Exhibit 10.09
INTERCONNECTION AGREEMENT
DATED MAY 23, 2002
BETWEEN
EL PASO ELECTRIC COMPANY
AND
PUBLIC SERVICE COMPANY OF NEW MEXICO
DESIGNATED SERVICE AGREEMENT NO. 47
UNDER FERC ELECTRIC TARIFF NO. 1
EFFECTIVE DATE: MAY 23, 2002
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
El Paso Electric Company ) Docket No. ER02-
NOTICE OF FILING
Take notice that on May 29, 2002, El Paso Electric Company ("EPE") tendered for
filing an executed Interconnection Agreement ("Agreement") between EPE and
Public Service Company of New Mexico. EPE seeks an effective date of May 23,
2002 for the Agreement.
Any person desiring to be heard or to protest such filing should file a motion
to intervene or protest with the Federal Energy Regulatory Commission, 888 First
Street, N.E., Washington, DC 20426, in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure, 18 C.F.R. (S)(S) 385.211 and
385.214. All such motions and protests should be filed on or before the Comment
Date. Protests will be considered by the Commission to determine the
appropriate action to be taken but will not serve to make protestants parties to
the proceedings. Any person wishing to become a party must file a motion to
intervene. Copies of this filing are on file with the Commission and are
available for public inspection. This filing may be viewed on the web at
http://www.ferc.gov using the "RIMS" link. Select "Docket #" from the RIMS menu
and follow the instructions. Please call (202) 208-2222 for assistance.
Comments, protests, and interventions may be filed electronically via the
Internet in lieu of paper.
Magalie Roman Salas
Secretary
Comment Date:
Table Of Contents
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Article I DEFINITIONS................................................................................ 1
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Article II TERM...................................................................................... 8
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2.1 Effectiveness of this Agreement.................................................... 8
2.2 FERC Filing........................................................................ 8
2.3 Term............................................................................... 9
2.4 Material Adverse Change............................................................ 9
2.5 Survival........................................................................... 9
Article III CONTINUING OBLIGATIONS AND RESPONSIBILITIES.............................................. 9
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3.1 Interconnection Service Provided................................................... 9
3.2 Scope of Interconnection Service................................................... 9
3.3 Services Outside Scope of Agreement................................................ 10
3.4 No Guarantees; Release............................................................. 11
3.5 Reporting Requirements............................................................. 11
3.6 Third Party Activity............................................................... 11
3.7 Compliance with EPE OATT and FERC Orders No. 888 and No. 889....................... 12
Article IV OPERATING COMMITTEE....................................................................... 12
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4.1 Operating Committee................................................................ 12
4.2 Responsibilities of the Operating Committee........................................ 12
4.3 Effectiveness of Operating Committee Determinations................................ 12
Article V FACILITY INTERCONNECTION................................................................... 12
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5.1 Establishment of Interconnection................................................... 13
5.2 Necessary Easements, Permits, Licenses, Etc........................................ 13
5.3 Design and Construction of Generator's Interconnection Facilities.................. 13
5.4 Design and Construction of EPE Interconnection Facilities and Interconnection
System Upgrades................................................................... 14
5.5 Subcontractors..................................................................... 16
5.6 Rights of Access................................................................... 16
5.7 Course and Completion of Construction.............................................. 17
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Interconnection Agreement between EXECUTION VERSION
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5.8 Timely Completion......................................................................... 18
5.9 Environmental Compliance and Procedures................................................... 18
5.10 Generator Modeling Data................................................................... 18
5.11 Equipment Requirements.................................................................... 19
5.12 Required Diagrams......................................................................... 19
5.13 Required Personnel Information............................................................ 19
5.14 Use of Afton Switching Station by Third Parties........................................... 19
5.15 Interconnected Facilities and Facility Additions, Modifications or Replacements........... 20
Article VI ACCEPTANCE AND PERFORMANCE TESTING AND COMPLIANCE MONITORING.................................... 21
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6.1 Responsibility for Testing................................................................ 21
6.2 Responsibility for Modifications Following Testing........................................ 21
6.3 Documentation of Results to EPE or the Operating Agent.................................... 22
6.4 Facility Certification.................................................................... 23
6.5 Transmission Service During Testing....................................................... 23
6.6 EPE Inspection Rights..................................................................... 23
6.7 Generator Inspection Rights............................................................... 23
6.8 EPE's Reviews, Inspections, and Approvals................................................. 23
Article VII INTERCONNECTION FACILITY COSTS AND BILLING...................................................... 23
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7.1 Interconnection Construction Completion and Cost.......................................... 23
7.2 Invoices and Payments..................................................................... 24
7.3 Adjustments............................................................................... 26
7.4 Payment Not a Waiver...................................................................... 26
7.5 Income Taxes.............................................................................. 26
Article VIII OPERATIONS..................................................................................... 27
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8.1 General................................................................................... 27
8.2 Obligations of Operating Agent............................................................ 27
8.3 Obligations of Generator.................................................................. 28
8.4 Reliability Criteria...................................................................... 28
8.5 Quality of Power.......................................................................... 29
8.6 Protection and System Quality............................................................. 29
8.7 Adjustments............................................................................... 30
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8.8 Switching and Tagging Procedures................................. 30
8.9 General Orders................................................... 31
8.10 Generation Alert................................................. 31
Article IX RELIABILITY MANAGEMENT SYSTEM................................... 31
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9.1 Purpose.......................................................... 31
9.2 Compliance....................................................... 31
9.3 Participant Status............................................... 31
9.4 Payment of Sanctions............................................. 32
9.5 Transfer of Control or Sale of Facility.......................... 32
9.6 Failure to Comply with RMS....................................... 32
9.7 Publication...................................................... 32
9.8 Third Parties.................................................... 32
9.9 Reserved Rights.................................................. 33
9.10 Termination...................................................... 33
9.11 Mutual Agreement................................................. 33
9.12 Severability..................................................... 33
Article X REACTIVE POWER.................................................... 33
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10.1 Obligation to Supply Reactive Power.............................. 33
10.2 Compensation..................................................... 33
10.3 Reactive Power Standards......................................... 33
10.4 Failure to Supply Reactive Power................................. 34
Article XI OUTAGES, INTERRUPTIONS, AND DISCONNECTIONS....................... 34
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11.1 Outage Scheduling................................................ 34
11.2 Scheduled Maintenance and Coordination........................... 35
11.3 Other Maintenance and Coordination............................... 35
11.4 Unplanned Outages................................................ 35
11.5 Disconnection.................................................... 35
11.6 Continuity of Service............................................ 36
Article XII EMERGENCY AND ABNORMAL CONDITION PROCEDURES..................... 36
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12.1 Emergency........................................................ 36
12.2 Notice of Emergency.............................................. 37
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Interconnection Agreement between -iii- EXECUTION VERSION
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12.3 Immediate Action................................................ 37
12.4 Disconnection of Facility in Event of Potential Emergency....... 38
12.5 Audit Rights.................................................... 38
12.6 Abnormal Conditions............................................. 39
Article XIII MAINTENANCE................................................... 39
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13.1 The Operating Agent Obligations................................. 39
13.2 Generator Obligations........................................... 39
13.3 Maintenance Expenses............................................ 40
13.4 Coordination.................................................... 40
13.5 Observation of Deficiencies..................................... 40
13.6 Review of Maintenance Records................................... 40
Article XIV METERING....................................................... 41
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14.1 General......................................................... 41
14.2 Testing......................................................... 41
14.3 Data Metered.................................................... 41
14.4 Data Available Upon Request..................................... 41
14.5 Costs........................................................... 41
Article XV SAFETY.......................................................... 41
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15.1 General......................................................... 42
15.2 Environmental Releases.......................................... 42
15.3 Other Environmental Impact...................................... 42
Article XVI COMMUNICATIONS................................................. 42
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16.1 Equipment....................................................... 42
16.2 Remote Terminal Unit............................................ 42
Article XVII INFORMATION REPORTING......................................... 43
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17.1 General......................................................... 43
17.2 Compliance Monitoring Reporting................................. 43
17.3 Regulatory Agency Reporting..................................... 43
17.4 Penalties....................................................... 43
Article XVIII DOCUMENTATION................................................ 43
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18.1 General......................................................... 43
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18.2 Drawings.................................................... 44
Article XIX FORCE MAJEURE............................................... 44
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19.1 Definition.................................................. 44
19.2 Performance Excused......................................... 45
19.3 Labor Issues................................................ 45
19.4 Payment Not Excused......................................... 45
Article XX INDEMNIFICATION............................................. 45
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20.1 INTERCONNECTION INDEMNITY................................... 45
20.2 RECIPROCAL INDEMNITY........................................ 46
20.3 DAMAGE DISCLAIMER........................................... 46
20.4 Indemnities Reformed........................................ 46
20.5 Indemnification Procedures.................................. 46
20.6 Additional Indemnification Provisions....................... 47
20.7 Survival.................................................... 47
Article XXI INSURANCE................................................... 47
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21.1 Generator................................................... 47
21.2 EPE or Operating Agent...................................... 47
21.3 Notice of Cancellation...................................... 48
21.4 Self-Insurance.............................................. 48
Article XXII DEFAULT..................................................... 48
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22.1 General..................................................... 48
22.2 Events Constituting Breach.................................. 48
22.3 Notice by Breaching Party................................... 49
22.4 Cure and Default............................................ 49
22.5 Continued Operations........................................ 50
22.6 Upon Default................................................ 50
22.7 Generator's Default in Payment for Equipment................ 50
Article XXIII TERMINATION................................................. 51
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23.1 Expiration of Term.......................................... 51
23.2 Termination in the Event of Default......................... 51
23.3 Survival.................................................... 51
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23.4 Disconnection and Disposition of Facilities Upon Termination....................... 51
Article XXIV CREDITWORTHINESS..................................................................... 51
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Article XXV RELATIONSHIP OF THE PARTIES........................................................... 51
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Article XXVI REPRESENTATIONS AND WARRANTIES....................................................... 52
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26.1 Representations of EPE............................................................. 52
26.2 Representations of Generator....................................................... 52
26.3 Representations of Each Party...................................................... 53
Article XXVII ASSIGNMENT.......................................................................... 53
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27.1 General............................................................................ 53
27.2 EPE................................................................................ 53
27.3 Generator.......................................................................... 54
27.4 No Relief in Event of Assignment................................................... 54
Article XXVIII CONFIDENTIALITY.................................................................... 54
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28.1 General............................................................................ 54
28.2 Scope.............................................................................. 54
28.3 Rights in Confidential Information................................................. 54
28.4 Standard of Care................................................................... 55
28.5 Required Disclosures............................................................... 55
28.6 Possession of Confidential Information at Termination of Agreement................. 55
28.7 Remedies Regarding Confidentiality................................................. 55
Article XXIX DISPUTE RESOLUTION................................................................... 55
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29.1 Dispute Resolution by Operating Committee.......................................... 55
29.2 Dispute Resolution by Senior Management............................................ 55
29.3 Arbitration........................................................................ 56
29.4 FERC Jurisdiction Over Certain Disputes............................................ 57
29.5 Continued Performance.............................................................. 58
Article XXX MISCELLANEOUS......................................................................... 58
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30.1 Partial Invalidity................................................................. 58
30.2 Successors Included................................................................ 58
30.3 Applicable Laws and Regulations.................................................... 58
30.4 Choice of Law and Jurisdiction..................................................... 58
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30.5 Entire Agreement....................................... 58
30.6 Counterparts to this Agreement......................... 58
30.7 Amendments............................................. 58
30.8 Amendments Included.................................... 59
30.9 Notices................................................ 59
30.10 Waivers................................................ 60
30.11 No Third Party Beneficiaries........................... 60
30.12 Further Assurances..................................... 60
30.13 Headings............................................... 60
30.14 Articles............................................... 60
30.15 Number, Gender, and Inclusion.......................... 60
30.16 Good Utility Practice.................................. 61
30.17 Succession Upon Membership in an RTO................... 61
30.18 Notification of Change of Operating Agent.............. 61
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Interconnection Agreement between -vii- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
INTERCONNECTION AGREEMENT
This Interconnection Agreement (as defined below, "Agreement") is made and
entered into as of this _____________ day of ______________________, 2002, by
and between El Paso Electric Company ("EPE"), a corporation organized under the
laws of the State of Texas, and Public Service Company of New Mexico
("Generator"), a corporation organized under the laws of the State of New
Mexico.
W I T N E S S E T H
WHEREAS, EPE is engaged in the transmission and distribution of electric
energy in the States of New Mexico and Texas;
WHEREAS, EPE will own and operate the new Afton Switching Station near
Afton, New Mexico and 345 kV transmission lines from the existing EPE
Transmission System to Afton Switching Station;
WHEREAS, Generator will construct, own and operate an electric generating
facility (as defined below, "Facility") located near Afton, New Mexico;
WHEREAS, Generator will construct the new Afton Switching Station and 345
kV transmission lines from Afton Switching Station to EPE's existing
transmission system;
WHEREAS, Generator seeks to interconnect the Facility with the EPE
Transmission System at the Afton Switching Station;
WHEREAS, this Agreement does not provide for transmission, distribution or
ancillary services and separate arrangements are required for such services; and
WHEREAS, EPE and Generator have agreed to execute an interconnection
agreement to interconnect the Facility with the EPE Transmission System at the
Afton Switching Station.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the Parties agree as follows:
Article I
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
following meanings.
1.1 "Abnormal Condition" means any condition at the Facility, on the
Interconnected Facilities, at the Afton Switching Station, on the EPE
Transmission System, or on the transmission system of other utilities which
is outside normal operating parameters such that facilities are
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Interconnection Agreement between -1- EXECUTION VERSION
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Public Service Company of New Mexico
operating outside their normal ratings or reasonable operating limits have
been exceeded and would result in an Emergency if these conditions
continue. Any condition or situation that results from lack of sufficient
planned generating capacity to meet load requirements or that results
solely from economic conditions shall not, standing alone, constitute an
Abnormal Condition.
1.2 "Affiliate" means, with respect to any Person, any other Person (other
than an individual) that, directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control
with, such Person. For this purpose, "control" means the direct or
indirect ownership of fifty percent (50%) or more of the outstanding
capital stock or other equity interests having ordinary voting power.
1.3 "Afton Switching Station" means the 345 kV substation to be constructed by
Generator, and owned and operated by EPE near Afton, New Mexico as
depicted in Appendix D.
1.4 "Agents" means the officers, directors, shareholders, employees or agents
acting on behalf of a Party or group of Parties.
1.5 "Agreement" means this Interconnection Agreement between EPE and
Generator, including attachments, exhibits, and appendices.
1.6 "Applicable Laws and Regulations" means all applicable federal, state and
local laws, codes, ordinances, rules and regulations, and all duly
promulgated orders and other duly authorized actions, as amended from time
to time, and whether now existing or hereafter enacted, promulgated,
entered or otherwise arising, of any Governmental Authority having
jurisdiction over the Parties and/or their respective facilities.
1.7 "Bankruptcy Laws" shall have the meaning set forth in Article 22.2(c).
1.8 "Breaching Party" shall have the meaning set forth in Article 22.2.
1.9 "Business Day" means any day on which the Federal Reserve member banks are
open for business. A Business Day shall commence at 8:00 a.m. and close at
5:00 p.m., local time, at the location of the relevant Party's principal
place of business, or at such other location as the context may require.
The relevant Party, in each instance unless otherwise specified, shall be
the Party to which the notice, payment, or delivery is being sent and by
which the notice, payment, or delivery is being received.
1.10 "Commercial Operation Date" means the first day on which the Facility
generates electric energy, other than test energy, for sale.
1.11 "Commercially Reasonable Efforts" means efforts by a Party to perform the
particular obligation under this Agreement using skills, time and funds
which are customary and reasonable in transactions of the kind and nature
contemplated by this Agreement in order for such Party to satisfy such
obligation under this Agreement.
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Interconnection Agreement between -2- EXECUTION VERSION
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Public Service Company of New Mexico
1.12 "Confidential Information" means any confidential, proprietary, or trade
secret information associated with a plan, specification, pattern,
procedure, design, device, list, concept, policy, or compilation relating
to the present or planned business of a Party (including all information
relating to a Party's technology, research and development, business
affairs and pricing), which is designated as "Confidential" by the Party
supplying the information, whether conveyed orally, in writing,
electronically, through inspection, or otherwise prior to or after the
Effective Date. Any Confidential Information designated as such by a Party
that is conveyed in writing or electronically must clearly be designated
or marked as confidential on the face of the document or electronic
transmission. To the extent that the Confidential Information is
designated as such by a Party orally or through inspection, the Party
providing such information must inform the Party receiving such
information that it is Confidential Information.
1.13 "Custodian" shall have the meaning set forth in Article 22.2(c).
1.14 "Due Diligence" means the exercise of good faith efforts to perform a
required act on a timely basis and in accordance with Good Utility
Practice using the necessary technical resources and personnel.
1.15 "Effective Date" means the date set forth in Article 2.1 of this
Agreement.
