Exhibit 10.8
GENERATION FACILITY
TRANSMISSION INTERCONNECTION AGREEMENT
BETWEEN
METROPOLITAN EDISON COMPANY
d/b/a GPU Energy
AND
AES IRONWOOD, L.L.C.
TABLE OF CONTENTS
Page
----
ARTICLE 1: DEFINITIONS...................................................2
ARTICLE 2: EFFECTIVE DATE AND TERM.......................................8
ARTICLE 3: RESPONSIBILITIES OF THE COMPANY...............................9
ARTICLE 4: RESPONSIBILITIES OF THE POWER PRODUCER.......................11
ARTICLE 5: MODIFICATIONS TO FACILITIES, INTERCONNECTIONS................14
ARTICLE 6: OPERATION....................................................17
ARTICLE 7: MAINTENANCE NOTIFICATION AND COORDINATION....................18
ARTICLE 8: REVENUE METERING.............................................20
ARTICLE 9: LAND RIGHTS AND ACCESS.......................................23
ARTICLE 10: INSURANCE....................................................23
ARTICLE 11: PERFORMANCE..................................................26
ARTICLE 12: LIABILITY AND DEDICATION.....................................27
ARTICLE 13: INDEMNIFICATION..............................................28
ARTICLE 14: REPRESENTATIONS, WARRANTIES AND COVENANTS....................31
ARTICLE 15: EVENTS OF DEFAULT............................................33
ARTICLE 16: ASSIGNMENT...................................................36
ARTICLE 17: NOTICES......................................................38
ARTICLE 18: AMENDMENT AND MODIFICATION...................................38
ARTICLE 19: DISPUTES.....................................................39
ARTICLE 20: MISCELLANEOUS................................................40
APPENDIX A - Description of Facility
APPENDIX B - Interconnection Facilities
APPENDIX C - Transmission Operation Interconnection Requirements
APPENDIX D - System Protection and Control Interconnection Requirements
APPENDIX E - Interconnection Installation Agreement
GENERATION FACILITY
TRANSMISSION INTERCONNECTION AGREEMENT
THIS AGREEMENT, made and entered into this 23rd day of March, 1999, by
and between Metropolitan Edison Company d/b/a GPU Energy ("Company"), a
corporation and a public utility organized and existing under the laws of the
Commonwealth of Pennsylvania, and AES Ironwood, L.L.C., an entity organized and
existing under the laws of the State of Delaware ("Power Producer"), both
Company and Power Producer hereinafter sometimes referred to collectively as the
"Parties", or individually as a "Party". The Parties acknowledge that GPU
Service, Inc., may act as agent for the Company concerning the administration of
this Agreement.
RECITALS
WHEREAS, the Company is a public utility engaged in the production,
transmission, distribution and sale of electric energy; and
WHEREAS, the Company is a member of the PJM Interconnection, L.L.C.
("PJM") operated under the PJM Agreement; and
WHEREAS, the Company is a member of the Mid-Atlantic Area Council
("MAAC"), a reliability council under Section 202 of the Federal Power Act
established pursuant to the Mid-Atlantic Coordination Agreement, dated December
26, 1967, and as amended and restated as of August 1, 1994 by the MAAC Executive
Board, and as may be further amended from time to time thereafter; and
WHEREAS, the Power Producer is an entity engaged or intending to be
engaged in the production and sale of electric energy and/or capacity from an
electric power generation
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facility to be located in the Commonwealth of Pennsylvania, and more fully
described in Appendix A; and
WHEREAS, in order for the Power Producer to sell electric energy and
capacity generated from the Facility, it must be interconnected with the
Transmission System; and
WHEREAS, the Parties are willing to enter into this agreement under
which the Facility will be interconnected with the Transmission System, subject
to terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual representations,
covenants, promises, and agreements hereinafter set forth, the Parties hereto,
intending to be legally bound, hereby covenant, promise and agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Any capitalized or abbreviated term not elsewhere defined in this
Agreement shall have the definition set forth below:
(a) Affiliate - With respect to a corporation, partnership or other
entity, each such other corporation, partnership or other entity that directly
or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such corporation, partnership or other entity.
(b) Agreement - This Generation Facility Transmission Interconnection
Agreement including all appendices attached hereto, and all amendments and
supplements.
(c) Capacity - The maximum generating capability of the Facility,
measured in
2
megawatts at a defined ambient air temperature, as set forth in Appendix A.
(d) Company Interconnection Facilities All structures, facilities,
equipment, devices and apparatus owned or leased by, or under contract to, the
Company or its Affiliates, as identified in Appendix B, which facilities are
necessary, together with the Power Producer Interconnection Facilities, to allow
the interconnection of the Facility to the Transmission System.
(e) Emergency - A condition or situation which the PJM OI, the Company
or the Power Producer deem imminently likely to (i) endanger life or property;
(ii) adversely affect or impair the Transmission System, or imminently will
affect or impair, the Company's electrical system or the electrical or
transmission systems of others to which the Company's electrical system is
directly or indirectly connected; or (iii) adversely affect or impair the
Facility. Such a condition or situation includes, but is not limited to,
overloading or potential overloading of or excessive voltage drop on the
Company's or regional transmission and/or distribution circuits, unusual
operating conditions on either the Company's, regional or the Power Producer's
electrical system or conditions such that the output of the Power Producer's
Facility must be adjusted to avoid jeopardizing the Facility, the Company's
electrical system or the electrical systems of others to which the Company's
electrical system is directly or indirectly connected.
(f) Facility - The real and personal property owned by the Power
Producer at the electric power generating facility including, but not limited
to, the following assets: (a) the real property (including all buildings,
structures and other improvements thereon); (b) the turbines machinery,
equipment, vehicles, furniture, and other personal property located on the Power
Producer's property, and shall include any additions, modifications or
replacements thereto, as further defined in Appendix A.
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(g) FERC - The Federal Energy Regulatory Commission or any successor
agency thereto.
(h) Force Majeure Shall mean an event or occurrence or circumstance
beyond the reasonable control of and without the fault or negligence of the
Party claiming Force Majeure, including, but not limited to, acts of God, labor
dispute (including strike), acts of public enemy, war, civil disturbance, riot,
fire, storm, flood, explosion, earthquake, lightning, epidemic, sabotage,
breakage or accident to machinery or equipment, electric system disturbance,
change in law or applicable regulation subsequent to the date hereof and action
or inaction by any federal, state or local legislative, executive,
administrative, military, or judicial agency or body which, in any of the
foregoing cases, by exercise of due foresight such Party could not reasonably
have been expected to avoid, and which, by the exercise of due diligence, is
unable to overcome, and which wholly or in substantial part prevents such Party
from performing its obligations under this Agreement. The settlement of strikes
and labor disturbances shall be wholly within the discretion of the Party
experiencing the event. Economic hardship of either Party shall not constitute a
Force Majeure under this Agreement.
(i) Generator Forced Outage - Shall have the meaning given that term in
the PJM Agreement.
(j) Generator Maintenance Outage - Shall have the meaning given that
term in the PJM Agreement.
(k) Generator Planned Outage - Shall have the meaning given that term
in the PJM Agreement.
(l) Good Utility Practice - (i) Any of those practices, methods and
acts engaged in or
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approved by a significant portion of the electric utility industry in North
America during the relevant time period, or any of the practices, methods and
acts which, in the exercise of reasonable judgment in light of the facts known
at the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business practices,
reliability, safety and expedition; and (ii) any of those practices, methods,
standards and equipment commonly used, from time to time, in electrical
engineering and operations to operate electrical equipment lawfully and with
safety, dependability and efficiency and in accordance with the National
Electrical Safety Code and the National Electrical Code and Standards of the
Institute of Electrical and Electronic Engineers, and standards established by
the National Electrical Manufacturers Association, the PJM OI, the Mid-Atlantic
Area Council ("MAAC"), the American National Standards Institute and any such
other standards practiced by the industry and electrical equipment manufacturers
in North America in a manner sufficient to provide safe and reliable service.
Good Utility Practice is not intended to be limited to the optimum practice,
method, or act to the exclusion of all others, but rather to be acceptable
practices, methods or acts generally accepted and consistently adhered to in the
MAAC region.
(m) Interconnection Facilities - The Company Interconnection Facilities
and the Power Producer Interconnection Facilities, together.
(n) Lenders - Those entities, including their successors and assigns
and any trustee or agent acting on their behalf, who have advanced or who will
advance to the Power Producer, directly or indirectly, the economic resources
(whether on a senior or unsubordinated basis) for the development and
construction of the Facility or the Interconnection Facilities. The Power
Producer shall notify the Company of the name and addresses of the Lenders for
the purposes of
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this Agreement.
(o) NERC - The North American Electric Reliability Council or any
successor thereto.
(p) PaPUC - The Pennsylvania Public Utility Commission or any successor
agency thereto.
(q) PJM Agreement - Shall mean the Amended and Restated Operating
Agreement of PJM Interconnection, L.L.C., dated as of June 2, 1997, and revised
as of December 31, 1997, January 30, 1998, and March 17, 1998, and as may be
further amended or superseded from time to time.
(r) PJM Control Area - The control area recognized by NERC as the PJM
Control Area.
(s) PJM Interconnection, L.L.C. - The entity formerly known as the PJM
Interconnection Association, converted into a limited liability company pursuant
to the Delaware Limited Liability Company Act, Title 6, Sections 18-101 et seq.
of the Delaware Code, by virtue of the filing of both the Certificate of
Formation and Certificate of Conversion with the Recording Office, effective as
of March 31, 1997. The L.L.C. operates in accordance with the FERC requirements
as an Independent System Operator, comprised of the PJM Board, the PJM OI, and
the PJM Members Committee.
(t) PJM OI - The Office of the Interconnection as supervised by the
Board of Managers of the PJM Interconnection, L.L.C., acting pursuant to the PJM
Agreement. The PJM OI has the responsibility for the continued operation of the
PJM Control Area and the administration of the PJM Tariff, subject to regulation
by the FERC.
(u) PJM Tariff - The PJM Open Access Transmission Tariff filed by the
PJM
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Interconnection L.L.C. with FERC on July 14, 1997, in Docket No.OA97-261-000 as
amended and effective April 1, 1998, and as may be further modified, amended or
superseded from time to time, under which transmission service is provided
within the PJM Control Area.
(v) Point of Interconnection - Each ownership point of demarcation on
the Transmission System where capacity, energy, and ancillary services each are
transferred between the Facility and the Transmission System. The Point of
Interconnection shall be located as shown on the schematic diagram attached
hereto as Appendix A.
(w) Power Producer Interconnection Facilities - All structures,
facilities, equipment, devices and apparatus owned or controlled by Power
Producer, as identified in Appendix B, and as may be amended from time to time.
(x) Protective Apparatus - All equipment and apparatus included in the
Interconnection Facilities, including but not limited to protective relays,
circuit breakers and the like, as set forth in Appendix B, necessary to isolate
the Facility from the Company's electrical system consistent with Good Utility
Practice.
(y) Revenue Meters - All MWh, MVARh meters, pulse isolation relays,
pulse conversion relays and transducers used by the PJM OI or the Company for
billing purposes, and associated totalizing equipment and appurtances (including
voltage transformers and current transformers) used to measure the transfer of
energy and the applicable ancillary services between the Parties.
(z) Transmission System - The electric transmission facilities owned,
controlled, or operated by the Company at or above 34.5 kV delta for purposes of
providing transmission service, including services under the PJM Tariff and the
PJM Agreement.
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1.2 Unless a different interpretation arises from the context: (a) the
reference to any article, section, paragraph or appendix is a reference to an
article, section, paragraph or appendix of this Agreement, (b) with respect to
the definitions set forth in Article 1, whenever applicable the singular shall
include the plural and vice-versa; and (c) the words "includes" or "including"
mean "including, but not limited to" and are not limiting. Any conflict between
an article or section of the Agreement and any provision of an appendix shall be
resolved by reference to the article or section of this Agreement.
ARTICLE 2
EFFECTIVE DATE AND TERM
2.1 This Agreement shall become effective on the effective date established
by the FERC, and shall continue in full force and effect until a mutually
agreeable termination date not to exceed the retirement date for the Facility,
unless terminated on an earlier date by mutual agreement of the Parties or
otherwise in accordance with the terms set forth in this Agreement.
2.2 The applicable provisions of this Agreement shall continue in effect
after cancellation or termination hereof to the extent necessary to provide for
final billings, billing adjustments, and the determination and enforcement of
liability and indemnification obligations arising from acts or events that
occurred while this Agreement was in effect.
2.3 In the event that the FERC (i) fails to accept this Agreement without
suspension or (ii) finds that this Agreement is not just and reasonable or
imposes conditions that are not acceptable to either Party, the Parties will use
commercially reasonable efforts to agree upon amendments or modifications of
this Agreement that would eliminate any such condition or result in a just and
8
reasonable finding by the FERC. If the Parties are unable to mutually agree upon
such amendment or modification within a reasonable period of time, the Parties
agree to proceed pursuant to Article 19 in order to attempt to resolve any
impasse or dispute.
2.4 In the event that this Agreement is terminated the Power Producer
agrees that it will reimburse the Company for all unpaid costs and expenses
expended by the Company in the installation of the Company's Interconnection
Facilities, up to the date of termination, plus actual removal costs and less
actual salvage value.
2.5 In the event of a changing law or regulation or the issuance of an
order or other directive by a regulatory authority with jurisdiction over either
Party that affects or may reasonably be expected to affect either "Party's"
performance under this Agreement, the Parties will negotiate in good faith any
amendment or amendments to this Agreement necessary to adapt the terms of this
Agreement to such change, order, or directive provided that the Parties are not
obligated to agree to such amendment which may adversely affect their current
economic positions as of the effective date of this Agreement. In the event that
the Parties are unable to mutually agree to such an amendment within a
reasonable time period, the Parties agree to proceed pursuant to Article 19 in
order to attempt to resolve any impasse or dispute. Nothing in this Agreement
shall limit the rights of the parties or the FERC under Section 205 or 206 of
the Federal Power Act and FERC's Rules and Regulations thereunder.
ARTICLE 3
RESPONSIBILITIES OF THE COMPANY
3.1 The Company shall:
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(a) Install all Company Interconnection Facilities at the Power
Producer's sole cost and expense in accordance with the terms and conditions and
the schedule set forth in Appendix E which is attached hereto and made a part
hereof. Payment of such costs and expenses shall be in accordance with the
schedule set forth in Appendix E hereof. The Company shall use reasonable
efforts to install all Company Interconnection Facilities within the estimated
costs set forth in Appendix E and shall inform the Power Producer of the amount
and reason for any increase in such estimated cost promptly after Company learns
of such cost increase.
The Company and Power Producer shall conduct periodic information
meetings concerning the construction milestones set forth in Appendix E. If the
Company is materially delayed in meeting the milestone dates for any reason,
excluding an event of Force Majeure, the Company, following its receipt of the
Power Producer's demand for adequate assurance, shall promptly take all
reasonable steps necessary to rectify the delay condition.
(b) Own, maintain, and operate Company Interconnection Facilities. The
Power Producer shall reimburse the Company for all actual and verifiable costs
and expenses including, but not limited to, overheads and applicable taxes,
directly associated with the maintenance and operation of the Company
Interconnection Facilities.
(c) Operate and maintain all Company Interconnection Facilities and the
Transmission System as part of the single PJM Control Area in accordance with
the provisions of the PJM Agreement and PJM Tariff, using due diligence, in
accordance with Good Utility Practice.
(d) Provide to the Power Producer all design specifications and
equipment characteristics for the interconnection of the Facility with the
Transmission System.
(e) Maintain in full force and effect at the Power Producer's sole cost
and expense all
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permits, licenses, rights of way and other authorizations as may be required to
maintain and operate the Company Interconnection Facilities.
(f) Upon the expiration of the Agreement and retirement of the
Facility, remove all Company Interconnection Facilities at the Power Producer's
sole cost and expense less salvage value.
3.2 Unless otherwise required by law, regulation, or Good Utility Practice,
the Company shall not be required at any time, at its expense or otherwise, to
upgrade or otherwise modify the Transmission System in order to accommodate the
interconnection of the Facility with the Transmission System.
3.3 The Company does not guarantee the non-occurrence of, or warrant
against, and the Power Producer releases the Company from, any claims or damages
associated with: (a) any interruption in the availability of Company
Interconnection Facilities or the Transmission System; or (b) damage to the
Facility resulting from electrical transients including, without limitation,
short circuits (faults), solar magnetic disturbances, or events of Force
Majeure, except to the extent caused by the Company's gross negligence or
willful misconduct.
ARTICLE 4
RESPONSIBILITIES OF THE POWER PRODUCER
4.1 The Power Producer shall:
(a) Own, maintain and operate the Power Producer Interconnection
Facilities and Protective Apparatus at its sole cost and expense.
(b) Maintain in full force and effect at its sole cost and expense all
permits, licenses,
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rights of way and other authorizations as may be required to maintain and
operate the Power Producer Interconnection Facilities and Protective Apparatus
unless otherwise required by law or regulation.
(c) Install, at its sole cost and expense, any and all equipment in
order to maintain the reliability of the Facility and all Interconnection
Facilities.
