EXHIBIT B-4
OPERATING AGREEMENT
Between
ALLIANT ENERGY CORPORATE SERVICES, INC.
And
AMERICAN TRANSMISSION COMPANY LLC
- , 2000 -
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TABLE OF CONTENTS
PAGE
1. DEFINITIONS AND INTERPRETATION............................................3
1.1 Definitions, Generally...............................................3
1.2 Special Definitions..................................................3
1.2.1 Blackstart Services...........................................4
1.2.2 Control and Operation Services................................4
1.2.3 DDC East......................................................4
1.2.4 DDC West......................................................4
1.2.5 Distribution System...........................................5
1.2.6 East 34.5 kV Facilities.......................................5
1.2.7 East 34.5 kV System...........................................5
1.2.8 Emergency Response Services...................................5
1.2.9 Foreign Utilities.............................................5
1.2.10 Good Cause....................................................6
1.2.11 Good Utility Practice.........................................6
1.2.12 Key Personnel.................................................6
1.2.13 Open Access Same-time Information System......................7
1.2.14 OASIS Services................................................7
1.2.15 Open Access Transmission Tariff...............................7
1.2.16 Operations Date...............................................7
1.2.17 Party.........................................................7
1.2.18 Parties.......................................................7
1.2.19 Protocols.....................................................7
1.2.20 Services......................................................7
1.2.21 SOC...........................................................8
1.2.22 Technology....................................................8
1.2.23 Transmission Facilities.......................................8
1.2.24 Transmission Provider.........................................9
1.2.25 Transmission System...........................................9
2. TERM......................................................................9
2.1 Term of Agreement....................................................9
2.2 Extension............................................................9
3. REQUIRED REGULATORY APPROVALS............................................10
4. RESPONSIBILITIES OF ATCLLC...............................................10
4.1 Scope of Services...................................................10
4.2 Performance Standards...............................................11
4.3 Control and Operation Services......................................13
4.4 Emergency Response Services.........................................16
4.5 Blackstart Services.................................................16
4.6 OASIS Services......................................................17
4.7 ATCLLC Resources....................................................17
4.8 Cost Estimates......................................................18
4.9 Reports.............................................................18
4.10 Training............................................................19
4.11 Real-time Data and Information Sharing..............................19
4.12 Contracts with Third Parties........................................19
5. RESPONSIBILITIES OF ALLIANT ENERGY CORPORATE SERVICES....................20
5.1 General.............................................................20
5.2 Control and Operation Services......................................21
5.3 Emergency Response Services.........................................21
5.4 Blackstart Services.................................................22
5.5 Training............................................................23
5.6 Performance Standards...............................................23
5.7 Real-time Data and Information Sharing..............................23
6. COMPENSATION OF ATCLLC...................................................24
6.1 Compensation........................................................24
6.2 Methods of Calculating the Compensation Due.........................24
6.3 Billing and Payment.................................................24
6.4 Audits and Adjustments..............................................24
7. OWNERSHIP................................................................25
8. DISPUTE RESOLUTION.......................................................27
9. FORCE MAJEURE............................................................27
10. LIMITATION ON LIABILITY..................................................28
11. INDEMNITY................................................................28
12. INSURANCE................................................................33
13. SUCCESSORS AND ASSIGNS...................................................35
14. NOTICE...................................................................36
15. MISCELLANEOUS............................................................37
15.1 Compliance with Laws...............................................37
15.2 Entire Agreement...................................................37
15.3 Counterparts.......................................................37
15.4 Amendment..........................................................37
15.5 Survival...........................................................37
15.6 Independent Contractor.............................................37
15.7 Confidentiality....................................................38
15.8 Standards of Conduct...............................................39
15.9 No Implied Waivers.................................................39
15.10 No Third-Party Beneficiaries.......................................39
15.11 Severability.......................................................40
15.12 Governing Law......................................................40
15.13 Headings...........................................................40
15.14 Affiliate Status of Parties........................................40
OPERATING AGREEMENT
Between
ALLIANT ENERGY CORPORATE SERVICES, INC.
And
AMERICAN TRANSMISSION COMPANY LLC
RECITALS
THIS OPERATING AGREEMENT BETWEEN ALLIANT ENERGY CORPORATE SERVICES, INC.
AND AMERICAN TRANSMISSION COMPANY LLC is made and entered into as of ,
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2000, by and among Alliant Energy Corporate Services, Inc. hereinafter called
Alliant Energy Corporate Services; and American Transmission Company LLC
hereinafter called ATCLLC.
WHEREAS, Alliant Energy Corporation ("Alliant Energy") was formed on April
21, 1998 as a result of the merger between WPL Holdings, Inc., IES Industries
Inc. and Interstate Power Company ("IPC"); and
WHEREAS, Alliant Energy is a registered public utility holding company and
is regulated by the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935; and
WHEREAS, Wisconsin Power and Light Company ("WPL"), IES Utilities Inc.
("IES") and IPC (collectively the "Alliant Energy Operating Companies") are
direct public utility subsidiaries of Alliant Energy and are owners of electric
generation, transmission, and distribution facilities with which they are
engaged in the business of generating, transmitting, and selling electric energy
to the general public and to other electric utilities; and
WHEREAS, Alliant Energy, as part of its merger approval process filed, in
Federal Energy Regulatory Commission Docket No. ER96-2560-000, a System
Coordination and Operating Agreement ("Coordination Agreement") to, among other
things, govern on a single-system basis the coordinated operations and joint
planning of IES's, IPC's and WPL's transmission facilities; and
WHEREAS, in order to implement the Coordination Agreement and perform other
system-wide tasks, Alliant Energy formed a subsidiary service company, (Alliant
Energy Corporate Services) to act as an agent for the Alliant Energy Operating
Companies to, among other things, operate their transmission facilities as a
single integrated system pursuant to Alliant Energy's open access transmission
tariffs (OATT); and
WHEREAS, ATCLLC is a Wisconsin limited liability corporation created
pursuant to Wisconsin law to own and operate transmission facilities; and
WHEREAS, WPL filed its application under Section 203 of the Federal Power
Act, 16 U.S.C. ss. 824b on December 8, 1999, in Docket No. EC00-33-000 to
transfer its transmission facilities (including the Stoughton Systems Operation
Center (SOC)) to ATCLLC and on March 31, 2000, the Federal Energy Regulatory
Commission authorized WPL's transfer of jurisdictional facilities. Wisconsin
Power & Light Company, 90 FERC P. 61,347 (2000); and
WHEREAS, after ATCLLC's Operations Date (currently expected to be January
1, 2001) Alliant Energy Corporate Services, as agent for IES and IPC, will need
to obtain certain services to operate IES's and IPC's transmission systems that
are currently provided by Alliant Energy Corporate Services through the use of
the SOC; and
WHEREAS, Alliant Energy Corporate Services, as agent for IES and IPC,
administers certain agreements between Central Iowa Power Cooperative (CIPCO)
and IES and IPC relating to the operation of CIPCO's transmission system; and
WHEREAS, after ATCLLC's Operations Date (currently expected to be January
1, 2001) Alliant Energy Corporate Services, as agent for IES and IPC, will need
to obtain certain services to operate CIPCO's transmission systems that are
currently provided by Alliant Energy Corporate Services through the use of the
SOC; and
WHEREAS, after ATCLLC's Operations Date (currently expected to be January
1, 2001) Alliant Energy Corporate Services, as agent for WPL, will need to
obtain certain services to operate WPL's 34.5 kV facilities in Wisconsin that
are currently provided by Alliant Energy Corporate Services through the use of
the SOC; and
WHEREAS, Alliant Energy Corporate Services believes that ATCLLC will be
qualified on the Operations Date to perform such services.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein, the parties hereto mutually agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS, GENERALLY
Unless defined in Section 1.2 of this Agreement, the definition of each
defined term used in this Agreement shall be the same as the definition for that
term set forth in the OATT, the Operating Agreement of ATCLLC, or the Asset
Contribution Agreement between the Parties.
1.2 SPECIAL DEFINITIONS
The following defined terms used in this Agreement and attached Schedules
shall be defined as set forth below:
1.2.1 BLACKSTART SERVICES
"Blackstart Services" shall be as defined in Section 4.5 of this
Agreement and as further described in Schedules A and B.
1.2.2 CONTROL AND OPERATION SERVICES
"Control and Operation Services" shall be as defined in Section 4.3
and as further described in Schedules A and B to this Agreement.
1.2.3 DDC EAST
"DDC East" shall mean the Alliant Energy Corporate Services' East
Distribution Dispatch Center in Janesville, Wisconsin.
1.2.4 DDC WEST
"DDC West" shall mean the Alliant Energy Corporate Services' West
Distribution Dispatch Center in Cedar Rapids, Iowa.
1.2.5 DISTRIBUTION SYSTEM
"Distribution System" shall mean the equipment, facilities, and
interconnection equipment owned or controlled by a local distribution
company, interconnected to the Transmission System or the East 34.5 kV
Facilities, and used to deliver power and energy to end users. Distribution
System includes transformers, switches and feeders with an operating
voltage of less than 50 kilovolts. The Distribution System shall also
include the transmission voltage on the high side of the distribution
transformer and its dedicated high side device, if present, which may be
greater than 50 kilovolts, up to the boundary with the Transmission System
delineated by the load-side of the high-side disconnecting device of the
distribution transformer. The Distribution System does not include the East
34.5 kV Facilities.
1.2.6 EAST 34.5 KV FACILITIES
"East 34.5 kV Facilities" shall mean the physical facilities and
equipment for the distribution of electric energy , operated at a nominal
voltage of 34.5 kV and owned and maintained by WPL after the Operations
Date.
