MAPP MID-CONTINENT AREA POWER POOL

EX-10.2

▇▇▇▇
MID-CONTINENT AREA POWER POOL

Restated Agreement

January 12, 1996

Table of Contents

ARTICLE 1

PREAMBLE . . . . . . . . . . . . . . . 1
1.1 Regional Reliability and Power Pool . . . . . . . . . . . . . 1
1.2 Regional Transmission and Power and Energy Market . . . . . . 1

ARTICLE 2

PURPOSE . . . . . . . . . . . . . . . 2
2.1 Purpose of the Restated Agreement . . . . . . . . . . . . . . 2

ARTICLE 3

DEFINITIONS . . . . . . . . . . . . . . 2
3.1 Accredited Capability . . . . . . . . . . . . . . . . . . . . 2
3.2 Accredited Capacity . . . . . . . . . . . . . . . . . . . . . 3
3.3 Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4 Affiliated Members. . . . . . . . . . . . . . . . . . . . . . 3
3.5 All-Requirements Service. . . . . . . . . . . . . . . . . . . 3
3.6 Annual System Demand. . . . . . . . . . . . . . . . . . . . . 4
3.7 Applicant . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.8 Associate Member. . . . . . . . . . . . . . . . . . . . . . . 4
3.9 Associate Participant . . . . . . . . . . . . . . . . . . . . 4
3.10 Available Accredited Capacity . . . . . . . . . . . . . . . . 4
3.11 Canadian Laws . . . . . . . . . . . . . . . . . . . . . . . . 4
3.12 Canadian Regulatory Authority . . . . . . . . . . . . . . . . 4
3.13 Canadian Transmission Requester . . . . . . . . . . . . . . . 5
3.14 Canadian Transmission Supplier. . . . . . . . . . . . . . . . 5
3.15 Contractor. . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.16 Control Area Operator . . . . . . . . . . . . . . . . . . . . 5
3.17 Designating Entity. . . . . . . . . . . . . . . . . . . . . . 5
3.18 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . 5
3.19 Electric Revenues . . . . . . . . . . . . . . . . . . . . . . 5
3.20 Electric Utility. . . . . . . . . . . . . . . . . . . . . . . 6
3.21 End-Use Load. . . . . . . . . . . . . . . . . . . . . . . . . 6
3.22 End-Use Load Member . . . . . . . . . . . . . . . . . . . . . 6
3.23 End-Use Load Obligation . . . . . . . . . . . . . . . . . . . 6
3.24 Federal Power Marketing Agency. . . . . . . . . . . . . . . . 6
3.25 FERC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.26 Firm Power. . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.27 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.28 FPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.29 Good Utility Practice . . . . . . . . . . . . . . . . . . . . 7
3.30 Interruptible Load. . . . . . . . . . . . . . . . . . . . . . 7
3.31 Joint Member. . . . . . . . . . . . . . . . . . . . . . . . . 7
3.32 ▇▇▇▇. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.33 ▇▇▇▇ Agreement. . . . . . . . . . . . . . . . . . . . . . . . 8
3.34 ▇▇▇▇ Region . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.35 Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.36 Market Participant. . . . . . . . . . . . . . . . . . . . . . 8
3.37 Member. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.38 NERC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.39 Net Generating Capability . . . . . . . . . . . . . . . . . . 9
3.40 Non-Spinning Reserve. . . . . . . . . . . . . . . . . . . . . 9
3.41 Operating Reserve . . . . . . . . . . . . . . . . . . . . . . 9
3.42 Operating Reserve Obligation. . . . . . . . . . . . . . . . . 9
3.43 Partial Requirements Service. . . . . . . . . . . . . . . . . 9
3.44 Participant . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.45 Pool Participant. . . . . . . . . . . . . . . . . . . . . . . 10
3.46 Power and Energy Market Member. . . . . . . . . . . . . . . . 10
3.47 Regulatory Agency . . . . . . . . . . . . . . . . . . . . . . 10
3.48 Regulatory Participant. . . . . . . . . . . . . . . . . . . . 10
3.49 Reliability Dues. . . . . . . . . . . . . . . . . . . . . . . 10
3.50 Reliability Megawatts . . . . . . . . . . . . . . . . . . . . 10
3.51 Reliability Member. . . . . . . . . . . . . . . . . . . . . . 11
3.52 Representative. . . . . . . . . . . . . . . . . . . . . . . . 12
3.53 Reserve Capacity Obligation . . . . . . . . . . . . . . . . . 12
3.54 Restated Agreement. . . . . . . . . . . . . . . . . . . . . . 12
3.55 Rights Equivalent to Ownership. . . . . . . . . . . . . . . . 12
3.56 Service Schedules . . . . . . . . . . . . . . . . . . . . . . 13
3.57 Spinning Reserve. . . . . . . . . . . . . . . . . . . . . . . 13
3.58 System Demand . . . . . . . . . . . . . . . . . . . . . . . . 13
3.59 Total Operating Reserve Obligation. . . . . . . . . . . . . . 14
3.60 Transmission Owning Member. . . . . . . . . . . . . . . . . . 14
3.61 Transmission Provider . . . . . . . . . . . . . . . . . . . . 14
3.62 Transmission Requester. . . . . . . . . . . . . . . . . . . . 14
3.63 Transmission Using Member . . . . . . . . . . . . . . . . . . 14
3.64 Transmitting Utility. . . . . . . . . . . . . . . . . . . . . 14
3.65 Uncontrollable Forces . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 4

MEMBERSHIP. . . . . . . . . . . . . . . 15
4.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.2 Membership Process. . . . . . . . . . . . . . . . . . . . . . 16
4.2.1 Participants and Associate Participants. . . . . . . . 16
4.2.2 New Members. . . . . . . . . . . . . . . . . . . . . . 17
4.2.3 Joint Members. . . . . . . . . . . . . . . . . . . . . 17
4.2.4 Review of Applications . . . . . . . . . . . . . . . . 18
4.2.5 Change in Membership Categories. . . . . . . . . . . . 19
4.3 State and Provincial Agencies . . . . . . . . . . . . . . . . 19
4.4 Associate Members . . . . . . . . . . . . . . . . . . . . . . 20
4.5 Joint Members . . . . . . . . . . . . . . . . . . . . . . . . 20
4.6 Withdrawal, Suspension or Termination . . . . . . . . . . . . 21
4.6.1 Withdrawal . . . . . . . . . . . . . . . . . . . . . . 21
4.6.2 Suspension or Termination. . . . . . . . . . . . . . . 21
4.6.3 Joint Members. . . . . . . . . . . . . . . . . . . . . 22
4.6.4 Members in Good Standing . . . . . . . . . . . . . . . 23
4.7 Obligations on Suspension, Withdrawal or Termination. . . . . 23
4.7.1 Stability and Reliability. . . . . . . . . . . . . . . 23
4.7.2 Transactions . . . . . . . . . . . . . . . . . . . . . 24
4.7.3 Financial Obligations. . . . . . . . . . . . . . . . . 24
4.7.4 Regulatory Obligations . . . . . . . . . . . . . . . . 24

ARTICLE 5

GOVERNANCE AND MANAGEMENT. . . . . . . . . . . 25
5.1 Management Committee. . . . . . . . . . . . . . . . . . . . . 25
5.1.1 Membership . . . . . . . . . . . . . . . . . . . . . . 25
5.1.2 Number of Votes. . . . . . . . . . . . . . . . . . . . 25
5.1.3 Voting Requirements. . . . . . . . . . . . . . . . . . 26
5.1.4 Officers . . . . . . . . . . . . . . . . . . . . . . . 26
5.1.5 Meetings . . . . . . . . . . . . . . . . . . . . . . . 27
5.1.6 Nominating Committee . . . . . . . . . . . . . . . . . 27
5.1.7 Dispute Resolution . . . . . . . . . . . . . . . . . . 28
5.1.8 Review of Executive Committee. . . . . . . . . . . . . 29
5.1.9 Responsibilities . . . . . . . . . . . . . . . . . . . 29
5.2 Executive Committee . . . . . . . . . . . . . . . . . . . . . 30
5.2.1 Membership . . . . . . . . . . . . . . . . . . . . . . 30
5.2.2 Voting Requirements. . . . . . . . . . . . . . . . . . 33
5.2.3 Officers . . . . . . . . . . . . . . . . . . . . . . . 33
5.2.4 Meetings . . . . . . . . . . . . . . . . . . . . . . . 34
5.2.5 Reconsideration and Appeal of Decisions. . . . . . . . 34
5.2.6 Dispute Resolution . . . . . . . . . . . . . . . . . . 36
5.2.7 Responsibilities . . . . . . . . . . . . . . . . . . . 36
5.3 ▇▇▇▇ Center . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.3.1 Establishment of ▇▇▇▇ Center . . . . . . . . . . . . . 39
5.3.2 Agreement with the Contractor. . . . . . . . . . . . . 39
5.4 Fees and Dues . . . . . . . . . . . . . . . . . . . . . . . . 40
5.4.1 Fee upon Joining . . . . . . . . . . . . . . . . . . . 40
5.4.2 Dues . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 6

REGIONAL RELIABILITY . . . . . . . . . . . . 41
6.1 Objective . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.2 Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.3 Adoption of Existing Reliability Requirements . . . . . . . . 42
6.4 Obligations of Members. . . . . . . . . . . . . . . . . . . . 42
6.4.1 Reliability. . . . . . . . . . . . . . . . . . . . . . 42
6.4.2 End-Use Load . . . . . . . . . . . . . . . . . . . . . 42
6.4.3 Assignment of End-Use Load Obligation. . . . . . . . . 43
6.4.4 Operating Reserves . . . . . . . . . . . . . . . . . . 44
6.4.5 Interconnected Operations. . . . . . . . . . . . . . . 45
6.4.6 Accreditation of Generation. . . . . . . . . . . . . . 45
6.4.7 System Disturbances. . . . . . . . . . . . . . . . . . 45
6.4.8 Interconnection. . . . . . . . . . . . . . . . . . . . 46
6.4.9 Information. . . . . . . . . . . . . . . . . . . . . . 46
6.5 ▇▇▇▇ Reliability Council. . . . . . . . . . . . . . . . . . . 46
6.5.1 Membership . . . . . . . . . . . . . . . . . . . . . . 46
6.5.2 Reliability Dues . . . . . . . . . . . . . . . . . . . 47
6.5.3 Number of Votes. . . . . . . . . . . . . . . . . . . . 48
6.5.4 Voting Requirements. . . . . . . . . . . . . . . . . . 48
6.5.5 Officers . . . . . . . . . . . . . . . . . . . . . . . 49
6.5.6 Meetings . . . . . . . . . . . . . . . . . . . . . . . 49
6.5.7 Nominating Committee . . . . . . . . . . . . . . . . . 50
6.5.8 Dispute Resolution . . . . . . . . . . . . . . . . . . 51
6.6 Regional Reliability Committee. . . . . . . . . . . . . . . . 52
6.6.1 Membership . . . . . . . . . . . . . . . . . . . . . . 52
6.6.2 Voting Requirements. . . . . . . . . . . . . . . . . . 56
6.6.3 Officers . . . . . . . . . . . . . . . . . . . . . . . 56
6.6.4 Meetings . . . . . . . . . . . . . . . . . . . . . . . 57
6.6.5 Subcommittees. . . . . . . . . . . . . . . . . . . . . 57
6.6.6 Reconsideration and Appeal of Decisions. . . . . . . . 59
6.6.7 Dispute Resolution . . . . . . . . . . . . . . . . . . 60
6.6.8 Responsibilities . . . . . . . . . . . . . . . . . . . 61
6.7 Participation in North-American Electric Reliability Council. 65

ARTICLE 7

GENERATION RESERVE-SHARING POOL . . . . . . . . . 66
7.1 Objective . . . . . . . . . . . . . . . . . . . . . . . . . . 66
7.2 Membership . . . . . . . . . . . . . . . . . . . . . . . . . 66
7.3 Obligations of Members of the Pool. . . . . . . . . . . . . . 66
7.3.1 Emergency Energy . . . . . . . . . . . . . . . . . . . 66
7.3.2 Scheduled Outage Energy. . . . . . . . . . . . . . . . 67
7.3.3 Operating Reserves . . . . . . . . . . . . . . . . . . 67
7.3.4 Reserve Capacity Deficiency . . . . . . . . . . . . . 67
7.3.5 Service Schedules. . . . . . . . . . . . . . . . . . . 67

ARTICLE 8

REGIONAL TRANSMISSION. . . . . . . . . . . . 68
8.1 Objectives. . . . . . . . . . . . . . . . . . . . . . . . . . 68
8.2 Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 68
8.3 Obligation to Provide Transmission Service. . . . . . . . . . 69
8.3.1 Members Generally. . . . . . . . . . . . . . . . . . . 69
8.3.2 Filing of Tariffs. . . . . . . . . . . . . . . . . . . 70
8.3.3 Review of Tariffs. . . . . . . . . . . . . . . . . . . 71
8.3.4 Canadian Transmission Suppliers. . . . . . . . . . . . 72
8.4 Requests for Transmission Service . . . . . . . . . . . . . . 73
8.5 Response to a Request for Service . . . . . . . . . . . . . . 73
8.6 Transmission Planning . . . . . . . . . . . . . . . . . . . . 74
8.6.1 Member Plans . . . . . . . . . . . . . . . . . . . . . 74
8.6.2 Availability of Plans and Information. . . . . . . . . 75
8.6.3 Planning Standards . . . . . . . . . . . . . . . . . . 76
8.6.4 The Regional Plan. . . . . . . . . . . . . . . . . . . 76
8.6.5 Reliability Catalogue. . . . . . . . . . . . . . . . . 77
8.6.6 Support of the Plan. . . . . . . . . . . . . . . . . . 78
8.7 Construction and Ownership of Transmission Facilities . . . . 78
8.7.1 Obligation to Build. . . . . . . . . . . . . . . . . . 78
8.7.2 U.S. and Canadian Members. . . . . . . . . . . . . . . 80
8.8 Regional Transmission Committee . . . . . . . . . . . . . . . 80
8.8.1 Membership . . . . . . . . . . . . . . . . . . . . . . 80
8.8.2 Dues . . . . . . . . . . . . . . . . . . . . . . . . . 80
8.8.3 Voting Requirements. . . . . . . . . . . . . . . . . . 81
8.8.4 Officers . . . . . . . . . . . . . . . . . . . . . . . 81
8.8.5 Meetings . . . . . . . . . . . . . . . . . . . . . . . 82
8.8.6 Subcommittees. . . . . . . . . . . . . . . . . . . . . 83
8.8.7 Dispute Resolution . . . . . . . . . . . . . . . . . . 85
8.8.8 Responsibilities . . . . . . . . . . . . . . . . . . . 86

ARTICLE 9

POWER AND ENERGY MARKET . . . . . . . . . . . 90
9.1 Establishment of Market . . . . . . . . . . . . . . . . . . . 90
9.2 Participation . . . . . . . . . . . . . . . . . . . . . . . . 90
9.2.1 Non-Members. . . . . . . . . . . . . . . . . . . . . . 90
9.2.2 Suspension or Termination. . . . . . . . . . . . . . . 91
9.3 Transaction Fees and Service Schedules. . . . . . . . . . . . 91
9.4 Market Committee. . . . . . . . . . . . . . . . . . . . . . . 92
9.4.1 Membership . . . . . . . . . . . . . . . . . . . . . . 92
9.4.2 Voting Requirements. . . . . . . . . . . . . . . . . . 93
9.4.3 Officers . . . . . . . . . . . . . . . . . . . . . . . 93
9.4.4 Meetings . . . . . . . . . . . . . . . . . . . . . . . 93
9.4.5 Subcommittees. . . . . . . . . . . . . . . . . . . . . 94
9.4.6 Dispute Resolution . . . . . . . . . . . . . . . . . . 94
9.4.7 Responsibilities . . . . . . . . . . . . . . . . . . . 95

ARTICLE 10

METERING AND RECORDS . . . . . . . . . . . . 96
10.1 Metering. . . . . . . . . . . . . . . . . . . . . . . . . . . 96
10.2 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
10.2.1 Power and Energy Movements . . . . . . . . . . . . . . 96
10.2.2 Meter Registrations. . . . . . . . . . . . . . . . . . 97

ARTICLE 11

DISPUTE RESOLUTION. . . . . . . . . . . . . 97
11.1 Mediation . . . . . . . . . . . . . . . . . . . . . . . . . . 97
11.1.1 When Required. . . . . . . . . . . . . . . . . . . . . 97
11.1.2 Procedures . . . . . . . . . . . . . . . . . . . . . . 98
11.2 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . 100
11.2.1 When Required. . . . . . . . . . . . . . . . . . . . . 100
11.2.2 Initiation . . . . . . . . . . . . . . . . . . . . . . 101
11.2.3 Selection of Arbitrator(s) . . . . . . . . . . . . . . 102
11.2.4 Procedures . . . . . . . . . . . . . . . . . . . . . . 102
11.2.5 Summary Disposition and Interim Measures . . . . . . . 102
11.2.6 Discovery of Facts . . . . . . . . . . . . . . . . . . 103
11.2.7 Evidentiary Hearing. . . . . . . . . . . . . . . . . . 104
11.2.8 Confidentiality. . . . . . . . . . . . . . . . . . . . 105
11.2.9 Timetable. . . . . . . . . . . . . . . . . . . . . . . 106
11.2.10 Advisory Interpretations. . . . . . . . . . . . . . 106
11.2.11 Decisions . . . . . . . . . . . . . . . . . . . . . 107
11.2.12 Costs . . . . . . . . . . . . . . . . . . . . . . . 107
11.2.13 Enforcement . . . . . . . . . . . . . . . . . . . . 108
11.3 Alternate Dispute Resolution Committee. . . . . . . . . . . . 108
11.3.1 Membership . . . . . . . . . . . . . . . . . . . . . . 108
11.3.2 Voting Requirements. . . . . . . . . . . . . . . . . . 109
11.3.3 Officers . . . . . . . . . . . . . . . . . . . . . . . 109
11.3.4 Meetings . . . . . . . . . . . . . . . . . . . . . . . 109
11.3.5 Responsibilities . . . . . . . . . . . . . . . . . . . 110

ARTICLE 12

PARTICIPATION BY THE WESTERN AREA POWER ADMINISTRATION. . . . 111
12.1 Participation by the United States. . . . . . . . . . . . . . 111
12.3 Officials Not To Benefit. . . . . . . . . . . . . . . . . . . 112
12.4 Covenant Against Contingent Fees. . . . . . . . . . . . . . . 112
12.5 Contractor Agreement. . . . . . . . . . . . . . . . . . . . . 112
12.5.1 Equal Opportunity Employment Practices . . . . . . . . 113
12.5.2 Contract Work Hours and Safety Standards . . . . . . . 113
12.5.3 Use of Convict Labor . . . . . . . . . . . . . . . . . 113

ARTICLE 13

GENERAL PROVISIONS. . . . . . . . . . . . . 114
13.1 Effect of Prior Obligations . . . . . . . . . . . . . . . . . 114
13.2 Pending FERC Proceedings. . . . . . . . . . . . . . . . . . . 114
13.3 Notice and Conduct of Meetings. . . . . . . . . . . . . . . . 114
13.3.1 Notice . . . . . . . . . . . . . . . . . . . . . . . . 114
13.3.2 Alternative Means of Meeting . . . . . . . . . . . . . 115
13.3.3 Participation in Meetings. . . . . . . . . . . . . . . 116
13.3.4 Minutes. . . . . . . . . . . . . . . . . . . . . . . . 116
13.3.5 Written Votes. . . . . . . . . . . . . . . . . . . . . 116
13.3.6 Reimbursement of Expenses. . . . . . . . . . . . . . . 117
13.4 Delivery of Notices and Minutes . . . . . . . . . . . . . . . 117
13.5 Terms of Office . . . . . . . . . . . . . . . . . . . . . . . 118
13.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
13.7 Successors and Assigns. . . . . . . . . . . . . . . . . . . . 118
13.7.1 Successors . . . . . . . . . . . . . . . . . . . . . . 118
13.7.2 Assignments. . . . . . . . . . . . . . . . . . . . . . 119
13.7.3 Rights and Obligations . . . . . . . . . . . . . . . . 119
13.8 Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . 119
13.9 Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . 119
13.10 Amendment and Termination. . . . . . . . . . . . . . . 119
13.11 Tax Exempt Financing . . . . . . . . . . . . . . . . . 120
13.11.1 No Impairment . . . . . . . . . . . . . . . . . . . 120
13.11.2 Counsel Opinion or IRS Ruling . . . . . . . . . . . 121
13.11.3 Elimination of Impairment . . . . . . . . . . . . . 121
13.11.4 New Tax-exempt Debt . . . . . . . . . . . . . . . . 123
13.11.5 Applicability to Obligation to Build. . . . . . . . 124
13.11.6 Participation in the Generation Reserve-Sharing Pool124
13.11.7 IRS Rule or Regulation. . . . . . . . . . . . . . . 124
13.12 Uncontrollable Forces. . . . . . . . . . . . . . . . . 124
13.13 Political Activities . . . . . . . . . . . . . . . . . 125
13.14 Laws of the United States. . . . . . . . . . . . . . . 125
13.15 Compliance with Applicable Laws. . . . . . . . . . . . 125
13.16 Effect of Canadian Laws. . . . . . . . . . . . . . . . 126
13.17 Independent Contractors. . . . . . . . . . . . . . . . 126
13.18 Currency . . . . . . . . . . . . . . . . . . . . . . . 127
13.19 Weighted Voting for Transmission Owning Members. . . . 127
13.20 Weighted Voting for Transmission Using Members . . . . 128
13.22 Affiliate Relationships. . . . . . . . . . . . . . . . 128

ARTICLE 14

TERM . . . . . . . . . . . . . . . . 128
14.1 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . 128
14.2 Termination of ▇▇▇▇ Agreement . . . . . . . . . . . . . . . . 129

EXHIBIT A
INITIAL REGIONAL RELIABILITY COMMITTEE SUBCOMMITTEES . . . . A-1

EXHIBIT B
INITIAL GENERATION RESERVE-SHARING POOL SCHEDULES. . . . . B-1

EXHIBIT C
SCHEDULE F: TRANSMISSION SERVICE FOR
COORDINATION TRANSACTIONS. . . . . . . . . . . C-1

EXHIBIT D
INITIAL REGIONAL TRANSMISSION COMMITTEE SUBCOMMITTEES. . . . D-1

EXHIBIT E
INITIAL POWER AND ENERGY MARKET SCHEDULES. . . . . . . E-1

EXHIBIT F
MAP OF THE ▇▇▇▇ REGION. . . . . . . . . . . . G-1

RESTATED MID-CONTINENT AREA POWER POOL AGREEMENT

THIS RESTATED MID-CONTINENT AREA POWER POOL AGREEMENT (RESTATED
AGREEMENT) is made and entered into to amend and restate the ▇▇▇▇
Agreement.

ARTICLE 1

PREAMBLE
1.1 Regional Reliability and Power Pool - ▇▇▇▇ was established and
continues to operate as a regional reliability council and power pool to
realize and further the reliability and other benefits of interconnected
operations among a large number of entities engaged in the electric utility
business in the ▇▇▇▇ Region. ▇▇▇▇ also provides coordination of the
installation and operation of generation and transmission facilities
located within the ▇▇▇▇ Region and for the sharing of reserves.
1.2 Regional Transmission and Power and Energy Market - In addition
to the functions enumerated in Section 1.1, the Members desire (1) to
establish a regional transmission group to provide for the comparable and
efficient provision of transmission service within and contiguous to the
▇▇▇▇ Region on a consistent basis, to realize and further the benefits of
coordinated regional transmission planning, and to resolve disputes over
the provision of transmission services, and (2) to establish a Power and
Energy Market to obtain the benefits of the efficient purchase and sale of
electric capacity and energy at competitive rates, including the
development of recommended standard terms and conditions for market-based
capacity and energy transactions.

ARTICLE 2

PURPOSE
2.1 Purpose of the Restated Agreement - ▇▇▇▇'▇ primary purposes have
been and are to ensure that the interconnected electric systems in the ▇▇▇▇
Region are operated reliably and efficiently, consistent with reasonable
utilization of natural resources and effects on the environment, and to
achieve the economic benefits of power pooling through coordinated planning
and operations, the sharing of reserves, and economic sales and purchases.
The establishment of a regional transmission group and a Power and Energy
Market will further advance the public interest by coordinating
transmission planning in the region, by facilitating the provision of
transmission service within the region on a comparable basis, and
facilitating exchanges of wholesale capacity and energy at competitive
rates among a wide variety of entities, thereby promoting efficiency in the
generation and sale of bulk power, while preserving the reliability of the
interconnected electric system in the ▇▇▇▇ Region.

ARTICLE 3

DEFINITIONS

3.1 Accredited Capability of an End-Use Load Member for any month
shall mean (a) the Net Generating Capability of an End-Use Load Member at
the time of the Member's maximum System Demand, plus (b) the value in
kilowatts assigned to such Member's purchase of Accredited Capacity, and
minus (c) the value in kilowatts assigned to any commitment of such Member
to sell Accredited Capacity. Accredited Capability will be determined and
assigned under procedures established by the Regional Reliability
Committee.
3.2 Accredited Capacity shall mean: (i) capacity from a specific
generating unit accredited annually under Section 6.4.6 in accordance with
▇▇▇▇ procedures; (ii) capacity purchased under a Service Schedule that the
Regional Reliability Committee has designated as a Service Schedule under
which purchases will qualify as Accredited Capacity; or (iii) capacity that
the Regional Reliability Committee has determined is equivalent in firmness
and reliability to a purchase under a Service Schedule designated as
specified in (ii) above.
3.3 Affiliate shall mean: (i) any two or more entities one of which
controls the other or that are under common control; (ii) any generation
and transmission cooperative and one of its cooperative members; or (iii)
any joint municipal agency and one of its members. Control means the
possession, directly or indirectly, of the power to direct the management
or policies of an entity. A rebuttable presumption that control exists
arises from the ownership of or the power to vote, directly or indirectly,
ten percent (10%) or more of the voting securities of such entity.
3.4 Affiliated Members shall mean: (i) any two Members if one
controls the other; (ii) any two or more Members that are directly or
indirectly under common control; (iii) any generation and transmission
cooperative and one of its cooperative members, both of which are Members;
or (iv) any joint municipal agency and one of its members, both of which
are Members. Control means the possession, directly or indirectly, of the
power to direct the management or policies of an entity. A rebuttable
presumption that control exists arises from the ownership of or the power
to vote, directly or indirectly, ten percent (10%) or more of the voting
securities of such entity.
3.5 All-Requirements Service shall mean wholesale service that
includes reserves for all of the requirements of specified End-Use Load in
the ▇▇▇▇ Region.
3.6 Annual System Demand shall mean the highest System Demand of an
End-Use Load Member occurring during the 12-month period ending with the
current month.
3.7 Applicant shall mean an entity which has completed an application
for membership pursuant to Section 4.2.2 or Section 4.2.3.
3.8 Associate Member shall mean an association or other group the
members or participants in which are entities that are eligible to become
Members, or an entity that is eligible to become a Member, and that has
been accepted as an Associate Member in accordance with the provisions of
Section 4.4 of this Restated Agreement.
3.9 Associate Participant shall mean an entity that was an Associate
Participant of ▇▇▇▇ as defined in the ▇▇▇▇ Agreement, in good standing
immediately prior to the date on which this Restated Agreement is submitted
to a vote of the Participants under the ▇▇▇▇ Agreement for adoption as an
amendment and restatement of the ▇▇▇▇ Agreement.
3.10 Available Accredited Capacity shall mean the Accredited
Capability of a Member adjusted for generating capacity out of service for
maintenance or repair.
3.11 Canadian Laws shall mean the laws of Canada or any Province of
Canada, any regulations made thereunder and any orders, policies, rules or
procedures of any governments thereof or of agencies established thereby,
including Canadian Regulatory Authorities, relating to facilities or
interconnections located in Canada or the sale, purchase or transmission of
electric energy in Canada or the rates, charges, terms and conditions of
service therefor.
3.12 Canadian Regulatory Authority shall mean the agency or agencies
established under the laws of Canada or any Province of Canada having
jurisdiction over facilities or interconnections located in Canada or the
sale, purchase or transmission of electric energy in Canada or the rates,
charges, terms and conditions of service therefor.
3.13 Canadian Transmission Requester shall mean any Member, wherever
located, that requests interconnection or transmission service from a
Canadian Transmission Supplier.
3.14 Canadian Transmission Supplier shall mean any Member owning or
controlling access to or the use of transmission facilities in Canada.
3.15 Contractor shall mean MAPPCOR, a Minnesota nonprofit corporation,
or such other entity or entities as may be selected by the Management
Committee to provide the services, as well as all associated facilities,
equipment and personnel, described in Section 5.3.1 of this Restated
Agreement.
3.16 Control Area Operator shall mean an entity operating a control
area recognized by NERC.
3.17 Designating Entity shall mean an entity that is eligible for
membership in accordance with the requirements of Article 4, that has
Electric Revenues of less than $15,000,000, or such other amount as may be
established from time to time by the Executive Committee, and that elects
to participate in ▇▇▇▇ through a Joint Member.
3.18 Effective Date shall mean the date specified in Section 14.1 of
this Restated Agreement.
3.19 Electric Revenues shall mean the average of the annual total
revenues of each Member over its most recent three fiscal years, as
determined from the audited financial records of each Member, from: (a)
sales to customers located in the ▇▇▇▇ Region of electric capacity or
energy or both; (b) sales to customers located outside the ▇▇▇▇ Region of
electric capacity or energy or both from generation facilities located in
the ▇▇▇▇ Region; and (c) sales of transmission service, including related
ancillary services, on transmission facilities located in the ▇▇▇▇ Region;
provided, however, that to the extent a Member's annual total revenues are
derived from sales of electric capacity or energy or both to an Affiliate
which is not a Member, such annual total revenues shall be increased, under
standards and procedures established by the Executive Committee, by the
difference between the revenues of each such Affiliate derived from the
resale of such electric capacity and energy, and the cost of such electric
capacity and energy to the Affiliate.
3.20 Electric Utility shall mean any entity, person, Federal agency
(including any Federal Power Marketing Agency and the Tennessee Valley
Authority) or State agency (including any municipality) which sells
electric energy.
3.21 End-Use Load shall mean the load of persons or other entities
that purchase or produce electric energy for their own consumption and not
for resale.
3.22 End-Use Load Member shall mean an individual Member that has an
End-Use Load Obligation, or a Designating Entity that has an End-Use Load
Obligation.
3.23 End-Use Load Obligation shall mean an obligation imposed by law,
regulation or contract to serve End-Use Load within the ▇▇▇▇ Region,
including any obligation imposed by an assignment of End-Use Load
Obligation under Section 6.4.3 of this Restated Agreement.
3.24 Federal Power Marketing Agency shall mean any agency or
instrumentality of the United States (other than the Tennessee Valley
Authority) which sells electric energy.
3.25 FERC shall mean the Federal Energy Regulatory Commission or a
successor agency.
3.26 Firm Power shall mean Accredited Capacity and associated energy
intended to be available at all times for which the seller maintains
reserves, under standards and requirements established by the Regional
Reliability Committee.
3.27 Fiscal Year shall mean the ▇▇▇▇ fiscal year as established by the
Management Committee.
3.28 FPA shall mean the Federal Power Act, 16 U.S.C. Section 791a et
seq., and all amendments thereto.
3.29 Good Utility Practice shall mean, at any particular time, any of
the practices, methods and acts engaged in or approved by a significant
portion of the electric utility industry in the ▇▇▇▇ Region 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
a decision is made, could be expected to produce the desired result at the
lowest reasonable cost consistent with reliability, safety and expedition.
Good Utility Practice is not intended to be limited to the optimum
practice, method or act to the exclusion of all others, but rather to be a
range of acceptable practices, methods or acts.
3.30 Interruptible Load shall mean End-Use Load certified to be
interruptible under standards and requirements established from time to
time by the Regional Reliability Committee.
3.31 Joint Member shall mean an entity designated by any two or more
Designating Entities to participate in the activities of ▇▇▇▇ on their
behalf.
3.32 ▇▇▇▇ shall mean the Mid-Continent Area Power Pool, the
organization created by and existing pursuant to the ▇▇▇▇ Agreement and
this Restated Agreement.
3.33 ▇▇▇▇ Agreement shall mean the Mid-Continent Area Power Pool
Agreement dated as of the 31st day of March, 1972, and as amended through
the Effective Date.
3.34 ▇▇▇▇ Region shall mean the geographic area the boundaries of
which are as shown on the map attached hereto as Exhibit F, which map and
boundaries may be modified from time to time as appropriate by the
Executive Committee, and shall also include all additional End-Use Load
outside of that area which is operated electronically as part of the
control area of a Control Area Operator that is a Member. Such geographic
area shall be expanded to include the control area of an adjacent Control
Area Operator that becomes a Member and reports to NERC the transfer of its
control area to the ▇▇▇▇ Region, or shall be reduced if a Control Area
Operator withdraws from this Restated Agreement.
3.35 Market shall mean the Power and Energy Market established
pursuant to Article 9 hereof.
3.36 Market Participant shall mean the Power and Energy Market Members
and those entities that have qualified to participate in the Power and
Energy Market in accordance with the provisions of Section 9.2.1.
3.37 Member shall mean any entity that (a) meets the eligibility
requirements of Section 4.1, has been accepted for membership in accordance
with the procedures set forth in Section 4.2, and has executed an agreement
with the Contractor pursuant to Section 5.3.2, or (b) is a Joint Member
that has been accepted for membership in accordance with the provisions of
Section 4.2.3., or (c) is a Designating Entity for such Joint Member. As
used herein, the term "Member" shall not mean an Associate Member or a
Regulatory Participant.
3.38 NERC shall mean the North American Electric Reliability Council.
3.39 Net Generating Capability shall mean that amount of kilowatts,
less station use, that all the accredited generating facilities of a Member
could normally supply simultaneously to its system or the interconnected
systems of the Members under standards and requirements established from
time to time by the Regional Reliability Committee. The capability of
accredited generating units out of service for maintenance or repair shall
be included in the Net Generating Capability of a Member under standards
and requirements established by the Regional Reliability Committee.
3.40 Non-Spinning Reserve shall mean all unloaded generating
capability not qualifying as Spinning Reserve, or other resources that can
be made available in ten minutes or less, under standards and requirements
established from time to time by the Regional Reliability Committee that
meet or exceed the applicable criteria, standards and guides established by
NERC.
3.41 Operating Reserve shall mean that Available Accredited Capacity
above System Demand required to provide Spinning Reserve and Non-Spinning
Reserve sufficient to return the Area Control Error (ACE) of a ▇▇▇▇ control
area which has lost a generating resource to zero under standards and
requirements established by the Regional Reliability Committee that meet or
exceed the criteria, standards and guides established by NERC.
3.42 Operating Reserve Obligation shall mean that amount of Spinning
Reserve and Non-Spinning Reserve which a Member is obligated under the
terms of this Restated Agreement to provide for the purpose of maintaining
continuity of service.
3.43 Partial Requirements Service shall mean wholesale service that
(a) has an initial term of not less than five years, (b) includes reserves,
and (c) supplies a specified portion but not all of the requirements of
specified End-Use Load in the ▇▇▇▇ Region.
3.44 Participant shall mean (i) an entity that was a "Participant" of
▇▇▇▇ as defined in the ▇▇▇▇ Agreement, in good standing immediately prior
to the date on which this Restated Agreement is submitted to a vote of the
Participants under the ▇▇▇▇ Agreement for adoption as an amendment and
restatement of the ▇▇▇▇ Agreement, and (ii) Manitoba Hydro.
3.45 Pool Participant shall mean a Member participating in the
Generation Reserve-Sharing Pool as specified in Section 7.2.
3.46 Power and Energy Market Member shall mean any Member that (i)
intends to conduct transactions through the Power and Energy Market, (ii)
is willing to share in the costs of establishing and operating the Power
and Energy Market, and (iii) has so signified in writing to the Secretary
of the Management Committee.
3.47 Regulatory Agency shall mean a state or provincial agency in the
United States or Canada exercising regulatory authority over the rates,
terms or conditions of electric service of an entity other than itself
within the ▇▇▇▇ Region or the planning, siting, construction or operation
of electric facilities of an entity other than itself within the ▇▇▇▇
Region.
3.48 Regulatory Participant shall mean a Regulatory Agency which
elects to participate in the activities of ▇▇▇▇.
3.49 Reliability Dues shall mean the contribution toward the costs
allocated or assigned to the ▇▇▇▇ Reliability Council that are to be paid
by each Reliability Member in accordance with the provisions of Section
6.5.2.
3.50 Reliability Megawatts shall mean: (a) for a Reliability Member
that is an End-Use Load Member (1) the total megawatts of peak firm demand
attributable to that Member's End-Use Load Obligation during the calendar
year prior to the annual meeting of the Members, plus (2) the sum of the
daily maximum capacity in megawatts of (i) wholesale Firm Power sold during
such prior calendar year to customers in the ▇▇▇▇ Region other than to meet
the Reliability Member's End-Use Load Obligation and (ii) wholesale Firm
Power sold to customers outside the ▇▇▇▇ Region from generation facilities
located in the ▇▇▇▇ Region, this sum being divided by the total number of
days in such prior calendar year; (b) for a Reliability Member that has
sold Firm Power during the calendar year prior to the annual meeting of
Members but is not an End-Use Load Member, the sum of the daily maximum
capacity in megawatts of (i) wholesale Firm Power sold during such prior
calendar year to customers in the ▇▇▇▇ Region and (ii) wholesale Firm Power
sold to customers outside the ▇▇▇▇ Region from generation facilities
located in the ▇▇▇▇ Region, this sum being divided by the total number of
days in such prior calendar year; and (c) for a Reliability Member that
owns, or has Rights Equivalent to Ownership in, transmission facilities in
the ▇▇▇▇ Region and does not have Reliability Megawatts under either (a) or
(b) hereof, the sum of the daily maximum capacity in megawatts of firm
transmission service on facilities in the ▇▇▇▇ Region sold during the
twelve month period ending with the calendar year prior to the annual
meeting of Members, divided by the total number of days in such period.
3.51 Reliability Member shall mean any Member which is (a) an End-Use
Load Member, or (b) a Transmission Owning Member that is not an End-Use
Load Member and that owns or has Rights Equivalent to Ownership in
transmission facilities in the ▇▇▇▇ Region, or (c) a Joint Member one or
more of the Designating Entities of which are End-Use Load Members, or (d)
a Member desiring to participate in the activities of the ▇▇▇▇ Reliability
Council and willing to assume its share of the costs of ▇▇▇▇ reliability
functions.
3.52 Representative shall mean an employee or other agent of a Member,
a Joint Member, an Associate Member or a Regulatory Participant who has
been designated by the Member, the Joint Member, the Associate Member or
the Regulatory Participant to serve on or attend meetings of a council,
committee, subcommittee or other body created by or pursuant to this
Restated Agreement, including any such a person elected or appointed as
specified in this Restated Agreement to serve on a committee, subcommittee
or other body.
3.53 Reserve Capacity Obligation of a Member, for any month, shall
mean the Accredited Capability a Member is obligated to reserve and use for
the purpose of maintaining continuity of service, as established from time
to time by the Regional Reliability Committee.
3.54 Restated Agreement shall mean this Restated Mid-Continent Area
Power Pool Agreement.
3.55 Rights Equivalent to Ownership shall mean the rights, benefits,
and obligations associated with the ownership of a pro rata share of
transmission capacity without ownership of the associated transmission
facilities, including but not limited to, the right to use, control access
to, assign, sell or otherwise dispose of such transmission capacity, and
the financial obligation to pay for the associated share of all costs,
including but not limited to operation, maintenance or replacement costs
and taxes allocated to such facilities, but excluding legal title and the
responsibility for siting and constructing, maintaining, replacing, and
physically operating such facilities. Taking service under a long-term
firm, flexible point-to-point, or network tariff or schedule does not
create or confer Rights Equivalent to Ownership.
3.56 Service Schedules shall be those schedules designated in Sections
7.3, 8.3, and 9.3, and such additional schedules as may be established from
time to time, including any amendments or modifications to such schedules
as may be implemented in accordance with the provisions of this Restated
Agreement.
3.57 Spinning Reserve shall mean the amount of capacity of the
unloaded accredited generating units connected to and synchronized with the
interconnected system in the ▇▇▇▇ Region that is responsive to frequency
deviation, that will respond immediately to the loss of ▇▇▇▇ generation,
and that is sufficient to provide normal regulating margin, subject to such
standards and requirements as may be established from time to time by the
Regional Reliability Committee that meet or exceed the criteria, standards
and guides established by NERC.
3.58 System Demand shall mean that number of kilowatts which is equal
to the kilowatt-hours in any clock hour attributable to energy required by
an End-Use Load Member during such hour to fulfill its End-Use Load
Obligation within the ▇▇▇▇ Region, including system losses, and also
including any associated losses occurring on other systems supplied by such
Member, but excluding (i) generating station uses, (ii) transmission losses
supplied by another system, and (iii) energy purchased for Interruptible
Load, under such standards and requirements as may be established from time
to time by the Regional Reliability Committee.
3.59 Total Operating Reserve Obligation shall be that amount of
Spinning Reserve and Non-Spinning Reserve of the Members collectively
required to maintain continuity of service to all End-Use Load in the ▇▇▇▇
Region.
3.60 Transmission Owning Member shall mean a Member owning, or having
by contract Rights Equivalent to Ownership in, facilities for the
transmission of electric power at 115 kV or greater and extending for 500
miles or more that (i) are connected with and capable of operating as part
of the interconnected grid of such facilities within the ▇▇▇▇ Region, or
(ii) are outside the ▇▇▇▇ Region but are operated synchronously with and
are directly interconnected with facilities within the ▇▇▇▇ Region, or
(iii) are interconnected and operated synchronously with facilities within
the ▇▇▇▇ Region through the facilities of another Member or Members.
Partial ownership or entitlement in a mile of line shall be represented as
a percentage of the whole mile based on the current rating of the line as
reported to ▇▇▇▇.
3.61 Transmission Provider shall mean any Member that supplies
interconnection or transmission service to another Member.
3.62 Transmission Requester shall mean any Member that requests
interconnection or transmission service from any other Member or Members.
3.63 Transmission Using Member shall mean a Member that is an actual
or potential user of transmission service within the ▇▇▇▇ Region and that
is not a Transmission Owning Member.
3.64 Transmitting Utility shall mean any Electric Utility, qualifying
cogeneration facility as defined in the FPA, qualifying small power
production facility as defined in the FPA, or other entity which owns,
operates, or has Rights Equivalent to Ownership in electric power
transmission facilities used for the transmission of electric energy for
sale at wholesale.
3.65 Uncontrollable Forces shall mean without limitation, the
following: acts of God; strikes, lockouts or other industrial
disturbances; acts of public enemies; orders, or absence of necessary
orders and permits of any kind which have been properly applied for, from
the government of the United States, Canada or from any State, Territory or
Province, or any of their departments agencies or officials, or from any
civil or military authority; extraordinary delay in transportation;
inability to transport, store or reprocess spent nuclear fuel; unforeseen
soil conditions; equipment, material, supplies, labor or machinery
shortages; epidemics; landslides; lightning; ice; earthquakes; fire;
hurricanes; tornadoes; storms; floods; washouts; drought; war; sabotage;
national emergency; civil disturbances; explosions; breakage or accident to
machinery generation, transmission and/or distribution facilities, pipes or
canals not due to lack of proper care or maintenance; partial or entire
failure of utilities; breach of contract by any supplier, contractor,
subcontractor, laborer or materialman; injunction; blight; famine;
blockade; quarantine; or any other similar cause or event not reasonably
within the control of the Member.