(d) Subject to any right of the Power Producer, or any entity
purchasing the output of the Facility, to schedule and sell ancillary services
under the PJM Agreement or the PJM Tariff, operate the Facility in accordance
with the appropriate voltage schedules and/or reactive schedules developed as
specified in Appendix C. Subject to the foregoing, if the Power Producer fails
to operate the Facility in accordance with Appendix C, the Company will provide
written notice to the Power Producer of the Company's intent to remedy that
failure. If the Power Producer does not promptly commence appropriate action
after receiving such notice, the Company may then take necessary action at the
Power Producer's expense to remedy such failure, including the installation of
capacitor banks or other reactive compensation equipment necessary to ensure the
proper voltage or reactive supply at the Facility. The Company shall take, to
the extent feasible, reasonable efforts to minimize the impact of such action,
in accordance with Good Utility Practice on the operation of the Facility.
(e) Make or assure that all necessary arrangements have been made under
the applicable tariffs for transmission service (i.e., from the Point of
Interconnection to Power Producer's load serving or end use customers), losses,
and ancillary services associated with the delivery of the capacity and/or
energy produced by the Facility, which services shall not be provided under this
Agreement.
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(f) Obtain capacity and/or energy for the purpose of satisfying the
Facility station service requirements or for any other uses by the Power
Producer.
(g) Make or assure that all necessary arrangements have been made under
the applicable tariffs for transmission service, losses, and ancillary services
associated with the use of the Transmission System for the delivery of capacity
and/or energy to the Facility for the purpose of supplying generation station
service or for any other service which is available and/or required under the
PJM Tariff or any retail wheeling tariff, including any distribution service
tariff or contract, in each case as may be amended from time to time.
(h) Operate, install and maintain at its sole cost and expense all
equipment required to control the Facility in accordance with Section 6.1.
(i) Maintain or cause to be maintained such records relating to the
Power Producer Interconnection Facilities as may be required by Good Utility
Practice or applicable law.
4.2 The Power Producer acknowledges that this Agreement does not encompass
transmission service for the output of the Facility under the PJM Tariff and
that, to the extent the Company is required under the PJM Tariff or the PJM
Agreement, including any direction of the PJM OI pursuant thereto, to upgrade,
reinforce or otherwise modify its Transmission System (other than the
installation of the Company Interconnection Facilities) to provide such
transmission service on behalf of the Power Producer, the Power Producer will be
responsible for the costs of such upgrades, reinforcements or modifications in
accordance with the terms of the PJM Tariff, the PJM Agreement or any other
applicable PJM agreements.
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ARTICLE 5
MODIFICATIONS TO FACILITIES, INTERCONNECTIONS
5.1 In the event the Power Producer plans additions, modifications or
replacements to the Facility, Power Producer Interconnection Facilities or
Protective Apparatus that will increase the Capacity of the Facility, the Power
Producer shall submit to the Company any and all plans and specifications that
the Company may reasonably request related to such additions, modifications or
replacements. Such specifications and plans shall be submitted by the Power
Producer not later than eighteen (18) months prior to the respective commercial
operation date for additions, modifications, or replacements to the Facility,
except as otherwise agreed to by the Company. Any such additions, modifications,
or replacements shall comply with the criteria imposed by the PJM OI, the MAAC
Reliability Principles and Standards, Good Utility Practice, and the criteria
included in Appendix C and Appendix D.
5.2 If the Power Producer plans any additions, modifications or
replacements to the Facility, Power Producer Interconnection Facilities or
Protective Apparatus that in the Company's view will not increase the amount of
Capacity to be delivered to the Company's electrical system, but could
reasonably be expected to affect the Transmission System, the Company
Interconnection Facilities, the operation of the Facility, the availability of
Capacity and/or the delivery of electric energy and capacity from the Facility,
the Power Producer shall give the Company reasonable notice, but not less than
sixty (60) days prior written notice thereof; provided, however, that the Power
Producer shall provide the Company with at least nine (9) months prior written
notice, and shall submit to the Company any and all plans and specifications
which the Company may reasonably request related to such additions,
modifications or
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replacements which involves Power Producer Interconnection Facilities or which
the Power Producer anticipates will result in an outage of the Facility for
thirty (30) days or more. All such additions, modifications, or replacements
shall: (a) comply with the criteria imposed by the PJM OI, the PJM Agreement,
the MAAC Reliability Principles and Standards, Good Utility Practice, and the
criteria included in Appendix C and Appendix D; (b) be accompanied by
appropriate information and operating instructions; and (c) be subject to review
and approval of the Company, which review shall be based on Good Utility
Practice. Failure by the Company to object to any such proposed addition,
modification or replacement within thirty (30) days and, in the case of the
proviso to the first sentence of this Section, ninety (90) days following the
Company's receipt of notice thereof shall be deemed acceptance thereof by the
Company.
5.3 The Company shall inform the Power Producer of any additions,
modifications, or replacements to the Transmission System or the Company
Interconnection Facilities that are necessary as a result of the addition,
modification, or replacement to the Facility made pursuant to Sections 5.1 or
5.2. The Power Producer shall reimburse the Company for all costs incurred by
the Company associated with any modifications, additions, or replacements made
to the Company Interconnection Facilities or the Transmission System related to
any proposed additions, modifications, or replacements of the Facility to the
extent reasonably required by the Company including, but not limited to those
necessary to meet different voltage requirements of the Transmission System or
to enhance the Transmission System, regardless of whether the expanded Facility
enters into (or has entered into) service or is interconnected with the
Transmission System. The Company shall provide an estimate as early as
practicable.
5.4 The Company's acceptance of the Power Producer's interconnection plans
and
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specifications for any proposed additions, modifications, or replacement of the
Power Producer's Facility whether pursuant to this Agreement and the Company's
participation in interconnected operations with the Power Producer are not, and
shall not be construed as its: (a) confirmation or endorsement of the design of
the Facility, Power Producer Interconnection Facilities or Protective Apparatus;
(b) warranty of safety, durability or reliability of the Facility or equipment
appurtenant thereto; (c) assumption of responsibility for strength, details of
design, adequacy, or capability of the Facility, Power Producer Interconnection
Facilities or Protective Apparatus; or (d) endorsement or warranty.
5.5 The Power Producer shall modify, at its sole cost and expense (only to
the extent responsibility for such costs and expenses are not allocated to the
Company or a third party consistent with FERC policy), the Interconnection
Facilities and/or Protective Apparatus as may be reasonably required to conform
with changes to Good Utility Practice or to conform with additions,
modifications, or replacements required by PJM Interconnection L.L.C.
5.6 The Power Producer shall compensate the Company for all reasonable
costs and fees required to enable the Company to fulfill its obligations under
this Agreement including any tax liability, any costs of acquiring land
necessary for the Interconnection Facilities, the costs and fees of all permits,
licenses, franchises or regulatory or other approvals necessary for the
construction, maintenance and operation of any Interconnection Facilities.
5.7 The Company may undertake additions, modifications, or replacements of
its Transmission System or Company Interconnection Facilities. If such
additions, modifications, or replacements might reasonably be expected to affect
the Power Producer's operation of the Facility, the Company shall provide
written notice to the Power Producer in a manner consistent
16
with FERC Order No. 889 prior to undertaking such additions, modifications, or
replacements. Any such additions, modifications, or replacements shall comply
with Good Utility Practice. The Company shall use reasonable efforts with
respect to such addition, modification, or replacement to minimize any adverse
impact on the Facility.
ARTICLE 6
OPERATION
6.1 The Facility, all Interconnection Facilities and Protective Apparatus
shall be operated and maintained in accordance with Good Utility Practice,
including, without limitation, those with regard to synchronization, voltage and
reactive power control, and in compliance with all permits, licenses, laws,
rules and regulations applicable thereto. Operation and maintenance of all
Interconnection Facilities shall at all times conform to applicable requirements
and guidelines adopted by the PJM OI and the Company as set forth in Appendix C
and Appendix D, and modified by the PJM OI and/or the Company respectively from
time to time.
6.2 The Power Producer shall be required to comply with the requests,
orders, and directives of the Company to the extent such requests, orders or
directives are (a) necessary to comply with Good Utility Practice, and (b) in
accordance with applicable tariffs and the PJM Agreement.
6.3 In the event the Power Producer believes that a request, order, or
directive of the Company exceeds the limitations in Section 6.2, it shall
nevertheless comply with the request, order, or directive of the Company pending
resolution of the dispute under Article 19. The Parties agree to cooperate in
good faith to expedite the resolution of any disputes arising under
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Sections 6.2 and 6.3.
6.4 If it appears to the Company at any time, in the reasonable exercise of
its judgment in accordance with Good Utility Practice, that the operation of the
Facility or any Interconnection Facility is adversely affecting or may adversely
affect the quality of service rendered by the Company (including transmission or
distribution services and services provided to end users), or is interfering or
may interfere with the safe and reliable operation of the Transmission System or
the regional transmission system, the Company may, upon such notice specified
below, disconnect the Facility from the Transmission System and/or curtail,
interrupt, or reduce energy deliveries from the Facility until the condition has
been corrected. In the event of an Emergency, the Company may immediately take
any and all steps it reasonably believes to be necessary to mitigate or cure the
Emergency condition including, without limitation, disconnecting the Facility
from the Transmission System. The Company shall use reasonable efforts to (i)
minimize, to the extent practicable under the circumstances, any such
disconnection, curtailment, interruption, or reduction, (ii) provide the Power
Producer with prior notification of any such disconnection, curtailment,
interruption, or reduction, to the extent practicable, (iii) resume acceptance
of electric energy as promptly as practicable following elimination of the
condition causing the disconnection, curtailment, interruption, or reduction,
and (iv) confer with the Power Producer regarding the interfering conditions
that gave rise to the disconnection, curtailment, or reduction.
ARTICLE 7
MAINTENANCE NOTIFICATION AND COORDINATION
7.1 The Power Producer shall maintain, at its own expense, the Power
Producer
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Interconnection Facilities and Protective Apparatus. The Company shall maintain
the Company Interconnection Facilities. The Power Producer shall reimburse the
Company for all actual and verifiable costs and expenses including, but not
limited to, overheads and applicable taxes directly associated with the
maintenance and operation of the Company Interconnection Facilities.
7.2 In accordance with Good Utility Practice, the Company may remove the
Interconnection Facilities from service as necessary, in the reasonable exercise
of the Company's judgment, to perform maintenance or testing or to install or
replace equipment on the Company Interconnection Facilities or the Transmission
System. Unless an Emergency exists or the risk of one in the Company's view is
imminent, the Company shall, if practical, give the Power Producer prior notice
of the removal. The Company shall use due diligence to restore the
Interconnection Facilities to service as promptly as practicable.
7.3 If the Company determines, in its sole judgment, that the Power
Producer is maintaining the Power Producer's Interconnection Facilities and
Protective Apparatus in a manner which may lead to an Emergency condition, the
Power Producer, within thirty (30) days of notification thereof from the
Company, shall take all reasonable steps to conform its maintenance practices to
the requirements of Good Utility Practice and this Agreement.
7.4 At any reasonable time upon advance notice, each Party shall permit the
representatives of the other Party access to the records for its interconnection
facilities in order to examine, inspect and test such records. In the event of
an Emergency, the Power Producer shall ensure that Company representatives have
immediate and unimpeded access to the Power Producer Interconnection Facilities
as necessary to address the Emergency in accordance with Good Utility Practice
working with the Power Producer. The Power Producer hereby grants to the Company
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the right to enter upon the Power Producer's property for such purposes.
ARTICLE 8
REVENUE METERING
8.1 The Company shall utilize Revenue Meters to measure the electrical
energy on an hour-by-hour basis, or such shorter intervals as may be agreed
upon, at the Point of Interconnection in order to determine the transfer of
energy between the Parties.
8.2 All Revenue Meters shall be of advanced meter design that have an
internal recorder and a communications capability that the Company can utilize
to retrieve diagnostic messages, the recorded transfer of energy between the
Parties, and any other information deemed necessary by the Company. The Power
Producer may, at its sole cost and expense, install telemetering or other
communications equipment to retrieve such information as is deemed necessary by
the Power Producer.
8.3 The Parties shall agree that, if the Revenue Meters and analog
equipment and the Point of Interconnection are not at the same location
electrically, the metering data shall be adjusted, or the Revenue Meters shall
be compensated, as the Company shall deem appropriate, to record delivery of
electricity in a manner that accounts for the total (load plus no-load)
electrical energy losses occurring between the metering point and the Point of
Interconnection, both when the Power Producer is delivering energy to the
Company and when the Company is delivering station service energy to the
Facility, or for any other use.
8.4 In the event that the Company's Revenue Meters at any time fail to
register, or should their registration be so erratic so as to be meaningless,
the hourly energy transferred between the
20
Parties shall be determined from the best information available, including, but
not limited to, the Power Producer's meters, operator's logs and real-time
communications data of the meter results.
8.5 If at any time, any Revenue Meters and analog equipment is found to be
inaccurate by a margin greater than that allowed under the applicable criteria,
rules, and standards, the Company shall cause the Revenue Meters and analog
equipment to be made accurate or replaced at the Power Producer's expense. Meter
readings for the period of inaccuracy shall be adjusted insofar as the extent of
the inaccuracy can be reasonably ascertained; provided, however, no adjustment
shall be made for meter readings made prior to the point in time halfway between
the time of the last test that showed the Revenue Meters and analog equipment in
question to be functioning accurately and the time the subsequent inaccuracy is
corrected, except by agreement of the Parties.
8.6 The Company shall read and report Revenue Meter data to the Power
Producer. The Power Producer shall have the right to read the Revenue Meters
upon reasonable notice to the Company.
8.7 The Parties shall each keep and maintain accurate and detailed records
relating to the Revenue Meters for a period of not less than seven (7) years.
Such records shall be made available for inspection by either Party or any
governmental agency having jurisdiction with respect thereto during normal
business hours upon reasonable notice.
8.8 The Company shall at the Power Producer's expense (i) install, own,
maintain, and repair and have the right to change the location of all Revenue
Meters, instrument transformers and appurtenances associated with the Revenue
Meters, and analog equipment (transducers and telemetry) and (ii) install, own,
maintain, and repair all additional or updated metering and
21
associated equipment, as mutually agreed upon by the Parties, needed to update
its metering facilities, in accordance with Good Utility Practice.
8.9 The Company shall, at the Power Producer's expense, test all Revenue
Meters and analog equipment at such time as Company deems reasonably necessary
in accordance with all applicable regulatory requirements or standards. However,
all Revenue Meters and analog equipment shall be tested at least once every two
(2) years.
8.10 Upon written request by the Power Producer, the Company shall test
designated Revenue Meters and analog equipment more frequently than once every
two (2) years. In the event a test requested by the Power Producer establishes
such Revenue Meters to be registering inaccurately by more than one (1%) percent
of full scale, the cost of said test shall be borne by the Company. In all other
instances, the cost of any such test, regardless of which Party requests it or
the results thereof, shall be paid by the Power Producer.
8.11 The Company shall give reasonable notice to the Power Producer of the
time when any Revenue Meters and analog equipment test shall take place, and the
Power Producer may have representatives present at said test. Any Revenue Meters
found to be inaccurate by more than one (1%) percent of full scale or defective
shall be adjusted, repaired or replaced, at the sole cost and expense of the
Power Producer.
8.12 The Company shall install, own, and maintain, at the Power Producer's
expense, equipment, except for associated telephone link(s) which shall be the
sole responsibility of the Power Producer, for real-time communications,
real-time reactive power, hourly MWh information, interval revenue data and such
other information as the Company or the PJM OI may require. The Power Producer
shall install, operate, maintain and repair, at its own expense, an
22
operating telephone link(s) to provide information deemed necessary by the
Company or the PJM OI, or as reasonably deemed necessary by the Company, to
integrate operation of the Facility with the Transmission System.
ARTICLE 9
LAND RIGHTS AND ACCESS
9.1 The Power Producer hereby grants, or confirms its prior grant to the
Company, for nominal consideration, all necessary rights of way, easements, and
licenses as the Company may require to install, operate, maintain, replace and
remove the Company's metering equipment and other Company Interconnection
Facilities, including adequate and continuing access rights to the Power
Producer's property for any purpose reasonably related to this Agreement. The
Power Producer hereby agrees to execute such grants, deeds, licenses,
instruments and other documents as the Company may require to enable it to
record such rights of way, easements and licenses.
ARTICLE 10
INSURANCE
10.1 The Power Producer shall keep the Facility continuously insured against
loss or damage in amounts and for risks that property of similar character is
usually so insured by entities owning and operating like properties.
10.2 The Power Producer, the operator of the Facility, and their respective
successors and assigns shall procure or cause to be procured and shall maintain
in effect continuously during the term of the Agreement the following minimum
insurance coverages:
23
Type of Coverage Liability Limits
- ---------------- ----------------
Worker's Compensation Statutory
Employer's Liability $500,000 per occurrence/injury
Comprehensive/General $1,000,000 combined single limit,
Liability including: each occurrence
$2,000,000 aggregate limit
applicable for the Facility
Bodily Injury
Property Damage
Blanket Contractual
Underground Explosion and Collapse Hazard
Products and Completed Operations Hazard
Broad Form Property Damage
Personal Injury
Automobile Liability
(Owned, Hired, Non-Owned)
Bodily Injury $1,000,000 combined single limit
Property Damage
Commercial Umbrella Liability $9,000,000 per occurrence
following form of
Commercial General Liability,
Automobile Liability and
Employers Liability
10.3 In order to meet changed circumstances or changes in industry practice
in a manner consistent with the requirements of Section 10.1, the Company may
notify the Power Producer of a proposed change to the types of coverage or the
liability limits set forth in Section 10.2. The Parties agree to negotiate in
good faith to revise the provisions of Section 10.2 within ninety (90) days of
such notice or such other time period as the Parties agree upon for such
negotiations.
