive agency, court,
commission, department, taxing authority, or other authority thereof having
jurisdiction over either Party, the Facility, the Interconnection Facilities,
the Generator's Interconnection Equipment, or the Alabama Power Electric System,
whether acting under actual or assumed authority.
1.1.16 "Indenture Trustee" - means a trust company chartered
or other Person incorporated under the laws of the United States or a state of
the United States and based in the United States which is the indenture trustee,
mortgagee or secured party under any Indenture.
1.1.17 "Initial Synchronization Date" - means the date that
includes the first instant in time when energy generated by the Facility is
delivered to the Alabama Power Electric System at the Interconnection Point.
Such Initial Synchronization Date is projected in Appendix B.
1.1.18 "Interconnection Facilities" - means all equipment
which is constructed, owned, operated, or maintained by or for Alabama Power, as
such are generally identified and described in Appendix B, (including without
limitation, equipment for connection, switching, transmission, distribution,
protective relaying and safety) that, in Alabama Power's reasonable judgment, is
required to be installed for the delivery of electric energy onto the Alabama
Power Electric System on behalf of Generator and for the receipt by Generator of
electric service in accordance with Section 2.6 hereof.
1.1.19 "Interconnection Point" - means the point of
interconnection of Generator's Facility to the Alabama Power Electric System as
defined in the Specifications to this Agreement set forth in Appendix B.
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1.1.20 "Interconnection Procedures" - means the procedures for
interconnection and operations set forth in Appendix A.
1.1.21 "Interconnection Service" - means the services provided
by Alabama Power to Generator to safely and reliably interconnect Generator's
Facility to the Alabama Power Electric System and receive electric energy and
capacity from the Facility at the Interconnection Point pursuant to the terms of
this Agreement and, if applicable, the Tariff.
1.1.22 "Interest Rate" - means the prime rate of interest as
published from time to time in the Wall Street Journal or comparable successor
publication.
1.1.23 "kW" - means kilowatts. In addition, "MW" may be
used to mean megawatts, which are 1000 kilowatts.
1.1.24 "kWh" - means kilowatt-hours. In addition, "MWh" may be
used to mean megawatt-hours, which are 1000 kilowatt-hours.
1.1.25 "Legal Requirement" - means any law, code, statute,
regulation, rule, ordinance, treaty, judgment, injunction, order or other
legally binding announcement, directive, published practice or requirement
enacted, issued or promulgated by a Governmental Authority having jurisdiction
over the matter in question, which is valid and applicable to the matter in
question at the time of the Effective Date or anytime thereafter during the Term
of this Agreement.
1.1.26 "Lien" - means any and all liens, mortgages,
encumbrances, pledges, claims, leases, charges and security interests of any
kind.
1.1.27 "Month" - means a calendar Month, or such other period
as may be mutually agreed by the Parties. "Monthly" has a meaning correlative to
that of Month.
1.1.28 "Monthly Administration Charge" - for a particular
Month of the Term, means the Monthly amount to be paid by Generator to Alabama
Power as set forth in Section 9.
1.1.29 "NERC" - means the North American Electric Reliability
Council, including any successor thereto and subdivisions thereof.
1.1.30 "Party" or "Parties" - means either Alabama Power or
Generator or both.
1.1.31 "Permitted Financing Assignee" - shall have the
meaning ascribed to it in Section 16.1 hereof.
1.1.32 "Permitted Liens" - means:
(a) any Lien on this Agreement and/or Alabama Power's
rights, obligations, title or interest in, to and under this
Agreement pursuant to that certain Indenture from Alabama
Power to Chemical Bank & Trust Company, Trustee, dated as of
January 1, 1942, or pursuant to any other mortgage or security
agreement as heretofore and hereafter amended (the
"Indenture");
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(b) any Lien for taxes, assessments or other
governmental charges which are not delinquent or the validity
of which is being contested in good faith by appropriate
proceedings diligently prosecuted so long as appropriate
reserves are maintained in respect of such taxes, assessments
or charges; and
(c) attachments, judgments and other similar Liens
arising in connection with court proceedings, provided that
within sixty (60) Days of the attachment thereof (but not less
than five (5) Days prior to any execution or sale pursuant
thereto), the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are being
contested in good faith and by appropriate proceedings so long
as any material risk of liability is covered by a bond, or
appropriate reserves are maintained in respect of such
proceedings.
1.1.33 "Person" - means any individual, corporation, limited
liability company, partnership, joint venture, association, joint stock company,
trust, trustee(s) of a trust, unincorporated organization, or any federal,
state, county, municipal or regional governmental authority, agency, board,
body, instrumentality or court.
1.1.34 "Persons Indemnified" - means, when used with respect
to a Party, collectively or individually (as the context might indicate), the
Party, the Party's Affiliates and permitted successors and assigns, and the
directors, officers, representatives, agents and employees of each of them.
1.1.35 "Qualified Person" - shall mean any individual,
corporation, limited liability company, partnership, joint venture, association,
joint stock company, trust, trustee(s) of a trust, unincorporated organization,
or any federal, state, county, municipal or regional governmental authority,
agency, board, body, instrumentality or court who is an owner or operator of
transmission facilities, or belongs to a regional transmission organization.
1.1.36 "Quarter" - means for each year of the Term four
distinct time periods for planning and budgeting purposes comprised of January
through March, April through June, July through September, and October through
December. "Quarterly" has a meaning correlative to that of Quarter. In the event
that this Agreement becomes effective during any Quarter, the obligations herein
that arise on a Quarterly basis shall begin in the Quarter immediately following
the initial Effective Date of this Agreement.
1.1.37 "Quarterly Estimated Construction Cost" - shall have
the meaning set forth in Section 5.6.1.
1.1.38 "SERC" - means the Southeastern Electric Reliability
Council, including any successor thereto and subdivisions thereof.
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1.1.39 "Southern Companies" - means, collectively, the
electric utility operating company subsidiaries of Southern Company engaged in
common dispatch and control of generating resources within the Southern Company
Control Area, currently including Alabama Power Company, Alabama Power Company,
Gulf Power Company, Mississippi Power Company, Savannah Electric and Power
Company, and Southern Power Company.
1.1.40 "Southern Company Control Area" - means that electric
system of the Southern Companies that has been recognized by NERC and SERC as a
control area.
1.1.41 "Specifications" - mean the interconnection
specifications provided in Appendix B to this Agreement, which are attached
hereto and incorporated herein by reference.
1.1.42 "Tariff" - means Southern Companies Open Access
Transmission Tariff or a successor arrangement that governs transmission and
interconnection services on the transmission facilities of Alabama Power.
1.1.43 "Term" - means the duration of this Agreement as
specified in Section 3.1.
SECTION 2: INTERCONNECTION SERVICE
2.1 Service. Alabama Power shall supply Generator with Interconnection
Service at the Interconnection Point for the Facility in accordance with and for
the Term of this Agreement. Interconnection Service does not include
transmission delivery service beyond the Interconnection Point. Neither Alabama
Power nor any of its Affiliates shall have any obligation under this Agreement
to purchase any power from the Facility, it being the intent and understanding
of the Parties that Generator shall be responsible for its power sales to third
parties.
2.2 Facility. The Facility is located in Autauga County, Alabama.
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2.3 Permits. Generator shall obtain and maintain, at its sole expense,
any and all governmental permits, certificates or authorizations that Generator
is required to obtain and maintain for the performance of its obligations under
this Agreement. Alabama Power shall obtain and maintain any and all permits,
certificates or authorizations that are required for the construction,
operation, maintenance, and testing of the Interconnection Facilities, the
expense of which shall be paid by Generator in accordance with Section 5.
2.4 Easements and Access Rights.
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2.4.1 To the extent that Generator has any such rights,
Generator shall convey to Alabama Power at no cost to Alabama Power any and all
rights of way and easements, including adequate and continued access rights to
property of Generator necessary to provide Interconnection Service to Generator.
Generator agrees that such parcel, rights of way, and easements shall survive
termination or expiration of this Agreement, if and to the extent necessary for
the continued use or the removal of the Interconnection Facilities. Such
easements and access rights are specifically intended to permit Alabama Power to
install, operate, maintain, replace and/or remove the Interconnection
Facilities.
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2.4.2 Upon reasonable advance notice given to Generator,
representatives of Alabama Power (as the transmission asset owner) shall at all
reasonable times have access to the Generator's Interconnection Equipment and to
property owned or controlled by Generator to the extent necessary in order to:
(i) inspect, maintain, and test meters and other Alabama Power equipment; (ii)
interconnect, disconnect (in accordance with Section 3), monitor, or measure
energy generated by the Facility; (iii) inspect the operation, maintenance or
testing of the Generator's Interconnection Equipment; or (iv) take such other
action as may be reasonably necessary to exercise Alabama Power's rights under
this Agreement. Alabama Power shall take reasonable steps to ensure such access
does not materially interfere with the operations, maintenance or testing of the
Facility, and that Alabama Power's use of such property complies with Legal
Requirements with respect to the Facility as well as with Generator's reasonable
policies and procedures applicable to the Facility, including those regarding
safety. Generator shall cooperate in such physical inspections of the
Generator's Interconnection Equipment as may be reasonably required by Alabama
Power. Alabama Power's technical review and inspection of the Generator's
Interconnection Equipment shall not be construed as endorsing the design thereof
nor as any warranty of the safety, durability or reliability of the Facility.
2.4.3 To the extent that Alabama Power has any such rights,
Alabama Power agrees to furnish at no cost to Generator any necessary licenses
or other access rights to permit Generator to construct, connect, operate and
maintain its facilities located in Alabama Power's substation or to otherwise
fulfill its obligations under this Agreement. After the Interconnection
Facilities are energized, such access rights for Generator's facilities located
inside the substation shall be exercised by Generator only with supervision by
Alabama Power. Generator shall provide to Alabama Power reasonable notice under
the circumstances of a request for such supervised access to the substation, and
Alabama Power and Generator shall mutually agree upon the date and time of such
supervised access, such agreement not to be unreasonably withheld. In addition
to the aforementioned requirement, in exercising such access rights, Generator
shall not unreasonably disrupt or interfere with normal operations of Alabama
Power's business and shall act consistent with Good Utility Practice.
2.5 Interconnection Point. Alabama Power shall establish and
maintain the Interconnection Point, as described in Appendix B to this
Agreement.
2.6 Station Service Arrangements. Generator is responsible for making
all appropriate arrangements for station service requirements. Generator must
demonstrate, to Alabama Power's reasonable satisfaction, that it has adequate
arrangements in place to supply its station service requirements. If Generator
supplies its running station service on Generator's side of the Interconnection
Point, then energy consumed and demand requirements are deemed to be netted from
Generator's capability. In this same arrangement, starting station service
energy is also assumed to be netted out of energy delivered to the
Interconnection Point.