ARTICLE 4

MEMBERSHIP

4.1 Eligibility - Membership in ▇▇▇▇ shall be open to any Electric
Utility, any Transmitting Utility, and to any other entity generating
electric energy for sale for resale, or to a Joint Member the Designating
Entities of which meet the foregoing requirements.
4.2 Membership Process
4.2.1 Participants and Associate Participants - All
Participants shall automatically become Members and be deemed signatories
to this Restated Agreement upon the Effective Date; provided, however, that
a Participant that votes against adoption or readoption of the Restated
Agreement pursuant to Section 14.1 may decline such automatic membership
and shall not be a Member by providing to the Secretary of the Executive
Committee written notice of its intent to decline membership not later than
the thirtieth day following the Effective Date; and provided, further, that
an Associate Participant under the ▇▇▇▇ Agreement or Manitoba Hydro may
decline such automatic membership and shall not be a Member by providing to
the Secretary of the Executive Committee written notice of its intent to
decline membership not later than the thirtieth day following the Effective
Date. A Participant declining such automatic membership shall continue to
be liable for any obligations incurred prior to giving notice of such
decision. The Secretary of the Executive Committee shall provide immediate
notice to all Participants of the commencement of any thirty day period
specified in Section 14.1. Notice of intent to decline membership pursuant
to the provisions of this paragraph shall become effective immediately and
may be given without regard to the termination provisions contained in
Paragraph 2.03 of the ▇▇▇▇ Agreement, but any Participant providing such
notice shall be subject to any obligations it would have had as a
terminated or a terminating Participant under the ▇▇▇▇ Agreement,
including, without limitation, the obligations of Paragraph 2.07 of the
▇▇▇▇ Agreement. Upon written request, the Secretary of the Executive
Committee shall provide a statement quantifying those obligations. Any
Participant or Associate Participant electing to decline membership under
the provisions of this Section shall not be eligible to have a
Representative on any council, committee or subcommittee. Within thirty
days after the Effective Date, each Participant or Associate Participant
intending to become a Member (i) shall provide written notification to the
Secretary of the Executive Committee of its identification as a
Transmission Owning Member or a Transmission Using Member and as an End-Use
Load Member as may be appropriate, (ii) shall provide to the Executive
Committee the information necessary for the Executive Committee to
determine its number of votes on the Management Committee and the ▇▇▇▇
Reliability Council, and (iii) shall execute an agreement with the
Contractor pursuant to 5.3.2. The Secretary of the Executive Committee
shall designate the appropriate classifications for any Member that does
not provide the foregoing notification.
4.2.2 New Members - An entity other than a Participant or
Associate Participant meeting the definition of a Member and desiring to
become a Member shall submit to the Secretary of the Executive Committee an
application for membership in such form, and providing such information, as
specified by the Executive Committee. Such application for membership
shall include: (i) a brief description of the Applicant; (ii) an
indication of whether the Applicant is a Transmission Owning Member or
Transmission Using Member and whether it is an End-Use Load Member, (iii)
information necessary to determine the Applicant's number of votes, and
(iv) such additional information as may be required by the Executive
Committee to incorporate the Applicant into all aspects of ▇▇▇▇, including,
without limitation, any models, line loading relief procedures, loss
repayment and transmission service charges. The application shall obligate
the Applicant to be bound by the provisions of this Restated Agreement if
the Applicant becomes a Member.
4.2.3 Joint Members - Any entity desiring to become a Joint
Member shall submit a written application to the Secretary of the Executive
Committee demonstrating (a) its eligibility for such status, (b) that each
of its Designating Entities is eligible to be a Designating Entity and has
designated it as a Joint Member on its behalf, and (c) the willingness of
the Joint Member and each of its Designating Entities to be bound by all
applicable provisions of this Restated Agreement. A Joint Member shall
promptly notify the Executive Committee in writing of any changes in its
Designating Entities, such notification to demonstrate that any added
Designating Entity is eligible to be a Designating Entity and has
designated the Joint Member to serve as the Joint Member on its behalf.
4.2.4 Review of Applications - Within thirty days of the
receipt by the Secretary of the Executive Committee of (i) an application
for membership, or (ii) an initial specification by a Participant or
Associate Participant as to whether it is an End-Use Load Member and a
Transmission Owning Member or a Transmission Using Member, or (iii) a
Members proposed change in membership category pursuant to Section 4.2.5,
or (iv) a notification of a change in the Designating Entities for a Joint
Member pursuant to Section 4.2.3, the Secretary of the Executive Committee
shall notify all Members of the receipt of such application or of such
initial identification or proposed change in category (any of the foregoing
being referred to for purposes of this Section as an "Application"). The
Secretary of the Executive Committee may, and upon the request of any
Member made within thirty days of the foregoing notification shall, require
a Member or Applicant to demonstrate that it meets the criteria for
membership or for the claimed membership category or categories. Not later
than thirty days after completion of the foregoing process, the Secretary
of the Executive Committee shall approve any Application which the
Secretary determines complies with the requirements of this Restated
Agreement, or shall refer the Application to the Executive Committee. At
its next meeting occurring at least thirty days after receiving a referral
of an Application from its Secretary, the Executive Committee shall
determine whether the Applicant is eligible for membership and shall
designate, on the basis of the best information available to it, the
membership category or categories in which the Member is to participate, or
shall reject the Application if the Applicant does not meet the
requirements for membership or for a change in membership category or
classification. An Applicant shall become a Member, or a Member's new
membership category or classification shall become effective, upon approval
of the Application therefor by the Secretary of the Executive Committee or
by the Executive Committee, but shall only be eligible to participate in or
obtain the benefits of any activities or functions carried out pursuant to
this Restated Agreement by complying with the standards and requirements
applicable thereto. The action of the Secretary of the Executive Committee
on an Application shall be considered the action of the Executive
Committee.
4.2.5 Change in Membership Categories - No more frequently than
once each Fiscal Year a Member may propose a change in its designated
identification as an End-Use Load Member or as a Transmission Owning Member
or Transmission Using Member by submitting a written request to the
Secretary of the Executive Committee demonstrating its eligibility for, and
stating its willingness to abide by all obligations pertaining to, such new
designation. The request for a new designation shall be reviewed as
specified in Section 4.2.4.
4.3 State and Provincial Agencies - Any Regulatory Agency may become
a Regulatory Participant by providing written notice to the Secretary of
the Executive Committee of its intent to participate. Each Regulatory
Participant shall receive notice of the meetings of all ▇▇▇▇ committees and
councils and may participate in such meetings through a Representative as
permitted by this Restated Agreement, but shall have no vote in any
council, committee, subcommittee or other entity created by or pursuant to
this Restated Agreement, and shall have no vote on any proposal to amend or
terminate this Restated Agreement. Any Regulatory Participant may
terminate its participation effective upon its written notice to the
Secretary of the Executive Committee of its desire to terminate such
participation.
4.4 Associate Members - Any entity desiring to become an Associate
Member shall submit a written request to the Secretary of the Executive
Committee demonstrating its eligibility for such status and obligating
itself to be bound by all applicable provisions of this Restated Agreement
if it becomes an Associate Member. Each Associate Member shall receive
notice of the meetings of all ▇▇▇▇ committees and councils and may
participate in such meetings through a Representative as permitted by this
Restated Agreement, but shall have no vote. Any Associate Member may
terminate its membership by providing written notice to the Secretary of
the Executive Committee of its intent to terminate membership.
4.5 Joint Members - Each Joint Member may participate in meetings of
all ▇▇▇▇ councils, committees and subcommittees, and shall do so in place
and on behalf of its Designating Entities, through a Representative as
permitted by this Restated Agreement. With respect to provisions of this
Restated Agreement specifying that a Member or Representative shall have
one vote, each Joint Member shall have one vote. With respect to
provisions of this Restated Agreement specifying weighted voting, a Joint
Member shall have the number of votes equal to the aggregate votes which
the Designating Entities for that Joint Member would have if the
Designating Entities were voting individually as Members. The Designating
Entities for a Joint Member shall have no voting rights except through
their Joint Member as specified herein. Each Joint Member shall be
obligated to pay such fees and dues, or other charges or assessments, as
would be applicable in the aggregate to the Designating Entities for that
Joint Member if such Designating Entities were participating individually
as Members in the activities of ▇▇▇▇ participated in by the Joint Member,
except that the fee upon joining and the annual fixed dues of a Joint
Member shall be that of a single Member.
4.6 Withdrawal, Suspension or Termination
4.6.1 Withdrawal - Any Member other than a Joint Member may
withdraw from participation in this Restated Agreement by written notice to
the Secretary of the Executive Committee. Such notice shall specify a
date, not earlier than three years from the date of the notice, on which
the withdrawal shall become effective. A Member withdrawing from
membership may not reapply for membership for one year after its withdrawal
has become effective.
4.6.2 Suspension or Termination - If the Executive Committee
determines that a Member has failed to comply with any of the provisions of
this Restated Agreement or any obligations assumed thereunder, the
Executive Committee shall give written notice to such Member specifying
such failure to perform or lack of compliance, and affording the Member a
reasonable period to perform or come into compliance. In accordance with
such notice, the Executive Committee shall review the conduct of such
Member and if its failure to perform or comply continues beyond the period
specified above, the Executive Committee may thereupon suspend in whole or
in part the rights of such Member to participate in or benefit from ▇▇▇▇
activities, including suspension of the Member's right to vote and, if
appropriate in light of the conduct of the Member, utilization of the
Service Schedules. Suspended Members shall continue to be liable for all
applicable dues, fees, assessments, or other charges. The Executive
Committee shall cause notice of the suspension of a Member to be delivered
to all Members. The suspension of a Member shall be effective on the date
specified by the Executive Committee in such notice. The period of such
suspension shall continue until either (i) the Executive Committee
determines that the suspended Member has come into compliance or is
prepared to comply with its reliability obligations and the other
provisions of this Restated Agreement, including all applicable Service
Schedules, or (ii) the Management Committee determines that the Member's
continued failure to perform or comply warrants termination of its
membership. A terminated Member shall not be eligible to re-apply for
membership until one year from the date of its termination, and shall be
readmitted to membership only upon demonstration that it has cured the
deficiencies that led to its termination, and is ready, willing and able to
abide by all applicable reliability obligations and any other applicable
provisions of this Restated Agreement, including all Service Schedules.
The provisions of this Section 4.6.2 shall not limit the right of any other
Member to enforce the rights and obligations established pursuant to this
Restated Agreement.
4.6.3 Joint Members - Any Joint Member may withdraw from
membership by providing written notice to the Secretary of the Executive
Committee of its intent to terminate membership, and may be terminated or
suspended as a Member in accordance with the provisions of this Restated
Agreement. Designating Entities shall be subject to the withdrawal,
suspension and termination provisions applicable to Members. Unless a
Designating Entity for a withdrawing or terminated Joint Member designates
another entity as its Joint Member, such Designating Entity shall become an
individual Member.
4.6.4 Members in Good Standing - To the extent determined by
the Executive Committee pursuant to the provisions of Section 4.6.2,
Members in good standing shall have no obligation under this Restated
Agreement to provide to or receive from any suspended or terminated Member
any services under any of the Service Schedules.
4.7 Obligations on Suspension, Withdrawal or Termination
4.7.1 Stability and Reliability - If upon suspension,
withdrawal or termination of a Member, or an election by a Participant to
decline membership pursuant to Section 4.2.1, the Regional Reliability
Committee determines that any of the transmission or generation facilities
of such Member or Participant are required for the continuing stability and
reliability of the interconnected systems of the remaining Members, such
suspended, withdrawing or terminated Member, or Participant declining
membership, shall continue to be subject to all ▇▇▇▇ reliability
requirements otherwise applicable to such facilities for as long as (i)
such Member or Participant continues to be directly interconnected with the
system of any Member, and (ii) the facilities of the suspended, withdrawing
or terminated Member, or Participant declining membership, remain in the
▇▇▇▇ Region, unless such suspended, withdrawing or terminated Member, or
Participant declining membership, has become subject to the requirements of
another regional reliability council recognized by NERC. Each Member
specifically acknowledges its continuing obligation to comply with the
foregoing reliability obligations and that such obligations shall continue
notwithstanding that the Member's rights under this Restated Agreement have
been suspended or terminated or that the Member has withdrawn from this
Restated Agreement.
4.7.2 Transactions - Any obligation incurred prior to a
Member's suspension, withdrawal or termination, or incurred by a
Participant electing to decline membership pursuant to Section 4.2.1,
arising from any transaction under the Service Schedules, or pursuant to
any of the service schedules included in the ▇▇▇▇ Agreement, or pursuant to
an agreement to provide transmission service, shall continue,
notwithstanding such suspension, withdrawal, termination or election, until
completion of any such obligation.
4.7.3 Financial Obligations - Any withdrawing or terminated
Member shall continue to fulfill any previously incurred financial
obligations under this Restated Agreement, including but not limited to any
obligations pursuant to any agreement entered into in accordance with the
provisions of Section 5.3.2. Any suspended Member shall continue to be
obligated to pay any dues, fees, or other charges assessed to it prior to
or during its period of suspension pursuant to the terms of this Restated
Agreement.
4.7.4 Regulatory Obligations - Nothing herein shall relieve any
suspended, withdrawing, or terminated Member, or Participant or Associate
Participant electing to decline membership pursuant to Section 4.2.1, from
any obligation it may have under Section 205 of the FPA to obtain
authorization from FERC to change or terminate its transmission tariff or
tariffs.

ARTICLE 5

GOVERNANCE AND MANAGEMENT
5.1 Management Committee
5.1.1 Membership - The Management Committee shall be composed
of one Representative of each Member. Each Member shall designate a
Representative and an alternate Representative for the Management Committee
by written notice to the Secretary of the Management Committee. Members
shall appoint as their Representatives on the Management Committee persons
with significant management or regulatory responsibility within the Member
and with significant experience in formulating or assisting in formulating
policy-level decisions for the Member.
5.1.2 Number of Votes
(a) For purposes of votes taken by the Management Committee,
and except as modified by the cap specified below, each Member shall have
one vote, plus the additional votes determined as follows:
i. One vote for each $7,500,000 or fraction thereof of its
Electric Revenues up to $90,000,000;
ii. One vote for each $15,000,000 of its Electric Revenues
over $90,000,000 and up to $180,000,000; and
iii. One vote for each $30,000,000 of its Electric Revenues
over $180,000,000.
(b) The votes of any Member in excess of twenty percent of
the total number of votes determined as specified in Section 5.1.2(a) shall
not be counted in any vote or quorum determination.
(c) The number of votes specified above shall be determined
for each Member as of the commencement of each Annual Meeting of the
Management Committee.
5.1.3 Voting Requirements - Except as specified in the last
sentence of Section 13.3.1, approval or adoption of any measure by the
Management Committee shall require two-thirds of the total number of votes
cast, determined as specified in Section 5.1.2; provided, however, that
approval or adoption of any measure materially affecting access to or use
of transmission facilities in the ▇▇▇▇ Region shall instead require
two-thirds of the votes of the Representatives of the Transmission Owning
Members voting and two-thirds of the votes of the Representatives of the
Transmission Using Members voting, each Representative of a Transmission
Owning or Transmission Using Member having one vote or such votes as
determined pursuant to Sections 13.19 and 13.20. The presence in person or
by proxy of Representatives or alternate Representatives able to vote 50%
or more of the total number of Management Committee votes, or alternatively
in cases requiring their consideration, 50% of each of the Representatives
of the Transmission Owning Members and the Transmission Using Members,
shall constitute a quorum for the conduct of business by the Management
Committee. Any Member whose Representative is unable to attend a meeting
of the Management Committee may designate and send its alternate
Representative to participate and vote in the place of the Representative,
or may give its written proxy to another Representative.
5.1.4 Officers - The Chair and Vice Chair of the Executive
Committee shall serve as Chair and Vice Chair of the Management Committee.
The incumbent Chairman and Vice Chairman of the Management Committee under
the ▇▇▇▇ Agreement shall serve as Chair and Vice Chair of the Management
Committee created by this Restated Agreement from the Effective Date until
the first Chair and Vice Chair of the Executive Committee are elected.
The Chair shall preside at meetings of the Management Committee, and shall
have the power to call meetings of the Management Committee and to exercise
such other powers as are specified in this Restated Agreement. The Vice
Chair shall preside at meetings of the Management Committee in the absence
of the Chair. A designee of the Contractor shall serve as the Secretary of
the Management Committee.
5.1.5 Meetings - The Management Committee shall hold an Annual
Meeting each Fiscal Year, at such time and place as the Chair shall
designate. The Chair shall call a meeting of the Management Committee
within a reasonable time after the Effective Date for the purpose of
selecting the initial Representatives for the Executive Committee. The
Management Committee shall meet at other times at the call of the Chair.
The Chair shall call a meeting of the Management Committee upon the request
of five or more members of the Management Committee. Alternate
Representatives may participate in any meeting of the Management Committee,
but may vote only if the Representative of the Member is not present.
5.1.6 Nominating Committee - The Chair of the Management
Committee shall appoint a Nominating Committee composed of: (a) one
Representative or alternate Representative of a Member that is in the
uppermost one-fifth of the End-Use Load Members when ranked by Electric
Revenues; (b) one Representative or alternate Representative of a Member
that is in the lowermost one-fifth of the End-Use Load Members when ranked
by Electric Revenues; (c) one Representative or alternate Representative of
a Member which is not an End-Use Load Member; (d) and three additional
Representatives or alternate Representatives selected in a best effort to
have the Nominating Committee reflect the diversity of the Members in terms
of size, type of entity, and geographic location; provided, however, that
at least two persons on the Nominating Committee shall also be
Representatives of Transmission Owning Members, and at least two shall also
be Representatives of Transmission Using Members. The members of the
Nominating Committee may not be members of the Executive Committee. The
Nominating Committee shall present to the Management Committee at its
Annual Meeting a slate of nominees for election to the At-Large Seats on
the Executive Committee as specified in Section 5.2.1, and shall coordinate
the selection of Representatives to fill the other seats on the Executive
Committee. The Nominating Committee shall also propose nominees for
vacancies on the At-Large Seats on the Executive Committee as may be
necessary. Nominations from the floor of the Management Committee in
addition to those presented by the Nominating Committee shall be permitted.

5.1.7 Dispute Resolution - Actions or decisions by the
Management Committee as to all matters over which it has responsibility
under this Restated Agreement shall be subject to review, modification or
other action only by the Management Committee; provided, however, that
assertions by a terminated Member that it was improperly or wrongfully
terminated under the provisions of this Restated Agreement, or assertions
by any Member or Regulatory Participant that an action or decision, or
failure to act or decide, of the Management Committee (i) is based on an
error of fact, (ii) is inconsistent with any term, standard, purpose or
objective of this Restated Agreement or (iii) is inconsistent with
applicable regulatory requirements or other applicable legal standards,
shall be resolved in accordance with the dispute resolution provisions of
Article 11.
5.1.8 Review of Executive Committee - Upon a request pursuant
to Section 5.2.5(c) from any three or more Members or from any Regulatory
Participant, the Management Committee shall review, and may modify,
rescind, or affirm, or take such other action as it shall deem appropriate
with respect to, any action or decision of the Executive Committee;
provided, however, that the action or decision of the Executive Committee
shall go into effect as adopted by the Executive Committee unless modified
or rescinded by the Management Committee.
5.1.9 Responsibilities - The Management Committee shall have
the following duties:
(a) Elect the Representatives to the Executive Committee as
specified herein;
(b) Provide such policy or other guidance as it may deem
appropriate to the Executive Committee;
(c) Terminate the membership of any suspended Member for
continued failure to comply with the terms of this
Restated Agreement or any standard, requirement, or other
obligation adopted pursuant to or incorporated by this
Restated Agreement, including but not limited to all
applicable reliability obligations;
(d) At each Annual Meeting review, revise if and to the
extent it deems appropriate, and approve, the annual
budget for ▇▇▇▇, the allocation of costs consistent with
Section 5.4.2, the annual dues assessed each Member and
Associate Member, and the initial fee upon joining ▇▇▇▇;
and
(e) Pursuant to Section 5.1.8, review, affirm, modify or
rescind, as it shall deem appropriate, any action or
decision of the Executive Committee.
5.2 Executive Committee
5.2.1 Membership
(a) Representatives to the Executive Committee shall be
elected by the Management Committee at its Annual Meeting from among the
Representatives and alternate Representatives on the Management Committee.
The Executive Committee shall have 12 Representatives, elected as follows:
i. Unless such seats are filled as specified in subsection
5.2.1(a)ii below, two Representatives shall be
Representatives or alternate Representatives of End-Use
Load Members that are in the uppermost one-fifth of the
End-Use Load Members when ranked by Electric Revenues,
and shall be elected by such Members on the basis of one
vote per Member, such seats on the Executive Committee
being designated the "Large-Member Seats";
ii. Each of the two largest End-Use Load Members subject to
the voting cap specified in Section 5.1.2(b), if any,
shall be entitled to designate its Representative or
alternate Representative to the Management Committee to
fill one of the Large-Member Seats;
iii. Two Representatives shall be Representatives or alternate
Representatives of Members that are in the lowermost
one-fifth of the End-Use Load Members when ranked by
Electric Revenues, and shall be elected by such Members
on the basis of one vote per Member, such seats on the
Executive Committee being designated the "Small-Member
Seats";
iv. Two Representatives shall be Representatives or alternate
Representatives of Members that are not End-Use Load
Members and shall be elected by the Members that are not
End-Use Load Members on the basis of one vote per Member,
such seats on the Executive Committee being designated
the "Non-End-Use Load Member Seats"; provided, however,
that if there are one or more but less than six Members
that are not End-Use Load Members, there shall be only
one Non-End-Use Load Member Seat, and if there are no
Members that are not End-Use Load Members there shall be
no Non-End-Use Load Member Seat;
v. Six Representatives, or seven if there is only one
Non-End-Use Load Member Seat, or eight if there are no
Non-End-Use Load Member Seats, shall be Representatives
or alternate Representatives of any Member, and shall be
elected by all the Members on the basis of the number of
votes specified in Section 5.1.2, such seats on the
Executive Committee being designated as the "At-Large
Seats";
vi. If there are more than two End-Use Load Members subject
to the voting cap specified in Section 5.1.2(b), each
such Member other than the largest two such Members shall
be entitled to designate its Representative or alternate
Representative to the Management Committee to fill an
At-Large Seat on the Executive Committee;
vii. The Management Committee shall use its best efforts to
elect Representatives to the At-Large Seats such that the
Executive Committee as a whole will reflect the diversity
among the Members in terms of size, type of entity, and
geographic location; and
viii. At least four of the Executive Committee Representatives
shall be Representatives or alternate Representatives of
Transmission Owning Members, and at least four of the
Executive Committee Representatives shall be
Representatives or alternate Representatives of
Transmission Using Members.
(b) No two or more persons serving on the Executive Committee
may be employees or agents of the same Member, or of Affiliated Members.
(c) The Representatives on the Management Committee
responsible for electing Representatives to the Large-Member Seats, the
Small-Member Seats, and the Non-End-Use Load Member Seats on the Executive
Committee, and any Members entitled to seats on the Executive Committee by
virtue of the voting cap specified in Section 5.1.2, shall appoint nominees
to fill those seats sufficiently in advance of the Annual Meeting of the
Management Committee to enable the Nominating Committee of the Management
Committee to prepare a slate of nominees for the At-Large Seats on the
Executive Committee.
(d) Representatives elected to the Executive Committee shall
serve for terms of three years; provided, however, that of the
Representatives first elected to the Executive Committee, one each from the
Large-Member, Small-Member, and Non-End-Use Load Member Seats shall serve
for terms of two years, two from the At-Large Seats shall serve for terms
of one year, and two from the At-Large Seats shall serve for terms of two
years. The Representatives to serve these shortened terms shall be
selected by the Representatives electing them. With the exception of
Members subject to the voting cap specified in Section 5.1.2, no Member may
have a Representative on the Executive Committee for more than two
consecutive terms.
(e) Any vacancies on the Executive Committee may be filled by
the Executive Committee on an interim basis until the next meeting of the
Management Committee.
5.2.2 Voting Requirements - Each Representative elected to the
Executive Committee shall have one vote. Except as specified in the last
sentence of Section 13.3.1, any action, determination or recommendation by
the Executive Committee shall require two-thirds of the votes of the
Representatives present and voting; provided, however, any action,
determination or recommendation materially affecting access to or use of
transmission facilities in the ▇▇▇▇ Region shall instead require two-thirds
of the votes of the Representatives of each of the Transmission Owning
Members and the Transmission Using Members present and voting. A quorum of
three-fourths of the Representatives on the Executive Committee, or
alternatively in cases requiring their consideration three-fourths of each
of the Representatives of the Transmission Owning Members and the
Transmission Using Members, shall be necessary for the Executive Committee
to conduct business.
5.2.3 Officers - The Executive Committee shall elect a Chair
and a Vice Chair from among its members at its Annual Meeting, the officers
so elected to serve until the next Annual Meeting. A designee of the
Contractor shall serve as the Secretary of the Executive Committee. The
Chair of the Executive Committee shall preside at meetings of the Executive
Committee, and shall have the power to call meetings of the Executive
Committee and to exercise such other powers as are specified in this
Restated Agreement or are authorized by the Executive Committee. The Vice
Chair shall preside at meetings of the Executive Committee in the absence
of the Chair, and shall exercise such other powers as are delegated by the
Chair. The incumbent Vice Chair may be elected to the position of Chair,
but no person shall serve more than two consecutive terms as Chair or more
than two consecutive terms as Vice Chair.
5.2.4 Meetings - The Executive Committee shall hold Annual and
Mid-Year meetings, with the Annual Meeting coinciding with the Annual
meeting of the Management Committee. The Executive Committee shall meet at
other times at the call of the Chair. The Chair shall call a meeting of
the Executive Committee upon the request of three or more members of the
Executive Committee, and shall call a meeting at least thirty days but not
more than 90 days after receiving a referral of a membership application
from its Secretary if a meeting of the Executive Committee would not
otherwise occur in this period.
5.2.5 Reconsideration and Appeal of Decisions
(a) The Secretary of the Management Committee shall be
immediately notified of any action or decision by the Executive Committee,
including action upon a request for reconsideration, and including any
action of the Secretary of the Executive Committee deemed to be an action
of the Executive Committee, and shall mail or distribute electronically
written notice thereof to each Representative to the Management Committee
and to each Regulatory Participant prior to the end of the seventh day
following the meeting of the Executive Committee at which such action was
taken or decision was made.
(b) Any Member or Regulatory Participant may request the
Executive Committee to reconsider any action or decision; provided,
however, that any request for reconsideration must be delivered to the
Secretary of the Executive Committee not more than fifteen days after
mailing or distribution of the notice specified above. A request for
reconsideration shall stay implementation of the action or decision at
issue unless the Executive Committee determines that immediate
implementation of the action or decision is in the best interests of the
Members; provided, however, that a request for reconsideration shall not
affect the obligation of the Management Committee to review the annual
budget for ▇▇▇▇, the allocation of costs consistent with Section 5.4.2, the
annual dues assessed each Member and Associate Member, and the initial fee
upon joining ▇▇▇▇, as specified in Section 5.1.9(d). A request for
reconsideration shall not be a prerequisite to appealing an action or
decision of the Executive Committee to the Management Committee.
(c) Actions or decisions of the Executive Committee, other
than actions or decisions with respect to the annual budget for ▇▇▇▇, the
allocation of costs pursuant to Section 5.4.2, the annual dues assessed
each Member and each Associate Member, and any adjustment in the initial
fee upon joining ▇▇▇▇, which matters shall be subject to review as
specified in Section 5.1.9(d), may be appealed by any three or more Members
or any Regulatory Participant to the Management Committee. Any such
Members or Regulatory Participant wishing to appeal any such action or
decision of the Executive Committee must deliver a written statement of the
Members' or the Regulatory Participant's intent to seek review by the
Management Committee, along with a summary of the reasons for review, to
the Secretary of the Management Committee not later than twenty-five days
after mailing or distribution of the notice of the action or decision upon
reconsideration specified above.
5.2.6 Dispute Resolution - Actions or decisions by the
Executive Committee as to all matters over which it has responsibility
under this Restated Agreement shall be subject to review, modification or
other action only by the Management Committee; provided, however, that the
following matters shall be resolved in accordance with the dispute
resolution provisions of Article 11:
(a) assertions by a Suspended Member that it was improperly
or wrongfully suspended under the provisions of this
Restated Agreement;
(b) disputes as to the proper categorization of a Member as
an End-Use Load Member, a Transmission Owning Member or a
Transmission Using Member;
(c) disputes as to whether an entity qualifies for
membership; and
(d) disputes as to whether a Member's Electric Revenues,
Reliability Megawatts, End-Use Load Obligation, votes, or
dues have been correctly determined under the applicable
methodologies established by the Executive Committee.
5.2.7 Responsibilities - The Executive Committee shall have the
following duties:
(a) Oversee the activities of the ▇▇▇▇ Center, and administer
relations with the Contractor;
(b) Maintain a list of End-Use Load Members, and determine
the End-Use Load Obligation of each;
(c) Maintain a list of Joint Members, and determine the
Designating Entities properly represented by such Joint
Member;
(d) Establish each Member's number of votes;
(e) Establish standards and procedures for determining
Electric Revenues;
(f) Revise as may be appropriate the size threshold
applicable to Section 3.17 for participation as a
Designating Entity;
(g) No later than thirty days prior to the Annual Meeting of
the Management Committee, adopt (i) an annual budget for
▇▇▇▇, including the costs of the Contractor, and any
other general and administrative costs, (ii) an
allocation of such costs consistent with Section 5.4.2,
(iii) the annual dues assessed each Member and each
Associate Member, and (iv) an adjustment, if appropriate,
in the initial fee upon joining ▇▇▇▇, which budget,
allocations, fees, and adjustments shall go into effect
as of the Annual Meeting of the Management Committee as
adopted by the Executive Committee unless revised by the
Management Committee;
(h) Establish a budget, an allocation of costs, and the dues
to be assessed each Member and Associate Member, for the
Fiscal Year or part thereof first following the Effective
Date.
(i) Resolve disputes among the Regional Transmission
Committee, the Power and Energy Market Committee, and the
▇▇▇▇ Reliability Council with respect to the scope of
their authority and responsibilities as specified in this
Restated Agreement or by the Management Committee;
(j) Establish or abolish, and set the duties and
responsibilities of, such committees or councils, other
than the committees and councils specified herein, as may
be appropriate to achieve the purposes of this Restated
Agreement;
(k) Establish an area relations advisory group;
(l) Make such other necessary administrative arrangements
pertinent to this Restated Agreement not specifically
covered herein, including the establishment of a Fiscal
Year;
(m) Exercise responsibility for representation of ▇▇▇▇'▇
interests in regulatory and other legal proceedings;
(n) Suspend the membership of any Member that fails to
perform its reliability obligations, or otherwise fails
to comply with obligations arising under or imposed
pursuant to the terms of this Restated Agreement;
(o) Appoint the representatives of ▇▇▇▇ to the NERC Board of
Trustees;
(p) Exercise responsibility for such other matters as are
assigned to it by this Restated Agreement or by the
Management Committee; and
(q) Submit a report of its activities to the Management
Committee at the Annual Meeting of the Management
Committee.
5.3 ▇▇▇▇ Center
5.3.1 Establishment of ▇▇▇▇ Center - The Executive Committee
shall cause the Contractor to maintain and operate the ▇▇▇▇ Center, which
shall furnish the facilities, equipment, personnel and services appropriate
to carrying out this Restated Agreement, including assisting the ▇▇▇▇
committees, councils, task forces, subcommittees, working groups, and other
persons or entities to satisfy the obligations and responsibilities of the
Members under this Restated Agreement, and providing educational programs,
material and information to the public, Members, government regulatory
bodies, NERC and others.
5.3.2 Agreement with the Contractor - Each Member shall enter
into an agreement with the Contractor for services as described in Section
5.3.1 under the terms and conditions, and requiring such payments, as may
be established from time to time between the Executive Committee and the
Contractor. Such agreement shall impose on any suspended, withdrawing or
terminated Member, or the successor to any Member that ceases to be a
Member as a result of a merger or consolidation, a continuing obligation to
pay its share of the costs of facilities, equipment or other assets
acquired by the Contractor with the approval of the Executive Committee, to
the extent such acquisition was approved and the level of each Member's
obligation was established by the Executive Committee prior to the period
of suspension, the notice of withdrawal given pursuant to Section 4.5, the
effective date of termination pursuant to Section 4.6.1, or the effective
date of such merger or consolidation, as applicable.
5.4 Fees and Dues
5.4.1 Fee upon Joining - Except as provided herein, each new
Member shall be assessed an initial fee of $10,000 upon joining ▇▇▇▇. The
amount of the foregoing fee may be adjusted by the Executive Committee to
reflect changes in costs and inflation, and shall not be paid by any Member
that was a Participant or Associate Participant or that was qualified to be
a Participant or Associate Participant and had a completed application to
become a Participant or Associate Participant pending on or prior to the
date on which this Restated Agreement was submitted to a vote of the
Participants for adoption as an amendment and restatement of the ▇▇▇▇
Agreement.
5.4.2 Dues
(a) The Executive Committee shall establish fixed annual dues
payable each year by each Member, which dues shall initially be set at
$2,500, and annual dues payable each year by each Associate Member, which
dues shall initially be set at $1,000. The Executive Committee shall
assign costs directly attributable to a Member or Associate Member to that
Member or Associate Member, and shall allocate the costs of the Contractor
and any other general and administrative costs of ▇▇▇▇ to the functions
within the respective purviews of the Regional Transmission Committee, the
Power and Energy Market Committee, and the ▇▇▇▇ Reliability Council to
reflect fairly the costs incurred as a result of each function. In making
such allocations, the Executive Committee shall allocate a reasonable
portion of transmission-related reliability costs to the Regional
Transmission Committee and to the Power and Energy Market Committee, in
recognition of the benefits from the ▇▇▇▇ reliability function received by
users of transmission facilities and participants in the Power and Energy
Market. The Regional Transmission Committee shall recover the costs
allocated to it in accordance with the provisions of Section 8.8.2. The
Power and Energy Market Committee shall recover the costs allocated to it
from the dues, fees and charges associated with the Power and Energy Market
in accordance with the provisions of Section 9.3. The Regional Reliability
Committee shall recover the costs allocated to it from the Reliability
Members in accordance with the provisions of Section 6.5.2.
(b) In the event of a merger or other corporate
reorganization, the surviving entity shall be obligated to pay, for any
Fiscal Year in which such merger or other reorganization occurs, any fees,
dues or other obligations imposed on an annual basis on the predecessor
entity or entities, including any such fees established pursuant to this
Section, Section 6.5.2, Section 8.8.2 or Section 9.3, prior to the merger
or other reorganization.