1.16 "Emergency" means (a) a condition or situation which, in the judgment of
the Operating Agent, requires immediate manual or automatic action to
prevent (i) endangerment of life or property, or (ii) loss of firm load,
equipment damage, or tripping of system elements that could adversely
affect the reliability of the Afton Switching Station, the EPE
Transmission System or the electrical transmission systems of others to
which the EPE Transmission System is directly or indirectly connected, and
which requires that the output of the Facility be adjusted to help avoid
or mitigate such condition or situation, and (b) a condition or situation
which Generator deems imminently likely to (i) endanger life or property,
or (ii) adversely affect or impair the reliability of the Facility. The
conditions or situations described in Articles 1.16(a)(ii) and 1.16(b)(ii)
include equipment damage, danger of instability, voltage collapse or
uncontrollable cascading outages. Any condition or situation that results
from lack of sufficient planned generating capacity to meet load
requirements or that results solely from economic conditions shall not,
standing alone, constitute an Emergency.
1.17 "Environmental Laws" means federal, state, and local laws, regulations,
rules, ordinances, codes, decrees, judgments, directives, or judicial or
administrative orders (and any amendments thereto) relating to pollution
or protection of the environment, archaeological or natural resources, or
human health and safety, including laws relating to exposures, Releases or
threatened Releases of Hazardous Substances (including Releases or
threatened Releases to ambient air, surface water, groundwater, land,
surface and subsurface strata) or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, Release, transport, or
handling of Hazardous Substances.
1.18 "EPE" shall have the meaning set forth in the first paragraph of this
Agreement.
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Interconnection Agreement between -3- EXECUTION VERSION
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Public Service Company of New Mexico
1.19 "EPE Control Area" means the power system where EPE is responsible for
matching generation within the control area and net transactions with
other control areas with the prevailing real-time electrical load in the
control area, for maintaining within limits generally accepted as Good
Utility Practice scheduled interchange with neighboring control areas, and
for maintaining frequency within reasonable limits in accordance with Good
Utility Practice.
1.20 "EPE Interconnection Facilities" means all equipment and other facilities
owned, operated and maintained by EPE from the high-side bushings of the
generator step-up transformer indicated in Appendix B to the
interconnection to the existing EPE Transmission System, including Afton
Switching Station, the 345 kV transmission lines between Afton Switching
Station and the existing EPE Transmission System, and the Protective
Equipment, including any modifications, additions, or upgrades made to
such facilities, which, in conjunction with the Generator's
Interconnection Facilities, are necessary to connect the Facility to the
EPE Transmission System at the Afton Switching Station.
1.21 "EPE OATT" means EPE's Open Access Transmission Tariff filed with FERC in
accordance with FERC's Order No. 888, and any successor transmission
service tariff thereto, including any such successor tariff of a Regional
Transmission Organization to which EPE transfers operating authority over
the EPE Transmission System.
1.22 "EPE Transmission System" means all of the facilities owned by EPE,
including the EPE Interconnection Facilities, that are made available for
the purpose of providing transmission service under the EPE OATT.
1.23 "Facility" means Generator's electric generating facility with an output
of 135 MW located near Afton, New Mexico, together with the other
property, facilities, and equipment owned and/or operated by Generator up
to and including the output terminals of the generator as indicated in
Appendix A.
1.24 "Federal Power Act" means the Federal Power Act, 16 U.S.C.(S)791a et seq.,
as amended from time to time.
1.25 "FERC" means the Federal Energy Regulatory Commission, or any successor
federal agency.
1.26 "General Orders" means the set of standard operating procedures, as
modified from time to time, by which the Operating Agent operates the EPE
Transmission System and which are applicable to generating facilities
connected to that transmission system, including, at the Effective Date,
the Facility.
1.27 "Generator" shall have the meaning set forth in the first paragraph of
this Agreement.
1.28 "Generator's Interconnection Facilities" means all equipment and other
facilities owned, operated and maintained by Generator, from the generator
output terminals up to the high-side bushings of the generator step-up
transformer as indicated in Appendix A, including
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Interconnection Agreement between -4- EXECUTION VERSION
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Public Service Company of New Mexico
the Protective Equipment, including any modifications, additions, or
upgrades made to such facilities, which, in conjunction with the EPE
Interconnection Facilities, are necessary to connect the Facility to the
EPE Transmission System at the Afton Switching Station.
1.29 "Good Utility Practice" means any of the practices, methods, and acts
required, approved, or engaged in by the WSCC, NERC, RTO (if applicable)
or a significant portion of the electric utility industry during the
relevant time period, or any of the practices, methods, and acts which, in
the exercise of reasonable judgment in light of the facts known at the
time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost consistent with good business
practices, reliability, safety, and expedition. Good Utility Practice is
not intended to be limited to the optimum practice, method, or act;
rather, it is intended to be a spectrum of practices, methods, and acts
generally accepted by the electric utility industry in the WSCC region.
Good Utility Practice shall include compliance with Applicable Laws and
Regulations.
1.30 "Governmental Authority" means any entity with proper jurisdiction or
authority over the Parties and/or their respective facilities, including
(i) a federal, tribal, state, local or municipal governmental body; (ii) a
governmental, regulatory or administrative agency, commission, body or
other authority exercising or entitled to exercise administrative,
executive, judicial, legislative, policy, regulatory or taxing authority
or power; and (iii) a court or governmental tribunal.
1.31 "Governor Droop" means the governor response characteristic (speed versus
output characteristic) defining the decrease in frequency needed to cause
generator output to go from no load to full load.
1.32 "Hazardous Substances" means (a) any petrochemical or petroleum products,
oil, coal ash, radioactive materials, radon gas, asbestos in any form that
is or could be friable, urea formaldehyde foam insulation and transformers
or other equipment that contains dielectric fluid that may contain
polychlorinated biphenyls; (b) any chemicals, materials, or substances
defined as or included in the definition of "hazardous substances,"
"hazardous wastes," "hazardous materials," "hazardous constituents,"
"restricted hazardous materials," "extremely hazardous substances," "toxic
substances," "contaminants," "pollutants," "toxic pollutants," or words of
similar meaning and regulatory effect under any applicable Environmental
Law; or (c) any other chemical, material, or substance, exposure to which
is prohibited, limited, or regulated by any applicable Environmental Law.
1.33 "Interconnected Facilities" means the EPE Interconnection Facilities and
Generator's Interconnection Facilities.
1.34 "Interconnection Point" means the point at which the Facility, via
Generator's Interconnection Facilities, is connected to the EPE
Transmission System at the Afton Switching Station as indicated on
Appendix D.
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Interconnection Agreement between -5- EXECUTION VERSION
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1.35 "Interconnection Service" means the service provided by EPE to
interconnect the Facility, via Generator's Interconnection Facilities,
with the EPE Transmission System at the Afton Switching Station.
1.36 "Interconnection Studies" means the studies performed by or on behalf of
EPE pursuant to an interconnection request by Generator which have
determined the design, specifications and cost estimate for the
Interconnected Facilities and any Interconnection System Upgrades
required to accommodate the interconnection of the Facility.
1.37 "Interconnection System Upgrades" means the necessary upgrades, if any,
to the EPE Transmission System that would not have been required but for
the interconnection of the Facility to the EPE Transmission System at
the Afton Switching Station and identified in Appendix B.
1.38 "Interest Rate" means the prime interest rate for currency as published
from time to time under "Money Rates" by The Wall Street Journal, or its
successor (or, if no longer so published, any substitute mutually
agreeable to the Parties), as of the payment due date and/or default
date, plus two (2) percent; provided, however, that in no event shall
the Interest Rate exceed the maximum interest rate permitted by
Applicable Laws and Regulations.
1.39 "Metering Equipment" means all metering equipment to be installed at the
Facility and at or near the Interconnection Point and Afton Switching
Station. Metering Equipment is identified in Appendices A, B and D.
1.40 "NERC" means the North American Electric Reliability Council, or any
successor organization.
1.41 "Non-Breaching Party" shall have the meaning set forth in Article
22.2(g).
1.42 "Operating Agent" shall mean the entity that operates the EPE
Transmission System, including the EPE Interconnection Facilities. On
the Effective Date of this Agreement, EPE is the Operating Agent for the
EPE Transmission System, including the EPE Interconnection Facilities.
1.43 "Operating Committee" shall have the meaning set forth in Article 4.1.
1.44 "Operation Date" means the day upon which the Interconnected Facilities
and Facility have been completed to EPE's and Generator's mutual
satisfaction and energized in parallel operation as confirmed in a
written notice provided by EPE to Generator.
1.45 "Participant" has the meaning as stated in Article 9.3.
1.46 "Parties" means EPE (including in its capacity as Operating Agent) and
Generator or the successor or permitted assignee of the rights and
obligations of any of the foregoing under this Agreement. "Party" means
one of the Parties.
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Interconnection Agreement between -6- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
1.47 "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity or a
government or any political subdivision or agency thereof.
1.48 "Power System Stabilizer (PSS)" means a control system applied at a
generator that monitors variables such as current, voltage and shaft
speed and sends the appropriate control signals to the voltage regulator
to damp system oscillations.
1.49 "Protective Equipment" means such protective relay systems, locks and
seals, breakers, automatic synchronizers, associated communication
equipment and other control schemes and protective apparatus as is
reasonably necessary under Good Utility Practice and standards of EPE
for the operation of the Facility in parallel with the EPE Transmission
System and to permit the facilities of EPE and the Facility to operate
reliably and safely.
1.50 "Regional Transmission Organization" or "RTO" means an entity approved
by FERC to assume responsibility for providing electric transmission
services and certain operational functions in a specific region in
accordance with FERC Order No. 2000.
1.51 "Release" means any release, spill, leak, discharge, disposal, pumping,
pouring, emission, emptying, injection, leaching, dumping, escape into
or through the environment of any Hazardous Substance.
1.52 "Reliability Management System" or "RMS" means the contractual
reliability management program implemented through the WSCC Reliability
Criteria Agreement, Article IX of this Agreement, and any similar
contractual arrangement(s).
1.53 "Security Coordinator" means the entity authorized by the WSCC to have
the final authority to direct electric system operations to prevent or
remedy problems or disturbances that have regional impacts.
1.54 "SOCC" means System Operations Control Center.
1.55 "Termination Costs" means the costs incurred by or on behalf of EPE upon
termination of this Agreement in accordance with Article 23.4 in taking
one or more of the following actions: (a) returning or canceling pending
orders made by EPE for equipment or facilities required for the
interconnection contemplated by this Agreement; (b) removing any portion
of the EPE Interconnection Facilities or Interconnection System
Upgrades; and (c) performing such work as may be necessary to ensure the
safety of persons and property and to preserve the integrity of the EPE
Transmission System.
1.56 "WSCC" means the Western Systems Coordinating Council, or any successor
organization.
1.57 "WSCC Agreement" means the Western Systems Coordinating Council
Agreement dated March 20, 1967.
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Interconnection Agreement between -7- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
1.58 "WSCC Reliability Criteria Agreement" means the Western Systems
Coordinating Council Reliability Criteria Agreement dated June 18, 1999,
among the WSCC and certain members of WSCC.
Article II
TERM
2.1 Effectiveness of this Agreement. This Agreement shall become effective
upon execution by the Parties subject to obtaining the required
regulatory authorizations, including acceptance by FERC under Section
205 of the Federal Power Act. Notwithstanding the foregoing and with
respect to this Agreement, no Party shall take any action which is
inconsistent with the terms of this Agreement and Applicable Laws and
Regulations during the period between execution of this Agreement and
acceptance by FERC or earlier termination of this Agreement.
2.2 FERC Filing.
2.2.1 Within a reasonable time after execution of this Agreement by
the Parties, EPE shall file this Agreement with FERC as a "Rate
Schedule" within the meaning of Part 35 of FERC's regulations
and with any other Governmental Authority to the extent required
by Applicable Laws and Regulations. Each of the Parties shall
support this Agreement in its current form at FERC when filed.
Generator shall reasonably cooperate with EPE with respect to
obtaining FERC approval of such FERC filing and provide any
information, including testimony, reasonably required by EPE to
comply with the applicable FERC filing requirements.
2.2.2 Promptly upon execution by the Parties of any amendment to this
Agreement, EPE shall, if necessary, file such amendment with
FERC and with any other Governmental Authority, to the extent
required by Applicable Laws and Regulations. Each of the Parties
shall support any such amendment at FERC when filed. Generator
shall reasonably cooperate with EPE with respect to obtaining
FERC approval of such FERC filing and provide any information,
including testimony, reasonably required by EPE to comply with
the applicable FERC filing requirements.
2.2.3 If FERC requires conditions to or modifications of any of the
terms, conditions or provisions agreed to herein or in an
amendment hereto and: (i) neither Party notifies the other Party
in writing within fourteen (14) calendar days following receipt
of FERC's order that the notifying Party takes exception to
FERC's order, the FERC-ordered modifications and/or conditions
shall become part of this Agreement as an amendment or appendix;
or (ii) the Party taking exception to FERC's conditions or
modifications gives fourteen (14) calendar days notice
(following receipt of FERC's order) to the other Party of such
exception, then the Parties shall promptly negotiate an
amendment to this Agreement acceptable to FERC and providing
similar benefit, rights, or effect to the Parties. Any such
amendment shall be effective when
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Interconnection Agreement between -8- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
accepted for filing by FERC. For purposes of this Article 2.2.3,
each Party reserves and may exercise all of its rights under
Applicable Laws and Regulations.
2.3 Term. This Agreement shall continue in full force and effect until a
mutually agreed termination date; provided, however, that such
termination date shall be no later than the date on which the Facility
permanently ceases commercial operation; and provided further that this
Agreement may be terminated earlier (a) as provided for in Article
5.4.8; (b) upon a Party's default in accordance with the provisions of
Article 23.2; (c) if the required regulatory authorizations described
under Article 2.2 have not been obtained by the Operation Date; or (d)
by the mutual agreement of the Parties or as explicitly provided
elsewhere in this Agreement. Unless no longer required by FERC, any
termination of this Agreement permitted hereunder shall not take effect
until the filing at FERC of a notice of termination of this Agreement
which notice is accepted for filing by FERC.
2.4 Material Adverse Change. In the event of a change in law or regulation
after the Effective Date that has a material adverse effect, or may
reasonably be expected to have a material adverse effect, on a Party's
ability to perform under this Agreement, the Parties shall negotiate in
good faith any amendment or amendments to this Agreement necessary to
adapt the terms of this Agreement to such change in law or regulation.
If the Parties are unable to reach agreement on any such amendments
within sixty (60) days of the commencement of their negotiations, each
Party reserves and may exercise all its rights under Applicable Laws and
Regulations.
2.5 Survival. The applicable provisions of this Agreement shall continue in
effect after cancellation, expiration, or termination of this Agreement
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. In addition, upon termination of this Agreement
subject to the terms of Article 23.4, Generator shall be responsible for
any Termination Costs incurred by or on behalf of EPE.
Article III
CONTINUING OBLIGATIONS AND RESPONSIBILITIES
3.1 Interconnection Service Provided. EPE shall provide Generator with
Interconnection Service for the Facility, as such service is defined in
Article 1.35 and described in this Article III. EPE shall not provide
Interconnection Service under this Agreement for any other generating
units, wherever located. Any other generating units shall be covered by
a separate interconnection agreement or an amendment of this Agreement
as provided for in Article 3.2.3.
3.2 Scope of Interconnection Service.
3.2.1 Interconnection Service shall consist of the services necessary
to allow the physical interconnection of the Facility pursuant
to the terms of this Agreement. Interconnection Service does not
mean and shall not include transmission service, ancillary
services, losses, or any other service available under the EPE
OATT.
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Interconnection Agreement between -9- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Specifically, Interconnection Service shall not include the
purchase or sale of energy or ancillary services to or from the
Facility beyond the Interconnection Point, or the delivery of
energy or ancillary services from the Facility beyond the
Interconnection Point, which services shall be provided
separately under the EPE OATT or by others under separate
agreements, as applicable.
3.2.2 Generator shall be responsible for (a) making arrangements under
the EPE OATT for transmission and ancillary services on the EPE
Transmission System, and under other applicable tariffs for such
services on other transmission system(s), associated with the
injection or delivery of the capacity and/or energy produced by
the Facility beyond the Interconnection Point, which services
shall not be provided under the terms of this Agreement, (b)
obtaining capacity and/or energy to satisfy its Facility service
or other requirements, and (c) making arrangements under
applicable tariffs for transmission services, losses, and
ancillary services associated with the use of the EPE
Transmission System for the injection or delivery of capacity
and/or energy to other generating facilities owned by Generator
for the purpose of supplying facility service or for any other
use. EPE makes no representations to Generator regarding the
availability of transmission service on the EPE Transmission
System, and Generator agrees that the availability of such
transmission service may not be inferred or implied from this
Agreement. Generator must request such transmission service in
accordance with the EPE OATT.
3.2.3 In the event of an increase in the output of the Facility or
other material change or modification to the configuration
and/or operation of the Facility, the Parties shall negotiate
appropriate revisions to this Agreement, including, as
necessary, the performance by EPE of studies to determine the
effects of such increase or change, and changes to the
specifications or requirements set forth in the Appendices to
this Agreement, as necessary to permit EPE to provide
Interconnection Service to the Facility under this Agreement in
a safe, secure and reliable manner.