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2.7 Generator Balancing Service Arrangements. Generator is responsible
for ensuring that its actual generation matches its scheduled delivery, on an
integrated clock hour basis (in whole MW), to the Alabama Power Electric System
at the Interconnection Point. Generator shall make arrangements for the supply
of energy and/or capacity when there is a difference between the actual
generation and the scheduled delivery. Generator may satisfy its obligation for
making such generator balancing service arrangements by: (a) obtaining such
service from another entity that (i) has generating resources within the
Southern Company Control Area, (ii) agrees to assume responsibility for
providing generator balancing service to the Generator and (iii) has a control
area coordination services agreement with the Southern Companies that addresses
generator balancing service for all generating resources for which the entity is
responsible; (b) committing sufficient additional unscheduled generating
resources to the control of and dispatch by the Southern Company Control Area
that are capable of supplying any capacity and energy not supplied by the
scheduled resource and entering into a control area coordination services
agreement with the Southern Company Control Area operator that addresses
generator balancing service obligations; (c) entering into an arrangement with
another NERC-approved control area to dynamically schedule the Generator's
Facility out of the Southern Company Control Area and into such other control
area; (d) entering into a generator balancing service agreement with Southern
Companies pursuant to their Generator Balancing Service Tariff on file with
FERC; or (e) in the event the load/generation balancing function of the control
area in which Alabama Power is a participant is provided by an entity other than
Southern Companies, by entering into an alternate arrangement with such control
area service provider.
2.8 Interconnection Procedures. When the Facility is operated as part
of the Southern Company Control Area, Generator shall comply with the
Interconnection Procedures (Appendix A) for the Facility at all times. When the
Facility is not operated as part of the Southern Company Control Area, the
Operating Committee shall determine which (if any) of the Interconnection
Procedures are not applicable.
2.9 Interconnected Operation Services. Generator retains any
right it may have to pursue compensation for the provision of interconnected
operation services by making a filing with FERC. Alabama Power retains any
right it may have to support or oppose such filing.
2.10 Control Area Operations. Nothing in this Agreement shall
obligate Generator to operate the Facility as a part of the Southern Company
Control Area.
2.11 Inadvertent Flow. Generator is not a transmission provider; and
Alabama Power shall have no obligation under this Agreement to pay Generator any
charge for flows of electric power and/or energy through Generator's
Interconnection Equipment.
SECTION 3: TERM, TERMINATION AND DISCONNECTION
3.1 Term. This Agreement shall become effective on the Effective Date
and shall continue in effect for a period of forty (40) years from the initial
Effective Date unless terminated earlier by mutual written agreement of the
Parties or otherwise pursuant to the provisions of this Agreement subject to any
applicable Legal Requirement, and shall continue thereafter until terminated by
either Party on at least one (1) year's notice.
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3.2 Default.
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3.2.1 A Party shall be in "Default" under this Agreement, if:
(i) the Party fails to comply with any material term or condition of this
Agreement; (ii) any material representation or warranty of the Party made
pursuant to this Agreement shall prove to be false or misleading in any material
respect when made or deemed made; or (iii) in the case of Generator, Generator
makes an assignment for the benefit of Generator's creditors, or voluntary or
involuntary proceedings in bankruptcy are instituted seeking to adjudge
Generator a bankrupt, or if Generator be adjudged a bankrupt, or if Generator's
affairs are placed in the hands of any court for administration.
3.2.2 This Agreement may be terminated by either Party, upon
written notice, if the other Party is in Default hereunder and such Party (or
its Permitted Financing Assignee) has not cured such breach within thirty (30)
Days following written notice of such breach to the other Party. Provided,
however, that in the event the Default is not capable of being cured within
thirty (30) Days, the Agreement shall not be terminated if the Party in Default
(or its Permitted Financing Assignee) has begun in good faith taking actions to
cure within thirty (30) Days following such written notice and diligently
proceeds to completion.
3.2.3 In the event of a Default by either Party and subject to
that Party's right to cure, the non-defaulting Party may pursue any and all
judicial and administrative remedies and relief available to it.
3.3 Permanent Disconnection. Upon termination of this Agreement
(whether due to the expiration of the Term or due to a Default as described in
Section 3.2), Alabama Power may permanently disconnect the Facility from the
Alabama Power Electric System in accordance with Good Utility Practices.
3.4 Temporary Disconnection.
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3.4.1. Alabama Power (as transmission asset owner) may,
consistent with Good Utility Practice and on a non-discriminatory basis, direct
that the Facility be temporarily disconnected from the Alabama Power Electric
System: (i) during an Emergency; (ii) if the operation and output of the
Facility do not meet the requirements of this Agreement (even if Generator has
commenced actions to cure such Default) and such condition could materially
adversely affect the safe and reliable operation of the Alabama Power Electric
System; (iii) if an inspection of the Facility reveals a hazardous condition,
lack of scheduled maintenance or testing, or an operating characteristic of the
Facility that could materially adversely affect the safe and reliable operation
of the Alabama Power Electric System; (iv) if Generator has modified the
Facility or interconnection protective devices in a manner that could reasonably
be expected to materially adversely affect the safe and reliable operation of
the Alabama Power Electric System without the knowledge and approval of Alabama
Power; (v) in the event of tampering with, or unauthorized use of, Alabama
Power's equipment; (vi) if the operation of Generator's equipment materially
adversely affects Alabama Power's equipment or the safe and reliable operation
9
of the Alabama Power Electric System; or (vii) if necessary to construct,
install, maintain, repair, replace, remove, investigate, inspect or test any
part of the Interconnection Facilities or the transmission facilities of Alabama
Power, in accordance with Section 15.2.4.
3.4.2 In the event of the occurrence of any of the conditions
described in Section 3.4.1, Alabama Power shall give as much advance notice as
practicable under the circumstances of the need for disconnection of the
Facility to employees of Generator designated from time to time by Generator to
receive such notice. Upon receipt of notice directing disconnection, Generator
shall carry out the required action. Where circumstances do not permit such
advance notice to Generator or Generator's employees, Alabama Power may
disconnect the Facility from the Alabama Power Electric System without such
notice in accordance with Good Utility Practices. Alabama Power shall reconnect
the Facility as soon as reasonably practicable following the cessation or remedy
of the event that led to the temporary disconnection. The Parties agree to
cooperate and coordinate with each other to the extent necessary in order to
restore the Facility, Interconnection Facilities, and the Alabama Power Electric
System to their normal operating state.
3.4.3 Generator shall bear any direct cost incurred by Alabama
Power as a result of any disconnection or reconnection caused by Generator's
negligence, intentional wrongdoing, or breach of this Agreement, whether by
affirmative act or omission of Generator. Alabama Power shall bear any direct
cost incurred by Generator as a result of any disconnection or reconnection
caused by Alabama Power's negligence, intentional wrongdoing, or breach of this
Agreement, whether by affirmative act or omission of Alabama Power.
3.4.4 Generator reserves the right, in its sole discretion, to
isolate or disconnect its Facility from the Alabama Power Electric System.
3.5 Survival of Rights. Upon termination or expiration of this
Agreement, the Parties shall be relieved of their obligations under this
Agreement except for the following obligations which shall survive termination
or expiration: (i) the obligation to pay each other all amounts then owed and
not paid under this Agreement; (ii) obligations arising from action or inaction
during the period the Agreement was in effect under the indemnities provided for
in this Agreement; and (iii) any other obligations which the Agreement
specifically indicates shall survive termination or expiration.
SECTION 4: OPERATION AND MAINTENANCE OF GENERATOR'S FACILITY
4.1 General Standards. During the Term, Generator shall have the sole
responsibility to, and at its sole expense shall manage, control, operate and
maintain the Facility in accordance with Good Utility Practices and the
requirements set forth in this Agreement. Generator shall operate its generating
equipment in parallel with the Alabama Power Electric System in accordance with
the operating procedures in Appendix A to this Agreement and those established
by the Operating Committee in accordance with Section 15 and in accordance with
the requirements of the NERC-recognized control area in which the Facility
operates. All wiring, apparatus and other equipment necessary to receive or
deliver electric energy on Generator's side of the Interconnection Point shall
be supplied, maintained and operated by and at the expense of Generator.
10
4.2 Maintenance and Operation. Generator shall maintain and operate the
Facility in accordance with Good Utility Practices. Generator shall not, without
Alabama Power's prior written approval (which shall not be unreasonably withheld
or delayed), make any change to its Facility which might adversely affect the
operation of the Alabama Power Electric System.
SECTION 5: INTERCONNECTION FACILITIES
5.1 Interconnection Facilities.
--------------------------
5.1.1 Alabama Power shall design, procure, install, and own
the Interconnection Facilities needed for Alabama Power to provide
Interconnection Service to Generator. Alabama Power shall be responsible for
acquiring all necessary real property rights, easements, licenses, and rights of
way and for determining the need for, and the design, construction,
installation, operation, maintenance and testing of any equipment that may be
required for Interconnection Service in a manner consistent with Good Utility
Practices, the Interconnection Procedures and the requirements set forth in this
Agreement. All Interconnection Facilities shall be and remain the property of
Alabama Power. Alabama Power's obligations hereunder are dependent upon its
securing and retaining the necessary rights, easements, privileges, franchises,
permits and equipment for meeting such obligations; provided, however, that
Alabama Power shall exercise reasonable efforts to secure and retain for the
Term of this Agreement those rights, easements, privileges, franchises, permits
and equipment.
5.1.2 Following commencement of commercial operation of the
Facility and throughout the Term, Alabama Power shall be responsible for
determining the need for, and the design, construction, installation, operation,
maintenance and testing of any equipment that may be required for
Interconnection Service in a manner consistent with Good Utility Practices, the
Interconnection Procedures and the requirements set forth in this Agreement.
5.2 Costs of Interconnection Facilities. To the extent consistent with
FERC policy, Generator shall be responsible for, and shall reimburse Alabama
Power for, all costs and expenses reasonably incurred by or on behalf of Alabama
Power in connection with the planning, design, construction, installation,
testing, inspection, ownership, operation and maintenance of all or any part of
the Interconnection Facilities during the Term of this Agreement.
5.3 Additional Interconnectors. In the instance where an entity other
than Generator seeks to be the first additional Person to interconnect to the
Alabama Power Electric System through the Interconnection Facilities that have
been paid for by Generator (such other Person is referred to as the "Additional
Interconnector") and where the Additional Interconnector seeks to interconnect
for any purpose other than for Alabama Power to make a network upgrade, then
Alabama Power agrees that the Additional Interconnector shall be charged a pro
rata share of the cost of its interconnection, as defined hereafter. For
purposes of this subparagraph, the Additional Interconnector's pro rata share of
its cost of interconnection shall be the sum of the incremental cost of
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physically interconnecting the Additional Interconnector to the Interconnection
Facilities and the original cost of the Interconnection Facilities paid by
Generator, including the price of the land provided by Generator (the sum of the
incremental cost and the original cost hereafter referred to as "Combined Cost
of Interconnection") and then dividing the Combined Cost of Interconnection by
two (2) in order to determine both Generator's and the Additional
Interconnector's "Pro Rata Share of the Combined Cost of Interconnection."