ARTICLE 6

REGIONAL RELIABILITY

6.1 Objective - The Members desire to realize, safeguard, maintain
and further the reliability of interconnected operations among a large
number of entities engaged in the electric business in the ▇▇▇▇ Region, in
order to ensure the provision within the ▇▇▇▇ Region of highly reliable,
safe electric service at a reasonable cost.
6.2 Standards - The Members hereby agree to adopt, enforce and comply
with requirements and standards that will safeguard regional reliability.
Such reliability requirements and standards shall be: (1) adopted and
enforced for the purpose of providing reliable service at a reasonable cost
within the ▇▇▇▇ Region; (2) not unduly discriminatory in substance or
application; (3) applied consistently to all Members; (4) consistent with
Good Utility Practice; and (5) not less stringent than NERC standards or
guidelines. A requirement or standard may not impose unreasonable or
unduly discriminatory costs or burdens on a Member or class of Members.
6.3 Adoption of Existing Reliability Requirements - All reliability
requirements and standards in effect under the ▇▇▇▇ Agreement on the
Effective Date shall remain in full force and effect, unless and until such
reliability requirements and standards are revised in accordance with the
terms of the Restated Agreement. The reliability requirements and
standards that shall remain in full force and effect shall be applied in a
manner consistent with the terms of this Restated Agreement and shall
include, without limitation, those in: the ▇▇▇▇ Engineering Handbook; the
▇▇▇▇ Operating Handbook; the ▇▇▇▇ Design Review Committee Manual; the ▇▇▇▇
System Analysis Standards and Study Guide; the ▇▇▇▇ Operating Requirements;
and the NERC Operating Manual. The Regional Reliability Committee shall be
responsible for administering the foregoing reliability standards and
requirements in accordance with the terms of this Restated Agreement.
6.4 Obligations of Members
6.4.1 Reliability - Members shall comply with all applicable
▇▇▇▇ reliability standards and requirements, as well as all applicable NERC
reliability standards and guidelines to the extent not incorporated in or
superseded by a ▇▇▇▇ reliability standard or requirement.
6.4.2 End-Use Load - Each End-Use Load Member shall maintain
during each month Accredited Capability in an amount equal to or greater
than its maximum System Demand for such month plus its Reserve Capacity
Obligation, and shall maintain transmission capability adequate for
delivery of the Accredited Capability to its End Use Load in accordance
with standards and requirements established by the Regional Reliability
Committee.
6.4.3 Assignment of End-Use Load Obligation
(a) The supplier of All-Requirements Service shall have the
End-Use Load Obligation for the End-Use Load supplied by such service. If
All-Requirements Service is purchased from another Member and resold by the
purchaser for resale, the Member first supplying such All-Requirements
Service shall have the End-Use Load Obligation with respect to such
service.
(b) The supplier of Partial Requirements Service shall have
the End-Use Load Obligation for the End-Use Load supplied by such service.
If Partial Requirements Service is purchased from another Member and resold
by the purchaser for resale, the Member first supplying such Partial
Requirements Service shall have the End-Use Load Obligation with respect to
such service.
(c) In order for wholesale service provided under contracts
entered into after the Effective Date to be deemed All-Requirements Service
or Partial Requirements Service for purposes of this Restated Agreement,
the service must meet the applicable definition for such service specified
in Section 3.5 or Section 3.43 of this Restated Agreement, and the contract
must specify that the service is All-Requirements Service or Partial
Requirements Services for ▇▇▇▇ purposes, as applicable. If a contract for
wholesale service entered into after the Effective Date does not meet the
foregoing requirements, the service provided thereunder shall not be deemed
All-Requirements or Partial Requirements Service for purposes of this
Restated Agreement.
(d) Unless the parties to a contract for wholesale service in
effect on the Effective Date are Participants, such contracts that provide
service meeting the definition of All-Requirements Service specified in
Section 3.5 shall be deemed to provide All-Requirements Service for
purposes of this Restated Agreement, and such contracts that provide
service meeting the definition of Partial Requirements Service specified in
Section 3.43 shall be deemed to provide Partial Requirements Service for
purposes of this Restated Agreement. If the parties to a contract for
wholesale service in effect on the Effective Date are Participants, the
parties shall file a joint specification of the nature of such service with
the Executive Committee not later than the 60th day after the Effective
Date. If the parties are unable to agree on a joint specification, the
purchaser shall have any End-Use Load Obligation associated with such
contract.
(e) In addition to any other End-Use Load Obligation it may
have, the purchaser shall have the End-Use Load Obligation with respect to
End-Use Load supplied under any wholesale contract not providing either
All-Requirements Service or Partial Requirements Service.
(f) Notwithstanding any of the foregoing provisions of this
Section 6.4.3, a Member may by written agreement assign any or all of its
End-Use Load Obligation to another Member. Any such assignment shall not
be effective until the agreement making such assignment shall have been
filed with the Secretary of the Executive Committee.
6.4.4 Operating Reserves - Each Member shall maintain Operating
Reserves in accordance with standards and requirements established by the
Regional Reliability Committee.
6.4.5 Interconnected Operations - Members which own or control
generation facilities in, or transmission facilities in or contiguous to,
the ▇▇▇▇ Region shall operate such facilities on an interconnected basis
under normal system conditions. If interconnection of the systems of the
Members becomes interrupted, the Members shall cooperate to remove the
cause of such interruption and shall restore the interconnection to normal
operation as soon as practicable. The Members shall cooperate in keeping
the frequency of the interconnected systems of the Members at 60 Hz, in
keeping the interchange of power and energy between the systems of the
Members as close as is practicable to the scheduled amounts, and in
maintaining mutually satisfactory voltage levels. Each Member owning or
controlling generation or transmission facilities shall be responsible for
the reactive volt-ampere requirements of its system. Reactive volt-amperes
may be interchanged between systems from time to time, subject to agreement
between the Members involved, if a benefit to one system may be gained
thereby without causing undue hardship to another system.
6.4.6 Accreditation of Generation - Each Member seeking to have
a generating unit accredited shall have such unit tested and accredited in
accordance with standards and requirements established by the Regional
Reliability Committee.
6.4.7 System Disturbances - The systems of the Members shall
normally be maintained and operated to minimize, in accordance with Good
Utility Practice, the likelihood of a disturbance originating in the system
of one Member causing impairment to the service of the system of any other
Member or of any other system with which the systems of the Members are
interconnected.
6.4.8 Interconnection - No Member shall permit a non-Member
with End-Use Load in the ▇▇▇▇ Region, or a non-Member that owns or controls
generation or transmission facilities in the ▇▇▇▇ Region, to operate its
facilities on an interconnected basis with the facilities in the ▇▇▇▇
Region of a Member unless such non-Member has agreed in writing with a
Member to abide by all ▇▇▇▇ reliability requirements that would be
applicable to such non-Member if it were a Member. The interconnected
Member or Members shall be responsible for ensuring that the non-Member
abides by such requirements, and shall assume the ▇▇▇▇ reliability
requirements associated with the non-Member's End-Use Load or facilities if
the non-Member does not comply.
6.4.9 Information - Members shall comply with all reasonable
requests of the ▇▇▇▇ Reliability Council or the Regional Reliability
Committee or its subcommittees for information relating to the
establishment or modification of, or compliance with, ▇▇▇▇ reliability
standards and requirements.
6.5 ▇▇▇▇ Reliability Council
6.5.1 Membership - The ▇▇▇▇ Reliability Council shall be
composed of one Representative of each Reliability Member. Each
Reliability Member shall be assessed and pay a share of the costs allocated
or assigned to the ▇▇▇▇ Reliability Council, unless another Reliability
Member agrees to pay such costs. Representatives and alternate
Representatives for the ▇▇▇▇ Reliability Council shall be designated by
written notice to the Secretary of the ▇▇▇▇ Reliability Council. Any
Reliability Member other than an End-Use Load Member or a Transmission
Owning Member that is not an End-Use Load Member may terminate its
participation in the ▇▇▇▇ Reliability Council effective upon written notice
to the Secretary of the Executive Committee, but such termination shall not
reduce such Reliability Member's Reliability Dues for the Fiscal Year in
which such termination occurs. For purposes of voting on the ▇▇▇▇
Reliability Council or service on Committees of the ▇▇▇▇ Reliability
Council, a Joint Member of which one or more Designating Entities is an
End-Use Load Member shall be considered a Reliability Member that is an
End-Use Load Member.
6.5.2 Reliability Dues - Each Reliability Member shall pay
fixed annual Reliability Dues in equal amounts such that the total of such
amounts equals 10% of the annual total costs allocated or assigned to the
▇▇▇▇ Reliability Council. Reliability Members shall pay additional
Reliability Dues in amounts determined by the following formula:

▇▇ ▇▇▇▇ = (RM's Reliability Megawatts/Reliability Megawatts of all
RMs) * NET MRC Costs
Where:
RM = Reliability Member
Net MRC Costs = Total costs allocated or assigned to the ▇▇▇▇
Reliability Council (or, for the first year
following the Effective Date, the budgeted costs
allocated or assigned to the ▇▇▇▇ Reliability
Council) net of the fixed annual Reliability Dues
collected on an equal basis from all Reliability
Members.
6.5.3 Number of Votes
(a) For purposes of votes taken by the ▇▇▇▇ Reliability
Council, and except as modified by the cap specified below, each
Reliability Member shall have the number of votes determined as follows:
i. One vote for each 25 Reliability Megawatts, or fraction
thereof, up to 300 Reliability Megawatts;
ii. One vote for each 50 Reliability Megawatts, or fraction
thereof, from 301 to 600 Reliability Megawatts; and
iii. One vote for each 100 Reliability Megawatts, or
fraction thereof, over 600 Reliability Megawatts.
(b) The votes of any Reliability Member in excess of twenty
percent of the total number of votes determined as specified in Section
6.5.3(a) shall not be counted in any vote or quorum determination.
6.5.4 Voting Requirements - Except as specified in this Section
6.5.4 and in the last sentence of Section 13.3.1, approval or adoption of
any measure by the ▇▇▇▇ Reliability Council shall require two-thirds of the
total number of votes cast, such votes to be determined as specified in
Section 6.5.3. Approval or adoption of any measure that will determine the
Reserve Capacity Obligation of End-Use Load Members, or the rules for the
determination of Accredited Capability for End-Use Load Members, shall
instead require two-thirds of the total number of votes cast by the
Reliability Members that are End-Use Load Members, such votes to be
determined as specified in Section 6.5.3. Approval or adoption of any
measure that will materially affect access to or use of transmission
facilities in the ▇▇▇▇ Region shall instead require two-thirds of the votes
of the Reliability Members that are Transmission Owning Members voting and
two-thirds of the votes of the Reliability Members that are Transmission
Using Members voting, each Representative of a Transmission Owning or
Transmission Using Member having one vote or such votes as determined
pursuant to Sections 13.19 and 13.20. The presence in person or by proxy
of Representatives able to vote 50% or more of the total number of ▇▇▇▇
Reliability Council votes, or alternatively in cases requiring their
consideration 50% of the votes of the Representatives of the Reliability
Members that are Transmission Owning Members and of those that are
Transmission Using Members, shall constitute a quorum for the conduct of
business by the ▇▇▇▇ Reliability Council. Any Reliability Member the
Representative of which is unable to attend a meeting of the ▇▇▇▇
Reliability Council may send its alternate Representative to participate
and vote in the place of the Representative, or may give its written proxy
to another Representative.
6.5.5 Officers - The Chair and Vice Chair of the Regional
Reliability Committee shall serve as Chair and Vice Chair of the ▇▇▇▇
Reliability Council. The Chair shall preside at meetings of the ▇▇▇▇
Reliability Council, and shall have the power to call meetings of the ▇▇▇▇
Reliability Council and to exercise such other powers as are specified in
this Restated Agreement. The Vice Chair shall preside at meetings of the
▇▇▇▇ Reliability Council in the absence of the Chair. A designee of the
Contractor shall serve as the Secretary of the ▇▇▇▇ Reliability Council.
6.5.6 Meetings - The ▇▇▇▇ Reliability Council shall hold an
Annual Meeting each Fiscal Year, at such time and place as the Chair shall
designate. The Chair shall call a meeting of the ▇▇▇▇ Reliability Council
within a reasonable time after the Effective Date for the purpose of
selecting the initial Representatives for the Regional Reliability
Committee. The ▇▇▇▇ Reliability Council shall meet at other times at the
call of the Chair. The Chair shall call a meeting of the ▇▇▇▇ Reliability
Council upon the request of five or more Reliability Members.
6.5.7 Nominating Committee - Prior to each Annual Meeting of
the ▇▇▇▇ Reliability Council, the Chair of the ▇▇▇▇ Reliability Council
shall appoint a Nominating Committee composed of: (a) one Representative
or alternate Representative of a Member that is in the uppermost one-fifth
of the End-Use Load Members when ranked by Reliability Megawatts; (b) one
Representative or alternate Representative of a Member that is in the
lowermost one-fifth of the End-Use Load Members when ranked by Reliability
Megawatts; (c) one Representative or alternate Representative of
Reliability Members which are not End-Use Load Members if there are any
such Reliability Members; and (d) three additional Representatives or
alternate Representatives selected in a best effort to have the Nominating
Committee reflect the diversity of the Reliability Members in terms of
size, type of entity, and geographic location; provided, however, that at
least two persons on the Nominating Committee shall also be Representatives
of Reliability Members which are Transmission Owning Members, and at least
two shall also be Representatives of Reliability Members which are
Transmission Using Members. The members of the Nominating Committee may
not be members of the Regional Reliability Committee. The Nominating
Committee shall present to the ▇▇▇▇ Reliability Council at its Annual
Meeting a slate of nominees for election to the At-Large Seats on the
Regional Reliability Committee as specified in Section 6.6.1, and shall
coordinate the selection of Representatives to fill the other seats on the
Regional Reliability Committee. The Nominating Committee shall also
propose nominees for vacancies on the At-Large Seats on the Regional
Reliability Committee as may be necessary. Nominations from the floor of
the ▇▇▇▇ Reliability Council in addition to those presented by the
Nominating Committee shall be permitted.
6.5.8 Dispute Resolution - Actions or decisions by the ▇▇▇▇
Reliability Council as to all matters over which it has responsibility
under this Restated Agreement shall be subject to review, modification or
other action only by the ▇▇▇▇ Reliability Council; provided, however, that
assertions by any Member or Regulatory Participant that an action or
decision, or failure to act or decide, of the ▇▇▇▇ Reliability Council (i)
is based on an error of fact, (ii) is inconsistent with any term, standard,
purpose or objective of this Restated Agreement or (iii) is inconsistent
with applicable regulatory requirements or other applicable legal
standards, shall be resolved in accordance with the dispute resolution
provisions of Article 11.
6.5.9 Responsibilities - The ▇▇▇▇ Reliability Council shall
have the following duties:
(a) Carry out the functions and responsibilities of ▇▇▇▇ as
the recognized NERC reliability council for the ▇▇▇▇
Region;
(b) Elect the Representatives to the Regional Reliability
Committee as specified herein;
(c) Provide such policy or other guidance as it may deem
appropriate to the Regional Reliability Committee;
(d) Hear and resolve appeals from decisions of the Regional
Reliability Committee; and
(e) Carry out, or delegate to the Regional Reliability
Committee, such tasks as may be appropriately assigned to
the ▇▇▇▇ Reliability Council by the Management or
Executive Committees.
6.6 Regional Reliability Committee - The Regional Reliability
Committee shall be responsible, under the supervision and direction of the
▇▇▇▇ Reliability Council, for carrying out the regional reliability
functions of ▇▇▇▇, as set forth in this Article 6. The Regional
Reliability Committee may request the Contractor to provide the assistance
of the ▇▇▇▇ Center in carrying out these responsibilities.
6.6.1 Membership
(a) Representatives to the Regional Reliability Committee
shall be elected by the ▇▇▇▇ Reliability Council at its Annual Meeting from
among the Representatives and alternate Representatives on the ▇▇▇▇
Reliability Council. The Regional Reliability Committee shall have 12
Representatives, elected as follows:
i. Unless such seats are filled as specified in subsection
6.6.1(a)ii below, two Representatives shall be
Representatives or alternate Representatives of
Reliability Members that are End-Use Load Members and
that are in the uppermost one-fifth of such Reliability
Members when ranked by Reliability Megawatts, and shall
be elected by those Reliability Members on the basis of
one vote per Reliability Member, such seats on the
Regional Reliability Committee being designated the
"Large-Member Reliability Seats";
ii. Each of the two Reliability Members that are the End-Use
Load Members with the largest number of votes and that
are subject to the voting cap specified in Section
6.5.3(b), if any, shall be entitled to designate its
Representative or alternate Representative to the ▇▇▇▇
Reliability Council to fill one of the Large-Member
Reliability Seats;
iii. Two Representatives shall be Representatives or alternate
Representatives of Reliability Members that are End-Use
Load Members and that are in the lowermost one-fifth of
such Reliability Members when ranked by Reliability
Megawatts, and shall be elected by those Reliability
Members on the basis of one vote per Reliability Member,
such seats on the Regional Reliability Committee being
designated the "Small-Member Reliability Seats";
iv. Two Representatives shall be Representatives or alternate
Representatives of Reliability Members that are not
End-Use Load Members and shall be elected by such
Reliability Members on the basis of one vote per
Reliability Member, such seats on the Regional
Reliability Committee being designated the "Non-End-Use
Load Member Reliability Seats"; provided, however, that
if there are one or more but less than six Reliability
Members that are not End-Use Load Members, there shall be
only one Non-End-Use Load Member Reliability Seat, and if
there are no Reliability Members that are not End-Use
Load Members there shall be no Non-End-Use Load Member
Reliability Seat;
v Six Representatives, or seven if there is only one
Non-End-Use Load Member Reliability Seat, or eight if
there are no Non-End-Use Load Member Reliability Seats,
shall be Representatives or alternate Representatives of
any Reliability Member, and shall be elected by all the
Reliability Members on the basis of the number of votes
specified in Section 6.5.3, such seats on the Regional
Reliability Committee being designated as the "At-Large
Reliability Seats";
vi. If there are more than two Reliability Members subject to
the voting cap specified in Section 6.5.3(b), each such
Reliability Member other than the largest two such
Reliability Members shall be entitled to designate its
Representative or alternate Representative to the ▇▇▇▇
Reliability Council to fill one of the At-Large
Reliability Seats on the Regional Reliability Committee;
vii. The ▇▇▇▇ Reliability Council shall use its best efforts
to elect Representatives to the At-Large Reliability
Seats such that the Regional Reliability Committee as a
whole will reflect the diversity among the Reliability
Members in terms of size, type of entity, and geographic
location; and
viii. At least four of the Regional Reliability Committee
Representatives shall be Representatives or alternate
Representatives of Reliability Members which are
Transmission Owning Members, and at least four of the
Regional Reliability Committee Representatives shall be
Representatives or alternate Representatives of
Reliability Members which are Transmission Using Members.

(b) No two or more persons serving on the Regional
Reliability Committee may be employees or agents of the same Member, or of
Affiliated Members.
(c) The Representatives on the ▇▇▇▇ Reliability Council
responsible for electing Representatives to the Large-Member Reliability
Seats, the Small-Member Reliability Seats, and the Non-End-Use Load Member
Reliability Seats on the Regional Reliability Committee, and any
Reliability Members entitled to seats on the Regional Reliability Committee
by virtue of the voting cap specified in Section 6.b.3(b), shall appoint
nominees to fill those seats sufficiently in advance of the Annual Meeting
of the ▇▇▇▇ Reliability Council to enable the Nominating Committee of the
▇▇▇▇ Reliability Council to prepare a slate of nominees for the At-Large
Seats on the Regional Reliability Committee.
(d) Representatives elected to the Regional Reliability
Committee shall serve for terms of three years; provided, however, that of
the Representatives first elected to the Regional Reliability Committee,
one each from the Large Reliability Member, Small Reliability Member, and
Non-End-Use Load Member Reliability Seats shall serve for terms of two
years, two from the At-Large Reliability Seats shall serve for terms of one
year, and two from the At-Large Reliability Seats shall serve for terms of
two years. The Representatives to serve these shortened terms shall be
selected by the Representatives electing them. With the exception of
Reliability Members subject to the voting cap specified in Section
6.5.3(b), no Reliability Member may have a Representative on the Regional
Reliability Committee for more than two consecutive terms.
(e) Persons elected as Representatives to the Regional
Reliability Committee shall have technical expertise and significant
experience relating to electric industry reliability matters.
6.6.2 Voting Requirements - Each Representative on the Regional
Reliability Committee shall have one vote. Except as specified in this
Section 6.6.2 and in the last sentence of Section 13.3.1, any action,
determination or recommendation by the Regional Reliability Committee shall
require two-thirds of the votes of the Representatives present and voting.
Any action, determination or recommendation which will determine the
Reserve Capacity Obligation of End-Use Load Members, or the rules for the
determination of Accredited Capability for End-Use Load Members, shall
instead require two-thirds of the votes of the Representatives of
Reliability Members that are End-Use Load Members present and voting. Any
action, determination or recommendation materially affecting access to or
use of transmission facilities in the ▇▇▇▇ Region shall instead require
two-thirds of the votes of the Representatives of each of the Transmission
Owning Members and the Transmission Using Members present and voting. A
quorum of three-fourths of the Representatives on the Regional Reliability
Committee, or alternatively in cases requiring their consideration
three-fourth of each of the Representatives of the Transmission Owning
Members and the Transmission Using Members, shall be necessary for the
Regional Reliability Committee to conduct business.
6.6.3 Officers - At the first meeting of the Regional
Reliability Committee following the Annual Meeting of the ▇▇▇▇ Reliability
Council, the Representatives to the Regional Reliability Committee shall
choose a Chair and Vice Chair from among the Representatives on the
Committee. A designee of the Contractor shall serve as the Secretary of
the Regional Reliability Committee. The Chair of the Regional Reliability
Committee shall preside at meetings of the Committee, and shall have the
power to call meetings of the Committee and to exercise such other powers
as are specified in this Restated Agreement or are authorized by the
Regional Reliability Committee. The Vice Chair shall preside at meetings
of the Regional Reliability Committee in the absence of the Chair, and
shall exercise such other powers as are delegated by the Chair.
6.6.4 Meetings - The Regional Reliability Committee shall meet
at such times and places as determined by the Committee, or at the call of
the Chair. The Chair shall call a meeting of the Regional Reliability
Committee upon the request of three or more members of the Regional
Reliability Committee.
6.6.5 Subcommittees
(a) The Regional Reliability Committee shall have such
subcommittees and ad hoc task forces as from time to time it shall deem
appropriate. Each subcommittee shall be composed of eight voting
Representatives, including at least one Representative of a Reliability
Member which is not an End-Use Load Member, if such there be and such
Representative is willing to serve on the Subcommittee. Subcommittee
voting Representatives shall be elected by the Regional Reliability
Committee, using its best efforts to provide representation on the
subcommittee of the subregions within ▇▇▇▇ and the range of interests
likely to be affected by the actions of the subcommittee. Subcommittee
Representatives shall serve for terms of three years, and may be
re-elected. Any person designated by a Reliability Member to serve on a
subcommittee and who has technical expertise and significant experience
relating to electric industry reliability matters pertinent to the
responsibilities of the subcommittee shall be eligible to serve on the
subcommittee; provided, however, that a subcommittee of the Regional
Reliability Committee may not have two or more Representatives of the same
Member, or of Affiliated Members. Each subcommittee shall also have as a
non-voting Representative an employee designated by the Contractor.
(b) The Regional Reliability Committee shall establish or
modify the duties and responsibilities of the subcommittees of the Regional
Reliability Committee. Each Representative on a subcommittee shall have
one vote. Except as specified in the last sentence of Section 13.3.1,
decisions and other actions of each subcommittee shall be determined by
two-thirds vote of the subcommittee Representatives present and voting,
with the presence of six voting Representatives being necessary to
establish a quorum; provided, however, that any decision, determination, or
other action of any subcommittee shall at the request of any Member or
Regulatory Participant be subject to review and modification by the
Regional Reliability Committee. Any request for such review or
modification must be delivered to the Secretary of the Regional Reliability
Committee not later than the fourteenth day after the delivery of the
minutes of the subcommittee meeting at which the decision, determination or
other action was taken.
(c) Without limiting the authority of the Regional
Reliability Committee as set forth in subparagraphs (a) and (b) of this
Section, the initial subcommittees to be established by the Regional
Reliability Committee, and the initial responsibilities of those
subcommittees, shall be as described in Exhibit A of this Restated
Agreement. The Regional Reliability Committee shall update and revise
Exhibit A as appropriate. The members immediately prior to the Effective
Date of the committee established under the ▇▇▇▇ Agreement with
responsibilities most similar to that of each subcommittee specified in
Exhibit A shall constitute the corresponding subcommittee until the initial
Representatives on the subcommittee are elected as specified in this
Restated Agreement, all such elections to take place not later than the end
of the sixth month following the Effective Date.
(d) To enable the subcommittees of the Regional Reliability
Committee to carry out their tasks, Members shall furnish such studies and
data as a subcommittee shall reasonably request, including but not limited
to technical studies of system performance, data on current and projected
loads, system equipment capabilities, capability margins, spinning
reserves, relay settings controlling major facilities, communication
facilities, recording facilities and operating procedures.
6.6.6 Reconsideration and Appeal of Decisions
(a) The Secretary of the ▇▇▇▇ Reliability Council shall be
immediately notified of any action or decision taken by the Regional
Reliability Committee, and shall mail or distribute electronically written
notice thereof to each Representative to the ▇▇▇▇ Reliability Council and
to each Regulatory Participant prior to the end of the seventh day
following the meeting of the Regional Reliability Committee at which such
action or decision was taken.
(b) Any Member or Regulatory Participant may request the
Regional Reliability Committee to reconsider any action or decision;
provided, however, that any request for reconsideration must be delivered
to the Secretary of the Regional Reliability Committee not more than
fifteen days after mailing or distribution of the notice specified above.
A request for reconsideration shall stay implementation of the action or
decision at issue unless the Regional Reliability Committee determines that
immediate implementation of the action or decision is necessary to
safeguard reliability in the ▇▇▇▇ Region.
(c) Actions or decisions of the Regional Reliability
Committee may be appealed to the ▇▇▇▇ Reliability Council by any Member or
Regulatory Participant. Any such Members or Regulatory Participant wishing
to appeal an action or decision of the Regional Reliability Committee must
deliver a written statement of an intent to seek review by the ▇▇▇▇
Reliability Council, along with a summary of the basis for review, to the
Secretary of the ▇▇▇▇ Reliability Council not later than twenty-five days
after mailing or distribution of the notice specified above; provided,
however, that the foregoing period shall be stayed by a request to the
Regional Reliability Committee for reconsideration, and shall run anew from
the date of the Regional Reliability Committee's action on such
reconsideration. A request for reconsideration shall not be a prerequisite
to appealing an action or decision of the Regional Reliability Committee to
the ▇▇▇▇ Reliability Council.
6.6.7 Dispute Resolution
(a) Decisions or other actions of the Regional Reliability
Committee shall be subject to review, modification, or other action only by
the ▇▇▇▇ Reliability Council, in accordance with the appeal procedures set
forth in Section 6.6.6; provided, however, that actions or decisions, or
failures to act or decide, of the ▇▇▇▇ Reliability Council shall be subject
to the dispute resolution provisions of Article 11 as provided herein; and
provided, further, that assertions as to any final decision or other action
of the Regional Reliability Committee on the following matters shall be
resolved in accordance with the dispute resolution provisions of Article 11
if the Member or Regulatory Participant making such an assertion does not
elect to take an appeal to the ▇▇▇▇ Reliability Council:
i. Assertions that a reliability requirement, rule,
guideline, procedure or other standard is unduly
discriminatory, imposes undue or unreasonable costs or
other burdens on the Member, or is otherwise contrary to
the terms of this Restated Agreement;
ii. Assertions as to compliance or lack of compliance by the
Member or another Member with a reliability requirement,
rule, guideline, procedure or other standard; and
(1) Assertions that an approval or accreditation sought by
the Member was unreasonably or improperly denied or
withheld.
6.6.8 Responsibilities - The duties of the Regional Reliability
Committee include the following and such additional duties as may be
assigned to it by the ▇▇▇▇ Reliability Council, all such duties to be
carried out in conformity with NERC reliability criteria, standards and
guides, and all applicable laws and regulations:
(a) Establish and revise system design standards for the ▇▇▇▇
Region, and coordinate such standards with other NERC
regional reliability councils, to effect optimum
reliability and economy of service;
(b) Establish and revise system operating standards,
including but not limited to, criteria and rules relating
to protective equipment, switching, voltage control,
system control performance, load shedding, emergency and
restoration procedures and the operation and maintenance
of generation and transmission facilities of the Members
necessary to assure the reliable operation of the ▇▇▇▇
Region;
(c) Establish and revise the Reserve Capacity Obligation of
each End-Use Load Member;
(d) Establish and revise the Total Operating Reserve
Obligation, the procedures to be followed by Members in
restoring the Total Operating Reserve Obligation in the
event of a large generator failure or other comparable
contingency, a formula to establish the Operating Reserve
Obligation of each Member, and procedures for determining
the Operating Reserve that is available on the systems of
the Members at all times;
(e) Approve planned generation and transmission additions and
retirements based on conformance with reliability and
design standards and requirements;
(f) Establish procedures for prompt review and approval by
the Contractor, if consistent with applicable reliability
criteria, of capacity transactions below specified
megawatt and duration thresholds established by the
Regional Reliability Committee, such procedures to
provide that any such approval by the Contractor shall be
promptly communicated to the Members;
(g) Establish procedures for review and approval of, and
review and approve, if consistent with applicable
reliability criteria, capacity transactions that exceed
the megawatt or duration thresholds established under
subsection 6.6.8(f);
(h) Establish and revise rules for the determination of
Accredited Capability of the End-Use Load Members;
(i) Establish and revise standards for testing the capability
of all generation within the ▇▇▇▇ Region owned or
controlled by Members;
(j) Conduct periodic overall system reliability studies as
required;
(k) Establish and revise rules, procedures and guidelines
governing the operation of control areas in the ▇▇▇▇
Region, and the scheduling of transactions, as may be
necessary or appropriate to safeguard reliability;
(l) Perform annually, for the ensuing ten years or other
planning period specified by NERC, an assessment of the
adequacy and reliability of facilities to serve the
End-Use Load in the ▇▇▇▇ Region and other projected
requirements, based on a continuing review of the
Members' load and capability forecasts and other relevant
information;
(m) Provide reports to the ▇▇▇▇ Reliability Council assessing
the impact of significant disturbances of reliability, or
other significant events, within the ▇▇▇▇ Region or any
of its subregions, and providing recommendations for
appropriate action, if any, in light of such disturbances
or events;
(n) Establish and revise procedures and practices to
coordinate the operation of the bulk power production
system in the ▇▇▇▇ Region and its development and
operation with adjoining systems, pools and regional
reliability councils;
(o) Establish and revise rules relating to the effect of
abnormal conditions on System Demand and Reserve Capacity
Obligation;
(p) Select representatives to the NERC Engineering and
Operating Committees, and participate in NERC functions
as appropriate;
(q) Recommend to the Executive Committee planning and
operating functions which should be assigned to the
Contractor to improve reliability and economy and to
facilitate preparation of budget recommendations;
(r) Review and coordinate planned generation and transmission
maintenance, to assure at all times satisfying the Total
Operating Reserve Obligation;
(s) Coordinate the periods and methods of reporting scheduled
and actual power and energy flows;
(t) Establish and revise procedures and practices sufficient
to ensure that the reliability standards, practices and
procedures adopted by the Regional Reliability Committee
are implemented in a manner consistent with all laws and
regulations for the protection of the environment
applicable to any affected Member;
(u) Cause studies to be made as necessary for administration
of the aforesaid duties;
(v) Coordinate with the Regional Transmission Committee on
all matters relating to transmission reliability;
(w) Establish and revise the Generation Reserve-Sharing Pool
Schedules, including methods, standards and procedures
for the determination of costs associated with
transactions thereunder, and methods and procedures for
accounting and billing thereunder;
(x) Keep abreast of current environmental laws, regulations,
and natural resource issues that may impact reliability
in the ▇▇▇▇ Region;
(y) Provide information to decision-making agencies
concerning the actual or potential impact on regional
reliability of proposed laws and regulations;
(z) ▇▇▇▇▇▇ information exchange between Members on
environmental factors, compliance issues, and resource
programs that may impact reliability within the ▇▇▇▇
Region;
(aa) With the assistance of the Contractor, develop a budget
for submission to the Executive Committee;
(ab) Establish the reliability objectives and results to be
accomplished by the ▇▇▇▇ procedures for transmission line
loading relief, consistent with other applicable
procedures for maintaining system reliability; and
(ac) Undertake such other tasks or activities as may be
necessary or appropriate to maintain the reliability of
the integrated facilities of the Members in the ▇▇▇▇
Region.
6.7 Participation in North-American Electric Reliability Council -
▇▇▇▇ shall continue to participate as one of the member regional councils
of NERC. ▇▇▇▇ shall reimburse the reasonable out-of-pocket expenses
incurred in connection with representing ▇▇▇▇ at NERC functions of persons
appointed by ▇▇▇▇ to the NERC Board of Trustees, and of other ▇▇▇▇
Representatives appointed to the NERC committees and working groups.

ARTICLE 7

GENERATION RESERVE-SHARING POOL

7.1 Objective - A Generation Reserve-Sharing Pool shall be
established for Members obligated to maintain generation reserves pursuant
to the Reserve Capacity Obligation established under this Restated
Agreement, in order to share and thereby reduce the cost of maintaining
such reserves, with the goal of serving End-Use Load in the ▇▇▇▇ Region at
the lowest reasonable cost.
7.2 Membership - Each Member with a Reserve Capacity Obligation shall
be a member of the Generation Reserve-Sharing Pool (such pool being
referred to in this Article 7 as the "Pool") and shall satisfy the
obligations imposed on Pool Participants by this Restated Agreement.
7.3 Obligations of Members of the Pool
7.3.1 Emergency Energy - A Pool Participant, upon request by
other Pool Participants, shall supply emergency energy up to the full
amount of its Available Accredited Capacity available to supply emergency
service under standards and requirements established by the Regional
Reliability Committee, provided that the request for emergency service
conforms with the provisions of Service Schedule C.
7.3.2 Scheduled Outage Energy - A Pool Participant, upon
request by other Pool Participants, shall supply scheduled outage energy up
to the full amount of its Available Accredited Capacity not required to
maintain its Operating Reserve Obligation and otherwise available to supply
scheduled outage energy under standards and requirements established by the
Regional Reliability Committee. Scheduled outage energy service shall
conform with the provisions of Service Schedule C1.
7.3.3 Operating Reserves - A Pool Participant, upon request by
other Pool Participants, shall supply Operating Reserves up to the full
amount of its Available Accredited Capacity not required to maintain its
Operating Reserve Obligation and otherwise available to supply Operating
Reserves under standards and requirements established by the Regional
Reliability Committee. Operating reserves service shall conform with the
provisions of Service Schedule D.
7.3.4 Reserve Capacity Deficiency - A Pool Participant shall be
deemed to have requested capacity to meet a planning reserve capacity
deficiency from all other Pool Participants for any ▇▇▇▇ season in which
such Pool Participant is found to be deficient in meeting the Reserve
Capacity Obligation portion of its Accredited Capability obligation under
Section 6.4.2. A Pool Participant, upon request by other Pool
Participants, shall supply generating capacity from Accredited Capability
to the extent such capacity is available to supply the Pool Participant's
planning reserve deficiency, under standards and requirements established
by the Regional Reliability Committee. The provision of planning reserve
capacity shall conform with the provisions of Service Schedule B.
7.3.5 Service Schedules - The initial Generation
Reserve-Sharing Pool Schedules for Reserve Capacity Deficiency Service,
Emergency Energy Interchange Service, Scheduled Outage Energy Interchange
Service and Operating Reserve Service, which Service Schedules are
available for use for purchases for resale and not for consumption by the
purchaser, are set forth in Exhibit B. Transmission service for use of
such Service Schedules shall be arranged pursuant to the provisions of
Service Schedule F - Transmission Service for Coordination Transactions,
attached hereto as Exhibit C, if applicable, or in accordance with and
subject to any tariff or tariffs for the ▇▇▇▇ Region or any subregion
thereof adopted by the Regional Transmission Committee under Section
8.8.8(g), or otherwise in accordance with the provisions of a transmission
provider's applicable tariff or tariffs.