3.3 Services Outside Scope of Agreement
3.3.1 This Agreement provides only for interconnection of the Facility
with the EPE Transmission System at the Afton Switching Station.
Nothing in this Agreement shall be read as a request by
Generator, or a commitment by EPE, to install any facilities
other than those necessary to interconnect the Facility with the
EPE Transmission System at the Afton Switching Station.
3.3.2 This Agreement does not obligate any Party to purchase, sell,
transmit or otherwise provide any rights other than
Interconnection Service. This Agreement does not obligate any
Party to provide, or entitle any Party to receive, any
transmission or other service not expressly provided for herein.
This Agreement does not provide a right to inject or transmit
energy which right shall be realized through the necessary
arrangements for transmission rights and service, including
mitigation related to transmission service, if any. Each Party
is responsible for making any arrangements necessary for it to
receive any transmission or other service not expressly provided
- --------------------------------------------------------------------------------
Interconnection Agreement between -10- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
for herein that it may desire from the other Party or any other
Person. Notwithstanding any other provision of this Agreement,
nothing herein shall be construed as a relinquishment or foreclosure
of any rights to transmission credits to which Generator may be
entitled, now or in the future, as a result of, or otherwise,
associated with, the transmission capacity, if any, created by the
Interconnection System Upgrades, if any.
3.3.3 This Agreement does not provide for the injection, sale or purchase
of power or energy from or to the Facility. Upon Generator's
request, construction, back-up, start-up, auxiliary, station, and
maintenance power required for the Facility at the Facility site
shall be provided under a separate agreement or any applicable
tariff.
3.4 No Guarantees; Release. EPE (which, for the purposes of this Article 3.4,
shall be deemed to include the Operating Agent) does not warrant against
the occurrence of, and Generator releases EPE from any and all claims or
damages associated with: (a) damage to Generator's Interconnection
Facilities or the Facility resulting from electrical transients, or (b) any
interruption in the availability of the EPE Interconnection Facilities,
including the Afton Switching Station, or any Interconnection System
Upgrades, except, in the case of subpart (a) or (b), to the extent
determined to be attributable to the negligence of, willful misconduct of,
or default under Article XXII by EPE. Generator does not warrant against
the occurrence of, and EPE releases Generator from any and all claims or
damages associated with: (y) damage to the EPE Interconnection Facilities,
including the Afton Switching Station, any Interconnection System Upgrades,
or the EPE Transmission System resulting from electrical transients, or (z)
any interruption in the availability of Generator's Facility, except, in
the case of subpart (y) or (z), to the extent determined to be attributable
to Generator's negligence, willful misconduct or default under Article
XXII.
3.5 Reporting Requirements. Each Party shall notify the other Party promptly
when it becomes aware of its inability to comply with the terms and
conditions of this Agreement, and provide a sufficient explanation of its
inability to comply, including the date, duration, and reasons for its
inability to comply, and corrective actions taken; provided that such
notification shall not release such Party from its obligation to comply
with this Agreement, except as provided under Article XIX.
3.6 Third Party Activity. During the term of this Agreement, other Persons may
develop, construct or acquire, and operate generating facilities in EPE's
service territory, and reservations of transmission service by such Persons
under the EPE OATT may adversely affect the availability of transmission
service for the Facility's electric output. EPE has no obligation to
disclose to Generator any information regarding such third party activity,
except as may be required under the EPE OATT or under this Agreement
subject to the provisions of Article 3.7. To the extent that such third
party activity has, or EPE reasonably expects the third party activity to
have, a material adverse impact on the operation of the Facility or the
Interconnected Facilities, EPE shall, subject to Article 3.7, disclose to
Generator such material information as is necessary for Generator to
understand the nature and extent of such adverse impact and the viable
remedies.
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Interconnection Agreement between -11- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
3.7 Compliance with EPE OATT and FERC Orders No. 888 and No. 889. Nothing in
this Agreement shall be deemed or construed to obligate EPE to provide or
make available to Generator any information in violation of the EPE OATT,
FERC Orders No. 888 and No. 889 or any other Applicable Laws and
Regulations.
Article IV
OPERATING COMMITTEE
4.1 Operating Committee. Within fifteen (15) days after the Effective Date,
each Party shall designate a primary and alternate representative to serve
on an operating committee ("Operating Committee"), which shall meet
periodically to ensure effective cooperation in system planning, to deal
promptly with the various operating and technical issues that may arise
during the term of this Agreement, and to attempt to resolve any disputes
that may arise under this Agreement, as more specifically described in
Article 4.2. Each primary and alternate representative shall be authorized,
on behalf of the designating Party, to act with respect to all matters
delegated to the Operating Committee. Each Party shall promptly notify the
other Party of the designation of its primary and alternate representatives
and of any subsequent changes in such designations in accordance with
Article 30.9.
4.2 Responsibilities of the Operating Committee. The Operating Committee shall
have the following responsibilities and functions, each of which shall be
performed consistent with the terms and conditions of this Agreement and
Good Utility Practice: (a) to establish general policies to be followed in
the coordination of the operation and maintenance of the Interconnected
Facilities; (b) to establish procedures and standard practices, consistent
with the terms and conditions of this Agreement, for guidance for each
Party's system controllers and other operating personnel regarding the
interconnected operations of the Afton Switching Station and the
Interconnected Facilities; (c) to establish detailed procedures to govern
in the event of an Emergency; (d) to establish detailed procedures and
standard practices for metering, communications, and control facilities;
(e) to establish the plan for disconnection of the Facility at the
termination of this Agreement; (f) to establish other procedures and
standard practices as may be needed from time to time and to engage in
other activities consistent with the terms and conditions of this
Agreement, provided that the Operating Committee shall not have the
authority to modify or amend any term or condition of this Agreement; and
(g) to attempt to resolve any disputes that may arise under this Agreement
in accordance with Article 29.1.
4.3 Effectiveness of Operating Committee Determinations. All determinations
made by the Operating Committee, including the establishment of any
procedure or standard practice, within the scope of the Operating
Committee's responsibilities set forth in Article 4.2, shall be effective
when signed by one designated representative of each Party and, if
necessary, accepted for filing or approved by FERC.
Article V
FACILITY INTERCONNECTION
- --------------------------------------------------------------------------------
Interconnection Agreement between -12- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
5.1 Establishment of Interconnection. The Facility to be constructed by
Generator shall be interconnected to the EPE Transmission System at the
Afton Switching Station, such interconnection being further described in
Appendices A, B, and D. Appendix D may be revised by mutual written
agreement of the Parties. Pursuant to this Agreement, the Parties shall,
during the term of this Agreement, continue in service the existing
transmission lines and essential terminal equipment, to the extent required
to establish and maintain a reliable interconnection.
5.2 Necessary Easements, Permits, Licenses, Etc. Subject to Articles 5.6.1 and
5.6.2, each Party shall diligently pursue all rights, easements, permits,
licenses, certificates and properties necessary to construct and maintain
its portion of the Interconnected Facilities and, in the case of EPE, the
Interconnection System Upgrades. If a Party cannot reasonably acquire all
the rights, easements, permits, licenses, certificates and properties
necessary to construct and maintain its portion of the Interconnected
Facilities and/or Interconnection System Upgrades, the Party shall promptly
provide written notice to the other Party indicating its inability. After
such notice, Generator shall have thirty (30) days to authorize EPE to
initiate and diligently pursue the following at Generator's expense: (a)
condemnation proceedings, (b) alternate routes, designs, methods or
procedures necessary for the construction or maintenance of the
Interconnected Facilities and/or Interconnection System Upgrades, or (c)
any other appropriate action mutually agreed upon by the Parties. Each
Party shall also pursue with Due Diligence and maintain all necessary
governmental approvals, permits, licenses and inspections necessary for its
performance of this Agreement.
5.3 Design and Construction of Generator's Interconnection Facilities.
5.3.1 Unless the Parties agree otherwise in writing, Generator shall, at
its own expense, design, procure, construct, install, operate,
maintain and repair/replace Generator's Interconnection Facilities.
5.3.2 Protective Equipment to be installed by Generator is set forth in
Appendix A. This Protective Equipment shall be subject to review and
approval by EPE, which approval shall not be unreasonably withheld
or denied. EPE's review and/or approval shall not be deemed an
endorsement of any equipment nor as any warranty as to the fitness,
safety, durability or reliability of any equipment.
5.3.3 Generator shall design, procure, construct and install Generator's
Interconnection Facilities in accordance with applicable
Interconnection Studies and Good Utility Practice.
5.3.4 At Generator's expense, Generator's Interconnection Facilities shall
be constructed by Generator or, at Generator's option, a third party
contractor to be selected by Generator. Notwithstanding the
foregoing, Generator understands and agrees that EPE shall be
responsible for closing the connection of the EPE Interconnection
Facilities and Generator's Interconnection Facilities, and EPE shall
manage all
- --------------------------------------------------------------------------------
Interconnection Agreement between -13- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
construction work involving Interconnection System Upgrades on the
EPE Transmission System.
5.3.5 Generator shall, at its own expense, operate, maintain and
repair/replace Generator's Interconnection Facilities in accordance
with Articles VIII and XIII.
5.4 Design and Construction of EPE Interconnection Facilities and
Interconnection System Upgrades.
5.4.1 At Generator's expense, Generator shall design, procure equipment
for and construct the EPE Interconnection Facilities, including the
new Afton Switching Station and associated transmission lines
required to connect the Facility to the existing EPE Transmission
System.
5.4.2 At Generator's expense, EPE will review and approve all design,
procurement of equipment and construction of the EPE Interconnection
Facilities. EPE's approval shall not be unreasonably withheld or
denied. EPE's review and/or approval shall not be deemed an
endorsement of any design, facility or equipment nor as any warranty
as to the fitness, safety, durability or reliability of any design,
facility or equipment.
5.4.3 At Generator's expense, EPE shall own, operate, maintain, and
repair/replace the EPE Interconnection Facilities and the Protective
Equipment on the EPE Transmission System, including at Afton
Switching Station.
5.4.4 At Generator's expense, EPE shall design, procure equipment,
construct, install and own Interconnection System Upgrades on the
EPE Transmission System and the Protective Equipment on the EPE
Transmission System, including at Afton Switching Station. After the
Operation Date, EPE shall, at its own expense, operate, maintain and
repair/replace Interconnection System Upgrades on the EPE
Transmission System in accordance with Articles VIII and XIII.
5.4.5 Equipment to be installed for the EPE Interconnection Facilities,
the Protective Equipment, and the Interconnection System Upgrades is
set forth in Appendix B. A good faith estimate of the cost of the
EPE Interconnection Facilities, Interconnection System Upgrades, and
the Protective Equipment, is also set forth in Appendix B.
5.4.6 The contemplated schedule for Generator and EPE to perform the
design, procurement of equipment, construction and testing is set
forth in Appendix C.
5.4.7 The design, procurement, construction and installation of the EPE
Interconnection Facilities, the Protective Equipment and the
Interconnection System Upgrades on the EPE Transmission System shall
be in accordance with applicable Interconnection Studies and Good
Utility Practice. The EPE Interconnection Facilities and
Interconnection System Upgrades must be sufficient, as designed and
built, to deliver the full Facility output as defined in Article
1.23 to the Interconnection Point
- --------------------------------------------------------------------------------
Interconnection Agreement between -14- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
and to enable the Facility to receive capacity necessary to satisfy
its operational requirements (not to exceed 10 MW of capacity).
5.4.8 As soon as practicable after receiving from Generator the first
payment shown in Appendix B, EPE shall commence construction of the
Interconnection System Upgrades on the EPE Transmission System and
the Protective Equipment on the EPE Transmission System. Generator
reserves the right, (a) upon three (3) Business Days' written notice
to EPE to suspend at any time all work by EPE associated with the
construction and installation of the Interconnection System Upgrades
on the EPE Transmission System and the Protective Equipment on the
EPE Transmission System, as applicable, or any portion of them. In
such event, Generator shall be responsible for the costs which EPE
incurs (a) prior to the suspension of work consistent with the scope
of work set forth in Appendix B, and deviation in such scope of work
(subject to Generator's authorization of those deviations described
in Article 7.1.2), and for actions and costs authorized by Generator
pursuant to Article 5.8.2, and (b) in suspending such work,
including any costs incurred in order to wind up such work and to
ensure the safety of persons and property and the integrity of EPE's
facilities and, if applicable, any costs incurred or penalties
sustained in connection with the cancellation of material and labor
contracts which EPE cannot reasonably avoid; provided, however,
that, prior to canceling any material or labor contract, EPE shall
obtain Generator's authorization which shall not be unreasonably
withheld or denied. EPE shall invoice Generator pursuant to Article
VII. In the event that Generator suspends performance of work by EPE
pursuant to this Article 5.4.8 and has not requested that EPE
re-commence such work within three hundred sixty-five (365) days of
the date on which Generator requested such suspension, this
Agreement shall terminate. Generator shall be responsible for costs
as outlined in this Article 5.4.8, and any non-returnable equipment
not already installed shall become the property of Generator "as is,
where is" upon Generator's payment of the costs associated with such
equipment.
5.4.9 EPE shall inform Generator on a monthly basis, and at such other
times as Generator reasonably requests, of the status of the
construction and installation of the Interconnection System Upgrades
on the EPE Transmission System and the Protective Equipment on the
EPE Transmission System. The information provided shall include the
following: progress to date; a description of scheduled activities
for the next month; the delivery status of all equipment ordered;
and the identification of any event which EPE reasonably expects may
delay construction of, or increase the cost of, the Interconnection
System Upgrades and/or the Protective Equipment, as applicable.
5.4.10 Notwithstanding any other provision in this Agreement, Generator
shall not be responsible for any costs or expenses associated with
the design, procurement, construction, installation, testing,
operation, maintenance, repair/replacement, or any modifications or
upgrades to the EPE Transmission System that are undertaken in order
to prevent, mitigate, or otherwise remedy conditions that existed
prior to the
- --------------------------------------------------------------------------------
Interconnection Agreement between -15- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
establishment of the interconnection of the Facility with the
EPE Transmission System at the Afton Switching Station, and that
were required or should have been required in order to prevent,
mitigate, or remedy such conditions regardless of, or that
otherwise are unrelated to, such interconnection. To the extent
that Generator has made payment to EPE for any such costs and
expenses, EPE shall refund to Generator such sums, with interest
at the Interest Rate calculated from the date Generator made
such payment(s) to the date Generator receives the refund,
within thirty (30) days of any determination as to the
appropriate allocation of the costs for such modifications or
upgrades.
5.4.11 Once transmission service commences, pursuant to a transmission
service agreement, under EPE's OATT for the delivery of power
produced by the Facility, EPE shall credit Generator in an
amount equal to the cost, paid by Generator, of Interconnection
System Upgrades on EPE's Transmission System plus interest
calculated at the FERC-approved interest rate, to the extent
such credit and interest are required by FERC rules at the time
such transmission service commences. Generator may assign any
portion of such credit to any Person who takes power from the
Facility.
5.5 Subcontractors. Nothing in this Agreement shall prevent any Party from
using the services of subcontractors as it deems appropriate; provided,
however, each Party shall require such subcontractors to comply with the
relevant terms and conditions of this Agreement. The creation of any
subcontractor relationship shall not relieve the retaining Party of any
of its obligations under this Agreement.
5.6 Rights of Access.
5.6.1 Generator shall furnish, at no cost to EPE and the Operating
Agent, as applicable, all access, easements, or licenses upon,
over, under, and across the Facility site that are necessary for
EPE and the Operating Agent, as applicable, and their Agents and
subcontractors to design, procure, construct, install, test,
operate, maintain and repair/replace the EPE Interconnection
Facilities in accordance with the terms of this Agreement;
provided, however, that, in exercising such access rights, EPE
and the Operating Agent, as applicable, shall (a) not
unreasonably disrupt or interfere with normal operations of
Generator's business, (b) act in a manner consistent with Good
Utility Practice, and (c) adhere to the safety rules and
procedures established by Generator. Generator shall execute
such documents as EPE and the Operating Agent, as applicable,
may reasonably require to enable EPE or the Operating Agent, as
applicable, to establish record evidence of such access rights.
Such access rights shall remain in effect for so long as this
Agreement is in effect.
5.6.2 EPE shall furnish, at no cost to Generator, all access,
easements or licenses to the Afton Switching Station property
that are necessary for Generator and its Agents and
subcontractors to design, procure, construct, install, test,
operate, maintain and repair/replace Generator's Interconnection
Facilities and EPE Interconnection Facilities, as applicable, in
accordance with the terms of this Agreement. Such
- --------------------------------------------------------------------------------
Interconnection Agreement between -16- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
access rights for Generator's facilities located inside the
Afton Switching Station shall be exercised by Generator only
with supervision by EPE or the Operating Agent, as applicable.
Generator shall provide EPE or the Operating Agent, as
applicable, reasonable notice under the circumstances of any
request for such supervised access to the Afton Switching
Station, and EPE or Operating Agent, as applicable, and
Generator shall mutually agree upon the date and time of such
supervised access, such agreement not to be unreasonably
withheld or delayed. In addition to the aforementioned
requirement, in exercising such access rights, Generator shall
(a) not unreasonably disrupt or interfere with normal operations
of EPE or the Operating Agent, (b) act in a manner consistent
with Good Utility Practice, and (c) adhere to the safety rules
and procedures established by the Operating Agent and EPE. EPE
or the Operating Agent, as applicable, shall execute such
documents as Generator may reasonably require to enable it to
establish record evidence of such access rights. Such access
rights shall remain in effect for so long as this Agreement is
in effect.