1.2.7 EAST 34.5 KV SYSTEM
"East 34.5 kV System" includes the system of facilities for the
distribution of electric energy services which is operated at a nominal
voltage of 34 kV and owned and maintained by WPL or its designee after the
Operations Date.
1.2.8 EMERGENCY RESPONSE SERVICES
"Emergency Response Services" shall mean those services as described
in Sections 4.4 and 5.3 and Schedules A and B of this Agreement.
1.2.9 FOREIGN UTILITIES
"Foreign Utilities" shall mean those utilities that directly connect
to Distribution or Transmission Systems.
1.2.10 GOOD CAUSE
"Good Cause" shall mean (i) misconduct that is or could be materially
detrimental to Alliant Energy Corporate Services or ATCLLC, (ii) breach of
a material provision of any agreement to which Alliant Energy Corporate
Services is a party; (iii) the commission of one or more acts which
constitute an indictable crime under United States Federal, state, or local
law, or (iv) the failure to substantially perform work-related duties.
1.2.11 GOOD UTILITY PRACTICE
"Good Utility Practice" shall mean any of the practices, methods and
acts engaged in or approved by a significant portion of the electric
utility industry during the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of
the facts known at the time the decision was made, could have been expected
to accomplish the desired result at a reasonable cost consistent with good
business practices, reliability, safety and expedition. Good Utility
Practice is not intended to be limited to the optimum practice, method or
act to the exclusion of all others, but rather is intended to include
acceptable practices, methods, or acts generally accepted in the region.
1.2.12 KEY PERSONNEL
"Key Personnel" shall mean individuals employed by ATCLLC in the
positions of managers and supervisors and who are designated as the
individuals directly responsible for supervising or managing work to be
performed or services to be provided under this Agreement.
1.2.13 OPEN ACCESS SAME-TIME INFORMATION SYSTEM
"Open Access Same-time Information System" or "OASIS" shall mean a
nation-wide electronic bulletin board communications system that is
required for transmission service reservations.
1.2.14 OASIS SERVICES
"OASIS Services" shall be as described in Section 4.6 of this
Agreement and as further described in Schedules A and B.
1.2.15 OPEN ACCESS TRANSMISSION TARIFF
"Open Access Transmission Tariff " or "OATT" shall mean the open
access transmission tariff of the Transmission Provider on file with the
FERC.
1.2.16 OPERATIONS DATE
"Operations Date" shall mean January 1, 2001 or such later date on
which ATCLLC receives the necessary approvals, and commences operations.
1.2.17 PARTY
"Party" shall mean either Alliant Energy Corporate Services or ATCLLC.
1.2.18 PARTIES
"Parties" shall mean both Alliant Energy Corporate Services and
ATCLLC.
1.2.19 PROTOCOLS
"Protocols" shall mean the procedures and requirements set forth in
Schedules A and B of this Agreement.
1.2.20 SERVICES
"Services" shall mean Black Start Services, Control and Operation
Services, Emergency Response Services, and OASIS Services.
1.2.21 SOC
"SOC" shall mean the ATCLLC System Operations Center (SOC) near
Stoughton, Wisconsin or its designated back up facility.
1.2.22 TECHNOLOGY
"Technology" shall mean any ideas, know-how, inventions, developments,
discoveries, trade secrets, processes, technical information, and
improvements relating in any way to the Services, including without
limitations, machines, manufactures, methods, techniques, systems, computer
software and documentation, data and information (including, but not
limited to, maintenance records, reports, training materials, findings,
charts, tables and diagrams) (irrespective of whether in human or
machine-readable form), works of authorship, and products, whether or not
patentable, copyrightable, or susceptible to any other form of protection
and whether or not reduced to practice, and whether or not described in
writing.
1.2.23 TRANSMISSION FACILITIES
"Transmission Facilities" shall mean the physical facilities and
equipment for the transmission of electric energy and ancillary services,
operated at a nominal voltage of 69 kV and above that are owned by IPC or
IES after the Operations Date, or that IPC and IES are contractually
obligated to operate pursuant to an agreement or agreements with CIPCO.
1.2.24 TRANSMISSION PROVIDER
"Transmission Provider" shall mean Alliant Energy Corporate Services
and its successors and assigns.
1.2.25 TRANSMISSION SYSTEM
"Transmission System" shall mean the system of facilities for the
transmission of electric energy and ancillary services which is operated at
a nominal voltage of 69KV and above and that are owned by IPC or IES after
the Operations Date, or that IPC and IES are contractually obligated to
operate pursuant to an agreement or agreements with CIPCO.
2. TERM
2.1 TERM OF AGREEMENT
Subject to Article 3, this Agreement as it relates to Services provided for
the Transmission Facilities or the Transmission System shall be effective from
the date of its execution or the Operations Date, whichever is earlier, and
shall continue in effect for an initial term through the day before the second
anniversary of the Operations Date. Subject to Article 3, this Agreement as it
relates to Services provided for the East 34.5 kV Facilities or the East 34.5 kV
System shall be effective from the date of its execution or the Operations Date,
whichever is earlier, and shall continue in effect for an initial term through
the day before the third anniversary of the Operations Date.
2.2 EXTENSION
For Services provided under this Agreement for the Transmission Facilities
or Transmission System, this Agreement shall automatically renew for subsequent
one year terms unless either Party provides written notice of its intent not to
renew the Agreement with respect to such Services at least six months prior to
the end of the then-current term. For Services provided under this Agreement for
the East 34.5 kV Facilities or the 34.5 kV System, this Agreement shall
automatically renew for subsequent two year terms unless either Party provides
written notice of its intent not to renew the Agreement with respect to such
Services at least twenty-four months prior to the end of the then-current term.
3. REQUIRED REGULATORY APPROVALS
The effectiveness of this Agreement is hereby expressly conditioned upon
the receipt by Alliant Energy Corporate Services and ATCLLC of all permits,
regulatory authorizations and regulatory approvals that shall be required by the
parties to enter into and perform their obligations under this Agreement in a
form acceptable in the reasonable judgment of the Party affected thereby.
4. RESPONSIBILITIES OF ATCLLC
4.1 SCOPE OF SERVICES
(a) ATCLLC shall perform, or cause to be performed, the Services in
accordance with the terms, conditions and procedures specified in this Agreement
and the Protocols.
(b) ATCLLC shall be the exclusive provider of the Services during the term
of this Agreement.
(c) Alliant Energy Corporate Services shall have the right, upon
reasonable notice, to request ATCLLC to provide any of the Services relating to
the Transmission System or the East 34.5 kV System that may be necessary or
appropriate, in accordance with Good Utility Practice, for the term of this
Agreement.
(d) ATCLLC shall have no obligation to provide any services other than the
Services, except as may be agreed to by Alliant Energy Corporate Services and
ATCLLC.
4.2 PERFORMANCE STANDARDS
(a) In meeting its responsibilities hereunder, ATCLLC shall at all times
follow Good Utility Practice, and the requirements of this Agreement, including
the Protocols.
(b) ATCLLC shall provide the Services in accordance with Alliant Energy
Corporate Services' direction as necessary to give effect to Alliant Energy
Corporate Services policies, plans and business decisions but ATCLLC shall be
responsible for determining the manner of performance and for supervision of the
work specified by Alliant Energy Corporate Services or its duly authorized
designee. With respect to performance of the Services, should ATCLLC object to
following the Protocols, specifications, or directives of Alliant Energy
Corporate Services on any basis, ATCLLC shall nonetheless follow such Protocols,
directives, and specifications. Where, in the judgment of ATCLLC, following the
specifications or directives of Alliant Energy Corporate Services would pose a
substantial risk to property or human safety, ATCLLC shall, where time permits,
notify a representative of Alliant Energy Corporate Services and seek relief
from the Protocol, specification or directive. Where ATCLLC does not have time
to notify an Alliant Energy Corporate Services representative and obtain relief,
ATCLLC may take reasonable steps to mitigate the risk of damage to property or
risk to human safety. In any non-emergency case in which ATCLLC objects to
following the Protocols, directives or specifications of Alliant Energy
Corporate Services, its Key Personnel shall so notify Alliant Energy Corporate
Services in writing or confirm oral notice in writing. ATCLLC may, where it has
given the notice required in this Section, subsequently address its objections
under the dispute resolution process set forth in Article 8 of this Agreement.
(c) Except as directed by Alliant Energy Corporate Services, ATCLLC shall
make good faith efforts to maintain the pre-Agreement quality and timeliness of
the Services in accordance with Good Utility Practice. This requirement is
subject to Alliant Energy Corporate Services' provision to ATCLLC of adequate
information regarding Alliant Energy Corporate Services' pre-Agreement
performance of the Services.
(d) In providing the Services, ATCLLC shall, except as directed by Alliant
Energy Corporate Services, continue to seek to preserve the useful life of the
Transmission Facilities and East 34.5 kV Facilities.
(e) ATCLLC shall not be deemed to have failed to adequately perform a
specific Service under this Agreement where (i) ATCLLC has performed the
specific Service in accordance with Good Utility Practice, the Protocols, or any
directive, specification, procedure or policy of Alliant Energy Corporate
Services; or (ii) where its ability to adequately perform a specific Service was
constrained by an Alliant Energy Corporate Services-imposed limitation on that
specific Service to which limitation ATCLLC objected in writing, or if orally,
confirmed in writing by Key Personnel, at such time as the effect of the
restraint became known.
(f) If Alliant Energy Corporate Services discovers that any Services
performed fail to conform to this Agreement, ATCLLC shall, at Alliant Energy
Corporate Services' option, promptly correct or re-perform such non-conforming
Services so that they conform to this Agreement. ATCLLC shall perform its
remedial obligations hereunder in a timely manner consistent with Alliant Energy
Corporate Services' reasonable requirements. If ATCLLC repeatedly fails, or is
unable, to remedy such non-conforming Services during a period consistent with
Alliant Energy Corporate Services' reasonable requirements, Alliant Energy
Corporate Services may undertake to remedy the non-conforming Services and in
such case ATCLLC shall reimburse Alliant Energy Corporate Services for any
reasonable costs incurred thereby. This subsection shall be in addition to any
other remedies provided by this Agreement or available at law or equity.