24
10.4 All insurance policies identified in Section 10.2, except Worker's
Compensation Insurance, shall name the Company as an additional insured.
10.5 The Power Producer's liability insurance (other than its Worker's
Compensation Insurance) shall include provisions or endorsements (i) stating
that such insurance is primary insurance with respect to the interest of the
Company and that any insurance maintained by the Company is excess and not
contributory insurance with the insurance required hereunder, and (ii) providing
that such policies shall not be canceled or their limits of liability reduced
except upon thirty (30) days prior written notice to the Company.
10.6 The Power Producer shall provide and shall continue to provide to the
Company during the term the Agreement (including any extensions), by delivering
to its corporate office at 2800 Pottsville Pike, P.O. Box 16001, Reading,
Pennsylvania 19640-0001, Attention: Manager - Transmission Investment Planning,
properly executed and current certificates of insurance relative to insurance
policies. Certificates of insurance shall provide the following information:
(i) Name of insurance company, policy number and expiration date.
(ii) The coverage required and the limits on each, including the amount
of deductibles or self-insured retentions, which shall be for the
account of the Power Producer.
(iii) A statement indicating that the Company shall receive at least
thirty (30) days prior written notice of cancellation or reduction of
liability limits with respect to said insurance policies, and
(iv) To the extent applicable, a statement indicating that the Company
has been named as an additional insured.
10.7 A copy of each insurance policy, certified as a true copy by an
authorized
25
representative of the issuing insurance company, or in lieu thereof or in
addition thereto, at the Company's discretion, a certificate in form
satisfactory to the Company certifying to the issuance of such insurance, shall
be furnished to the Company not less than ten (10) days prior to the
interconnection of the Facility and fifteen (15) days prior to the expiration
date of each such policy and/or certificate.
10.8 The Company shall have the right to inspect the original policies of
insurance applicable to this Agreement at the Power Producer's place of business
during regular business hours.
ARTICLE 11
PERFORMANCE
11.1 If at any time the Power Producer fails to operate, maintain,
administer, or insure the Facility, the Power Producer Interconnection
Facilities or Protective Apparatus, the Company may, following prior written
notice and the right of the Power Producer to cure such condition within thirty
(30) days after the Power Producer's receipt of notice, immediately disconnect
the Facility from the Transmission System or otherwise refuse to accept electric
energy and capacity for delivery.
11.2 If, in the sole judgment of the Company exercised in accordance with
Good Utility Practice, operation of the Facility, the Power Producer
Interconnection Facilities or Protective Apparatus endangers the safety of the
Company's personnel or the safe operation of the Company's electrical system or
the electrical systems of others to which the Company's electrical system is
directly or indirectly interconnected, the Company may immediately disconnect
the Facility from the Transmission System or otherwise refuse to accept electric
energy and capacity for delivery therefrom until such condition has been
corrected to the Company's satisfaction in a
26
manner consistent with Good Utility Practice.
11.3 The Power Producer shall be solely responsible for correcting any
condition necessitating such disconnection. If the condition is corrected in
accordance herewith, the Company shall use reasonable efforts to promptly
reconnect the Facility.
11.4 The Parties shall use due diligence to perform their respective
obligations under this Agreement. However, in the event that either Party is
delayed in or prevented from performing or carrying out its obligations under
this Agreement by reason of Force Majeure as defined herein, such Party shall
not be liable to the other Party for or on account of any loss, damage, injury
or expense resulting from or arising out of such delay or prevention; provided,
however, that the Party encountering such delay or prevention shall use due
diligence to remove the cause or causes thereof.
ARTICLE 12
LIABILITY AND DEDICATION
12.1 Nothing in this Agreement shall be construed to create any duty to,
standard of care with respect to, or any liability to any person not a Party to
this Agreement.
12.2 Neither the Company nor the Power Producer, nor their respective
officers, directors, partners, agents, employees, or Affiliates, shall be liable
to the other Party or its Affiliates, officers, directors, partners, agents,
employees, successors or assigns, for claims for incidental, special, indirect
or consequential damages of any nature connected with or resulting from
performance or non-performance of this Agreement, including without limitation,
claims in the nature of lost revenues, income or profits or losses, damages or
liabilities under any financing,
27
lending, construction, or maintenance contracts, agreements or arrangements to
which the Power Producer may be party irrespective of whether such claims are
based upon warranty, negligence, strict liability, contract, operation of law or
otherwise. The provisions of this section 12.2 shall survive the termination,
cancellation, suspension, completion or expiration of this Agreement.
12.3 No undertaking by either Party under any provision of this Agreement
shall constitute the dedication of that Party's electrical system, equipment or
facilities, or any portion thereof, to the other Party or to the public, nor
affect the status of the Company as a public utility corporation.
12.4 The Company does not, by acceptance of the Power Producer's
interconnection plans and specifications or by engaging in interconnected
operations with the Power Producer, assume any responsibility or liability for
damage or physical injury to (a) Company property or electrical equipment; (b)
the real or personal property of third persons or corporations not a party to
this Agreement; (c) the Facility, real property, equipment and/or facilities
and/or any appurtenances thereto of the Power Producer; and (d) any persons who
may come into contact with or upon the Facility, real property, equipment and/or
facilities(electric or gas) and/or any appurtenances thereto.
ARTICLE 13
INDEMNIFICATION
13.1 The Power Producer shall indemnify, hold harmless and defend the
Company, and its Affiliates, as the case may be, and their respective officers,
directors, employees, agents, partners, subcontractors, invitees and successors,
from and against any and all claims, liabilities, costs,
28
damages, losses, and expenses (including, without limitation, reasonable
attorney and expert fees, and disbursements incurred by the Company in any
action or proceeding between the Company and a third party, the Power Producer,
or any other party) for damage to property, injury to or death of any persons,
including the Company's employees or any third parties (collectively, "Company's
Damages"), to the extent caused wholly or in part by any act and/or omission,
negligent or otherwise, relating to the design, construction, ownership,
operation, or maintenance of the Facility, Power Producer Interconnection
Facilities and Protective Apparatus used in connection with this Agreement and
provided, however; that Power Producer, or its respective Affiliates, and
successors, and their respective officers, agents, directors, partners or
employees shall not be liable to the Company, its Affiliates, and successors,
and their respective agents, officers, directors, partners or employees for
incidental, special indirect or consequential damages of any nature connected
with or resulting from performance or non-performance of this Agreement. Company
hereto will furnish the Power Producer with written notification after the
Company becomes aware of any event or circumstances, or the threat thereof (but
in no event later than ten (10) days prior to the time any response is required
by law), which might give rise to such indemnification. At the Company's
request, the Power Producer shall defend (with counsel reasonably acceptable to
the Company) any suit asserting a claim covered by this indemnity and shall pay
all costs and expenses (including the cost of investigation and attorney's fees
and expenses) that may be incurred in enforcing this indemnity. The Company may,
at its own expense, retain separate counsel and participate in the defense of
any such suit or action.
13.2 The indemnity in Section 13.1 shall apply to all claims against the
Company including, but not limited to, all claims made or threatened by, or in
the name of or on behalf of the
29
Company's employees for personal injuries (including death) which arise in the
course of their employment; provided, however that said indemnity shall not
apply to any liability ultimately determined to be based upon the negligence of
the Company. The Power Producer hereby waives any defense it may otherwise have
under applicable workers' compensation laws.
13.3 In addition to Sections 13.1 and 13.2 above, the Power Producer shall
indemnify, hold harmless and defend the Company from and against any and all
liability, loss, cost, damage and expense, associated with any and all Federal,
State and/or local tax liability, arising out of, resulting from or in
connection with Power Producer's payment (or failure to pay) to the Company, of
the costs associated with the purchase and installation of any portion of the
Company's Interconnection Facilities, Protective Apparatus and/or any and all
associated and/or related structures, equipment, facilities and devices in
performance of, pursuant to or in connection with this Agreement, including any
expense resulting from such payment being deemed to be a Contribution In Aid of
Construction ("CIAC") pursuant to U.S. Internal Revenue Service Notices 88-129
and 90-60 (and any future applicable U.S. Internal Revenue Service notices),
which Notices are incorporated by reference herein. The foregoing
indemnification obligations of the Power Producer shall not, however, apply with
respect to any of the equipment or facilities referred to immediately above
which the Company has included in its rate base and is collecting revenues from
its customers. The Parties expressly acknowledge and agree that Sections 13.1,
13.2 and 13.3 shall survive the termination or expiration of this Agreement.
13.4 Power Producer shall provide the Company with an Independent
Engineering Certification (i.e., the professional engineer's seal shall be
affixed), as specified in IRS Notice 88-129, attesting that the anticipated
power flows through the Interconnection Facilities to the Power
30
Producer for the first ten years commencing with the taxable year in which the
Interconnection Facilities are placed in service, (or alternatively, for the
first nine years ignoring the year such facilities are placed in service) will
comprise no more than 5% of the projected total power flows over the
Interconnection Facilities. This engineering certification will be provided to
the Company within forty-five days of the execution of this Agreement. In the
event this certification is not provided to the Company, the Company retains the
right to include the tax gross-up in the final billing for the actual costs of
the Interconnection Facilities. In the event the 5% test, as specified in IRS
Notice 88-129, is exceeded during any measuring period, described in section
4(A) of Notice 88-129 (a "disqualifying event"), Power Producer agrees to make
the Company whole for any increase in the Company's Federal and State income tax
liabilities arising from this condition. This increase in the Company's Federal
and State income tax liabilities will be determined in accordance with the
requirements of IRS Notice 90-60, as amended or supplemented.
ARTICLE 14
REPRESENTATIONS, WARRANTIES AND COVENANTS
14.1 The Power Producer hereby represents and warrants as follows:
(a) The Power Producer is a limited liability company duly organized
validly existing and in good standing under the laws of the State of Delaware
and is duly registered and authorized to do business and in good standing in the
Commonwealth of Pennsylvania;
(b) The Power Producer has all requisite power and authority to carry
on the business to be conducted by it and to enter into and perform its
obligations under this Agreement;
31
(c) The execution and delivery of this Agreement and the Power
Producer's performance of its obligations hereunder have been duly authorized by
all necessary action on the part of the Power Producer and do not and will not
conflict with or result in a breach of the Power Producer's charter documents or
by-laws or any indenture, mortgage, other agreement or instrument subject to
receipt of all necessary regulatory approval, or any statute or rule,
regulation, order, judgment or decree of any judicial or administrative body to
which the Power Producer is a party or by which the Power Producer or any of its
properties is bound or subject.
14.2 The Company hereby represents and warrants as follows:
(a) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of Pennsylvania.
(b) The Company has the corporate power and authority to own its
properties, carry on its electric utility business as now being conducted, enter
into this Agreement and the transactions contemplated hereby, and perform and
carry out all covenants and obligations on its part to be performed under and
pursuant to this Agreement.
(c) The execution and delivery of this Agreement by the Company and the
performance of its obligations hereunder have been duly authorized by all
necessary corporate action on the part of the Company.
(d) This Agreement is the valid and binding obligation of the Company,
enforceable with its terms except that, in the Company's view, (i) such
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws from time to time in effect that affect creditors' rights generally or by
general principles of equity, and (ii) contracts entered into by the Company may
be subject to the power and authority of state and/or federal regulatory
agencies.
32
ARTICLE 15
EVENTS OF DEFAULT
15.1 Any one of the following shall constitute an event of default under
this Agreement:
(a) A breach of any material term or condition of this Agreement,
including but not limited to any material breach of a representation, warranty
or covenant made in this Agreement, including the Appendices. Failure by a Party
to provide any required schedule, report or notice hereunder may constitute a
material breach hereof if such failure is not cured within sixty (60) days after
notice to the defaulting Party.
(b) The failure or refusal of a Party to permit the representatives of
the other Party access to the maintenance records, or its Interconnection
Facilities or Protective Apparatus in order to examine, inspect and test such
records.
(c) A receiver or liquidator or trustee of either Party or of any of
its property shall be appointed by a court of competent jurisdiction, and such
receiver, liquidator or trustee shall not have been discharged within sixty (60)
days; or by decree of such a court, a Party shall be adjudicated bankrupt or
insolvent or any substantial part of its property shall have been sequestered,
and such decree shall have continued undischarged and unstayed for a period of
sixty (60) days after the entry thereof; or a petition to declare bankruptcy or
to reorganize a Party pursuant to any of the provisions of the Federal
Bankruptcy Code, as now in effect or as it may hereafter be amended, or pursuant
to any other similar state statute as now or hereafter in effect, shall be filed
against a Party and shall not be dismissed within (60) days after such filing;
or
(d) A Party shall file a voluntary petition in bankruptcy under any
provision of any federal or state bankruptcy law or shall consent to the filing
of any bankruptcy or reorganization
33
petition against it under any similar law; or, without limiting the generality
of the forgoing, a Party shall file a petition or answer or consent seeking
relief or assisting in seeking relief in a bankruptcy under any provision of any
federal or state bankruptcy law or shall consent to the filing of any bankruptcy
or reorganization petition against it under any similar law; or, without
limiting the generality of the foregoing, a Party shall file a petition or
answer or consent seeking relief or assisting in seeking relief in a proceeding
under any of the provisions of the Federal Bankruptcy Code, as now in effect or
as it may hereafter be amended, or pursuant to any other similar state statute
as now or hereafter in effect, or an answer admitting the material allegations
of a petition filed against if in such a proceeding; or a Party shall make an
assignment for the benefit of its creditors; or a Party shall admit in writing
its inability to pay its debts generally as they become due; or a Party shall
consent to the appointment of a receiver, trustee, or liquidator of it or of all
or any part of its property.
(e) The failure of either Party to provide the other Party reasonable
written assurance of its ability to perform fully and completely any of its
material duties and responsibilities under this Agreement within sixty (60) days
of any reasonable request for such assurances by a Party hereto.
15.2 (a) Upon the occurrence of an event of default, the Party not in
default may give written notice of the default to the defaulting Party. Such
notice shall set forth, in reasonable detail, the nature of the default and,
where known and applicable, the steps necessary to cure such default. The
defaulting Party shall have sixty (60) days following receipt of such notice
either to (i) cure such default or (ii) commence in good faith all such steps as
are appropriate to cure such default in the event such default cannot, in the
reasonable judgment of such non-defaulting Party,
34
be completely cured within such sixty (60) day period.
(b) If the defaulting Party fails to cure such default or take such
steps as provided under subparagraph (a) above, this Agreement may be terminated
by written notice to the Party in default hereof. This Agreement shall thereupon
terminate and the non-defaulting Party may exercise all such rights and remedies
as may be available to it to recover damages caused by such default.
(c) Notwithstanding the foregoing, upon the occurrence of any such
event of default, the non-defaulting Party shall be entitled (i) to commence an
action to require the defaulting Party to remedy such default and specifically
perform its duties and obligations hereunder in accordance with the terms and
conditions hereof and (ii) to exercise such other rights and remedies as it may
have at equity or at law subject however to the provisions of Article 12 .
15.3 The Company shall be entitled to operate and/or purchase from the Power
Producer such DC power systems, protection and metering circuit components,
Supervisory Control and Data Acquisition ("SCADA") equipment, transformers,
secondary systems, communications equipment, building facilities, software,
documentation, structural components; and other facilities and appurtenances
that are necessary for the Company to operate and maintain the Transmission
System if: (a) the Power Producer shall commence any case under federal
bankruptcy laws or other proceeding under any similar law or any jurisdiction
for
35
the relief of debtors, or shall petition or apply for the appointment of a
trustee or other custodian, liquidator, or receiver for the Power Producer or
for any substantial part of the Power Producer's Facilities; (b) a decree or
order for relief shall be entered in respect of the Power Producer in an
involuntary case under federal bankruptcy laws or in any other proceeding under
any similar law of any jurisdiction for the relief of debtors or a decree or
order shall be entered appointing a trustee or other custodian, liquidator, or
receiver for the Power Producer or for any substantial part of the Power
Producer's Facilities and such a decree or order is not dismissed within sixty
(60) days after it is entered; or (c) the Power Producer shall cease its
operations for more than thirty (30) consecutive days without having an
assignee, successor, or transferee in place.
Upon the occurrence of any of the foregoing events, the Company shall
give the Power Producer or the Power Producer's assignee, successor or
transferee written notice, pursuant to Article 17, of its intent to implement
its rights under this Section 15.3, which notice shall specify the actual or
alleged failure of the Power Producer to comply with its obligations or duties.
If the failure endangers life or property, or impairs or creates a significant
risk to the safety, reliability, stability, or integrity of the Transmission
System, the Company may implement this Section 15.3 without such prior notice as
necessary in its judgment to avert such condition.