ARTICLE 8

REGIONAL TRANSMISSION

8.1 Objectives - The Members desire to provide for the comparable and
efficient provision of transmission service within and contiguous to the
▇▇▇▇ Region on a consistent basis, to realize and further the benefits of
coordinated regional transmission planning, and to resolve disputes over
the provision of transmission services. To achieve these objectives in
conformance with FERC policies in connection with such groups, this Article
8 establishes a regional transmission group as part of ▇▇▇▇ to obtain the
deference afforded to such groups by FERC. The Regional Transmission
Committee shall administer and implement this Article 8 to achieve a
vigorously competitive wholesale market for power and energy within the
▇▇▇▇ Region.
8.2 Standards - All Members shall be entitled to receive comparable,
not unduly discriminatory transmission service over the transmission
facilities of Members. Owners of transmission facilities, whether or not
identified as Transmission Owning Members, shall be entitled to recover all
of their prudently incurred costs of providing transmission service. A
Member's rates and terms and conditions for transmission service over its
transmission facilities shall be just and reasonable, and not unduly
discriminatory or preferential.
8.3 Obligation to Provide Transmission Service
8.3.1 Members Generally
(a) Each Member owning transmission facilities, or
controlling access to or the use of transmission facilities by third
parties, shall upon request provide transmission service comparable to its
own use of such facilities to a Member. Transmission service shall be
provided in accordance with and subject to the provisions of Service
Schedule F - Transmission Service for Coordination Transactions, attached
hereto as Exhibit C, if applicable, and otherwise in accordance with and
subject to the Transmission Provider's own tariff or tariffs for
transmission service or its agreements providing such service, or in
accordance with and subject to the terms of another Member's or group of
Members' tariff or tariffs applicable to such facilities. Transmission
service shall instead be provided to Members in accordance with and subject
to any applicable tariff or tariffs for transmission service for the ▇▇▇▇
Region or any subregion thereof at such time as such tariff or tariffs are
established or approved by the Regional Transmission Committee.
(b) Transmission service shall include all forms of
interconnection, transmission, and ancillary service available under
Sections 210, 211 and 212 of the FPA as in effect on the Effective Date,
and shall be provided over existing facilities, modifications to existing
facilities, interconnections, and enlargements of transmission capacity
where necessary to provide such service; provided, however, that
notwithstanding any other provision of this Restated Agreement, a Member
shall have no obligation under this Restated Agreement to provide any form
of transmission service or interconnection of a type not available pursuant
to an order requiring such service under Sections 210, 211 or 212 of the
FPA as in effect on the Effective Date, or to any entity not eligible to
obtain an order requiring such service under Sections 210, 211 or 212 of
the FPA as in effect on the Effective Date; and provided, further, that
Members shall have no obligation to build or modify transmission facilities
in order to provide service under Service Schedule F - Transmission Service
for Coordination Transactions. Nothing in this Restated Agreement shall be
construed as prohibiting any Member from providing voluntarily or pursuant
to a state statute or lawful decision of a regulatory agency or court any
other type of transmission service to any entity.
(c) Each Member's tariffs for transmission service shall
provide flexible point-to-point service and network service and shall
conform to the minimum standards for transmission service established by
FERC; provided, however, that in order to establish terms, conditions and
rates for transmission service throughout the ▇▇▇▇ Region, the Regional
Transmission Committee may establish and modify from time to time, subject
to applicable regulatory standards or approvals, the requirements for
flexible point-to-point service and network service provided by Members.
8.3.2 Filing of Tariffs - Each Member owning transmission
facilities, or controlling access to or the use of transmission facilities
by third parties, shall file a tariff or tariffs, or a joint tariff or
tariffs with another Member, with ▇▇▇▇ that comply with the requirements of
this Restated Agreement. The filing shall be made within the later of (i)
90 days of the Effective Date, or (ii) 60 days of first owning transmission
facilities, or of first obtaining control over access to or the use of
transmission facilities by third parties, and shall set forth the specific
rates, terms and conditions of service in conformity with Section 8.3.1
applicable to such facilities. A Member with a right to resell
transmission service purchased under another Member's tariff need not file
its own tariff with ▇▇▇▇ for such purpose, but shall be bound by the
provisions of the other Member's tariff concerning resale of transmission
service and in all events, the rate charged for such resold service shall
be capped at the originally selling Member's maximum price for the
transmission service. Any Transmission Using Member owning transmission
facilities, or controlling access to or the use of transmission facilities
by third parties, and that is not a "public utility" as defined in Section
201(e) of the FPA, and that determines that it is unlikely to receive a
transmission request, shall advise the Regional Transmission Committee in
writing that it does not intend to submit a tariff. Notice of such advice
shall be given to the Members. Upon the request of any Member, the
Regional Transmission Committee shall determine whether a tariff shall be
filed. If a Member does not file a tariff at that time, it shall file a
tariff not later than the 60th day from the date the Member first receives
a request for transmission service from another Member.
8.3.3 Review of Tariffs - The Regional Transmission Committee
shall review the tariffs filed with it pursuant to the provisions of
Section 8.3.2 for compliance with the requirements of Section 8.3.1, and
shall require any Member whose tariff does not comply with such provisions
to revise the tariff accordingly. The Regional Transmission Committee may
delegate all or part of such review to the Contractor as the Committee
shall deem appropriate. Upon completion of review of a tariff by the
Regional Transmission Committee and the filing with it of any revisions
required by it, if the Member filing such tariff is a "public utility"
within the meaning of Section 201(e) of the FPA the Regional Transmission
Committee shall issue a letter to the Member confirming that the tariff has
been filed with and approved by the Regional Transmission Committee. In
connection with any review of such tariff by FERC, the Member shall submit
to FERC the foregoing letter, shall request FERC to defer to the
determination of ▇▇▇▇ that the tariff is acceptable, and shall request FERC
to accept the tariff for filing without hearing or modification. Unless
FERC subsequently denies, suspends or modifies the tariff, the tariff as
approved by the Regional Transmission Committee shall remain in effect
until superseded or modified by a later tariff filed in accordance with the
provisions of this Restated Agreement.
8.3.4 Canadian Transmission Suppliers - Each Canadian
Transmission Supplier agrees to provide interconnection, transmission or
ancillary service under this Restated Agreement on a basis comparable to a
Member subject to Sections 210, 211 or 212 of the FPA as in effect on the
Effective Date to the maximum extent permitted by Canadian Laws. For
purposes of this Restated Agreement, any Member formed under the laws of
Canada or any province thereof shall be considered an entity eligible to
obtain an order requiring interconnection, transmission or ancillary
service under Sections 210, 211 or 212 of the FPA as in effect on the
Effective Date to the same extent as if it were an entity formed under the
laws of the United States or any state thereof. If and as necessary, each
Canadian Transmission Supplier will apply to the appropriate Canadian
Regulatory Authority for any approvals required to provide the
interconnection, transmission or ancillary service specified herein, and
will diligently prosecute such application. To the extent that Canadian
Laws do not allow, or the appropriate Canadian Regulatory Authority does
not permit, a Canadian Transmission Supplier to provide interconnection,
transmission or ancillary service on a basis comparable to a Member subject
to Sections 210, 211 or 212 of the FPA, then a Transmission Supplier shall
only be required, in responding to a request from such Canadian
Transmission Supplier for interconnection, transmission, or ancillary
service, to provide service to the Canadian Transmission Supplier on a
basis comparable to the service which the Canadian Transmission Supplier is
then allowed or authorized to provide to any Member requesting service.
8.4 Requests for Transmission Service - Each Transmission Requester
desiring transmission service from a Transmission Provider shall comply
with the provisions of Service Schedule F - Transmission Service for
Coordination Transactions, attached hereto as Exhibit C, or of the
Transmission Provider's tariff or tariffs filed pursuant to Section 8.3.2,
or of any applicable regional or subregional tariff or tariffs as may be
established or approved by the Regional Transmission Committee. A request
for transmission service of a type not provided by Service Schedule F -
Transmission Service for Coordination Transactions, or by a Transmission
Provider's tariff, or by any applicable regional or subregional tariff or
tariffs as may be established or approved by the Regional Transmission
Committee, shall be made in writing in accordance with requirements
established by the Regional Transmission Committee or, where such
requirements have not been established, in accordance with FERC's
then-applicable policies regarding such requests. A request for
transmission service made in accordance with this Section shall be deemed
to be a "good faith request" for service within the meaning of Section 213
of the FPA.
8.5 Response to a Request for Service - The Transmission Provider
shall respond to a request for transmission service from a Transmission
Requester in accordance with, as applicable, the provisions of Service
Schedule F, the Transmission Provider's tariffs filed pursuant to Section
8.3.2, any regional or subregional tariff established or approved by the
Regional Transmission Committee, or by an agreement to provide the
requested transmission service. A response to a request for transmission
service of a type not provided for by Service Schedule F, the Transmission
Provider's tariffs, or any applicable regional or subregional tariff
established or approved by the Regional Transmission Committee, shall be
made in accordance with requirements established by the Regional
Transmission Committee or, where such requirements have not been
established, in accordance with FERC's then-applicable policies regarding
such responses.
8.6 Transmission Planning
8.6.1 Member Plans - Each Member which is a Transmitting
Utility shall prepare and maintain a plan for its transmission facilities.
Such plans shall conform to applicable reliability standards and
requirements established by the Regional Reliability Committee, and to
applicable methods and assessment practices and other transmission planning
standards and requirements established by the Regional Transmission
Committee. Such plans shall take into account:
(a) The Member's current and anticipated requirements for
transmission to provide All-Requirements and Partial
Requirements Service and service to its End-Use Loads;
(b) The current and anticipated requirements for transmission
to provide network transmission service to those entities
for which the Member provides such service;
(c) The Member's other contractual and tariff obligations to
provide firm transmission service;
(d) Any other contractual obligations of the Member affecting
the use of its transmission facilities;
(e) Any requirements for future transmission service of a
Member or non-Member communicated to the Member under
procedures, standards and requirements established by the
Regional Transmission Committee;
(f) Facilities for which a commitment has been made as of the
Effective Date;
(g) The coordination of the Member's transmission plan with
the transmission plans of neighboring systems, and in
particular any coordination parameters or requirements
identified by the relevant subregional working groups
used by the Regional Transmission Committee; and
(h) The obligation of the Member under FERC requirements,
this Restated Agreement, and applicable standards and
requirements established by the Regional Transmission
Committee to provide transmission service to other
entities on a basis comparable to its own use of its
transmission facilities.
8.6.2 Availability of Plans and Information - The Members'
transmission plans, along with the information on which the plans are
based, shall be made available to the Regional Transmission Committee on a
regular basis as established by the Regional Transmission Committee. Each
Member shall make available to any other Member upon request its
transmission plan, together with sufficient information to enable the
requesting Member to perform planning analyses on the same basis as the
Member providing the information.
8.6.3 Planning Standards - The Regional Transmission Committee
shall establish procedures, standards and requirements for:
(a) The communication to a Member by Members and non-Members
of their bona fide requirements for transmission service;
(b) The utilization of subregional working groups for the
coordination of Members transmission plans and the
resolution of subregional transmission planning issues on
an informal, collaborative basis, which working groups
shall be open to any interested Member and any actual or
potential user of the relevant transmission facilities,
and shall maintain such records as shall be required by
the Regional Transmission Committee;
(c) The incorporation of asserted bona fide requirements for
transmission service into Member, subregional, and
regional transmission plans; and
(d) The development of integrated transmission plans by the
subregional working groups, and the integration of the
subregional plans into a transmission plan for the ▇▇▇▇
Region.
8.6.4 The Regional Plan - Not less often than biennially the
Regional Transmission Committee shall develop and approve a coordinated
transmission plan, including alternatives, for the ensuing 10 years, or
other planning period specified by NERC, for all transmission facilities in
the ▇▇▇▇ Region at a capacity of 115 kV or greater (the "Plan"). The Plan
shall integrate the transmission plans developed by individual Members and
by subregional working groups, for the purpose of enabling the transmission
needs in the ▇▇▇▇ Region of Member and non-Members to be met on a
consistent, reliable, environmentally acceptable and economic basis. The
Plan shall avoid unnecessary duplication of facilities or the imposition of
unreasonable costs on any Member, shall take into account the legal and
contractual rights and obligations of all Members, may provide alternative
means for meeting transmission needs in the ▇▇▇▇ Region, and shall
differentiate proposed transmission projects from projects for which a
definite commitment of resources has been made. The Plan shall be
consistent with applicable standards and requirements established by the
Regional Reliability Committee. The Regional Transmission Committee shall
develop policies and procedures for updating or modifying the Plan between
biennial planning cycles as may be appropriate. Any Member, Regulatory
Participant, or interested non-Member may attend any meeting of the
Regional Transmission Committee or any of its subcommittees dealing with
the Plan. At the request of any Member or Regulatory Participant any
non-Member may participate in, but not vote at, any such meeting.
8.6.5 Reliability Catalogue - Prior to the development of the
first Plan each Member may file with the Regional Transmission Committee a
catalogue describing its reliability and operating standards and
requirements in effect on the Effective Date for its facilities for the
transmission of electric power at 115 kV or greater. A Member may require
that any facilities proposed to be added to its system comply with such
standards and requirements and that such standards and requirements be
adhered to in connection with the use of such facilities, provided that
such standards and requirements are not in conflict with ▇▇▇▇ reliability
standards and requirements or standards and requirements established by the
Regional Transmission Committee, and are not unduly discriminatory.
8.6.6 Support of the Plan - Subject to the right of Members to
invoke the appeal or dispute resolution procedures specified in this
Restated Agreement, and subject to the compensation requirements and
obligations of Section 8.7 of this Restated Agreement, each Member shall
support the Plan before any regulatory or other governmental agency or
authority having jurisdiction over matters affecting the implementation of
the Plan, and shall use its best efforts to implement the Plan.
Notwithstanding the foregoing obligation of each Member to support the Plan
and to use its best efforts to implement the Plan, any Member that is
required by the Plan to construct or upgrade facilities and that opposed
the inclusion of such facilities in the Plan shall have the right to
present, at any time, its position regarding the construction or upgrading
of such facilities to any regulatory or other governmental agency having
jurisdiction over matters pertaining to the Member's compliance with the
Plan.
8.7 Construction and Ownership of Transmission Facilities
8.7.1 Obligation to Build - Subject to the provisions of this
Restated Agreement, to the requirements of applicable law, government
regulations or approvals, to the availability of required financing, and to
the right to recover, pursuant to appropriate financial and credit
arrangements and tariffs or contracts, all reasonably incurred costs plus a
reasonable return on investment, Members designated as the appropriate
entities to construct and own transmission facilities specified in the Plan
shall construct and own such facilities or enter into appropriate contracts
to fulfill such obligations. A Member shall not be designated as the
appropriate Member, or one of the appropriate Members, to construct and own
transmission facilities unless the facilities are contiguous with or an
upgrade of the Member's existing transmission facilities, or the Member has
agreed to such designation. A Member or Members designated as the
appropriate Member or Members to construct and own or upgrade transmission
facilities shall be entitled to recover all reasonably incurred costs plus
a reasonable return on investment in connection with construction,
ownership, or upgrading of such facilities, under requirements established
by the Regional Transmission Committee and consistent with FERC standards
or Canadian Law as applicable. In the absence of agreement among the
affected parties, and with due regard for applicable comparability
requirements, the Regional Transmission Committee may require the
Transmission Requester, the constructing and owning or upgrading Member or
Members, and any Member owning or having the right to control the use of
transmission facilities contiguous to the facilities being constructed or
upgraded, to pay, either directly or through an appropriate transmission
rate, an appropriate share of the costs of such facilities. Subject to
applicable comparability requirements, the Regional Transmission Committee
shall apportion such costs primarily to those entities for whose needs the
facilities are being constructed or upgraded, but shall also recognize the
incidental benefits other entities will receive from the new facilities,
taking into account whether such other entities would expend funds to
achieve such incidental benefits. Any Member that is required to pay all
or substantially all of the costs of constructing a new transmission
facility shall have the right to own or receive Rights Equivalent to
Ownership in the facility. Any Member contributing directly to the
incremental cost of upgrading existing facilities shall have the
proportionate right to receive Rights Equivalent to Ownership in the
incremental upgrade. Ownership or Rights Equivalent to Ownership of a
transmission facility shall be subject to such reasonable requirements as
to the design, operation, control or maintenance of the facility as may be
imposed by a Member owning connected facilities or operating the control
area in which the new facility is located.
8.7.2 U.S. and Canadian Members - No Member that is an entity
existing under the laws of the United States or any state thereof shall be
designated as the appropriate Member to construct transmission facilities
located in Canada, and no Member that is an entity existing under the laws
of Canada or any Province thereof shall be designated as the appropriate
Member to construct transmission facilities located in the United States.
8.8 Regional Transmission Committee - The Regional Transmission
Committee shall be responsible for the regional transmission functions of
▇▇▇▇.
8.8.1 Membership - The Regional Transmission Committee shall be
composed of one Representative of each Member. Each Member shall designate
a Representative and an alternate Representative for the Regional
Transmission Committee by written notice to the Secretary of the Executive
Committee. Members shall appoint as their Representatives on the Regional
Transmission Committee persons with technical expertise and significant
experience relating to electric transmission matters.
8.8.2 Dues - Each Member shall pay fixed annual dues for the
Regional Transmission Committee in an amount established by the Executive
Committee, which amount shall be $2,500 for the first fiscal year of ▇▇▇▇
following the Effective Date. The Regional Transmission Committee shall
determine a reasonable and appropriate method for recovering the costs
allocated or assigned to it, net of the foregoing fixed annual dues, from
charges for transmission service provided under Service Schedule F -
Transmission Service for Coordination Transactions, or by such other means
as may be necessary or appropriate.
8.8.3 Voting Requirements - Except as specified in the last
sentence of Section 13.3.1, and subject to the provisions of Sections 13.19
and 13.20, the action of two-thirds of the Representatives of the
Transmission Owning Members present and voting and of two-thirds of the
Representatives of the Transmission Using Members present and voting shall
be the action of the Regional Transmission Committee. A quorum of
two-thirds of the Representatives to the Regional Transmission Committee
present in person or by proxy shall be necessary for the Regional
Transmission Committee to conduct business. Upon the written demand of any
Member, the Regional Transmission Committee shall vote on any matter ready
for decision at its next meeting, provided that the Chair of the Committee
received such demand thirty or more days prior to such meeting. A failure
to act by reason of the voting or quorum requirements specified herein
shall constitute an action or decision of the Regional Transmission
Committee for purposes of the applicable dispute resolution procedures
specified herein.
8.8.4 Officers - The members of the Regional Transmission
Committee shall choose a Chair and Vice Chair from among the
Representatives of the Transmission Owning Members and the Transmission
Using Members by a majority of the votes of the Representatives of both
groups present and voting, each Representative having one vote, subject to
the following requirements. The initial Chair shall be a Representative of
a Transmission Owning Member, and the initial Vice Chair shall be a
Representative of a Transmission Using Member, and each shall serve for a
term of two years. Upon the expiration of the term of office of the Chair,
the Vice Chair shall become the Chair for a term of two years, and the
Regional Transmission Committee shall choose a new Vice Chair, who shall be
a Representative of a Transmission Owning Member if the new Chair is a
Representative of a Transmission Using Member, and vice versa. If during
the term of office of the Chair or the Vice Chair the status of the Member
of which either is a Representative changes from Transmission Using Member
to Transmission Owning Member or vice versa, the office held by the
Representative whose Member changed status shall become vacant, and a new
election held to fill the unexpired term of that office in accordance with
the diversity requirements specified in this Section 8.8.4. The Chair of
the Regional Transmission Committee shall preside at meetings of the
Committee, and shall have the power to call meetings of the Committee and
to exercise such other powers as are specified in this Restated Agreement
or are authorized by the Regional Transmission Committee. The Vice Chair
of the Regional Transmission Committee shall preside at meetings of the
Regional Transmission Committee in the absence of the Chair of the
Committee, and shall exercise such other powers as are delegated by the
Chair. A designee of the Contractor shall serve as the Secretary of the
Regional Transmission Committee.
8.8.5 Meetings - The Regional Transmission Committee shall meet
not less often than once each calendar year, and shall meet at such other
times and places as determined by the Committee, or at the call of the
Chair. The Chair shall call a meeting of the Regional Transmission
Committee upon the request of five or more members of the Committee. Any
Member whose Representative is unable to attend a meeting of the Regional
Transmission Committee may designate an alternate Representative to
participate and vote in the place of the Representative, or may give its
written proxy to another Member.
8.8.6 Subcommittees
(a) The Regional Transmission Committee shall have such
subcommittees and ad hoc task forces as from time to time it shall deem
appropriate. Each subcommittee shall have an equal number of
Representatives of Transmission Owning Members and Transmission Using
Members, who shall be elected by the Transmission Owning and Transmission
Using Member Representatives on the Regional Transmission Committee
respectively, each using its best efforts to select subcommittee members
that are representative of the range of interests likely to be affected by
the subcommittee. Any person designated by a Transmission Owning or a
Transmission Using Member who has technical expertise and significant
experience relating to electric transmission matters shall be eligible to
serve on any subcommittee of the Regional Transmission Committee; provided,
however, that a subcommittee of the Regional Transmission Committee may not
have two or more Representatives designated by the same Member or by
Affiliated Members.
(b) The Regional Transmission Committee shall establish the
size, duties and responsibilities of its subcommittees, consistent with the
requirements set forth herein. Except as specified in the last sentence of
Section 13.3.1, actions or decisions by a subcommittee of the Regional
Transmission Committee shall require the affirmative votes of two-thirds of
the Representatives of the Transmission Owning Members present and voting
and two-thirds of the Representatives of the Transmission Using Members
present and voting, each Representative having one vote. A quorum of
two-thirds of the Representatives to the subcommittee shall be necessary
for the subcommittee to conduct business. Upon the written demand of any
Member, a subcommittee shall vote on any matter ready for decision at its
next meeting, provided that the Chair of the subcommittee received such
demand thirty or more days prior to such meeting. A failure to act by
reason of the voting or quorum requirements specified herein shall
constitute an action or decision of the subcommittee for purposes of review
by the Regional Transmission Committee or the dispute resolution procedures
specified herein.
(c) Any action or decision of any subcommittee of the
Regional Transmission Committee shall at the request of any Member or
Regulatory Participant be subject to review and modification by the
Regional Transmission Committee. Any request for such review or
modification must be delivered to the Secretary of the Regional
Transmission Committee not later than the fourteenth day after the delivery
of the minutes of the subcommittee meeting at which the decision,
determination or other action was taken. The Regional Transmission
Committee shall act on any request to review or modify any action or
decision of any of its subcommittees at its next meeting if such request
was received by the Secretary of the Committee thirty or more days prior to
such meeting; provided, however, that the Regional Transmission Committee
may establish a subcommittee for the purpose of making recommendations to
the Regional Transmission Committee on requests for review or modification
of subcommittee actions or decisions, and may establish such procedures
relating to such subcommittee as it shall deem appropriate. A failure to
act on a request for review or modification by reason of the voting or
quorum requirements set forth in Section 8.8.3 shall be deemed interim
approval of the decision, determination or action of the subcommittee for
purposes of implementation of the decision and the applicable dispute
resolution procedures specified herein.
(d) Without limiting the authority of the Regional
Transmission Committee as set forth in subparagraphs (a) and (b) of this
Section, the initial subcommittees to be established by the Regional
Transmission Committee, and the initial responsibilities of those
subcommittees, shall be as described in Exhibit D of this Restated
Agreement. The Regional Transmission Committee shall update and revise
Exhibit D as appropriate.
8.8.7 Dispute Resolution
(a) A decision or other action, or failure to decide or act,
of a subcommittee of the Regional Transmission Committee shall be subject
to review, modification, or other action only by the Regional Transmission
Committee, in accordance with the appeal procedures set forth in Section
8.8.6; provided, however, that assertions as to any final decision or other
action, or failure to act or decide, of a subcommittee of the Regional
Transmission Committee on the following matters shall be resolved in
accordance with the dispute resolution provisions of Article 11 if the
Member or Regulatory Participant making such an assertion does not elect to
take an appeal to the Regional Transmission Committee:
i. Assertions that a transmission tariff, schedule, or plan
or any portion of the foregoing is unduly discriminatory
as applied to the Member, or imposes undue or
unreasonable costs or other burdens on the Member, or is
otherwise contrary to the terms of this Restated
Agreement or applicable requirements of state or federal
law; or
ii. Assertions as to compliance or lack of compliance by the
Member or another Member with a transmission tariff,
schedule or plan.
(b) Actions or decisions by the Regional Transmission
Committee as to all matters over which it has responsibility under this
Restated Agreement shall be subject to review, modification or other action
only by the Regional Transmission Committee; provided, however, that
assertions by any Member or Regulatory Participant that any final action or
decision, or failure to act or decide, of the Regional Transmission
Committee (i) is based on an error of fact, (ii) is inconsistent with any
term, standard, purpose or objective of this Restated Agreement, or (iii)
is inconsistent with applicable regulatory requirements or other applicable
legal standards, shall be resolved in accordance with the dispute
resolution provisions of Article 11.
(c) Assertions that any Member has not provided transmission
service in accordance with the provisions of this Restated Agreement,
including any rate, tariff, minimum requirement for transmission service,
or obligation to construct transmission facilities established hereunder,
shall be decided in the first instance by the Regional Transmission
Committee subcommittee assigned responsibility for resolving such
assertions, and shall thereafter be resolved in accordance with the dispute
resolution provisions of Article 11.
(d) Disputes as to the billing and collection of payments for
transmission service shall be resolved in accordance with the dispute
resolution provisions of Article 11.
8.8.8 Responsibilities - The duties of the Regional
Transmission Committee include but are not limited to the following:
(a) Consistent with the provisions of this Restated
Agreement, establish the rates, terms and conditions for
transmission service for coordination transactions under
Service Schedule F - Transmission Service for
Coordination Transactions;
(b) Consistent with minimum standards for transmission
tariffs established by FERC and applicable regulatory
approvals, establish and from time to time modify as
appropriate consistent terms, conditions and rate
methodologies for the provision of flexible
point-to-point and network service throughout the ▇▇▇▇
Region, and review and approve or establish such other
rates, terms and conditions for transmission service as
are consistent with this Restated Agreement and necessary
or appropriate to ensure that transmission service is
available to all Members on a comparable basis in the
▇▇▇▇ Region;
(c) Establish standards, policies, procedures and
requirements as appropriate to implement this Article 8;
(d) Assure conformity of the standards, policies, procedures
and requirements implementing this Article 8 with
applicable standards and requirements established by the
▇▇▇▇ Reliability Council and the Regional Reliability
Committee;
(e) Implement and modify as appropriate ▇▇▇▇ procedures for
transmission line loading relief, including generation
redispatch, and other appropriate procedures for
curtailments of transmission service ("▇▇▇▇ Line Loading
Relief Procedures"), and establish and implement
provisions for compensation for transmission losses, as
may be appropriate to ensure the safe, reliable, and not
unduly discriminatory operation of transmission
facilities in the ▇▇▇▇ Region;
(f) Establish standards, policies, procedures and
requirements as appropriate to deal equitably with
uncompensated adverse effects on any Member resulting
from unscheduled power flows, loop flows, or other
consequences of any long-term use of transmission
facilities within the ▇▇▇▇ Region;
(g) In addition to the tariff specified in Service Schedule F
- Transmission Service for Coordination Transactions,
endeavor to establish, and if possible establish, tariffs
for the ▇▇▇▇ Region or subregions thereof for
transmission service, such tariffs to be utilized as
applicable by the Members in place of the transmission
tariffs of individual Members implemented pursuant to
Section 8.3 of this Restated Agreement;
(h) In cases of disagreement among the affected Members,
determine whether two or more Members should provide
transmission services pursuant to a joint tariff, instead
of individual tariffs implemented pursuant to Section
8.3.1 of this Restated Agreement, such determination to
be based on applicable comparability and other standards
for transmission service and the integrated nature of
such Members' transmission facilities; provided, however,
that engaging in coordinated transmission planning shall
not of itself require the provision of transmission
service pursuant to a joint tariff;
(i) Develop and implement an appropriate electronic
information network for the posting of such information
relating to the availability and provision of
transmission service within the ▇▇▇▇ Region as may be
appropriate;
(j) Resolve disputes as to compliance with the requirements
of this Article 8 or the application or interpretation of
standards, policies, procedures and requirements
implemented by the Regional Transmission Committee;
(k) Establish and revise procedures and practices to
coordinate the operation of the ▇▇▇▇ transmission system
and its development and operation with adjoining systems,
pools and regional transmission groups;
(l) Develop the biennial Plan required by Section 8.6.4;
(m) Collect and analyze operating data pertinent to the
interconnected operation of the systems of the Members
and arrange for conducting such transmission network
studies as may be necessary in the performance of its
duties hereunder;
(n) Develop procedures to compensate Members for reactive
power and voltage control services which support
coordination transactions;
(o) With the assistance of the Contractor, develop a budget
for submission to the Executive Committee; and
(p) Carry out such tasks as may be appropriately assigned to
the Regional Transmission Committee by the Management or
Executive Committees.

ARTICLE 9

POWER AND ENERGY MARKET

9.1 Establishment of Market - The Contractor shall establish and
operate a wholesale market for the voluntary purchase and sale of
electricity at market-based rates (hereafter the "Power and Energy
Market"). A facility which is a qualifying small power production facility
or a qualifying cogeneration facility, as those terms are defined in FPA
Sections 3(17)(A), 3(17)(C), 3(18)(A) and 3(18)(B), and which meets the
requirements set forth in 18 C.F.R. Sections 292.203-292.209, whether or
not a Member, shall be allowed to participate in the Power and Energy
Market only upon waiving its rights under the Public Utility Regulatory
Policies Act of 1978 to require purchases at avoided cost for purposes of
transactions in the Power and Energy Market.
9.2 Participation
9.2.1 Non-Members - An entity which is not a Member may
participate in the Power and Energy Market and become a Market Participant
provided that it:
(a) Agrees to be bound by the terms of any Power and Energy
Market Service Schedules applicable to transactions it
conducts through the Power and Energy Market;
(b) Agrees to be bound by all the dispute resolution
provisions of Section 9.4.6 below;
(c) Agrees to conduct and conducts operations relating to the
Power and Energy market in accordance with applicable
reliability standards established by the Regional
Reliability Committee; and
(d) Agrees to pay and pays to the Contractor all applicable
dues and fixed and transaction fees, including its
portion of ▇▇▇▇ Center costs and any other administrative
and general costs of ▇▇▇▇ which are applicable to the
Power and Energy Market.
9.2.2 Suspension or Termination - The Power and Energy Market
Committee ("Market Committee") may suspend or terminate the participation
in the Power and Energy Market of any Market Participant that does not
comply with relevant provisions of this Restated Agreement or the standards
and requirements for the Power and Energy Market established by the Power
and Energy Market Committee.
9.3 Transaction Fees and Service Schedules - The creation, operation
and maintenance of the Power and Energy Market shall be funded from dues
and fees for participating in or effecting transactions through the Power
and Energy Market. All monies lent or advanced to establish the Power and
Energy Market shall be repaid through such dues and fees. Each Market
Participant shall pay fixed annual dues in an amount established by the
Executive Committee, which amount shall be $1,000 for the first fiscal year
of ▇▇▇▇. The Market Committee shall determine a reasonable and appropriate
method for recovering the costs allocated or assigned to it net of the
fixed annual dues from the other fees and charges associated with the Power
and Energy Market. All fees and Service Schedules applicable to
transactions on the Power and Energy Market shall be non-discriminatory and
shall not unduly favor, or exclude, tend to exclude, or otherwise disfavor,
any actual or potential participant in the Power and Energy Market. The
initial Service Schedules to be made available for the completion of
transactions on the Power and Energy Market, which Service Schedules are
available for the purchase and sale of power and energy for resale and not
for consumption, are set forth in Exhibit E. Such initial Service
Schedules shall become effective on the first May 1 or the first November 1
first following the Effective Date. Market Participants shall make
appropriate arrangements for the provision of any transmission service
necessary for Power and Energy Market transactions with the entities
providing such service, along with appropriate arrangements for
compensation of losses.
9.4 Market Committee
9.4.1 Membership
(a) The Market Committee shall be composed of 12
Representatives elected by the Power and Energy Market Members. No two or
more Representatives on the Market Committee may be employees of the same
Power and Energy Market Member or of Affiliated Members. Each Power and
Energy Market Member shall be entitled to vote for a number of Market
Committee nominees equal to the number of vacant seats on the Market
Committee.
(b) Representatives to the Market Committee shall be elected
at the Management Committee Annual Meeting by the Representatives to the
Management Committee of those Members which are Power and Energy Market
Members, using their best efforts to select a Market Committee that
reflects the diversity within the Power and Energy Market Members. To be
elected, a candidate for a seat on the Market Committee must receive
two-thirds of the total votes available to be cast for that seat by the
Power and Energy Market Members voting, each Power and Energy Market Member
having one vote for each vacant seat.
(c) Representatives to the Market Committee shall serve for
terms of three years, beginning on the first day of the month following the
Management Committee Annual Meeting, except that of the Representatives
first elected to the Market Committee, four Representatives shall serve
terms of one year, and four shall serve terms of two years, the
Representatives to serve these terms to be designated by the Power and
Energy Market Member Representatives to the Management Committee.
Vacancies on the Market Committee occurring during the term of a regularly
elected Representative and more than one month prior to a ▇▇▇▇ Annual
Meeting shall be filled by the Market Committee.
9.4.2 Voting Requirements - Except as specified in the last
sentence of Section 13.3.1, approval or adoption of measures by the Market
Committee shall require two-thirds of the votes of the Representatives
present and voting. A quorum of Representatives of two-thirds of the
entities represented on the Market Committee shall be necessary for the
Market Committee to conduct business.
9.4.3 Officers - At the first meeting of the Market Committee
following the Management Committee Annual Meeting, the members of the
Market Committee shall choose a Chair and Vice Chair from among the elected
Representatives to the Committee by the votes of two-thirds of the
Committee Representatives present and voting. The Chair of the Market
Committee shall preside at meetings of the Committee, and shall have the
power to call meetings of the Committee and to exercise such other powers
as are specified in this Restated Agreement or are authorized by the Market
Committee. The Vice Chair shall preside at meetings of the Market
Committee in the absence of the Chair, and shall exercise such other powers
as are delegated by the Chair.
9.4.4 Meetings - The Market Committee shall meet at such times
and places as determined by the Committee, or at the call of the Chair.
The Chair shall call a meeting of the Market Committee upon the request of
three or more members of the Committee. Any Member whose Representative is
unable to attend a meeting of the Market Committee may designate an
alternate Representative to participate and vote in the place of the
Representative.
9.4.5 Subcommittees - The Market Committee shall have such
subcommittees as it shall deem appropriate. Any person designated by a
Power and Energy Market Member shall be eligible to serve on any
subcommittee of the Market Committee; provided, however, that a
subcommittee of the Market Committee may not have two or more
Representatives of the same Member or of Affiliated Members. The Market
Committee shall establish the duties and responsibilities of the
subcommittees of the Market Committee. Decisions and other actions of each
subcommittee shall be governed by majority vote of the subcommittee
members; provided, however, that any decision, determination, or other
action of any subcommittee shall at the request of any Power and Energy
Member be subject to review and modification by the Market Committee
pursuant to the voting requirements specified in Section 9.4.2.
9.4.6 Dispute Resolution - Matters within the responsibility of
the Market Committee as set forth in Section 9.4.7 below shall be
determined in the first instance by the Market Committee. Assertions by
any Market Participant that any final action or decision, or failure to act
or decide, of the Market Committee (i) is based on an error of fact, (ii)
is inconsistent with any term, standard, purpose or objective of this
Restated Agreement or (iii) is inconsistent with applicable regulatory
requirements or other applicable legal standards, shall be resolved in
accordance with the dispute resolution provisions of Article 11. Any
dispute arising from the operation of the Power and Energy Market, the
application of any Service Schedule established pursuant to Section 9.3, or
other matters relating to particular transactions conducted or sought to be
conducted through the Power and Energy Market, and not calling into
question an action or decision of the Market Committee, shall be resolved
pursuant to the Dispute Resolution procedures established in Article 11 of
this Restated Agreement.
9.4.7 Responsibilities - The duties of the Market Committee
shall include the following and such additional duties as may be assigned
to it by the Management or Executive Committees, all such duties to be
carried out in conformity with ▇▇▇▇ reliability requirements and standards,
and all applicable laws and regulations:
(a) Administer the Power and Energy Market, including
determining the initial and continuing eligibility of
entities to participate in the Power and Energy Market;
(b) Establish and revise wholesale Service Schedules,
including the Service Schedules specified in Section 9.3,
for the use of entities effecting transactions through
the Power and Energy Market, and make any necessary
filings of such tariffs with relevant regulatory
agencies;
(c) Establish and revise methods, standards and procedures
for implementation of the foregoing Service Schedules,
including methods and procedures for accounting and
billing thereunder;
(d) Monitor activities pursuant to the foregoing Service
Schedules to determine if they are encouraging the
voluntary interchange of power and energy at market-based
rates and to propose modifications where needed;
(e) Establish procedures and requirements for the reporting
of Power and Energy Market transactions to the ▇▇▇▇
Center;
(f) Develop additional Service Schedules as appropriate to
encourage the voluntary interchange of capacity and
energy at market-based rates;
(g) Institute and administer an appropriate electronic
bulletin board; and
(h) Review and recommend to the Executive Committee budgets
and fee schedules proposed by the Contractor for the
operation of the Power and Energy Market.

ARTICLE 10

METERING AND RECORDS

10.1 Metering - All metering equipment required for recording the
deliveries of power and energy between the systems of each Member and the
systems of the other Members with which it is interconnected shall be
maintained by the Members owning such metering equipment in accordance with
Good Utility Practice and accepted industry standards. Should any such
metering equipment at any time fail to register or should the registration
thereof be so erratic as to be meaningless, the power and energy delivered
shall be determined from the best information available.
10.2 Records
10.2.1 Power and Energy Movements - In addition to meter
records, the Members shall keep such log sheets and other records
(determined by the Regional Reliability Committee, the Regional
Transmission Committee or the Market Committee) as may be needed to afford
a clear history of the various movements of power and energy between the
systems of the Members involved both in transactions hereunder and in
transactions between Members hereto under other agreements between such
Members and to effect such differentiation as may be needed in connection
with settlements in respect to such transactions. The originals of all
such meter records and other records shall be open to inspection by
representatives of the Members concerned and by any council or committee
needing such information to carry out its functions under this Restated
Agreement.
10.2.2 Meter Registrations - To the extent necessary and
appropriate for settlements, special tests, operating records or other
purposes consistent with the responsibilities of a council or committee,
each Member shall furnish to any such council or committee requesting such
information all appropriate data from meter registrations and other sources
for such time periods as requested by the council or committee. As
promptly as practicable after the end of each month, each Member shall
render to the other Members concerned statements setting forth appropriate
data from meter registrations and other sources in such detail and with
such segregation as may be needed for operating records and for settlements
hereunder.