(g) ATCLLC shall conduct its activities under this Agreement and the
Protocols so as to minimize the number, extent and duration of outages,
consistent with Good Utility Practice and the avoidance of incurring imprudent
cost.
(h) Except as otherwise directed by Alliant Energy Corporate Services, and
subject to the requirements of Section 5.6(c), ATCLLC shall perform the Services
in accordance with (i) standards and procedures necessary to preserve coverages
under all insurance policies applicable to the Transmission System and the East
34.5 kV System and (ii) the procedures required to preserve all applicable
manufacturers' warranties.
4.3 CONTROL AND OPERATION SERVICES
(a) Except as specifically provided in this Agreement or in the Protocols,
ATCLLC shall provide Control and Operation Services for all Transmission
Facilities and East 34.5 kV Facilities.
(b) Except where the Protocols specifically provide that one or more of
the activities listed in this Subsection are to be undertaken by Alliant Energy
Corporate Services, "Control and Operation Services" shall mean the remote
oversight, monitoring and control of the Transmission System and the East 34.5
kV System, from the SOC or its designated backup facility, utilizing specialized
computer equipment and software such as an Energy Management System, and shall
specifically include:
(i) coordinating, scheduling and directing all planned switching
needed to accommodate maintenance work on the Transmission Facilities and
the East 34.5 kV Facilities.
(ii) directing unplanned and emergency field switching of the
Transmission Facilities and East 34.5 kV Facilities.
(iii)directing Alliant Energy Corporate Services field personnel to
investigate system anomalies.
(iv) directing all other control and operation activities under the
terms and conditions of this Agreement and consistent with the Protocols.
(v) performing security analysis of the Transmission System and the
East 34.5 kV System. This includes the performance and evaluation of the
advanced security applications on the EMS, including state estimation,
powerflow, and contingency analysis.
(vi) meeting, consistent with Good Utility Practice, Transmission
System operating security limits as established by Alliant Energy Corporate
Services or returning the Transmission System within these security limits
should contingencies or events force the system outside of those limits.
(vii) monitoring voltage, line flows, circuit breaker status, and
transformer tap positions);
(viii) remotely controlling devices in the field such as circuit
breakers, transformer taps, circuit switchers, and other devices;
(ix) administering switching and hold carding procedures in the
control center;
(x) planning, scheduling and directing Transmission Facility and East
34.5kV Facility outages and assisting in prioritizing the use of field
personnel in the restoration of the Transmission System and the East 34.5
kV System during emergencies;
(xi) processing, including granting or denying, transmission service
requests;
(xii) alarm processing;
(xiii) directing load-shedding;
(xiv) communicating with field personnel via radio or other means as
necessary to perform the activities listed in this Subsection; and
(xv) record keeping associated with the activities listed in this
Subsection as dictated by Good Utility Practice or as otherwise requested
by Alliant Energy Corporate Services.
(c) ATCLLC shall provide Alliant Energy Corporate Services with such
access to the SOC, including remote electronic access to the SOC's Energy
Management System (EMS), that may be necessary in accordance with Good Utility
Practice for Alliant Energy Corporate Services to safely and reliably carry out
its duties as a Transmission Provider. Alliant Energy Corporate Services shall
abide by FERC standards and requirements for any transmission information
obtained by Alliant Energy Corporate Services' access to the SOC or the SOC's
EMS.
(d) ATCLLC shall maintain an organization and personnel to support the
reliable operation of the EMS in the course of provision of the Services. Such
support shall include, but is not limited to: installation and maintenance of
EMS software; installation and maintenance of EMS hardware; modification,
maintenance and upgrades to EMS databases and displays; and the replacement or
upgrade of existing EMS software or hardware. ATCLLC shall seek Alliant Energy
Corporate Services' approval prior to initiating any software or hardware
replacements or upgrades that directly impact the Transmission System, the
Distribution System, or the East 34.5 kV System. Alliant Energy Corporate
Services shall not unreasonably withhold or delay such approval, nor condition
approval in a fashion which compromises ATCLLC's obligations with respect to
operation of its transmission system from the SOC or designated SOC back-up
facility.
4.4 EMERGENCY RESPONSE SERVICES
(a) ATCLLC shall maintain an organization and personnel sufficient to
provide Alliant Energy Corporate Services Emergency Response Services 24-hours
per day, seven days per week pursuant to and consistent with this Agreement and
the Protocols. Communications between the Parties necessary for ATCLLC to
perform Emergency Response Services shall be made using the method or methods
consistent with Good Utility Practice at the time the communication takes place.
(b) ATCLLC shall make timely reports to Alliant Energy Corporate Services
about a emergency conditions, including timely reports of the actions ATCLLC
directs in response to and in anticipation of emergency conditions and timely
reports of progress made in responding to emergency conditions.
(c) ATCLLC shall work closely with Alliant Energy Corporate Services to
coordinate communications with Alliant Energy Corporate Services' customers,
public agencies and the media about emergency conditions and service restoration
efforts.
(d) In its performance of Emergency Response Services, ATCLLC shall take
prompt and timely action, consistent with Good Utility Practice, to prevent or
minimize damage to the Transmission System and the East 34.5 kV System and to
facilitate restoration of service. ATCLLC shall seek approval of such actions as
required by Alliant Energy Corporate Services, time and system conditions
permitting. Such approval may be in the form of the emergency response plan
agreed to by Alliant Energy Corporate Services and ATCLLC.
4.5 BLACKSTART SERVICES
(a) ATCLLC shall initiate, when appropriate, the Blackstart plan relating
to the Transmission System.
(b) Prior to initiating such Blackstart plan, ATCLLC shall notify Alliant
Energy Corporate Services at the DDC West.
(c) If requested by Alliant Energy Corporate Services, ATCLLC shall, as
part of the Services, assist Alliant Energy Corporate Services in the
development of a Blackstart plan relating to the Transmission System.
4.6 OASIS SERVICES
ATCLLC shall be responsible for inserting and extracting Transmission
System data to and from the Alliant Energy OASIS node as an agent of Alliant
Energy in conformance with the policy and direction of Alliant Energy Corporate
Services, and shall administer the OATT as it applies to the Transmission System
for Alliant Energy Corporate Services. Administration of the OATT shall include
authorizing and refusing requests for transmission service on the Transmission
System in conformance with Alliant Energy Corporate Services' policies and
direction and applicable rules and regulations of the Federal Energy Regulatory
Commission. ATCLLC shall prepare documentation that will allow Alliant Energy
Corporate Services to invoice its transmission customers for the transmission
service provided on the Transmission System.
4.7 ATCLLC RESOURCES
(a) ATCLLC shall maintain and manage the organizational and physical
resources needed to perform the Services.
(b) ATCLLC shall maintain an organization and personnel, including
contractors if necessary, capable of performing the Services in a cost effective
manner. Qualifications for Key Personnel assigned to manage the performance of
Services shall be available to Alliant Energy Corporate Services at any
reasonable time. Alliant Energy Corporate Services shall have the right to
interview the Key Personnel proposed by ATCLLC to manage the performance of
Services and to reject such Key Personnel for Good Cause at any time during the
term of this Agreement.
(c) ATCLLC shall maintain and manage the equipment, spare parts, materials
and supplies needed to perform the Services as required by this Agreement.
4.8 COST ESTIMATES
(a) As soon as possible before the anticipated Operations Date, and
thereafter at least 90 days before the beginning of each year throughout the
term of this Agreement, ATCLLC shall submit in writing to Alliant Energy
Corporate Services, for Alliant Energy Corporate Services' review and approval,
which approval shall not be unreasonably withheld or delayed, a good faith
estimate of the anticipated calendar-year expenditures for the Services .
(b) The cost estimates shall include the information, and follow the
format, normally used by ATCLLC in the preparation of cost estimates for the
operation of its Transmission System.
4.9 REPORTS
(a) As part of the Services, ATCLLC shall prepare and submit the reports
described in this Section. Such reports and data shall be provided to Alliant
Energy Corporate Services without restriction, and are subject to the
confidentiality provisions of Section 15.7 of this Agreement.
(b) Within 30 days after the end of each month in which Services are
provided, ATCLLC will provide Alliant Energy Corporate Services with reports and
data describing Transmission System and East 34.5 kV System operation and
reliability as specified by Alliant Energy Corporate Services.
(c) ACTLLC shall prepare such other reports, and provide such other
information, as Alliant Energy Corporate Services may request regarding the
Services.
4.10 TRAINING
(a) As part of the Services, ATCLLC shall train its employees and agents
appropriately to carry out its responsibilities to Alliant Energy Corporate
Services under this Agreement. Upon request, ATCLLC shall provide Alliant Energy
Corporate Services the training materials, and the course materials used by
ATCLLC in any training programs conducted pursuant to this Section.
(b) As part of the Services, ATCLLC shall provide training sessions to
familiarize Alliant Energy Corporate Service employees or agents with the
processes and procedures developed by ATCLLC during the term of this Agreement
for provision of the Services. ATCLLC shall provide such training sessions at
such times and locations, to such audiences, and with such content, as may be
appropriate and requested by Alliant Energy Corporate Services.
4.11 REAL-TIME DATA AND INFORMATION SHARING
ATCLLC shall provide all real-time data and information relating to the
Services as deemed necessary or appropriate by Alliant Energy Corporate Services
and consistent with Good Utility Practice. Alliant Energy Corporate Services
shall abide by all FERC standards and requirements that may apply to the use of
such information.