Alabama Power shall then pay to Generator, or have the Additional Interconnector
pay to Generator, the difference between the original cost of the
Interconnection Facilities paid by Generator and Generator's Pro Rata Share of
the Combined Cost of Interconnection; provided, however, that no such payment
shall be required if it would result in the Generator bearing less than its Pro
Rata Share of the Combined Cost of Interconnection. In the event that Persons
additional and subsequent to the Additional Interconnector seek to interconnect
to the Alabama Power Electric System through the Interconnection Facilities that
have been paid for by Generator (such additional interconnectors referred to as
"Subsequent Additional Interconnectors") and where the Subsequent Additional
Interconnectors seek to interconnect for any purpose other than for Alabama
Power to make a network upgrade, then Alabama Power agrees that the Subsequent
Additional Interconnectors shall be charged a pro rata share of the cost of
their respective interconnection, such cost to be determined in accordance with
the methodology described above, and Alabama Power agrees further that in such
event it shall pay, or have such Subsequent Additional Interconnectors pay to
Generator and Additional Interconnector, reimbursement calculated based on the
method described above, taking into account Generator's Pro Rata Share of the
Combined Cost of Interconnection. Except in accordance with the cost sharing
methodology set forth herein, Generator shall not be responsible for the costs
of any modifications of the Interconnection Facilities that are not caused by
the Generator. In no event shall Generator be obligated to pay any increased
amount as a result of any Additional Interconnector or Subsequent Additional
Interconnector. To the extent that all interconnectors do not have comparable
interconnection points, the Combined Cost of Interconnection shall be adjusted
appropriately.
5.4 Payment of Cost of On-Going Maintenance and Operation of the
Interconnection Facilities
5.4.1 Alabama Power shall operate and maintain the
Interconnection Facilities in accordance with Good Utility Practices and in a
non-discriminatory manner.
5.4.2 Alabama Power shall develop an estimate of all costs and
expenses to be paid by Generator for the operation and maintenance of the
Interconnection Facilities on an annual basis and provide the annual estimate to
Generator at least eight (8) weeks before December 31 of each year. In the case
of Additional Interconnectors or Subsequent Additional Interconnectors,
Generator shall be responsible for up to its pro rata share, calculated in
accordance with Section 5.3, of the costs of operation and maintenance of the
Interconnection Facilities. Generator shall pay one-twelfth (1/12) of such
estimated costs each Month in accordance with Section 10. In addition, Generator
shall pay its pro rata share of all costs reasonably incurred by Alabama Power
(excluding any such costs reimbursed to Alabama Power through insurance
proceeds) to repair and restore the Interconnection Facilities caused by any
Force Majeure Event upon receipt of an invoice in accordance with Section 10.
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5.4.3 Alabama Power shall true-up this estimate to Alabama
Power's actual costs and expenses within a reasonable period of time after such
actual costs and expenses are known but not less often than annually. In the
event that the actual costs and expenses to be paid by Generator under this
Section 5.4 are more or less than Alabama Power's initial estimate, the
difference (either a credit or an additional charge) shall be reflected on a
subsequent invoice.
5.5 Care of Equipment. Generator shall exercise care in accordance with
Good Utility Practices to protect the Interconnection Facilities located on
Generator's premises, and agrees to pay the cost of repairs or replacement in
the event of loss or damage to the Interconnection Facilities arising from the
failure of Generator to properly protect those Interconnection Facilities in
accordance with Good Utility Practices.
5.6 Payment of the Cost of the Interconnection Facilities
-----------------------------------------------------
5.6.1 Generator shall pay Alabama Power in advance for the
costs incurred related to the installation and construction of the
Interconnection Facilities. Alabama Power shall develop a quarterly payment
schedule that shall be based upon (i) the estimated costs to be incurred by
Alabama Power in the installation and construction of the Interconnection
Facilities, and (ii) the time periods that Alabama Power estimates that such
costs will be incurred by Alabama Power ("Quarterly Estimated Construction
Costs"). A current estimate of the Quarterly Estimated Construction Costs and
the projected payment schedule are attached as Appendix C. Alabama Power may
revise the schedule from time to time to more accurately reflect more current
estimates of costs and/or to incorporate any needed true-up of estimated costs
to actual costs. Alabama Power shall obtain authorization to proceed prior to
proceeding with planning, construction, installation or testing of the
Interconnection Facilities. Generator shall pay such estimated costs as
specified in the payment schedule in accordance with Section 10. Generator shall
have the right to approve any deviation in the scope of the work if such
deviation would result in an estimated increase of ten percent (10%) or more
over the estimated costs. In no event shall Alabama Power collect from Generator
any estimated payment for any costs unless Alabama Power reasonably expects to
actually incur such costs during the forthcoming Quarter.
5.6.2 During the construction of the Interconnection
Facilities, Alabama Power shall true-up the estimated payments to Alabama
Power's actual costs and expenses within a reasonable period of time after such
actual costs and expenses are known but not less often than annually. In the
event that the actual costs and expenses to be paid by Generator are more or
less than Alabama Power's estimate, the difference (either a credit or
additional charge) shall be reflected on a subsequent invoice. Alabama Power
shall issue a final cost report within one hundred twenty (120) Days of the
Facility's commercial operation date. The final report shall set forth in
reasonable detail the actual costs of the Interconnection Facilities and shall
true-up the estimated payments to actual costs. To the extent that the final,
actual costs that are Generator's cost responsibility under this Agreement
exceed the estimated costs already paid by Generator, Alabama Power shall
invoice Generator in accordance with Section 10.1. To the extent that the
estimated costs already paid by Generator exceed the final, actual costs that
are Generator's cost responsibility under this Agreement, Alabama Power shall
refund to Generator an amount equal to the difference within twenty (20) Days of
the issuance of the final cost report.
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5.6.3 Alabama Power shall inform Generator on a monthly basis,
and at such other times as Generator reasonably requests, of the status of the
construction and installation of the Interconnection Facilities, including, but
not limited to, the following information: progress to date; a description of
scheduled activities for the next period; the delivery status of all equipment
ordered; and the identification of any event which Alabama Power reasonably
expects may delay construction of, or increase the cost of, the Interconnection
Facilities.
5.6.4 Generator reserves the right, upon written notice to
Alabama Power, to suspend at any time all work by Alabama Power associated with
the construction and installation of the Interconnection Facilities. In such
event, Generator shall be responsible for the costs which Alabama Power (i) has
incurred prior to the suspension to the extent such costs previously were
authorized by Generator and (ii) reasonably incurs in suspending such work,
including without limitation, the costs incurred to ensure the safety of persons
and property and the integrity of the Alabama Power Electric System and the
costs incurred in connection with the cancellation of material and labor
contracts, provided such cancellation has been authorized by Generator. Alabama
Power will invoice Generator pursuant to Section 10.1 and agrees to use
reasonable efforts to minimize its costs. If, after such suspension, Generator
does not provide Alabama Power with written notice to proceed within three
hundred sixty-five (365) Days after the notice of suspension, this Agreement
shall be deemed terminated. If this Agreement is deemed terminated, Generator
shall be responsible for costs reasonably incurred in winding up such work and
the costs incurred in connection with the cancellation of material and labor
contracts, to the extent to which Generator has not already reimbursed Alabama
Power for such costs. Any non-returnable equipment that has not already been
installed by Alabama Power shall become the property of Generator "as is" upon
payment of Alabama Power's costs.
SECTION 6: LIABILITY AND INDEMNIFICATION
6.1 Remedies for Breach. Subject to Section 6.2, either Party shall be
liable to the other for any loss resulting directly from any breach of this
Agreement and which at the time of the breach was a reasonable foreseeable
consequence of such breach.
6.2 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, NEITHER PARTY NOR ITS PERSONS INDEMNIFIED SHALL BE LIABLE TO THE
OTHER PARTY OR ITS PERSONS INDEMNIFIED FOR ANY CLAIMS, SUITS, ACTIONS OR CAUSES
OF ACTION FOR INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, DAMAGES IN THE CHARACTER OF LOSS OF PROFITS OR
REVENUES, DAMAGES SUFFERED BY GENERATOR'S OR ALABAMA POWER'S CUSTOMERS DUE TO
SERVICE INTERRUPTIONS, OR COST OF CAPITAL) CONNECTED WITH, RELATING TO, OR
ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES
WHICH ARE BASED UPON CAUSES OF ACTION FOR BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY OR
OTHERWISE. THE PROVISIONS OF THIS SECTION 6.2 SHALL APPLY REGARDLESS OF FAULT
AND SHALL SURVIVE TERMINATION, CANCELLATION, SUSPENSION, COMPLETION, OR
EXPIRATION OF THIS AGREEMENT.
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6.3 No Liability for Other Party's Responsibilities. Neither Party nor
its Persons Indemnified assumes any obligation or responsibility of any kind
with respect to the other Party's equipment, including, without limitation,
obligation or responsibility with respect to the condition or operation of said
equipment, except for Generator's obligations and responsibilities hereunder for
the Interconnection Facilities. Neither Party nor its Persons Indemnified shall
be responsible for the transmission, distribution or control of electrical
energy on the other Party's side of the Interconnection Point.
6.4 Responsibility for Property. Each Party shall be responsible for
all physical damage to or destruction of, or any personal injury or death
associated with, the property, equipment and/or facilities owned by it and
located on its premises, regardless of who brings the claim and regardless of
who caused the damage, and shall not seek recovery or reimbursement from the
other Party or its Persons Indemnified for such damage, except in cases of
breach of this Agreement or the sole negligence or intentional wrongdoing by the
other Party or its Persons Indemnified. Without limiting the generality of the
foregoing, neither Party nor its Persons Indemnified shall be liable for damages
or injury arising out of or resulting from the simple failure (i.e., failure of
a device not caused by breach of contract, negligence or intentional wrongful
act) of protective devices (e.g., circuit breakers). For purposes of this
Section, a breach of this Agreement by Alabama Power shall be limited to a
failure by it to comply with its obligations under this Agreement regarding the
installation, operation and maintenance of the Interconnection Facilities.
6.5 Indemnification.
---------------
6.5.1 Generator shall at all times indemnify, defend, and hold
harmless Alabama Power and its Persons Indemnified from and against any and all
damages, losses, claims, including claims and actions involving injury to or
death of any person or damage to property, demands, suits, recoveries, costs and
expenses, court cost, attorney fees, and all other obligations, arising out of
or resulting from (i) the Generator's breach of its obligations under this
Agreement or intentional wrongful act, or (ii) misuse, damage to or destruction
of Alabama Power's property properly located, pursuant to this Agreement, on
premises owned, leased or controlled by Generator, except in cases of sole
negligence or intentional wrongdoing by Alabama Power or its Persons
Indemnified, or (iii) activities on Generator's property, except, in each case,
in the case of sole negligence or intentional wrongdoing by Alabama Power or its
Persons Indemnified.