ARTICLE 11

DISPUTE RESOLUTION

11.1 Mediation
11.1.1 When Required - Any dispute as to a matter governed by
this Restated Agreement shall be subject to non-binding mediation prior to
the initiation of arbitral, regulatory, judicial, or other dispute
resolution proceedings, unless the Alternate Dispute Resolution Committee
or its designee shall determine from the nature of the dispute, the
positions of the parties, and other relevant facts and circumstances that
mediation would be highly unlikely to lead to resolution of the dispute.
11.1.2 Procedures
(a) The parties to a dispute arising from or relating to this
Restated Agreement shall notify the Alternate Dispute Resolution Committee
in writing of the existence and nature of the dispute prior to commencing
any other form of proceeding for resolution of the dispute. The Alternate
Dispute Resolution Committee shall have ten days in which to determine
whether mediation would be highly unlikely to lead to resolution of the
dispute. At the earlier of (i) the expiration of such period, (ii) a
determination by the Alternate Dispute Resolution Committee that mediation
is appropriate, or (iii) agreement of the parties, the parties shall
proceed to mediation.
(b) A mediator shall be selected by the Chair of the
Alternate Dispute Resolution Committee after consultation with the
disputing parties. The Chair of the Alternate Dispute Resolution Committee
may also consult with the other Representatives on the Alternate Dispute
Resolution Committee on the selection of a mediator for a dispute. The
mediator shall (i) be knowledgeable in the subject matter of the dispute,
and (ii) have no official, financial, or personal conflict of interest with
respect to the issues in controversy, unless the interest is fully
disclosed in writing to all participants and all participants waive in
writing any objection to the interest.
(c) The disputing parties shall attempt in good faith to
resolve their dispute in accordance with the procedures and timetable
established by the mediator. In furtherance of the mediation efforts, the
mediator may:
i. Require the parties to meet for face-to-face discussions,
with or without the mediator;
ii. Act as an intermediary between the disputing parties;
iii. Require the disputing parties to submit written
statements of issues and positions; and
iv. If requested by the disputing parties at any time in the
mediation process, provide a written recommendation on
resolution of the dispute including, if requested, the
mediator's assessment of the merits of the principal
positions being advanced by each of the disputing
parties.
(d) If a resolution of the dispute is not reached by the
thirtieth day after the appointment of the mediator or such later date as
may be agreed to by the parties, if not previously requested to do so the
mediator shall promptly provide the disputing parties with a written,
confidential, non-binding recommendation on resolution of the dispute,
including the mediator's assessment of the merits of the principal
positions being advanced by each of the disputing parties, or if such a
request has been made shall provide any additional recommendations or
assessments the mediator shall deem appropriate. At a time and place
specified by the mediator after delivery of the foregoing recommendation,
the disputing parties shall meet in a good faith attempt to resolve the
dispute in light of the mediator's recommendation. Each disputing party
shall be represented at the meeting by a person with authority to settle
the dispute, along with such other persons as each disputing party shall
deem appropriate. If the disputing parties are unable to resolve the
dispute at or in connection with this meeting, then: (i) any disputing
party may commence such arbitral, judicial, regulatory or other proceedings
as may be appropriate as provided in this Restated Agreement; and (ii) the
recommendation of the mediator shall have no further force or effect, and
shall not be admissible for any purpose, in any subsequent arbitral,
administrative, judicial, or other proceeding.
11.1.3 Costs - The costs of the time, expenses, and other
charges of the mediator and of the mediation process shall be borne by the
parties to the dispute, with each side in a mediated matter bearing
one-half of such costs. Each party shall bear its own costs and attorney's
fees incurred in connection with any mediation under this Restated
Agreement.
11.2 Arbitration
11.2.1 When Required - Any dispute as to a matter governed by
this Restated Agreement that has not been resolved through the procedures
specified herein, including but not limited to any dispute arising under
any tariff, Service Schedule, principle, standard, requirement, procedure,
plan, or other right or protection established by or pursuant to this
Restated Agreement (any such dispute being hereafter referred to as a
"Dispute"), shall be resolved by arbitration in accordance with the
procedures specified herein; provided, however, that any Dispute involving
the provision or denial of transmission service or the use of or obligation
to build or enlarge transmission facilities, or a rate, term or condition
for transmission service, shall be subject to resolution by FERC if (i)
FERC has jurisdiction over the subject matter of the Dispute, jurisdiction
to grant the relief sought by one or more disputing parties and has
jurisdiction over the party from which such relief is sought, and (ii) at
least one of the disputing parties seeking such relief or from which such
relief is sought demands that the matter be submitted to FERC; and
provided, further, that any assertion that any provision of this Restated
Agreement, including any tariff, Service Schedule, principle, standard,
requirement, plan, or procedure, or that any act or failure to act of any
Member, Market Participant, or other person or entity, is contrary to any
United States federal or state law or regulation, or any Canadian federal
or provincial law or regulation, shall be heard by any court or agency
having jurisdiction thereof and over the parties, unless all parties
consent to arbitration of such assertion. A party seeking to invoke FERC
jurisdiction of a Dispute shall so notify the other parties to a Dispute
within fourteen days of receiving a demand for arbitration, and shall
thereafter have a further 60 days in which to make the necessary filing to
commence proceedings at FERC. If the filing necessary to commence FERC
proceedings is not made within the foregoing period, the Dispute shall
revert to arbitration.
11.2.2 Initiation - Subject to the appeal and reconsideration
provisions of this Restated Agreement and to the provisions of Section
11.1, a party to a Dispute wishing to commence arbitration shall send a
written demand for arbitration via first class registered mail, return
receipt requested, to the Management Committee Representative of each other
party to the Dispute that is a Member, or to an officer or managing or
general agent (or other agent authorized by appointment or law to receive
service of process) of each party to the Dispute not a Member, and to the
Secretary of the Alternate Dispute Resolution Committee. The demand for
arbitration shall state each claim for which arbitration is being demanded,
the relief being sought, a brief summary of the grounds for such relief and
the basis for the claim, and shall identify all other parties to the
Dispute. The Secretary of the Alternate Dispute Resolution Committee shall
cause a copy of the demand for arbitration to be distributed promptly to
all Members.
11.2.3 Selection of Arbitrator(s) - The parties to a Dispute
for which arbitration has been demanded may agree on any person to serve as
a single arbitrator, or shall endeavor in good faith to agree on a single
arbitrator from a list of arbitrators prepared for the Dispute by the
Alternate Dispute Resolution Committee and delivered to the parties by
facsimile or other electronic means promptly after receipt by the Alternate
Dispute Resolution Committee of a demand for arbitration. If the parties
are unable to agree on a single arbitrator by the fourteenth day following
delivery of the foregoing list of arbitrators or such other date as agreed
to by the parties, then not later than the end of the seventh business day
thereafter the party or parties demanding arbitration on the one hand, and
the party or parties responding to the demand for arbitration on the other,
shall each designate an arbitrator from a list for the Dispute prepared by
the Alternate Dispute Resolution Committee, pursuant to procedures for such
designation established by the Alternate Dispute Resolution Committee. The
arbitrators so chosen shall then choose a third arbitrator.
11.2.4 Procedures - The Alternate Dispute Resolution Committee
shall compile and make available to the arbitrator(s) and the parties
standard procedures for the arbitration of Disputes, which procedures (a)
shall include provision, upon good cause shown, for intervention or other
participation in the proceeding by any Member whose interests may be
affected by its outcome, and (b) may be modified or adopted for use in a
particular proceeding as the arbitrator(s) deem appropriate. Upon
selection of the arbitrator(s), arbitration shall go forward in accordance
with applicable procedures.
11.2.5 Summary Disposition and Interim Measures
(a) The procedures for arbitration of a Dispute shall provide
a means for summary disposition of a demand for arbitration or response to
a demand for arbitration that in the reasoned opinion of the arbitrator(s)
does not have a good faith basis in either law or fact. If the
arbitrator(s) determine that a demand for arbitration or response to a
demand for arbitration does not have a good faith basis in either law or
fact, the arbitrator(s) shall have discretion to award the costs of the
time, expenses, and other charges of the arbitrator(s) to the prevailing
party.
(b) The procedures for the arbitration of a Dispute shall
provide a means for summary disposition without discovery if there is no
dispute as to any material fact, or with such limited discovery as the
arbitrator(s) shall determine is reasonably likely to lead to the prompt
resolution of any disputed issue of material fact.
(c) The procedures for arbitration of a Dispute shall permit
any party to a Dispute to request the arbitrator(s) to render a written
interim decision requiring that any action or decision that is the subject
of a Dispute not be put into effect, or imposing such other interim
measures as the arbitrator(s) deem necessary or appropriate, to preserve
the rights and obligations secured by this Restated Agreement during the
pendency of the arbitration proceeding. The Members shall be bound by such
written decision pending the outcome of the arbitration proceeding.
11.2.6 Discovery of Facts
(a) The arbitration procedures for the resolution of a
Dispute shall include adequate provision for the discovery of relevant
facts, including the taking of testimony under oath, production of
documents and things, and inspection of land and tangible items. The
nature and extent of such discovery shall be determined as provided herein
and shall take into account (i) the complexity of the Dispute, (ii) the
extent to which facts are disputed, and (iii) the amount in controversy.
The forms and methods for taking such discovery shall be as described in
the Federal Rules of Civil Procedure, except as modified by the
arbitrator(s) or agreement of the parties.
(b) The sole arbitrator, or the arbitrator selected by the
arbitrators chosen by the parties, as the case may be (such arbitrator
being hereafter referred to as the "Procedures Arbitrator"), shall be
responsible for establishing the timing, amount, and means of discovery,
and for resolving discovery and other pre-hearing disputes. If a Dispute
involves contested issues of fact, promptly after the selection of the
arbitrator(s) the Procedures Arbitrator shall convene a meeting of the
parties for the purpose of establishing a schedule and plan of discovery
and other pre-hearing actions.
11.2.7 Evidentiary Hearing - The procedures established by the
arbitrator(s) shall provide for an evidentiary hearing, with provision for
the cross-examination of witnesses, unless all parties consent to the
resolution of the matter on the basis of a written record. The forms and
methods for taking evidence shall be as described in the Federal Rules of
Evidence, except as modified by the arbitrator(s) or agreement of the
parties. The arbitrator(s) may require such written or other submissions
from the parties as shall be deemed appropriate, including submission of
the direct testimony of witnesses in written form. The arbitrator(s) may
exclude any evidence that is irrelevant, immaterial, unduly repetitious, or
privileged. Any party or parties may arrange for the preparation of a
record of the hearing, and shall pay the costs thereof. Such party or
parties shall have no obligation to provide or agree to the provision of a
copy of the record of the hearing to any party that does not pay a
proportionate share of the cost of the record. At the request of any
party, the arbitrator(s) shall determine a fair and equitable allocation of
the costs of the preparation of a record between or among the parties to
the proceeding willing to share such costs.
11.2.8 Confidentiality
(a) Any document or other information obtained from another
party in the course of an arbitral proceeding and not otherwise available
to the receiving party, including any such information contained in
documents or other means of recording information created during the course
of the proceeding, may be designated "Confidential" by the producing party.
The party producing documents or other information marked "Confidential"
shall have twenty days from the production of such material to submit a
request to the Procedures Arbitrator to establish such requirements for the
protection of such documents or other information designated as
"Confidential" as may be reasonable and necessary to protect the
confidentiality and commercial value of such information and the rights of
the parties. Prior to the decision of the Procedures Arbitrator on a
request for confidential treatment, documents or other information
designated as "Confidential" shall not be used by the receiving party or
parties, or the arbitrator(s), or anyone working for or on behalf of any of
the foregoing, for any purpose other than the arbitration proceeding, and
shall not be disclosed in any form to any person not involved in the
arbitration proceeding without the prior written consent of the party
producing the information or as permitted by the Procedures Arbitrator.
(b) Any person or entity receiving a request or demand for
disclosure, whether by compulsory process, discovery request, or otherwise,
of documents or information obtained in the course of an arbitration
proceeding that have been designated "Confidential" and that are subject to
a non-disclosure requirement under this Restated Agreement or a decision of
the Procedures Arbitrator, shall immediately inform the person or entity
from which the information was obtained, and shall take all reasonable
steps to afford the person or entity from which the information was
obtained an opportunity to protect the information from disclosure. Any
person disclosing information in violation of this Restated Agreement or
requirements established by the Procedures Arbitrator shall thereby waive
any right to introduce or otherwise use such information in any judicial,
regulatory, or other legal or dispute resolution proceeding, including the
proceeding in which the information was obtained.
(c) Nothing in this Restated Agreement shall preclude any
person or entity from using documents or information properly obtained
outside of an arbitral proceeding, or otherwise public, for any legitimate
purpose, notwithstanding that the information was also obtained in the
course of the arbitral proceeding.
11.2.9 Timetable - Promptly after the selection of the
arbitrator(s), the arbitrator(s) shall set a date for the issuance of the
arbitral decision, which shall be not later than eight months (or such
earlier date as may be agreed to by the parties) from the date of the
selection of the arbitrator(s), with other dates, including the dates for
an evidentiary hearing or other final submissions of evidence, set in light
of this date. The date for the evidentiary hearing or other final
submission of evidence shall not be changed absent extraordinary
circumstances. The arbitrator(s) shall have the power to impose sanctions
for dilatory tactics or undue delay in completing the arbitral proceedings.

11.2.10 Advisory Interpretations - Except as to matters subject
to decision in the arbitration proceeding, the arbitrator(s) may request
from the Executive Committee, or any other ▇▇▇▇ council, committee or
subcommittee as may be appropriate, an interpretation of this Restated
Agreement, or of any standard, requirement, procedure, tariff, Service
Schedule, principle, plan or other criterion or policy established by any
▇▇▇▇ council, committee or subcommittee; provided, however, that such
interpretation shall not relieve the arbitrator(s) of responsibility for
resolving the Dispute or deciding the arbitration proceeding in accordance
with the standards specified herein.
11.2.11 Decisions - The arbitrator(s) shall issue a written
decision, including findings of fact and the legal basis for the decision.
The arbitral decision shall be based on (i) the evidence in the record,
(ii) the terms of this Restated Agreement, including any applicable tariff,
Service Schedule, principle, standard, requirement, procedure, plan, or
other right or obligation established by or pursuant to this Restated
Agreement, (iii) applicable United States federal and state, and Canadian
federal and provincial, legal standards, including the FPA and any
applicable FERC regulations and decisions, and international treaties or
agreements as applicable, and (iv) relevant decisions in previous
arbitration proceedings under this Restated Agreement. The arbitrator(s)
shall have no authority to revise or alter any provision of this Restated
Agreement. Any arbitral decision issued pursuant to the Restated Agreement
that affects matters subject to the jurisdiction of FERC under Section 205
of the FPA shall be filed with FERC.
11.2.12 Costs - Unless the arbitrator(s) shall decide
otherwise, the costs of the time, expenses, and other charges of the
arbitrator(s) shall be borne by the parties to the dispute, with each side
on an arbitrated issue bearing one-half of such costs, and each party to an
arbitral proceeding shall bear its own costs and fees. The arbitrator(s)
may award all or a portion of the costs of the time, expenses, and other
charges of the arbitrator(s), the costs of arbitration, attorney's fees,
and the costs of mediation, if any, to any party that substantially
prevails on an issue determined by the arbitrator(s) to have been raised
without a substantial basis.
11.2.13 Enforcement - The decision of the arbitrator(s) shall
be binding, and judgment may be entered on an arbitral award by any court
having jurisdiction thereof; provided, however, that within one year of the
issuance of the arbitral decision any Member or Regulatory Participant
affected thereby may request FERC or any other federal, state, or Canadian
provincial regulatory or judicial authority having jurisdiction to vacate,
modify, or take such other action as may be appropriate with respect to any
arbitral decision that is based upon an error of law, or is contrary to the
statutes, rules, or regulations administered or applied by such authority.
Any party making or responding to, or intervening in proceedings resulting
from, any such request, shall request the authority to adopt the
resolution, if not clearly erroneous, of any issue of fact expressly or
necessarily decided in the arbitral proceeding, whether or not the party
participated in the arbitral proceeding.
11.3 Alternate Dispute Resolution Committee
11.3.1 Membership
(a) The Alternate Dispute Resolution Committee shall be
composed of six Representatives selected by the Executive Committee, which
shall use its best efforts to select an Alternate Dispute Resolution
Committee that reflects the diversity among the Members in terms of size,
type of entity, geographic location, and their status as Transmission
Owning Members or Transmission Using Members. No two or more
Representatives on the Alternate Dispute Resolution Committee may be
Representatives of the same Member or of Affiliated Members.
(b) Representatives on the Alternate Dispute Resolution
Committee shall serve for terms of three years, beginning on the first day
of the month following the Executive Committee Annual Meeting, and may
serve additional terms, except that of the Representatives first elected to
the Alternate Dispute Resolution Committee, two Representatives designated
by the Executive Committee shall serve terms of one year, and two
Representatives designated by the Executive Committee shall serve terms of
two years.
11.3.2 Voting Requirements - Except as specified in the last
sentence of Section 13.3.1, approval or adoption of measures by the
Alternate Dispute Resolution Committee shall require two-thirds of the
votes of the Representatives present and voting. Two-thirds of the
Representatives on the Alternate Dispute Resolution Committee shall
constitute a quorum for the conduct business.
11.3.3 Officers - At the first meeting of the Alternate
Dispute Resolution Committee following the Annual Meeting of the Executive
Committee, the Representatives to the Alternate Dispute Resolution
Committee shall choose a Chair and Vice Chair from among the
Representatives on the Committee. A designee of the Contractor shall serve
as the Secretary of the Alternate Dispute Resolution Committee. The Chair
of the Alternate Dispute Resolution Committee shall preside at meetings of
the Committee, and shall have the power to call meetings of the Committee
and to exercise such other powers as are specified in this Restated
Agreement or are authorized by the Alternate Dispute Resolution Committee.
The Vice Chair shall preside at meetings of the Alternate Dispute
Resolution Committee in the absence of the Chair, and shall exercise such
other powers as are delegated by the Chair.
11.3.4 Meetings - The Alternate Dispute Resolution Committee
shall meet at such times and places as determined by the Committee, or at
the call of the Chair. The Chair shall call a meeting of the Alternate
Dispute Resolution Committee upon the request of two or more members of the
Alternate Dispute Resolution Committee.
11.3.55 Responsibilities - The duties of the Alternate Dispute
Resolution Committee include but are not limited to the following:
(a) Maintain a pool of persons qualified by temperament and
experience, and with technical or legal expertise in
matters likely to be the subject of Disputes, to serve as
mediators and arbitrators under this Restated Agreement;
(b) Determine the rates and other costs and charges that
shall be paid to mediators and arbitrators for or in
connection with their services;
(c) Select mediators for disputes;
(d) Determine whether mediation is not warranted in a
particular dispute;
(e) Provide to disputing parties lists of arbitrators
qualified by temperament and experience, and with
appropriate technical or legal expertise, to resolve
particular Disputes, such lists to include only neutral
persons who have no official, financial, or personal
conflict of interest with respect to the issues in
controversy;
(f) Compile and make available to Members, arbitrators, and
other interested parties suggested procedures for the
arbitration of Disputes in accordance with Section
11.2.4;
(g) Maintain and make available to Members, mediators,
arbitrators, and other interested parties the written
decisions required by Section 11.2.11;
(h) Establish such procedures and schedules, in addition to
those specified herein, as it shall deem appropriate to
further the prompt, efficient, fair and equitable
resolution of disputes; and
(i) Provide such oversight and supervision of the dispute
resolution processes and procedures instituted pursuant
to this Restated Agreement as may be appropriate to
facilitate the prompt, efficient, fair and equitable
resolution of disputes.

ARTICLE 12

PARTICIPATION BY THE WESTERN AREA POWER ADMINISTRATION

12.1 Participation by the United States - The participation by the
United States through the Western Area Power Administration in this
Restated Agreement is subject in all respects to acts of Congress and to
regulations of the Secretary of Energy established thereunder, and to rate
schedules promulgated by the Secretary of Energy or delegatee. This
reservation includes, but is not limited to, the statutory limitations upon
the authority of the Secretary of Energy to submit disputes arising under
this Restated Agreement to arbitration. In the event of a conflict between
this Article 12 and any other Article of this Restated Agreement, this
Article 12 shall have precedence with respect to the application of this
Restated Agreement to the United States.
12.2 Contingent Upon Appropriations - Where activities provided for
in this Restated Agreement extend beyond the current fiscal year, continued
expenditures by the United States are contingent upon Congress making the
necessary appropriations required for the continued performance of the
obligations of the United States under this Restated Agreement. In case
such appropriation is not made, the Members hereby release the United
States from its contractual obligations under this Restated Agreement and
from all liability due to the failure of Congress to make such
appropriation.
12.3 Officials Not To Benefit - No member of or delegate to Congress
or Resident Commissioner shall be admitted to any share or part of this
Restated Agreement or to any benefit that may have arisen from this
Restated Agreement, but this restriction shall not be construed to extend
to this Restated Agreement if made with a corporation or company for its
general benefit.
12.4 Covenant Against Contingent Fees - The Members warrant that no
person or selling agency has been employed or retained to solicit or secure
participation by the Western Area Power Administration in this Restated
Agreement upon an agreement or understanding for a commission, percentage,
brokerage or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Members for
the purpose of securing business. For breach or violation of this
warranty, the Western Area Power Administration shall have the right to
annul its participation in this Restated Agreement without liability or, in
its discretion, to deduct from the contract price or consideration the full
amount of such commission, percentage, brokerage, or contingent fee.
12.5 Contractor Agreement - For the purpose of this Section 12.5 the
term "Contract" shall mean this Restated Agreement and the term
"Contractor" shall mean a Member having transactions with the Western Area
Power Administration. During the performance of this Contract, the
Contractor agrees to the following provisions. In addition, the Contractor
will include the following provisions in every subcontract or purchase
order involving the Western Area Power Administration unless exempted by
rules, regulations or order of the Secretary of Labor.
12.5.1 Equal Opportunity Employment Practices - Section 202 of
Executive Order No. 11246, 43 Fed. Reg. 46501 (1978), which provides, among
other things, that the Contractor will not discriminate against any
employee or applicant for employment because of race, color, religion, sex,
or national origin, is incorporated by reference in the Contract.
12.5.2 Contract Work Hours and Safety Standards - The
Contract, to the extent that it is of a character specified in Section 103
of the Contract Work Hours and Safety Standards Act, 40 U.S.C. Section 329
(1986) (the "Act"), is subject to the provisions of the Act, 40 U.S.C.
Sections 327-333 (1986), and to regulations promulgated by the Secretary of
Labor pursuant to the Act.
12.5.3 Use of Convict Labor - The Contractor agrees not to
employ any person undergoing sentence of imprisonment in performing the
Contract except as provided by 18 U.S.C. Section 4082(c)i(2) and Executive
Order 11755 of December 29, 1973.

ARTICLE 13

GENERAL PROVISIONS
13.1 Effect of Prior Obligations - Each Member agrees not to enter
into an agreement which will preclude performance hereunder. Nothing
herein shall relieve any Member of any obligation to purchase or supply
electric capacity or energy, or to provide transmission service, under any
agreement entered into prior to the Effective Date, or affect the
obligations of or enforceability of existing financing or other agreements.
13.2 Pending FERC Proceedings - Any proceedings pending at FERC on
the Effective Date shall remain at FERC and shall not be subject to action
or decision by any body, or through any procedures, established by or
pursuant to this Restated Agreement.
13.3 Notice and Conduct of Meetings -
13.3.1 Notice - Written notice of each meeting of the
Management Committee, the Executive Committee, the ▇▇▇▇ Reliability
Council, the Regional Transmission Committee, and such other councils or
committees as are established herein or may be established from time to
time by the Management Committee, shall be delivered to each Representative
and alternate Representative on the Management Committee and on the council
or committee concerned, and to each Regulatory Participant, at least ten
days prior to the meeting; provided, however, that the Chair of the
relevant council or committee may determine that a shorter notice period,
but in no event less than 24 hours, is warranted in view of the
circumstances giving rise to the call for the meeting; and provided,
further, that at least five days prior notice shall be required for all
meetings of the Management Committee, the Regional Transmission Committee,
and the ▇▇▇▇ Reliability Council. Written or other notice of meetings of
subcommittees shall be delivered to the Representatives on the subcommittee
and to such other persons as a Member may designate in a written request to
the Contractor, and to each Regulatory Participant. Written notice of a
meeting of any Committee shall be deemed to have been delivered if mailed
or sent by facsimile transmission on or before the date specified for
delivery by this Restated Agreement; provided, however, that notice shall
be delivered by facsimile transmission or other electronic means in any
instance in which the normal ten day notice period has been shortened as
specified herein. Other notices may be sent by mail as specified herein,
by facsimile, or by other electronic means, including posting on a suitable
electronic bulletin board, on or before the date specified for delivery by
this Restated Agreement. The notice of a meeting shall state the time and
place of the meeting and shall include an agenda sufficient to notify
Members of the substance of matters to be considered at the meeting.
Action may be taken on a matter not described in the agenda for a meeting
if 90% or more of the votes the Representatives or Alternative
Representatives present and voting, including such votes in the Management
Committee as specified in Section 5.1.2 and in the ▇▇▇▇ Reliability Council
as specified in Section 6.5.3, are cast in favor of taking up the matter.
13.3.2 Alternative Means of Meeting - Subject to a preference
for meetings in person where practical, meetings of any committee, council
or subcommittee may at the discretion of its Chair be held: (i) by any
electronic or other means of communication through which all
Representatives can simultaneously perceive the oral or other communication
of any Representative; or (ii) pursuant to a writing signed by the number
of Representatives on the council, committee or subcommittee required for
the council, committee or subcommittee to take action as specified in this
Restated Agreement. In addition, the Chair of any council, committee or
subcommittee may permit one or more Representatives to participate in a
meeting via any electronic or other means of communication through which
all Representatives, including those present in person, can simultaneously
perceive the oral or other communication of any Representative. Any person
participating in a meeting as specified in this subsection shall be deemed
to be present at the meeting.
13.3.3 Participation in Meetings - Any person duly authorized
by a Member may participate in any meeting of any council, committee or
subcommittee as a non-voting observer. Alternate Representatives may
participate in any meeting of any council, committee or subcommittee but
may vote only if the Representative of the Member is not present.
13.3.4 Minutes - The chair of each council, committee and
subcommittee shall cause accurate and timely minutes of each meeting to be
prepared and submitted to the Secretary of the Executive Committee. In
addition to the Representatives on the council, committee or subcommittee,
copies of the minutes of council and committee meetings shall be
distributed to the Management Committee Representative of each Member and
to each Regulatory Participant, and copies of the minutes of subcommittees
shall be distributed to the Representatives on the council or committee of
which it is a subordinate body, and upon request to any other person
designated by a Member, and to each Regulatory Participant.
13.3.5 Written Votes - Signed written votes on a proposal to
amend or terminate this Restated Agreement may be submitted by facsimile
transmission or other electronic means of delivery to the Secretary of the
Management Committee, and the signed written votes of the Representatives
or alternate Representatives participating in person or electronically in
any meeting of any council, committee or subcommittee may at the discretion
of its Chair be submitted by facsimile transmission or other electronic
means of delivery to the Chair. The signature of a Representative or
alternate Representative on a written vote printed by a receiving facsimile
machine or similar electronic means shall be deemed an original of the
Representative's signature.
13.3.6 Reimbursement of Expenses - ▇▇▇▇ shall reimburse the
reasonable out-of-pocket expenses incurred in connection with attendance at
meetings of committees, subcommittees and task forces, of a Representative
or alternate Representative, but not both, serving on such committee,
subcommittee or task force; provided, however, that no reimbursement shall
be provided for expenses incurred in connection with attendance at meetings
of (i) councils or committees comprised of Representatives of all the
Members, and (ii) the Power and Energy Market Committee or any of its
subcommittees; and provided, further, that the reimbursement provided to a
Member in any one fiscal year shall not exceed its total dues and fees
(other than user fees) for that year. The Executive Committee shall set a
per diem or other limit on the expenses to be reimbursed.
13.4 Delivery of Notices and Minutes - Subject to the provisions of
Section 13.3.1, any formal notice, demand or request required or authorized
by this Restated Agreement shall be deemed properly given if (i) mailed,
postage prepaid, to the Management Committee Representative of the Member
concerned, at the address of such Representative specified by the Member to
the Secretary of the Management Committee, or to such other designated
person or other address as shall have been provided in writing to the
Secretary of the Management Committee by a Member, or (ii) if transmitted
by facsimile or other electronic means to the foregoing at such number or
address as shall have been provided in writing to the Secretary of the
Management Committee; provided, however, that notice of any meeting of any
council, committee or subcommittee shall also be given by one of the
foregoing means to the Representatives serving on such council, committee
or subcommittee. The minutes of the meetings of councils, committees or
subcommittees shall be delivered by any of the foregoing means to the
Representatives specified in this Restated Agreement.
13.5 Terms of Office - The term of office of any Representative or
alternate Representative, or of any officer of any council, committee or
subcommittee, shall continue until his or her successor has been elected or
appointed; provided, however, that any Representative or alternate
Representative who ceases to be an employee or agent of the Contractor or
of the Member, Joint Member or Associate Member of which he or she was an
employee or agent at the time of election or appointment to a council,
committee or subcommittee shall immediately cease to be a member of such
council, committee or subcommittee and his or her seat shall immediately
become vacant.
13.6 Waivers - Any waiver at any time by any Member of its rights
with respect to a default under this Restated Agreement, or with respect to
any other matter arising in connection with this Restated Agreement, shall
not be deemed a waiver with respect to any subsequent default or other
matter arising in connection herewith. Any delay short of the statutory
period of limitation in asserting or enforcing any right shall not be
deemed a waiver of such right, except as may be provided in the payment
provisions of the Service Schedules.
13.7 Successors and Assigns
13.7.1 Successors - This Restated Agreement shall be binding
upon the successors of any Member, and upon the surviving entity in any
merger, consolidation, or acquisition involving a Member in which the
Member is not a surviving entity.
13.7.2 Assignments - Except for the assignment or pledge of an
interest in this Restated Agreement to the United States acting through the
Rural Utilities Service, no Member shall assign this Restated Agreement
without the consent, in writing, of the Executive Committee, which consent
shall only be withheld if the assignee is not a Member, or upon a
determination that there is a substantial likelihood that the assignee will
not fulfill the obligations under this Restated Agreement of the assigning
Member.
13.7.3 Rights and Obligations - The several provisions of this
Restated Agreement are not intended to and shall not create rights of any
character whatsoever in favor of any person, corporation, or association
other than the Members. The obligations herein assumed are solely for the
use and benefit of the Members.
13.8 Choice of Law - Subject to the provisions of Section 13.15 and
to the extent permitted by law, to promote uniformity of interpretation of
this Restated Agreement the laws of the State of Minnesota, with the
exception of its laws governing choice of law, or United States federal law
or Canadian Laws as applicable, shall control the obligations and
procedures established by this Restated Agreement and the performance and
enforcement thereof.
13.9 Regulation - This Restated Agreement is subject to the
regulation of any regulatory body or governmental agency having
jurisdiction thereof.
13.10 Amendment and Termination - Any Member may sponsor a
proposal to amend or terminate this Restated Agreement by filing a written
proposal with the Secretary of the Management Committee. The Secretary of
the Management Committee shall immediately forward copies of the proposal
to all Members, Joint Members, and Regulatory Participants. The forwarding
of the proposal to the Members shall constitute submission of the proposal
for a vote of the Members. Votes on a proposal to amend or terminate this
Restated Agreement must be in writing, signed by a Representative or
alternate Representative to the Management Committee, and received by the
Secretary of the Management Committee not later than the 60th day from the
date the proposal is submitted for a vote as specified herein. A proposal
to amend or terminate this Restated Agreement shall be adopted if it is
approved by (i) at least two-thirds of the votes cast, such votes
determined as specified in Section 5.1.2, and (ii) at least two-thirds of
the Members voting. A proposal to amend or terminate that has been adopted
shall be filed with FERC and shall become effective on the later of (i) 120
days after the Secretary of the Management Committee distributes
electronically or by mail written notice of adoption of the proposed
amendment or termination to each Representative on the Management
Committee, or (ii) its acceptance for filing by FERC. If FERC, by final
order, materially modifies the terms of an amendment, such amendment shall
be deemed withdrawn and of no further force or effect unless, in accordance
with the procedures and voting requirements specified herein, the modified
amendment is submitted to the Members for a vote and is adopted.
13.11 Tax Exempt Financing
13.11.1 No Impairment - Notwithstanding any other provision of
this Restated Agreement, except as provided in Section 13.11 no
Transmission Provider which has utilized tax-exempt financing shall be
required to provide interconnection or transmission service to a
Transmission Requester hereunder unless, in the unqualified written opinion
of nationally-recognized bond counsel selected by the Transmission
Provider, or pursuant to a ruling of the Internal Revenue Service (the
"IRS") issued for the benefit of such Transmission Provider, the requested
service would not: (i) impair the exclusion from gross income for Federal
income tax purposes of interest paid or to be paid on any debt issued or to
be issued by or for the benefit of the Transmission Provider, or (ii)
impair the deductibility of interest expense associated with interest paid
or to be paid on any such tax-exempt debt (either hereafter referred to as
an "Impairment").
13.11.2 Counsel Opinion or IRS Ruling - The Transmission
Requester may direct the Transmission Provider to seek an unqualified
opinion of bond counsel or to request a clarifying IRS ruling described in
Section 13.11.1. In seeking any such bond counsel opinion or preparing any
such IRS ruling request, the Transmission Provider shall consult with the
Transmission Requester, and the Transmission Provider shall attempt in good
faith to obtain the requested bond counsel opinion and/or IRS ruling. All
costs related to obtaining such bond counsel opinion or IRS ruling shall be
paid by the Transmission Requester.
13.11.3 Elimination of Impairment
(a) If the Transmission Provider determines that an
Impairment exists but (i) the Impairment can be eliminated if steps are
taken in connection with tax-exempt debt issued or to be issued by or for
the benefit of the Transmission Provider, (ii) the manner of eliminating
the Impairment does not require the Transmission Provider to violate
provisions of this Restated Agreement or any covenant of any existing debt
instrument of the Transmission Provider, (iii) the Transmission Provider
determines that the costs of eliminating the Impairment can be determined
with reasonable accuracy, and (iv) the Transmission Requester agrees to pay
all costs related to elimination of such Impairment, then the Transmission
Provider shall take all reasonable steps to eliminate the Impairment. If
the Impairment can be eliminated, the Transmission Provider shall endeavor
to determine with reasonable accuracy the lowest reasonable cost method of
eliminating the Impairment. Among other things, such costs shall include
(i) the Transmission Provider's increased financing costs associated with
the inclusion in gross income for Federal income tax purposes of interest
on any debt to be issued by or for the benefit of the Transmission
Provider, and (ii) any increased income tax liability of the Transmission
Provider resulting from the loss of deductibility of interest expense
associated with interest on any tax-exempt debt issued or to be issued by
or for the benefit of the Transmission Provider. If the Transmission
Provider has been unable to obtain an approving opinion or IRS ruling, or
if the Transmission Provider is unable to determine the costs of
eliminating the Impairment with reasonable accuracy, or if any of the other
requirements of the first sentence of this Section 13.11.3 are not met,
then the Transmission Provider's obligation to provide the requested
service pursuant to this Restated Agreement shall be discharged. The
Transmission Requester may, however, request FERC to order the requested
interconnection service under Section 210 of the FPA, or the requested
transmission service under Sections 211 or 213 of the FPA. In the case of
a Transmission Provider on behalf of which tax-exempt debt has been issued,
absent an unqualified bond counsel opinion or IRS ruling pursuant to
Section 13.11.1 of this Restated Agreement concluding that no Impairment
would occur, the Transmission Requester shall not request FERC to issue an
order under Section 210 of the FPA that would require the Transmission
Provider to finance or own any additional facilities; provided, however, a
Transmission Requester shall not be precluded from requesting an order
under Section 210 of the FPA that does not require such Transmission
Provider to finance or own such additional facilities.
(b) A Transmission Requester may request FERC to order
interconnection service under Section 210 of the FPA, or transmission
service under Sections 211 and 213 of the FPA, if (i) the Transmission
Requester disagrees that an Impairment exists, (ii) the Transmission
Requester has reasonable grounds to believe that the Transmission Provider
is not taking all reasonable steps to eliminate the Impairment, and the
Transmission Provider has not within 60 days of the request for
transmission service determined (1) that service can be provided without
causing an Impairment, or (2) that the Impairment can be eliminated, or (3)
the cost of eliminating the Impairment, or (iii) the Transmission Provider
concludes that it cannot remove the Impairment.
(c) Any dispute between the Transmission Provider and the
Transmission Requester as to the existence of an Impairment shall not be
subject to the dispute resolution provisions of Article 11 of this Restated
Agreement.
13.11.4 New Tax-exempt Debt - At the timely request of any
actual or potential Transmission Requester, any actual or potential
Transmission Provider who plans to finance new electric transmission or
interconnection facilities with proceeds of tax-exempt debt shall undertake
all reasonable specific actions requested by an actual or potential
Transmission Requester to minimize: (i) any restrictions on the
Transmission Requester's access to such facilities caused by the tax-exempt
debt, and (ii) any increase in the price of interconnection or transmission
service resulting from the refinancing, reconfiguring, or other
restructuring of such tax-exempt debt in order to provide service to the
Transmission Requester. Actual or potential Transmission Providers shall
not be obligated to incur any cost in undertaking such actions unless all
associated costs are paid by actual or potential Transmission Requesters.
13.11.5 Applicability to Obligation to Build - The provisions
of Sections 13.11.1 through 13.11.4 shall apply to any obligations imposed
by the Regional Transmission Committee pursuant to Section 8.7, except that
any Member may seek a FERC order under the circumstances described in
Sections 13.11.3 or 13.11.3(b).
13.11.6 Participation in the Generation Reserve-Sharing Pool -
Any Member which has used tax-exempt financing and which concludes that its
participation in the Generation Reserve-Sharing Pool would cause an
Impairment, shall not be obligated to participate in the Generation
Reserve-Sharing Pool, in which event none of the other Members shall have
any obligation under Section 7.3 to such Member. Such conclusion shall be
communicated in writing to the Secretary of the Executive Committee.
13.11.7 IRS Rule or Regulation - ▇▇▇▇ shall endeavor to
persuade the IRS or the United States Treasury Department to promulgate a
rule or regulation clarifying the ability of Members to provide
interconnection, pooling or transmission services consistent with this
Restated Agreement without giving rise to an Impairment and clarifying
circumstances under which any Impairments can be eliminated.
13.12 Uncontrollable Forces - A Member shall not be considered
to be in default in respect of any obligation hereunder if prevented from
fulfilling such obligation by reason of Uncontrollable Forces, except that
the obligation to pay money in a timely manner is absolute and shall not be
subject to this Section. Any Member unable to fulfill any obligation by
reason of Uncontrollable Forces will exercise due diligence to remove such
disability with reasonable dispatch, but such obligation shall not require
the settlement of a labor dispute except in the sole discretion of the
Member experiencing such labor dispute.
13.13 Political Activities - No Member shall be required to
participate in any political activities or to participate in or contribute
to any activity which is intended to influence legislation, nor shall any
portion of its dues be utilized for such purposes.
13.14 Laws of the United States - This Restated Agreement shall
not make any laws or regulations governing employment or production of
goods and services enacted by the Congress of the United States or by any
other legislative or governmental body in the United States or any state
thereof applicable to any power or other service provided or used in
Canada. This Restated Agreement shall not confer or extend the authority
or jurisdiction of FERC or any Regulatory Agency over matters pertaining to
the generation, sale, purchase or transmission of electric energy in Canada
or by Members in the United States not otherwise subject to the
jurisdiction of FERC or any such Regulatory Agency, or over the rates,
charges, terms and conditions of service therefor, or over the facilities
for providing such service. Nothing in this Restated Agreement waives any
objection to, or otherwise constitutes a consent to, any assertion of such
jurisdiction, including any assertion of jurisdiction over any entity based
on its membership in ▇▇▇▇.
13.15 Compliance with Applicable Laws - This Restated Agreement
shall be binding on all Members to the maximum extent permitted by United
States federal and state law or regulation, and Canadian federal and
provincial law or regulation, but notwithstanding any other provision of
this Restated Agreement, no Member shall be required to take any action or
do any other thing with respect to rates, charges, terms or conditions of
service, the resolution of disputes under this Restated Agreement, or any
other matter, that (a) it is not permitted by law to undertake or that is
prohibited in whole or in part by any law or regulation applicable to such
Member, or (b) would require such Member to violate a provision of such law
or regulation in order to comply with this Restated Agreement. Each Member
shall seek such approvals, grant such waivers, and take such other actions
as may be necessary to comply with this Restated Agreement, to the maximum
extent permitted by United States federal or state law or regulation, or
Canadian federal or provincial law or regulation. If as a result of any
such law or regulation a Member does not provide services or other benefits
in accordance with any provision of this Restated Agreement to any other
Member or Members, each such other Member or Members (i) shall only be
obligated to provide services or other benefits to the legally restricted
Member on a basis comparable to the services and other benefits the
restricted Member is permitted or enabled to provide to the other Members,
(ii) may exercise any rights it may otherwise have to request FERC to issue
an order under the FPA requiring the restricted Member to provide
interconnection or transmission service, or (iii) may contest any such law
or regulation in any court or Regulatory Agency having jurisdiction
thereof.
13.16 Effect of Canadian Laws - The sale, purchase and
transmission of electricity in Canada and the rates, charges, terms and
conditions of service therefor are subject in all respects to Canadian
Laws. This includes but is not limited to:
i. The final authority of the Government of Canada in all
matters relating to the export of electric power; and
ii. The final authority of the government of a Canadian
province in all matters relating to the installation or
construction of facilities.
13.17 Independent Contractors - The Members are independent
contractors, and this Restated Agreement creates no partnership, joint
venture or other joint legal entity in connection with which any Member
shall be jointly or severally liable for the acts of any other Member.
13.18 Currency - All rates stated in the Service Schedules, and all
monetary transactions, revenues, dues, accounting and cost calculations
among the Parties shall be determined and stated in lawful money of the
United States. Unless otherwise approved by the Executive Committee, if
required for any such monetary transaction, revenue, dues, accounting or
cost calculations, the rate to be used to convert from the currency of
Canada to that of the United States or to convert from the currency of the
United States to that of Canada, for each day shall be the Bank of Canada
noon spot exchange rate for such day as published by the Royal Bank of
Canada, Winnipeg, Manitoba, Canada, or the last published rate if not
published for such day. If any such monetary transaction, accounting or
cost calculation is for a period of time of more than one day, the average
of such noon spot exchange rates for each day in such period of time shall
be used.
13.19 Weighted Voting for Transmission Owning Members - For purposes
of voting on the Management Committee, the ▇▇▇▇ Reliability Council, and
the Regional Transmission Committee that is required to be done separately
by the Transmission Owning Members and the Transmission Using Members, the
Transmission Owning Members may agree by resolution to conduct such voting
within the Transmission Owning Members on a weighted voting basis.
Adoption of such a resolution to use weighted voting shall require the
affirmative votes of two-thirds or more of the Transmission Owing Members.
If such a resolution is adopted, the majority requirements applicable to
Transmission Owning Members herein shall be understood to apply to the
weighted votes of the Transmission Owning Members.
13.20 Weighted Voting for Transmission Using Members - For purposes
of voting on the Management Committee, the ▇▇▇▇ Reliability Council, and
the Regional Transmission Committee that is required to be done separately
by the Transmission Owning Members and the Transmission Using Members, the
Transmission Using Members may agree by resolution to conduct such voting
within the Transmission Using Members on a weighted voting basis. Adoption
of such a resolution to use weighted voting shall require the affirmative
votes of two-thirds or more of the Transmission Using Members. If such a
resolution is adopted, the majority requirements applicable to Transmission
Using Members herein shall be understood to apply to the weighted votes of
the Transmission Using Members.
13.21 Time References - All references to time, unless otherwise
stated, shall be to Central Standard Time or Central Daylight Time as
observed by the Contractor.
13.22 Affiliate Relationships - If a Member and one or more of its
Affiliates operate as an integrated electric system, all interchanges of
power and energy between such Member or any such Affiliate and another
Member shall be considered transactions between such other Member and the
Member having such Affiliates.

ARTICLE 14

TERM

14.1 Effective Date - This Restated Agreement shall become effective
upon the first May 1 or the first November 1 first following the later of
(a) its adoption as an amendment to and restatement of the ▇▇▇▇ Agreement
pursuant to Sections 33.01 and 33.02 thereof and the expiration of the time
period specified therein, and (b) the earlier of (i) the expiration of
thirty days following the date on which a final order by FERC approving
this Restated Agreement in its entirety without condition or modification
is no longer subject to judicial review, or (ii) in the event such FERC
final order is subject to judicial review, such date as may be established
by an affirmative vote of 75% or more of the total authorized votes of the
Management Committee as specified in Section 33.03 of the ▇▇▇▇ Agreement.
If FERC issues a final order approving this Restated Agreement with any
condition or modification, this Restated Agreement shall only become
effective upon the later of (a) the confirmation and approval of such
condition or modification in accordance with the provisions of Section
33.03 of the ▇▇▇▇ Agreement, and (b) the earlier of (i) expiration of
thirty days following the date on which a final order by FERC approving the
readopted Restated Agreement in its entirety without condition or
modification is no longer subject to judicial review, or (ii) in the event
such FERC final order is subject to judicial review, such date as may be
established by an affirmative vote of 75% or more of the total authorized
votes of the Management Committee as specified in Section 33.03 of the ▇▇▇▇
Agreement.
14.2 Termination of ▇▇▇▇ Agreement - Upon the Effective Date this
Restated Agreement shall supersede in its entirety the ▇▇▇▇ Agreement as
amended. With the exception of the continuing obligations identified in
Sections 4.2.1 and 4.7.1, the ▇▇▇▇ Agreement shall terminate upon the
Effective Date. Nothing herein shall affect the continuity of service
provided pursuant to obligations entered into prior to the termination of
the ▇▇▇▇ Agreement.