4.12 CONTRACTS WITH THIRD PARTIES.
Alliant Energy Corporate Services acknowledges that ATCLLC may enter into
contracts with third parties to perform some of the Services. All such
third-party contracts shall be subject to the following provisions.
(a) ATCLLC may enter into contracts with qualified third parties for the
provision of Services, provided that ATCLLC obtains Alliant Energy Corporate
Services' prior written approval of all proposed contractors and contracts under
which the amounts payable are reasonably expected to exceed $100,000 annually,
which approval Alliant Energy Corporate Services shall not unreasonably withhold
or delay.
(b) ATCLLC may not split any contracts to avoid the $100,000 approval
threshold.
(c) ATCLLC shall pass all invoices it receives for third-party contract
work used to provide Services under this Agreement directly through to Alliant
Energy Corporate Services, with no additional charges or markups, except as may
be specifically authorized under this Agreement.
5. RESPONSIBILITIES OF ALLIANT ENERGY CORPORATE SERVICES
5.1 GENERAL
During the term of this Agreement, Alliant Energy Corporate Services shall,
at its cost and expense, perform or provide the following at the times required
to support the provision of the Services:
(a) Alliant Energy Corporate Services shall, with the concurrence and
assistance of ATCLLC as may be necessary or appropriate, procure and
maintain in effect all permits, certificates and licenses needed for
the operation of the Transmission Facilities and the East 34.5 kV
Facilities.
(b) Alliant Energy Corporate Services shall provide ATCLLC with the
information, oversight and direction, access to land, use of existing
facilities or equipment owned or controlled by Alliant Energy
Corporate Services that ATCLLC may need to fulfill ATCLLC's
responsibilities under this Agreement, including the Protocols.
(c) Alliant Energy Corporate Services shall limit dissemination of any
information obtained from ATCLLC, in connection with the performance
of the Services, to the energy marketing personnel of Alliant Energy
Corporate Services, or any other entity, as necessary to comply with
FERC standards and requirements governing access to transmission
information.
(d) Alliant Energy Corporate Services shall maintain and manage the
personnel, third party contractors, and physical resources needed to
respond to ATCLLC switching and other directions from ATCLLC that
ATCLLC is authorized or required to give under the terms and
conditions of this Agreement, including the Protocols.
5.2 CONTROL AND OPERATION SERVICES
(a) Except as specifically provided in this Agreement or in the Protocols,
Alliant Energy Corporate Services shall provide all Control and Operation
Services for the Distribution System.
(b) Alliant Energy Corporate Services shall be responsible for providing
all the field personnel and the field supervision necessary to perform the
planned, unplanned and emergency field switching of Transmission Facilities and
the East 34.5 kV Facilities as directed by ATCLLC in its provision of the
Services. Alliant Energy Corporate Services shall perform switching and related
activities in a safe and reliable manner, consistent with Good Utility Practice,
and shall promptly respond to the directives of ATCLLC with respect to these
activities.
5.3 EMERGENCY RESPONSE SERVICES
(a) Alliant Energy Corporate Services shall maintain an organization and
field personnel sufficient to provide prompt response 24-hours per day, seven
days per week, and as necessary to enable ATCLLC to comply with the requirements
of this Agreement, including the Protocols. In carrying out such field work,
communications between the Parties necessary for ATCLLC to perform Emergency
Response Services shall be made using the method or methods consistent with Good
Utility Practice at the time the communication takes place.
(b) Alliant Energy Corporate Services shall provide all field work as
needed for response, repairs, and reporting related to emergency conditions.
(c) Alliant Energy Corporate Services shall make timely reports to ATCLLC
about emergency conditions, including timely updates as to actions taken by
Alliant Energy Corporate Services at ATTLLC's direction in response to and in
anticipation of emergency.
(d) Alliant Energy Corporate Services shall monitor adverse weather
conditions and anticipated adverse weather conditions for the purpose of
maintaining adequate Alliant Energy Corporate Services field personnel to
respond to adverse weather conditions.
(e) Alliant Energy Corporate Services shall have ultimate responsibility
for communications with Alliant Energy Corporate Services customers, public
agencies and the media regarding emergency conditions and service restoration
efforts. Alliant Energy Corporate Services shall, to the extent practicable,
provide ATCLLC with advance notice of the intended substance and timing of
communications with the media and public agencies regarding emergency conditions
and service restoration efforts.
5.4 BLACKSTART SERVICES
(a) Alliant Energy Corporate Services shall be responsible for contacting
and placing into service all managers and field personnel who are needed to
implement the Blackstart plan.
(b) Alliant Energy Corporate Services is solely responsible for the
adequacy of the Blackstart plan.
5.5 TRAINING
(a) Alliant Energy Corporate Services shall train its employees and agents
to carry out Alliant Energy Corporate Services' responsibilities under this
Agreement, including those set forth in the Protocols.
(b) Alliant Energy Corporate Services will provide training to ATCLLC
employees and agents as requested by ATCLLC and as appropriate to promote
ATCLLC's provision of the Services in a safe and reliable manner. Such training
shall include, but is not necessarily limited to, training relating to the
facilities, policies, procedures, operating standards, safety practices, and
tariffs of Alliant Energy Corporate Services.
5.6 PERFORMANCE STANDARDS
(a) In meeting its responsibilities hereunder, Alliant Energy Corporate
Services shall at all times follow Good Utility Practice and the requirements of
this Agreement, including the requirements of the Protocols.
(b) Alliant Energy Corporate Services shall conduct its activities under
this Agreement and the Protocols so as to minimize the number, extent and
duration of outages, consistent with Good Utility Practice and the avoidance of
incurring imprudent cost.
(c) Alliant Energy Corporate Services shall make ATTLLC aware of all (i)
standards and procedures necessary to preserve coverages under all insurance
policies applicable to the Transmission Facilities and the East 34.5 kV
Facilities and (ii) the procedures required to preserve all applicable
manufacturers' warranties.
5.7 REAL-TIME DATA AND INFORMATION SHARING
Alliant Energy Corporate Services shall provide all real-time data and
information to ATCLLC as ATCLLC deems necessary or appropriate and consistent
with Good Utility Practice.
6. COMPENSATION OF ATCLLC
6.1 COMPENSATION
As full and complete compensation for ATCLLC's provision of the Services,
Alliant Energy Corporate Services shall pay ATCLLC all of the reasonable direct
and indirect costs incurred by ATCLLC in performing such Services. Direct and
indirect costs include but are not limited to labor costs with loadings which
shall include labor costs for tasks such as recording costs and invoicing
Alliant Energy Corporate Services and the cost of materials and supplies; return
of and on the cost of property employed; and payments to contractors, plus all
overheads directly associated with any and all of these costs.
6.2 METHODS OF CALCULATING THE COMPENSATION DUE
The methods and procedures for determining, recording, allocating, billing
and auditing of ATCLLC's costs are set forth in Schedule C hereto.
6.3 BILLING AND PAYMENT
ATCLLC shall provide invoices to Alliant Energy Corporate Services each
month, setting forth the costs incurred by ATCLLC during the previous month to
provide the Services, and identifying costs accrued for Services by ATCLLC
during the previous month, which accrued costs will be invoiced at a later date.
Alliant Energy Corporate Services shall pay each invoice within 15 days of
receipt from ATCLLC. Billing and payment disputes that cannot be resolved in the
normal course of business shall be resolved using the dispute resolution
procedures described in Article 8.
6.4 AUDITS AND ADJUSTMENTS
ATCLLC shall maintain and retain for such time as Alliant Energy Corporate
Services may reasonably direct, but not for longer than six years, the books and
other records needed to document the costs ATCLLC incurs as a result of
fulfilling its obligations under this Agreement. ATCLLC shall respond to any
reasonable request from Alliant Energy Corporate Services for information
related to a cost charged by ATCLLC to Alliant Energy Corporate Services by
providing Alliant Energy Corporate Services the information reasonably needed by
Alliant Energy Corporate Services to verify the cost in question. From time to
time, Alliant Energy Corporate Services may conduct, and ATCLLC shall permit
Alliant Energy Corporate Services to conduct or cause to be conducted by its
authorized agents, at Alliant Energy Corporate Services' expense, audits of the
books and records of ATCLLC that relate to the Services provided under this
Agreement. Such audits will be conducted at reasonable, mutually agreed upon
times, provided that Alliant Energy Corporate Services must contest invoices
within one year of receipt and must complete any audit relating to a contested
invoice within a reasonable period of time thereafter. Any adjustment identified
to be made as a result of an audit and that is payable under Section 5 of
Schedule C shall be made to the billing statement next issued following the
conclusion of the audit.
7. OWNERSHIP
For the purpose of this Agreement:
(a) Rights in Alliant Energy Corporate Services Independently Developed
Technology: Any Technology prepared, developed or acquired solely by the Alliant
Energy Corporate Services shall be owned solely by Alliant Energy Corporate
Services (hereinafter, "Alliant Energy Corporate Services Owned Technology").
Except as provided for herein, nothing herein shall imply a license in the
Alliant Energy Corporate Services Owned Technology.
(b) Rights In ATCLLC Independently Developed Technology: Any Technology
prepared, developed or acquired solely by ATCLLC shall be owned solely by ATCLLC
(hereinafter, "ATCLLC Owned Technology"). Except as provided for herein, nothing
herein shall imply a license in the ATCLLC Owned Technology.
(c) Rights In Jointly Developed Technology: Any Technology jointly
prepared, developed or acquired by the Alliant Energy Corporate Services and
ATCLLC, shall be jointly owned (hereinafter, "Joint Technology"). The ownership
rights granted under this paragraph shall be limited to the Joint Technology
only and, except as provided for herein, does not grant any rights, license or
otherwise in either the Alliant Energy Corporate Services Owned Technology or
ATCLLC Owned Technology that may be necessary to utilize the Joint Technology.