5.6.3 Any Party or its subcontractors performing construction, or
other work, on the property of the other Party shall be
responsible for proper housekeeping during the period the work
is being performed and proper clean-up of the property in a
timely fashion after the work is completed.
5.7 Course and Completion of Construction.
5.7.1 Generator shall promptly notify EPE in writing when the
construction of Generator's Interconnection Facilities and the
EPE Interconnection Facilities is complete. Likewise, EPE shall
promptly notify Generator in writing when the construction of
the Interconnection System Upgrades on the EPE Transmission
System and the Protective Equipment on the EPE Transmission
System is complete.
5.7.2 Generator shall keep the Generator's Interconnection Facilities,
the EPE Interconnection Facilities, and any real or personal
property of EPE related to this interconnection project free and
clear of all Generator, contractor, subcontractor, supplier or
materialmen's liens, claims and encumbrances arising out of the
construction of the Generator's Interconnection Facilities and
the EPE Interconnection Facilities. Generator shall provide to
EPE lien waivers from Generator and all such contractors,
subcontractors, suppliers or materialmen before or upon
completion of the Generator's Interconnection Facilities and the
EPE Interconnection Facilities. In the event that any such lien
arising out of the construction of the Generator's
Interconnection Facilities and the EPE Interconnection
Facilities shall nevertheless be filed or asserted against the
real or personal property of EPE, Generator agrees to take all
steps necessary and proper for the release and discharge of such
liens in the manner allowed under New Mexico law. Generator
shall indemnify and hold EPE harmless against any and all loss,
claims, or suits (including costs and attorneys' fees), for any
lien claims asserted or filed by any party on or against EPE's
real or personal property relating to the
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Interconnection Agreement between -17- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
construction of Generator's Interconnection Facilities and EPE
Interconnection Facilities.
5.8 Timely Completion.
5.8.1 Generator shall use Commercially Reasonable Efforts to design,
procure, construct, install, and test Generator's
Interconnection Facilities and EPE Interconnection Facilities in
accordance with the schedule set forth in Appendix C, which
schedule may be revised from time to time by mutual agreement of
the Parties.
5.8.2 EPE shall use Commercially Reasonable Efforts to design,
procure, construct, install, and test the Interconnection System
Upgrades on the EPE Transmission System and the Protective
Equipment on the EPE Transmission System, in accordance with the
schedule set forth in Appendix C, which schedule may be revised
from time to time by mutual agreement of the Parties. EPE shall,
at Generator's request and expense, take all appropriate actions
to accelerate its work under this Agreement in order to meet the
schedule set forth in Appendix C, provided that Generator
authorizes such actions and the costs associated therewith in
advance and pays such costs in accordance with the payment
schedule mutually agreed upon by the Parties.
5.8.3 If any of the Interconnection System Upgrades is not reasonably
expected to be completed prior to the Commercial Operation Date
of the Facility, Generator may, at its option, have operating
studies performed at its expense to determine the maximum
allowable output of the Facility, based upon the portion of the
Interconnection System Upgrades that is expected to be completed
prior to such Commercial Operation Date and, subject to EPE's
standards and Good Utility Practice, Generator will be permitted
to operate the Facility, provided such limited operation of the
Facility does not adversely affect the safety and reliability of
the Afton Switching Station or the EPE Transmission System.
5.9 Environmental Compliance and Procedures. The Parties shall comply with
(a) all applicable Environmental Laws in meeting all their obligations
under this Agreement; and (b) all local notification and response
procedures required for all applicable environmental and safety matters
which affect the ability of the Parties to meet their respective
obligations under this Agreement.
5.10 Generator Modeling Data. Generator shall provide the Operating Agent and
EPE with such final modeling data of the Facility and Interconnected
Facilities that reflect final Facility unit data and settings of the
generation protection and control equipment as is reasonably requested
by the Operating Agent and EPE and is necessary for reliable operation
of the Afton Switching Station and the EPE Transmission System,
including (a) the turbine speed/load controls including the governor;
and (b) the excitation system including the automatic voltage regulator,
power system stabilizer, over-excitation controls and limits, and other
controls and limits. Such modeling data is to be provided in the format
of the computer programs utilized by the Operating Agent and EPE.
Currently such programs are:
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Interconnection Agreement between -18- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Powerflow-General Electric PSLF; Transient Stability-General Electric
PSLF; Short Circuit-Aspen One Liner.
5.11 Equipment Requirements. All equipment shall be of utility grade that
meets or exceeds the quality of the equipment as required by EPE. The
trip energy source for the interconnection breaker shall be of a stored
energy type (i.e., battery) that will be available under circumstances
when the alternating current source is unavailable. Generator shall
ensure that Generator's Interconnection Facilities comply with all
applicable requirements of the National Electrical Safety Code, as
amended from time to time, and/or any Applicable Laws and Regulations.
5.12 Required Diagrams. Generator shall maintain the following equipment at
locations approved by the Operating Agent, which approval shall not be
unreasonably withheld or denied: (a) a permanent and weatherproof
one-line electrical diagram of the Facility located at the Facility
site; and (b) a permanent and weatherproof map of the Facility showing
the location of all major equipment. EPE shall maintain, at locations
approved by Generator, which approval shall not be unreasonably withheld
or denied, a permanent and weatherproof one-line diagram of the EPE
Interconnection Facilities.
5.13 Required Personnel Information. No later than fifteen (15) Business Days
after the Effective Date, Generator shall provide the Operating Agent
the names and current telephone numbers of at least two (2) persons who
are authorized to provide access to the Facility and who have authority
to make decisions regarding the Facility, Generator's Interconnection
Facilities, and Generator's operations. Generator shall keep the names
and telephone listings current at all times during the term of this
Agreement.
5.14 Use of Afton Switching Station by Third Parties.
5.14.1 Except as may be required by Applicable Laws and Regulations, or
as otherwise agreed to by the Parties, the Afton Switching
Station shall be dedicated to the sole purpose of
interconnecting the Facility to the EPE Transmission System and
shall be used for no other purpose.
5.14.2 If required by Applicable Laws and Regulations, or if the
Parties mutually agree to allow one or more third parties to use
Afton Switching Station, or any part thereof, and such use
decreases the capacity of Afton Switching Station available to
the Facility, or otherwise causes any detriment to the Facility
or to Generator, or benefits any party (including EPE) other
than Generator, then Generator and such third party (parties)
shall negotiate in good faith to determine the appropriate
compensation due to Generator as a result of such third party
use and to determine the appropriate allocation of the annual
carrying charges. EPE shall include a provision comparable to
this Article 5.14.2 in its agreements with third party users
providing for such third party users to participate in such
negotiations. In any case, the Generator shall only be entitled
to receive a reduction in charges under this Agreement equal to
the amount of charges allocated to the third party user(s). If
the
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Interconnection Agreement between -19- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
issue of such compensation or allocation cannot be resolved
through such negotiations, it shall be submitted to the FERC for
resolution.
5.14.3 If one or more third parties are to use Afton Switching Station
in accordance with this Article 5.14 and the Operating Agent
determines that, as a result, Good Utility Practice requires
that modifications be made to the Interconnected Facilities, the
Operating Agent must comply with notification and scheduling
provisions of Article 5.15. In no event shall Generator be
responsible for the costs of any such modifications.
5.14.4 If it is determined by the FERC or any Governmental Authority
that any costs associated with the design, engineering,
construction, procurement, or installation of any of the EPE
Interconnection Facilities or Interconnection System Upgrades
paid for by Generator pursuant to this Agreement are not
Generator's responsibility, EPE shall refund to Generator, no
later than sixty (60) days after the determination by FERC or
any Governmental Authority, that portion of the costs paid by
Generator that are included in the transmission revenue
requirement or were paid by Generator and that have not been
reflected in credits, if any, against the cost of transmission
service from the Facility, with interest at the Interest Rate.
5.15 Interconnected Facilities and Facility Additions, Modifications or
Replacements.
5.15.1 EPE Interconnection Facilities and EPE Transmission System.
(a) Any additions to, modifications to, or
replacements of the EPE Interconnection
Facilities must be constructed and operated in
accordance with Good Utility Practice. If such
additions, modifications, or replacements made
after the Operation Date will likely cause a
material adverse effect on Generator's operation
of the Facility, the Operating Agent will,
except in cases of Emergency, provide a minimum
of thirty (30) days' advance written notice to
Generator prior to undertaking such additions,
modifications, or replacements. In the written
notice, the Operating Agent must advise
Generator when such additions, modifications or
replacements are expected to be made; the time
period expected to be required to complete such
additions, modifications or replacements; and
whether, if known, such additions, modifications
or replacements are expected to interrupt or
curtail the flow of electricity from the
Facility. The Parties shall mutually agree in
advance upon a schedule for such additions,
modifications or replacements, such agreement
not to be unreasonably withheld or delayed.
(b) Unless required by Applicable Laws and
Regulations, Generator shall not be responsible
for the costs of any additions, modifications,
or replacements made to the EPE Transmission
System by EPE, in its sole discretion, after the
Operation Date in order to facilitate (a) the
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Interconnection Agreement between -20- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
interconnection of a third party or (b) the provision
of transmission service to or for a third party.
Generator shall, however, be responsible for all costs
of any additions, modifications, or replacements made
to the EPE Transmission System as a result of any
additions, modifications, or replacements made by
Generator to the Facility.
(c) If any additions, modifications, or replacements to the
EPE Interconnection Facilities (other than those caused
by additions, modifications, or replacements made by
the Generator to the Facility) cause a material adverse
effect on the Generator's Interconnection Facilities or
the interconnection of the Facility (via Generator's
Interconnection Facilities) to the EPE Transmission
System at the Afton Switching Station, EPE shall be
responsible, at its sole cost and expense, for all
actions necessary to mitigate such effect on the
interconnection ("Mitigation Actions") and, if
necessary, to promptly and expeditiously re-establish
the connection of the Facility (via Generator's
Interconnection Facilities) with the EPE Transmission
System at the Afton Switching Station, in accordance
with Good Utility Practice and/or secure such services
as are necessary to deliver the capacity and energy to
the Interconnection Point in accordance with Good
Utility Practice ("Reconnection Activities"); provided,
however, that, if EPE is required by Applicable Laws
and Regulations or the RTO (if applicable) to undertake
such additions, modifications, or replacements, EPE
shall not be required to undertake any Mitigation
Action or Reconnection Activity.
5.15.2 Generator's Interconnection Facilities and Facility. Except for
changes deemed by the Operating Agent to be necessary to ensure the
protection and safety of a Party's personnel and the safety and
reliability of a Party's property, Generator shall not be required
to make any modifications to the Facility or Generator's
Interconnection Facilities unless such change is consistent with
Good Utility Practice and required (i) as a result of a change in
the Facility or (ii) as a result of a change on the EPE Transmission
System which is required by Good Utility Practice. Generator shall
not be responsible for the cost of any such modifications and the
cost of operating and maintaining such modifications unless required
by Applicable Laws and Regulations or such modifications are
required as a result of a change in the Facility made by Generator.
Article VI
ACCEPTANCE AND PERFORMANCE TESTING
AND COMPLIANCE MONITORING
6.1 Responsibility for Testing.
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Interconnection Agreement between -21- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
6.1.1 Prior to the Operation Date, Generator shall perform all testing of
the Facility and Generator's Interconnection Facilities required by
the RTO (if applicable), NERC and WSCC. EPE or the Operating Agent,
as applicable, may require Generator to perform additional testing
whenever EPE or the Operating Agent reasonably determines that such
additional testing is required for reliability reasons. All testing
shall be successfully completed before the Operation Date. Testing
subsequent to the Operation Date shall be performed in compliance
with the frequency requirements of NERC, WSCC, and the RTO (if
applicable) and any other reliability requirements of any other
organization/entity with responsibility for electricity and whose
requirements Generator is obligated to follow. All such tests shall
be performed to the specifications of NERC, WSCC, the RTO (if
applicable), or any other specifications required by new or other
reliability organizations with responsibility for electricity and
whose requirements Generator is obligated to follow. Generator shall
inform EPE or the Operating Agent, as applicable, in advance
(whenever possible, a minimum of five (5) Business Days) when such
tests are scheduled to occur, and EPE shall have the right to have
representatives observe and monitor such tests. The cost of all such
testing shall be borne by Generator.
6.1.2 Prior to the Operation Date, EPE or the Operating Agent, as
applicable, shall perform all testing of the EPE Interconnection
Facilities and the Interconnection System Upgrades on the EPE
Transmission System required by NERC, WSCC and the RTO (if
applicable). All testing shall be successfully completed before the
Operation Date. After the Operation Date, the Operating Agent and
EPE shall test their facilities at their own expense (or, in the
case of the Operating Agent, the EPE Interconnection Facilities at
the expense of EPE) in accordance with Good Utility Practice.
Generator shall have the right, upon five (5) Business Days' advance
written notice to the Operating Agent or EPE to require additional
testing of such entity's facilities, at Generator's expense, if
Generator reasonably believes that such entity's facilities are
causing a material adverse effect on the operation of the Facility
or Generator's Interconnection Facilities, or as may be otherwise
prudent in accordance with Good Utility Practice, and shall have the
right to be present during such tests.
6.2 Responsibility for Modifications Following Testing. Based upon the
pre-operational testing, Generator is responsible for making any
modifications necessary to ensure the safe and reliable operation of
Generator's Interconnection Facilities and the EPE Interconnection
Facilities in accordance with Good Utility Practice; EPE is responsible for
making any modifications necessary to ensure the safe and reliable
operation of the Interconnection System Upgrades on the EPE Transmission
System and the Protective Equipment on the EPE Transmission System, in
accordance with Good Utility Practice. The costs of all such modifications
are to be borne by Generator, except to the extent the modifications are
required as a result of the sole negligence or willful misconduct of EPE,
or any Agent of EPE.
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Interconnection Agreement between -22- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
6.3 Documentation of Results to EPE or the Operating Agent. Generator shall
provide EPE or the Operating Agent, as applicable, with necessary
documentation of all test results for all tests performed pursuant to
Article 6.1.1. The documentation shall be, at a minimum, that required to
conform with any RTO, NERC or WSCC requirements.
6.4 Facility Certification. Generator shall comply with any facility
certification requirements of NERC, WSCC, and the RTO (if applicable).
6.5 Transmission Service During Testing. Generator has sole responsibility to
make necessary arrangements under the EPE OATT to procure any transmission
service over the EPE Transmission System that may be required to
accommodate the testing procedures of the Facility.
6.6 EPE Inspection Rights. EPE (which, for the purposes of this Article 6.6,
shall be deemed to include the Operating Agent) shall have the right, but
shall have no obligation or responsibility, to: (a) observe Generator's
tests and/or inspection of any of Generator's Protective Equipment; (b)
review the settings of Generator's Protective Equipment; and (c) review
Generator's maintenance records relative to the Generator's Protective
Equipment. EPE may exercise the foregoing rights from time to time as it
deems necessary upon five (5) Business Days' written notice to Generator.
However, the exercise or non-exercise by EPE of any of the foregoing rights
of observation, review or inspection shall be construed neither as an
endorsement or confirmation of any aspect, feature, element, or condition
of the Facility or Generator's Protective Equipment or the operation
thereof, nor as a warranty as to the fitness, safety, durability, or
reliability of same.
6.7 Generator Inspection Rights. Generator, upon five (5) Business Days'
advance written notice to the Operating Agent has the right, but not the
obligation, to inspect or observe the operation and maintenance activities,
equipment tests, installation, construction, or other modifications to the
EPE Interconnection Facilities which could cause a material adverse effect
on Generator's operations. However, the exercise or non-exercise by
Generator of any of the foregoing rights of observation, review or
inspection shall be construed neither as an endorsement or confirmation of
any aspect, feature, element, or condition of the EPE Interconnection
Facilities or the operation thereof, nor as a warranty as to the fitness,
safety, durability, or reliability of same.
6.8 EPE's Reviews, Inspections, and Approvals. EPE's or Operating Agent's
review, inspection, and approval, related to the Generator's
Interconnection Facilities and EPE's Interconnection Facilities required
under this Agreement shall not be unreasonably withheld or delayed, and
will be limited to the purpose of ensuring the safety, reliability,
protection and control of the Afton Switching Station and the EPE
Transmission System.
Article VII
INTERCONNECTION FACILITY COSTS AND BILLING
7.1 Interconnection Construction Completion and Cost.
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Interconnection Agreement between -23- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
7.1.1 Notification of Delay. If any event occurs that will materially
affect the time for completion of the Interconnection System
Upgrades on the EPE Transmission System or the Protective Equipment
on the EPE Transmission System, or the ability to complete them, EPE
shall, within five (5) Business Days of its knowledge of any such
event, notify Generator. In such circumstances, EPE shall, within
ten (10) Business Days of notifying Generator of such an event and
corresponding delay, convene a technical meeting with Generator to
evaluate the alternatives available to Generator. EPE also shall
make available to Generator all studies and work papers related to
the event and corresponding delay, including all information that is
in EPE's possession that is reasonably needed by Generator to
evaluate alternatives.