▇▇▇▇
MID-CONTINENT AREA POWER POOL

Restated Agreement:

Exhibits

Table of Contents - Exhibits

EXHIBIT A
INITIAL REGIONAL RELIABILITY COMMITTEE SUBCOMMITTEES . . . . A-1
Design Review Subcommittee . . . . . . . . . . . . . . . . . . . . A-1
Operating Review Subcommittee. . . . . . . . . . . . . . . . . . . A-2
Accreditation Subcommittee . . . . . . . . . . . . . . . . . . . . A-3
Operating Procedures Subcommittee. . . . . . . . . . . . . . . . . A-6
Pool Performance Subcommittee. . . . . . . . . . . . . . . . . . . A-9
Reliability Studies Subcommittee . . . . . . . . . . . . . . . . .A-10
Environmental Subcommittee . . . . . . . . . . . . . . . . . . . .A-13

EXHIBIT B
INITIAL GENERATION RESERVE-SHARING POOL SCHEDULES. . . . . B-1
General Terms and Conditions . . . . . . . . . . . . . . . . . . . B-1
Section 1. General Description. . . . . . . . . . . . . . B-1
Section 2. Accreditation. . . . . . . . . . . . . . . . . B-1
Section 3. Scheduling . . . . . . . . . . . . . . . . . . B-1
Section 4. Line Loading Relief. . . . . . . . . . . . . . B-2
Section 5. Transmission Service and Loss Repayment. . . . B-2
Section 6. Billing and Payment. . . . . . . . . . . . . . B-3
Section 7. Definitions. . . . . . . . . . . . . . . . . . B-5
Schedule B: Reserve Capacity Deficiency Service . . . . . . . . . B-6
Section 1. Service to be Provided . . . . . . . . . . . . B-6
Section 2. Conditions of Service. . . . . . . . . . . . . B-6
Section 3. Schedule of Rates. . . . . . . . . . . . . . . B-7
Schedule C: Emergency Energy Interchange Service. . . . . . . . . B-9
Section 1. Service to be Provided . . . . . . . . . . . . B-9
Section 2. Scheduling of Deliveries . . . . . . . . . . . B-9
Section 3. Schedule of Rates. . . . . . . . . . . . . . . B-9
Schedule C1: Scheduled Outage Energy Interchange Service. . . . .B-10
Section 1. Service to be Provided . . . . . . . . . . . .B-10
Section 2. Scheduling of Deliveries . . . . . . . . . . .B-10
Section 3. Schedule of Rates. . . . . . . . . . . . . . .B-10
Schedule D: Operating Reserve Service . . . . . . . . . . . . . .B-13
Section 1. Service to be Provided . . . . . . . . . . . .B-13
Section 2. Schedule of Rates. . . . . . . . . . . . . . .B-13

EXHIBIT C
SCHEDULE F: TRANSMISSION SERVICE FOR
COORDINATION TRANSACTIONS. . . . . . . . . . . C-1
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . C-1
1.1 Application. . . . . . . . . . . . . . . . . . . . . . C-1
1.2 Buyer. . . . . . . . . . . . . . . . . . . . . . . . . C-1
1.3 Completed Application. . . . . . . . . . . . . . . . . C-1
1.4 Contractor . . . . . . . . . . . . . . . . . . . . . . C-1
1.5 Coordination Transaction . . . . . . . . . . . . . . . C-1
1.6 Delivering Member. . . . . . . . . . . . . . . . . . . C-2
1.7 Firm Transmission Service. . . . . . . . . . . . . . . C-2
1.8 Line Loading Relief Procedure. . . . . . . . . . . . . C-2
1.9 Loss Repayment Procedure . . . . . . . . . . . . . . . C-2
1.10 Native Load Customers. . . . . . . . . . . . . . . . . C-2
1.11 Network Customers. . . . . . . . . . . . . . . . . . . C-2
1.12 Non-firm Transmission Service. . . . . . . . . . . . . C-3
1.13 Parties. . . . . . . . . . . . . . . . . . . . . . . . C-3
1.14 Receiving Member . . . . . . . . . . . . . . . . . . . C-3
1.15 Regional Transmission Committee. . . . . . . . . . . . C-3
1.16 Seller . . . . . . . . . . . . . . . . . . . . . . . . C-3
1.17 System Impact Study. . . . . . . . . . . . . . . . . . C-3
1.18 Transmission Customer. . . . . . . . . . . . . . . . . C-3
1.19 Transmission Provider. . . . . . . . . . . . . . . . . C-4
1.20 Transmission System. . . . . . . . . . . . . . . . . . C-4
2. Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-4
3. Nature of Firm Transmission Service . . . . . . . . . . . . . C-6
3.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . C-6
3.2 Service Priority . . . . . . . . . . . . . . . . . . . C-6
3.3 Curtailment of Service . . . . . . . . . . . . . . . . C-7
3.4 Classification of Firm Transmission Services . . . . . C-8
4. Nature of Non-firm Transmission Service . . . . . . . . . . . C-9
4.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . C-9
4.2 Service Priority . . . . . . . . . . . . . . . . . . .C-10
4.3 Classifications of Non-firm Transmission Service . . .C-10
4.4 Scheduling of Non-firm Transmission. . . . . . . . . .C-11
4.5 Curtailment of Service . . . . . . . . . . . . . . . .C-12
5. Service Availability. . . . . . . . . . . . . . . . . . . . .C-12
5.1 General Conditions . . . . . . . . . . . . . . . . . .C-12
5.2 Determination of Capacity Availability . . . . . . . .C-13
5.3 Policy on Facility Additions or Redispatch of
Generation . . . . . . . . . . . . . . . . . . . . . .C-13
6. Electronic Information Network. . . . . . . . . . . . . . . .C-13
7. Standards of Nondiscrimination. . . . . . . . . . . . . . . .C-14
8. Conditions Required of Transmission Customers . . . . . . . .C-14
9. Procedures for Arranging Firm Service . . . . . . . . . . . .C-14
9.1 Application. . . . . . . . . . . . . . . . . . . . . .C-14
9.2 Completed Application. . . . . . . . . . . . . . . . .C-15
9.3 Reservation of Firm Transmission Services. . . . . . .C-15
9.4 Notice of Deficient Application. . . . . . . . . . . .C-16
9.5 Response to Completed Applications . . . . . . . . . .C-17
9.6 Completed Application Approvals. . . . . . . . . . . .C-17
10. Procedures for Arranging Non-firm Transmission Service. . . .C-18
10.1 Application. . . . . . . . . . . . . . . . . . . . . .C-18
10.2 Completed Application. . . . . . . . . . . . . . . . .C-18
10.3 Reservation of Non-firm Transmission Service . . . . .C-19
10.4 Determination of Capacity Availability . . . . . . . .C-19
10.5 Transmission Customer Responsibility for Third-Party
Arrangements . . . . . . . . . . . . . . . . . . . . .C-20
11. Determination of Capacity Availability and Responsibility
for Costs Incurred in Providing System Impact Studies . . . .C-20
11.1 Notice of Need for System Impact Study . . . . . . . .C-20
11.2 Study Agreement and Cost Reimbursement . . . . . . . .C-21
11.3 Performance of System Impact Study . . . . . . . . . .C-22
11.4 Partial Interim Service. . . . . . . . . . . . . . . .C-22
12. Sale or Assignment of Transmission Service. . . . . . . . . .C-23
12.1 Procedures for Assignment or Transfer of Service . . .C-23
12.2 Information on Assignment or Transfer of Service . . .C-23
13. Compensation for Transmission Service . . . . . . . . . . . .C-23
13.1 Compensation for Use of Transmission Facilities. . . .C-23
13.2 Capacity and Energy Losses . . . . . . . . . . . . . .C-24
13.3 Other Charges. . . . . . . . . . . . . . . . . . . . .C-24
13.4 Waivers or Exclusions of Payments. . . . . . . . . . .C-24
14. Billing and Payment . . . . . . . . . . . . . . . . . . . . .C-26
14.1 Billing Procedure. . . . . . . . . . . . . . . . . . .C-26
14.2 Interest on Unpaid Balances. . . . . . . . . . . . . .C-27
14.3 Customer Default . . . . . . . . . . . . . . . . . . .C-27
15. Regulatory Filings. . . . . . . . . . . . . . . . . . . . . .C-28
16. Liability and Indemnification . . . . . . . . . . . . . . . .C-28
16.1 Liability. . . . . . . . . . . . . . . . . . . . . . .C-28
16.2 Release. . . . . . . . . . . . . . . . . . . . . . . .C-28
16.3 Damages. . . . . . . . . . . . . . . . . . . . . . . .C-29
17. Creditworthiness. . . . . . . . . . . . . . . . . . . . . . .C-30
18. Dispute Resolution Procedures . . . . . . . . . . . . . . . .C-30
19. Appointment of Representative . . . . . . . . . . . . . . . .C-30
20. Effectiveness . . . . . . . . . . . . . . . . . . . . . . . .C-31
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . .C(A)-1
RATE SCHEDULE FCTS . . . . . . . . . . . . . . . . . . . . . . .C(A)-1
Firm Capacity Transmission Service. . . . . . . . . . . . .C(A)-1
RATE SCHEDULE FETS . . . . . . . . . . . . . . . . . . . . . . .C(A)-3
Firm Energy Transmission Services . . . . . . . . . . . . .C(A)-3
RATE SCHEDULE RNF. . . . . . . . . . . . . . . . . . . . . . . .C(A)-5
Reserved Non-firm Transmission Service. . . . . . . . . . .C(A)-5
RATE SCHEDULE HNF. . . . . . . . . . . . . . . . . . . . . . . .C(A)-7
Hourly Non-firm Transmission Service. . . . . . . . . . . .C(A)-7
Appendix B . . . . . . . . . . . . . . . . . . . . . . . . . . .C(B)-1
APPLICATION FOR TRANSMISSION SERVICE . . . . . . . . . . . . . .C(B)-1
Appendix C . . . . . . . . . . . . . . . . . . . . . . . . . . .C(C)-1
PROCEDURE FOR CALCULATION AND ADMINISTRATION OF THE TRANSMISSION
SERVICE CHARGE. . . . . . . . . . . . . . . . . . . . . . .C(C)-1
1. Introduction. . . . . . . . . . . . . . . . . . . . . . . .C(C)-1
2. Definitions, Models and Parameters Used . . . . . . . . . .C(C)-1
2.1 Composition of the Network Model . . . . . . . . . .C(C)-1
2.2 Calculating the Cost Parameters. . . . . . . . . . .C(C)-4
2.3 Transmission Facility Ownership Representation . . .C(C)-6
3. Calculating the Rate for Transmission Service . . . . . . .C(C)-7
3.1 History of the Technique and Computer Programs . . .C(C)-7
3.2 Detailed Explanation of the Rate Calculation . . . .C(C)-8
3.3 The "Megawatt-Mile" Method . . . . . . . . . . . . .C(C)-8
3.4 Application to Service Charge Rates. . . . . . . . C(C)-10
3.5 Generator and Load Dispatch. . . . . . . . . . . . C(C)-10

EXHIBIT D
INITIAL REGIONAL TRANSMISSION COMMITTEE SUBCOMMITTEES. . . . D-1
Transmission Planning Subcommittee . . . . . . . . . . . . . . . . D-1
Transmission Schedules and Compensation Subcommittee . . . . . . . D-3
Operations and Compliance Subcommittee . . . . . . . . . . . . . . D-4

EXHIBIT E
INITIAL POWER AND ENERGY MARKET SCHEDULES. . . . . . . E-1
General Terms and Conditions . . . . . . . . . . . . . . . . . . . E-1
Section 1. General Description. . . . . . . . . . . . . . E-1
Section 2. Accreditation. . . . . . . . . . . . . . . . . E-1
Section 3. Scheduling . . . . . . . . . . . . . . . . . . E-1
Section 4. Line Loading Relief. . . . . . . . . . . . . . E-2
Section 5. Transmission Service and Loss Repayment. . . . E-2
Section 6. Billing and Payment. . . . . . . . . . . . . . E-2
Schedule A: Participation Power Interchange Service . . . . . . . E-5
Section 1. Service to be Provided . . . . . . . . . . . . E-5
Section 2. Conditions of Service. . . . . . . . . . . . . E-5
Section 3. Schedule of Rates. . . . . . . . . . . . . . . E-5
Schedule J: Firm Power Interchange Service. . . . . . . . . . . . E-7
Section 1. Service to be Provided . . . . . . . . . . . . E-7
Section 2. Conditions of Service. . . . . . . . . . . . . E-7
Section 3. Schedule of Rates. . . . . . . . . . . . . . . E-8
Schedule K: System Participation Power Interchange Service. . . . E-9
Section 1. Service to be Provided . . . . . . . . . . . . E-9
Section 2. Conditions of Service. . . . . . . . . . . . . E-9
Section 3. Schedule of Rates. . . . . . . . . . . . . . .E-10
Schedule L: Interruptible Load Replacement Energy Service . . . .E-11
Section 1. Services to be Provided. . . . . . . . . . . .E-11
Section 2. Conditions of Service. . . . . . . . . . . . .E-11
Section 3. Schedule of Rates. . . . . . . . . . . . . . .E-12
Schedule M: General Purpose Energy Service. . . . . . . . . . . .E-13
Section 1. Service to be Provided . . . . . . . . . . . .E-13
Section 2. Conditions of Service. . . . . . . . . . . . .E-13
Section 3. Schedule of Rates. . . . . . . . . . . . . . .E-13

EXHIBIT F
MAP OF THE ▇▇▇▇ REGION. . . . . . . . . . . . G-1

EXHIBIT A
INITIAL REGIONAL RELIABILITY COMMITTEE SUBCOMMITTEES
The initial subcommittees of the Regional Reliability Committee, and
the responsibilities of those subcommittees, shall be as set forth below.
The subcommittees shall have such additional responsibilities as may be
assigned by the Regional Reliability Committee. Each subcommittee shall
initially utilize the applicable procedures of the existing ▇▇▇▇ handbooks
and manuals, but may adopt such further or different procedures as it may
deem appropriate, subject to the requirements of the Restated Agreement and
any procedures for the governance of any of its subcommittees as may be
adopted by the Regional Reliability Committee.

Design Review Subcommittee
The members of the Design Review Committee under the ▇▇▇▇ Agreement
immediately prior to the Effective Date shall serve as the Design Review
Subcommittee until Representatives for the Design Review Subcommittee are
selected in accordance with the terms of the Restated Agreement.

Design Review Subcommittee Responsibilities:
1. Review each Applicant's generation and transmission facilities in
the ▇▇▇▇ Region for conformance with the standards specified in the ▇▇▇▇
Engineering Handbook as in effect on the Effective Date and as such
standards may thereafter be revised by the ▇▇▇▇ Reliability Council or the
Regional Reliability Committee ("▇▇▇▇ System Design Standards"), approve
facilities that conform with such standards, and report its findings to the
Regional Reliability Committee.
2. Review each Member's proposed additions to or retirements of
generation or transmission facilities in the ▇▇▇▇ Region for conformance
with ▇▇▇▇ System Design Standards, approve facility additions or
retirements that conform with such standards, and report its findings to
the Regional Reliability Committee.
3. Review planned capacity transactions by any Member that exceed
the megawatt and duration thresholds established by the Regional
Reliability Committee pursuant to Section 6.6.8(f) and 6.6.8(g) for
conformance with applicable reliability criteria, approve capacity
transactions that conform with such standards, and report its findings to
the Regional Reliability Committee.
4. Determine any operating restrictions necessary to make a Member's
planned facilities operate within ▇▇▇▇ System Design Standards, and forward
a description of any such restrictions to the Operating Review Subcommittee
for action.
5. Approve temporary generating unit accreditation or authorized
accreditation.

Operating Review Subcommittee
The members of the Operating Review Committee under the ▇▇▇▇ Agreement
immediately prior to the Effective Date shall serve as the Operating Review
Subcommittee until Representatives for the Operating Review Subcommittee
can be selected in accordance with the terms of the Restated Agreement.

Operating Review Subcommittee Responsibilities:
1. Review each Member's generation and transmission facilities and
its operating studies, guides and practices for conformance to the
standards specified in the ▇▇▇▇ Operating Handbook as in effect on the
Effective Date and as such standards may thereafter be revised by the ▇▇▇▇
Reliability Council or the Regional Reliability Committee ("▇▇▇▇ System
Operating Standards"), approve such of the foregoing as conform with such
standards, and report its findings to the Regional Reliability Committee.
2. Impose and revise as necessary any operating restrictions
forwarded by the Design Review Subcommittee necessary to make a Member's
planned facility operate within ▇▇▇▇ System Design Standards.
3. Impose operating restrictions on any Member necessary to make
facilities within the ▇▇▇▇ Region operate in accordance with ▇▇▇▇ System
Operating Standards.
4. Review any capacity or energy transaction, and impose any
restrictions necessary to ensure that Members operate in accordance with
▇▇▇▇ System Operating Standards.

Accreditation Subcommittee
The members of the Accreditation Subcommittee under the ▇▇▇▇ Agreement
immediately prior to the Effective Date shall serve as the Accreditation
Subcommittee until Representatives for the Accreditation Subcommittee can
be selected in accordance with the terms of the Restated Agreement.

Accreditation Subcommittee Responsibilities:
1. Review each Member's seasonal load and capability forecasts for
the next ten years (or such period as the Regional Reliability Committee
may designate), and the Member's monthly load and capability forecasts for
the first two years of this period, and prepare appropriate reports for the
Regional Reliability Committee.
2. Establish detailed criteria for the accreditation of capacity
transactions (1), including a requirement to obtain approval from the
Design Review Subcommittee for transactions of greater than the megawatt or
duration thresholds established by the Regional Reliability Committee.
3. Conduct a semiannual review of after-the-fact load and capability
data from each Member, and from such data determine the amount and
allocation of any required Reserve Capacity Deficiency Service purchases
and sales in accordance with criteria established by the Regional
Reliability Committee.
4. Compile, reproduce and supply load and capability data in any
format needed by any council, committee or subcommittee of ▇▇▇▇, or for
submission to reliability or government agencies.
5. Approve any interruptible load appropriate for adjustment in the
▇▇▇▇ Load and Capability Report.
6. Assume responsibility for the following Sections of the ▇▇▇▇
Engineering Committee Handbook:

(1) A capacity transaction for the month of October that otherwise meets
the criteria of the Regional Reliability Committee may be included in
the Accredited Capability of a Member only to the extent that the
Member's October system demand is forecast to exceed its maximum
system demand of the previous five months.

a. Section 2 Power Transactions (Procedures for approval of
capacity transactions)

b. Section 5 Generation and Interconnection Evaluation
(Procedures for approval of generation
accreditation and outside pool transactions)

c. Exhibit G Allocation Procedures for Participant Deficiencies
(Procedure to allocate surplus capacity at Service
Schedule B rates to deficit utilities)

d. Exhibit H Procedures for Systematic Recordings of Committed
Power Transactions (Procedures to record approved
capacity transactions for ▇▇▇▇ Members)

e. Exhibit J ▇▇▇▇ Procedures for the Uniform Rating of
Generating Equipment (Rules used in determining
the capacity of all types of generation including
coal, nuclear, hydro, gas, oil, wind and solar)

f. Exhibits K, L, L-2 Forms for Temporary Accreditation Request,
Extended Accreditation Request, and return
from Extended Accreditation

g. Exhibit N ▇▇▇▇ Procedure for Certification of Interruptible
Demand for Purchase of Service Schedule L.

Note:
Under the Restated Agreement, the Contractor will determine whether
capacity transactions below megawatt and duration thresholds set by
the Regional Reliability Committee meet applicable reliability
criteria. If the Contractor determines that a proposed capacity
purchase or sale will violate ▇▇▇▇ System Design Standards or ▇▇▇▇
System Operating Standards, it will notify the Members participating
in any such transaction in writing, which may be done by electronic
mail.

Operating Procedures Subcommittee
The members of the Operating Practices Subcommittee under the ▇▇▇▇
Agreement immediately prior to the Effective Date shall serve as the
Operating Procedures Subcommittee until Representatives for the Operating
Procedures Subcommittee can be selected in accordance with the terms of the
Restated Agreement.

Operating Procedures Subcommittee Responsibilities:
1. Adopt procedures for re-establishing reserves following a
resource loss.
2. Adopt criteria for load shedding.
3. Adopt procedures and practices for coordinating interregional
reliability, including coordinating ▇▇▇▇ reliability activities with
adjoining systems, pools, and other regional power coordination agencies.
4. Adopt methods, standards and procedures for pool voltage and VAR
control.
5. Coordinate Members' transmission and generation maintenance
schedules in order to maintain regional reliability.
6. In cooperation with other concerned councils, committees and
subcommittees, coordinate the activities of the ▇▇▇▇ communications
network.
7. In coordination with the Reliability Studies Subcommittee,
develop ▇▇▇▇ computer models for seasonal power flow, stability and short
circuit studies for use by Members and the ▇▇▇▇ Center.
8. Establish and modify line-loading relief standards, requirements
and procedures necessary to preserve regional reliability.
9. Review, and modify as necessary to preserve regional reliability,
the Total Operating Reserve Obligation and the formula for establishing the
Operating Reserve Obligation of the End-Use Load Members.
10. Review and approve methods and procedures, including
determination of costs, accounting and billing, for the use of the
Generation Reserve-Sharing Pool Schedules, including the Service Schedules
for Emergency Energy Interchange Service, Scheduled Outage Energy
Interchange Service, Operating Reserve Service, and Reserve Capacity
Deficiency Service.
11. Develop continuing education programs for Members' System
Operators.
12. Assume responsibility for the following portions of the ▇▇▇▇
Operating Handbook:
Section III Generating Capability Availability
Interconnection Capacity
Operating Reserve
Maintenance Scheduling
Incremental Cost Determination Guide

Section IV Emergency Procedures Overview
Transmission Loading Relief Procedure
Tight Capacity Procedure
Emergency Energy Replacement Procedure
Scheduled Outage Energy Locating Procedure
Reduced Oil and Gas Consumption Procedure

Section VII Uniform Rating of Generating Equipment (URGE) Procedure

13. Assume responsibility for the following portions of the NERC
Operating Guides:
Guide II - System Security

A. MW Generation Reserve
C. Transmission Operation
E. Monitoring Interconnection Parameters
F. Information Exchange
G. Maintenance Coordination

Guide III - Emergency Operations

A. Insufficient Generation Capacity
B. Transmission Overload and Voltage Control
C. Load Shedding
D. System Restoration
E. Emergency Information Exchange
F. Special System or Control Area Action
G. Control Center Backup

Guide IV - Operating Personnel

A. Responsibility and Authority
B. Selection
C. Training
D. Responsibility to Other Groups

Guide V - Operations Planning

A. Normal Operations
B. Planning for Emergency Conditions
C. Long Term Deficiencies
D. Load Shedding
E. System Restoration

Guide VI - Telecommunications

A. Facilities
B. System Operator Communications Procedures
C. Loss of Communications

Pool Performance Subcommittee
The members of the Pool Performance Subcommittee under the ▇▇▇▇
Agreement immediately prior to the Effective Date shall serve as the Pool
Performance Subcommittee until Representatives for the Pool Performance
Subcommittee can be selected in accordance with the terms of the Restated
Agreement.

Pool Performance Subcommittee Responsibilities:
1. Review and adopt Operating Principles and Guides establishing
commonly accepted standards for control area operation.
2. Review and adopt methods, standards, and procedures for
monitoring and improving control performance in the ▇▇▇▇ Region.
3. Coordinate the activities of ▇▇▇▇ control areas with the NERC
Performance Subcommittee through the ▇▇▇▇ Survey Coordinator, who shall be
the ▇▇▇▇ representative to the NERC Performance Subcommittee. The ▇▇▇▇
Survey Coordinator shall be nominated by the Pool Performance Subcommittee
and elected by the Regional Reliability Committee, shall serve for a term
of two years with eligibility for re-election, and shall:
a. Represent ▇▇▇▇ on the NERC Operating Committee Performance
Subcommittee, and attend all meetings of the subcommittee.
b. Be responsible for performance surveys and other surveys as
requested by the NERC Operating Committee Performance Subcommittee.
c Serve as a non-voting member of the ▇▇▇▇ Pool Performance
Subcommittee.
4. Assume responsibility for the following portions of the ▇▇▇▇
Operating Handbook:
Section III Control Area Operation

Section VII Average Production Cost, Other Than Fuel
Additional Payment for Scheduled Outage Energy
5. Assume responsibility for the ▇▇▇▇ Operating Requirements
Document.
6. Assume responsibility for the following portions of the NERC
Operating Guides:
Guide I - Systems Control

A. Generation Control
B. Voltage Control
C. Time and Frequency Control
D. Interchange Scheduling
E. Control Performance Criteria
F. Inadvertent Interchange Management
G. Control Surveys

Guide II - System Security

B. Reactive Power Supply
E. Monitoring Interconnection Parameters

Reliability Studies Subcommittee
The members of the Technical Operations Subcommittee and the
Reliability Subcommittee under the ▇▇▇▇ Agreement immediately prior to the
Effective Date shall serve as the Reliability Studies Subcommittee until
Representatives for the Reliability Studies Subcommittee can be selected in
accordance with the terms of the Restated Agreement.

Reliability Studies Subcommittee Responsibilities:
1. Collect and analyze operating data pertinent to the
interconnected operation of ▇▇▇▇.
2. Conduct appropriate transmission network studies.
3. Review the Reserve Capacity Obligation, and recommend such
modifications as it may deem appropriate to the Regional Reliability
Committee.
4. Review and approve operating reliability standards, criteria, and
rules relating to protective equipment and communications or digital
control systems.
5. Identify the planning functions that should be conducted by the
Contractor in order to improve reliability.
6. Review the reliability characteristics of the ▇▇▇▇ system and
perform associated reliability studies as appropriate.
7. Coordinate the development and updating by the Members and ▇▇▇▇
of appropriate models for power flow, stability, short-circuit, and
reliability studies of the ▇▇▇▇ Region.
8. Accumulate and maintain data files as necessary to determine
existing system reliability and to propose recommendations on system
reliability to the Regional Reliability Committee.
9. Conduct static transmission adequacy assessments as appropriate,
including assessments of the intra- and inter-regional transfer capability
of the ▇▇▇▇ system.
10. Evaluate new methodologies, with a goal of performing combined
generation and transmission reliability analysis.
11. Review and evaluate recommended plans and procedures developed by
the Regional Transmission Committee for technical coordination of the ▇▇▇▇
Plan with adjoining systems, pools, and other regional coordinating
agencies.
12. In cooperation with other concerned committees and subcommittees,
coordinate the activities of the ▇▇▇▇ communications network.
13. Assume responsibility for reliability criteria and modelling
necessary for submission of FERC Form 715 information for ▇▇▇▇.
14. Assume responsibility for the following portions of the ▇▇▇▇
Engineering Handbook:
Section 1 Load and Capability (Requirement to submit Load and
Generating Capability for OE-411 reporting)

Exhibit F Load and Capability Reporting (Instruction forms for
projected seasonal and monthly load and capability
reporting)
14. Assume responsibility for the following portions of the ▇▇▇▇
Operating Handbook:
Section II Major Disturbance Analysis Procedure

Section III Interconnection Capacity
Regional Communications
Protective Relaying Guide

Section VII Special Stability Systems and Procedures
Transmission Line Capacity Data
16. Assume responsibility for the following portions of the NERC
Operating Guides:
Guide I - Systems Control

H. Control Equipment Requirements

Guide II - System Security

D. Relay Coordination
F. Information Exchange

Environmental Subcommittee
The members of the Environmental Committee under the ▇▇▇▇ Agreement
immediately prior to the Effective Date shall serve as the Environmental
Subcommittee until Representatives for the Environmental Subcommittee are
selected in accordance with the terms of the Restated Agreement.

Environmental Subcommittee Responsibilities:
1. Keep abreast of current environmental laws, regulations, and
natural resource issues which may impact regional system operating
reliability.
2. Provide input and recommendations to decision-making agencies
concerning the actual or potential impact on regional reliability of
proposed environmental laws and regulations, and emerging natural resource
issues.
3. ▇▇▇▇▇▇ information exchange among Members on environmental
factors, compliance issues, and resource programs that may impact
reliability within the ▇▇▇▇ Region.
4. ▇▇▇▇▇▇ greater understanding of ▇▇▇▇ by providing information to
the public on the interrelationship of environmental factors, regional
reliability, system planning and operations.

EXHIBIT B
INITIAL GENERATION RESERVE-SHARING POOL SCHEDULES

General Terms and Conditions
Section 1. General Description
1.1 The initial Service Schedules set forth herein are intended to
facilitate the exchange of capacity and energy in the ▇▇▇▇ Generation
Reserve Sharing Pool. The Service Schedules are established to enable the
Pool Participants to help maintain the reliability of the interconnected
system through sharing of capacity reserves and operating reserves. These
Service Schedules may be revised and new Service Schedules established as
needs arise, in accordance with the Restated Agreement.

Section 2. Accreditation
2.1 Accreditation of capacity transactions shall be determined and
assigned under procedures established by the Regional Reliability
Committee. Initially, the same procedures shall be used as in effect
immediately prior to the Effective Date.

Section 3. Scheduling
3.1 Interchange of capacity and energy between the Pool
Participants shall be in accordance with the reliability standards and
procedures established by the Regional Reliability Committee. These
standards and procedures shall meet or exceed NERC criteria. Exchange of
energy between Pool Participants shall conform to the ▇▇▇▇ Operating
Requirements in order to satisfy the obligations of those Pool Participants
which operate Control Areas.

Section 4. Line Loading Relief
4.1 Delivery of energy between Pool Participants under the
Scheduled Outage Energy Interchange Service Schedule shall be subject to
the ▇▇▇▇ Line Loading Relief Procedures when such procedures are necessary
to alleviate overloads or potential overloads of transmission facilities.
Reserve Capacity Deficiency Service, Emergency Energy Interchange Service,
and Operating Reserve Service are not subject to the ▇▇▇▇ Line Loading
Relief Procedures.

Section 5. Transmission Service and Loss Repayment
5.1 Pool Participants that schedule capacity and energy under the
Service Schedules for Reserve Capacity Deficiency Service, Emergency Energy
Interchange Service, or Scheduled Outage Energy Interchange Service are
obligated to compensate other Pool Participants for use of their
transmission facilities in accordance with Schedule F - Transmission
Service for Coordination Transactions. Such compensation may include a
transmission service charge for any of these Service Schedules, plus a
charge for net incremental losses incurred by such other Pool Participants
for energy delivered under the Scheduled Outage Energy Interchange Service
Schedule or the Emergency Energy Interchange Service Schedule. Procedures
for determining transmission service and loss repayment charges and for
administering the payment process shall be established by the Regional
Transmission Committee.

Section 6. Billing and Payment
6.1 For billing purposes, the amount of energy delivered by a
supplying Pool Participant to a purchasing Pool Participant, or delivered
to the purchasing Pool Participant through any intervening transmission
service providers during any period, shall be the amount scheduled for
delivery at a point or points where the system of the supplying Pool
Participant connects with the system of the purchasing Pool Participant or
with the Transmission System (as defined in Schedule F - Transmission
Service for Coordination Transactions).
6.2 Billing for any transaction involving generation or
transmission capacity, including any transmission charges pertaining to a
transaction, shall be based upon the amount of such capacity committed in
advance for delivery at a point or points where the system of the supplying
Pool Participant connects with either the system of the purchasing Pool
Participant or with the Transmission System (as defined in Schedule F -
Transmission Service for Coordination Transactions).
6.3 All bills for services supplied in connection with the
Generation Reserve-Sharing Pool shall be rendered monthly by the supplying
Pool Participant to the purchasing Pool Participant after the end of the
period to which such bills are applicable. Unless otherwise specified by
the appropriate council or committee, such period shall be from 12:01 a.m.
of the first day of the month to 12:01 a.m. of the first day of the
succeeding month. Bills shall be due and payable within fifteen days from
the date such bills are rendered. Payment shall be made when due and
without deduction, and may be effected by electronic funds transfer. Bills
shall be deemed rendered on the postmark date if deposited in first class
mail with postage prepaid and shall be deemed rendered upon receipt if
another means of delivery is used. If the due date of any ▇▇▇▇ falls on
Saturday, Sunday or holiday observed by either Pool Participant, the ▇▇▇▇
shall be due and payable on the next following working day of both Pool
Participants. Interest shall accrue and be compounded daily on any unpaid
amount, from the date due until the date upon which payment is made, using
the lowest daily prime rates published in the money rates section of the
Wall Street Journal for the applicable time period. Such daily interest
shall be computed on the basis of actual days and a 365 day calendar year.
6.4 In the event a Pool Participant desires to dispute all or any
part of the charges submitted by some other Pool Participant, it shall
nevertheless pay the full amount of the charges when due and give
notification in writing within sixty (60) days from the date of the
statement stating the grounds on which the charges are disputed and the
amount in dispute. The complaining Pool Participant shall not be entitled
to any adjustment on account of any disputed charges that are not brought
to the attention of the Pool Participant rendering such charges within the
time and in the manner herein specified. If settlement of the dispute
results in a refund to the payer, interest shall accrue and be compounded
daily on the amount to be refunded from the date of payment until the date
upon which refund is made, using the lowest daily prime rates published in
the money rates section of the Wall Street Journal for the applicable time
period. Such daily interest shall be computed on the basis of a 365 day
year. If the Pool Participants are unable to reach a mutually satisfactory
agreement, the dispute resolution procedures of Article 11 of the Restated
Agreement shall apply.

Section 7. Definitions
7.1 For purposes of Service Schedules C and C1 only, Incremental
Cost shall mean:
a. The cost of fuel, operating labor, and maintenance required to
generate the energy necessary to supply (i) the scheduled
delivery to the purchasing Pool Participant's system, plus (ii)
the incremental losses incurred on the supplying Pool
Participant's system, plus (3) the energy supplied to any
intervening system or systems as compensation for losses;
b. The cost of starting and operating any generating units which
must be started as a result of supplying such energy; and
c. The supplying Pool Participant's cost of purchased energy if
the purchase is made as a result of supplying such energy.
d. The Incremental Cost per kilowatt-hour for any particular
transaction shall be the total of such costs divided by the
kilowatt-hours scheduled for delivery to the purchasing Pool
Participant either directly by the supplying Pool Participant
or through an intervening system or systems.

Schedule B: Reserve Capacity Deficiency Service

Section 1. Service to be Provided
1.1 Reserve Capacity Deficiency is the value in kilowatts by which
a Pool Participant's System Demand plus its Reserve Capacity Obligation in
any hour of either the Summer Season (May 1 - Oct 31) or the Winter Season
(Nov 1 - April 30) exceeds its Accredited Capability for such hour. This
Service Schedule provides for the sale of Reserve Capacity by any Pool
Participant to any other Pool Participant that has experienced a Reserve
Capacity Deficiency, to enable the purchasing Pool Participant to satisfy
its Reserve Capacity Obligation.
1.2 Allocation of sales from other Pool Participants' seasonal
surpluses to supply the deficiency shall be determined after the fact in
accordance with procedures established by the Regional Reliability
Subcommittee.

Section 2. Conditions of Service
2.1 This Service Schedule shall be available for the sale of
Reserve Capacity Deficiency Service for six consecutive months beginning on
May 1 or November 1 unless another duration and other dates are agreed to
by the Regional Reliability Committee.
2.2 Reserve Capacity Deficiency Service shall be supplied through
transmission facilities which have adequate capacity for transmitting such
power, in accordance with reliability standards and procedures established
by the Regional Reliability Committee.
2.3 Firm Capacity Transmission Service under Service Schedule F -
Transmission Service for Coordination Transactions shall be obtained for
delivery of Reserve Capacity Deficiency Service.

Section 3. Schedule of Rates
3.1 The purchasing Pool Participant shall pay to the supplying Pool
Participant for Reserve Capacity Deficiency Service furnished during any
month a demand charge determined as follows:
For each megawatt or fraction thereof committed by the
supplier, a charge per month not more than P, where
P = A/12
where A = the value for the applicable year based on ten (10)
years of data representing the composite levelized annual fixed
charges per megawatt for the units of the Pool Participants
which supplied, or are most likely to supply, capacity and
energy under this Service Schedule.
3.2 For each FERC regulated Pool Participant, the levelized annual
fixed carrying charge is the sum of the return requirement, depreciation,
income tax, property tax, insurance and administrative and general costs.
The return requirement shall be calculated in accordance with standard FERC
methods using debt costs, preferred stock cost and a percentage rate of
return on equity, weighted in accordance with the Pool Participant's
capital ratios at the end of the preceding calendar year. The percentage
rate of return on equity shall not be higher than the most recent rate of
return on equity percentage approved by the Pool Participant's state
regulatory commission. The income tax requirement which shall include
deferred taxes, shall be calculated in accordance with standard FERC
methods using federal and state tax rates in effect for the current year.
The administrative and general costs in column b on line 167 of page 323 of
the FERC Form 1 shall be appropriately allocated to the electric production
plant and converted to a percentage of the electric production plant
investment.

Schedule C: Emergency Energy Interchange Service

Section 1. Service to be Provided
1.1 This Service Schedule provides for the supply of Emergency
Energy by any Pool Participant to any other Pool Participant during
emergency outages of generating or transmission facilities or both.

Section 2. Scheduling of Deliveries
2.1 Deliveries of Emergency Energy shall be scheduled as soon as
possible after the occurrence of an Emergency Outage, through transmission
facilities which have adequate capacity for transmitting such energy, in
accordance with reliability standards and procedures established by the
Regional Reliability Committee.
2.2 Firm Energy Transmission Service under Service Schedule F -
Transmission Service for Coordination Transactions shall be obtained for
delivery of Emergency Energy Interchange Service.

Section 3. Schedule of Rates
3.1 The receiving Pool Participant shall pay to the supplying Pool
Participant for Emergency Energy furnished during any month under this
Service Schedule the greater of 3.0 cents per kilowatt-hour or 110 percent
of the supplying Pool Participant's Incremental Cost of supplying such
energy.

Schedule C1: Scheduled Outage Energy Interchange Service
Section 1. Service to be Provided
1.1 This Service Schedule provides for the supply of energy by any
Pool Participant to any other Pool Participant during Scheduled Outages of
generation or transmission facilities or both.

Section 2. Scheduling of Deliveries
2.1 Scheduled Outage Energy shall be supplied through transmission
facilities which have adequate capacity for transmitting such power and
energy, in accordance with reliability standards and procedures established
by the Regional Reliability Committee.
2.2 Scheduled Outage Energy may be scheduled from a Pool
Participant not directly interconnected with the purchasing Pool
Participant if such energy is available at a lower delivered cost than from
a directly interconnected Pool Participant.
2.3 Firm Energy Transmission Service under Service Schedule F -
Transmission Service for Coordination Transactions shall be obtained for
Scheduled Outage Energy Interchange Service.

Section 3. Schedule of Rates
3.1 The purchasing Pool Participant shall compensate the supplying
Pool Participant for Scheduled Outage Energy furnished during any month
under this Service Schedule in accordance with one of the following
subparagraphs:
a. The purchasing Pool Participant shall pay to the
supplying Pool Participant for such Scheduled Outage Energy the greater of:
i. 110 percent of the Incremental Cost of producing such
energy, or
ii. 110 percent of the Average Production Cost (as specified
in Section 3.28 of the ▇▇▇▇ Agreement as in effect on the
Effective Date and as may thereafter be revised by the
▇▇▇▇ Reliability Council or the Regional Reliability
Committee) of the purchasing Pool Participant had it
produced such energy with the generating unit which is
out of service; provided that, if the purchasing Pool
Participant is not using its Total Available Accredited
Capacity, the supplying Pool Participant may require the
purchasing Pool Participant to make an additional payment
for any financial loss that accrues to the supplying Pool
Participant attributable to foregoing a sale to another
party. For uniformity of application, such additional
payment shall be calculated assuming that the decremental
cost of the foregone sale would have been an amount equal
to the cost of energy from oil-fired generation
determined in accordance with principles and practices
established by the Regional Reliability Committee as
follows: The cost of oil-fired generation will be
calculated using the least-squares method based on a
maximum of seven years' data. For FERC regulated Pool
Participants, the data used will be the sum of fuel,
operation and maintenance costs divided by net KWH line
35 on page 402 and columns e, h, i and o on pages 410 and
411 of the FERC Form 1. Pool Participants not regulated
by the FERC will provide comparable data when cost data
is requested for filing with the Contractor.
b. The Pool Participant supplying Scheduled Outage Energy
may, at its option, require the purchasing Pool Participant to return such
energy at such times and under such conditions that the supplying Pool
Participant will not experience a loss due to the transaction, or under
conditions mutually agreeable to both Pool Participants.