(d) Grant Of Rights In Alliant Energy Corporate Services Owned Technology:
To the extent any Alliant Energy Corporate Services Owned Technology is needed
by ATCLLC in furtherance of performing the Services or any aspect thereof, the
Alliant Energy Corporate Services hereby grants to ATCLLC a full and complete,
world-wide, royalty-free, fully paid-up, non-exclusive license to use, without
the right to grant sublicenses, the Alliant Energy Corporate Services Owned
Technology.
(e) Grant Of Rights In Background ATCLLC Technology: To the extent that
background or underlying technology of ATCLLC used by ATCLLC in its performance
of Services hereunder is required by Alliant Energy Corporate Services to make
use of Alliant Energy Corporate Services Owned Technology or the Joint
Technology in order to operate the Transmission Facilities, ATCLLC hereby grants
to the Alliant Energy Corporate Services a full and complete, world-wide,
royalty-free, fully paid-up, non-exclusive license to use the background or
underlying technology of the ATCLLC, after the expiration of this Agreement but
only for the purposes and to the extent used during the term of this Agreement,
without the right to grant sublicenses.
(f) Shared Rights in Joint Technology: Alliant Energy Corporate Services
and ATCLLC shall retain perpetually full and complete rights to (e.g., make, use
or sell) the Joint Technology. Neither party may assign or otherwise transfer
any rights in the Joint Technology, by license or otherwise, to the detriment of
the other.
8. DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Agreement shall be
resolved according to the dispute resolution procedures set forth in Exhibit B
to the Operating Agreement of American Transmission Company LLC.
9. FORCE MAJEURE
(a) Neither Party shall be responsible or liable, or deemed in breach
hereof, to the extent the performance of its respective obligations hereunder is
prevented or delayed due solely to circumstances beyond the reasonable control
and without the fault or negligence of the party experiencing such impediment to
performance, including but not limited to acts of God; war; riots; strikes,
lockouts or other labor disturbances; labor or material shortages; actions or
failures to act on the part of governmental authorities preventing or delaying
performance; inability despite due diligence to obtain required licenses; or
fire (such causes hereinafter called "Force Majeure").
(b) The Party experiencing the Force Majeure shall exercise due diligence
in endeavoring to overcome any Force Majeure impediment to its performance, but
settlement of its labor disturbances shall be entirely within its discretion.
The Party experiencing the Force Majeure shall promptly give written
notification to the other Party. This written notification shall include a full
and complete explanation of the Force Majeure and its cause, the status of the
Force Majeure, and the actions such Party is taking and proposes to take to
overcome the Force Majeure. Alliant Energy Corporate Services shall have the
right, upon written notice to ATCLLC, to obtain alternate contractors to perform
the Services during any event of Force Majeure that prevents or delays ATCLLC's
performance hereunder if the Force Majeure has or, in Alliant Energy Corporate
Services' reasonable judgment, threatens to have an adverse effect on Alliant
Energy Corporate Services' ability to conduct its operations.
10. LIMITATION ON LIABILITY
With respect to claims by and between the Parties under this Agreement, the
measure of damages at law or in equity in any action or proceeding shall be
limited to direct actual damages only, such direct actual damages shall be the
sole and exclusive remedy and all other remedies or damages at law or in equity
are waived and neither Party shall be liable in statute, contract, in tort
(including negligence), strict liability, warranty or under any other legal
theory or otherwise to the other Party, its agents, representatives, and/or
assigns, for any special, incidental, punitive, exemplary or consequential loss
or damage whatsoever, including, but not limited to, loss of profits or revenue
on work not performed, for loss of use of or under-utilization of the other
Party's facilities, loss of use of revenues, attorneys' fees, litigation costs,
or loss of anticipated profits, resulting from either Party's performance or
non-performance of an obligation imposed on it by this Agreement, without regard
to the cause or causes related thereto, including the negligence of any party.
The Parties expressly acknowledge and agree that this limitation shall apply to
any claims for indemnification under Article 11 of this Agreement. The
provisions of this section shall survive the termination or expiration of this
Agreement.
11. INDEMNITY
(a) ATCLLC's Indemnification. Subject to the provisions of Article 10,
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ATCLLC shall indemnify, hold harmless and defend Alliant Energy Corporate
Services, and its officers, directors, employees, affiliates, managers, members,
trustees, shareholders, agents, contractors, subcontractors, affiliates'
employees, invitees and successors, from and against any and all claims,
demands, suits, obligations, payments, liabilities, costs, losses, judgments,
damages and expenses (including the reasonable costs and expenses of any and all
actions, suits, proceedings, assessments, judgments, settlements, and
compromises relating thereto, reasonable attorneys' and expert fees and
reasonable disbursements in connection therewith) for damage to property, injury
to any person or entity, or death of any individual, including Alliant Energy
Corporate Services' employees and affiliates' employees, ATCLLC's employees, or
any other third parties, to the extent caused wholly or in part by any act or
omission, negligent or otherwise, by ATCLLC or its officers, directors,
employees, managers, members, agents, contractors, subcontractors and invitees
arising out of or connected with ATCLLC's performance or breach of this
Agreement, or the exercise by ATCLLC of its rights hereunder; provided, however,
that the provisions of this Section shall not apply if any such injury, damage
or death is held to have been caused by the negligence or intentional wrongdoing
of Alliant Energy Corporate Services, its agents, managers, or employees. In
furtherance of the foregoing indemnification and not by way of limitation
thereof, ATCLLC hereby waives any defense it otherwise might have under
applicable workers' compensation laws.
(b) Alliant Energy Corporate Services' Indemnification. Subject to the
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provisions of Article 10, Alliant Energy Corporate Services shall indemnify,
hold harmless and defend ATCLLC, its parent and its officers, directors,
employees, affiliates, managers, members, trustees, shareholders, agents,
contractors, subcontractors, invitees and successors, from and against any and
all claims, demands, suits, obligations, payments, liabilities, costs, losses,
judgments, damages and expenses (including the reasonable costs and expenses of
any and all actions, suits, proceedings, assessments, judgments, settlements,
and compromises relating thereto, reasonable attorneys' and expert fees and
reasonable disbursements in connection therewith) for damage to property, injury
to any person or entity, or death of any individual, including ATCLLC's
employees and affiliates' employees, Alliant Energy Corporate Services'
employees, or any other third parties, to the extent caused wholly or in part by
any act or omission, negligent or otherwise, by Alliant Energy Corporate
Services or its officers, directors, employees, agents, managers, members,
contractors, subcontractors and invitees arising out of or connected with
Alliant Energy Corporate Services' performance or breach of this Agreement, or
the exercise by Alliant Energy Corporate Services of its rights hereunder;
provided, however, that the provisions of this Section shall not apply if any
such injury, damage or death is held to have been caused by the negligence or
intentional wrongdoing of ATCLLC, its agents or employees. In furtherance of the
foregoing indemnification and not by way of limitation thereof, Alliant Energy
Corporate Services hereby waives any defense it otherwise might have under
applicable workers' compensation laws.
(c) Alliant Energy Corporate Services' Indemnification for CIPCO claims.
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The Parties agree that ATCLLC's liability to third-parties for claims relating
to ATCLLC's provision of Services for any CIPCO Transmission Facilities shall be
no greater than ATCLLC would have if it were providing the Services to CIPCO
under a direct agreement which included force majeure, limitation of liability
and indemnification provisions equivalent to Article 9, Article 10 or Sections
11(a)-(b) of this Agreement. To that end, and notwithstanding anything to the
contrary in Article 10 or Sections 11(a)-(b) of this Agreement, Alliant Energy
Corporate Services shall indemnify, hold harmless and defend ATCLLC, its parent
and its officers, directors, employees, affiliates, managers, members, trustees,
shareholders, agents, contractors, subcontractors, invitees and successors, from
and against any and all claims, demands, suits, obligations, payments,
liabilities, costs, losses, judgments, damages and expenses (including the
reasonable costs and expenses of any and all actions, suits, proceedings,
assessments, judgments, settlements, and compromises relating thereto,
reasonable attorneys' and expert fees and reasonable disbursements in connection
therewith) arising out of or connected with any CIPCO Transmission Facility and
arising out of or connected with (i) either Party's performance or breach of
this Agreement, or; (ii) the exercise by either Party of its rights hereunder.
ATCLLC shall have a right to be indemnified, held harmless and defended under
this subsection (c) only to the extent that the type or amount of relief
asserted against ATCLLC or its parent, officers, directors, employees,
affiliates, managers, members, trustees, shareholders, agents, contractors,
subcontractors, invitees or successors, exceeds the liability ATCLLC would have
if it were providing the Services to CIPCO under a direct agreement which
included force majeure, limitation of liability and indemnification provisions
equivalent to Article 9, Article 10 or Sections 11(a)-(b) of this Agreement. The
provisions of this Section shall not apply if any such injury, damage or death
is held to have been caused by the intentional wrongdoing of ATCLLC, its agents
or employees. Because ATCLLC is a subcontractor of Alliant Energy Corporate
Services with respect to Services ATCLLC provides for any CIPCO Transmission
Facilities, the Parties also agree that ATCLLC liability to CIPCO should not be
any greater than any applicable limitation on Alliant Energy Corporate Services'
liability, as IES's or IPC's agent, to CIPCO. If the liabilities covered by this
subsection (c) would, if asserted against Alliant Energy Corporate Services, be
subject to any provision relating to limitation of liability or damages,
indemnification or force majeure, in any agreement between IES or IPC and CIPCO,
then Alliant Energy Corporate Services shall, in addition to any other
obligations set forth in this subsection (c), hold harmless, indemnify and
defend ATCLLC, its parent and its officers, directors, employees, affiliates,
managers, members, trustees, shareholders, agents, contractors, subcontractors,
invitees and successors, from and against any and all claims, demands, suits,
obligations, payments, liabilities, costs, losses, judgments, damages and
expenses (including the reasonable costs and expenses of any and all actions,
suits, proceedings, assessments, judgments, settlements, and compromises
relating thereto, reasonable attorneys' and expert fees and reasonable
disbursements in connection therewith) for any amounts above and beyond the
amount for which Alliant Energy Corporate Services, as IES's or IPC's agent,
could be liable under such provision(s) in IES's or IPC's agreement with CIPCO.