6.5.2 Alabama Power shall at all times indemnify, defend, and
hold harmless Generator and its Persons Indemnified from and against any and all
damages, losses, claims, including claims and actions involving injury to or
death of any person or damage to property, demands, suits, recoveries, costs and
expenses, court cost, attorney fees, and all other obligations, arising out of
or resulting from (i) Alabama Power's breach of its obligations under this
Agreement or intentional wrongful act, or (ii) misuse, damage to or destruction
15
of Generator's property properly located, pursuant to this Agreement, on
premises owned, leased, or controlled by Alabama Power, except in cases of sole
negligence or intentional wrongdoing by the Generator or its Persons
Indemnified, or (iii) activities on Alabama Power's property relating to the
installation, operation and maintenance of the Interconnection Facilities,
except in each case, in the case of sole negligence or intentional wrongdoing by
Generator or its Persons Indemnified.
SECTION 7: METERING, DATA ACQUISITION, AND
RELATED PROTECTION EQUIPMENT
7.1 Metering.
--------
7.1.1 Generator shall be responsible for the purchase,
installation, operation, maintenance, repair and replacement of all metering
equipment necessary to provide information regarding power flow and voltage
conditions at the Interconnection Point; provided, however, that Alabama Power
shall operate, maintain, repair and replace any meters located on the
Interconnection Facilities, the costs of such activities to be paid by Generator
consistent with its payment of expenses under Section 5.4. All metering
equipment of Generator shall conform to Good Utility Practices. Prior to its
installation, Alabama Power and Generator shall review the metering equipment to
ensure conformance with Good Utility Practices and Generator shall maintain the
metering equipment in conformance with Good Utility Practices throughout the
Term. The metering equipment described herein does not include station service
metering equipment.
7.1.2 Electric capacity and energy received by the Alabama
Power Electric System from Generator shall be measured by meters installed at
the Interconnection Point. If and to the extent Generator's meters are not
physically located at the Interconnection Point, the metered amount of energy
shall be adjusted for losses as mutually agreed from the point of metering to
the Interconnection Point in accordance with Good Utility Practices. Any Party
performing such a study to determine the loss adjustment shall provide a copy to
the other Party.
7.1.3 Generator shall provide, as required by Good Utility
Practices and requested by Alabama Power, real-time telemetered load signals of
its energy delivered to the Interconnection Point. Generator shall also read the
meters owned by it and shall furnish to Alabama Power all meter readings and
other information reasonably required for operations and for billing purposes
under this Agreement. Such information shall remain available to Alabama Power
for one (1) year or such longer period as may be required by any Legal
Requirement.
7.1.4 The Parties agree that the meter readings provided by
the Generator to Alabama Power, under normal circumstances, shall be used as the
official measurement between the Parties of the amount of capacity and energy
delivered from the Facility to the Interconnection Point.
7.1.5 Any time during the Term and after initial acceptance of
the accuracy of Generator's telemetered information, if telemetered information
is unavailable to Alabama Power, for any reason, the Generator shall provide
integrated hourly meter readings to Alabama Power each hour until telemetry is
returned to service in conformance with Good Utility Practices and Section
7.1.2.
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7.2 Data Acquisition and Protection Equipment.
-----------------------------------------
7.2.1 Generator shall be responsible for the purchase,
installation, operation, maintenance, repair and replacement of all data
acquisition equipment, protection equipment, and any other associated equipment
and software, which may be reasonably required at any time during the Term by
either Party for Generator to operate its facilities in parallel with Alabama
Power. Such equipment shall conform to Good Utility Practices. Prior to its
installation, Alabama Power and Generator shall review the equipment and
software required by this Section 7 to ensure conformance with Good Utility
Practices.
7.2.2 The selection of real time telemetry and data to be
received by Alabama Power and Generator shall be at the reasonable discretion of
Alabama Power, as deemed by Alabama Power necessary for reliability, security,
revenue metering, and/or monitoring of the Facility's operations in conformance
with Good Utility Practices. This telemetry includes, but is not limited to,
voltages, generator output (MW, MVAR, and MWh) at the Interconnection Point and
breaker status. Alabama Power shall provide to Generator real time telemetry of
Alabama Power's breaker status. To the extent telemetry is required, Generator
shall, at its own expense, install any telemetering equipment, data acquisition
equipment, or other equipment and software necessary at the Facility for the
telemetry of information to Alabama Power.
7.2.3 Generator shall be responsible for the reasonable cost
that Alabama Power incurs in making any computer modifications or changes to
Alabama Power's facilities or equipment necessary to implement this Section 7.
7.3 Payment of Cost of Metering, Data Acquisition, and Related
Protection Equipment.
7.3.1 Prior to the commencement of Interconnection Service
under this Agreement, Alabama Power shall develop and provide Generator an
estimate of all costs and expenses that may be incurred by Alabama Power in
connection with the installation of equipment and software under Sections 7.1
and 7.2. Alabama Power shall obtain Generator's consent thereto prior to
proceeding with activities in connection with Sections 7.1 and 7.2. Generator
shall pay such estimated costs in accordance with Section 10.
7.3.2 Alabama Power shall true-up this estimate to Alabama
Power's actual costs and expenses within a reasonable period of time after such
actual costs and expenses are known but not less often than annually. In the
event that the actual costs and expenses to be paid by Generator to Alabama
Power under Section 7.1 and 7.2 are more or less than Alabama Power's initial
estimate, the difference (either a credit or an additional charge) shall be
reflected on a subsequent invoice.
7.4 Care of Equipment. Generator shall exercise care in accordance with
Good Utility Practices to protect all equipment of Alabama Power located on
Generator's premises, and agrees to pay the cost of repairs or replacement in
the event of loss or damage to such equipment arising from the failure of
Generator to properly protect such equipment in accordance with Good Utility
Practices.
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7.5 Inspection and Testing.
----------------------
7.5.1 Meters, data acquisition, and related protection
equipment at Generator's Interconnection Point shall be tested at least
biennially by Generator in accordance with the provisions for meter testing as
established in American National Standard Institute Code for Electricity
Metering (ANSI) Standard C12.16 for Solid State Electricity Meters, as the same
may be updated from time to time. Representatives of each Party shall be
afforded an opportunity to witness such tests.
7.5.2 Generator shall, upon the reasonable request of Alabama
Power, test its meters and data acquisition equipment at the Interconnection
Point used for determining the receipt or delivery of capacity and energy by
Alabama Power. In the event a test shows such equipment to be inaccurate,
Generator shall make any necessary adjustments, repairs or replacements thereon.
7.6 Inaccuracies. If the metering fails to register, or if the
measurement made by a metering device is found upon testing to vary by more than
one percent (1.0%) from the measurement made by the standard meter used in the
test, an adjustment shall be made correcting all measurements of energy made by
the metering during (i) the actual period when inaccurate measurements were made
by the metering, if that period can be determined to the mutual satisfaction of
the Parties, or (ii) if the actual period cannot be determined to the mutual
satisfaction of the Parties, one-half of the period from the date of the last
test of the metering to the date such failure is discovered or such test is made
(such period herein the "Adjustment Period"). If the Parties are unable to agree
on the amount of the adjustment to be applied to the Adjustment Period, the
amount of the adjustment shall be determined (a) by correcting the error if the
percentage of error is ascertainable by calibration, tests or mathematical
calculation, or (b) if not so ascertainable, by estimating on the basis of
deliveries under similar conditions during the period since the last test. In
the event Generator's metering equipment is found to be insufficiently reliable
and/or inaccurate during any consecutive three (3) Month period, Alabama Power
shall have the right to install suitable metering equipment at the
Interconnection Point for the purpose of checking the meters installed by
Generator, and Generator shall pay all costs related to such metering equipment.
SECTION 8: INITIAL SYNCHRONIZATION AND FACILITY TESTING
8.1 Facility Evaluation Based on Actual Equipment Data. Generator
agrees to provide updated application data ("actual equipment data") to Alabama
Power that reflects information provided by equipment manufacturers for the
actual equipment purchased by Generator for this Facility, as soon as it is
available, but not later than ninety (90) Days prior to Initial Synchronization
Date. Alabama Power agrees to review the actual equipment data to identify any
adverse impacts to Alabama Power's Electric System caused by any material change
18
in the Facility's operation and performance specifications that were not
reasonably identifiable in studies performed using Generator's application data
as initially provided. In the event any such adverse impacts are identified,
Generator is responsible for modifying its equipment to eliminate such
identified adverse impacts.
8.2 Implementation of Control and Operating Procedures. At least
forty-five (45) Days prior to the Initial Synchronization Date, Generator and
Alabama Power will: (a) jointly review the Control and Operating Procedures as
developed by the Operating Committee, under Section 15 of this Agreement; (b)
develop a training schedule for Facility and Alabama Power personnel under the
Control and Operating Procedures; and (c) install and verify that communication
links are complete for: (i) data telemetry, (ii) voice communications between
Generator's Facility and Alabama Power's Transmission System control centers,
and (iii) the transmittal of Facility and transmission system information on the
Southern Company Generator Information Network.
8.3 Facility Inspection. Consistent with Good Utility Practices and
unless otherwise agreed to by the Parties, all Interconnection Facilities shall
be complete prior to the initial synchronization of the Facility with the
Alabama Power Electric System. Within fifteen (15) Days after written notice is
given to Alabama Power by Generator, an inspection shall be performed by Alabama
Power to insure the proper installation and operation of the interconnection
protective devices. The inspection shall include, without limitation,
verification: (a) that the installation of Generator's equipment at the Facility
is in accordance with the interconnection study; and (b) of proper voltage and
phase rotation.
8.4 Initial Synchronization. Upon completion of the actions and reviews
required under Sections 8.1, 8.2, and 8.3, Generator may request approval for
initial synchronization of the Facility with the Alabama Power Electric System.
Such request for approval shall be made no less than seven (7) Calendar Days in
advance of the date which the Generator proposes for the Initial Synchronization
Date. Initial synchronization shall not occur without the prior documented
approval of Alabama Power, and such approval shall not be unreasonably withheld.
Representatives of Alabama Power shall have the right to be present during the
initial synchronization and facility testing. The activities under this Section
8, including without limitation, facility inspection, evaluation of actual
equipment data, personnel training, use of Southern Company Generator
Information Network, or the granting of approval to Generator for operation of
the Facility in parallel with the Alabama Power Electric System shall not serve
to relieve Generator of liability for injury, death or damage attributable to
the negligence of Generator, and Alabama Power shall not be responsible as a
result of such activities.
8.5 Review of Synchronization Tests. No less than forty-five (45) Days
prior to the commercial operation date of the Facility, Generator shall provide
Alabama Power copies of all applicable excitation system field test results
(including chart recordings and actual data points in electronic form) and field
settings, including (if applicable) Power System Stabilizer test results and
settings in a format that conforms to the models previously submitted with the
original application data. These tests include but are not limited to excitation
system open circuit step in voltage tests, and (if applicable) Power System
Stabilizer gain margin and phase compensation tests. Excitation system open
19
circuit step in voltage test response chart recordings shall be provided showing
generator terminal voltage, field voltage, and field current (exciter field
voltage and current for brushless excitation systems) with sufficient resolution
such that the change in voltages and currents are clearly distinguishable. The
excitation system open circuit step in voltage test data points corresponding to
the chart recordings should also be submitted in electronic form. Alabama Power
may require that Generator perform more detailed tests if there are significant
differences between the excitation system open circuit step in voltage test
response and the step response predicted through dynamic simulation of model
data. Any problems identified as a result of changes from application data to
actual field settings of the excitation system including (if applicable) Power
System Stabilizers must be addressed and resolved as soon as practicable by the
Generator in order for the Generator to continue to deliver power to the
Interconnection Point.