Schedule D: Operating Reserve Service

Section 1. Service to be Provided
1.1 A Pool Participant may arrange for another Pool Participant to
supply part or all of its Operating Reserve requirement. Such other Pool
Participant is not obligated to supply Operating Reserve Service if the
requesting Pool Participant is not using all of its Available Accredited
Capacity.

Section 2. Schedule of Rates (See Note No. 1)
2.1 Except as otherwise agreed to by the Pool Participants
concerned, a Pool Participant supplying a portion or all of another Pool
Participant's Operating Reserve during any month shall be paid by the
purchasing Pool Participant the greater of:
a. 110 percent of the Incremental Cost of supplying such service;
or
b. The Incremental Cost of supplying such service plus one-half of
the overall savings of such transaction, where overall savings
shall be equal to the difference between the Incremental Cost
of the selling Pool Participant and the Decremental Cost of the
purchasing Pool Participant.
2.2 In the event there are repetitive transactions between certain
Pool Participants involving similar Incremental and Decremental Costs, flat
rates or exchange arrangements may be established for such transactions by
the Pool Participants concerned.
2.3 Transmission service need not be arranged for Operating Reserve
Service; provided, however, that any energy subsequently taken from
Operating Reserves shall be taken under the applicable energy Service
Schedule, and appropriate transmission service shall be arranged therefor.

Note No. 1:

For the purpose of this Service Schedule only, Incremental and Decremental
Cost shall be determined as follows:

Incremental Cost of the supplying Pool Participant shall be based on
the costs incurred in starting and operating any generating unit or
units which must be started as a result of supplying such service.

Decremental Cost of the purchasing Pool Participant shall be based on
the cost avoided by not starting and operating any generating unit or
units as a result of receiving such service.

EXHIBIT C
SCHEDULE F: TRANSMISSION SERVICE FOR
COORDINATION TRANSACTIONS

Preamble
This Service Schedule provides transmission service for Coordination
Transactions pursuant to the ▇▇▇▇ Restated Agreement.
1. Definitions
Definitions provided in the Restated Agreement shall apply to this
Service Schedule unless otherwise provided in this Service Schedule.
1.1 Application: A request by a Member for transmission service
pursuant to the provisions of this Service Schedule.
1.2 Buyer: The Member that is the purchaser pursuant to a
Coordination Transaction.
1.3 Completed Application: An Application that satisfies all of
the information and other requirements of this Service Schedule.
1.4 Contractor: An impartial entity that performs actions or
functions under this Service Schedule on behalf of all of the Transmission
Providers. The initial Contractor shall be the Contractor under the
Restated Agreement.
1.5 Coordination Transaction: Any sale for resale of power and/or
energy between Members, for a period not to exceed two years, using
existing generation and transmission facilities. Any transaction where the
Seller is obligated to sell, or has an option to sell, power and/or energy,
or the Buyer is obligated to take or pay, or has the option to take or pay,
for power and/or energy, for more than two years shall not qualify for
service under this Service Schedule for any portion of the duration of the
transaction.
1.6 Delivering Member: The Member on whose system the capacity
and/or energy provided under a Coordination Transaction will be delivered
to the Buyer. The Delivering Member may be the Buyer. The Delivering
Member shall be specified in the Completed Application.
1.7 Firm Transmission Service: Transmission service under this
Service Schedule that is reserved or scheduled for a term not to exceed two
years, and that is of the firmness and priority as set forth in this
Service Schedule. Firm Transmission Service is available as Firm Capacity
Transmission Service or Firm Energy Transmission Service.
1.8 Line Loading Relief Procedures: Those procedures established
by the Regional Transmission Committee involving curtailment of
transactions for the purpose of relieving transmission system overloads or
maintaining necessary voltage criteria.
1.9 Loss Repayment Procedure: Those procedures established by the
Regional Transmission Committee involving repayment of transmission system
losses due to Coordination Transactions.
1.10 Native Load Customers: The wholesale and retail customers on
whose behalf the Transmission Provider, by statute, franchise, regulatory
requirements, or contract, has undertaken an obligation to construct and
operate the Transmission Provider's system to provide reliable transmission
service on a firm basis.
1.11 Network Customers: Entities receiving transmission service
pursuant to the terms of the Transmission Provider's network service tariff
or other contracts for similar service.
1.12 Non-firm Transmission Service: Transmission service under this
Service Schedule that is reserved and/or scheduled on an as available basis
and is subject to interruption pursuant to ▇▇▇▇ Line Loading Relief
Procedures. Non-firm Transmission Service is available as either Hourly
Non-firm Transmission Service or Reserved Non-firm Transmission Service.
1.13 Parties: The Transmission Providers and the Transmission
Customer receiving service under this Service Schedule.
1.14 Receiving Member: The Member on whose system capacity and/or
energy from a Coordination Transaction will be made available to the
Transmission Providers by the Seller. The Receiving Member may be the
Seller. The Receiving Member shall be specified in the Completed
Application.
1.15 Regional Transmission Committee: A standing committee under
the ▇▇▇▇ Restated Agreement.
1.16 Seller: The Member that is the seller pursuant to a
Coordination Transaction.
1.17 System Impact Study: An assessment by the Contractor or the
Regional Transmission Committee of the adequacy of the Transmission System
to accommodate a request for Firm Transmission Service.
1.18 Transmission Customer: Any Member whose Completed Application
for Transmission Service is approved by the Contractor and who receives
transmission service under this Service Schedule. The Transmission Customer
shall be the Buyer.
1.19 Transmission Provider: A Member owning or controlling
transmission used to provide service under this Service Schedule. The
Contractor shall not be considered to be a Transmission Provider.
1.20 Transmission System: The composite of all contiguous
networked, synchronously operated 115 kV and above (or 69 kV as specified
in Appendix C) transmission facilities owned or controlled by ▇▇▇▇ Members.
Such contiguous facilities shall include (i) networked facilities in the
▇▇▇▇ Region, (ii) facilities that are directly interconnected with those
within the ▇▇▇▇ Region, and (iii) facilities that are interconnected with
those within the ▇▇▇▇ Region through the facilities of another Member or
Members.

2. Scope
1.2 This Service Schedule provides for transmission service
pursuant to the Restated Agreement in connection with Coordination
Transactions. A Member located outside of the ▇▇▇▇ Region agrees to
provide service to the other Members under the terms and conditions of this
Service Schedule over transmission facilities owned or controlled by it or
its Affiliates, that are a part of the Transmission System. Service under
this Service Schedule is not available to an entity not eligible for an
order requiring transmission service under Sections 210, 211 or 212 of the
FPA as in effect on the Effective Date or of a type not available pursuant
to an order requiring such service under Sections 210, 211 or 212 of the
FPA as in effect on the Effective Date.
2.2 This Service Schedule shall be used for Coordination
Transactions between Members instead of the individual tariffs of the
Members. Service is available for Coordination Transactions arranged under
the ▇▇▇▇ Power and Energy Market, the Generation Reserve-Sharing Pool or
otherwise. Any entity eligible to obtain a Section 211 order under the
Federal Power Act is eligible to become a MAPP Member and obtain service
under this Service Schedule. Service under this Service Schedule is
available to all Members on an equivalent basis pursuant to the terms of
this Service Schedule. To receive such service, an entity must be willing
to take on the responsibilities and obligations of membership.
2.3 Subject to the waiver provisions of Section 13.4 hereof,
charges are imposed for service under this Service Schedule.
2.4 This Service Schedule cannot be used to deliver power or energy
directly to a non-member. This Service Schedule also is not intended to be
used, and shall not be used, by a generator located on a Receiving Member's
system in place of a long term transmission arrangement that compensates
the Receiving Member for the load imposed on the Receiving Member's system
by the generator. Nor is this Service Schedule intended to be used for
load located on a Delivering Member's system and routinely imposed on that
system in lieu of a long term transmission arrangement for the needs of
that load. Furthermore, this Service Schedule is intended to apply only to
transactions of two years or less. This Service Schedule shall be
interpreted and applied to prevent its use for any transactions that are in
any way more than a two years in duration.
2.5 If any Member believes that the intended scope of this Service
Schedule expressed above is being violated in connection with any
transaction, it may file a written complaint specifying its concern with
the Regional Transmission Committee, or the appropriate subcommittee of the
Regional Transmission Committee. During the pendency of any such
complaints, the charges sought to be imposed by the Transmission Providers
under this Service Schedule and/or under their individual tariffs or other
agreements shall be paid by the Transmission Customer and held in escrow by
the Contractor and shall be paid, with any interest earned thereon, to the
appropriate parties upon final resolution of the dispute. The Regional
Transmission Committee shall deal with all such disputes on an expedited
basis.
2.6 In addition to the primary purpose of this Service Schedule set
forth above, the Members hereby agree that the rate schedules appended
hereto also shall be used to compensate Members for third party use of
their systems in connection with sales or purchases by Members to or from
non-members that otherwise meet the requirements of a Coordination
Transaction. Such transactions must be scheduled and arranged by the
transacting parties under the individual tariffs of the Members.

Nature of Firm Transmission Service
3.1 Term
(a) The minimum term of Firm Capacity Transmission Service
reservations shall be seven consecutive days, which hereafter may be
referred to as "weekly". The maximum term for Firm Capacity Transmission
Service reservations shall be two years.
(b) The minimum term for Firm Energy Transmission Service
shall be one hour and the maximum term shall be 120 days, or as otherwise
required for extended maintenance or extended accreditation authorized by
the Regional Reliability Committee.
3.2 Service Priority - An Application for Firm Transmission Service
will have priority over Non-firm Transmission Service under this Service
Schedule. Firm Transmission Service will always have priority over Non-
firm Transmission Service under this Service Schedule, including previously
scheduled Non-firm Transmission Service. Firm Capacity Transmission
Service shall have priority over Firm Energy Transmission Service,
including previously scheduled Firm Energy Transmission Service. Firm
Transmission Service under this Service Schedule shall be available on a
first-come, first-served basis (i.e., in the chronological sequence in
which each Transmission Customer has requested service) from capacity in
excess of that needed for reliable service to Native Load Customers,
Network Customers and other transmission customers taking firm transmission
service for longer than two years and previously scheduled Firm Capacity
Transmission Service under this Service Schedule or tariffs and contracts
of the Transmission Providers.
3.3 Curtailment of Service - The Transmission Providers shall
provide Firm Transmission Service with the curtailment priority set forth
in the ▇▇▇▇ Line Loading Relief Procedures as they may be amended from time
to time by the Regional Transmission Committee. To the extent practical
under the circumstances, Firm Energy Transmission Service shall be
curtailed before Firm Capacity Transmission Service and Firm Transmission
Service shall be curtailed prior to firm transmission service provided by
the Transmission Provider for a term in excess of two years. When the
Contractor or the Transmission Provider determines that an electrical
emergency exists and implements emergency procedures to curtail Firm
Transmission Service, the Transmission Customer shall make the required
reductions upon request of the Contractor. The Contractor has the right to
direct the interruption of service whenever an emergency exists or ▇▇▇▇
Line Loading Relief Procedures are required.
3.4 Classification of Firm Transmission Services -
(a) Firm Transmission Service under this Service Schedule
shall be Member system to Member system transmission service. Firm
Transmission Service shall include: (i) Firm Capacity Transmission Service
on a weekly, monthly, seasonal or one-year basis under Rate Schedule FCTS;
and (ii) Firm Energy Transmission Service on an hourly basis up to 120 days
under Rate Schedule FETS. Firm Energy Transmission Service is available
only for Emergency Energy Interchange Service and Scheduled Outage Energy
Interchange Service under the Generation Reserve-Sharing Pool in the
Restated Agreement and the comparable needs of Members that are not
participants in the Pool.
(b) A Transmission Customer may purchase transmission service
to make purchases of power from multiple generating units that are on the
Receiving Member's Transmission System. The Transmission Customer will be
required to provide to the Contractor the information identified in Section
9.2 of this Service Schedule.
(c) The Transmission Providers shall provide firm deliveries
of power from a point or points at which power and/or energy for a
Coordination Transaction is made available by the Seller to the Receiving
Member to a point or points at which power and/or energy for a Coordination
Transaction are made available to the Buyer by the Delivering Member. Each
Receiving Member at which firm transmission capacity is reserved by the
Transmission Customer shall be set forth in the Completed Application along
with a corresponding capacity reservation. The reservation and schedules
shall be in whole megawatts measured on a sixty minute, clock hour
interval. Each Delivering Member at which firm transmission capacity is
reserved by the Transmission Customer shall be set forth in the Completed
Application along with a corresponding capacity reservation. The
Transmission Customer will be billed for its transmission service as set
forth in Appendix A. The Transmission Customer may not exceed its firm
capacity reservation.
(d) Schedules for the Transmission Customer's Firm
Transmission Service must be submitted to the Contractor in accordance with
procedures established by the Regional Transmission Committee. Initially,
those procedures shall be: Schedules for the Transmission Customer's Firm
Capacity Transmission Service must be submitted to the Contractor no later
than 3:00 p.m. of the day prior to the day service is to commence.
Hour-to-schedules of any power and energy that is to be delivered must be
stated in increments of whole megawatts per hour. Scheduling changes will
be permitted up to 20 minutes before the start of the next clock hour or
such other time as established by the Regional Transmission Committee. The
Transmission Customer will furnish to schedulers at the Contractor and on
the system of the Delivering Member hour-to-hour schedules equal to those
furnished by the Receiving Member and shall deliver power and energy to the
Delivering Member in an amount provided by such schedules. Should the
Transmission Customer, Delivering Member or Receiving Member revise or
terminate any schedule pursuant to its contract authority to do so, such
party shall immediately notify the Contractor, and the Transmission
Providers shall have the right to adjust accordingly the schedule for
capacity and energy to be received and to be delivered.

4. Nature of Non-firm Transmission Service
4.1 Term - Non-firm Transmission Service will be available for
periods ranging from hourly to six consecutive months.
4.2 Service Priority - Non-firm Transmission Service shall be
available on a first-come, first-served basis (i.e., in the chronological
sequence in which each Transmission Customer has reserved service) from
capacity in excess of that needed for reliable service to Native Load
Customers, Network Customers and other transmission customers taking Firm
service for more than two years and previously reserved or scheduled Firm
and Non-firm Transmission Service under this Service Schedule or tariffs
and contracts of the Transmission Providers.
4.3 Classifications of Non-firm Transmission Service
(a) Non-firm transmission service shall be Member system to
Member system transmission service. Parties requesting non-firm service
for the transmission of firm power do so at their own risk with the full
realization that such service is subject to interruption under the terms of
this Service Schedule. Non-firm Transmission Service shall include:
(i) Hourly Non-firm Transmission Service - Transmission of
energy on an hourly basis under Rate Schedule HNF; and
(ii) Reserved Non-firm Transmission Service - Transmission of
reserved non-firm capacity and energy on a seasonal,
monthly, weekly or daily basis subject to Section 9.3 and
not to exceed six consecutive months in duration for any
one Application for non-firm service under Rate Schedule
RNF.
(b) The Transmission Providers shall provide non-firm
deliveries of energy from the Receiving Member to the Delivering Member.
Each Receiving Member at which non-firm transmission capacity is reserved
by the Transmission Customer shall be set forth in the Completed
Application along with a corresponding capacity reservation. The
reservation shall be in whole megawatts measured on a sixty minute, clock
hour interval. Each Delivering Member at which non-firm transmission
capacity is reserved by the Transmission Customer shall be set forth in the
Completed Application along with a corresponding capacity reservation. The
Transmission Customer will be billed for its transmission service as set
forth in Appendix A. The Transmission Customer may not exceed its non-firm
capacity reservation.
4.4 Scheduling of Non-firm Transmission - Schedules for the
Transmission Customer's Hourly Non-firm Transmission Service and Reserved
Non-firm Transmission Service must be submitted to the Contractor in
accordance with procedures established by the Regional Transmission
Committee. Initially, those procedures shall be: Schedules for the
Transmission Customer's Reserved Non-firm Transmission Service must be
submitted to the Contractor no later than 3:00 p.m. of the day prior to the
day service is to commence. New schedules and schedule changes submitted
after 3:00 p.m. will be accommodated, if practicable, in light of all other
schedules in place. Schedules for Hourly Non-firm Transmission Service
shall be submitted no earlier than 3:00 p.m. of the day prior to the
commencement of service. New Hourly Non-firm Transmission Service and
scheduling changes shall be submitted prior to the commencement of such
service. Schedules submitted for service to commence during the current
clock hour or for any application requiring a portion of a clock hour will
have transmission service charges applied for the full associated clock
hour. The Transmission Customer will furnish to schedulers at the
Contractor and on the system of the Delivering Member hour-to-hour
schedules equal to those furnished by the Receiving Member and shall
deliver power and energy to the Delivering Member in an amount provided by
such schedules. Hour-to-hour schedules of energy that is to be delivered
must be stated in increments of whole megawatts per hour. Should the
Transmission Customer, Delivering Member or Receiving Member revise or
terminate any schedule, such party shall immediately notify the Contractor.
4.5 Curtailment of Service - The Contractor has the right to direct
interruption, in whole or in part, of Transmission Service provided under
this Service Schedule when, in the Contractor's sole discretion, an
emergency or other unforeseen condition impairs or degrades the reliability
of the Transmission System. In such situations, all Non-firm Transmission
Service contributing to the situation requiring relief will be curtailed
before Firm Transmission Service is curtailed. Firm Energy Transmission
Service will be curtailed before Firm Capacity Transmission Service where
practicable and Hourly Non-firm Transmission Service will be curtailed
before Reserved Non-firm Transmission Service where practicable.
Curtailments will be made in accordance with the ▇▇▇▇ Line Loading Relief
Procedures. The Contractor, by posting on its electronic information
network, will provide advance notice of curtailments where such notice can
be provided consistent with Good Utility Practice.

5. Service Availability
5.1 General Conditions - Subject to the terms and conditions of
this Service Schedule, Transmission Providers will provide Firm and Non-
firm Transmission Service over the Transmission System for any Member that
has met the requirements of Section 8.0 of this Service Schedule. Nothing
in this Service Schedule relieves or otherwise modifies the obligation of a
Transmission Customer or the Transmission Provider to perform its
obligations under previously negotiated contractual commitments and
agreements. In addition, the Transmission Providers undertake no
obligation to plan the Transmission System to have sufficient capacity for
Firm and Non-firm Transmission Service under this Service Schedule.
5.2 Determination of Capacity Availability - The Contractor will
respond to a Firm Transmission Service Request on behalf of the
Transmission Providers in accordance with procedures of Section 9.0 of this
Service Schedule.
5.3 Policy on Facility Additions or Redispatch of Generation -
Nothing contained in this Service Schedule or in the procedures established
by the Regional Transmission Committee shall be interpreted to require a
Member to install or upgrade transmission facilities in order to enable
transmission service under this Service Schedule. Redispatch of generation
may be offered in association with the provisions of ▇▇▇▇'▇ Line Loading
Relief Procedures. Available transmission capacity for transmission
service under this Service Schedule shall be determined on an integrated
system basis considering the combined capability of the Transmission
System.

6. Electronic Information Network
An electronic information network ("EIN") will provide 24-hour access
to data as directed by the Regional Transmission Committee and will
initially provide the Member to Member availability of capacity over the
Transmission System, rates to be charged for service, and all currently
approved Completed Applications. Members may submit their Application for
Transmission Service over the EIN. The information that the Contractor and
the Members post on the EIN will be available in accordance with FERC
policy.

7. Standards of Nondiscrimination
In performing its obligations under this Service Schedule, the
Contractor shall apply this Service Schedule's provisions in a
nondiscriminatory manner to all Members.

8. Conditions Required of Transmission Customers
Transmission Service shall be provided by the Transmission Providers
under this Service Schedule only if the following conditions are satisfied:
(a) The Transmission Service is consistent with the Completed
Application submitted by a Member;
(b) The Transmission Customer meets the creditworthiness
criteria set forth in Section 17 of this Service Schedule;
(c) The Transmission Customer will have final arrangements in
place for any other transmission service necessary to effect the delivery
from the generating source to the ultimate load prior to the time service
under this Service Schedule commences; and
(d) The Contractor has approved the service requested under a
Completed Application.

9. Procedures for Arranging Firm Service
9.1 Application - Members seeking Firm Transmission Services under
this Service Schedule must submit a Completed Application to the Contractor
by (i) entering the information listed below directly on the Contractor's
EIN, (ii) transmitting the required information to the Contractor by
telefax, or (iii) providing the information by telephone over the
Contractor's time recorded telephone line. Each of these methods will
provide a time-stamped record for establishing the priority of the
Application.
9.2 Completed Application - A Completed Application shall provide
all of the following information and such additional information as may be
required by the Regional Transmission Committee:
(a) The identity of the Member requesting service;

(b) The identities of the Receiving Member and the Delivering
Member;

(c) The electrical location of the generating facility(ies)
supplying the capacity and energy and the location of the
load ultimately served by the capacity and energy
transmitted, or to the extent known, the generation
displaced by the transaction;

(d) A description of the supply characteristics of the
capacity and energy to be delivered;

(e) An estimate of the capacity and energy expected to be
delivered to the Receiving Member;

(f) The service commencement date and hour and the service
termination date and hour of the requested Transmission
Service; and

(g) The transmission capacity requirement (1,000 kilowatt
minimum) stated in increments of whole megawatts per
hour.

9.3 Reservation of Firm Transmission Services
(a) Requests to reserve Firm Capacity Transmission Service
shall be submitted in accordance with the following schedule, or such other
times established by the Regional Transmission Committee. Requests to
reserve service for any term of six consecutive months up to two years
shall be submitted no later than 30 days and no earlier than one year
before service is to commence; requests to reserve service for more than
one month and up to six consecutive months shall be submitted no later than
14 days and no earlier than 120 days before service is to commence;
requests to reserve service for one week and up to one month shall be
submitted no later than 7 days and no earlier than 60 days before service
is to commence.
(b) The 30 day minimum for reservation of service for a
period of six months to two years shall not apply when a Member must
purchase firm transmission service for Reserve Capacity Deficiency Service.
(c) Firm Energy Transmission Service may be taken and
scheduled for a term of one hour up to 120 days, or as otherwise required
for extended maintenance or extended accreditation authorized by the
Regional Reliability Committee. Requests for Firm Energy Transmission
Service for emergencies shall be submitted as soon as possible under the
circumstances. Requests for Firm Energy Transmission Service for scheduled
outages shall be submitted in accordance with the requirements for Reserved
Non-firm Transmission Service in Section 10.3.
9.4 Notice of Deficient Application - If an Application fails to
meet the requirements of this Service Schedule, the Contractor shall notify
the Member requesting service of the reasons for such failure within
twenty-four hours of receipt of the Application. The Contractor will
attempt to remedy minor deficiencies in the Application through informal
communications with the Transmission Customer. If such efforts are
unsuccessful, the Contractor shall return the Application. Upon receipt of
a new or revised Application that fully complies with the requirements of
this Service Schedule, the Transmission Customer shall be assigned a new
priority consistent with the date of the new or revised Application.
9.5 Response to Completed Applications
(a) Following receipt of a Completed Application for Firm
Capacity Transmission Service, the Contractor shall make a determination of
capacity availability as required in Section 11 of this Service Schedule.
The Contractor should consult with the Transmission Provider(s) likely to
be impacted as necessary, but shall make an independent determination of
capacity availability. The Contractor shall notify the Transmission
Customer as soon as practicable after the date of receipt of a Completed
Application, but not later than one business day for a weekly reservation
request, not later than two business days for a monthly reservation
request, and not later than one week for a reservation request of greater
than a month, either (i) if service can be provided under this Service
Schedule without performing a System Impact Study or (ii) if such a study
is needed to evaluate the impact of the Application.
(b) The Contractor shall respond to requests for Firm Energy
Transmission Service for emergencies within the same timeframe as it
responds to requests for Hourly Non-Firm Transmission Service and to
requests for Firm Energy Transmission Service for scheduled outages within
the same timeframe in which the Contractor responds to requests for
Reserved Non-Firm Transmission Service.
9.6 Completed Application Approvals - Whenever the Contractor
determines that a System Impact Study is not required and that the service
can be provided, it shall approve the Completed Application within the time
frames specified in Section 9.5 above. Where a System Impact Study is
required, the provisions of Section 11 of this Service Schedule will govern
the tendering and execution of a Study Agreement between the Contractor and
a Transmission Customer.

10. Procedures for Arranging Non-firm Transmission Service
10.1a. Application - Members seeking non-firm service under this
Service Schedule must submit a Completed Application to the Contractor.
Applications may be submitted by (i) entering the information listed below
directly on the Contractor's EIN, (ii) transmitting the required
information to the Contractor by telefax, or (iii) providing the
information by telephone over the Contractor's time recorded telephone
line. Each of these methods will provide a time-stamped record for
establishing the service priority of the Application.
10.2 Completed Application - A Completed Application shall provide
all of the following information and such additional information as may be
required by the Regional Transmission Committee or the Contractor:
(a) The identity, address and telephone number of the Member
requesting service;

(b) The identities of the Receiving Member and Delivering
Member;

(d) The proposed dates and hours for initiating and
terminating transmission service hereunder.

In addition to the information specified above, when required to properly
evaluate system conditions, the Contractor has the right to require the
Transmission Customer to provide the following:
(e) The electrical location of the initial source of the
power to be transmitted pursuant to the Transmission
Customer's request for service and to the extent known,
the generation displaced by the transaction; and

(f) The electrical location of the ultimate load.
10.3 Reservation of Non-firm Transmission Service
(a) Requests for Reserved Non-firm Transmission Service shall
be submitted to the Contractor no later than 3:00 p.m. of the day prior to
the day service is to commence, and no earlier than the times specified
below, or such other deadlines as are established by the Regional
Transmission Committee. Requests to reserve service for more than one
month and up to six consecutive months shall be submitted no earlier than
120 days before service is to commence; requests to reserve service for
more than one week and up to one month shall be submitted no earlier than
60 days before service is to commence; requests to reserve service for more
than one day and up to one week shall be submitted no earlier than 30 days
before service is to commence; and requests to reserve daily service shall
be submitted no earlier than 3 days before service is to commence.
(b) Hourly Non-firm Service may not be reserved in advance
except by scheduling a transaction no earlier than 3:00 p.m. of the day
prior to the day service is to commence. Requests for Hourly Non-firm
Service over transmission facilities that are not constrained shall be
deemed approved unless the Contractor notifies the Transmission Requester
within 30 minutes that the transaction is denied. Requests for Hourly
Non-firm Service over transmission facilities that the Contractor has
identified on the ▇▇▇▇ electronic information network as constrained
facilities shall require approval from the Contractor before scheduling
commences.
10.4 Determination of Capacity Availability - Following receipt of a
Completed Application the Contractor will make a determination on a
nondiscriminatory basis of capacity availability. The Contractor should
consult with the Transmission Provider(s) likely to be impacted as
necessary, but shall make an independent determination of capacity
availability. Such determination shall be made as soon as reasonably
practicable after receipt, but not later than the following time periods
for the following terms of service, or such other deadlines as are
established by the Regional Transmission Committee: (i) thirty minutes for
Hourly Non-firm Transmission Service; (ii) one hour for daily Reserved
Non-firm Transmission Service; (iii) four hours for weekly Reserved
Non-firm Transmission Service; (iv) two business days for monthly Reserved
Non-firm Transmission Service; and (v) one week for Reserved Non-firm
Transmission Service for more than one month.
10.5 Transmission Customer Responsibility for Third-Party
Arrangements - Any arrangements that may be required with electric systems
not subject to this Service Schedule shall be the responsibility of the
Transmission Customer.

11. Determination of Capacity Availability and Responsibility for Costs
Incurred in Providing System Impact Studies
11.1 Notice of Need for System Impact Study - After receiving a
request for service, the Contractor shall determine on a nondiscriminatory
basis whether a System Impact Study is needed. If the Contractor
determines that the Transmission System may be inadequate to accommodate a
request for service, it shall so inform the Applicant, within the time
periods specified in Section 8.5 following receipt of a Completed
Application. In such cases, the Contractor shall tender an agreement (the
"Study Agreement") pursuant to which the Transmission Customer shall agree
to reimburse the Contractor for performing the required System Impact
Study.
11.2 Study Agreement and Cost Reimbursement
(a) The Study Agreement will clearly specify an estimated
charge, based on the Contractor's estimate of the actual cost, and time for
completion of the System Impact Study. The charge shall be based on the
actual cost of the study. The study shall identify any system constraints.
A description of the methodology that will be used by the Contractor in
assessing capacity available to provide service is contained in the FERC
Form 715 filing for ▇▇▇▇, Annual Transmission Planning and Evaluation
Report. The criteria specified in Form 715 are provided to apprise the
Transmission Customer of the criteria the Contractor intends to apply, but
shall not be deemed to bind the Regional Transmission Committee in
reviewing any dispute over the availability of capacity to provide Firm
Transmission Services.
(b) In performing the System Impact Study, the Contractor
shall rely, to the extent reasonably practicable, on existing transmission
planning studies. The Transmission Customer will not be assessed a charge
for such existing studies. The Transmission Customer will, however, be
responsible for charges associated with any modifications to existing
planning studies that are reasonably necessary in evaluating the impact of
the Transmission Customer's request for service on the Transmission System.
(c) In cases where a single System Impact Study is sufficient
for the Contractor to assess capacity availability, in response to multiple
Members requesting service in relation to the same competitive
solicitation, the costs of that study shall be prorated among the
requesting Members.
(d) For a service request to remain valid, the Transmission
Customer shall execute the Study Agreement and return it to the Contractor
within thirty (30) days. If the Transmission Customer elects not to
execute the Study Agreement, its Application shall be deemed withdrawn.
11.3 Performance of System Impact Study - Upon receipt of an
executed Study Agreement, the Contractor will use due diligence to complete
the required System Impact Study within a sixty (60) day period. The
Contractor should consult with the Transmission Provider(s) likely to be
impacted as necessary, but shall make an independent determination of
capacity availability. In the event that the Contractor is unable to
complete the required studies within such time period, it shall so notify
the Transmission Customer and provide an estimated completion date along
with an explanation of the reasons why additional time is required to
complete the required studies. A copy of the completed study and related
work papers shall be made available to the Transmission Customer. The
Contractor will use the same due diligence in completing the studies for a
Transmission Customer as it uses when completing studies for Transmission
Providers.
11.4 Partial Interim Service - If the Contractor determines that
adequate transmission capacity does not exist to satisfy the full amount of
a Completed Application for Firm Transmission Service, the Transmission
Providers nonetheless shall be obligated to offer and provide the portion
of the requested Firm Transmission Services that can be accommodated
utilizing the existing system. However, the Transmission Providers shall
not be obligated to provide the incremental amount of requested Firm
Transmission Services that requires the addition of facilities or upgrades
to the Transmission System.

12. Sale or Assignment of Transmission Service
12.1 Procedures for Assignment or Transfer of Service - A
Transmission Customer may sell, assign, or transfer all or a portion of its
rights under this Service Schedule for Firm Capacity Transmission Service
whose duration is six months or longer under this Service Schedule, but
only to another Member (the "Assignee"), provided that there is no change
in the Receiving Member or the Delivering Member and no increase in the
amount of service reserved as Reserved Non-firm Transmission Service or
Firm Service. Any sale, assignment or transfer shall not result in the
Transmission Customer receiving compensation that exceeds its cost under
this Service Schedule.
12.2 Information on Assignment or Transfer of Service - In
accordance with Section 5.0, Transmission Customers or Assignees must use
the Contractor's EIN to post capacity availability.

13. Compensation for Transmission Service
13.1 Compensation for Use of Transmission Facilities
(a) Transmission Providers shall be compensated for use of
their respective portion of the Transmission System for Coordination
Transactions in accordance with the rate schedules appended to this Service
Schedule and subject to Section 13.4 below: Firm Energy Transmission
Service (Rate Schedule FETS), Firm Capacity Transmission Service (Rate
Schedule FCTS), Reserved Non-Firm Service (Rate Schedule RNF), and Hourly
Non-Firm Service (Rate Schedule HNF). Transmission Customers shall pay for
Transmission Services obtained under this Service Schedule pursuant to
these rate schedules.
(b) In addition, a Member that sells or purchases power and
energy to or from a non-Member in a transaction that would otherwise
qualify as a Coordination Transaction shall compensate the Transmission
Providers who are not providing service under their transmission tariffs
for the transaction, using the rate schedules appended hereto. Such
transactions must be arranged under Member tariffs with third party impact
compensation under this Service Schedule.
(c) The Contractor will itemize the Member's payment
obligations and credits.
13.2 Capacity and Energy Losses - The Transmission Customer shall be
responsible to compensate other Members for capacity and energy losses in
accordance with the ▇▇▇▇ Loss Repayment Procedure.
13.3 Other Charges - Costs incurred by the Contractor for
administering Transmission Service under this Service Schedule shall be
compensated by the Scheduling Charges and Administrative Charges included
in the rate schedules appended to this Service Schedule.
13.4 Waivers or Exclusions of Payments
(a) Receiving Members' Systems - No charge shall be imposed
under the rate schedules appended hereto for the use of the Receiving
Member's transmission system by any Transmission Customer, including the
Receiving Member, where (i) the Seller has a transmission arrangement with
the Receiving Member, such as a generator outlet arrangement or long term
flexible point-to-point transmission service agreement, that allows use of
the Receiving Member's system for the Coordination Transaction or (ii) the
source of the power and energy for the Coordination Transaction, if other
than the Seller, has such a transmission arrangement with the Receiving
Member; provided however, that where any such transmission arrangement
covers only a portion of the Receiving Member's transmission system, the
waiver of charges shall apply only to such portion. Where the criteria in
(i) or (ii) are not met and the service is within the scope of this Service
Schedule, this Service Schedule shall impose a charge for use of the
Receiving Member's system, including use by the Receiving Member of its own
system for Coordination Transactions. Where this Service Schedule is
applicable, the Receiving Member shall charge itself hereunder rather than
under its individual tariff.
(b) Delivering Members' Systems - No charge shall be imposed
hereunder for use of the Delivering Member's system by any Transmission
Customer, including the Delivering Member, where (i) the Delivering Member
is the Buyer and the power and energy is delivered to the Delivering
Members' load on its system, (ii) the Buyer is a Network Customer of the
Delivering Member and the power and energy is delivered to the Buyer's load
covered by such service, (iii) the Buyer otherwise has a transmission
arrangement with the Delivering Member that covers the delivery of the
power and energy associated with the Coordination Transaction or (iv) the
entity to which the Buyer is making delivery at the Delivery Points has
such a transmission arrangement with the Delivering Member; provided
however, where any such transmission arrangement covers only a portion of
the Delivering Member's system, the waiver of charges shall apply only to
such portion. Where none of the criteria in (i), (ii), (iii) or (iv)
applies and the service is within the scope of this Service Schedule, this
Service Schedule shall impose a charge for use of the Delivering Member's
system for delivery of the Coordination Transaction.
(c) Intervening Members' Systems - A Member shall waive
payment of charges to it hereunder by the Buyer on a nondiscriminatory
basis where the Member is not the Delivering or Receiving Member and the
Buyer or Seller has a transmission arrangement with the Member, such as a
shared system, joint use agreement or other transmission agreement, under
which the Buyer or Seller has the right to use the Member's system for the
Coordination Transaction. Such a waiver may apply to all or only a portion
of the Member's system and, where appropriate, such waivers may be
reciprocal.
(d) Disclosure - All waivers of charges under (a), (b) and
(c) above must be on file with the Regional Transmission Committee and
disclosed to all Members. All disputes concerning waivers, including but
not limited to, disputes over whether a waiver is or is not required, or is
or is not nondiscriminatory, and the scope of any waiver, shall be
reported, in writing, to the Regional Transmission Committee, or the
appropriate subcommittee of the Regional Transmission Committee, for
review, and shall be subject to dispute resolution under Article 11 of the
Restated Agreement. During the pendency of any such dispute, all disputed
charges claimed to be due under this Service Schedule or a Transmission
Provider's tariff shall be paid to the Contractor and held in escrow
pending resolution of the dispute. Upon final resolution of the dispute,
the funds in escrow, together with any interest earned thereon, shall be
paid to the parties to which they are due.

14. Billing and Payment
14.1 Billing Procedure - Within a reasonable time after the first
day of each month, the Contractor shall submit an invoice to the
Transmission Customer for the charges for all transmission services
furnished under this Service Schedule during the preceding month. Charges
for the month will be netted against revenue for each Member for all
transactions which occurred. Payments shall be made in accordance to
procedures approved from time to time by the Regional Transmission
Committee and pursuant to the Restated Agreement.
14.2 Interest on Unpaid Balances - Interest on any unpaid amount
shall be calculated in accordance with the methodology specified for
interest on refunds in FERC's regulations at 18 CFR Section
35.19a(a)(2)(iii). Interest on delinquent amounts shall be calculated from
the due date of the ▇▇▇▇ to the date of payment. When payments are made by
mail, bills shall be considered as having been paid on the date of receipt
by the Contractor.
14.3 Customer Default - In the event the Transmission Customer
fails, for any reason other than a billing dispute as described below, to
make payment to the Contractor on or before the due date as described
above, and such failure of payment is not corrected within thirty (30)
calendar days after the Contractor notifies the Transmission Customer to
cure such failure, a default by the Transmission Customer shall be deemed
to exist. Upon the occurrence of a default, (i) the Regional Transmission
Committee or its designee may initiate a proceeding to terminate service
and (ii) a late payment charge in the amount of 2% per month of the
defaulted payment shall be required. In the event of a billing dispute
between the Transmission Providers and the Transmission Customer, the
Transmission Providers will continue to provide service under the Service
Agreement as long as the Transmission Customer (i) continues to make all
payments not in dispute, and (ii) pays into an independent escrow account
the portion of the invoice in dispute, pending resolution of such dispute.
If the Transmission Customer fails to meet these two requirements for
continuation of service, the Regional Transmission Committee will provide
notice to the Transmission Customer of its intention to suspend service, in
accordance with Regional Transmission Committee policy.

15. Regulatory Filings
Nothing contained in this Service Schedule or any Service Agreement
shall be construed as affecting in any way the right of ▇▇▇▇ to change any
of the rates, rate methodologies, charges, classification or term or
conditions of service, or any rule, regulation or Service Agreement related
to service hereunder, and to file any such change, under Section 205 of the
FPA and pursuant to FERC's rules and regulations promulgated thereunder on
behalf of the Transmission Providers.

16. Liability and Indemnification
16.1 Liability - Neither the Transmission Customer nor the
Transmission Provider shall be liable to the other for damages for any act,
omission, or circumstance occasioned by or in consequence of any act of
God, labor disturbance, act of the public enemy, war, insurrection, riot,
fire, storm or flood, explosion, breakage or accident to machinery or
equipment, or by any other cause or causes beyond such Party's control,
including any curtailment, order, regulation or restriction imposed by
governmental, military or lawfully established civilian authorities, or by
the making of necessary repairs upon the property or equipment of either
Party hereto.
16.2 Release - For and in consideration of the provision by the
Contractor of the services specified herein, each Transmission Provider and
each Transmission Customer (hereinafter referred to as a "Releasing
Entity"), to the maximum extent permitted by law, releases and discharges,
and shall indemnify and hold harmless, the Contractor from any and all
liability for any and all damage or other claim each Releasing Entity may
have, or that may be asserted on behalf or in the name of the Releasing
Entity, to the extent any such claim arises out of or relates to the
administration of this Service Schedule, or otherwise relates to
transmission service provided or sought under such Service Schedule,
including but not limited to (i) unintentional, consequential, direct,
compensatory, punitive, special, indirect, or incidental damages, (ii)
damages arising from loss of or damage to property and loss of life or
personal injury, or (iii) any claims arising from any loss of interchange
or coordination sales or revenues, loss of profits, costs or substitute
power or transmission service, costs or additional operating expenses, or
suits by third parties; provided, however, that the Contractor shall not be
released, discharged, indemnified or held harmless with respect to any
liability for damages or other claims arising from any action by the
Contractor that is unlawful, undertaken in bad faith, grossly negligent or
the product of wilful misconduct. If MAPPCOR is replaced as Contractor,
the agreement between ▇▇▇▇ and the new Contractor shall deal with any
limitations on the Contractor's liability.
16.3 Damages - Except in the event of bad faith or intentional
breach of its obligations hereunder, a Transmission Provider shall not be
liable to a Transmission Customer, and a Transmission Customer shall not be
liable to a Transmission Provider, for any claim for any consequential,
incidental or indirect damages arising out of service provided under this
Service Schedule.