In furtherance of the foregoing indemnification and not by way of limitation
thereof, Alliant Energy Corporate Services hereby waives any defense it
otherwise might have under applicable workers' compensation laws.
(d) Indemnification Procedures. Any Party seeking indemnification under
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this Agreement shall give the other Party notice of such claim as soon as
practicable but in any event on or before the thirtieth (30th) day after the
Party's actual knowledge of such claim or action. Such notice shall describe the
claim in reasonable detail, and shall indicate the amount (estimated if
necessary) of the claim that has been, or may be sustained by, said Party. To
the extent that the other Party will have been actually and materially
prejudiced as a result of the failure to provide such notice, such notice will
be a condition precedent to any liability of the other Party under the
provisions for indemnification contained in this Agreement. Neither Party may
settle or compromise any claim for which indemnification is sought under this
Agreement without the prior consent of the other Party; provided, however, said
consent shall not be unreasonably withheld or delayed. Each Party's
indemnification obligation will survive expiration, cancellation or early
termination of this Agreement.
12. INSURANCE
(a) The Parties agree to maintain, at their own cost and expense, general
and automobile liability, worker's compensation, and other forms of insurance
relating to their operations for the life of this Agreement in the manner, and
amounts, at a minimum, as set forth below,
(i) Workers' Compensation Insurance in accordance with all applicable
state, federal and maritime law, including Employer's Liability
Insurance in the amount of $1,000,000 per accident;
(ii) Commercial General Liability Insurance, including Contractual
Liability Coverage for liabilities assumed under this Agreement, and
Personal Injury Coverage in the amount of $25,000,000 per occurrence
for bodily injury and property damage. ATCLLC's policy shall include
Alliant Energy Corporate Services as an additional insured and Alliant
Energy Corporate Services' policy shall include ATCLLC as an
additional insured;
(iii) Automobile Liability Insurance for all owned, non-owned, and hired
vehicles with bodily injury limits of no less than $5,000,000 per
person, $5,000,000 per accident; and property damage limits of no less
than $5,000,000 per accident. ATCLLC's policy shall include Alliant
Energy Corporate Services as an additional insured and Alliant Energy
Corporate Services' policy shall include ATCLLC as an additional
insured;
(iv) Either Party may, at its option, self insure all or part of the
insurances required in this Article; provided, however, that the
self-insuring Party submits documentary evidence to the other Party,
upon request, that sufficient assets are available to meet its self
insurance obligations and further, agrees that all other provisions of
this Article, including, but not limited to, waiver of subrogation,
waiver of rights of recourse, and additional insured status, which
provide or are intended to provide protection for the other Party and
its affiliated and associated companies under this Agreement, shall
remain enforceable. A Party's election to self-insure shall not
impair, limit, or in any manner result in a reduction of rights and/or
benefits otherwise available to the other Party and its affiliated and
associated companies through formal insurance policies and
endorsements as specified in the above parts of this Article. The
self-insuring Party agrees that all amounts of self-insurance,
retentions and/or deductibles are the responsibility of and shall be
borne by the self-insuring Party.
(b) Within fifteen (15) days of the Effective Date, and each anniversary
of the Effective Date, during the term of this Agreement, (including any
extensions), each Party shall provide to the other Party, properly executed and
current certificates of insurance with respect to all insurance policies
required to be maintained by such Party under this Agreement. Certificates of
insurance shall provide the following information:
(i) Name of insurance company, policy number and expiration date;
(ii) The coverage required and the limits on each, including the amount of
deductibles or self-insured retentions, which shall be for the account
of the Party maintaining such policy;
(iii) A statement indicating that the other Party shall receive at least
thirty (30) days prior written notice of cancellation or expiration of
a policy, or reduction of liability limits with respect to a policy;
and
(iv) A statement identifying and indicating that additional insureds have
been named as required by this Agreement.
(c) At a Party's request, in addition to the foregoing certifications, the
other Party shall deliver to the first Party a copy of applicable sections of
each insurance policy.
(d) Each Party shall have the right to inspect the original policies of
insurance applicable to this Agreement at the other Party's place of business
during regular business hours.
(e) If any insurance is written on a "claims made" basis, the respective
Party shall maintain the coverage for a minimum of seven years after the
termination of this Agreement.
(f) To the extent permitted by the insurer and commercially reasonable,
each Party shall obtain waivers of subrogation in favor of the other Party from
any insurer providing coverage that is required to be maintained under this
Article 12, except for the coverage required under Section 12(a)(i). A Party
shall not be required to obtain a waiver of subrogation if the other Party is
not able to obtain a waiver of subrogation from its insurance carrier.
13. SUCCESSORS AND ASSIGNS
This Agreement and each and every covenant, term and condition hereof,
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and permitted assigns.
ATCLLC shall not assign its rights or obligations hereunder without express
written approval of Alliant Energy Corporate Services, except it may assign its
rights or obligations to a purchaser (or an affiliate) who will own all or
substantially all of ATCLLC's transmission assets (including the SOC) or equity
interests and who shall then be bound by all of the provisions of this
Agreement. Alliant Energy Corporate Services shall not assign its rights or
obligations hereunder without express written approval of ATCLLC, except it may
assign its rights and obligations relating to Transmission Facilities to a
purchaser (or an affiliate) who will own all or substantially all of the
Transmission Facilities and who shall then be bound by all of the provisions of
this Agreement. Alliant Energy Corporate Services shall not assign its rights or
obligations hereunder without express written approval of ATCLLC, except it may
assign its rights and obligations relating to the East 34.5 kV Facilities to a
purchaser (or an affiliate) who will own all or substantially all of the East
34.5 kV Facilities and who shall then be bound by all of the provisions of this
Agreement.
14. NOTICE
(a) All certificates or notices required hereunder shall be given in
writing and addressed or delivered to the representative(s) specified in this
Agreement. Notices shall be deemed received (i) upon delivery, when personally
delivered; (ii) upon receipt, when sent via registered or certified mail; (iii)
the next business day, when sent via overnight courier; and (iv) upon
transmittal, when sent via facsimile. Copies of all general correspondence
regarding this Agreement shall also be sent to these representative(s).
(b) Notices submitted hereunder shall be directed to the following
individuals:
Notices to ATCLLC:
Attn:
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Notices to Alliant Energy Corporate Services:
Attn:
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(c) Alliant Energy Corporate Services or ATCLLC may change their
respective representative(s) designated to receive notice hereunder by written
notice to the other Party. All correspondence and transmittals between the
Parties shall be executed pursuant to coordination procedures that shall be
developed by the Parties.
15. MISCELLANEOUS
15.1 COMPLIANCE WITH LAWS
Throughout the term of this Agreement, each Party shall perform its
obligations hereunder in compliance with all present and future federal, state
and local statutes, ordinances, rules and regulations, including, but not
limited to those pertaining to human safety, protection of property,
non-discrimination, and protection of the environment.
15.2 ENTIRE AGREEMENT
This Agreement, together with the Schedules, Appendices and Exhibits
attached hereto, is the entire understanding of the Parties regarding the
subject matter hereof, and supersedes all prior oral or written discussions,
negotiations and agreements the Parties may have had with respect to the subject
matter hereof.
15.3 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each
counterpart shall have the same force and effect as the original instrument.
15.4 AMENDMENT
No amendment, modification or waiver of any term hereof shall be effective
unless set forth in a writing signed by both Alliant Energy Corporate Services
and ATCLLC.
15.5 SURVIVAL
All warranties, remedial obligations, indemnities and confidentiality
rights and obligations provided for herein shall survive the cancellation,
expiration or termination hereof.
15.6 INDEPENDENT CONTRACTOR
ATCLLC at all times shall be deemed to be an independent contractor and
none of its employees or the employees of its sub-contractors shall be
considered to be employees of Alliant Energy Corporate Services during the term
of this Agreement. ATCLLC shall have no authority to act on behalf of Alliant
Energy Corporate Services or bind Alliant Energy Corporate Services in any
manner except as expressly set forth in this Agreement. The Parties acknowledge
that neither this Agreement nor any of its provisions are intended to create any
partnership or joint venture between the Parties.
15.7 CONFIDENTIALITY
(a) "Confidential Information", as used in this Section 15.7, shall mean
all information or documentation disclosed or made available by either Party to
the other, including but not limited to correspondence between the Parties,
business plans, financial information, policies and procedures, computer
programs, reports and analyses, or other information which a Party in good faith
designates as "Trade Secrets" as that term is defined in Wis. Stat. ss.
134.90(1)(c).
(b) In consideration of the disclosure by one Party of Confidential
Information to the other Party, the Parties agree that each of them shall
undertake in good faith to accomplish the following additional actions with
respect thereto:
(i) to use the Confidential information for the sole purpose of
fulfilling the obligations of the Parties pursuant to this Agreement;
(ii) to safeguard and hold in strict confidence all Confidential
Information, limiting disclosure of Confidential Information to
employees, contractors or agents who have a need to know;
(iii) to protect Confidential Information from disclosure to
anyone not a party to this Agreement without the prior approval of the
disclosing Party; and
(iv) upon the request of the disclosing Party and in any event
upon cancellation or expiration of this Agreement, to return all
Confidential Information, or to certify that such Confidential
Information has been destroyed.