7.1.2 Cost Estimate. While, pursuant to Article 5.4.5, EPE agrees to
provide Generator with its best estimate of the cost required to
construct and install the Interconnection System Upgrades and the
Protective Equipment on the EPE Transmission System, as described in
Appendix B, such estimate shall not be binding. Generator has the
right to approve any deviation in the scope of the work shown in
Appendix B if such deviation would result in an estimated increase
of ten percent (10%) or more over the cost shown in Appendix B. The
actual cost of the Interconnection System Upgrades and the
Protective Equipment shall be incurred in accordance with Good
Utility Practice.
7.1.3 Audit of Cost. Generator shall have the right to receive such cost
information as is reasonably necessary to verify the cost of the
Interconnection System Upgrades and the Protective Equipment on the
EPE Transmission System and EPE's activities associated with the EPE
Interconnection Facilities and that such cost was incurred in
accordance with Good Utility Practice. Generator shall have the
right to audit (a) EPE's accounts and records pertaining to the
Interconnection System Upgrades and the Protective Equipment on the
EPE Transmission System and EPE's activities associated with the EPE
Interconnection Facilities at the offices where such accounts and
records are maintained, provided at least seven (7) Business Days'
notice is given prior to any audit, and provided further that the
audit shall be limited to those portions of such accounts and
records that relate to services provided under this Agreement. Costs
billed pursuant to this Agreement for the design, engineering,
procurement of equipment, and construction of the Interconnection
System Upgrades and the Protective Equipment on the EPE Transmission
System and the review and approval of the EPE Interconnection
Facilities shall be subject to audit for a period of one (1) year
following issuance of a final cost invoice in accordance with
Article 7.2.2. All other costs billed pursuant to this Agreement
shall be subject to audit for a period of one (1) year after the
date the bill was rendered. EPE shall keep records and data related
to all costs billed under this Agreement for a period equivalent to
the audit periods described in this Article 7.1.3.
7.2 Invoices and Payments.
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Interconnection Agreement between -24- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
7.2.1 Monthly Statements. EPE shall render to Generator monthly statements
for EPE's costs for review and approval activities for the EPE
Interconnection Facilities, and EPE's costs for the Interconnection
System Upgrades on the EPE Transmission System and the Protective
Equipment on the EPE Transmission System by certified mail,
facsimile or other acceptable means conforming to the provisions of
Article 30.9. Such statements shall set forth in reasonable detail
any costs incurred by or on behalf of EPE or other charges or
amounts payable by Generator under the terms of this Agreement for
the period covered thereby in connection with the EPE
Interconnection Facilities, the Protective Equipment, and
Interconnection System Upgrades. Generator shall make payment of the
amount shown to be due to EPE by wire transfer to an account
specified by EPE not later than the thirtieth (30th) day after
receipt of the statement, unless such day is not a Business Day, in
which case Generator shall make payment on the next Business Day.
All such payments shall be deemed to be made when said wire transfer
is received by EPE. Overdue payments shall accrue interest daily at
the then-current Interest Rate from the due date of such unpaid
amount until the date paid.
7.2.2 Invoice of Final Cost. Within nine (9) months after completion of
the construction of the EPE Interconnection Facilities,
Interconnection System Upgrades on the EPE Transmission System, and
the Protective Equipment on the EPE Transmission System, EPE shall
provide an invoice of the final costs associated with EPE's review
and approval of the EPE Interconnection Facilities and final costs
of the Interconnection System Upgrades and the Protective Equipment
on the EPE Transmission System and the net amount due, if any, from
Generator allowing for any payments made by Generator pursuant to
this Agreement. The final cost invoice shall set forth in reasonable
detail the actual costs incurred by or on behalf of EPE in
reviewing, approving, designing, procuring, constructing, installing
and testing the EPE Interconnection Facilities, the Protective
Equipment, and Interconnection System Upgrades, and shall set forth
such costs in sufficient detail to enable Generator to compare the
actual costs with the estimates and to ascertain deviations, if any,
from the cost estimates. Generator shall reimburse EPE for the
amount of such invoice within thirty (30) days after receipt of such
invoice, unless such day is not a Business Day, in which case
Generator shall make payment on the next Business Day. To the extent
that the estimated costs for the Interconnection System Upgrades and
the Protective Equipment on the EPE Transmission System already paid
by Generator exceed the final, actual costs that Generator is
obligated to pay hereunder for Interconnection System Upgrades and
the Protective Equipment on the EPE Transmission System, EPE shall
refund to Generator an amount equal to the difference within thirty
(30) days of the issuance of the invoice of the final cost.
7.2.3 Failure of Payment. In the event Generator fails, for any reason
other than a billing dispute as described below, to make payment to
EPE on or before the due date as described above, an event of breach
by Generator shall be deemed to exist under Article 22.2(a). In the
event of a billing dispute between EPE and Generator, EPE shall
continue to perform its responsibilities under this Agreement and
Generator
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Interconnection Agreement between -25- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
shall not be deemed to have committed an event of breach under
Article 22.2(a), as long as Generator (a) continues to make all
payments not in dispute, and (b) upon request of EPE, pays into
an independent escrow account the portion of the invoice in
dispute, pending resolution of such dispute.
7.2.4 Billing Disputes. Generator may, in good faith, challenge the
correctness of any bill rendered under this Agreement for the
design, engineering, procurement, and construction of the
Interconnection System Upgrades and the Protective Equipment on
the EPE Transmission System and for the review and approval of
the EPE Interconnection Facilities no later than one (1) year
following the issuance of a final cost invoice in accordance
with Article 7.2.2. Generator may, in good faith, challenge the
correctness of any other bill rendered under this Agreement no
later than one (1) year after the date the bill was rendered. In
the event that Generator challenges a bill or a portion prior to
date on which payment is due for such bill, Generator shall
nonetheless pay the portion of the bill that is not disputed
when due, with notice given to the entity that rendered the bill
at that time. Any challenge to a bill shall be in writing and
shall state the specific basis for such challenge. If it is
subsequently agreed or determined under Article XXIX that an
adjustment is appropriate, such adjustment shall be made in
accordance with Article 7.3.
7.3 Adjustments. In the event adjustments or corrections to monthly
statements are required as a result of errors in computation or billing,
the entity that rendered the monthly statement shall promptly recompute
amounts due hereunder and otherwise correct any errors in such
statements. If the total amount, as recomputed, due from Generator is
less than the total amount due as previously computed, and payment of
the previously computed amount has been made to EPE, EPE shall pay the
difference to Generator within thirty (30) days after correction of the
erroneous invoice(s), together with interest at the Interest Rate. If
the total amount, as recomputed, due from Generator is more than the
total amount due as previously computed, and payment of the previously
computed amount has been made to EPE, EPE shall invoice the difference
to Generator according to the terms of Article 7.2; provided, however,
that no adjustment for any statement or payment will be made unless
objection to the accuracy thereof was made within the time frames
described in Article 7.2.4; and provided further that this Article 7.3
will survive any termination of the Agreement for a period of one (1)
year from the date of such termination for the purpose of such statement
and payment objections.
7.4 Payment Not a Waiver. Payment of invoices by Generator shall not
constitute a waiver of any rights or claims Generator may have under
this Agreement.
7.5 Income Taxes. Generator shall be solely responsible for and shall
indemnify and hold harmless EPE from any income taxes imposed upon EPE
with respect to any payments or asset transfers by Generator to EPE,
including any related payment for income taxes (or loss of tax benefits)
by EPE based on Generator's tax payment (gross up), or any payment or
contribution of property made by Generator for any upgrade,
modification, addition or other capital improvement, not owned by
Generator but required by Generator's interconnection
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Interconnection Agreement between -26- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
at Afton Switching Station or any of EPE's related facilities. EPE shall
bill Generator for and Generator shall pay such taxes pursuant to
Article 7.2.1 herein. For purposes of this Article 7.5, Generator's
liability under this Article 7.5 shall be calculated on a fully
grossed-up basis by taking into account EPE's Federal and state
composite tax rate at the time of the payments or property transfers
based on the highest marginal rates in effect at that time, and the
present value of all tax depreciation deductions to which EPE is
entitled over the life of the capital improvements and/or assets
acquired from such contributions by Generator, based on a discount rate
of 8.00%.
To the extent that any legislative change or other administrative
ruling, decision, announcement, notice, or clarification by the IRS or
other Governmental Authority subsequent to the Effective Date makes it
reasonably clear that EPE, determined in EPE's reasonable discretion, is
not responsible for any portion of the taxes referenced above for the
tax years in issue, EPE shall promptly refund to Generator any amounts
paid by Generator pursuant to this Article 7.5, with respect to any
payment or transfer which is determined to be non-taxable taking into
consideration a proportionate allocation of EPE's depreciation
deductions. As a condition of such reimbursement, Generator shall
provide EPE, if EPE so requests, a written notice with a detailed
explanation of such changes and an opinion from a nationally recognized
tax consultant. EPE shall not be required to refund interest on any
amounts reimbursed to Generator hereof.
If Generator requests a refund of any amounts paid to EPE under this
Section 7.5, then EPE shall have the right to file with the IRS a
request for a private letter ruling at the Generator's sole cost and
expense prior to refunding any amounts. Generator shall reasonably
cooperate with EPE in filing and pursuing such request for a private
letter ruling. In addition, Generator shall indemnify EPE for any breach
of representations in the request for a private letter ruling and for
any amounts refunded by EPE to Generator, which are later determined to
be taxable to EPE under this Section 7.5.
EPE's tax reimbursement obligation herein shall terminate at the
expiration of the applicable Federal or state statute of limitations,
including any extensions thereof if made, for the taxable year that
includes the date of the last payment made by Generator under this
Article 7.5 of this Agreement.
For purposes of this Section 7.5, all references to the IRS shall
include applicable state revenue authorities applicable to EPE.
Article VIII
OPERATIONS
8.1 General. With respect to their performance under this Agreement, the
Operating Agent, EPE, and Generator shall comply with all applicable
manuals, standards, and guidelines of NERC, WSCC, RTO (if applicable),
or any successor agency.
8.2 Obligations of Operating Agent. Operating Agent shall operate and
control the EPE Transmission System, including the EPE Interconnection
Facilities, (a) in a safe and reliable
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Interconnection Agreement between -27- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
manner, (b) in accordance with Good Utility Practice, and (c) in
accordance with the terms and conditions of this Agreement. In the event
of any conflict between the terms and conditions of this Agreement and
applicable planning, operational, and/or reliability criteria,
protocols, and directives of the RTO (if applicable), NERC and WSCC, the
applicable planning, operational, and/or reliability criteria,
protocols, and directives of the RTO (if applicable), NERC and WSCC
shall govern.
8.3 Obligations of Generator.
8.3.1 Synchronization. Generator shall assume all responsibility and
cost for properly synchronizing the Facility for operation with
the EPE Transmission System. Synchronizing of generation will be
coordinated with the Operating Agent's SOCC.
8.3.2 Operation and Control. Generator shall operate and control the
Facility and Generator's Interconnection Facilities (a) in a
safe and reliable manner, (b) in accordance with Good Utility
Practice, and (c) in accordance with the terms and conditions of
this Agreement. In the event of any conflict between the terms
and conditions of this Agreement and applicable planning,
operational, and/or reliability criteria, protocols, and
directives of the RTO (if applicable), NERC and WSCC, the
applicable planning, operational, and/or reliability criteria,
protocols, and directives of the RTO (if applicable), NERC and
WSCC shall govern.
8.3.3 Control Area Requirements. Nothing in this Agreement should be
construed as creating any obligation that Generator operate the
Facility as part of the EPE Control Area. If the Facility is not
operated as part of the EPE Control Area, in no event shall this
Agreement prohibit, prevent, or otherwise limit the ability of
Generator to operate the Facility in accordance with the
requirements of the control area of which it is part, and the
Parties shall negotiate in good faith to amend this Agreement as
necessary or appropriate.
8.4 Reliability Criteria
8.4.1 Power System Stabilizers (PSS). Generator shall install and
operate PSS on generators in accordance with the WSCC criteria,
the RMS criteria and any other requirement that the Operating
Agent is obligated to follow.
8.4.2 Automatic Voltage Regulation (AVR). Generator shall install and
operate AVR in accordance with all requirements of WSCC, the RMS
criteria and any other requirement that the Operating Agent is
obligated to follow. Each interconnected unit shall have AVR and
such AVR shall be tuned in accordance with Institute of
Electronics and Electrical Engineers ("IEEE") standard 421 or
its successor. Voltage regulator controls and limit functions
(such as over- and under-excitation and volts/hertz limiters)
shall coordinate with the Facility's generator's short duration
capabilities and protective relays. AVRs must be continuously
acting solid state analog or digital. Tuning shall be in
accordance with the WSCC criteria and
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Interconnection Agreement between -28- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
standards. Tuning results shall be included in commissioning
test reports provided to the Operating Agent or EPE, as
applicable.
8.4.3 Governors. Generator shall operate all governors in accordance
with requirements of NERC and the WSCC, including any
requirements for Governor Droop settings. To provide equitable
and coordinated system response to load/generation imbalances,
governors shall not be blocked or operated with excessive
dead-bands.
8.5 Quality of Power. Generator shall ensure that the Facility's quality of
power at the Interconnected Facilities adheres to the standards set by
NERC, WSCC, the RTO (if applicable) and the American National Standards
Institute ("ANSI"). In turn, the Operating Agent shall ensure that
quality of power at the Interconnected Facilities adheres to the
standards set by NERC, WSCC, the RTO (if applicable) and ANSI. To the
extent that the Operating Agent determines that the Afton Switching
Station is adversely affected by flicker or harmonic distortion caused
by Generator, or EPE determines that the EPE Transmission System is
adversely affected by flicker or harmonic distortion caused by
Generator, Generator shall take the necessary actions to resolve the
problem promptly upon notice from the Operating Agent or EPE. If such
actions taken by Generator do not resolve the problem, the Operating
Agent shall notify Generator of the continuing problem and may curtail,
interrupt or reduce deliveries of electricity, or disconnect the
Facility from the EPE Transmission System at the Afton Switching
Station, in accordance with Good Utility Practice until the problem is
resolved to the satisfaction of the Operating Agent or EPE, as the case
may be.
8.6 Protection and System Quality.
8.6.1 Facilities. Generator shall, at its expense, install, maintain,
and operate Protective Equipment at the Facility, including such
protective and regulating devices as are required by the RTO (if
applicable), NERC, WSCC, or by order, rule or regulation of any
Governmental Authority or as are otherwise necessary to protect
personnel and equipment and to minimize adverse effects to the
Afton Switching Station and EPE's electric system arising from
the Facility. Any such Protective Equipment that may be required
at the Afton Switching Station or the EPE Transmission System in
connection with the operation of the Facility and in accordance
with Good Utility Practice shall be installed by EPE at
Generator's expense.
8.6.2 Protective Equipment. Generator agrees that Protective Equipment
must be installed to:
(a) ensure safety of the general public, and personnel
of EPE (including in its capacity as Operating
Agent), and Generator;
(b) minimize damage to the Afton Switching Station
property and to the property of the general public,
EPE and its customers;
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Interconnection Agreement between -29- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
(c) minimize adverse operating conditions at the Afton
Switching Station and on the EPE Transmission System;
and
(d) permit Generator to operate the Facility in parallel
with the EPE Transmission System in a safe and
efficient manner.
The necessary Protective Equipment will be installed in
accordance with Articles 5.3.2 and 5.4.3.
8.7 Adjustments. The Operating Agent may require Generator to adjust the
real power output or reactive power from the Facility only for purposes
of Emergency or Abnormal Conditions. The Operating Agent may not, unless
the Generator and Operating Agent agree in writing, require Generator to
make such adjustments based on economic considerations.
8.8 Switching and Tagging Procedures.
8.8.1 Compliance with Procedures. The Parties shall abide by the
Operating Agent's switching and tagging rules as the Operating
Agent may modify them from time to time with respect to
activities at the Interconnected Facilities, including the Afton
Switching Station, and mutually agreed to activities within the
Facility. The Operating Agent shall notify Generator in advance
of the Operating Agent's switching and tagging rules and any
amendments thereto. Generator shall ensure its personnel are
trained and knowledgeable regarding the Operating Agent's
switching and tagging rules and grounding and isolation
procedures.
8.8.2 Reclosing. Generator acknowledges that following an electric
disturbance, certain equipment at the Afton Switching Station
may reclose in accordance with Good Utility Practice. The
Operating Agent will provide Generator notice, as far in advance
of implementation as is reasonably practical, of the reclosing
practices of the EPE Interconnection Facilities including the
Afton Switching Station. The Operating Agent shall provide
Generator all data needed to study the effect of proposed
changes to such reclosing practices and allow a reasonable time
period, not to exceed 120 calendar days, for modification of
Generator's Protective Equipment if necessary. To the extent
practicable, Operating Agent will cooperate with Generator to
establish or modify the reclosing angle settings of the
Operating Agent's reclosing operations to minimize the impact
such operations will have on the Afton Switching Station, the
EPE Transmission System and the Facility.