ARTICLE 16
ASSIGNMENT
16.1 No Party may assign, transfer or otherwise encumber or dispose of this
Agreement or any rights, duties, interests or obligations hereunder without the
prior written consent of the other Party; provided, however, that the Company
may at any time and without the consent of the Power Producer, assign this
Agreement together with its rights, interests, duties or obligations hereunder
to any Affiliate of the Company or any successor entity; provided, further, that
in any event the assignee shall agree to be bound by all of the terms and
conditions hereof to the same extent as the Company. Notwithstanding the
foregoing, the Power Producer may assign and
36
encumber its respective rights under this Agreement in favor of the Lenders
without the consent of the Company. The Lenders may further assign this
Agreement to other persons following the prior consent of the Company which
shall not be unreasonably withheld. Provided, further, that in any event the
assignee shall agree to be bound by all of the terms and conditions hereof to
the same extent as the Power Producer. Each Party shall give its consent to
assignments made in accordance with this Article in the form reasonably
requested by the interested Party. In the event of an assignment without consent
as set forth above, the assigning Party agrees to provide the other Party with
prompt notice of such assignment.
16.2 In the event of any sale, transfer, assignment, lease or any other
disposition of the Facility or any substantial portion thereof by the Power
Producer, or upon termination of the Agreement, or termination of any operation
at the Facility, the Power Producer hereby agrees to indemnify and hold harmless
the Company for any and all costs, expenses, liabilities and damages (including
reasonable attorneys' fees) for which the Company may be obligated in order to
comply with any applicable requirements of the federal, state, or local
regulations.
ARTICLE 17
NOTICES
17.1 All notices required or permitted under this Agreement shall be in
writing and shall be personally delivered or sent by certified United States
mail, postage prepaid, telex, facsimile transmission, or overnight express mail
or courier service addressed as follows:
37
If to the Power Producer to: Patricia Rollin
Vice President
AES Ironwood, L.L.C.
1001 North 19th Street
Arlington, VA 22209
If to the Company to: Bradley J. Breidinger
Manager - Transmission Investment Planning
GPU Energy
2800 Pottsville Pike
Post Office Box 16001
Reading, PA 19640-0001
and
GPU Energy
Legal Department
2800 Pottsville Pike
Post Office Box 16001
Reading, PA 19640-0001
or to such other person at such other address as a Party shall designate by like
notice to the other Party.
17.2 Unless otherwise provided herein, all notices hereunder shall be deemed
to be given when sent pursuant to Section 17.1 mailed or personally delivered.
ARTICLE 18
AMENDMENT AND MODIFICATION
18.1 This Agreement may not be amended or modified except by a written
instrument signed by each of the Parties hereto.
18.2 Nothing contained in this Agreement shall be construed as affecting in
any way the right of the Company to unilaterally make application to FERC for a
change in rates, terms and conditions, charges, classification of service, rule
or regulation under Section 205 of the Federal Power Act or applicable laws and
requirements.
38
18.3 Nothing contained in this Agreement shall be construed as affecting in
any way the ability of the Power Producer to exercise its rights under the
applicable rules and requirements of the Federal Power Act and pursuant to
FERC's rules and regulations promulgated thereunder.
ARTICLE 19
DISPUTES
19.1 Any claim or dispute, which either Party may have against the other,
arising out of the Agreement shall be submitted in writing to the other Party
not later than thirty (30) days after the circumstances which gave rise to the
claim or dispute have taken place. The submission of any claim or dispute shall
include a concise statement of the question or issue in dispute, together with
relevant facts and documentation to fully support the claim.
19.2 If any such claim or dispute arises, the parties shall attempt to
resolve the claim or dispute, initially through good faith negotiations or upon
the failure of such negotiations, through Alternative Dispute Resolution ("ADR")
techniques in accordance with the Model Procedure for Mediation of Business
Disputes as published by the Center for Public Resources; however, either Party
may terminate its participation in ADR during any stage of ADR and proceed under
section 19.3.
19.3 If any claim or dispute arising hereunder is not resolved pursuant to
section 19.2, either Party may, upon giving the other Party at least ten (10)
days prior written notice, initiate litigation to submit such claim or dispute
for decision by a court of competent jurisdiction of the Commonwealth of
Pennsylvania in accordance with the laws of the Commonwealth of Pennsylvania.
39
19.4 Nothing in this Article 19 shall restrict the rights of any Party to
file a complaint with FERC under relevant provisions of the Federal Power Act.
ARTICLE 20
MISCELLANEOUS
20.1 Except as may be otherwise provided herein, the duties, obligations and
liabilities of the Parties hereto are intended to be several and not joint or
collective. Nothing contained in this Agreement shall ever be construed to
create an association, trust, partnership, or joint venture or impose a trust or
partnership duty, obligation or liability or agency relationship on or with
regard to either Party. Each Party shall be individually and severally liable
for its own obligations under this Agreement.
20.2 Any waiver at any time by either Party of its rights with respect to a
default under this Agreement, or with respect to any other matters arising in
connection with this Agreement, shall not be deemed a waiver with respect to any
subsequent default or any other matter.
20.3 All indexes, titles, subject headings, section titles and similar items
are provided for the purpose of reference and convenience only and are not
intended to be inclusive, definitive or to affect the meaning of the contents or
scope of this Agreement.
20.4 The Company shall prohibit its employees from using their official
position for personal financial gain, or from accepting any personal advantage
from anyone under circumstances which might reasonably be interpreted as an
attempt to influence the recipients in the conduct of their official duties. The
Power Producer and its employees and representatives shall not, under
circumstances which might reasonably be interpreted as an attempt to influence
the recipients in
40
the conduct of their duties, extend any gratuity or special favor to employees
of the Company.
20.5 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania applicable to contracts made and to
be performed in that State, irrespective of the application of any conflicts of
laws provisions.
20.6 This Agreement supersedes any and all oral or written agreements and
understanding heretofore made relating to the subject matter hereof.
20.7 (a) Upon the Power Producer's written request, the Company shall
maintain and not disclose to any Party, except Authorized Parties, as defined
below, Confidential Information, as defined below, which is disclosed to the
Company by the Power Producer hereunder.
(b) For purposes hereof, "Confidential Information" means contracts,
insurance policies, documents, plans, drawings, specifications and other
information which the Power Producer maintains as confidential and which is
clearly so marked or identified when it is disclosed to the Company, except that
Confidential Information shall not include information which (i) is available to
the public, (ii) becomes available to the public other than as a result of a
breach by the Company of its obligations hereunder, (iii) was known to the
Company prior to its disclosure to the Company by the Power Producer, or (iv) is
required to be disclosed pursuant to statute, rule, regulation or order or any
court, governmental authority or regulatory body.
(c) For purposes hereof, "Authorized Party" means any officer,
employee, representative, agent or attorney of the Company or any officer,
employee, representative, agent or attorney of any Affiliate of the Company
whose duties include the negotiation, evaluation, approval, performance or
administration of this Agreement and who needs to know the Confidential
Information in order to perform his duties.
41
20.8 No information relating to this Agreement may be published or released
for publication by the Power Producer without the prior written approval of the
Company, which shall not be unreasonably withheld; provided, however, that the
foregoing shall not restrict the Power Producer from making any filing or public
disclosure with respect to this Agreement which may be required by applicable
law.
20.9 This Agreement may be executed in any number of counterparts, and all
such counterparts executed and delivered, each as an original, shall constitute
but one and the same instrument.
20.10 Should any provision of this Agreement be held invalid or
unenforceable, such provisions shall be invalid or unenforceable only to the
extent of such invalidity or unenforceability without invalidating or rendering
unenforceable any other provision hereof.
20.11 The Company shall furnish such information, certificates, opinions of
counsel, consents to assignment or pledge and other documents and assistance as
may be reasonably requested by the Lenders in connection with the financing of
the Facility. The Company agrees to negotiate in good faith concerning any
reasonable amendment or addition to this Agreement required by any Lender in
connection with the financing of the Facility. The Power Producer shall
reimburse the Company for any and all costs associated with furnishing such
information including reasonable attorneys fees.
42
IN WITNESS WHEREOF, the Parties by their authorized representatives
have executed this Agreement as of the day and year first set forth above.
ATTEST: AES IRONWOOD, L.L.C.
/s/ Alicia Slinn By: /s/ Patricia L. Rollin
- ---------------------------- ----------------------------
ATTEST: METROPOLITAN EDISON COMPANY
d/b/a GPU ENERGY
/s/ William C. Matthews By: /s/ R. S. Zechman
- ---------------------------- ----------------------------
43
APPENDIX A
Description of Facility
1. Written Description of the Facility to include the location, type, size
and capacity of the Facility
2. Topographical Map to locate the facility
3. One-Line Interconnection Diagram that includes a description of the
Company and Power Producer Interconnection Facilities
A1
IRONWOOD FACILITY DESCRIPTION
Net Facility Capacity at 92F = 655MW +/- 10%
Expected Capacity at ISO conditions (59F) = 705MW +/- 10%
The Site is located off Prescott Road, in South Lebanon Township, PA. The Site
elevation is 507 feet above sea level. With the exception of the twin flue stack
and the HRSG drums, all buildings and structures comprising the Facility are not
more than 75 feet tall.
The Facility main power block consists of two Westinghouse 501G combustion
turbine-generators with their associated heat recovery steam generators and
ancillary plant, and a single 240MW steam turbine generator with side
condensers. The three turbine generators are arranged in the turbine building,
which is connected to the control building. The heat recovery steam generators
are located outside, to the east of the turbine house. Other plant buildings and
structures outside of the main power block include the following:
Water Treatment plant
Zero liquid discharge facility
Cooling towers
Fuel oil storage tank (No 1 GT fuel or similar)
Fuel oil unloading facilities
Gas metering station
Gas compressor building
Administration building
Workshop and store
The turbine generators will be nominally rated at 288MVA, 0.9 power factor
lagging and can operate at approximately 0.95 power factor leading (measured at
the generator), 16kV at 60Hz., 0.53 short circuit ratio, and 60 psi rated
hydrogen pressure.
The Facility will be capable of operation with a voltage range of +/- 5% on the
230kV system.
The Facility will be supplied with three generator start up transformers rated
at 300MVA, 16% impedance, with off line tap changing, and two auxiliary
transformers.
Interconnection with the GPU system will be via a 230kV single bus, single
breaker out door substation with two transmission lines.
The Facility has no black start capability.
A2
TOPOGRAPHICAL MAP
AES IRONWOOD
[LOCATION MAP GRAPHIC OMITTED]
A3
INTERCONNECTION ONE LINE DIAGRAM
AES IRONWOOD
[TOTAL GENERATING CAPACITY GRAPHIC OMITTED]
A4
APPENDIX B
Interconnection Facilities
The following information is included in Appendix B:
1. Detailed one-line diagram
2. List of equipment
3. Design characteristics
It is understood by the Parties that the information contained in Appendix B is
preliminary and included to show the general concepts of the Interconnection
Facilities. Additional items for interconnection and reinforcement may be
identified, the interconnection configuration may change, and specific material
items and quantities may change.
B1
INTERCONNECTION ONE LINE DIAGRAM
AES IRONWOOD
[ASSET STRATEGY GRAPHIC OMITTED]
B2
EQUIPMENT TO BE PROVIDED BY THE POWER PRODUCER
230kV Switchyard including but not limited to the following
Three 300MVA Generator Step Up Transformers
Two Station Auxiliary Tranformers
Power Circuit Breakers
Disconnect Switches
Surge Arrestors
Instrument Transformers
Control and Protective Relay Panels
Switchyard Storage Battery
Switchyard Battery Charger
Low Voltage switchboard
Miscellaneous Switchyard Equipment
Switchyard Equipment Installation
Design and Fabrication of Substation structures
Cast in Place concrete for substation structures
Excavation and Fill
Aggregate surfacing
Chain link Fencing
Revenue Metering System
Back up metering system
Voice and Data telephone circuits
SCADA system
Protective Relaying as required by Appendix D to this Agreement
EQUIPMENT TO BE PROVIDED BY THE COMPANY
Item 1 - 230 kV Line Tap on Existing North-South Transmission Line West of
Project Site
Quantity Description
1 Steel Pole Tap Structure
Insulators and Hardware
Item 2 - Ironwood Substation, 230 kV Switch Yard
Quantity Description
1 230 kV 2000A Circuit Breaker (40 kA)
4 230 kV 2000A Disc Switch
2 M.O. Mechanism-230 kV
B3
4 230 kV Line Termination
4 230 kV Switch Stand
12 230 kV 1Ph Bus&Stand
2 230kV CCVT, w/Carrier Acc., 1200/2000:1, 0.003 mfd
2 230kV CCVT Stand, 6'0" (Steel)
2 230 kV Wave Trap
6 Chain Link Fence - 100 ft
10 Grading Fill-1000 Cu Yd
1 Grdg-4/0 Per 1000Sq Ft
20 Conduit 100ft
1 Building, 28x36, +Installation, w/Heat Pump
1 125 Vdc Charger (12A)
1 125 Vdc Battery, Rack (60 Cells, 100 Ah)
2 AC Panel and DC Panel
1 RTUs and Telecommunications Equipment
1 Miscellaneous Purchases
Relays at Substation:
2 Bitronics Multicomm
2 Bitronics Analog Output Converter
4 ABB FT-1 Test Switch (6 Cur)
2 SEL-321
2 ABB FT-1 Test Switch (10 V)
4 ABB FT-19R (6 CUR, 10 V)
2 GE DLP System
4 Cutler-Hammer Toggle Switch w/Guard
2 GE SBM Switch
2 EMAX RAW-1D
2 Eletroswitch LOR Lockout Relay
2 SEL-501
2 SEL-279
2 GE E150
2 RFL Powerline Carrier System
2 GE Carrier System
1 GE CT51 Receiver
Misc.- fuses, lights, wires, etc.
2 Relay Panel
Item 3 - Tie 1071 Line to 1001 Line
Quantity Description
5 Poles
Polymer Dead End Insulators
B4
Polymer Post Insulators
Guys
Feet of 1590 Conductor
Lot Misc. Materials
Item 4 - Replace 76-1 Line Drop Loops at Fifth & Green (0.84 miles of 69kV)
New Conductor
New Poles, Crossarms, Insulators, etc. as required
Item 5 - S. Lebanon Sub 230 kV Breaker, Terminals & Relaying
Quantity Description
1 230 kV 2000A Circuit Breaker (50 kA)
1 230 kV 2000 A Disconnect Switch
1 230kV CCVT, w/Carrier Acc., 1200/2000:1, 0.003 mfd
1 230kV CCVT Stand, 6'0" (Steel) + shipping
1 230 kV Wave Trap
4 Conduit 100ft
20 Control Cable (per 100 FT)
1 Miscellaneous Purchases
Relaying at Substation:
1 Bitronics Multicomm
1 Bitronics Analog Output Converter
6 ABB FT-1 Test Switch (6 Cur)
3 SEL-321
3 ABB FT-1 Test Switch (10 V)
6 ABB FT-19R (6 CUR, 10 V)
1 GE DLP System
6 Cutler-Hammer Toggle Switch w/Guard
3 GE SBM Switch
3 EMAX RAW-1D
3 Eletroswitch LOR Lockout Relay
1 SEL-501
1 SEL-279
3 GE E150
3 RFL Powerline Carrier System
1 GE Carrier System
Misc.- fuses, lights, wires, etc.
3 Relay Panel
B5
Item 6 - North Hershey Sub Relaying
Quantity Description
1 Bitronics Multicomm
1 Bitronics Analog Output Converter
2 ABB FT-1 Test Switch (6 Cur)
1 SEL-321
1 ABB FT-1 Test Switch (10 V)
2 ABB FT-19R (6 CUR, 10 V)
1 GE DLP System
2 Cutler-Hammer Toggle Switch w/Guard
1 GE SBM Switch
1 EMAX RAW-1D
1 Eletroswitch LOR Lockout Relay
1 SEL-501
1 SEL-279
1 GE E150
1 RFL Powerline Carrier System
1 GE Carrier System
1 GE CT51 Receiver
Misc.- fuses, lights, wires, etc.
1 Relay Panel
Item 7 - Lyons Sub 230 kV Breaker and Relaying
Quantity Description
1 230 kV 2000A Circuit Breaker (50 kA)
1 230 kV 2000A Disconnect Switch
2 230 kV Wave Trap, 2000A, 100.0-300.0 kHz Blocking
2 230 kV Wave Trap Stand
2 230kV CCVT, w/Carrier Acc., 1200/2000:1, 0.003 mfd
2 230kV CCVT Stand, 6'0" (Steel) + shipping
1 230 kV Wave Trap
5 Conduit 100ft
15 Control Cable (per 100 FT)
1 Lot Conductors
1 High Voltage Relay Panel
1 Miscellaneous Purchases
Relaying at Substation:
2 Bitronics Multicomm
2 Bitronics Analog Output Converter
4 ABB FT-1 Test Switch (6 Cur)
B6
2 SEL-321
2 ABB FT-1 Test Switch (10 V)
4 ABB FT-19R (6 CUR, 10 V)
2 GE DLP System
4 Cutler-Hammer Toggle Switch w/Guard
2 GE SBM Switch
2 EMAX RAW-1D
2 Eletroswitch LOR Lockout Relay
2 SEL-501
2 SEL-279
2 GE E150
2 RFL Powerline Carrier System
1 GE Carrier System
1 GE CT51 Receiver
Misc.- fuses, lights, wires, etc.