SECTION 9: ADMINISTRATION CHARGE
Generator shall pay Alabama Power a Monthly Administration Charge of
$5,000 per Month for all costs and expenses incurred by Alabama Power during
such Month in connection with: (i) Alabama Power's administration of this
Agreement; (ii) any taxes, assessments or other impositions for which Alabama
Power may be liable as a result of any activity undertaken pursuant to this
Agreement; (iii) reading meters; and (iv) accounting for capacity and energy
flowing into or out of Generator's Facility. Alabama Power may revise the amount
of the Monthly Administration Charge on an annual basis by making a filing in
accordance with Section 12.3.
SECTION 10: PAYMENT PROCEDURE
10.1 Billing. Bills shall be issued to Generator in accordance
with the following procedures:
10.1.1 Alabama Power shall issue a Quarterly invoice to
Generator for the Quarterly Estimated Construction Costs.
10.1.2 Alabama Power shall issue a Monthly invoice to
Generator for the estimated operation and maintenance charge, administrative
charge, and other charges/credits determined pursuant to this Agreement as soon
as practicable following the close of each Month.
10.1.3 All amounts owing to Alabama Power from Generator shall
be due and payable in immediately available funds through wire transfer of funds
or other means acceptable to Alabama Power within twenty (20) Calendar Days
after the date of Alabama Power's invoice.
10.2 Failure to Timely Pay. If Generator fails to pay the amount billed
by Alabama Power within twenty (20) Calendar Days after the date of Alabama
Power's invoice (and such amount is not disputed in accordance with Section
10.6), Alabama Power may, at any time thereafter upon five (5) Business Days
written notice, draw upon the letter of credit (or other form of security) of
Generator to obtain payment for such invoice, as well as reasonable costs
incurred to exercise its rights under this Section. In addition, Alabama Power
may, at its option, treat such non-payment as a Default of this Agreement under
Section 3.2 hereof.
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10.3 Interest. Any amount due and payable from Generator to Alabama
Power pursuant to this Agreement that is not received by the due date shall
accrue interest from the due date at the Interest Rate.
10.4 Creditworthiness. Generator shall provide and maintain in effect
during the Term of this Agreement an unconditional and irrevocable letter of
credit (or other form of security reasonably acceptable to Alabama Power,
including an appropriate parent security) as security to meet its
responsibilities and obligations under this Agreement. The unconditional and
irrevocable letter of credit (or other form of security reasonably acceptable to
Alabama Power) shall be in the amount of $4,200,000 in immediately available
funds through wire transfer of funds or other means acceptable to Alabama Power
for activities arising prior to commercial operation of the Facility and in the
amount of $175,000 for activities arising from the date of commercial operation
of the Facility. Alabama Power shall be entitled to draw upon such letter of
credit for amounts due it under this Agreement if not paid when due in
accordance with Section 10.1 and not disputed in accordance with Section 10.6.
10.5 Audit Rights. Either Party shall have the right, during normal
business hours, and upon prior reasonable notice to the other Party to audit
each other's accounts and records pertaining to either Party's performance
and/or satisfaction of obligations arising under this Agreement within one (1)
year from the date of such performance or satisfaction of such obligation,
including specifically, but not limited to, delivery of the final cost report as
provided in Section 5.6.2. Said audit 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 specifically relate to obligations under this
Agreement. To the extent such accounts and records contain confidential
information, the Parties agree to maintain the confidentiality of such
information consistent with Section 17.19 hereof. In the event an audit reveals
an improper assignment or allocation of costs or an error in billing, the
Parties will make appropriate adjustments (either refunds or additional
payments), with interest, within thirty (30) Days.
10.6 Disputed Bills. In the event of a billing dispute between
Generator and Alabama Power, Alabama Power shall not terminate this Agreement,
draw on the letter of credit for any disputed amounts, nor disconnect the
Facility for failure to pay the disputed amount if Generator (i) continues to
make all payments not in dispute and (ii), if requested by Alabama Power, pays
into an independent escrow account the portion of the invoice in dispute.
10.7 No Waiver. Payment of any cost or invoice by Generator
will not constitute a waiver of any rights or claims that Generator may have
under or relating to this Agreement.
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SECTION 11: REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 Generator Representations, Warranties and Covenants.
Generator makes the following representations, warranties and covenants as
the basis for the benefits and obligations contained in this Agreement:
11.1.1 Generator is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, that it
is qualified to do business in the State of Alabama and that it has the power
and authority to own its properties, to carry on its business as now being
conducted and to enter into this Agreement and carry out the transactions
contemplated hereby and perform and carry out all covenants and obligations on
its part to be performed under and pursuant to this Agreement.
11.1.2 The execution, delivery and performance by Generator of
this Agreement has been duly authorized by all necessary company action, and
does not and shall not require any consent or approval of Generator's Board of
Directors or members, other than those which have been obtained.
11.1.3 The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the fulfillment of and
compliance with the provisions of this Agreement, do not and shall not conflict
with or constitute a breach of or a default under, any of the terms, conditions
or provisions of any Legal Requirement, or any partnership agreement, deed of
trust, mortgage, loan agreement, other evidence of indebtedness or any other
agreement or instrument to which Generator is a party or by which it or any of
its property is bound, or result in a breach of or a default under any of the
foregoing.
11.1.4 This Agreement is the legal, valid and binding
obligation of the Generator and is enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting the enforcement of
creditors' rights generally or by general equitable principles, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
11.1.5 There is no pending or, to the knowledge of Generator,
threatened action or proceeding affecting Generator before any Governmental
Authority which purports to affect the legality, validity or enforceability of
this Agreement as in effect on the date hereof.
11.2 Alabama Power Representations, Warranties and Covenants.
Alabama Power makes the following representations, warranties and covenants
as the basis for the benefits and obligations contained in this Agreement:
11.2.1 Alabama Power is a corporation duly organized, validly
existing and in good standing under the laws of the State of Alabama that it is
qualified to do business in the State of Alabama 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 Agreement and carry out the transactions
contemplated hereby and perform and carry out all covenants and obligations on
its part to be performed under and pursuant to this Agreement.
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11.2.2 The execution, delivery and performance by Alabama
Power of this Agreement has been duly authorized by all necessary corporate
action, and does not and shall not require any consent or approval of Alabama
Power's Board of Directors or shareholders, other than those which have been
obtained.
11.2.3 This Agreement is the legal, valid and binding
obligation of Alabama Power and is enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting the enforcement of
creditors' rights generally or by general equitable principles, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
11.2.4 There is no pending or, to the knowledge of Alabama
Power, threatened action or proceeding affecting Alabama Power before any
Governmental Authority which purports to affect the legality, validity or
enforceability of this Agreement as in effect on the date hereof.
11.2.5 Alabama Power covenants to Generator that it will file
this Agreement, and any amendments and/or modifications thereto, with FERC in
accordance with all Legal Requirements.
11.3 Survival of Representations, Warranties and Covenants. The
representations, warranties and covenants made by Generator and by Alabama Power
(as the case may be) in Sections 11.1.1, 11.1.3, 11.1.4, 11.2.1, 11.2.3, and
11.2.5 shall survive the execution and delivery of this Agreement and any action
taken pursuant hereto. The representations, warranties and covenants made by
Generator and Alabama Power (as the case may be) in Sections 11.1.2, 11.1.5,
11.2.2 and 11.2.4 shall be true and accurate as of the date of execution of this
Agreement.
SECTION 12: COMPLIANCE WITH LAWS
12.1 Compliance. Generator represents, warrants and covenants that as
of the Initial Synchronization Date and for the Term, Generator shall (i) be in
compliance with all Legal Requirements with respect to the ownership, operation
and maintenance of Generator's Interconnection Equipment, including without
limitation, all requirements to seek, obtain, maintain, comply with and, as
necessary, renew and modify from time to time, any and all applicable
certificates, licenses, permits and government approvals and all applicable
environmental certificates, licenses, permits and approvals, environmental
impact analysis, and if applicable, the mitigation of environmental impacts, and
(ii) pay all costs, expenses, charges and fees in connection with Section
12.1(i).
12.2 Change of Law. In the event that after the Effective Date there
are changes to Legal Requirements, including, without limitation, changes to
laws or regulations regulating or imposing a tax, fee or other charge, which
23
cause Alabama Power to incur additional costs in providing Interconnection
Service under this Agreement, Generator agrees to pay, to the extent consistent
with FERC policy, such reasonable incremental costs incurred by Alabama Power in
complying with such changes to Legal Requirements; provided, however, Generator
shall be entitled to take reasonable action to mitigate, reduce or otherwise
avoid the imposition of any such charges or costs.
12.3 Regulatory Filings. This Agreement is subject to approval by any
Governmental Authority having jurisdiction over the matters provided herein.
Nothing contained in this Agreement shall be construed as affecting in any way
(i) the right of Alabama Power to unilaterally make application to any and all
Governmental Authorities (including FERC) that may have jurisdiction over this
Agreement for a change in terms and conditions, charges, classification of
service, or for termination of this Agreement pursuant to applicable statutes
(including Sections 205 and 206 of the Federal Power Act) and those Governmental
Authorities' rules and regulations or (ii) the ability of Alabama Power to
exercise its rights under the rules and regulations of any Governmental
Authority having jurisdiction over this Agreement. Nothing contained in this
Agreement shall be construed as affecting in any way (i) the right of Generator
to unilaterally make application to any and all Governmental Authorities
(including FERC) that may have jurisdiction over this Agreement for a change in
terms and conditions, charges, classification of service or for termination of
this Agreement pursuant to applicable statutes (including Sections 205 and 206
of the Federal Power Act) and those Governmental Authorities' rules and
regulations or (ii) the ability of Generator to exercise its rights under the
rules and regulations of any Governmental Authority having jurisdiction over
this Agreement. At least thirty (30) Days prior to any such unilateral filing,
the Party intending to make the filing shall notify the other of such intent.
The Parties agree to reasonably cooperate with each other with respect to such
filings and to provide any information reasonably required by the requesting
Party to comply with applicable filing requirements. This Agreement shall be
modified or amended as necessary to reflect binding determinations with respect
to such filings.