Generator shall have sole responsibility for protecting the
Facility, Generator's Interconnection Facilities and related
equipment from any damage resulting from such reclosure. To the
extent not prohibited by Applicable Laws and Regulations,
Generator hereby indemnifies and agrees to hold harmless EPE,
the Operating Agent, and their Agents for, against and from any
and all losses, damages, costs and expenses caused by, resulting
from or arising out of (a) any damage to the Facility,
Generator's Interconnection Facilities or related equipment to
the extent caused by, resulting from, or arising out of any such
reclosure and (b) death of or injury to any
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Interconnection Agreement between -30- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
person to the extent caused by, resulting from, or arising out of any
impact or effect of such reclosure upon the Facility, Generator's
Interconnection Facilities, and/or any related equipment.
If, for any reason, the Facility is disconnected from the EPE
Transmission System at the Afton Switching Station (by electric
disturbance, line switching, or otherwise), Operating Agent shall
cause the switching device connecting the Facility to the EPE
Transmission System at the Afton Switching Station to become and
remain open and not reclose until the Operating Agent approves the
reclosure.
8.9 General Orders. Each Party shall comply with the Operating Agent's General
Orders, in existence on the Effective Date and as may be modified from time
to time, in the operation of the Interconnected Facilities and the
Facility. The Operating Agent shall provide a written copy of its General
Orders upon request of Generator and thereafter notify Generator of any
modifications in the Operating Agent's General Orders at least ten (10)
days prior to the effective date of any such modifications.
8.10 Generation Alert. The Operating Agent shall issue generation alerts when it
determines that the loss of a generating unit may create a system
disturbance. When advised by the Operating Agent, Generator shall exercise
Due Diligence to suspend non-essential maintenance and operational
activities that could lead to the loss of the Facility during the alerts.
Article IX
RELIABILITY MANAGEMENT SYSTEM
9.1 Purpose. In order to maintain the reliable operation of the transmission
grid, the WSCC Reliability Criteria Agreement sets forth reliability
criteria adopted by the WSCC with which Generator and EPE shall comply.
9.2 Compliance. Generator shall comply with the requirements of the WSCC
Reliability Criteria Agreement, including the applicable WSCC reliability
criteria set forth in Section IV of Annex A thereof, and, in the event of
failure to comply, agrees to be subject to the sanctions applicable to such
failure. Such sanctions shall be assessed pursuant to the procedures
contained in the WSCC Reliability Criteria Agreement.
9.3 Participant Status. Each of the pertinent provisions of the WSCC
Reliability Criteria Agreement is hereby incorporated by reference into
this Article IX as though fully set forth herein, and Generator shall for
all purposes be considered a "Participant," as defined in the WSCC
Reliability Agreement, and shall be entitled to all of the rights and
privileges and subject to all of the obligations of a Participant under and
in connection with the WSCC Reliability Criteria Agreement, including the
rights, privileges, and obligations set forth in Sections 5, 6, and 10 of
the WSCC Reliability Criteria Agreement.
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Interconnection Agreement between -31- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
9.4 Payment of Sanctions. Generator shall be responsible for reimbursing EPE
for any monetary sanctions assessed against EPE, to the extent determined
to be attributable to the action or inaction of Generator, by WSCC pursuant
to the WSCC Reliability Criteria Agreement. Generator shall also be
responsible for payment of any monetary sanction assessed against Generator
by WSCC pursuant to the WSCC Reliability Criteria Agreement.
9.5 Transfer of Control or Sale of Facility. In any sale or transfer of control
of the Facility or any portion thereof, Generator shall, as a condition of
such sale or transfer of control, require the acquiring party or transferee
with respect to the transferred Facility either to assume the obligations
of the Generator with respect to this Agreement or to enter into an
agreement with EPE imposing on the acquiring party or transferee the same
obligations applicable to Generator pursuant to this Article IX.
9.6 Failure to Comply with RMS. In the event Generator fails to comply with the
requirements of the WSCC Reliability Criteria Agreement incorporated herein
and, in the opinion of EPE, endangers the safety or reliability of the
Afton Switching Station, or the EPE Transmission System, EPE shall have the
right, subject to any necessary regulatory approval, to direct the
Operating Agent to disconnect the Facility from the EPE Transmission System
at the Afton Switching Station, and EPE and the Operating Agent shall have
no liability for any damages incurred by Generator or the Facility as a
result of such disconnection. Prior to any proposed disconnection, the
Operating Committee shall meet and the Operating Agent shall advise the
members of the Operating Committee regarding the reasons for the proposed
disconnection.
9.7 Publication. Generator consents to the release by the WSCC of information
related to Generator's compliance with this Agreement only in accordance
with the WSCC Reliability Criteria Agreement.
9.8 Third Parties. Except for the rights and obligations between the WSCC and
Generator specified in this Article IX, this Article IX creates contractual
rights and obligations solely between the Parties. Nothing in this Article
IX shall create, as between the Parties or with respect to the WSCC: (a)
any obligation or liability whatsoever (other than as expressly provided in
this Article IX) or (b) any duty or standard of care whatsoever. In
addition, nothing in this Article IX shall create any duty, liability, or
standard of care whatsoever as to any other party. Except for the rights,
as a third-party beneficiary under this Article IX of the WSCC against
Generator, no third party shall have any rights whatsoever with respect to
enforcement of any provision of this Article IX. The Parties expressly
intend that the WSCC is a third-party beneficiary to this Article IX and
the WSCC shall have the right to seek to enforce against Generator any
provision of this Article IX, provided that specific performance shall be
the sole remedy available to the WSCC pursuant to Article IX and Generator
shall not be liable to the WSCC pursuant to this Article IX for damages of
any kind whatsoever (other than the payment of sanctions to the WSCC, if so
construed), whether direct, compensatory, special, indirect, consequential,
or punitive.
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Interconnection Agreement between -32- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
9.9 Reserved Rights. Nothing in the RMS or the WSCC Reliability Criteria
Agreement shall limit the right of EPE, subject to any necessary regulatory
approvals, to take such other actions to maintain reliability, subject to
any necessary regulatory approval, including disconnection, which EPE may
otherwise be entitled to take.
9.10 Termination. The Generator may terminate its obligations pursuant to this
Article IX: (a) if after the effective date of this Agreement, the
requirements of the WSCC Reliability Criteria Agreement applicable to
Generator are amended so as to adversely affect the Generator, provided
that Generator gives fifteen (15) days' notice of such termination to EPE
and the WSCC within forty-five (45) days of the date of issuance of a FERC
order accepting such amendment for filing, provided further that the
forty-five (45) day period within which notice of termination is required
may be extended by the Generator for an additional forty-five (45) days if
the Generator gives written notice to EPE of such requested extension
within the initial forty-five (45) day period; or (b) for any reason on one
(1) year's written notice to EPE and the WSCC.
9.11 Mutual Agreement. This Article IX may be terminated at any time by mutual
agreement of Generator and EPE.
9.12 Severability. If one or more provisions of this Article IX shall be
invalid, illegal or unenforceable in any respect, it shall be given effect
to the extent permitted by Applicable Laws and Regulations, and such
invalidity, illegality or unenforceability shall not affect the validity of
the other provisions of this Article IX.
Article X
REACTIVE POWER
10.1 Obligation to Supply Reactive Power. Generator shall supply reactive power
to the transmission grid in accordance with Good Utility Practice, and
shall respond to requests from the Operating Agent to increase or decrease
generator output voltage in a manner consistent with Generator's obligation
to operate the Facility, provided such requests are consistent with Good
Utility Practice and are made in order to maintain reactive area support.
The Facility shall operate in accordance with the reactive power
requirements as set forth in this Agreement; provided, however, that such
amount shall not exceed the amount available from the Facility's equipment
in service.
10.2 Compensation. The Operating Agent shall compensate Generator for generating
or absorbing reactive power at the specific request of the Operating Agent
outside the power factor design limitation minimum requirement specified in
Article 10.3.1. The Operating Agent shall also compensate Generator for
start-up costs and real power costs if reactive support is requested by the
Operating Agent when the Facility is off-line. Such compensation shall be
in accordance with any applicable FERC tariff or rate schedule filed by
Generator and accepted for filing by FERC. The Operating Agent and EPE
reserve the right to oppose any tariff or rate schedule filed by Generator
with FERC.
10.3 Reactive Power Standards.
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Interconnection Agreement between -33- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
10.3.1 Composite Power Delivery. The Facility power factor design
limitation minimum requirement shall be a reactive power
capability sufficient to provide a composite power delivery at
the Interconnection Point at a power factor between 95% lagging
and 95% leading. Under normal real-time operating conditions,
Generator shall operate the Facility to maintain a voltage
schedule at the Interconnection Point as prescribed by the
Operating Agent within the Facility's power factor design
limitation minimum requirement, provided such schedule is
consistent with Good Utility Practice, and necessary to maintain
reactive support on the transmission grid. In the event that the
voltage schedule at the Interconnection Point cannot be or is not
maintained within such requirement, the Operating Agent may
request that the Facility be operated (within the design
limitations of the equipment in service at that time) up to the
maximum available reactive power output (measured in mega-volt
ampere reactance ("MVAR")) in order to achieve the prescribed
voltage schedule; provided, however, that the Operating Agent has
equitably coordinated such requests with other generating
facilities and other reactive power compensation resources in the
affected area in order to achieve the prescribed voltage
schedule. Generator shall promptly comply with all such requests
made by the Operating Agent and shall be compensated as provided
for in Article 10.2.
10.3.2 Compliance. In the event that under normal transmission system
operating conditions, the Facility is unable to consistently
maintain a reactive power capability within the power factor
design limitation minimum requirement, Generator shall take
appropriate actions to comply with such standards, including, if
necessary, the installation of static and/or dynamic reactive
power compensating devices.
10.3.3 Records. Records of requests made to Generator by the Operating
Agent, and records indicating actual responses to such requests,
shall be maintained by the Operating Agent and subject to a third
party independent audit at Generator's request and expense. Any
request for an audit by Generator shall be made in accordance
with the second sentence of Article 7.1.3.
10.4 Failure to Supply Reactive Power. To the extent that Generator fails to
operate the Facility in accordance with this Article X and Generator has
not taken any action pursuant to Article 10.3.2, the Operating Agent may,
after three (3) days' notice to Generator, take any necessary actions to
remedy Generator's default, at Generator's expense, including requiring the
installation of capacitor banks or other reactive compensation equipment
required to ensure the proper voltage or reactive power supply at the
Facility.
Article XI
OUTAGES, INTERRUPTIONS, AND DISCONNECTIONS
11.1 Outage Scheduling. On or before January 1st of each year, or such other
date mutually acceptable to the Operating Agent and Generator, each of the
foregoing shall, subject to Article 3.7, provide to the other a non-binding
preliminary maintenance schedule for the upcoming calendar year for the EPE
Interconnection Facilities, including the Afton Switching Station, and
Facility. The Operating Agent and Generator shall, subject to
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Interconnection Agreement between -34- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Article 3.7, each provide the other with timely non-binding updates to such
schedules to reflect any significant changes.
11.2 Scheduled Maintenance and Coordination. To the extent practicable, the
Operating Agent shall schedule any testing, shutdown, or withdrawal of the
EPE Interconnection Facilities, including the Afton Switching Station, to
coincide with Generator's scheduled outages or, if not possible, during
times acceptable to the Generator. The Operating Agent shall, subject to
Article 3.7, notify Generator in advance of any such testing, shutdown, or
withdrawal of facilities and the schedule for maintenance as well as any
changes in the schedule. The Operating Agent shall restore the EPE
Interconnection Facilities, including the Afton Switching Station, to
service as quickly as possible in accordance with Good Utility Practice.
11.3 Other Maintenance and Coordination.
11.3.1 To the extent that Generator desires EPE or the Operating Agent
to perform maintenance during a time period other than a
scheduled outage, EPE and the Operating Agent shall use
Commercially Reasonable Efforts to meet Generator's request;
provided, however, that such maintenance will not have a material
adverse economic impact upon EPE or the customers of the EPE
Transmission System. If EPE determines, in the exercise of its
reasonable judgment, that Generator's request would have a
material adverse economic impact upon EPE or the customers of the
EPE Transmission System, but Generator is willing to reimburse
EPE for any costs incurred by it, EPE shall use Commercially
Reasonable Efforts to comply with Generator's request.
11.3.2 The Operating Agent agrees to perform any maintenance upon the
Interconnected Facilities requested by Generator, provided that
such maintenance is consistent with Good Utility Practice. The
Operating Agent will notify Generator in advance of undertaking
such maintenance as to the work expected to be done and an
estimate of the expected cost. Generator reserves the right to
withdraw such request any time prior to the commencement of such
maintenance, provided Generator shall pay all costs resulting
from the scheduling and cancellation of such maintenance,
including penalties and non-refundable expenses.
11.4 Unplanned Outages. In the event of an unplanned outage of a Party's
facility (including the Facility) that adversely affects the other Party's
facilities, the Party that owns or controls the facility that is out of
service shall use Commercially Reasonable Efforts to promptly restore that
facility to service in accordance with Good Utility Practice and, subject
to Article 3.7, to promptly notify the other Party as to the expected
duration of the unplanned outage and, to the extent known, the reason
therefor.
11.5 Disconnection.
11.5.1 Disconnection during Underfrequency Load Shed Event. The Parties
shall at all times comply with NERC, WSCC, and RTO (if applicable)
requirements. NERC
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Interconnection Agreement between -35- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
planning criteria require the interconnected WSCC Grid frequency
be maintained between 59.95 Hz and 60.05 Hz. WSCC has an
off-nominal frequency program to which the EPE Transmission
System adheres and all generators must also comply. In the event
of an underfrequency system disturbance, the EPE Transmission
System is designed to automatically activate a multi-tiered load
shed program. Generator shall coordinate underfrequency relay set
points for the Facility as determined by the Operating Committee,
consistent with WSCC criteria.
11.5.2 Disconnection after Agreement Terminates. Upon termination of
this Agreement, the Operating Agent shall disconnect the Facility
from the EPE Transmission System at the Afton Switching Station
in accordance with the disconnection plan adopted pursuant to
Article 23.4.
11.6 Continuity of Service. Notwithstanding any other provision of this
Agreement, the Operating Agent shall not be obligated to accept, and the
Operating Agent may require Generator to curtail, interrupt or reduce,
delivery of energy if such delivery of energy impairs EPE's ability to
construct, install, repair, replace or remove any of its equipment or any
part of its system in a safe and reliable manner or if the Operating Agent
determines that curtailment, interruption or reduction is necessary to
prevent, mitigate, or remedy an Emergency or for any reason otherwise
permitted by Applicable Laws and Regulations. The Parties shall coordinate,
and if necessary negotiate in good faith, the timing of such curtailments,
interruptions, or reductions with respect to maintenance, investigation or
inspection of any of EPE's equipment or system consistent with the terms
and conditions of this Agreement. Except in case of Emergency, in order not
to interfere unreasonably with Generator's operations, the Operating Agent
shall give Generator reasonable prior notice of any proposed curtailment,
interruption or reduction, the reason(s) for its occurrence, and, if it is
known, its expected duration. With respect to any curtailment, interruption
or reduction permitted under this Article 11.6, the Operating Agent agrees
that: (a) the curtailment, interruption, or reduction shall continue only
for so long as reasonably necessary under Good Utility Practice; (b) when
the curtailment, interruption, or reduction must be made under
circumstances which do not allow for advance notice, the Operating Agent
will notify Generator by telephone as soon as practicable of the reasons
for the curtailment, interruption, or reduction and, if known, its expected
duration; and c) Operating Agent will compensate Generator, except for
reductions, interruptions or curtailments under the applicable OATT,
pursuant to mutually agreed terms or pursuant to any applicable
FERC-accepted tariff or rate schedule filed by Generator.
Article XII
EMERGENCY AND ABNORMAL CONDITION PROCEDURES
12.1 Emergency. During an Emergency as declared by the Operating Agent, in its
sole discretion and consistent with Good Utility Practice, or the Security
Coordinator as appointed by WSCC for the Operating Agent's region, the
Operating Agent has the sole discretion to direct Generator to increase or
decrease real power production (measured in MW) and/or reactive power
production (measured in MVAR), within the design and
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Interconnection Agreement between -36- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
operational limitations of the Facility equipment in service at the time.
The Operating Agent shall have sole discretion, exercised in accordance
with Good Utility Practice, to determine that: (a) the transmission grid
security is threatened, and (b) any generator(s) connected to the
transmission grid must increase or decrease real power and/or reactive
power production. Generator shall follow the Operating Agent's orders and
directives concerning Facility real power and/or reactive power output
within the design limitations of the Facility's equipment in service at the
time. The Operating Agent shall restore the transmission system conditions
to normal as quickly as possible to alleviate any such Emergency. The
Operating Agent shall reasonably allocate the responsibility to provide
real power and/or reactive power support to the transmission system during
an Emergency on an equitable, non-discriminatory basis with respect to all
generating units and other reactive compensation resources available to the
Operating Agent. The Operating Agent, or any other Party as applicable,
will compensate Generator, for a change in real power output in compliance
with Operating Agent's directive, except for reductions, interruptions or
curtailment under the applicable OATT, pursuant to mutually agreed terms or
pursuant to any applicable FERC-accepted tariff or rate schedule filed by
Generator. The Operating Agent, or any other Party as applicable, will
compensate Generator for a change in reactive power production pursuant to
the terms and conditions of Article X.