2 Relay Panel
Item 8 - Middletown Jct. Sub Relaying
Quantity Description
2 ABB FT-1 Test Switch (6 Cur)
1 SEL-321
1 ABB FT-1 Test Switch (10 V)
2 ABB FT-19R (6 CUR, 10 V)
1 GE DLP System
2 Cutler-Hammer Toggle Switch w/Guard
1 GE SBM Switch
1 EMAX RAW-1D
1 Eletroswitch LOR Lockout Relay
1 SEL-501
1 SEL-279
1 GE E150
1 RFL Powerline Carrier System
Misc.- fuses, lights, wires, etc.
1 Relay Panel
Item 9 - S. Reading Sub Relaying
Quantity Description
2 ABB FT-1 Test Switch (6 Cur)
1 SEL-321
1 ABB FT-1 Test Switch (10 V)
2 ABB FT-19R (6 CUR, 10 V)
B7
1 GE DLP System
2 Cutler-Hammer Toggle Switch w/Guard
1 GE SBM Switch
1 EMAX RAW-1D
1 Eletroswitch LOR Lockout Relay
1 SEL-501
1 SEL-279
1 GE E150
1 RFL Powerline Carrier System
Misc.- fuses, lights, wires, etc.
1 Relay Panel
RELAY MODIFICATIONS BY SUBSTATION
The following relay requirements are based on high-speed clearing for stability
reasons up to two (2) busses away from the Ironwood site. In addition to the
items listed below, the normal complement of relay communications equipment and
miscellaneous equipment will be required.
1. Middletown Junction Substation
a. Middletown Junction to South Lebanon Circuit (1004) Install
new primary carrier blocking scheme with new carrier set. This
scheme does not replace the existing set, but will function as
a second high-speed scheme.
2. South Lebanon Substation
a. South Lebanon to Middletown Junction Circuit (1004) Install
new primary carrier blocking scheme with new carrier set. This
scheme does not replace the existing set, but will function as
a second high-speed scheme.
b. South Lebanon to South Reading Circuit (1074) - Install new
primary carrier blocking scheme with new carrier set. This
scheme does not replace the existing set, but will function as
a second high-speed scheme.
c. South Lebanon to AES Circuit - Install dual high-speed carrier
blocking schemes. Primary relay SEL-321, back up relay GE DLP,
with stuck breaker and reclosing relays.
3. AES Substation
a. AES to South Lebanon - Install dual high-speed carrier
blocking schemes. Primary relay SEL-321, back up relay GE DLP,
with stuck breaker and reclosing relays.
b. AES to North Hershey to Lyons (Alburtis) - Install dual
high-speed carrier blocking schemes. Primary relay SEL-321,
back up relay GE DLP, with stuck
B8
breaker and reclosing relays. Install DTR equipment to trip on
a signal from Lyons substation.
4. North Hershey Substation
a. North Hershey to AES to Lyons Circuit - Install dual
high-speed carrier blocking schemes. Primary relay SEL-321,
back up relay GE DLP, with stuck breaker and reclosing relays.
Install DTR equipment to trip on a signal from Lyons
substation.
5. Lyons Substation
a. Lyons to North Hershey to AES - Install dual high-speed
carrier blocking schemes. Primary relay SEL-321, back up relay
GE DLP, with stuck breaker and reclosing relays. Install DTT
equipment to send trip signal to North Hershey and AES.
b. Lyons to Alburtis - Install dual high-speed carrier blocking
schemes. Primary relay SEL-321, back up relay GE DLP, with
stuck breaker and reclosing relays. Change DTT equipment to
send trip signal to Alburtis.
B9
APPENDIX C
Transmission Operation
Interconnection Requirements
C1
GPU Energy's
Transmission Operation
Interconnection Requirements
For Generation Facilities
I. DEFINITIONS
The definitions set forth in the Generation Facility Transmission
Interconnection Agreement are incorporated herein by reference. In
addition, the following definitions apply:
PJM Manuals - The instructions, rules, procedures and guidelines
established by the PJM OI for the operation, planning, and accounting
requirements of the PJM Control Area and PJM interchange energy market.
Supervisory Control and Data Acquisition (SCADA) - A system of remote
control and real-time communications used to monitor and control the
Transmission System.
Transmission Operator - The Company person(s), who coordinates the
day-to-day interconnection and operation of the Facility with the
Transmission System.
II. POLICY
Every Facility which is interconnected with and synchronized to the
Transmission System shall at all times coordinate its operation with
the assigned Company control center and provide all necessary and
requested information and equipment to assure that the Company can
operate its electrical system in a safe and reliable manner. Continuous
cooperation and communication between the Power Producer and the
Company are essential to assure that the Transmission System is
operated in a safe and reliable manner.
The Power Producer shall develop the operating principles and
procedures which shall be coordinated with the Company's requirements,
provide the necessary training for all employees, and provide for the
necessary communication of information between the Power Producer and
the Company. This includes the following:
(a) Provide the following information necessary to ensure the safe
and reliable operation of the Company's electrical system: (i)
a copy of the Power Producer's switching procedures; (ii) a
completed Generator Data Form (Attachment 1) for each
generating unit, unit step-up transformer and auxiliary
transformer.
(b) Implement Facility practices and procedures which are
consistent with the Company and PJM OI transmission
requirements as defined in the PJM Manuals and/or herein.
(c) Implement operating principles and procedures which shall be
coordinated with
C2
the Company's and the PJM OI's requirements for normal
operating conditions as defined in the PJM Manuals and/or
herein.
(d) Implement operating principles and procedures which shall be
coordinated with the Company's and the PJM OI's requirements
for emergency operating conditions as defined in the PJM
Manuals and/or herein.
(e) Provide data to the Company regarding the operation and
maintenance of the Facility in accordance with the Operating
Agreement of PJM Interconnection, L.L.C.
III. SYSTEM REQUIREMENTS
A. Reliability
The Power Producer shall deliver the electric energy generated
by the Facility to the Company at the point(s) of
interconnection in the form of 3 phase, 60 Hertz alternating
current at the nominal system voltage at the point of
interconnection.
At no time shall the operation of the Facility, including the
associated generators or any of their auxiliary devices,
result in an electrical output in which individual harmonic
distortion exceeds 1% of the Company's voltage wave form or
the sum of all harmonics exceeds 1.5% of the Company's wave
form, as measured at the point of interconnection.
The Facility shall be operated with all of the Power
Producer's Protective Apparatus in service whenever the
Facility is connected to or operating in parallel with the
Company's electric system.
B. Switching
The Power Producer shall be responsible for switching all
equipment it owns, operates or controls. A specified device(s)
to isolate the Facility from the Transmission System shall be
switched by the Power Producer whenever requested by the
Company, and locked and tagged by the Company to provide
safety clearance.
The Power Producer's switching procedures shall at all times
be followed precisely by the Power Producer and be closely
coordinated between the Power Producer and the Transmission
Operator. The Company shall provide a copy of its written
switching procedures to the Power Producer upon request.
If requested by the Power Producer, specified Company devices
shall be operated and tagged by the Company according to the
Company's switching and tagging practices and safety rules.
Company switching and tagging practices and safety rules shall
apply to (i) all situations involving the Company and (ii) any
Power Producer personnel involved with Company switching and
tagging.
C3
C. Relaying
The Facility relaying systems shall be consistent with the PJM
OI and Company relaying practices as defined in the PJM
Manuals and Appendix D of the Generation Facility Transmission
Interconnection Agreement. Any changes to the design and/or
setting of the protective relay system shall be subject to the
prior review and acceptance by the Company.
The relaying system for the Facility shall be sufficient to
prevent or limit equipment damage for contingencies (i) within
the facility and (ii) external to the Facility and on the
Company system.
D. Real-Time Communications
The Power Producer shall provide data via a SCADA system and
an associated, dedicated communications channel to the
Company's Energy Management System computer. Data shall
include, but is not limited to: MW; MVAR; MWh; voltage; 3
phase amps; and equipment status (i.e., open/close, on/off,
etc.).
SCADA system and metering shall be consistent with the
Company's practices, and compatible with the Company's
computer and communication systems. In addition, the Company
may require the ability to disconnect the Facility from the
Company's system via the SCADA system.
It is required that data shall be sent to the Company
automatically. In the event that the data is not automatically
received by the Company on a temporary basis, the Power
Producer shall call the Company with the operating data at
intervals specified by the Company. The Power Producer shall
correct any problems associated with the failure of equipment
within a reasonable time.
E. Communications of Information
The Power Producer and Transmission Operator shall promptly
exchange all information relating to all conditions which
affect (or could affect) the operations of the Facility and/or
the Company's electrical system and facilities.
The Power Producer shall provide adequate and reliable
telephone communication channels, manned by responsible
personnel, to integrate the Facility operation with the system
under both normal and emergency conditions.
The Power Producer shall communicate the outage of any
electrical equipment connecting the Facility to the Company's
system in accordance with the following requirements:
a. Each Facility will be assigned one of the Company
operations centers as its primary contact. This
assignment is based upon the voltage level of the
connection to the Transmission System and the
geographic location of the Facility.
C4
b. All planned and maintenance outages of electrical
equipment requiring Company personnel involvement
must be requested by the Power Producer, providing
the appropriate information in a format as defined by
the Company and shown on Attachment 2.
c. Advance notifications of planned and maintenance
outages shall conform to the requirements as defined
in the PJM Manuals.
The Power Producer shall keep and maintain accurate and
complete records for Power Producer Interconnection Facilities
containing such information regarding the operation and
maintenance of all equipment as is appropriate and consistent
with industry practice and as may be necessary for the Company
to comply with its applicable requirements. The Company will
advise the Power Producer of such requirements as in effect
from time to time. The Power Producer shall make such records
available to the Company for inspection and copying from time
to time as the Company may reasonably request.
IV. NORMAL OPERATION REQUIREMENTS
A. Generator Governor Control
For any Facility engaged in parallel operation with the
Company, the Facility shall:
1. Operate on automatic governor control, except for the
periods immediately before generating equipment is
being removed from service and immediately after it
has been placed in service, and
2. Minimize governor outages during periods of
operation.
B. Synchronization and Disconnection Procedures
When synchronizing the Facility to or disconnecting the
Facility from the Company's electrical system:
1. The Power Producer shall obtain the Transmission
Operator's prior approval (i.e., at least 30
minutes), except that equipment may be disconnected
from the system without Company approval to prevent
injury to personnel or equipment damage. If for any
reason the disconnection occurs without prior Company
approval, the Power Producer shall immediately notify
the Transmission Operator as to the energy reduction
and the expected return time.
2. In order to support the Transmission Operator's
responsibility to plan and operate the normal and
emergency operations of the transmission system, the
Power Producer shall keep the Transmission Operator
informed at all times of the Facility's availability
or any change(s) to its status.
C5
C. Voltage and Reactive Control Procedures
1. The Power Producer shall operate the Facility with
automatic voltage regulation equipment in service at
all times, except for outages of the regulator for
maintenance or equipment failure. Such operation will
normally involve a prescribed voltage limited to +/-
1% of schedule. The Power Producer, at the option of
the Company, shall operate the Facility either (i)
according to a predefined voltage schedule provided
by the Company or (ii) according to a reactive power
schedule as provided by the Company, consistent with
the Facility's generation capability and the
Company's electrical system. From time to time, the
Company may request alternate schedules consistent
with the Facility's generation capability and the
Company's electrical system.
2. The Power Producer shall notify the Transmission
Operator prior to performing all voltage regulator
maintenance. The Power Producer shall notify the
Company of the outage with as much lead time as
possible. The Power Producer shall minimize the
duration of regulator equipment outages. The Power
Producer shall notify the Transmission Operator at
least 30 minutes prior to removing the voltage
regulator from service, or returning the voltage
regulator to service.
3. The Power Producer may be requested by the Company to
deviate from prescribed voltage or reactive power
schedules if, in the Company's sole judgment,
conditions warrant such changes including, without
limitation, operating the Facility in the leading,
lagging, or unity power factor mode, but within the
capability of the machine.
4. The Power Producer shall operate automatic voltage
regulation to a tolerance of +/- 1% of scheduled
voltage, except for regulator maintenance outages or
equipment failures, or conditions prevailing on the
system and/or the Power System which necessitate
other voltage levels.
5. The Power Producer shall provide manual voltage
regulation to maintain the prescribed voltage
schedule or reactive power schedule during voltage
regulator equipment outages.
6. Momentary voltage fluctuations shall be permitted,
provided that they neither disturb service provided
by the Company or the Power Producer on their
respective systems nor hinder the Company from
maintaining proper voltage conditions on their
respective systems.
D. Maintenance Scheduling
1. The Power Producer shall provide the Company with at
least thirty (30) days prior written notice of its
intent to take a Generator Planned Outage
C6
or Generator Maintenance Outage of the Facility,
including turbine, generator, and boiler overhauls or
inspections, testing, and nuclear refueling.
2. The Power Producer shall provide the Company with at
least thirty (30) days prior written notice of its
intent to test Protective Apparatus associated with
Power Producer Interconnection Facilities, including
circuit breakers, relays and auxiliary equipment.
Company personnel may observe such testing.
3. The Power Producer shall notify the Transmission
Operator of its intent to remove electrical equipment
from service by 10:00 a.m. five (5) working days
prior to, and again 30 minutes before the Generator
Planned Outage or Generator Maintenance Outage
begins. The Transmission Operator may request the
Power Producer to delay or reschedule the Generator
Planned Outage or Generator Maintenance Outage if
system reliability conditions warrant.
To the extent practical, the Company shall provide to the
Power Producer not less than one week advance notice of its
intention to perform planned maintenance on its facilities
that may affect the Facility's operations. The Company shall
notify the Power Producer when any changes occur.
E. Power Producer Generator Forced Outages
The Power Producer may remove any of its equipment from
service without prior notification to the Transmission
Operator due to a Generator Forced Outage. However, if the
Power Producer has advance knowledge of a Generator Forced
Outage, the Power Producer shall notify the Transmission
Operator with as much lead time as practical. For reliability
reasons the Power Producer shall notify the Transmission
Operator as soon as reasonably possible of the following:
- the starting time of the Generator Forced Outage
- the energy reduction resulting (or expected to
result) from the Generator Forced Outage
- the estimated time the equipment incurring the
Generator Forced Outage is expected to return to
service
- the time the Power Producer equipment is actually
returned to service.
F. Facility Equipment and Contract Data
In order to ensure that all Company personnel responsible for
the design and operation of the Company's system affected by
the Facility are familiar with its equipment configurations,
capabilities and operating parameters, the Company may from
time to time request, and the Power Producer shall provide in
a timely manner to the Company, detailed information about the
type, nature, and operating characteristics of the Facility
and all related equipment.
C7
V. EMERGENCY OPERATION REQUIREMENTS
The Power Producer and Company shall maintain communications and
contact during all Company or PJM emergency operations.
A. System Emergency Conditions
During an Emergency, as determined/declared by the Company or
the PJM OI, the Power Producer shall respond as promptly as
possible to all directives from the Transmission Operator with
respect to all matters affecting the operation of the Facility
including, without limitation, the following:
a. Thermal overload of electrical circuits (actual or
contingency)
b. High or low voltage conditions (actual or
contingency)
The Transmission Operator may also direct the Power Producer
to (i) adjust (increase or decrease) the Facility energy
and/or reactive output (ii) connect or disconnect the Facility
from the Company's electrical system and/or (iii) deviate from
the prescribed voltage or reactive schedules. If safety or
system reliability conditions warrant, the Transmission
Operator may isolate the Facility from the Company's
electrical system without prior notice to the Power Producer
or upon such notice as is possible under the circumstances.
The Transmission Operator shall advise the Power Producer as
soon as possible of any forced outages of the Company's
electrical system which affect the Facility's operations.
When the Transmission Operator has determined that the
emergency conditions have been alleviated, he/she shall inform
the Power Producer and allow the Facility to return to normal
operations consistent with Good Utility Practice.
In order to safely and rapidly restore the Transmission System
following an outage of any or all of that system, a Facility
that has been isolated from the Company's electrical system
shall be allowed to reconnect only under the direction of the
Transmission Operator. In all cases, the Facility shall be
made ready to return to service and provide energy to the
Company as soon as possible.
Unless the Company requests a manual adjustment, the Power
Producer shall maintain the Facility automatic voltage
regulator in service during an Emergency.
The Power Producer shall participate in any voltage reduction
declared by the Company at any time, and operate the Facility
at the voltage level then requested by the Transmission
Operator.
C8
Appendix C
Attachment 1
Generator Data Form
-------------------
Station Name ________________________ Unit No. __________
Generator ____________________ Rated Capacity __________ MVA
Operating Limits: Minimum KV _________ Maximum KV _________
Alarm Limits: Minimum KV _________ Maximum KV _______
Alarm Action: Minimum: ___________________________
Maximum: ___________________________
Max. Output (Installed Capacity) ________ MW
Max. Gross Output ________ MW
Capability LAG Curve Breakpoint __________ MW __________ MVAR
Rated Stator Voltage _______ Rated Stator Current _______ Amps
Generator Terminal Voltage - High Limit ______ Low Limit ______
Rated Field Current _________ Amps D.C. @ _________ Volts D.C.
Rated Hydrogen Pressure _______ PSIG Power Factor _________
Field Current High Limits: Rated ________ Amps D.C.