12.4 Taxes.
-----
12.4.1 Generator shall not be required to pay taxes associated
with reimbursement of construction costs or transfer of the Interconnection
Facilities constructed by Generator unless Alabama Power is required to pay such
tax. With respect to the payment by Generator of taxes associated with
reimbursement of construction costs or transfer of the Interconnection
Facilities, Alabama Power commits that in the event that any taxing authority,
including but not limited to the Internal Revenue Service, taxes or attempts to
tax the reimbursement or transfer, Alabama Power shall (i) exercise reasonable
efforts to contest and defeat the taxation or attempted taxation of the
reimbursement or transfer; (ii) promptly notify Generator in writing of that
event in the manner provided in Paragraph 17.9 of this Agreement; and (iii)
exercise reasonable efforts to cooperate with Generator in contesting any such
taxation including, for example, allowing Generator to prepare at its own
expense a private letter ruling request or other submission to the Internal
Revenue Service or other taxing authority.
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12.4.2 Generator shall at all times during the Term pay all
charges, taxes, assessments and fees which may be assessed upon or against the
Facility or upon or against Generator through Alabama Power by a Governmental
Authority in accordance with Legal Requirements by reason of the sale or
purchase of electricity by Generator or from Generator's Facility.
SECTION 13: INSURANCE
13.1 Generator's Insurance. If Generator is no longer an Affiliate of
Alabama Power, Generator, at its expense, shall procure and maintain in effect
during the Term, policies of insurance with insurance companies authorized to
transact insurance in the State of Alabama or adequate self-insurance,
reasonably acceptable to Alabama Power, providing, at a minimum, the coverage
and limits specified and complying with the requirements stated below:
13.1.1 Worker's Compensation in statutory amounts and
Employer's Liability with a minimum limit of $1,000,000 per person.
13.1.2 Commercial General Liability Insurance on an occurrence
basis or AEGIS "claims made" form, with the following coverage and limits:
General Aggregate $1,000,000
Products-Completed Operations-Aggregate $1,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Fire Damage (any one fire) $50,000
Medical Expense (any one person) $5,000
13.1.3 Business Automobile Liability covering autos of
Generator, including owned, hired and non-owned autos, for Bodily Injury and
Property Damage with a combined single limit of $1,000,000 each occurrence.
13.1.4 Excess Liability in Umbrella Form with a limit of
$4,000,000 each occurrence, $4,000,000 Aggregate.
13.1.5 By signing this Agreement, Generator thereby waives all
rights of subrogation against Alabama Power and its Persons Indemnified with
respect to any claim or loss payable or paid under each of the policies set
forth in 13.1.1, 13.1.2, 13.1.3, and 13.1.4 above and under any property
insurance policy for the Facility that Generator has or acquires.
13.1.6 Generator shall cause its insurer(s) to add Alabama
Power and its Persons Indemnified as an Additional Insured on the policies set
forth in 13.1.2, 13.1.3, and 13.1.4 above with respect to liability of Alabama
Power and its Persons Indemnified (a) arising out of the performance of
operations, maintenance, work or services under this Agreement, and (b) arising
out of the conduct contemplated in the ownership, maintenance or use of
Generator's autos, but only to the extent of Generator's indemnity obligations
under this Agreement and the coverages and limits specified in Sections 13.1.2,
13.1.3, and 13.1.4.
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13.1.7 Subject to the limitations in Section 13.1.6,
Generator's insurance shall be primary insurance with respect to the
installation, operations, maintenance, work, or services contemplated under this
Agreement and insurance of Alabama Power and its Persons Indemnified shall be
excess of the Generator's insurance and shall not contribute with it.
13.1.8 To the extent that Generator utilizes deductibles or
self-insurance in connection with the insurance coverage required herein, all
such deductible and self-insured amounts shall be for the account and expense of
Generator and shall not be considered as costs or fees provided for in this
Agreement.
13.1.9 If the Generator uses contractors and/or subcontractors
to perform any of the work contemplated under this Agreement, Generator shall
require such contractors and/or subcontractors to maintain in effect insurance
meeting these minimum limits and incorporating the contractual requirements
prescribed by this Section 13.
13.2 Notice and Certification. Each of the above required policies
shall contain a provision whereby the insurance carrier shall notify Alabama
Power at least thirty (30) Days prior to the effective date of cancellation,
non-renewal or material change in any of said policies. Generator shall submit
to Alabama Power a Certificate, signed by an authorized representative of the
insurance carrier, listing the policies, coverage and limits and certifying that
the said policies shall be in effect for the time periods stated in the
Certificate. The obligations for Generator to procure and maintain insurance
shall not be construed to waive or restrict other obligations.
SECTION 14: FORCE MAJEURE
14.1 Definition of Force Majeure Event. For the purposes of this
Agreement, a "Force Majeure Event" as to a Party means any occurrence,
nonoccurrence or set of circumstances that is beyond the reasonable control of
such Party and is not caused by such Party's fault, negligence or lack of due
diligence, including, without limitation, flood, ice, lightning, earthquake,
windstorm or eruption; fire; explosion; invasion, war, civil disturbance,
commotion or insurrection; sabotage or vandalism; military or usurped power; or
act of God or of a public enemy; provided, however, in no event shall (i) the
inability to meet a Legal Requirement or the change in a Legal Requirement; or
(ii) a site specific strike, walkout, lockout or other labor dispute constitute
a Force Majeure Event.
14.2 No Breach or Liability. Each Party shall be excused from
performing its respective obligations under this Agreement and shall not be
liable in damages or otherwise if and to the extent that it is unable to so
perform or is prevented from performing by a Force Majeure Event, provided that
the non-performing Party shall:
14.2.1 Give the other Party notice thereof, followed by
written notice if the first notice is not written, both notices to be given as
promptly as possible after the non-performing Party becomes aware of such Force
Majeure Event, describing the particulars of such Force Majeure Event;
26
14.2.2 Use its reasonable best efforts to remedy its inability
to perform as soon as practicable; provided, however, that this Section 14.2.2
shall not require the settlement of any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the
dispute, are contrary to its interest; provided further, that the settlement of
strikes, lockouts or other labor disputes shall be entirely within the
discretion of the Party having the difficulty; and
14.2.3 Resume performance of its obligations under this
Agreement and give the other Party written notice to that effect, as soon as
reasonably practicable following cessation of the Force Majeure Event.
14.3 Suspension of Performance. The suspension of performance due to a
Force Majeure Event shall be of no greater scope and of no longer duration than
is required by such Force Majeure Event. No Force Majeure Event shall extend
this Agreement beyond its stated Term.
SECTION 15: OPERATING COMMITTEE
15.1 Establishment of Committee. At least six (6) months prior to the
estimated Initial Synchronization Date, Generator and Alabama Power shall each
appoint one representative and one alternate to the Alabama Power - Generator
Operating Committee ("Committee"). Each Party shall notify the other party of
its appointment in writing. Such appointments may be changed at any time by
similar notice. The Committee shall meet as necessary, but not less than once
each calendar year, to carry out the duties set forth herein. The Committee
shall hold a meeting at the request of either Party, at a time and place agreed
upon by the representatives. Each representative and alternate shall be a
responsible person working in the day-to-day operations of their respective
electrical facilities. The Committee shall represent the Parties in all matters
arising under this Agreement which may be delegated to it by mutual agreement of
the Parties.
15.2 Duties. The duties of the Committee shall include, but are
not limited to, the following:
15.2.1 Establish and maintain control and operating
procedures, including those pertaining to information transfers between the
Facility and Alabama Power consistent with the provisions of this Agreement.
15.2.2 Establish data requirements and operating record
requirements in accordance with the terms and conditions of this Agreement.
15.2.3 Review the requirements, standards, and procedures data
acquisition equipment, protective equipment, and any other equipment or
software.
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15.2.4 Annually review ten (10) year forecast of maintenance
and availability schedules of Alabama Power's and Generator's facilities at the
Interconnection Point and coordinate the scheduling of outages of and
maintenance on the Interconnection Facilities, the Facility and any other
facilities that impact the normal operation of the Interconnection Facilities.
15.2.5 Ensure that information is being provided by each Party
regarding equipment availability.
15.2.6 Perform such other duties as may be conferred upon
it by mutual agreement of the Parties.
15.2.7 Each Party shall cooperate in providing to the
Committee all information required in the performance of the Committee's duties.
All decisions and agreements, if any, made by the Committee shall be evidenced
in writing. The Committee shall have no power to amend or alter the provisions
of this Agreement.
SECTION 16: ASSIGNMENT
16.1 Assignment by Generator.
-----------------------
16.1.1 EXCEPT AS EXPRESSLY PERMITTED BELOW OR OTHERWISE AGREED
TO BY THE PARTIES, GENERATOR SHALL NOT ASSIGN, TRANSFER, DELEGATE OR ENCUMBER
THIS AGREEMENT AND/OR ANY OR ALL OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER
THIS AGREEMENT AND ANY ASSIGNMENT, TRANSFER, DELEGATION OR ENCUMBERING BY
GENERATOR (EXCEPT AS PERMITTED BELOW) SHALL BE NULL AND VOID. Notwithstanding
the foregoing, so long as Generator is not in default under or breach of this
Agreement, upon prior written notice to Alabama Power, Generator may
collaterally assign its rights, interests and obligations under this Agreement
to its lender or an agent for the benefit of its lenders providing financing or
refinancing for the design, construction or operation of Generator's Facility in
Autauga County, Alabama (a "Permitted Financing Assignee"); provided, however,
that GENERATOR'S RIGHTS AND OBLIGATIONS (FINANCIAL OR OTHERWISE) UNDER THIS
AGREEMENT SHALL CONTINUE IN THEIR ENTIRETY IN FULL FORCE AND EFFECT AS THE
RIGHTS AND OBLIGATIONS OF A PRINCIPAL AND NOT AS A SURETY. Generator may
collaterally assign its rights, interests and obligations hereunder to multiple
Permitted Financing Assignees, but only if those Permitted Financing Assignees
designate one agent to act for them collectively under this Agreement.
16.1.2 Alabama Power shall, upon serving Generator any notice
of Default or the termination of this Agreement, also serve a copy of such
notice upon the Permitted Financing Assignee or, in the case of multiple
Permitted Financing Assignees, the agent of those Permitted Financing Assignees.
No notice of Default purporting to terminate this Agreement shall be deemed to
have been given unless and until a copy thereof shall have been given to the
Permitted Financing Assignee or the agent for multiple Permitted Financing
Assignees. A Permitted Financing Assignee shall be entitled to cure any Default
during any cure period provided herein.
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16.1.3 The Permitted Financing Assignee shall not be entitled
to assign or transfer this Agreement to any purchaser in foreclosure, purchaser
in lieu of foreclosure or similar purchaser or transferee ("Purchaser in
Foreclosure") unless and until such Purchaser in Foreclosure has (i) executed
and delivered to Alabama Power and is in compliance with an agreement in form
and substance acceptable to Alabama Power whereby such Purchaser in Foreclosure
assumes and agrees to pay and perform all then outstanding and thereafter
arising obligations of Generator under this Agreement and (ii) established to
Alabama Power's reasonable satisfaction that such Purchaser in Foreclosure has
all licenses, permits and approvals and financial and technical wherewithal as
may be required to execute, deliver and perform such agreement. Notwithstanding
the foregoing, all obligations of Generator to Alabama Power under this
Agreement incurred prior to the time the Purchaser in Foreclosure fully assumes
this Agreement shall also be and remain enforceable by Alabama Power against
Generator. Any assignment to a Purchaser in Foreclosure shall be subject to
Alabama Power's rights hereunder.