(c) The restrictions of this Section do not apply to any information which
is already known by the receiving party, possessed by a third party prior to
disclosure, acquired from anyone not a party to this Agreement without
restriction, or which is publicly available.
(d) Each Party retains all right, title and interest in and to any
Confidential Information disclosed by the party hereunder.
(e) In the event that either Party is required by applicable law to
disclose any Confidential Information of the other Party, such party shall
promptly notify the other Party of such requirement and cooperate with the other
Party to protect the Confidential Information from any disclosure not required
by law.
(f) The obligations of this Section shall survive for a period of 3 years
following any expiration or cancellation of this Agreement.
15.8 STANDARDS OF CONDUCT.
If the performance of this Agreement requires either Party to disclose
information about the Transmission System, the Distribution System, or the East
34.5 kV System to the other, the disclosure and further dissemination of such
information shall be subject to any FERC or applicable state standards and
requirements relating to such information.
15.9 NO IMPLIED WAIVERS
The failure of a Party to insist upon or enforce strict performance of any
of the provisions of this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assist or rely upon any
such provisions, rights and remedies in that or any other instance; rather, the
same shall be and remain in full force and effect.
15.10 NO THIRD-PARTY BENEFICIARIES
This Agreement is intended to be solely for the benefit of Alliant Energy
Corporate Services and ATCLLC and their successors and permitted assigns and is
not intended to and shall not confer any rights or benefits on any third party
(other than successors and permitted assigns) not a signatory hereto.
15.11 SEVERABILITY
In the event that any provision of this Agreement is deemed as a matter of
law to be unenforceable or null and void, such unenforceable or void portion of
such provision shall be deemed severable from this Agreement unless the removal
of the unenforceable provision materially alters the obligations of either Party
hereunder. Even if there is a material alteration in the remainder of the
Agreement, the Agreement shall continue in full force and effect as if such
provision was not contained herein., but the Parties shall negotiate in good
faith new provisions in relation to the deleted provision that will to the
extent practicable restore the benefit of the bargain contained in such
provision, and that are consistent with Good Utility Practice.
15.12 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Wisconsin, with the exception of any choice of laws
provisions.
15.13 HEADINGS
The headings set forth herein are inserted for convenience and shall have
no effect on the interpretation or construction of this Agreement.
15.14 AFFILIATE STATUS OF PARTIES
For purposes of Articles 10, 11, and 12, neither ATCLLC nor ATC Management,
Inc. shall be treated as affiliates of Alliant Energy Corporate Services, IES,
IPC, or WPL.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives, effective as of the date first written
above.
AMERICAN TRANSMISSION COMPANY, LLC
BY
--------------------------------------
TITLE
-----------------------------------
ALLIANT ENERGY CORPORATE SERVICES, INC.
BY
--------------------------------------
TITLE
-----------------------------------
SCHEDULE A
The protocols and requirements relating to ATCLLC control and operation of
the Transmission System are attached to and made part of Operating Agreement
Between Alliant Energy Corporate Services, Inc. and American Transmission
Company LLC.
I. DEFINITIONS
-----------
Capitalized words used in this Schedule A and not defined below shall have
the definitions in the Operating Agreement Between Alliant Energy Corporate
Services, Inc. and American Transmission Company LLC (the "Agreement"). The
following defined terms used in this Schedule A shall be defined as set forth
below:
(a) "CBPC" shall mean the Corn Belt Power Cooperative and their successors
and assigns.
(b) "CIPCO" shall mean the Central Iowa Power Cooperative and their
successors and assigns.
(c) "Control Center" shall mean either the SOC or the DDC West.
(d) "EMS" shall mean Energy Management System.
(e) "EOP" shall mean Electric Operating Policy.
(f) "ICCP" shall mean Inter- Control Center Communication Protocol.
(g) "LTC" shall mean the Load Tap Changer.
(h) "REC" shall mean rural electric cooperative.
(i) "RTU" (Remote Terminal Unit) shall mean a device connected by a
communications system to one or more master computers with appropriate software,
placed at various locations to collect data and perform remote control. It may
also perform intelligent autonomous control of electrical systems and report the
results back to the master computer(s).
(j) "SCADA" shall mean Supervisory Control and Data Acquisition.
II. GENERAL
-------
(a) Except as otherwise specifically provided in this Schedule A or the
Agreement, a requirement that the SOC accomplish a task or tasks is the
responsibility of ATCLLC.
(b) Except as otherwise specifically provided in this Schedule A or the
Agreement, a requirement that the DDC West accomplish a task or tasks is the
responsibility of Alliant Energy Corporate Services.
(c) Except as otherwise specifically provided in this Schedule A or the
Agreement, a requirement that a Control Center accomplish a task or tasks under
certain circumstances shall be the responsibility of ATCLLC where the
circumstances require SOC to accomplish such tasks or the responsibility of
Alliant Energy Corporate Services where the circumstances require DDC West to
accomplish such tasks.
III. COORDINATION AND RESPONSIBILITIES FOR CONTROL AND OPERATION
-----------------------------------------------------------
A. REMOTE SUPERVISION AND SWITCHING
--------------------------------
1. A Control Center shall notify the other Control Center prior to
directing the operation of any distribution-class voltage control device to
determine whether the operation of the device would adversely affect the
Transmission System or the Distribution System.
2. The responsibilities of the respective Control Centers for directing
operation of voltage control devices will be mutually agreed upon by the Parties
on a substation-by-substation basis. In general, responsibility shall be
assigned according to the voltage level that the device is designed to operate.
B. SWITCHING AND HOLD CARDING RESPONSIBILITIES.
-------------------------------------------
1. DDC West shall forward all requests for transmission clearances
impacting the Transmission Facilities to SOC. SOC shall forward all requests for
distribution clearances impacting the Distribution System to the DDC West.
2. Only one party shall issue the "Request for Clearance" that requires
switching on both the Transmission System and Distribution System. For
clearances that require switching on both transmission and distribution
equipment, the Control Center requesting a clearance that requires switching on
both transmission and distribution equipment shall make a good faith effort to
determine whether the job involves primarily transmission or distribution
switching. If DDC West is requesting a clearance that involves primarily
transmission switching, DDC West in order to determine which Control Center will
issue the Request for Clearance shall contact SOC. If SOC is requesting a
clearance that involves primarily distribution switching, SOC shall contact DDC
West in order to determine which Control Center will issue the Request for
Clearance. The Party issuing the Request for Clearance shall assign the
clearance number, shall clearly identify which Control Center will direct each
of the switching steps included in the clearance. Either Control Center may
direct all of the switching on such a clearance with the approval of the other
Control Center.
3. DDC West shall immediately inform SOC of any Distribution System
outage that could impact the Transmission System. SOC shall immediately inform
DDC West of any Transmission System outage that could impact the Distribution
System.
4. DDC West shall notify all Foreign Utilities, RECs, municipals, and
power plants regarding any planned or emergency Distribution System switching
that could affect those entities' operations.
5. SOC shall notify all Foreign Utilities, RECs, municipals, and power
plants regarding any planned or emergency Transmission System switching that
could affect those entities' operations. Alliant Energy Corporate Services shall
provide ATCLLC with updated lists of all such entities whose operations could be
affected.
6. DDC West shall schedule switching personnel for any emergency
sectionalizing/restoration switching necessary for the safe and reliable
operation of both the Transmission System and the Distribution System.
7. The Control Center responsible for prescheduled switching shall
coordinate with the individual requesting the clearance and shall coordinate
with the person requesting the clearance to schedule the personnel necessary to
perform the related switching.
8. All clearances with 69 kV switching involved shall be forwarded by SOC
on a facility-by-facility basis to the DDC West as agreed by the Parties. These
are needed to maintain accuracy on the DDC Distribution Management System.
9. For mixed transmission/distribution switching, DDC West may direct the
operation of transformer high side switches with the permission of SOC. The
switch times and hold cards shall be relayed to SOC. Transmission hold cards
shall be recorded and released through SOC. DDC West shall direct all
distribution switching. SOC and DDC West shall coordinate these procedures to
ensure that operations by one center do not adversely affect the system
controlled by the other.
10. All switching and hold carding procedures shall be consistent with
Alliant Energy Corporate Services' EOP, updated copies of which shall be
provided to ATCLLC.
C. LOAD SHEDDING
-------------
1. If Transmission System loading or disturbances require a localized
shedding of load, SOC shall contact DDC West to request a specific number of MW
of load shedding in a specific area. DDC West shall implement the Alliant Energy
plan and shall report completion of the load shedding to SOC.
2. If Alliant Energy Corporate Services determines it or its affiliates
must shed load for capacity reasons, such load shedding shall be initiated and
completed by Alliant Energy Corporate Services.
D. SCADA ALARM RESPONSIBILITIES
----------------------------
1. A Control Center shall immediately take actions necessary to restore
lost ICCP data links.
2. DDC West shall immediately take actions necessary to restore any lost
CIPCO and CBPC data links.
3. RTUs that are scanned directly into the DDC West SCADA are the
operational responsibility of DDC West.
4. RTUs that are scanned directly into the ATCLLC EMS system are the
operational responsibility of SOC.
5. Processing transmission-related alarms and taking action to resolve
such alarms are the responsibility of the SOC.
6. Processing distribution-related alarms and taking action to resolve
such alarms are the responsibility of DDC West.
7. A Control Center that receives an alarm that is not clearly
transmission-related or distribution-related shall contact the other Control
Center to determine a course of action for resolving the alarm.