Field Voltage High Limits:
Rated ________ Volts D.C. Maximum: _______ Volts
Field Limit Alarms: Volts _______ Amps _______ Temp. _______
Alarm Action: Volts _______________________________________
Amps _______________________________________
Temperature _______________________________________
Line Drop Compensation: Type ________________________________
Setting _______________________________
Generator Stator Current High Limit _________
C9
System Voltage: Nominal KV _______ Min. _______ Max. _______
Alarm Limits: Minimum _____________ Maximum ________________
Alarm Action: Minimum _______________________________________
Maximum _______________________________________
Other Limitations ___________________________________________________
Misc. Important Information ________________________________________
________________________________________________________________________________
Generator Unit Step-Up Transformer Data
---------------------------------------
Station Name ________________________ Unit No. __________
Unit Step-Up Transformer __________________________
Phase ________________ Connection _____________ __________
Class ________________
Rated Capacity ________ MVA at __________ C Rise
________ MVA at __________ C Rise
Rated Winding Voltage: (Primary) _________ KV
(Secondary) _________ KV
Available Taps/Impedance (Xt at Rated MVA)
------------------------------------------
Position Primary KV Secondary KV Impedance % Max. Amps
- -------- ---------- ------------ ----------- ---------
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
C10
Alarm Limits: KV _______________________
Amps _______________________
MVA _______________________
Temperature _______________________
Primary Tap Setting ___________
Secondary Tap Setting ___________
Voltage Limits (if applicable) Primary ____________
Secondary ____________
Loading Limitations (if any)
________________________________________________________________________________
________________________________________________________________________________
__________
Auxiliary Transformer Data
--------------------------
Station Name __________________________ Unit No. __________
Auxiliary Transformer ________________ Connection _______ _______
Class ________________
Rated Capacity _______ MVA at __________ C Rise
_______ MVA at __________ C Rise
Rated Winding Voltage: (Primary) _________ KV
(Secondary) _________ KV
Available Taps/Impedance (Xt at Rated MVA)
Position Primary KV Secondary KV Impedance % Max. Amps
- -------- ---------- ------------ ----------- ---------
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
________ __________ ____________ ___________ _________
C11
Alarm Limits: KV _______________________
Amps _______________________
MVA _______________________
Temperature _______________________
Primary Tap Setting ___________
Secondary Tap Setting ___________
Automatic Tap Changer Range ______________ to _____________
Volts
Raise Positions _____________
Lower Positions _____________
Voltage Limits (if applicable) Primary High ____________
Low ____________
Secondary High ____________
Low ____________
Load at Max. Generation _________ MW _________ Amps (Avg)
_________ MVAR _________ Volts
Load at Min. Generation _________ MW _________ Amps (Avg)
_________ MVAR _________ Volts
Loading Limitations (if any)
________________________________________
_____________________________________________________________________
____
C12
Miscellaneous Information Required
----------------------------------
1. A copy of the Generator Reactive Capability Curve
2. A copy of the Generator VEE Curve
3. A copy of the Generator Saturation Curve
4. A report of any special Operating Restrictions
- such as vibration or field problems
5. A report of any Environmental Restrictions
- such as SO2 emissions or river flow or temperature
6. A report of any known limiting facilities
C13
APPENDIX C
ATTACHMENT 2
APPLICATION FOR PROTECTIVE TAGGING ON LINES OR EQUIPMENT
Date Submitted _________ W.O. No. ______________ Application No.___________
APPLICANT:
- ----------
Switch-Hours_____ Date____ Day_____ Finish-Hours A_______ Date______ Day ____
Start-Hours_____ Date____ Day_____ Finish-Hours A_______ Date______ Day ____
Apparatus/Line Requested:____________________________________________________
Location:____________________________________________________________________
_____________________________________________________________________________
Work to be done:_____________________________________________________________
_____________________________________________________________________________
Switches Required:___________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Remarks:_____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Emergency Clearance Time ___________________ Truck or Phone No. _____________
Tags Placed For ____________________________ Signed__________________________
Can Do The Required Switching? Yes No Counter Signed________________
Out of Service Overnight? Yes No
________________________________________________________________________________
SYSTEM OPERATOR:
- ----------------
Switches to be Tagged:_______________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
System Operator Approval (1) ____________________ (2) _______________________
________________________________________________________________________________
Date _______ Clearance @ _______ By __________ Clear @ __________ By ________
Date _______ Clearance @ _______ By __________ Clear @ __________ By ________
Date _______ Clearance @ _______ By __________ Clear @ __________ By ________
Date _______ Clearance @ _______ By __________ Clear @ __________ By ________
Date _______ Clearance @ _______ By __________ Clear @ __________ By ________
Application Completed @ ___________ Date _______
Date _______ Time ________ Party Notified _________ By ______ Remarks _______
Date _______ Time ________ Party Notified _________ By ______ Remarks _______
Date _______ Time ________ Party Notified _________ By ______ Remarks _______
Date _______ Time ________ Party Notified _________ By ______ Remarks _______
C14
APPENDIX D
System Protection and Control
Interconnection Requirements
D1
GPU ENERGY'S
SYSTEM PROTECTION AND CONTROL
INTERCONNECTION REQUIREMENTS
Revised: November 17, 1997
A. Definitions
GPU Energy - The trade name used individually and collectively by the
three operating electric utilities in the GPU System (i.e., Jersey
Central Power and Light Company, Metropolitan Edison Company, and
Pennsylvania Electric Company).
GPU System - The transmission and distribution facilities owned by GPU
Energy.
Generation Facility - A facility for generating electricity which is
connected to the GPU system.
Generation - The electrical energy being produced by: rotating
generators driven by steam turbines, internal combustion engines,
hydraulic turbines, windmills, etc; fuel cells, photovoltaic or battery
arrays with a DC or AC inverter; or any other electric generating
device.
Power Producer - The owner or operator of the Generation Facility.
B. Objectives
This document was prepared to assist GPU Energy engineers and Power
Producers when planning protection and control requirements for
interconnection between GPU Energy and the Generation Facility.
To ensure all proposed installations are handled uniformly and to
minimize the possibility of misinterpreting GPU Energy / /s
requirements, this document outlines the minimum protection
requirements for the safe and effective operation of this
interconnection, and provides technical and administrative guidelines.
C. General Policy
The minimum protection requirements stated in this document are
intended to achieve the following goals:
- Insure the safety of the general public and GPU Energy
personnel.
- Minimize the possible damage to the property of the general
public, GPU Energy , GPU Energy customers, and neighboring
utility systems.
- Minimize adverse conditions on the GPU System.
- Permit the Power Producer to operate its generating equipment
in parallel with the GPU System in a safe and reliable manner.
D2
In order to achieve these goals, certain protective devices (relays,
circuit breakers, etc.) must be installed to promptly disconnect the
Generating Facilities from the GPU System whenever a fault or
abnormality occurs. The determination of what type of protective
devices are required depends primarily on three (3) major factors:
1) The type and size of the Generation Facility.
2) The location of the Generation Facility on the GPU System.
3) The manner in which the installation will operate.
In addition to the protective devices, certain modifications and/or
additions may be required to be made to the GPU System due to the
addition and/or modification of the Generation Facility. Each request
will be handled individually, and the final determination of the
protective devices, modifications, and/or additions required will be
made by GPU Energy. Any modifications to the GPU Energy distribution or
transmission systems necessitated by these changes to the Generation
Facility will be specified, purchased, and installed by GPU Energy at
the expense of the Power Producer.
GPU Energy will work with the Power Producer to achieve an installation
which meets the requirements of both the Power Producer and GPU Energy.
GPU Energy cannot assume any responsibility for protection of the
Generation Facility's generating equipment, or any portion of the
Generation Facility's equipment. The Power Producer is solely
responsible for protecting its equipment in such a manner that faults,
imbalances or other disturbances on the GPU System do not cause damage
to the Generation Facility's equipment.
It is the responsibility of the Power Producer to comply with all
applicable Federal, State, and Local Regulatory Agencies and all
electrical and safety codes. Further, the Power Producer may be
required, in GPU Energy?s sole and exclusive judgement, to retrofit its
interconnection protection systems due to obsolescence, operational
problems, enhancements in microprocessor/solid state technology leading
to improved sensitivity, modifications to the GPU system or the
Generation Facility, and in accordance with the most recently published
industry standards and practices.
Any interconnection of a Generation Facility to the GPU System must not
impair the quality and quantity of transmission or distribution service
available to its customers, create reliability problems, or interfere
with the operation and economic dispatch of power sources in which GPU
Energy has entitlement or with GPU Energy?s ability to carry out its
obligations under pre-existing agreements.
A Generation Facility will not be permitted to be connected to the GPU
Energy low voltage (< 1 kV) looped network system.
A GPU Energy controlled disconnecting device is required on the GPU
Energy side of all Generation Facility interties.
A Generation Facility's disconnecting device used to isolate the
facility's generation from the GPU System shall be blocked from closing
in on a de-energized utility circuit.
The Power Producer is responsible for properly synchronizing its
generation with the GPU System.
D. Review Process
In order to process all Power Producer requests in an efficient and
con-sistent manner, the following Review Process for Protection
Requirements must be followed.
1. Preliminary Protection Requirements Review
The GPU Energy System Relay and Control Engineering Department
will have primary responsibility for
D3
the review and comment of all required protection design and
associated settings.
The following information shall be supplied to GPU Energy :
a) Detailed One-Line Diagram of entire Generation
Facility system.
b) A potential schematic of Generation Facility.
c) A current schematic of Generation Facility.
d) A control schematic of Generation Facility.
e) A connection diagram indicating all external
connections to individual components of the
protective scheme.
f) A three-line diagram of Generation Facility.
g) Instruction manuals for all protective equipment.
Component specifications and internal wiring diagrams
shall be included if not provided in manuals.
h) All protective equipment ratings.
i) Generator data, complete Attachment 2.
j) Equipment specifications and details of transformers,
circuit breakers, current transformers, voltage
transformers, and any other major equipment or
special items.
k) Specific setting information on all the Generation
Facility's protective relays associated with the
generator protection and generator step-up
transformer protection or auxiliary transformer
protection.
One set of all the above information is required. GPU Energy may in its
discretion require that meeting(s) be held between GPU System Relay and
Control Engineering personnel and the Power Producer's Consulting
Engineer, Contractor, etc. during this process.
Upon completion of the Preliminary Protection Requirements Review
process, the Power Producer's representative will be notified of any
modifications and/or additions, required to the GPU System or to the
Generation Facility. The Power Producer's representative shall also be
notified by GPU Energy that the Preliminary Protection Requirements
Review process is to be accomplished in a timely manner and that it
must represent an as accurate as possible determination of protection
requirements, however the Power Producer's representative shall be
notified that the information submitted will be subject to change
modification and/or addition by GPU Energy, in its sole and exclusive
discretion.
2. Final Protection Requirements Review
The Final Protection Requirements Review process will proceed in the
same manner as the Preliminary Protection Requirements Review process
outlined in Section D-1 above.
The information identified in Section D-1, including any modifications
and/or additions made by GPU Energy during the Preliminary Protection
Requirements Review process, will be required in triplicate. The
Instruction manuals for all protective equipment required pursuant to
Section D.1.(g) must contain at least one vendor original copy. All
information supplied for this review process shall be Final\As-Built
submittal information.
Upon GPU Energy's completion of its initial review of the Power
Producer's final submittal, the Power Producer's representative will be
notified of any final modifications and/or additions required to the
GPU System or to the Generation Facility. Upon the Generation
Facility's satisfactory completion, as determined by GPU Energy in its
sole and exclusive judgement, of any required final modifications
and/or additions, GPU Energy will notify the Power Producer's
representative that the Final Protection Requirements Review process
has been completed.
D4
E. Design Consideration
1. Automatic Reclosing
The need for automatic reclosing modifications is directed
towards protection of the GPU System and the equipment of GPU
Energy customers from potential damage. It is the Power
Producer's responsibility to evaluate the potential effect of
GPU Energy's reclosing practices on its generator and to
provide suitable protection.
GPU Energy normally provides automatic multiple shot reclosing
with no intentional time delay on the first shot on all
distribution line circuit breakers. Additionally, automatic
sectionalizing for faults is provided on the distribution
system with electronic and hydraulic reclosers that reclose in
approximately 2 seconds following a trip operation. To protect
both GPU Energy and GPU Energy customers' equipment from
possible damage due to out-of-phase reclosing, the substation
distribution line circuit breaker and the line reclosers may
have to be modified, at the expense of the Power Producer,
with voltage check relays unless the size and characteristics
of the generator indicate that immediate reclosing would not
be hazardous to the GPU System. These relays will block
reclosing until the parallel generation on a line or line
section is de-energized.
Lines operated at 34.5 kV Delta and above also utilize
multi-shot automatic reclosing with the first shot delayed
approximately 20 cycles. Reclosing logic for these lines must
be modified, at the expense of the Power Producer, to include
synchronism checking.
2. Protection Requirements
Typical protection is illustrated in Appendix A Figures 1 and
2 inclusive.
The design of the Isolation and Fault Protection shall be
based upon a single failure philosophy, i.e., the failure of
any single component shall not render the protection
inoperative.
Isolation and fault protective relays shall be purchased,
installed and owned by the Power Producer. The required fault
and isolation protection shall be utility grade and conform to
the most recent ANSI Standard C37.90. Only solid
state/microprocessor based relay models are acceptable.
Isolation Protection
All relay settings associated with the Isolation Protection
shall be specified by GPU Energy.
GPU Energy shall have exclusive control and access to the
Isolation Protection.
a) Undervoltage (27) with Time Delay (62). Relay to be
set at approximately 90% of nominal voltage (108
secondary volts on a 120 volt base). Time delay to be
set at approximately 2.0 seconds in order to provide
coordination with motor starting and system faults.
b) Overvoltage (59) with Time Delay (62). Relay to be
set at approximately 110% of nominal voltage (132
secondary volts on a 120 volt base). Time delay to be
set at approximately 2.0 seconds to over-ride relay
response to transients and external fault clearing
which may cause nuisance operations.
c) Overfrequency (81O). Relay to be set at 60.5 Hertz
with no intentional time delay in its operation.
D5
d) Underfrequency (81U) with Time Delay (62). Relay to
be set at 57.5 Hertz with a 5.0 second time delay.
This setting is necessary in order to coordinate with
GPU Energy 's system loadshedding underfrequency
relaying. GPU Energy , as a member of the
Pennsylvania- New Jersey-Maryland Interconnection
(PJM) agreement, has agreed to trip generators
connected to its system at a frequency of 57.5 Hertz
after a delay of 5.0 seconds. Therefore, the Power
Producer must also comply with this agreement. The
Power Producer is responsible to insure that setting
is compatible with all equipment purchased, installed
and operated at the Generation Facility.
Fault Protection
Generation Facility's fault protection shall coordinate with
GPU System protective devices for faults. All fault protection
settings are to be specified by the Power Producer and
approved by GPU Energy for coordination purposes only.
e) Out-of-Step Relaying (21 ZOS). Relays maybe required
to isolate the generator from the GPU System during
unstable conditions. The need for out-of-step
relaying will be based on the results of stability
studies. The Power Producer will be responsible for
providing the appropriate relay and settings.
f) Synchronism Check (25). A synchronism check relay
will be required on all breakers that may be used to
synchronize the generator to the system. The
synchronism check relay shall be capable of being set
for an angular difference of 10-60 degrees and have
an internal timer function allowing a time delay
setting between 0.5-5 seconds. The relay chosen must
also have an optional hot-bus dead-line; dead-bus
hot-line accessory.
g) Non-directional phase overcurrent (50/51),
non-directional ground overcurrent (50/51G), and
non-directional neutral overcurrent (51N) relays.
Where high-side of transformer (GPU System side) is
connected to the GPU System via a device other than a
fuse, the above mentioned protective relays are
required. Current transformers for the 50/51 and
50/51G relays shall be located on the high-side of
the transformers protective device (breaker, circuit
switcher, etc.) If high-side grounding of the
transformer is provided, the 51N relay shall be
connected to a current transformer installed in the
neutral connection of the transformer.
h) Voltage controlled time overcurrent relays (51V). In
applications where the Generation Facility is
interconnected to GPU Energy's distribution system
(34.5 kV Wye and below), voltage - controlled time
overcurrent relays must be provided. These relays
shall be connected to current transformers located on
the generator or its associated breaker. These relays
shall receive potential from the generator voltage
transformers.
i) System backup impedance (21) relay(s). In
applications where the Generation Facility is
interconnected to GPU Energy's transmission system
(34.5 kV Delta and above), an impedance relay must be
provided as a backup function to clear faults on the
GPU Energy System. This relay(s) shall be connected
to current transformers located on the generator or
its associated breaker. These relays shall receive
potential from the generator voltage transformers. An
external timer (0.1 - 5.0 sec) must be provided if
not provided internal to the impedance relay design.
Time delay will be typically set between 1.0 and 2.0
seconds.
F. CONTROL SYSTEMS
The Power Producer has the option to use either an AC or DC control
system, as described below.
1. AC SYSTEM
D6
The AC control system supply must use 60 Hz power derived from
the GPU Energy line. The system must be designed to be
fail-safe and the failure of any single component must result
in a trip of the generator breaker.