12.2 Notice of Emergency. The Operating Agent shall provide Generator with
prompt verbal or electronic notice of any Emergency which may reasonably be
expected to affect Generator's operation of the Facility, and Generator
shall provide the Operating Agent with prompt verbal notice of any
generation equipment Emergency which may reasonably be expected to affect
the Operating Agent's operations. Such verbal notification shall be
followed within twenty-four (24) hours with written notification, which
shall describe in reasonable detail the extent of the Emergency (including
damage or deficiency), the anticipated length of the outage, and the
corrective actions taken.
12.3 Immediate Action. In the event of an Emergency, the Party (either the
Operating Agent or Generator) becoming aware of the Emergency may, in the
exercise of its reasonable judgment and in accordance with Good Utility
Practice, take such actions as are reasonable and necessary to prevent,
avoid, or mitigate injury, danger, and loss, without liability to the other
Party for its actions.
12.3.1 In the event that Generator has identified an Emergency involving
the transmission system, Generator shall obtain the consent of
the Operating Agent before manually performing any switching
operations unless, in Generator's reasonable judgment, exercised
in accordance with Good Utility Practice, immediate action is
required.
12.3.2 Either the Operating Agent or Generator shall have the right to
disconnect the Facility without prior notice or liability to the
other Party if, in such Party's reasonable judgment and in
accordance with Good Utility Practice, an Emergency exists and
immediate disconnection is required to protect persons or
property from damage caused by Generator's interconnection or
lack of proper or properly operating protective devices. Prior to
an Emergency, for purposes of this Article
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Interconnection Agreement between -37- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
12.3.2, the Operating Agent may deem protective devices to be
operating improperly if the Operating Agent's review pursuant to
Article XIII discloses insufficient maintenance on such devices
or that maintenance records do not exist or are insufficient to
establish that adequate maintenance on such devices has been
performed, provided that the Operating Agent shall inform
Generator, in writing following the Operating Agent's review, of
such conclusions regarding maintenance of such devices and
provide Generator a reasonable opportunity to demonstrate to the
Operating Agent's satisfaction that adequate maintenance has been
performed. The Party initiating the disconnection shall notify
the other Party of such disconnection as soon as reasonably
possible after the disconnection.
12.4 Disconnection of Facility in Event of Potential Emergency. If, at any time,
the Operating Agent determines, in the exercise of its reasonable judgment
and in accordance with Good Utility Practice, that the continued operation
of the Facility would cause an Emergency, the Operating Agent may
disconnect the Facility from the EPE Interconnection Facilities until such
condition at the Facility giving rise to the potential Emergency ceases to
exist. The Operating Agent shall not be liable to Generator for the
Operating Agent's actions unless such action constitutes willful misconduct
on the part of the Operating Agent.
12.4.1 Notice of Disconnection. The Operating Agent shall provide
Generator with as much advance notice as is reasonably practical
under the circumstances of Operating Agent's intent to disconnect
the Facility in response to a condition at the Facility that
would cause an Emergency. Subject to Article 3.7, the Operating
Agent shall also provide Generator with information relating to
the nature of the potential Emergency and the expected duration
of the disconnection at the Interconnection Point.
12.4.2 Opportunity to Resolve Condition. To the extent reasonably
practical, the Operating Agent shall allow Generator an
opportunity to remove or remedy such condition at the Facility
that would cause an Emergency before the Operating Agent
disconnects the Facility.
12.4.3 Conference Regarding Condition. In the event of disconnection,
the Operating Agent shall promptly confer with one of Generator's
Operating Committee representatives regarding the condition that
gave rise to the disconnection. The Operating Agent shall provide
Generator with its recommendation, if any, regarding the timely
correction of the condition.
12.4.4 Restoration. The Operating Agent shall promptly reconnect the
Facility when the condition giving rise to the potential
Emergency ceases to exist and shall use reasonable efforts
consistent with Good Utility Practice to minimize the duration of
any disconnection.
12.5 Audit Rights. The Operating Agent and Generator shall keep and maintain
records of any actions taken during an Emergency that may reasonably be
expected to impact the others' facilities and shall make such records
available for review by the other or its auditor upon the request and
expense of the other. Any request for such an audit shall be made no later
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Interconnection Agreement between -38- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
than twenty-four (24) months following the actions taken in conjunction
with the Emergency.
12.6 Abnormal Conditions. To the extent the Operating Agent is aware of any
Abnormal Condition, the Operating Agent will provide Generator with
reasonably prompt oral notification of such Abnormal Condition if it may
reasonably be expected to affect Generator's Facility or operations. To the
extent that Generator is aware of any Abnormal Condition, Generator will
provide the Operating Agent with reasonably prompt oral notification of
such Abnormal Condition if it may reasonably be expected to affect the
operations of the Operating Agent's or EPE's facilities. Subject to Article
3.7, any such oral notification provided hereunder shall include a
description of the Abnormal Condition, its anticipated duration, and the
action taken and/or to be taken with respect to the notifying Party's
facilities, and shall be followed as soon as practicable with written
confirmation of the facts. Each Party shall cooperate and coordinate with
the other Party in taking whatever actions on its facilities as are
reasonably necessary to mitigate or eliminate the Abnormal Condition,
including, to the extent necessary, adjusting the operation of equipment to
within its rated operating parameters; provided, however, that such
measures are consistent with Good Utility Practice and do not require
operation of any of the Parties' facilities outside their operating limits.
The Operating Agent and Generator each reserves the right, in its sole
discretion, to isolate or disconnect the Facility from the EPE Transmission
System at the Afton Switching Station if it believes an Abnormal Condition,
including an electric disturbance, may cause damage to its facilities. The
Operating Agent, or any other Party as applicable, will compensate
Generator, for a change in real power output in compliance with Operating
Agent's directive, except for reductions, interruptions or curtailment
under the applicable OATT, pursuant to mutually agreed terms or pursuant to
any applicable FERC-accepted tariff or rate schedule filed by Generator.
The Operating Agent, or any other Party as applicable, will compensate
Generator for a change in reactive power production pursuant to the terms
and conditions of Article X. Generator will compensate Operating Agent or
EPE, as applicable, for actions provided to Generator to mitigate Abnormal
Conditions caused by Facility pursuant to mutually agreed terms or pursuant
to any applicable FERC-accepted tariff or rate schedule filed by Operating
Agent or EPE, as applicable.
Article XIII
MAINTENANCE
13.1 The Operating Agent Obligations. The Operating Agent shall maintain and
repair/replace the EPE Interconnection Facilities, and EPE shall maintain
and repair/replace any Interconnection System Upgrades on the EPE
Transmission System: (a) in a safe and reliable manner; (b) in accordance
with Good Utility Practice; and (c) in accordance with the terms and
conditions of this Agreement.
13.2 Generator Obligations. Generator shall maintain and repair/replace the
Facility and Generator's Interconnection Facilities: (a) in a safe and
reliable manner; (b) in accordance
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Interconnection Agreement between -39- EXECUTION VERSION
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Public Service Company of New Mexico
with Good Utility Practice; and (c) in accordance with the terms and
conditions of this Agreement.
13.3 Maintenance Expenses. In accordance with Articles 5.3 and 5.4 and subject
to Article 5.14, Generator shall be responsible for all expenses associated
with maintaining and repairing/replacing the Interconnected Facilities. The
Operating Agent agrees to provide Generator in June of each year with its
best estimate of the costs required to operate and maintain the EPE
Interconnection Facilities over the next twelve (12) months. The Operating
Agent will notify Generator in advance of any increase in the cost of work
to be performed if the total amount increases by twenty-five percent (25%)
or more of the estimate provided to Generator. Any such increase shall be
subject to Generator's authorization, which shall not be unreasonably
delayed, withheld or denied. In accordance with Article 5.4.4, EPE shall be
responsible for all expenses associated with maintaining and
repairing/replacing Interconnection System Upgrades on the EPE Transmission
System after the Operation Date.
13.4 Coordination. Generator agrees to coordinate with the Operating Agent in
accordance with procedures developed by the Operating Committee regarding
the inspection, maintenance, and testing of those secondary systems in the
Facility and Interconnected Facilities directly affecting the operation of
the Afton Switching Station and the EPE Transmission System. To the extent
possible, Generator shall provide five (5) Business Days' advance written
notice to the Operating Agent before undertaking such work.
13.5 Observation of Deficiencies. Each Party shall have the right, but not the
obligation, to observe the testing and maintenance activities performed by
the other Party with respect to facilities whose performance may adversely
affect the reliability of the observing Party's facilities. If the
observing Party observes any deficiencies or defects associated with, or
becomes aware of a lack of maintenance, inspections, or testing with
respect to, any of the other Party's facilities and equipment that might be
reasonably expected to adversely affect the observing Party's facilities
and equipment, the observing Party shall provide prompt written notice to
such other Party. Notwithstanding the foregoing, the observing Party shall
have no liability for failure to give such notice. Upon receipt of such
written notice, such Party shall take any necessary corrective actions in
accordance with Good Utility Practice.
13.6 Review of Maintenance Records. Upon ten (10) Business Days' written notice
to Generator, Generator shall provide the Operating Agent with access to
Generator's maintenance, inspection, and testing records for Generator's
Interconnection Facilities and any other facilities whose operation may
reasonably be expected to affect the reliability of the EPE Interconnection
Facilities, including the Afton Switching Station. The other facilities
shall include generator step up transformers, protection systems, metering,
communications systems, breakers, automatic voltage regulators, generator
governor and excitation systems. Upon ten (10) Business Days' written
notice to the Operating Agent, the Operating Agent shall, subject to
Article 3.7, provide Generator with access to the Operating Agent's
maintenance, inspection, and testing records for the EPE Interconnection
Facilities, including the Afton Switching Station.
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Interconnection Agreement between -40- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Article XIV
METERING
14.1 General. Prior to the Operation Date, EPE shall provide, install, and
maintain Metering Equipment necessary to meet its obligations under this
Agreement. Generator shall have the option, subject to EPE approval, to use
EPE's Metering Equipment for Facility operations. Beginning on the
Operation Date, the Operating Agent shall assume responsibility for
operating and maintaining the Metering Equipment. EPE shall own the
Metering Equipment. At the Operating Agent's option, the Metering Equipment
shall be located or adjusted in such a manner to account for any
transformation or interconnection losses between the location of the meter
and the Interconnection Point. The location of the Metering Equipment and
Generator's verification meters are identified on Appendix D.
14.2 Testing. The Operating Agent shall inspect and test Metering Equipment on
an annual basis or at such other time intervals as may be directed by the
Operating Committee; provided, however, that Generator, may request, after
demonstrating good cause, one additional inspection and test for Metering
Equipment per year. In addition, any Party may request a special test of
meters, but such Party shall bear the cost of such testing unless an
inaccuracy shall be disclosed exceeding one percent (1%), in which case the
Operating Agent shall be responsible for the costs of the special testing.
Authorized representatives of each Party shall have the right to be present
at all routine or special tests and to inspect any readings, testing,
adjustment or calibration of the meters. The Operating Agent shall promptly
correct any inaccuracy disclosed through such inspections and tests. For
the purpose of checking the performance of the Metering Equipment,
Generator may install check metering equipment, which such equipment shall
be owned and maintained by Generator.
14.3 Data Metered. The following data shall be real-time metered and sent
electronically to the Operating Agent's SOCC: (a) net MW output of each
generator of the Facility; (b) reactive power output of each generator of
the Facility, both positive and negative; (c) 345 kV bus voltage; (d)
indications (open or closed) of all circuit breakers; (e) indications (open
or closed) of all circuit switches; (f) various alarm points, as reasonably
determined by the Operating Agent; (g) various relay indications and relay
alarms; and (h) any other data as determined by the Operating Agent.
14.4 Data Available Upon Request. The Operating Agent shall provide to Generator
and EPE all metering quantities in analog and/or digital form, whichever is
available, upon request.
14.5 Costs. Except as otherwise provided for in this Article XIV, Generator
shall bear all reasonable costs associated with (a) the installation and/or
relocation of Metering Equipment, (b) the operation, maintenance, repair
and administration of Metering Equipment, and (c) the provision of metering
data to Generator. All such costs shall be separately stated on the invoice
sent to Generator by EPE or the Operating Agent, as applicable.
Article XV
SAFETY
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Interconnection Agreement between -41- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
15.1 General. All work performed by a Party shall be performed in accordance
with Good Utility Practice and all Applicable Laws and Regulations,
Environmental Laws, and other requirements regarding the safety of persons
and property.
15.2 Environmental Releases. No later than twenty-four (24) hours after a Party
becomes aware of a Release of any Hazardous Substances, any asbestos or
lead abatement activities, or any type of remediation activities, such
Party shall provide written notice to the other Party of such Release or
activities, describing in reasonable detail the nature of such Release or
activities. Such Party shall also promptly provide the other Party with
copies of any reports filed with any Governmental Authority regarding such
Release or activities.
15.3 Other Environmental Impact. No Party shall take any action(s) knowing that
such action(s) might be reasonably expected to have a material adverse
environmental impact upon the operations of the other Party without prior
written notification and agreement between the Parties.
Article XVI
COMMUNICATIONS
16.1 Equipment. Generator, at its own expense, shall maintain satisfactory
communications with the Operating Agent or its designated representative.
At Generator's expense, Generator shall install and maintain real-time
operating communications with the Operating Agent's SOCC to the
satisfaction of the Operating Agent or its designated representative. The
data circuit(s) shall extend from Generator's Facility to a location(s)
specified by the Operating Agent. Any required maintenance of such
communications equipment shall be performed at Generator's expense, but may
be performed by Generator or by the Operating Agent. EPE, at Generator's
expense, will own, operate and maintain the communications system necessary
to support the switchyard and transmission interconnection with the
existing transmission system, including switchyard RTU(s), protective
relaying, telemetry, station phones, and other similar EPE systems.
Generator will own, operate and maintain the communication system required
to support the Generator, including Generator RTU(s), telemetry, ringdown
phones, administrative communications such as LAN and telephones and other
similar Generator systems.
16.2 Remote Terminal Unit. A Remote Terminal Unit ("RTU") or equivalent data
collection and transfer equipment acceptable to Generator and the Operating
Agent shall be installed by Generator or by EPE at Generator's expense, to
gather accumulated and instantaneous data to be telemetered to a
location(s) designated by the Operating Agent through use of a dedicated
point-to-point data circuit(s). Generator shall install or facilitate
installation of such equipment as soon as practicable, provided that
installation shall be accomplished prior to the date of unit testing or the
Commercial Operation Date, whichever comes first. The communication
protocol for this data circuit(s) shall be specified by the Operating
Agent. Instantaneous bi-directional analog real power and reactive power
flow information must be telemetered directly to the location(s) specified
by the Operating Agent.
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Interconnection Agreement between -42- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Article XVII
INFORMATION REPORTING
17.1 General. Generator shall provide to the Operating Agent all information,
documents, or data, pertaining to the operations of the Facility, required
for the Operating Agent to fulfill its obligations to NERC, WSCC, the RTO
(if applicable) or any Governmental Authority requiring system information.
Such information, documents or data shall be supplied in the format as
required by NERC, WSCC, the RTO (if applicable) or any Governmental
Authority and within a reasonable time frame designated by the Operating
Agent to meet these obligations.
17.2 Compliance Monitoring Reporting. Generator shall provide all information,
documents, or data, pertaining to the operations of the Facility, requested
by NERC, WSCC, the RTO (if applicable) or any other entity with
jurisdiction requiring system information for purposes of compliance
monitoring programs including RMS. Such information, documents, or data
shall be provided to the Operating Agent if required by the specific
compliance program or to the extent otherwise required by this Agreement.
Such information, documents, or data shall be supplied in the format as
required by NERC, WSCC, the RTO (if applicable) or any other entity with
jurisdiction and within the time frame designated by such compliance
program sponsor to meet these obligations.
17.3 Regulatory Agency Reporting. Generator shall provide to the Operating Agent
all information, documents, or data, pertaining to the operations of the
Facility, required by the Operating Agent to fulfill reporting obligations
to any Governmental Authority including FERC. Such information, documents,
or data shall be supplied in the format as required by any Governmental
Authority including FERC and within a reasonable time frame designated by
the Operating Agent to meet these obligations.
17.4 Penalties. Generator shall be responsible for reimbursement to the
Operating Agent of any economic sanctions or portions thereof, as
applicable, or penalties incurred or imposed upon the Operating Agent due
solely to Generator's failure to provide information, documents, or data,
pertaining to the operations of the Facility, in the required format within
the time frame specified by the Operating Agent, or the compliance
monitoring program, except to the extent that Generator's failure is due
solely to the Operating Agent's or any of its Agents' negligence or willful
misconduct.