16.1.4 So long as Generator is not in Default under or breach
of this Agreement, upon prior written notice to Alabama Power, Generator may
absolutely assign all, but not less than all, of its rights, interests and
obligations under this Agreement to another generator ("Outright Assignee")
provided however, that Generator's obligations under this Agreement shall
continue and Alabama Power shall have no obligations to such Outright Assignee
unless and until such Outright Assignee has (i) executed and delivered to
Alabama Power and is in compliance with an agreement in form and substance
reasonably acceptable to Alabama Power whereby such Outright Assignee assumes
and agrees to pay and perform all thereafter arising obligations of Generator
under this Agreement and (ii) established to Alabama Power's reasonable
satisfaction that such Outright Assignee has all licenses, permits and approvals
and financial and technical wherewithal as may be required to execute, deliver
and perform such agreement. Any assignment to an Outright Assignee shall be
subject to Alabama Power's rights hereunder.
16.1.5 Generator shall indemnify, defend and hold harmless
Alabama Power and its Persons Indemnified from and against any and all losses,
liabilities, obligations, claims, demands, damages, penalties, judgments, costs
and expenses, including, without limitation, reasonable attorneys' fees and
expenses, howsoever and by whomsoever asserted, arising out of or in any way
connected with any collateral, outright or other assignment by Generator or any
foreclosure or other exercise of remedies by the Permitted Financing Assignee of
this Agreement or Generator's or the Permitted Financing Assignee's rights or
interests under this Agreement. Notwithstanding any other provision of this
Section 16.1, Generator shall not be obligated to indemnify and hold harmless
Alabama Power from and against any loss, liability, obligation, claim, demand,
damage, penalty, judgment, cost or expense to the extent caused by the sole
negligence or willful misconduct Alabama Power or its Persons Indemnified.
16.1.6 No agreement between the Parties modifying, amending,
canceling or surrendering this Agreement shall be effective without the prior
written consent of the Permitted Financing Assignee or, in the case of multiple
Permitted Financing Assignees, the agent of those Permitted Financing Assignees.
Subject to any cure periods provided to the Permitted Financing Assignee in this
Agreement or in any consents to assignment, no such prior written consent is
required for Alabama Power to take unilateral action under this Agreement,
including (without limitation) Sections 3.2, 3.3, 3.4, 10.2, 12.2 and 12.3.
29
16.1.7 Alabama Power agrees to reasonably cooperate with
Generator and any Permitted Financing Assignee in connection with the collateral
assignment of this Agreement; provided, however, that Alabama Power shall not be
obligated to take any action that could, in its judgment, result in an expansion
of its obligations, risks or liabilities or a violation of any law, regulation
or order of a Governmental Authority.
16.2 Assignment by Alabama Power. So long as Alabama Power is not in
breach of this Agreement, Alabama Power may, at any time, without notice to, or
the consent of, Generator or any other Person, including, without limitation,
any Permitted Financing Assignee, Purchaser in Foreclosure or Outright Assignee,
sell, assign, delegate, encumber or transfer to any Indenture Trustee,
Affiliate, any successor by merger or otherwise of Alabama Power or any
Qualified Person, and/or create or permit to exist Permitted Liens against, all
or any part of this Agreement and/or Alabama Power's rights, obligations, title
or interest in, to and under this Agreement. Provided, however, Generator
reserves its right to oppose any such assignment before any Governmental
Authority having jurisdiction.
SECTION 17: MISCELLANEOUS
17.1 Alabama Power's Agent. Wherever this Agreement requires Generator
to provide information, schedules, notice or the like to, or to take direction
from, Alabama Power, Generator shall provide information, schedules, notice or
the like to, or receive from, Alabama Power or such agent of Alabama Power as
Alabama Power may direct from time to time.
17.2 No Partnership. Generator and Alabama Power do not intend for this
Agreement to, and this Agreement shall not, create any joint venture,
partnership, association taxable as a corporation, or other entity for the
conduct of any business for profit.
17.3 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon any respective successors and assigns of
Generator and Alabama Power.
17.4 No Third Party Benefit. Nothing in this Agreement shall
be construed to create any duty, obligation or liability of a Party to any
person or entity not a Party to this Agreement.
17.5 No Affiliate Liability. Notwithstanding any other provision of
this Agreement, no Affiliate of either Party (including without limitation any
Affiliate acting as either Party's agent where said agent is given certain
authorities pursuant hereto) shall have any liability whatsoever for either
Party's performance, nonperformance or delay in performance under this
Agreement.
17.6 Time of Essence. Time is of the essence of this Agreement.
17.7 No Waiver. Neither Alabama Power's nor Generator's failure to
enforce any provision or provisions of this Agreement shall in any way be
30
construed as a waiver of any such provision or provisions as to any future
violation thereof, nor prevent it from enforcing each and every other provision
of this Agreement at such time or at any time thereafter. The waiver by either
Alabama Power or Generator of any right or remedy shall not constitute a waiver
of its right to assert said right or remedy, at any time thereafter, or any
other rights or remedies available to it at the time of or any time after such
waiver.
17.8 Amendments. Except as provided in Section 12.3, this Agreement may
be amended by and only by a written instrument duly executed by each of
Generator and Alabama Power, which has received all approvals of Governmental
Authorities of competent jurisdiction necessary for the effectiveness thereof.
17.9 Notice. Any notice, request, consent or other communication
permitted or required by this Agreement shall be in writing and shall be deemed
given on the Day hand-delivered to the representative identified below, on the
Day of facsimile transmission to the facsimile number stated below, or the third
(3rd) Day after the same is deposited in the United States Mail, first class
postage prepaid, and if given to Alabama Power shall be addressed to:
Alabama Power Company
Attn: Senior Vice President, Power Delivery
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Southern Company Services, Inc.
Attn: Manager, Transmission Services
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and if given to Generator, it shall be addressed to:
Southern Power Company
Attn: Vice President, Generation, Planning and Development
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Southern Company Services, Inc.
Attn: Manager, Generation Development
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
31
unless Alabama Power or Generator shall have designated a
different representative or address for itself by written notice to the other.
Generator shall comply with reasonable requirements of Alabama Power regarding
communications with Alabama Power relative to the performance of this Agreement.
17.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
17.11 Cross-References. All cross-references contained in this
Agreement to Sections, are to the Sections of this Agreement, unless otherwise
expressly noted.
17.12 Section Headings. The descriptive headings of the various
Sections of this Agreement have been inserted for convenience of reference only
and shall in no way modify or restrict any of the terms or provisions hereof.
17.13 Including. Wherever the term "including" is used in this
Agreement, such term shall not be construed as limiting the generality of any
statement, clause, phrase or term.
17.14 Governing Law. The validity, interpretation and performance of
this Agreement, and each of its provisions, are subject to and shall be governed
by applicable federal law, and where not preempted by federal law, by the laws
of the State of Alabama, without giving effect to conflict of laws principles.
17.15 Merger. This Agreement represents the entire agreement between
the Parties and all previous communications, representations and agreements
between the Parties regarding the subject matter of this Agreement, whether oral
or written, are hereby superseded.
17.16 NERC. To the extent not inconsistent herewith, Generator shall
comply with any operational specifications and requirements specified by Alabama
Power and all planning standards and operating guidelines of the North American
Electric Reliability Council or its successor.
17.17 Good Utility Practices. Each Party shal discharge its
respective obligations under this Agreement in accordance with Good Utility
Practices.
17.18 Safety. Each Party shall comply with the applicable provisions of
the National Fire Protection Association Code, the American National Electrical
Code, the National Electrical Safety Code and other applicable code
requirements. Each Party shall furnish and maintain, at its own expense, proper
and adequate facilities, equipment, machinery, tools and supplies necessary to
maintain its facilities and premises as a safe workplace and have available at
all times for use by its employees, agents, independent contractors, suppliers,
vendors and borrowed employees and all safety equipment needed for the
protection of that Party's employees, agents, independent contractors,
32
suppliers, vendors and borrowed employees against injuries. Each Party shall be
solely responsible for providing for the safety of its facilities and premises
and of its employees, agents, independent contractors, suppliers, vendors and
borrowed employees.
17.19 Confidential Information. Confidential Information shall mean any
confidential and/or proprietary information provided by Alabama Power or
Generator ("Disclosing Party") to the other party ("Receiving Party") and which
is clearly marked or otherwise designated as "CONFIDENTIAL." For purposes of
this Agreement, all design, operating specifications and metering data provided
by Generator shall be deemed confidential regardless of whether it is clearly
marked or otherwise designated as such. Except as otherwise provided herein,
each Party shall hold in confidence and shall not disclose Confidential
Information to any person (except employees, officers, representatives and
agents that agree to be bound by this Section 17 or FERC's Standards of
Conduct). Confidential Information shall not include information that the
Receiving Party can demonstrate: (a) is generally available to the public other
than as a result of a disclosure by the Receiving Party; (b) was in the lawful
possession of the Receiving Party on a non-confidential basis before receiving
it from the Disclosing Party; (c) was supplied to the Receiving Party without
restriction by a third party, who, to the knowledge of the Receiving Party, was
under no obligation to the Disclosing Party to keep such information
confidential; (d) was independently developed by the Receiving Party without
reference to Confidential Information of the Disclosing Party; or (e) was
disclosed with the prior written approval of the Disclosing Party. Alabama
Power, or its agent acting as Transmission Provider under the Tariff, may
release or disclose certain Confidential Information of the Disclosing Party to
other Transmission Providers, SERC, or NERC if necessary or appropriate in
connection with its role as Transmission Provider. If a court, government agency
or entity with the right, power, and authority to do so, requests or requires
either Party, by subpoena, oral deposition, interrogatories, requests for
production of documents, administrative order, or otherwise, to disclose
Confidential Information, that Party shall provide the other Party with prompt
notice of such request(s) or requirement(s) so that the other Party may seek an
appropriate protective order or waive compliance with the terms of this
Agreement. In the absence of a protective order or waiver the Party shall
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.
17.20 Cooperation. Each Party to this Agreement shall reasonably
cooperate with the other as to all aspects relating to the performance of its
respective obligations under this Agreement; provided, however, this agreement
of cooperation shall not constitute a waiver or relinquishment of either Party's
rights under this Agreement in law or equity.
17.21 Negotiated Agreement. The Parties agree that this Agreement is
the result of mutual compromise and shall not be construed as having been
drafted by either Party. The Parties agree to support the acceptance of the
Agreement in its entirety by FERC.
17.22 Subcontractors. Nothing in this Agreement shall be construed as
preventing either Party from utilizing the services of subcontractors as it
deems appropriate; provided, however, that all such contractors comply with the
applicable terms and conditions of this Agreement. The creation of any
subcontract relationship shall not relieve the retaining Party of any of its
obligations under this Agreement.