NOTE: In AC powered schemes, the generator breaker will
probably be a contactor. In such cases, a latching contactor
is not acceptable. The AC System shall use continuously
energized auxiliary relays with contacts arranged to trip the
generator circuit breaker whenever the relays drop out. If a
molded case circuit breaker (or equal) is used, it must be
equipped with an undervoltage trip option.
All installations must isolate (trip) the generator in such a
manner that:
a manual operation
or
a time-delayed automatic synchro-check or voltage
check supervised operation
is required to close the generator or point-of-contact breaker
(contactor) after the GPU Energy source has returned to
normal.
Under no circumstances is the generator contactor (breaker) to
close immediately upon restoration of the GPU Energy source.
A white lamp should be provided to monitor the AC source and
shall have a nameplate.
2. DC SYSTEM
This system must use a battery of 48 or 125 VDC to supply
tripping energy to the generator circuit breaker.
All such installations must isolate (trip) the generator in
such a manner that:
a manual operation
or
a time-delayed automatic synchro-check or voltage
check supervised operation
is required to close the generator or point-of-contact breaker
(contactor) after the GPU Energy source has returned to
normal.
Under no circumstances is the generator contactor (breaker) to
close immediately upon restoration of the GPU Energy source.
An amber or yellow lamp shall provided to monitor the DC
source and shall have a nameplate.
G. TARGETS
All protective relays shall be equipped with targets that indicate
operation. These targets are to be arranged in the
D7
control circuit to operate only when the associated relays trip the
generator or point-of-contact circuit breaker.
H. REMOTE TERMINAL UNIT (RTU)
For all Generation Facility installations, a Remote Terminal Unit (RTU)
will be purchased and installed by GPU Energy at the expense of the
Power Producer. This RTU will utilize the CDC II protocol and provide
the necessary point counts required by the Energy Management System
(EMS) of GPU Energy to operate and monitor the generation and
interconnection facilites at the Generation Facility site. Point count
will include, but not be limited to, analog, MWH, control, and status.
The Power Producer will provide an indoor weather controlled location
to mount an RTU and supply a four (4) wire data telephone circuit in
order for the RTU to communicate with the GPU Energy EMS. Furthermore,
a telephone and telephone circuit must be provided in the location of
the RTU in order that GPU Energy personnel may communicate with the
distribution or transmission operator for installation and maintenance
purposes.
If necessary, provisions shall be made at the bottom of each enclosure
to allow all cables to be wired to the RTU. The Power Producer must
also supply the power necessary for the RTU. The supply power can be,
but not limited to, 125 VDC, 120 VAC, and 48 VDC.
I. GROUNDING
Neutral and ground are not to be confused. All current and potential
neutrals are to be isolated from all other circuits. Each neutral is to
be grounded at one point only. The preferred grounding location will be
at the protective relay cabinet, on the internal side of the States
links.
J. WIRING
All wiring must agree exactly with schematics and wiring drawings.
All wires must be anchored to the cabinet or bundled when running
between devices. Bundling is permitted but all wiring must be
traceable. Wiring must be installed so that it can be visually traced
and checked. Use of conduit, or equal, wire trough is generally
acceptable but must be verified with GPU Energy.
Wiring shall be installed so as to avoid damage to the cable and its
insulation. Movement of the hinged panel shall not damage the cable or
its insulation or cause stress to the termination points on the panel
or on the door.
Wiring and device location shall not prevent the removal of any
equipment, block access to equipment for inspection and maintenance,
nor block spare space in the cabinet.
All equipment shall be mounted and wired in such a manner that no
energized terminals or connections are exposed or accessible to
personnel with the hinged relay panel in a closed position.
Any protective relay not equipped with internal isolation device must
be connected through an external test device (i.e., ABB FT-1 or sliding
link terminal blocks as determined and approved by GPU Energy .)
All incoming and outgoing cables/conductors will terminate on sliding
link terminal blocks located in the protective relay cabinet.
D8
Terminal blocks shall be the States Company Type NT or equivalent.
The incoming side shall have one (1) nut, for mounting incoming cables.
The internal panel side shall have double nuts for mounting of internal
wires and marker tags. Marker tags should carry wire or cable conductor
identification.
Terminal blocks shall be mounted such that the connections and lines
are accessible and not blocked by projecting equipment.
Terminal blocks shall be mounted a minimum of 6" from side walls and
adjacent equipment and a minimum of 4" above the bottom of the housing.
Terminal blocks shall be mounted such that the sliding link:
Falls closed when loosened, if mounted in horizontal rows;
Moves toward the front of the cabinet when opened, if mounted
in vertical rows on side panels;
Moves away from the panel centerline when opened, if mounted
on the rear panel.
There shall be a minimum of 10% or 2, whichever is greater, spare
terminals included in the cabinet for modifications.
Pressure type connections with insulated sleeves shall be used.
Ring tongue lugs which completely encircle the screw or the stud shall
be used.
The crimping tool must be one approved by the Manufacturer for use on
the connector.
No soldered terminals or connections shall be used.
K. DRAWINGS CONTENT
1. One-Line Diagram
This drawing shows the functional arrangement, using single
line and standard symbol notations (per ANSI 432.2-1970,
41.1-1972) for the following equipment and accompanying
information:
a) Equipment Names and/or Numerical Designations for all
circuit breakers, contactors, switches, transformers,
generators, transmission lines, etc., associated with
the generation as required by GPU Energy to
facilitate switching.
b) Power Transformers - Name or designation, nominal
KVA, nominal primary, secondary, tertiary
D9
voltages, vector diagram, impedance and tap settings.
c) Station Service/Operating Transformers - Designate
phase(s) connected to, and estimated KVA load.
d) Instrument Transformers - Voltage and current, used
to supply the Protective Relay cabinet and phase
connections.
e) Lightning Arresters/Spill Gaps/Surge Capacitors -
Ratings.
f) Capacitor Banks - kvar rating.
g) Switches - Indicate status normally open with a
(N.O.) and type of operation manual or motor.
h) Safety Switch - Continuous ampere and interrupting
ratings.
I) Circuit Breakers and/or Contactors - Interrupting
rating, continuous rating, operating times.
j) Generator(s) - Include type, connection, KVA,
voltage, current, rpm, PF, etc.
k) Point of interconnection to the GPU System and phase
identification.
l) Fuses - Size, type location.
m) Grounding.
n) Relay Nomenclature - A "1" outside a relay function
shall indicate a single phase relay and a "3" shall
indicate a three phase relay or three individual
relays.
2. Control Schematic
Control schematics are to be functionally complete schematics.
They shall be as simple and uncluttered as possible, and shall
contain the following information:
a) Terminal designation of all devices - relay coils and
contacts, switches, transducers, etc. If a device is
not supplied with terminal numbers, the cabinet
supplier shall number the device terminals clearly
and use those numbers on all drawings.
b) Relay functional designation - per latest ANSI
Standard. The same functional designation shall be
used on all drawings showing the relay.
c) Complete relay type, manufacturer, style number, and
relay range.
d) Numbers or wire designations for all cable
connections.
D10
e) Switch contacts shall be referenced to the switch
development if development is shown on a separate
drawing.
f) Switch developments and escutcheons shall be shown on
the drawing where the majority of contacts are used.
Where contacts of a switch are used on a separate
drawing, that drawing shall be referenced adjacent to
the contacts in the switch development. Any contacts
not used shall be referenced as spare. All switch
developments shall include the manufacturer name,
complete style number and notations indicating spring
return to normal operation, when appropriate.
g) All switch contacts are to be shown open with each
labeled to indicate the positions in which the
contact will be closed.
h) Explanatory notes defining switch coordination and
adjustment where misadjustment could result in
equipment failure or safety hazard.
i) Auxiliary relay contacts shall be referenced to the
coil location drawing if coil is shown on a separate
drawing. All contacts of auxiliary relays must be
shown and the appropriate drawing referenced adjacent
to the respective contacts.
j) Device auxiliary switches (circuit breakers,
contactor) must be referenced to the drawing where
they are used.
k) Any interlocks electromechanical, key, etc.,
associated with the generation.
l) Ranges of all timers, and setting if dictated by
control logic.
m) All target ratings (on dual ratings underline the
appropriate tap setting).
n) Complete internal for all protective relays.
Solid-state relays may be shown as a "black box" but
manufacturers instruction book number shall be
referenced, and terminal connections shown.
o) Isolation points (States links or FT-1 blocks)
including terminal identification.
p) All circuit elements and components, with device
designation, rating and setting where applicable.
Coil voltage is shown only if different from nominal
control voltage.
q) Size, type, rating and designation of all fuses.
3. Current Schematic
NOTE: This drawing is a primary three line and shall contain
the following information:
a) Relay functional designation per latest ANSI
Standard. The same functional designation shall be
used on all drawings showing the relay.
D11
b) Terminal designations of all devices - relay coils
and contacts, switches, transducers, etc.
c) Numbers or wire designations for all cable
connections.
d) Phases shall be designated as A, B, C, N and rotation
(sequence) indicated as ABC or CBA.
e) Switch developments and escutcheons shall be shown on
the drawing where the majority of contacts are used.
Where contacts of a switch are used on a separate
drawing, that drawing shall be referenced adjacent to
the contacts in the switch development. Any contacts
not used shall be referenced as spare. All switch
developments shall include the manufacturer name,
complete style number and notations indicating spring
return to normal operation, where appropriate.
f) Auxiliary relay contacts shall be referenced to the
coil location drawing if coil is shown on a separate
drawing. Switch contacts shall be referenced to the
switch development drawing if development is shown on
a separate drawing.
g) Current transformers (CT) - polarity marks, rating,
tap, ratio and connection.
h) Auxiliary CT ratios, connection, winding current
rating and arrows to indicate assumed current flow.
I) Grounding of cables, CT's, etc.
j) Isolating points (States links, test switches, etc.).
k) Complete relay type, manufacturer, style number and
relay range.
l) All circuit elements and components, with device
designation, size, rating and setting where
applicable.
4. Potential Schematic
This drawing is a primary three line schematic with only
switching devices shown and shall contain the following
information:
a) Terminal designations of all devices - relay coils
and contacts, switches, transducers, etc.
b) Relay functional designation - per latest ANSI
Standard. The same functional designation shall be
used on all drawings showing the relay.
c) Complete relay type, manufacturer, style number and
relay range.
d) Numbers or wires designations for all cable
connections.
e) Phases shall be designated as A, B, C, N and rotation
(sequence) indicated as ABC or CBA.
D12
f) Auxiliary relay contacts shall be referenced to the
coil location drawing if coil is shown on a separate
drawing. All contacts of auxiliary relays shall be
shown with each referenced to the appropriate
drawing.
g) Switch developments and escutcheons shall be shown on
the drawing where the majority of contacts are used.
Where contacts of a switch are used on a separate
drawing, that drawing must be referenced adjacent to
the contacts in the switch development. Any contacts
not used shall be referenced as spare. All switch
developments shall include the manufacturer name,
complete style number and notations indicating spring
return to normal operation, when appropriate.
h) Switch contacts shall be referenced to the switch
development drawing if development is shown on a
separate drawing.
I) All switch contacts are to be shown in the open
position, and labeled to indicate closed position(s).
j) Explanatory notes defining switch coordination and
adjustment where misadjustment could result in
equipment failure.
k) Ranges of all timers, and setting if dictated by
control logic.
l) Isolating points (States links, test switches, etc.).
m) Grounding of cables, VTs, etc.
n) Potential transformers (PTs, VTs), nameplate ratio,
polarity marks, rating, primary and secondary
connections.
o) All circuit elements and components, with device
designation, rating and setting where applicable.
Coil voltage is shown for all auxiliary relays.
p) Size, type, designations of all fuses.
5. Panel Wiring Drawing
NOTE: Wiring diagrams shall follow the physical equipment
layout. The following equipment must be identified on
this drawing.
a) Front view sketch with functional designation and
device type for all components and nameplates.
b) External cables, wire designations (number,
destination and drawing number). Each wire
designation shall be unique.
c) Terminal block location and number.
d) Equipment identification - functional designation and
device wiring designation (ratings shall appear
D13
by components only when required for specific
identification and clarity).
e) Reference to relay internals, schematic, and
Instruction Book(s).
f) Current transformer tap ratio tables where
applicable.
g) Ground bus and connections.
h) Current circuits must be identified with asterisks.
i) Reference to switch developments.
j) Complete panel wiring details for all equipment
included on panel.
k) When external devices are connected to the protective
relaying cabinet, wiring drawings must be supplied
for those devices.
6. Three-Line Diagram
This drawing must include all the equipment shown on the one
line diagram and all information necessary for correct
phasing.
a) Phases shall be designated as A, B, C, N and rotation
(sequence) indicated as ABC or CBA.
b) Both GPU Energy and Generation Facility phase
designations, rotation (sequence), as well as
necessary interconnections shall be designated.
c) Terminal numbers shall be identified for all primary
equipment (i.e., breakers, transformers, generators,
etc.) shown on the one-line diagram.
d) Bushing designations shall be identified for all
circuit breakers and transformers.
L. PROTECTIVE RELAY TEST REQUIREMENTS
1. Commissioning as well as periodic and functional testing of
required fault protection (21 ZOS, 25, 50/51, 50/51G, 51N,
51V, 21, 62, 27, 59, 81, etc.) shall be performed and
documented by the Power Producer at intervals specified by GPU
Energy and to specifications established by the manufacturer.
All required testing of the fault protection shall be
performed and certified by a qualified testing organization
acceptable to GPU Energy. See Attachment 3.
A maintenance and test log will be developed and maintained by
the Power Producer. This log will detail all maintenance
information recommended by the manufacturers and then
instruction manuals. This log will contain specific
information pertinent to the equipment maintained, e.g.
location, manufacturer, year, type, serial number, date and
type of test (functional trip test calibration test results,
etc.) and any corrective
D14
action taken due to test/maintenance findings. This log shall
be available for inspection by GPU Energy at any reasonable
time. Each year, a letter indicating that all required testing
and maintenance has been completed with acceptable results
shall be submitted to GPU Energy. GPU Energy has the right
upon request to inspect all required protective equipment
associated with the Generation Facility's interconnection(s).
2. GPU Energy shall reserve the right to specify settings of all
isolation devices which are part of the Generation Facility's
system.
3. GPU Energy shall require initial inspection and testing as
well as subsequent inspection and testing of the Generating
Facilty's isolation and fault protection systems (27-62,
59-62, 81o, 81u-62, etc.) at the Generation Facility's expense
on an annual basis. All required testing shall be performed
and certified by a qualified testing organization acceptable
to GPU Energy (Attachment 3). GPU Energy reserves the right to
observe any tests performed. Maintenance of these systems must
be performed and documented by the Power Producer at specified
intervals to the satisfaction of GPU Energy. GPU Energy shall
reserve the right to disconnect the Generation Facility and/or
the cogeneration equipment from the GPU system for failure to
comply with these inspections, testing and maintenance
requirements.
M. FINAL INTERCONNECTION APPROVAL
Final interconnection approval will be given upon:
1. Positive engineering review of the Generation Facility's
Electrical Plans (See Section C2).
2. Receipt of all information required in Section C1 in
triplicate.
3. Written certification from an approved relay testing
organization (Attachment 3) that all fault protection relays
have been successfully acceptance tested, commissioned, set,
and functionally trip tested.
4. Settings, acceptance testing, commissioning and functional
trip testing of all Isolation Protection Relays shall have
been successfully completed by the relay testing organization
and approved by GPU Energy.
D15
Attachment 1
PROTECTION REQUIREMENTS
Figure
1 Generation Connected to System Voltages 34.5 kV Wye and Below
2 Generation Connected to System Voltages 34.5 kV Delta and Above with Wye-Wye
and Delta-Wye Transformer Connections
3 Generation Connected to System Voltages 34.5 kv Delta and Above with
Wye-Delta and Delta-Delta Transformer Connections
D16
GENERATION CONNECTED TO SYSTEM VOLTAGES
[FIGURE 1 GRAPHIC OMITTED]
D17
GENERATION CONNECTED TO SYSTEM VOLTAGES
[FIGURE 2 GRAPHIC OMITTED]
D18
GENERATION CONNECTED TO SYSTEM VOLTAGES
[FIGURE 3 GRAPHIC OMITTED]
D19
Attachment 2
GENERATOR DATA
FOR STABILITY CALCULATIONS
Machine MVA base for each machine: ____________
____________
____________
Step-up transformer percent impedance and MVA base
__________ % R + J __________ % X ____________ MVA
__________ % R + J __________ % X ____________ MVA
| Value* | Description (for each machine)
|________|________________________________________________________________________________________________________
| |
|________| T'do (sec. 0)
| |
|________| T'do (sec. 0)
| |
|________| T'qo (sec. 0)
| |
|________| T"qo (sec. 0)
| |
|________| Inertia H Total Shaft Inertia (Turbine, exciter, generator)
| |
|________| Speed Damping D If unavailable, program defaults to 0.0
| |
|________| Xd |-----------------------------------------|
| | | Excitation System |
|________| Xq | ----------------- |
| | | |
|________| X'd | Brand Name_______________________ |
| | | |
|________| X'q | |
| | | Type______________________________ |
|________| X"d = X"q | |
| | ------------------------------------------
|________| X1 If unavailable, program defaults to 0.05Xd
| |
|________| S(1.0) Saturation values 1.0 p.u. voltage; if unavailable, program defaults to 0.11
| |
|________| S(1.2) Saturation values 1.2 p.u. voltage; if unavailable, program defaults to 0.48
| |
|________|
* Xd, Xq, X'd, X'q, X"d, X"q, X1, H, and D are in p.u. machine base.