8. Microwave tower alarms shall be the responsibility of DDC West.
9. Remote Terminal Units (RTUs). SOC shall scan RTUs that have a purely
transmission-related function. DDC West shall scan RTUs that have a purely
distribution-related function. For RTUs having both transmission-related and
distribution-related function, one of either SOC or DDC West shall scan the RTU,
with the intent that the Control Center scanning the RTU shall provide all
necessary alarm information, switching device status, and control functionality
information regarding the scanned RTU to the other Control Center via an ICCP
data link. In some cases this circumstance will result in alarms being present
on both SCADA systems. As soon as practicable before the Operations Date, the
Parties shall designate all RTUs as transmission-only, distribution-only, or
dual purpose, and shall mutually agree on the scanning responsibility for all
dual purpose RTUs.
10. Notwithstanding the preceding paragraph, the DDC West SCADA shall
continue to scan some RTUs that possess transmission control functionality and
may display the associated data on the DDC West SCADA's one-line displays.
However, the transmission control functionality on these devices will not be
available on one-line displays on the DDC West SCADA system.
E. ALARM DISTRIBUTION
------------------
The process for distributing alarms to the proper Control Center and the
initiation of corrective actions for field problems shall be as follows:
1. DDC West shall receive all status alarms for the Distribution System.
DDC West shall be responsible for all Distribution System alarms. These alarms
may come from direct scanning of RTUs, remote consoles, or through ICCP data
transfer from SOC. Regardless of the source of the alarm, SOC shall present all
status alarms to DDC West via SCADA. DDC West shall be responsible for
acknowledging all alarms received on the DDC West SCADA system.
2. DDC West shall be responsible for deploying field personnel.
3. SOC shall receive all status alarms for the Transmission System either
by direct scanning of RTUs or via ICCP data transfer from the DDC West SCADA.
SOC shall acknowledge transmission alarms on the ATCLLC EMS and shall coordinate
with DDC West to initiate deployment of field personnel to correct problems for
critical alarms.
4. The DDC West EMS remote console that has been made available to ATCLLC
will be used for informational purposes on mixed transmission/distribution
substations if the ICCP link is out of service.
5. The ATCLLC EMS remote console that has been made available to the DDC
West will be used by the DDC West to view Transmission System data.
6. Current system conditions permitting and consistent with Good Utility
Practice, SOC shall report to DDC West transmission alarms/operational
characteristics that adversely affect the Distribution System as soon as
possible after such characteristics become known to SOC.
7. Current system conditions permitting and consistent with Good Utility
Practice, DDC West shall report to SOC distribution alarms/operations that
adversely affect the Transmission System as soon as possible after such
characteristics become known to DDC West. Adverse conditions include but are not
be limited to customer outages, voltage problems, and open tie lines.
F. MAINTENANCE REPORTS
-------------------
1. SOC shall prepare, where appropriate, maintenance request reports for
problems relating to the Transmission System and DDC West shall prepare, where
appropriate, maintenance request reports for problems relating to the
Distribution System. This responsibility includes preparing, filing, and
tracking the report, and providing a copy of the report to the appropriate field
departments. DDC West shall provide to the SOC regularly updated lists to the
SOC identifying the appropriate field departments for each transmission
substation and transmission alarm that will need copies of maintenance request
reports. After-hours deployment of field employees to perform maintenance deemed
critical shall be the responsibility of DDC West. For purposes of this Schedule
A, critical requests are those in which immediate action is requested.
2. For critical alarms relating to the Transmission System, SOC shall
direct DDC West to immediately dispatch the appropriate repair personnel and
shall subsequently provide a maintenance request report. All maintenance request
reports shall identify the Control Center that needs to be contacted, the nature
of the alarm, and the substation to which the alarm relates.
3. All maintenance and repair information relating to a maintenance
request report shall be reported back to the Control Center issuing the report.
The issuing Control Center shall then close out the maintenance request, and
shall provide the completed report to the other Control Center.
G. RESPONSE PERSONNEL NOTIFICATION REQUIREMENTS
--------------------------------------------
1. Alliant Energy Corporate Services field personnel in the Transmission
System and Distribution System territory shall contact the DDC West directly to
report any Distribution System problems. DDC West shall contact SOC directly to
report any Transmission System problems. The SOC Operator shall contact DDC West
to arrange for deployment of personnel necessary to respond to any reported
emergency Transmission System problems.
2. The Alliant Energy Corporate Services field personnel shall
communicate with the DDC West Operator if the problem is Distribution
System-related. Alliant Energy Corporate Services field personnel shall contact
SOC if the problem is transmission-related.
H. SUBSTATION ENTRY
----------------
When Alliant Energy Corporate Services field personnel enter a substation,
they shall notify the appropriate Control Center. When either Control Center
receives these notifications, they shall confirm that the other Control Center
has also been notified.
SCHEDULE C
This Schedule C is attached to and made part of the Operating Agreement
Between Alliant Energy Corporate Services, Inc. and American Transmission
Company LLC (the "Agreement")
1. GENERAL DESCRIPTION.
-------------------
ATCLLC shall invoice to Alliant Energy Corporate Services the actual costs
of providing Services for the previous month. The invoice will also identify any
costs for Services accrued during the previous month by ATCLLC with the
understanding that these accrued costs will be invoiced for payment at a later
date (as they are paid by ATCLLC). ATCLLC's invoices to Alliant Energy Corporate
Services will be in a consistent format and provided monthly together with the
ATCLLC's detailed billing reports supporting the invoice.
2. METHODS OF CALCULATING COSTS TO BE PAID BY ALLIANT ENERGY CORPORATE
-------------------------------------------------------------------
SERVICES.
--------
(a) Direct Costs. Costs incurred by the ATCLLC that are solely and
------------
directly attributable to the Services shall be directly billed to Alliant Energy
Corporate Services in full. These directly billed costs shall be recorded as
incurred by ATCLLC to internal bookkeeping accounts designated as transmission
billing accounts. The direct cost for materials and supplies shall be their book
value.
(b) Indirect Costs. Costs incurred by the ATCLLC for activities that
--------------
support the entire company or which support Transmission Facilities and services
to Transmission Facilities plus other activities of ATCLLC will be identified
and a portion of these costs will be charged to Alliant Energy Corporate
Services. ATCLLC will identify and aggregate all of these costs into
recognizable categories and, in cooperation with Alliant Energy Corporate
Services, shall develop methods for calculating the portion of each cost
category that should be allocated to Alliant Energy Corporate Services. The
method for determining the share allocable to Alliant Energy Corporate Services
may vary from cost category to cost category. A document describing the methods
for allocating categories of costs to Alliant Energy Corporate Services,
including any allocation formulas, will be attached to this Schedule C.
(c) Labor Loadings. Loadings that account for pension and employee benefit
--------------
costs, payroll taxes and costs, and the expense of non-productive time (paid
leaves plus, if not a separate cost category, training) shall be added to any
direct or indirect labor costs billed to Alliant Energy Corporate Services. A
document describing the methods ATCLLC will use to calculate and apply labor
loadings will be attached to this Schedule C.
(d) Extraordinary Costs. Subject to Articles 4 and 5 of the Agreement,
-------------------
costs incurred by ATCLLC that are unusual, special or extraordinary may require
unique treatment. ATCLLC will notify Alliant Energy Corporate Services in
advance of incurring such costs whenever possible and as soon as possible after
incursion of the cost if advance notice is not possible, but in any event prior
to sending Alliant Energy Corporate Services an invoice that includes the cost.
(e) ATCLLC's System for Recording Its Costs. ATCLLC will notify Alliant
---------------------------------------
Energy Corporate Services in advance of any changes to its system of recording
and tracking its costs that will significantly impact the calculation or
appearance of invoices to Alliant Energy Corporate Services. ATCLLC will, at
Alliant Energy Corporate Services' expense, provide for the transfer to Alliant
Energy Corporate Services of electronic billing data in a form usable by Alliant
Energy Corporate Services' electronic systems for recording and tracking costs
of the Services.
3. TRUE-UPS AND REVIEWS.
--------------------
Amounts that have been billed based on estimates will be adjusted to the
ATCLLC's actual costs after actual costs are known and Alliant Energy Corporate
Services will pay more or receive a credit, as appropriate, for any true-up.
Such true-ups may be performed at any time, but at least one annual true-up will
be performed by the ATCLLC for the previous year before the expiration of the
first quarter of the following year. In addition, formulas, procedures and
allocations may be revised by either Party if the Party proposing the revision
can demonstrate to the other Party that new facts have come to light or that it
has discovered or developed an improved formula, procedure or method for
accurately determining or invoicing actual costs. Any such revision to a
formula, procedure or allocation will not be applied retroactively. Amounts
previously billed in error, however, will be corrected in accordance with
Section 4 below; error here includes the long or short-term misapplication of an
approved formula. Where refunds or additional amounts are owed due to a true-up
or correction, the refund or additional amount shall appear on the next monthly
billing following identification of the adjustment.
4. CONTESTED STATEMENTS.
--------------------
Alliant Energy Corporate Services may contest, and ATCLLC may correct, any
particular items included in any ATCLLC invoice within one year of Alliant
Energy Corporate Services' receipt of the invoice. This provision does not limit
Alliant Energy Corporate Services' right to audit ATCLLC under Section 6.4 of
the Agreement.
5. ADJUSTMENTS.
-----------
ATCLLC shall promptly reimburse or credit Alliant Energy Corporate Services
for any charges that should not have been billed to Alliant Energy Corporate
Services as provided in the Agreement and which either Party identifies within
12 months of the Alliant Energy Corporate Services' receipt of the invoice
containing such charges. Such reimbursements shall be set forth in the
appropriate section of the invoice. ATCLLC shall ▇▇▇▇ Alliant Energy Corporate
Services for any charges that were not billed but should have been billed to
Alliant Energy Corporate Services as provided in this Agreement and which either
Party identifies within 12 months of the month that the charges were incurred.
The amount of any adjustment under this Section shall reflect interest from
the date such amounts were due at the published prime interest rate of Firstar
Bank on the last business day of the preceding month.