17. Creditworthiness
For the purpose of determining the ability of the Transmission
Customer to meet its obligations related to service hereunder, the
Contractor may require reasonable credit review procedures. This review
shall be made in accordance with standard commercial practices. Where the
Contractor determines a basis exists to question a Member's
creditworthiness consistent with good commercial practice, the Contractor
may require the Transmission Customer to provide and maintain in effect an
unconditional and irrevocable letter of credit or a deposit as security to
meet its responsibilities and obligations under this Service Schedule, or
an alternative form of security proposed by the Transmission Customer and
acceptable to the Contractor and consistent with commercial practices
established by the Uniform Commercial Code that protects the Contractor and
the Transmission Providers against the risk of non-payment.

18. Dispute Resolution Procedures
Any dispute between a Transmission Customer and the Transmission
Provider involving Transmission Service under this Service Schedule shall
be resolved pursuant to the dispute resolution procedures set forth in
Article 11 of the Restated Agreement.

19. Appointment of Representative
Each Member hereby appoints the Contractor as its representative for
purposes of administering this Service Schedule on an impartial,
nondiscriminatory basis.

20. Effectiveness
This Service Schedule shall apply to all Coordination Transactions
entered into on or after the Effective Date.

Coordination Transmission Service Schedule
Appendix A
RATE SCHEDULE FCTS
Firm Capacity Transmission Service - The Transmission Customer shall
compensate the Transmission Providers each month for Reserved Capacity at
the sum of the applicable charges set forth below:

1. Transmission Service Charge:
The maximum amount of capacity (MW) reserved for Firm Capacity
Transmission Services shall be charged as follows:
Monthly Firm Demand Charge = Rate * EOC * 0.6
Weekly Firm Demand Charge = 12/52 * Rate * EOC * 0.6

where the Rate and EOC are determined by the MW-Mile methodology set forth
in Appendix C. The Firm Demand Charge is to be posted on the ▇▇▇▇
electronic information network in advance of each season. Such posting
shall provide the Firm Demand Charge from each Member's transmission system
to each of the other Members' transmission systems.

2. Administrative Charge:
Up to $0.10 per MWh for energy scheduled shall be charged to cover
▇▇▇▇ Center expenses related to Coordination Transmission. ▇▇▇▇
Center shall record expenses at the close of each calendar month and
shall charge for transmission service on the basis of expenses
incurred during the month that service was rendered. Reconciliations
of either credits or debits shall be applied to the month that service
was provided.

3. Loss Compensation:
Third party Member's energy losses shall be paid in accordance with
the ▇▇▇▇ Loss Repayment Procedure. Responsibility for the associated
generation capacity required to supply energy losses shall be in
accordance with the ▇▇▇▇ Loss Repayment Procedure.

4. Scheduling Services:
For each Firm Capacity Transmission Service Transaction, the
Transmission Customer shall pay the Contractor a charge for Scheduling
Services as follows:
Weekly Firm: $100 per approved Completed Application

Monthly, seasonal or longer Firm: $200 per approved Completed
Application

Schedule changes: $25 per schedule change for schedules submitted
after 3:00 p.m. of the day prior to the day the change is to be
effective.

RATE SCHEDULE FETS

Firm Energy Transmission Services - The Transmission Customer shall
compensate the Transmission Providers each month for transmission service
at the sum of the applicable charges set forth below:

1. Transmission Service Charge:
Each megawatthour (MWh) of energy scheduled and taken under FETS shall
be charged as follows:

Firm Energy = Monthly Firm Demand Charge/730 hours per month

where the Monthly Firm Demand Charge is taken from Rate Schedule FCTS.
In the event the amount of Firm Energy Transmission Service is reduced
by the Contractor, the transmission service charge shall be zero for
each megawatt so reduced. The Firm Energy Charge shall be posted on
the ▇▇▇▇ EIN in advance of each season. Such posting shall provide
the Firm Energy Charge from each Member's transmission system to each
of the other Members' transmission systems.

4. Scheduling Services:
For each Firm Energy Transmission Service transaction, the
Transmission Customer shall pay the Contractor a charge for Scheduling
Services as follows:
New Schedules: $50 per approved Completed Application

Schedule Changes: $25 per schedule change for schedules submitted
after 3:00 p.m. of the day prior to the day the change is to be
effective.

RATE SCHEDULE RNF
Reserved Non-firm Transmission Service - The Transmission Customer shall
compensate the Transmission Providers for reserved non-firm service at the
sum of the applicable charges set forth below:
1. Reservation Charge:
The MW of capacity reserved for the reservation period shall be the MW
of capacity reserved during the hour of maximum demand over the reservation
period. The following charge shall apply to the reserved capacity:
Monthly Reservation Charge = 0.35 * FIRM charge
= 0.35 * Rate * EOC * 0.6
Weekly Reservation Charge = Monthly Reservation Charge *
12 Months/52 Weeks
= Monthly Reservation Charge * 0.231
Daily Reservation Charge = Weekly Reservation Charge/6 Days
= Weekly Reservation Charge * 0.167

where the Rate and EOC are derived by the MW Mile methodology set forth in
Appendix C to Schedule F - Transmission Service for Coordination
Transactions.

2. Energy Charge:
For each MWh of energy scheduled the HNF energy charge rate shall
apply.

3. Administrative Charge:
Up to $0.10 per MWh for energy scheduled shall be charged to cover
▇▇▇▇ Center expenses related to Coordination Transactions. ▇▇▇▇ Center
shall record expenses at the close of each calendar month and shall charge
for transmission service on the basis of expenses incurred during the month
that service was rendered. Reconciliations of either credits or debits
shall be applied to the month that service was provided.

4. Loss Compensation:
Energy losses shall be paid back in accordance with the ▇▇▇▇ Loss
Repayment Procedure. Responsibility for the associated generation capacity
required to supply energy losses shall be in accordance with the ▇▇▇▇ Loss
Repayment Procedure.

5. Scheduling Services:
For each Reserved Non-firm Transmission Service transaction, the
Transmission Customer shall pay the Contractor a charge for Scheduling
Services as follows:
New schedules: $100 per approved Completed Application

Schedule changes: $25 per schedule change for schedules submitted
after 3:00 p.m. of the day prior to the day the change is to be
effective.

RATE SCHEDULE HNF
Hourly Non-firm Transmission Service - The Transmission Customer shall
compensate the Transmission Providers for Hourly Non-firm Transmission
Service at the sum of the applicable charges set forth below:
1. Transmission Service Charge:
For each MWh of energy scheduled the following charge shall apply:
Hourly On-Peak Non-Firm Energy Charge =
(0.5 * Rate)/730 hours per month
Hourly Off-Peak Non-Firm Energy Charge =
(0.25 * Rate)/730 hours per month

where the Rate is determined by the MW-Mile methodology set forth in
Appendix C. In the event the amount of Hourly Non-firm Transmission
Service is reduced by the Contractor, the transmission service charge shall
be zero for each megawatt reduced. Specific Non-firm Energy Charges shall
be posted on the ▇▇▇▇ EIN in advance of each season. Such posting shall
provide the Non-firm Energy Charge from each Member's transmission system
to each of the other Members' transmission systems.

2. Administrative Charge:
Up to $0.10 per MWh for energy scheduled shall be charged to cover
▇▇▇▇ Center expenses related to Coordination Transmission. ▇▇▇▇ Center
shall record expenses at the close of each calendar month and shall charge
for transmission service on the basis of expenses incurred during the month
that service was rendered. Reconciliations of either credits or debits
shall be applied to the month that service was provided.
3. Losses:
Losses shall be repaid through the ▇▇▇▇ Loss Repayment Procedure.

Coordination Transmission Service Schedule
Appendix B
APPLICATION FOR TRANSMISSION SERVICE

1.0 This Application, dated as of
, is a request for Transmission Service under the
provisions of Schedule F - Transmission Service for Coordination
Transactions.

2.0 The Transmission Customer agrees to take and pay
for Firm Transmission Services in accordance with
the provisions of the Service Schedule and this
Application.

3.0 The specifications for Firm Transmission Services
as requested by the Transmission Customer and
accepted by the ▇▇▇▇ Center are as follows:

i. Transmission Customer:
___________________________________

Term of Transaction:
___________________________________

Start Hour and Date:
___________________________________

Termination Hour and Date:
___________________________________

ii. Nature of Transmission Service requested:

FCTS . FETS . HNF .
HNF .

SEASONAL __ MONTHLY __ WEEKLY __ DAILY __ HOURLY __

iii. Delivering Member:
________________________________________

iv. Receiving Member:
__________________________________________

v. Maximum amount of capacity and/or energy to be
transmitted (Reserved Capacity): __________
___________________________________________
vi. Designation of party subject to reciprocal
service obligation:
____________________________________________

4.0 Any notice or request made to or by either
Party regarding this Service Application shall be made to
the representative of the other Party as indicated below.

▇▇▇▇ Center:
Transaction Coordinator
Mid-Continent Area Power Pool
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Transmission Customer:
__________________________________________________

__________________________________________________

5.0 This Application for Transmission Service is
submitted by:

NAME: __________________________________________

TITLE: __________________________________________

MEMBER: __________________________________________

DATE: __________________________________________

6.0 This Application for Transmission Service is:

Authorized by:____________________ Denied: ____________

NAME: _______________________________________________

TITLE: _______________________________________________

DATE: ______________________ TIME: _______________

Coordination Transmission Service Schedule
Appendix C
PROCEDURE FOR CALCULATION AND ADMINISTRATION OF THE TRANSMISSION
SERVICE CHARGE

1.1. Introduction
1.1 The purpose of this Appendix C is to provide written
documentation of the transmission service charge process as
implemented by the Mid-Continent Area Power Pool. Definitions of
the models and parameters used in the calculations are presented,
as well as a description of the calculations performed by the
"Megawatt-Mile Software". Details of the rate calculations,
adjustments to this rate, and its application to ▇▇▇▇
transactions are discussed. Procedures for administering the
program by the Contractor are included.
1.2 The megawatt-mile technique, adopted by ▇▇▇▇, is a
distance based method of calculating payment for transmission use
considering that power will, to some extent, flow over all
available paths from the generating source to the load. The flow
over each and every facility due to a transaction is calculated.
This flow is then multiplied by the monthly ▇▇▇▇ Transmission
System average cost per megawatt-mile (or average cost per MVA
for transformers), by voltage class, of owning such a facility.
The sum of all the individual use charges is the total
transmission service charge for the transaction.

2. Definitions, Models and Parameters Used
2.1 Composition of the Network Model - The network
models used in the transmission service charge calculations are
derived from loadflow models of the ▇▇▇▇ system assembled
annually by ▇▇▇▇. Prior to May 1 each year, data are submitted,
models assembled, modifications required for using the models in
the transmission service charge calculations are made, and the
rate tables for the upcoming Summer and Winter seasons are
computed.
2.2.2 Seasonal Models - The seasonal models used in the
calculations are the Summer Peak Load Operating model and the
Winter Peak Load Operating model, as modified for use in the
transmission service charge computations. Modifications to the
models include some AREA renumbering and required changes to
phase shifter and DC line representation as outlined in sections
2.1.5 and 2.1.6, respectively. Estimated rates for future Summer
and Winter seasons may be calculated using the appropriate
planning model from the annual series of ▇▇▇▇ models.
2.1.2 Transmission Elements Included in the Transmission
Service Charge Calculations - All transmission lines and terminal
equipment of 115 kV and higher voltage modeled by a Member may be
included in the transmission service charge calculations. All
transformers modeled by a Member with a secondary voltage of 115
kV or higher may be included. All other transmission elements
are excluded, except as provided in section 2.1.4. Network
branches below the 115 kV level that are present in the loadflow
model participate in the determination of power flow on the
network, but are excluded from participation in determination of
the transmission service charge rates since there are no rents
paid for the use of these branches, except as provided in section
2.1.4.
2.1.3 Transmission Facility Rating Assumptions - The
transmission service charge calculations are based on the normal
continuous MVA ratings of transmission facilities for the
applicable season. The ratings used are the most limiting rating
reported in the then-current ▇▇▇▇ operating model. For
transmission lines, these are normally the lesser of the
conductor thermal rating and the rating of equipment such as
switches, wavetraps, etc. For transformers, these are normally
the continuous rating of the transformers. The corresponding
ratings from the applicable ▇▇▇▇ planning model are used in
estimating transmission service charges for future years.
Members may determine the transmission facility ratings described
herein based on their individual system design standards.
2.1.4 Criteria For Inclusion of 69 kV Facilities - A
Member may elect to include investments in and flows through 69
kV facilities for the purpose of determining ▇▇▇▇ transmission
service charges, subject to the following criteria:
(a) Only networked facilities may be included (i.e.,
include only those facilities that are normally
operated in a manner subjecting them to changes in
flows due to transactions by other Members).
(b) Transformers between the 69 kV system and the higher
voltage transmission system may be included.
Substations associated with step-down to voltages
below 69 kV are to be excluded.
(c) The Member must demonstrate that adding the 69 kV
facilities identified per items (a) and (b) above
will change at least one entry of the megawatt-mile
rate matrix by at least 5%.
(d) The Member must supply modeling information for its
69 kV system to the appropriate ▇▇▇▇ committee(s)
for inclusion in ▇▇▇▇ powerflow models. The 69 kV
system model should be simplified as much as
possible to minimize the number of buses and
branches added. For example, radial lines and two-
branch buses (except for those associated with
transformers between the 69 kV and higher voltage
systems) should be eliminated.
Members electing to include 69 kV facilities must submit
requests with supporting information to the Regional Transmission
Committee for review.
2.1.5 Modeling Phase Shifters - Phase shifting
transformers within ▇▇▇▇ are represented as an open circuit.
Power flow on the phase shifting transformer prior to opening the
circuit is represented by appropriate placement of equivalent
loads and/or generation on buses at both ends of the open
circuit, in order not to change the operating point of the
remaining network. Where owners of such facilities indicate the
need to schedule transactions across the phase shifter,
appropriate modeling is provided (i.e., dummy loads or
generation) to accommodate such transactions.
2.1.6 Modeling DC Lines - Appropriate modeling of DC lines
shall be provided by the owners of such facilities. DC lines are
typically represented as an open circuit, with generation on the
rectifier end reduced an amount equivalent to the power flow on
the DC line or offset by a load equivalent to the flow into the
DC line. A dummy generator is placed at the inverter end,
operating at a level equivalent to the flow on the line. The
rating of the dummy generator should be equivalent to the rating
of the DC line or the rating of the generator at the rectifier
end reduced for DC line losses. This inverter end dummy
generator is used in the allocation process instead of the
rectifier end generation. A similar dummy rectifier end load and
generator arrangement can be used to represent transmission
service through a DC system.
2.2 Calculating the Cost Parameters - Annual
Transmission System average costs are developed for each voltage
class of transmission lines and transformers of 115 kV and
higher. Transmission lines and transformers of 69 kV may be
included subject to the provisions of section 2.1.4.
2.2.1 Transmission Lines and Terminals - The electric
plant in service (investment) per megawatt-mile for each voltage
class of transmission lines, including terminals, is calculated
by summing the individual monthly costs of all Members owning
such facilities. This sum for each voltage class is then
divided by the total megawatt-miles of transmission at that
voltage class in the Transmission System. The annual
Transmission System electric plant in service per megawatt-mile
is developed using actual data for the prior year for all Members
owning transmission lines.
2.2.2 Transformers - The electric plant in service
(investment) per MVA for each voltage class of transformers is
calculated by summing the individual monthly costs of all Members
owning transformers. This sum for each voltage class is then
divided by the total MVA of transformers at that voltage class in
the Transmission System. The electric plant in service per MVA is
developed using actual data for the prior year for all Members
owning transmission transformers.
2.2.3 Fixed Charge Rate - The annual cost of each Member
is the product of that Member's fixed charge rate and the related
electric plant in service. The rate used for fixed charges
includes the following components:
(a) Operation and maintenance expenses;
(b) Depreciation expenses;
(c) Return and composite income taxes (or interest and
margins);
(d) Administrative and general expenses (includes
property insurance);
(e) General plant;
(f) Cash working capital;
(g) An adjustment to the fixed charge rate to reflect
the utilities accumulated provision for deferred
income taxes;
(h) Income taxes; and
(i) Taxes other than income taxes (i.e., Minnesota
property taxes, Wisconsin taxes on gross receipts).
Such annual cost will be converted to monthly amounts when
determining the monthly rates. Procedures for calculation and
collection of data associated with the fixed charge rates are
determined by the Regional Transmission Committee.
2.3 Transmission Facility Ownership Representation -
Members are required to update their transmission facility
ownership representation annually in conjunction with the ▇▇▇▇
Model data submittal.
2.3.1 Transmission Lines and Terminals - Each transmission
line which is to participate in the calculation of the
transmission service charge has a record in a branch ownership
file. This file is required by the Megawatt-Mile Software in
order to calculate and allocate payments for use of every branch.
The ownership file contains two types of records for every
transmission line: one record contains the total line mileage;
the other reflects the percent of each Member's "ownership"
(i.e., for collecting rents) of the line. If ownership
percentages for a given branch are not provided, the ownership
will be divided equally to the AREA (Members are represented by
AREAs in the model) numbers in which the buses on either end of
the branch reside in the loadflow model. If a transmission line
does not have a mileage entry in the ownership file, it will not
participate in the rate calculation since the line mileage is not
known.
2.3.2 Transformers - The transformer ownership file is
similar to the branch ownership file, except that there is no
mileage record associated with the transformer. The records for
transformers serve the same function as for transmission lines.
If ownership percentages for a given branch are not provided, the
ownership will be divided equally to the AREA numbers in which
the buses on either end of the branch reside in the loadflow
model.
2.3.3 Generation and Load - The ownership representation
for generation and load is maintained in generation and load
ownership files. These files are required by the Megawatt-Mile
Software in order to model transactions. For each bus that has
either generation or load, a record in the ownership file
allocates to the AREAs their percent ownership. If no record is
entered for a load bus or generator bus, the ownership is
allocated to the AREA in which the bus resides in the loadflow
model.
2.3.4 Representation of Utilities Outside of ▇▇▇▇ -
Utilities outside of ▇▇▇▇ are to be represented in the model as
needed to result in accurate transmission service charge and loss
repayment calculations. Minimum representation for a non-Member
involved in a sale to a Member is ownership of a generator bus in
the non-Member's system or a generator bus judged to be
electrically close to the non-Member's system. Similarly,
minimum representation for a non-Member involved in a purchase
from a Member is ownership of a load bus in the non-Member's
system or a load bus judged to be electrically close to the non-
Member's system.

3. Calculating the Rate for Transmission Service
3.1 History of the Technique and Computer Programs - The
megawatt-mile method of calculating transmission service charge
utilizes two computer programs known as the Megawatt-Mile
Software to accomplish the necessary computations. A
commercially available power systems analysis package, PTI's
PSS/E, performs the necessary network flow calculations through
activity MWMI, which was written specifically for this
application. MWMI also keeps track of cost information and
branch, load, and generation ownership. The second program is a
stand alone program called MWMIRPT which reads the output of MWMI
and provides the distribution of payments for transmission
service, given a set of power transactions.
3.2 Detailed Explanation of the Rate Calculation - The
megawatt-mile approach is a distance based method of calculating
payment for transmission service considering that power will, to
some extent, flow over all available paths from the generating
source to the load. The distribution of flows over each and
every facility due to transactions between each combination of
potential parties is calculated. This flow on applicable
facilities, as defined in section 2.1.2, is then multiplied by
the monthly ▇▇▇▇ Transmission System average cost per
megawatt-mile (or average cost per MVA for transformers) of
owning the facility. The sum of all the individual charges is
the total transmission service charge for the transaction.
3.3 The "Megawatt-Mile" Method
(a) The megawatt-mile technique starts from a
solved loadflow model of the system. Transactions are modeled
between utilities by changing generation on the sending, or
selling end, and changing the load on the receiving, or buyer
end. The amount by which the generation and load are changed is
small. A linear analysis technique is then used to determine the
distribution of flows on each branch in the network. This value
is used in subsequent calculations.
(b) Individual branch charges are calculated
given the flow on the branch due to the transaction, the line
mileage (for transmission lines), and the facility costs as
described in section 2.2. The individual branch charges for
transmission lines are determined as follows:

Transmission Line Charges = P * L * C [$/MW-month
where
P = calculated flow due to the transaction
L = line length in miles
C = cost per megawatt-mile per month

Transformer Charge = P * C [$/MW-month]
where
P = calculated flow due to the transaction
C = cost per MVA per month

(d) The sum of all the individual branch charges
for each utility is calculated in units $/MW-month. These
charges can be summarized, by utility, for all combinations of
buyers and sellers.
(e) The Rate, before adjustments or discounts,
represents Transmission System average embedded costs. The
transmission service Rate paid for actual transactions is the
total transmission service charge per MW per month for a given
transaction. The Rate, in $/MW-month, is defined as the sum of
the branch charges:

Rate = Sum Branch Charges [$/MW-month]

3.3.1 Adjustments and Discount Factors Applied to the
Rate - Adjustments and discount factors are applied to this basic
rate. The adjustment for effective operating capacity will
increase or decrease the rate as reserve transmission capacity is
either used up or expanded. The "Effective Operating Capacity
Ratio" (EOC), is the adjustment which recognizes total pool
transmission capacity beyond that required to serve load, and
available to accommodate transactions. The megawatt-miles
required to serve the total load of all the Members from all the
on-line generation of the Members is calculated, as well as the
Members' total megawatt-miles of transmission capacity. The
transmission reserve is defined as the difference between the
Members' total megawatt-miles of transmission capacity and the
megawatt-miles required to serve load. The EOC can then be
defined as the total megawatt-miles of transmission capacity
divided by the total megawatt-miles of transmission reserve:
The EOC is calculated for each Season.

EOC = Total megawatt-miles transmission capacity/Total
megawatt-miles transmission reserve

The EOC is calculated for each Season.
3.4 Application to Service Charge Rates - Transmission
service charge rates using this MW-Mile methodology shall be set
forth in the rate schedules established for each respective type
of service and shall be incorporated in the ▇▇▇▇ Regional
Transmission Service Schedule.
3.5 Generator and Load Dispatch - Capacity transactions under
Service Schedules A and B are simulated as coming from the
seller's generator(s) as designated in the contract provided to
the Regional Reliability Committee. Capacity transactions under
Service Schedules J and K are simulated as coming from all of a
seller's on-line generation in proportion to unit MVA base
(nameplate rating). In both cases the transaction is simulated
as delivered to all of the buyer's load.
Energy transactions are simulated as coming from all of the
seller's on-line generation in proportion to the unit MVA base
(nameplate rating) and delivered to all of the buyer's load.
In all cases the capability to model transactions as sold from
a particular generator bus or set of generator buses is
available.
Each load on a bus at which the buyer represents load
ownership picks up a proportionate amount of the transaction.
The portion of the transaction picked up at any given bus is the
amount of load owned by the buyer on that bus divided by the
total load owned by the buyer.
Alternative modeling of generator and load dispatch and phase
shifter representation may be utilized if a Member can
demonstrate that the alternative modeling more accurately
reflects the actual performance of the transmission system.
Requests to utilize alternative modeling are reviewed by the
Regional Transmission Committee.

EXHIBIT D
INITIAL REGIONAL TRANSMISSION COMMITTEE SUBCOMMITTEES

The initial subcommittees of the Regional Transmission
Committee, and the responsibilities and procedures of those
subcommittees, shall be as set forth below. The subcommittees
shall have such additional responsibilities as may be assigned by
the Regional Transmission Committee. Subject to the requirements
of the Restated Agreement and any procedures for the governance
of any of its subcommittees as may adopted by the Regional
Transmission Committee, each subcommittee may adopt such further
procedures governing its operations as it may deem appropriate.

Transmission Planning Subcommittee
Transmission Planning Subcommittee Responsibilities:
1. Develop and recommend for approval by the Regional
Transmission Committee the biennial Plan required by Section
8.6.4 of the Restated Agreement.
2. Develop procedures and policies for updating and
modifying the Plan between biennial planning cycles, and approve
modifications to the Plan.
3. Develop and approve procedures, standards and
requirements for the communication of the future transmission
requirements of Members and non-Members to the appropriate
Transmission Owning Members, and for the inclusion of bona fide
requirements in the transmission plans of the Transmission Owning
Members, and in the Plan.

4 Establish procedures, standards and requirements for the
coordination of the transmission plans of Transmission Owning
Members with the transmission plans of neighboring transmission
systems, including establishing subregional working groups for
resolution of subregional transmission planning issues on a
cooperative basis.
5. Establish procedures, standards and requirements for
making available Members' transmission plans and the information
on which the plans are based, as required by Section 8.6.2 of the
Restated Agreement.
6. Establish procedures, standards and requirements for
public input, including input from Regulatory Participants, in
the development of the Plan.
7. In the absence of agreement among the affected parties,
in accordance with the requirements of Section 8.7 of the
Restated Agreement determine the appropriate Member or Members to
construct and own, or to receive Rights Equivalent to Ownership
in, transmission facilities.
8. Coordinate with the subcommittees of the Regional
Reliability Committee on reliability issues, standards,
requirements, procedures, models and studies, and conduct or
request a subcommittee of the Regional Reliability Committee to
conduct such studies as are appropriate to carry out the
responsibilities of the Transmission Planning Subcommittee.
9. Assume responsibility for submission of FERC Form 715
information for ▇▇▇▇.

Transmission Schedules and Compensation Subcommittee
Transmission Schedules and Compensation Subcommittee
Responsibilities:

1. Review and recommend to the Regional Transmission
Committee changes in the compensation, terms and conditions,
waiver, and other provisions of Service Schedule F - Transmission
Service for Coordination Transactions.
2. Establish, and modify from time to time, consistent
requirements for flexible point-to-point service and network
service provided by Members in the ▇▇▇▇ Region.
3. Establish procedures, standards and requirements to
resolve equitably third-party impact and loop flow issues
associated with long-term uses of transmission facilities in the
▇▇▇▇ Region.
4. Endeavor to establish, and if possible establish, tariffs
for the ▇▇▇▇ Region or its subregions for long-term transmission
service.
5. Establish procedures, standards and requirements for cost
allocation and compensation in connection with the construction
of transmission facilities as required by Section 8.7 of the
Restated Agreement.
6. Develop and recommend to the Regional Transmission
Committee compensation formulas and methodologies.
7. Establish procedures, standards and requirements for
compensation of transmission losses.
8. Pursuant to line-loading relief standards and
requirements established by the Regional Reliability Committee or
its subcommittees, and subject to review, approval and
modification by the Regional Reliability Committee or its
subcommittees as necessary to maintain reliability, establish
procedures, standards and requirements for implementing
line-loading relief, including appropriate compensation measures.
9. Establish procedures, standards and requirements for
requests for transmission service by Members, and for responses
to such requests, to the extent such procedures, standards and
requirements are not set forth in Service Schedule F -
Transmission Service for Coordination Transactions, each Members'
transmission tariffs, or applicable ▇▇▇▇ tariffs for long-term
transmission service.
10. Upon the request of a Member, determine whether two or
more Members should provide long-term transmission service
pursuant to a joint tariff, such determination to be based on
applicable comparability and other standards for transmission
service and the integrated nature of such Members' transmission
facilities.

Operations and Compliance Subcommittee
Operations and Compliance Subcommittee Responsibilities:
1. Establish procedures, standards and requirements for
coordinating the operation and development of transmission
facilities in the ▇▇▇▇ Region with the operation and development
of transmission facilities in or subject to adjoining systems,
pools, regional transmission groups, or Reliability Councils.
2. Monitor and enforce compliance with transmission service,
use, and compensation requirements established in or pursuant to
the Restated Agreement, including compliance with all
transmission tariffs, Service Schedules, principles and
agreements relating to transmission service within the ▇▇▇▇
Region.
3. Monitor and enforce compliance with the transmission
planning obligations established in Section 8.6.1. of the
Restated Agreement.
4. Conduct the review of transmission tariffs required by
Section 8.3.3 of the Restated Agreement, including review and
approval or modification of proposed rates, other compensation,
or terms and conditions for transmission service under tariffs on
file with ▇▇▇▇.
5. Hear and decide, or refer to dispute resolution, disputes
between Members as to the availability or comparability of
transmission service or the use of transmission facilities, or
the rates, other compensation, or terms and conditions, for
transmission service or the use of transmission facilities.
6. Hear and decide, or refer to dispute resolution, disputes
between Members as to the applicability of waivers of charges and
the non-discriminatory application of such waivers pursuant to
Service Schedule F - Transmission Service for Coordination
Transactions.

EXHIBIT E
INITIAL POWER AND ENERGY MARKET SCHEDULES

General Terms and Conditions

Section 1. General Description
1.1 The initial Service Schedules described herein are
intended to facilitate the exchange of capacity and energy in the
▇▇▇▇ Power and Energy Market. The Service Schedules employ
market-based rates for interchange of capacity and energy and are
available to all Market Participants. These Service Schedules
may be revised and new Service Schedules established as needs
arise, in accordance with the Restated Agreement.

Section 2. Accreditation
2.1 Accreditation of capacity transactions shall be
determined and assigned under procedures established by the
Regional Reliability Committee. Initially, the same procedures
shall be used as in effect immediately prior to the Effective
Date.

Section 3. Scheduling
3.1 Interchange of capacity and energy between the Market
Participants shall be in accordance with any applicable
reliability standards and procedures established by the Regional
Reliability Committee. These standards and procedures shall meet
or exceed NERC criteria. Exchange of energy between Market
Participants shall conform to the ▇▇▇▇ Operating Requirements in
order to satisfy the obligations of those participants which
operate Control Areas.

Section 4. Line Loading Relief
4.1 Delivery of energy between Market Participants shall be
subject to the ▇▇▇▇ Line Loading Relief Procedures when such
procedures are necessary to alleviate overloads or potential
overloads of transmission facilities.

Section 5. Transmission Service and Loss Repayment
5.1 Market Participants that schedule capacity or energy
under any of the Service Schedules in this Exhibit E shall make
appropriate arrangements for the provision of any necessary
transmission service with the entities providing such service,
along with appropriate arrangements for compensation of losses.

Section 6. Billing and Payment
6.1 For billing purposes, the amount of energy delivered
under these Service Schedules by a supplying Market Participant
to a purchasing Market Participant, or delivered to the
purchasing Market Participant through an intervening Transmission
Provider during any period, shall be the amount scheduled for
delivery at a point or points where the system of the supplying
Market Participant connects with the system of the purchasing
Market Participant or with the Transmission System (as defined in
Schedule F - Transmission Service for Coordination Transactions).
6.2 Billing for any transaction involving generation or
transmission capacity under the Service Schedules, including any
transmission charges pertaining to a transaction, shall be based
upon the amount of such capacity committed in advance for
delivery at a point or points where the system of the supplying
Market Participant connects with either the system of the
purchasing Market Participant or with the Transmission System (as
defined in Schedule F - Transmission Service for Coordination
Transactions).
6.3 All bills for services supplied in connection with the
Power and Energy Market shall be rendered monthly by the
supplying Market Participant or the Contractor to the purchasing
Market Participant after the end of the period to which such
bills are applicable. Unless otherwise agreed upon by the
appropriate Committee, such period shall be from 12:01 a.m. of
the first day of the month to 12:01 a.m. of the first day of the
succeeding month. Bills shall be due and payable within fifteen
days from the date such bills are rendered. Payment shall be
made when due and without deduction, and may be effected by
electronic funds transfer. Bills shall be deemed rendered on the
postmark date if deposited in first class mail with postage
prepaid and shall be deemed rendered upon receipt if another
means of delivery is used. If the due date of any ▇▇▇▇ falls on
a Saturday, Sunday or holiday observed by either Market
Participant, the ▇▇▇▇ shall be due and payable on the next
following working day of both Market Participants. Interest
shall accrue and be compounded daily on any unpaid amount, from
the date due until the date upon which payment is made, using the
lowest daily prime rates published in the money rates section of
the Wall Street Journal for the applicable time period. Such
daily interest shall be computed on the basis of actual days and
a 365 day calendar year.
6.4 In the event a Market Participant desires to dispute
all or any part of the charges submitted by another Market
Participant, it shall nevertheless pay the full amount of the
charges when due and give notification in writing within sixty
(60) days from the date of the statement stating the grounds on
which the charges are disputed and the amount in dispute. The
complaining Market Participant shall not be entitled to any
adjustment on account of any disputed charges that are not
brought to the attention of the Market Participant rendering such
charges within the time and in the manner herein specified. If
settlement of the dispute results in a refund to the payer,
interest shall accrue and be compounded daily on the amount to be
refunded from the date of payment until the date upon which
refund is made, using the lowest daily prime rates published in
the money rates section of the Wall Street Journal for the
applicable time period. Such daily interest shall be computed on
the basis of a 365 day year. If the Market Participants are
unable to reach a mutually satisfactory agreement, the dispute
resolution procedures of Article 11 of the Restated Agreement
shall apply.

Schedule A: Participation Power Interchange Service

Section 1. Service to be Provided
1.1 This Service Schedule provides for the sale of
Participation Power by a Market Participant to any other Market
Participant from a specific generating unit or units.
Participation Power shall mean power and energy sold from a
specific generating unit or units on a continuously available
basis except when such unit or units are temporarily out of
service for maintenance, during which time the delivery of energy
from other sources shall be at the seller's option.

Section 2 Conditions of Service
2.1 This Service Schedule shall be available for the sale
of Participation Power for a period of six months or more.
2.3 Participation Power shall be supplied through
transmission facilities that have adequate capacity for
transmitting such power and energy, in accordance with any
applicable reliability standards and procedures established by
the Regional Reliability Committee.

Section 3. Schedule of Rates
3.1 The rates and term for Participation Power shall be
negotiated by the Market participants arranging the transaction
and confirmed in writing by them. The rate shall be
market-based.
3.2 In the event that service cannot be supplied on the
effective date of an agreement to sell Participation Power
because of a delayed in-service date of the associated generating
facility or facilities, the demand charge to be paid by the
purchasing Market participant shall not be effective until the
date such facility or facilities are placed in commercial
operation.

Schedule J: Firm Power Interchange Service

Section 1. Service to be Provided
1.1 This Service Schedule provides for the sale of Firm
Power by any Market Participant to any other Market Participant.

Section 2. Conditions of Service
2.1 Firm Power shall be supplied through transmission
facilities which have adequate capacity for transmitting such
power and energy, in accordance with any applicable reliability
standards and procedures established by the Regional Reliability
Committee.
2.2 This Service Schedule shall be available for the sale
of Firm Power for a period of seven days or longer.
2.3 Energy available under this Service Schedule may be
supplied in one of the following forms:
a. Energy is available at all times during the period
covered by the commitment; or
b. If energy is being supplied as peaking energy, or for
other purposes which anticipate a capacity-factor
limitation, the supplying Market Participant and the
purchasing Market Participant may mutually agree on
minimum or maximum limits on the energy to be delivered
during the period covered by the commitment.

Section 3. Schedule of Rates
3.1 The rates and term for Firm Power shall be negotiated
by the Market Participants arranging the transaction and
confirmed in writing by them. The rates shall be market-based.

Schedule K: System Participation Power Interchange Service

Section 1. Service to be Provided
1.1 This Service Schedule provides for the sale of System
Participation Power by any Market Participant to any other Market
Participant for a specified period for the purpose of obtaining a
supply of power that can be depended upon with the same degree of
assurance as that expected from the Market Participant's own
generating capacity, but which does not include reserve capacity.

Section 2. Conditions of Service
2.1 This Service Schedule shall be available for the sale
of System Participation Power for periods of seven or more
consecutive days.
2.2 System Participation Power is intended to be available
at all times during the period covered by the commitment;
provided, however, that if conditions arise during the period
covered by the commitment that in the sole judgment of the
supplying Market Participant would otherwise require curtailment
of firm power sales or service to its own customers, the
supplying Market Participant has the right to notify and require
the receiving Market Participant to reduce its take of such
energy to any amount specified and for any portion of the term of
the commitment. The receiving Market Participant shall promptly
comply with such requirements of the supplying Market
Participant.
2.3 System Participation Power shall be supplied through
transmission facilities that have adequate capacity for
transmitting such power and energy, in accordance with any
applicable reliability standards and procedures established by
the Regional Reliability Committee.

Section 3. Schedule of Rates
3.1 The rates and terms for System Participation Power
shall be negotiated by the Market Participants arranging the
transaction and confirmed in writing by them. The rate shall be
market-based.

Schedule L: Interruptible Load Replacement Energy Service

Section 1. Services to be Provided
1.1 This Service Schedule provides for the supply of
Interruptible Load Replacement Energy by any Market Participant
to any other Market Participant when it is economical and
practical to do so under the conditions set forth hereinafter.

Section 2. Conditions of Service
2.1 Interruptible Load Replacement Energy may be used by
Market Participants to serve interruptible load when that load
would otherwise be interrupted.
a. In order to be eligible for Interruptible Load
Replacement Energy Service, the purchasing Market
Participant must report in advance monthly quantities
of Certified Interruptible Demand, as specified in the
▇▇▇▇ Engineering Handbook as in effect on the Effective
Date and as the specification therefor may thereafter
be revised by the ▇▇▇▇ Reliability Council or the
Regional Reliability Committee.
b. The rate of delivery of energy supplied under this
Service Schedule in any hour shall not exceed the
purchasing Market Participant's Certified Interruptible
Demand.
c. Deliveries of energy may be received under this
Service Schedule only when a Market Participant's
maximum System Demand would otherwise be greater than
the Market Participant's forecast System Demand for the
current season, and shall not exceed that required to
reduce the System Demand to the forecast System Demand.
d. Interruptible Load Replacement Energy Service
shall be supplied through transmission facilities which
have adequate capacity for transmitting such power and
energy, in accordance with any applicable reliability
standards and procedures established by the Regional
Reliability Committee.

Section 3. Schedule of Rates
3.1 The rates and term for Interruptible Load Replacement
Energy Service shall be negotiated by the Market Participants
arranging the transaction and confirmed in writing by them. The
rate shall be market-based.

Schedule M: General Purpose Energy Service

Section 1. Service to be Provided
1.1 This Service Schedule provides for the supply of
General Purpose Energy by any Market Participant to any other
Market Participant to enhance economic system operation.

Section 2. Conditions of Service
2.1 To the extent practicable, General Purpose Energy shall
be used to improve the overall economy of the systems involved in
the transactions.
2.2 General Purpose Energy shall be supplied through
transmission facilities which have adequate capacity for
transmitting such energy, in accordance with any applicable
reliability standards and procedures established by the Regional
Reliability Committee.

Section 3. Schedule of Rates
3.1 The rate and term for General Purpose Energy shall be
negotiated by the Market Participants arranging the transaction
and confirmed in writing by them. The rate shall be
market-based.
3.2 Transactions under this Service Schedule may include
the purchase or sale of energy for use for operational control,
in order to improve electric system control and reliability.
Rates for such energy may be (a) on the basis of the incremental
cost of the supplying Market Participant, or the decremental
costs of the purchasing Market Participant, as agreed to by the
parties to the transaction, or (b) such other basis as agreed to
by the parties to the transaction.
3.3 Transactions under this Service Schedule may include
the purchase or sale of energy for the purpose of lowering the
cost of energy of the supplying Market Participant or the
purchasing Market Participant. Rates for such energy may be on
the basis of a split of the difference between the incremental
cost of the supplying Market Participant and the decremental cost
of the purchasing Market Participant as agreed upon by the
parties to the transaction, or such other basis as may be agreed
upon by such parties.

EXHIBIT F
MAP OF THE ▇▇▇▇ REGION

MAPP MID-CONTINENT AREA POWER POOL

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