X"q must be equal to X"d.
D20
Attachment 3
ACCEPTED RELAY TESTING ORGANIZATIONS
GPU Energy
ABB Power T&D Company
One Bala Plaza
Bala Cynwyd, Pennsylvania 10994
Doble Engineering Company
85 Walnut Street
Watertown, Massachusetts 02172
General Electric Company
205 Great Valley Parkway
Malvern, Pennsylvania 19355
GPU Energy Company
2800 Pottsville Pike
Post Office Box 16001
Reading, PA 19640-0001
MET Electrical Testing Company, Inc.
916 W. Patapsco Avenue
Baltimore, Maryland 21230
Multi-Amp Corporation
4271 Bronze Way
Dallas, Texas 75237
Addresses identified above are GPU Energy's regional contacts for relay testing
services. Other regional contacts may be more appropriate for the consulting
engineer.
D21
REFERENCES
1. Guide for Interconnection Requirements and Parallel Operation of
Customer-Owned Generation Georgia Power Company - Electric Operations
Bulletin No. 51
2. Protection Requirements for Parallel Operation of Non-Utility
Generation, Pennsylvania Power & Light Company - Revision #5 dated June
20, 1988
D22
APPENDIX E
INTERCONNECTION INSTALLATION AGREEMENT
BETWEEN
METROPOLITAN EDISON COMPANY
d/b/a GPU ENERGY
AND
AES IRONWOOD, L.L.C.
TABLE OF CONTENTS
ARTICLE TITLE OF ARTICLE PAGE NO.
------- ---------------- --------
I Scope of Work E2
II Schedule of Work E2
III Payment E2
IV Bonus/Liquidated Damages E3
V General Provisions E5
VI Notices E5
VII Authorization for Changes and Approvals E5
VIII Entire Agreement E6
Attachment I Scope of Work
Attachment II Schedule of Work
Attachment III General Provisions
INTERCONNECTION INSTALLATION AGREEMENT
THIS AGREEMENT ("Installation Agreement"), entered into the ______ day
of ____________, 19_____, between Metropolitan Edison Company d/b/a GPU Energy,
(hereinafter referred to as the "Company") and AES Ironwood, L.L.C.,
(hereinafter referred to as "Power Producer"), collectively "Parties".
RECITALS
WHEREAS, Power Producer desires to build the Ironwood power plant and
interconnect with the Transmission System; and
WHEREAS, the Company is willing to design, furnish, install and own
certain facilities required to interconnect Power Producer's Facility with the
Transmission System, as more fully defined and described in the Generation
Facility Transmission Interconnection Agreement between the Parties ("Company
Interconnection Facilities").
WHEREAS, Power Producer has placed a high priority on the Schedule of
Work and desires that the Company accept Bonus/Liquidated Damages provisions
relating to this Installation Agreement.
WHEREAS, the Company is willing to accept Bonus/Liquidated Damages
provisions relating to this Installation Agreement.
NOW, THEREFORE, in consideration of the mutual representations,
covenants, promises and agreements hereinafter set forth, the Parties hereto,
intending to be legally bound, hereby covenant and agree as follows:
E1
ARTICLE I - SCOPE OF WORK
The Company shall, in accordance with the provisions set forth herein,
provide all labor, supervision, materials and equipment necessary to perform the
interconnection installation as more fully described in Attachment I, attached
hereto and made a part hereof, entitled "Scope of Work".
ARTICLE II - SCHEDULE OF WORK
The Company shall use reasonable efforts to perform the Scope of Work
on a timely basis in accordance with the schedule set forth in Attachment II,
which is attached hereto and made a part hereof, entitled "Schedule of Work".
ARTICLE III - PAYMENT
Power Producer shall pay the Company for the actual costs of all
services performed by the Company, as specified in Attachment I - Scope of Work.
Costs shall include, but not be limited to, all labor charges, expenses,
materials and equipment charges, subcontractor costs, overheads and all
applicable permits, fees and sales, use or any other taxes.
Power Producer shall provide an advanced payment of $1,500,000.00 at
the time this Installation Agreement is executed. This amount shall be used by
the Company during the execution of the work first to offset AFUDC charges, then
to offset the final invoiced costs.
The Company shall submit monthly invoices for work performed. Each
invoice shall include supporting documentation and shall state the dates of
performance covered by the
E2
invoice. Invoices in the final stages of the project will be adjusted to credit
for the application of advance payment.
Terms of payment shall be Net 30 days from the date of invoice
issuance. Interest shall be assessed on payments received after their due date
at the interest rate applied to prime commercial loans then in effect at the
main office of Citibank N.A., located in New York, N.Y. or its successor,
calculated from the due date to the date of payment.
Power Producer may, at any time, assign its payment obligations
hereunder to the purchaser of the output of the Ironwood facility. Power
Producer shall provide the Company with such notice of such assignment,
identifying the assignee. Following receipt of such notice, the Company shall
direct its invoices under this Installation Agreement to the assignee with a
copy to Power Producer. No such assignment, however, shall release or in any way
discharge Power Producer from the performance of its obligations (including any
or all payment obligations) under this Installation Agreement.
ARTICLE IV - BONUS/LIQUIDATED DAMAGES
If the actual completion date for Phase 1 varies from the date shown in
the Schedule of Work Attachment II, the following provisions shall apply:
1. If the actual completion date is later than the scheduled completion
date, the Company will pay Power Producer Liquidated Damages in the amount of
$5,000.00 per day for each day by which the Phase 1 work is not complete for up
to and including 42 days delay (August 11, 2000).
2. If the actual completion date is earlier than the scheduled
completion date, Power Producer will pay the Company a Bonus for early
completion in the amount of $5,000.00 per day for each day by which the Phase 1
work is completed early, for up to and including 30 days early
E3
(May 31, 2000). It is understood by the Parties that the Company will utilize
overtime from time to time during the installation of the Interconnection
Facilities for the purpose of properly scheduling the work. Examples of this are
the use of overtime when working in active substations as required to minimize
the duration of substation outages or to complete work activities which are
better completed in one day rather than extending the work into a second day. It
is also understood by the parties that overtime is not intended to be used
purely for the benefit of accelerating schedule to achieve the Bonus. If
overtime is used for this purpose, the premium portion of overtime cost will be
deducted from the Bonus amount.
If it becomes apparent at any time that the Company will not complete
the Phase 1 work within 42 days after the scheduled completion date, and the
Company cannot within 30 days (of the delay becoming known) propose a recovery
plan reasonably acceptable to Power Producer, then Power Producer shall have
step in rights to complete the work in accordance with Company's specifications
and pursuant to Good Utility Practice, provided that Power Producer can
demonstrate that they could complete more quickly than the Company.
In further consideration of agreement to the Bonus/Liquidated Damages
provisions above and to an earlier agreement that the Company would proceed with
engineering before execution of the Installation Agreement and set the
completion date for Phase 1 work at June 30, 2000, Power Producer will pay the
Company for the work undertaken by the Company prior to December 17, 1998 in the
amount of $40,000. This payment shall be due within 30 days of signing this
Installation Agreement.
E4
ARTICLE V - GENERAL PROVISIONS
The terms and conditions contained in Attachment III, attached hereto
and made part hereof, entitled "General Provisions", dated March 18, 1999 shall
apply to all services performed under this Installation Agreement.
ARTICLE VI - NOTICES
Any notice required under this Installation Agreement shall be deemed
to have been given at the time it is received in writing by the party being
notified. The designees authorized to give and receive such notices are as
follows:
1. The Company designees authorized to give and receive such notices are
as follows:
Bradley J. Breidinger
Manager - Transmission Investment Planning
2800 Pottsville Pike
Reading, PA 19605
Or Post Office Box 16001
Reading, PA 19604-0001
2. The Power Producer designees authorized to give and receive such
notices are as follows:
Patricia Rollin
Vice President
AES Ironwood, L.L.C.
1001 North 19th Street
Arlington, VA 22209
ARTICLE VII - AUTHORIZATION FOR CHANGES AND APPROVALS
A. This Installation Agreement may not be amended or modified except by
a written instrument signed by each of the Parties hereto.
E5
B. The Company designated representatives listed below are the only
persons authorized to bind the Company under this Installation Agreement,
including any written direction or amendment hereto:
Robert S. Zechman
VP - Engineering & Operations
ARTICLE VIII - ENTIRE AGREEMENT
This Installation Agreement, together with that certain Generation
Facility Transmission Interconnection Agreement between the Parties of even date
herewith, constitute the entire agreement between the Company and the Power
Producer with respect to the performance by the Parties of the interconnection
installation described herein. They supersede all prior or contemporaneous
communications, representations, or agreements, representations, statements, or
agreements other than those herein expressed, whether oral or written, with
respect to the subject matter hereof and has been induced by no representations,
statements, or agreements other than those herein expressed.
E6
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by
the undersigned thereunto duly authorized as of the date first written above.
METROPOLITAN EDISON COMPANY
WITNESS: d/b/a GPU ENERGY
By: /s/ William C. Matthews By: /s/ R. S. Zechman
----------------------------- -----------------------------
Title: Title: Vice-President
-------------------------- ---------------------------
Date: Date: March 23, 1999
--------------------------- ----------------------------
WITNESS: AES Ironwood, Inc.
By: /s/ Alicia Slinn By: /s/ Patricia L. Rollin
----------------------------- -----------------------------
Title: Administrative Assistant Title: Vice President
-------------------------- ---------------------------
Date: March 23, 1999 Date: March 23, 1999
--------------------------- ----------------------------
E7
Attachment I
Page 1
INTERCONNECTION INSTALLATION AGREEMENT
SCOPE OF WORK
Services to be performed by the Company:
The Company will provide all labor, supervision, materials, equipment and tools
needed to design, furnish and install the Company Interconnection Facilities for
the AES Ironwood project. It is understood by the Parties, additional items for
interconnection and reinforcement may be identified, the interconnection
configuration may change, and the actual costs will differ from the estimated
costs shown below. In addition, it is understood by the Parties that the Power
Producer will pay for all actual costs incurred by the Company under this
Installation Agreement.
Estimated Amount
Item Project Description Reimbursable by AES
- ---- ------------------- -------------------
1 230kV Line Tap & In/Out $150,000
2 GPU Bus at AES $1,791,000
3 Tap of 1071 to 1001 $36,000
4 Replace 76-1 Line Drop Loops at Fifth & Green
(0.84 miles of 69kV) $400,000
5 S. Lebanon Sub 230kV Breaker, Terminals & Relaying $499,000
6 N. Hershey Sub Relaying $84,000
7 Lyons Sub 230 kV Breaker and Relaying $619,000
8 Middletown Jct. Sub Relaying $62,000
9 S. Reading Sub Relaying $62,000
Sub Total $3,703,000
Return (8.69% of Items 1 through 9) $322,000
Total $4,025,000
Attachment II
Page 1
INTERCONNECTION INSTALLATION AGREEMENT
SCHEDULE OF WORK
Power Producer Commitments:
Provide the area for the GPU Substation in a final
subgrade condition ready for the start of construction plus
provide an easement and continuous access to that area and the
area over which the transmission line travels to the edge of
the existing GPU right-of-way.
July 1, 1999
Note: Any delay in meeting the above date will delay
the Company in meeting their commitment dates on a
day-for-day basis.
GPU Energy Commitments:
Phase 1:
Provide those Company Interconnection Facilities
necessary to permit the Power Producer to energize the
switchyard and commence commissioning of
the Facility. June 30, 2000
Phase 2:
Complete all remaining Company Interconnection
Facilities necessary to interconnect Power Producer with
the Transmission System. August 31, 2000
Attachment III
Page 1
Dated March 18, 1999
INTERCONNECTION INSTALLATION AGREEMENT
GENERAL PROVISIONS
INSURANCE
The Company shall, at its sole expense, obtain and maintain in effect
at all times on and after the date hereof the insurance described
below, with insurers reasonably acceptable to Power Producer, and shall
provide Power Producer with evidence of such insurance upon request.
All insurance policies identified herein, except Worker's Compensation
Insurance, shall name the Power Producer as an additional insured:
(a) workers' compensation insurance in forms and within statutory
limits and employer's liability with limits of not less than
$1,000,000;
(b) comprehensive general liability insurance (excluding automobile
liability) covering personal injury and property damage to third
parties and having a limit of not less than $1,000,000 per occurrence
and $1,000,000 in the aggregate; and
(c) automobile liability insurance covering owned and leased vehicles
used in the performance of services pursuant to this Installation
Agreement, covering personal injury and property damage to third
parties, with a limit of not less than $1,000,000 per occurrence.
LIMITATION OF LIABILITY
A. Notwithstanding any other provisions of this Installation Agreement, in
no event shall the Company nor its respective officers, directors,
partners, agents, employees or Affiliates, be liable to the Power
Producer or its Affiliates, officers, directors, partners, agents,
employees, successors or assigns, for claims for incidental, special,
indirect or consequential damages of any nature connected with or
resulting from performance or non-performance of this Installation
Agreement, including without limitation, claims in the nature of lost
revenues, income or profits or losses, damages or liabilities under any
financing, lending, construction, or maintenance contracts, agreements
or arrangements to which the Power Producer may be party irrespective
of whether such claims are based on warranty, negligence, strict
liability, contract, or operational loss or otherwise. Provisions of
this Section A shall survive the termination, cancellation, suspension
or completion or expiration of this Installation Agreement.
B. The total liability of the Company under this Installation Agreement
for all claims of any kind, whether based on contract, indemnity,
warranty, tort (including negligence), strict liability, duty to warn,
or otherwise, for all damages or losses relating to or resulting from
the performance of services by the Company pursuant to this
Installation Agreement, or the performance of or failure to perform the
services described more fully under the Scope of
Attachment III
Page 2
Work within this Installation Agreement is limited to the amount of
money paid to the date of the claim. For purposes of this Installation
Agreement the Company includes Metropolitan Edison Company, its parent
and affiliates and officers, directors, employees, representatives,
associates, agents, successors and assigns of all such companies. Also,
the remedies expressed in this Installation Agreement are the only
remedies for any claims made in connection with this Installation
Agreement.
C. The provisions of this paragraph and any other provisions of this
Installation Agreement providing for limitation of or protection
against liability shall apply to the full extent permitted by law.
D. The provisions of this paragraph and any other provisions of this
Installation Agreement providing for limitation of or protection
against liabilities between the Parties hereto shall survive
termination of this agreement or completion of the work as described
herein.
GRATUITIES
The Company prohibits their employees from using their official
position for personal financial gain, or from accepting any personal
advantage from anyone under circumstances which might reasonably be
interpreted as an attempt to influence the recipients in the conduct of
their official duties. Power Producer or its employees shall not, under
circumstances which might reasonably be interpreted as an attempt to
influence the recipients in the conduct of their duties, extend any
gratuity or special favor to employees of the Company.
CLAIMS/DISPUTES/GOVERNING LAWS
A. Any claim or dispute which either party may have against the other
party, arising out of this Installation Agreement or the Scope of Work,
shall be presented by the claimant in writing to the other party no
later than Thirty (30) Days after circumstances which give rise to the
claim or dispute have taken place. The claim or dispute shall contain a
concise statement of the question or dispute, together with relevant
facts and data to fully support the claims.
B. In the event of any such claim or dispute, the Parties shall use their
best effort to resolve the claim or dispute, initially, through good
faith negotiations or upon the failure of such negotiations, through
Alternative Dispute Resolution (ADR) techniques in accordance with the
Model Procedure for Mediation of Business Disputes as published by the
Center for Public Resources; provided however, that nothing therein
contained shall prohibit either party from terminating its
participation in ADR during any stage of ADR or if either party
believes that the dispute is not suitable for ADR techniques or if such
techniques do not produce results satisfactory to the Parties from
proceeding in accordance with Paragraph C hereof.
Attachment III
Page 3
C. If any claim or dispute arising hereunder is not resolved in accordance
with Paragraph B above, either party may, upon giving the other party
at least ten (10) days prior written notice, initiate litigation to
submit such claims or disputes for decision by a court of competent
jurisdiction of the Commonwealth of Pennsylvania in accordance with and
governed by the laws of Pennsylvania.
ACCESS
The Power Producer will allow access to any premises under the Power
Producer's immediate control and obtain appropriate permission to allow
the Company's employees or subcontractor's access to premises not under
the Power Producer's control that the Company finds necessary to access
in order to perform the services more fully described herein.
WORKMANSHIP
A. The Company represents to the Power Producer that it will perform the
services as described in this agreement, in a good and workmanlike
manner and in accordance with all applicable laws, rules, regulations,
orders and policies.
B. POWER PRODUCER ACKNOWLEDGES THAT THERE ARE NO IMPLIED WARRANTIES FROM
THE COMPANY AND/OR WAIVES ANY WARRANTIES THAT MAY ARISE BY OPERATION OF
LAW, CUSTOM, USAGE, INCLUDING AMONG OTHER THINGS, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. Damages resulting from any and all causes whatsoever, including but not
limited to, breach of contract, breach of warranty, negligence, or
strict product liability, will be exclusively limited to this paragraph
and the Limitation of Liability paragraph contained herein.