33
17.23 EWG Status. Nothing in this Agreement shall require Generator to
take any action that could result in its inability to obtain, or its loss of,
status as an Exempt Wholesale Generator within the meaning of the Public Utility
Holding Company Act of 1935, as amended.
[THE FOLLOWING PAGE IS THE SIGNATURE PAGE]
34
IN WITNESS WHEREOF, Generator and Alabama Power have caused this
Agreement to be executed by their duly authorized representatives on the Day and
year first above written.
SOUTHERN POWER COMPANY
"Generator"
By: _________________________
Title: ______________________
Date:_________________________
ALABAMA POWER COMPANY
"Alabama Power"
By: _________________________
Title: _______________________
Date:_________________________
35
APPENDIX A
INTERCONNECTION PROCEDURES
The following requirements apply to Generator's Facility when operated
in parallel with the Alabama Power Electric System.
A. Operating Limits.
----------------
In order to minimize objectionable and adverse operating conditions on
the electric service provided to other customers by Alabama Power, the Facility
shall meet the following operating criteria:
1. Voltage.
-------
When Generator is delivering power to the Alabama Power Electric
System, Generator shall operate its generation to meet the voltage schedule, as
measured at the transmission bus serving the Facility, communicated by Alabama
Power. The current voltage schedules for the Interconnection Point to the
Facility is attached to this Appendix A. If the Generator cannot hold the
voltage schedule but is producing or absorbing its maximum amount of MVARs for
the level of MW output that it is then operating at, then that is acceptable
performance provided that each unit of the Generator that is then generating is
producing no less than 0.33 MVAR/MW x the unit's Continuous Rated MW Output or
absorbing no less than 0.23 MVAR/MW x the unit's Continuous Rated MW Output. For
purposes of this paragraph, the "Continuous Rated MW Output" for each of the
Generator's units comprising the Facility shall be two (2) CT's and one (1) ST
with a total output of 630 MW.
2. Frequency.
---------
The Facility shall maintain a nominal operating frequency of 60 hertz.
Generator may be required to assist in supporting system frequency if requested
by Alabama Power.
3. Governor Characteristics.
------------------------
The Facility shall be capable of providing an immediate and sustained
response to abnormal frequency excursions within the machine design parameters.
The governors shall be properly maintained and shall provide droop
characteristics consistent with the requirements of NERC, SERC and the Alabama
Power Electric System. At a minimum, governors shall be fully responsive to
frequency deviations consistent with the requirements of NERC, SERC and the
Alabama Power Electric System during normal operating conditions only, as
defined by Good Utility Practices. In no event shall the governors be blocked by
Generator without the express written permission of Alabama Power.
1
4. Minimum Acceptable Reactive Capability.
--------------------------------------
a. Reactive Power Production. At continuous rated output, simulations
must show that Generator's Facility shall have the capability of dynamically
supplying at least 0.33 MVARs at the 500 kV Interconnection Point for each MW
supplied when the Facility is tested at 1.02% of nominal voltage.
b. Reactive Power Absorption. The Facility shall also be capable of
dynamically absorbing 0.23 MVARs from the transmission system for each MW
supplied at the 500 kV Interconnection Point during simulations when the
Facility is tested at 1.05% of nominal voltage,. Simple Cycle combustion
turbines used as peaking generation may be exempted from the MVAR absorption
requirements.
5. Harmonics.
---------
The Facility shall not introduce excessive distortion to the Alabama
Power Electric System's voltage and current waveforms. The harmonic distortion
measurements shall be made at the transmission facility serving the Facility and
be within the limits specified in the tables below.
5.1 Current Harmonics.
-----------------
MAXIMUM ALLOWABLE HARMONIC CONTENT (CURRENT)
(in percent of total current)
Harmonic Order Number (h)
h 11 11 h 17 17 h 23 23 h 35 35 h
- - - -
ODD 2.0 1.0 0.75 0.30 0.15
EVEN 0.50 0.25 0.19 0.075 0.04
Total current harmonic distortion may not exceed 2.5%
5.2 Voltage Harmonics.
-----------------
MAXIMUM ALLOWABLE HARMONIC CONTENT (VOLTAGE)
(in percent)
For nominal voltage at interconnection point of 69 kV to 115 kV
Maximum Individual Harmonic: 1.50
Maximum Total Harmonic Distortion: 2.50
For nominal voltage at interconnection point of 161 kV and above
Maximum Individual Harmonic: 1.00
Maximum Total Harmonic Distortion: 1.50
2
B. Generator Step-Up Transformer.
-----------------------------
To minimize possible adverse effects on other Alabama Power customers,
a power transformer is required between the Facility and the Alabama Power
Electric System. This transformer's windings shall be connected according to the
requirements of Alabama Power.
C. Energization of Alabama Power Equipment by Generator.
----------------------------------------------------
Generator shall not energize, or de-energize, Alabama Power equipment.
The necessary control devices shall be installed by Generator on the Facility to
prevent the energization of de-energized Alabama Power equipment by Generator's
Facility.
D. Synchronization of Generator's Facility.
---------------------------------------
Generator is responsible for the synchronization of the Facility to the
Alabama Power Electric System. Alabama Power shall have bus differential
relaying at the Interconnection Point and Generator must insure that its
Facility is disconnected from Alabama Power whenever the bus is de-energized.
Alabama Power may re-energize the bus by remote control and Alabama Power shall
not be responsible for damage to Facility due to an out of phase condition
during re-energization.
E. Telemetered Quantities.
----------------------
Alabama Power shall provide the data protocol, and Generator shall
install as part of the Interconnection Facilities any equipment necessary to
deliver telemetered signals to Alabama Power specifying the voltage and watts,
vars, and watthours delivered to the Alabama Power Electric System at the
Interconnection Point.
3
VOLTAGE SCHEDULES
AT THE INTERCONNECTION POINT
FOR
SOUTHERN POWER AUTAUGAVILLE COMBINED CYCLE UNIT 2
Commencing with the effective date of the Interconnection Agreement, Generator
shall maintain the following voltage schedules as communicated by Alabama Power
from time to time:
-----------------------------------------------------------------------------
Voltage scheduling Evaluation for Autaugaville CC2 (500 kV)
-----------------------------------------------------------------------------
Schedule #1 - Southern Control Area Maximum Load for the day Greater Than
33,000MW
-----------------------------------------------------------------------------
Operating Time Autaugaville CC2 500 kV
-----------------------------------------------------------------------------
0000 - 0700 520
0700 - 2100 524
2100 - 2400 520
Schedule #2 - Southern Control Area Maximum Load for the day Between 28,000
and 33,000MW
Operating Time Autaugaville CC2 500 kV
0000 - 0700 517
0700 - 2100 524
2100 - 2400 520
Schedule #3 - Southern Control Area Maximum Load for the day Between 23,000
and 28,000MW
Operating Time Autaugaville CC2 500 kV
0000 - 0800 517
0800 - 2100 522
2100 - 2400 520
Schedule #4 - Southern Control Area Maximum Load for the day Below 23,000MW
Operating Time Autaugaville CC2 500 kV
0000 - 0600 515
0600 - 2100 520
2100 - 2400 515
Alabama Power's determination of whether Schedule 1, 2, 3, or 4 should be used
for a given period shall be based on expectations of system requirements and
conditions. The voltage schedule to be used, for the upcoming week, shall be
communicated to Generator each Friday and at such other times as changing system
requirements and conditions may require.
4
APPENDIX B
SPECIFICATIONS
TO
INTERCONNECTION AGREEMENT
BETWEEN
SOUTHERN POWER (AUTAUGAVILLE CC UNIT 2)
AND
ALABAMA POWER COMPANY
1. Location of Interconnection Point:
The location of the Interconnection Point will be in Autauga County,
Alabama, near Montgomery, Alabama.
2. Projected Dates Generator's Facilities will connect to Alabama Power:
Station Service Date: July 1, 2002
Initial Synchronization Date: September 1, 2002
Commercial Operation Date: May 1, 2003
3. Description of Interconnection Point:
The point at which Generator's one (1) 500 kV circuit connects to
Alabama Power's motor operated disconnect switch in the new Alabama
Power Autaugaville 500 kv Switching Station, as such is indicated on
the single line diagram below.
1
Autaugaville CC #2 500kV Interconnection Layout
[OBJECT OMITTED]
4. Description of Generator's Facility
The Generator's Facility under this Agreement is a 630 MW Combined
Cycle (CC) facility located in Autauga County, AL, which is more fully
described in the Interconnection Application made by Southern Power
Autaugaville to Southern Company on August 07, 2000.
5. Description of Station Service Connections:
Should Generator require station service in addition to that which
Generator can self-provide, separate arrangements will be made by
Generator.
2
6. Interconnection Facility Requirements:
The Interconnection Facilities are sufficient to accommodate
approximately 630 MW Summer rating upon completion.
7. Description of Alabama Power's Interconnection Facilities:
Interconnection Facilities under this Agreement include the following: Responsible Party/Estimated
--------------------------------------------------------------------- ----------------------------
Cost
1. Loop the Tenaska - Snowdoun 500 kV TL into the 500 kV Autaugaville Design & Construction By
SS (1 mile total) Alabama Power
($ 1,800,000)
2. 3 PCB Ring Bus at Autaugaville 500 kV SS (includes 2-500 kV line Design & Construction By
terminals, 1-500 kV generator terminal and space for 2 additional 500 Alabama Power
kV line terminals) ($ 6,000,000)
8. Description of Generator's Interconnection Equipment:
Generator's Interconnection Equipment under this Agreement includes the Estimated Cost
------------------------------------------------------------------------ --------------
following:
----------
1. 3 PCB Collector Bus at the 500 kV Autaugaville SS Design & Construction by
Generator
2. 500 kV Transmission Line between SS and Collector Bus, (0.5 mile Design & Construction by
total) Generator
The specifications for all such equipment in Items 7 and 8, above, will
be determined in accordance with this Agreement, the results of the
Interconnection Study dated March 5, 2001, Alabama Power specifications
provided to the Generator in writing and Good Utility Practices.
3
APPENDIX C
Quarterly Estimated Construction Costs
The Quarterly Estimated Construction Costs are based on the Generator's
cost for the Autaugaville 500 kV Switching Station with accommodations to loop
in the Tenaska - Snowdoun 500 kV line. Generator's estimated total construction
cost responsibility for the Interconnection Facilities, not including the 500 kV
collector bus and the line between the Collector Bus and SS, is $ 7,800,000.
2001 2002 2003
-------------------- -------------------------------- ---------------------------
Project Activity Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
----------------
Loop-in the 500 kVTL to the 500 kV Autaugaville Switching Station
3 PCB Ring Bus at the 500 kV Autaugaville Switching Station
Payment Schedule
$375,000 1,100,000 625,000 1,300,000 2,100,000 200,000
------------------------------------------------------------------------------------------------------------