Article XVIII
DOCUMENTATION
18.1 General. Each Party shall provide the other Party with appropriate
documentation, consistent with Good Utility Practice, in the form of
written test records, operation and maintenance procedures, drawings,
material lists, or descriptions whenever a Party makes a change,
alteration, or modification to its property, equipment, or facilities that
could reasonably be expected to affect the other Party, or whenever such
documentation is necessary to ensure the safe and reliable operation of the
EPE Transmission System, the
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Interconnection Agreement between -43- EXECUTION VERSION
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Public Service Company of New Mexico
Facility, or the Interconnected Facilities, pursuant to Good Utility
Practice or required by the Operating Committee.
18.2 Drawings. The Operating Agent shall identify, number, and provide Generator
with a duplicate set of current drawings that represent equipment or
facilities that shall be used or operated at or near the Interconnection
Point, which shall consist of one or more of the following: (a) system
one-line drawings that include breaker and switch designations - single
page format drawings used for dispatch and operation purposes; (b) one-line
drawings - prints used in conceptual design which provide detail on
facility and system interconnections; (c) elementary diagrams - drawings
which provide a higher level of detail than one-line drawings and identify
on a single-line basis current and voltage transformer locations,
protection relay types, and meter and control connections; (d) three-line
diagrams - drawings which provide the highest level of detail for the
facilities in a three-line format with specific current and voltage
transformer connections, relay and meter connections; (e) schematic
drawings or elementaries - drawings which provide information on apparatus
controls, switch developments, etc.; (f) relay and control panel front view
and wiring diagrams - drawings which describe physical panel layout, relay,
terminal block and device locations, wiring, and other construction
details; and (g) other physical drawings - drawings which include
information on foundations, equipment layouts, grounding panel
construction, site plans, etc.
Article XIX
FORCE MAJEURE
19.1 Definition. As used in this Agreement, the term "Force Majeure" means any
cause that is beyond the reasonable control of the Party affected which,
despite the affected Party's exercise of Due Diligence to prevent or
overcome, prevents the performance by such affected Party of its
obligations under this Agreement. Subject to the foregoing, "Force Majeure"
shall include sabotage, strikes or other labor difficulties, riots, civil
disturbances, acts of God, wars, acts of public enemies, epidemics,
drought, earthquake, flood, explosion, fire, lightning, landslides, or
similar cataclysmic event, breakage or accident to machinery or equipment,
order, regulation, or restriction imposed by governmental military or
lawfully established civil authorities, the occurrence of an event
described in the first sentence of Article 2.4 (provided that the Party
asserting Force Majeure based on such occurrence complies with its
obligations under Article 2.4), or any other cause, whether of the kind
enumerated herein or otherwise. A Force Majeure event does not include :
(a) economic hardship of or loss of markets by a Party; (b) the
unavailability of transmission or distribution capability, unless the Party
claiming Force Majeure has contracted for firm transmission and such
unavailability is the result of a "force majeure" event or "uncontrollable
force" or a similar term as defined under the applicable transmission
tariff; (c) events resulting from, or attributable to, normal wear and tear
experienced in power generation, interconnection, and transmission
materials and equipment; and (d) events attributable to negligence or
willful misconduct, failure to comply with any Applicable Laws and
Regulations, any default under this Agreement, or any failure to act in
accordance with Good Utility Practice in each case by the Party claiming
Force Majeure.
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Interconnection Agreement between -44- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
19.2 Performance Excused. If any Party is rendered wholly or partially unable to
perform under this Agreement because of a Force Majeure event, such Party
shall be excused from such obligations to the extent that the occurrence of
the Force Majeure event prevents such Party's performance and such Party
shall not be liable for any resulting damages, provided that: (a) the
non-performing Party provides the other Party with prompt verbal notice of
the occurrence of the Force Majeure event, and provides written notice
describing in reasonable detail the nature of the Force Majeure event
within three (3) Business Days of the Force Majeure event; (b) the
suspension of performance shall be of no greater scope and of no longer
duration than is reasonably required by the Force Majeure event; (c) the
non-performing Party uses Due Diligence to remedy its inability to perform;
and (d) as soon as the non-performing Party is able to resume performance
of its obligations excused as a result of the occurrence, it gives prompt
written notification thereof to the other Party.
19.3 Labor Issues. No Party shall be required to settle a strike or other labor
dispute affecting its operations.
19.4 Payment Not Excused. Nothing in this Article XIX shall excuse any Party
from making payments due pursuant to the terms and conditions of this
Agreement for the period prior to the occurrence of the Force Majeure
event.
Article XX
INDEMNIFICATION
20.1 INTERCONNECTION INDEMNITY. GENERATOR SHALL AT ALL TIMES INDEMNIFY AND HOLD
HARMLESS THE OPERATING AGENT AND EPE FOR, AGAINST, AND FROM ANY AND ALL
DAMAGES, LOSSES, CLAIMS, INCLUDING CLAIMS AND ACTIONS RELATING TO INJURY TO
OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF ANY PROPERTY, DEMANDS,
SUITS, RECOVERIES, COSTS AND EXPENSES, COURT COSTS, ATTORNEY FEES, AND ALL
OTHER OBLIGATIONS BY OR TO THIRD PARTIES, ARISING OUT OF OR RESULTING FROM
THE OPERATING AGENT'S OR EPE'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT ON BEHALF OF GENERATOR, EXCEPT IN CASES OF NEGLIGENCE OR
INTENTIONAL WRONGDOIING BY THE OPERATING AGENT OR EPE.
20.2 RECIPROCAL INDEMNITY. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH
PARTY SHALL INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS AFFILIATES,
AGENTS, SUCCESSORS, REPRESENTATIVES AND PERMITTED ASSIGNS FOR, AGAINST AND
FROM ANY CLAIM, LIABILITY, DAMAGE, LOSS OR EXPENSE OF ANY KIND OR NATURE
(INCLUDING REASONABLE ATTORNEYS' FEES), (A) FOR PERSONAL INJURY TO OR DEATH
OF ANY PERSON, (B) FOR LOSS OF OR DAMAGE TO PROPERTY OF THIRD PARTIES OR
THE REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY OF SUCH OTHER PARTIES, OR
(C) ARISING OUT OF OR RESULTING FROM PERFORMANCE OF OBLIGATIONS UNDER THIS
AGREEMENT, IN EACH INSTANCE TO THE EXTENT DETERMINED TO BE ATTRIBUTABLE TO
THE
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Interconnection Agreement between -45- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR STRICT LIABILITY
IN TORT OF OR BREACH OF THIS AGREEMENT BY THE INDEMNITOR OR ITS
AFFILIATES, AGENTS, SUCCESSORS OR PERMITTED ASSIGNS.
20.3 DAMAGE DISCLAIMER. THE EXPRESS REMEDIES AND MEASURES OF DAMAGES
PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR
BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF
DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE
THE SOLE AND EXCLUSIVE REMEDY. THE OBLIGOR'S LIABILITY SHALL BE LIMITED
AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW
OR IN EQUITY ARE WAIVED. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING LOSS OF PROFIT OR REVENUE, LOSS OF THE USE OF EQUIPMENT, COST
OF CAPITAL, COST OF TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED ON
BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT,
STRICT LIABILITY OR OTHER CAUSES OF ACTION. ALL PAYMENTS DUE FOR
SERVICES UNDER THIS AGREEMENT AND ALL COSTS, EXPENSES AND PAYMENTS DUE
UNDER ARTICLE 5.4.8 SHALL BE DEEMED TO CONSTITUTE DIRECT (NOT SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL) DAMAGES FOR PURPOSES OF THIS
ARTICLE 20.3. THE PROVISIONS AND DISCLAIMERS OF THIS ARTICLE 20.3 SHALL
NOT APPLY TO CLAIMS FOR PERSONAL INJURY OR DEATH AND SHALL NOT APPLY TO
ARTICLE 11.3.2 AND ARTICLE 22.7 OF THIS AGREEMENT.
20.4 Indemnities Reformed. The indemnities set forth in this Article XX
shall be construed to be effective to the maximum extent permitted by
Applicable Laws and Regulations. To the extent that any of the
indemnities are determined to be unenforceable or void under Applicable
Laws and Regulations, the indemnities shall be reformed and restated to
the extent necessary to render them effective.
20.5 Indemnification Procedures. If any Party intends to seek
indemnification under this Article XX from any other Party, the Party
seeking indemnification shall give such other Party written notice of
such claim within thirty (30) days of the commencement of, or actual
knowledge of, such claim. Such notice shall describe the claim in
reasonable detail and shall indicate the amount (estimated, if
necessary) of the claim that has been or may be sustained by such
Party. To the extent that the other Party is actually and materially
prejudiced as a result of the failure to provide such notice, the other
Party's liability under the provisions of this Article XX shall be
reduced proportionately to such prejudice. The Party being indemnified
may, if in its reasonable judgment its interests are adverse to the
interests of the indemnifying Party, elect to assume at its own expense
and by its own counsel the defense of the claim, in which case the
indemnifying Party shall cooperate in good faith at its own expense
with the Party being indemnified in such defense. No Party shall settle
or compromise any claim without the prior written consent of the Party
from
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Interconnection Agreement between -46- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
which it is seeking indemnification; provided, however, that such
consent shall not be unreasonably withheld, delayed or denied.
20.6 Additional Indemnification Provisions. If a court of competent
jurisdiction determines that NMSA 1978, (S)56-7-1 is applicable to this
Agreement, then nothing in this Article 20.6 or any other
indemnification provision of this Agreement shall extend to liability,
claims, damages, losses, or expenses, including attorney fees, arising
out of:
20.6.1 The preparation or approval of maps, drawings, opinions,
reports, surveys, change orders, designs, or specifications by
the indemnitee, or the employees or agents of the indemnitee;
or
20.6.2 The giving of or failure to give directions or instructions by
the indemnitee, or the employees or agents of the indemnitee,
where such giving or failure to give directions or
instructions is the primary cause of bodily injury to persons
or damage to property.
20.7 Survival. The indemnification obligations, covenants and disclaimers,
under this Article XX shall continue in full force and effect
regardless of whether this Agreement has expired or been terminated or
cancelled and shall not be limited in any way by any limitation on
insurance, on the amount or types of damages, or by any compensation or
benefits payable by the Parties under any applicable workers'
compensation acts, disability benefit acts, or other employee acts.
Article XXI
INSURANCE
21.1 Generator. Without limiting any obligations or liabilities under this
Agreement, Generator shall, at its expense, provide and maintain in
effect for the term of this Agreement, insurance against the risks set
forth below. All insurance shall include waivers of subrogation in
favor of EPE and the Operating Agent.
21.1.1 Workers' compensation insurance with minimum statutory limits
to cover obligations imposed by federal and state statutes
applicable to the Generator's employees and employer's
liability insurance with a minimum limit of one million
dollars ($1,000,000) per accident.
21.1.2 Commercial general liability insurance, including contractual
liability, broad form property damage, premises operations,
and personal injury coverage in the amount of twenty-five
million dollars ($25,000,000) per occurrence for bodily injury
and property damage. Such insurance shall cover EPE (and its
affiliated companies) and the Operating Agent as additional
insureds.
21.2 EPE or Operating Agent. Without limiting any obligations or liabilities
under this Agreement, EPE or Operating Agent shall provide and maintain
in effect for the term of this
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Interconnection Agreement between -47- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Agreement, insurance against the risks set forth below. All insurance
shall include waivers of subrogation in favor of Generator.
21.2.1 Workers' compensation insurance with minimum statutory limits
to cover obligations imposed by federal and state statutes
applicable to the employees of EPE or Operating Agent and
employer's liability insurance with a minimum limit of one
million dollars ($1,000,000) per accident.
21.2.2 Commercial general liability insurance, including contractual
liability, broad form property damage, premises operations,
and personal injury coverage in the amount of twenty-five
million dollars ($25,000,000) per occurrence for bodily injury
and property damage. Such insurance shall cover Generator as
an additional insured.
21.3 Notice of Cancellation. All policies shall provide for thirty (30)
calendar days' prior written notice of cancellation or material adverse
change and ten (10) calendar days' prior written notice of non-payment
of premiums. Copies of any such notice shall be provided to each Party
and the Operating Agent. Prior to the Operation Date and annually
thereafter, each Party shall provide, upon request, evidence of
insurance to the Operating Agent and the other Party.
21.4 Self-Insurance. At its option, each Party may, with adequate credit
assurance provided to the other Party, self-insure all or part of the
insurance required in this Article XXI; provided however, that all
other provisions of this Article XXI, including waiver of subrogation
and additional insured status, shall remain enforceable. A Party's
election to self-insure shall not in any manner result in a reduction
of rights and/or benefits otherwise available to the other Party
through formal insurance policies and endorsements as specified in this
Article XXI. Each Party shall be responsible for its respective amounts
of self-insurance retentions and/or deductibles.
Article XXII
DEFAULT
22.1 General. A Party shall be deemed to have breached this Agreement upon
the occurrence of any of the events specified in Article 22.2. A Party
shall be deemed to be in default of its obligations under this
Agreement upon its failure to cure such breach in accordance with the
procedures set forth in this Article XXII.
22.2 Events Constituting Breach. The following events shall constitute
events of breach by a Party ("Breaching Party") under this Agreement:
(a) the failure by the Breaching Party to make any payment
as required under the terms of this Agreement;
(b) the failure by the Breaching Party to comply with any
material term or condition of this Agreement, including
any material breach of a representation, warranty, or
covenant of this Agreement;
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Interconnection Agreement between -48- EXECUTION VERSION
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Public Service Company of New Mexico
(c) the Breaching Party (or any entity guaranteeing the
obligations of such Breaching Party): (i) files or
consents by answer or otherwise to a filing against it
of any petition or case seeking relief under any
federal, state, or foreign bankruptcy, insolvency, or
similar law (collectively, "Bankruptcy Laws"); (ii)
makes a general assignment for the benefit of a
creditor(s); (iii) applies for or consents to the
appointment of a custodian, receiver, trustee,
conservator, or other officer with similar powers over
it or over any substantial part of its property
("Custodian"); (iv) takes corporate action for the
purpose of any of the events described in Article
22.2(c)(i) - (iii), above; (v) is dissolved; (vi) by
decree of a court of competent jurisdiction, is
adjudicated insolvent; or (vii) is unable to provide
adequate assurances to the other Party of the Breaching
Party's continued ability to perform;
(d) a Governmental Authority enters or issues an order or a
decree with respect to the Breaching Party: (i)
appointing a Custodian; (ii) constituting an order for
relief under, or approving a petition or case for
relief or reorganization or any other petition or case
to take advantage of, any Bankruptcy Laws; or (iii)
ordering its dissolution, winding-up, or liquidation;
(e) the assignment of this Agreement by the Breaching Party
in a manner inconsistent with the terms and conditions
of this Agreement;
(f) the failure of the Breaching Party to provide access
rights, or the Breaching Party's attempt to revoke or
terminate such access rights, as provided under this
Agreement; and
(g) the failure by the Breaching Party to provide
information or data to the other Party ("Non-Breaching
Party") as required under this Agreement, provided that
the Non-Breaching Party seeking such information or
data requires such information or data to satisfy its
obligations under this Agreement.
22.3 Notice by Breaching Party. In the event of a breach under Article
22.2(c) or Article 22.2(d), the Breaching Party shall provide the
Non-Breaching Party notice of the event of breach within three (3)
Business Days of the occurrence of such event of breach. Such notice
shall be in writing and set forth in reasonable detail the nature of
the event of breach.
22.4 Cure and Default. Upon obtaining knowledge of an event of breach under
Article XXII, the Non-Breaching Party shall give written notice to the
Breaching Party, describing, in reasonable detail, to the extent known
and applicable, the actions necessary to cure the event of breach. Upon
receiving such notice, the Breaching Party shall have thirty (30) days
to cure such breach. If the breach cannot be cured within thirty (30)
days, the Breaching Party shall commence in good faith all actions that
are reasonable and
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Interconnection Agreement between -49- EXECUTION VERSION
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Public Service Company of New Mexico
appropriate to cure such breach within such thirty (30) day period, and
thereafter shall pursue such action to completion. In the event that
the Breaching Party (a) fails to cure such breach or fails to take all
actions that are reasonable and appropriate to cure such breach within
thirty (30) days of receiving the notice from the Non-Breaching Party
or (b) having commenced cure within such thirty (30) day period, fails
to complete cure within one hundred eighty (180) days of receiving the
notice from the Non-Breaching Party, the Breaching Party shall be in
default of this Agreement.
22.5 Continued Operations. In the event of a breach or a default by a Party,
but prior to termination of this Agreement, the Parties shall continue
to operate and maintain such power systems, protective devices,
metering equipment, transformers, communications equipment, building
facilities, software, documentation, structural components, and other
facilities, equipment, and appurtenances that are reasonably necessary
to operate and maintain the Afton Switching Station, the EPE
Transmission System and the Facility in a safe and reliable manner.
22.6 Upon Default. Upon default, the non-defaulting Party may: (a) commence
an action to require the Party in default to remedy such default and
specifically perform its obligations under this Agreement; (b) pursue
other rights and remedies as it may have in law or equity (subject to
the limitations set forth in Article XX); and/or (c) terminate this
Agreement pursuant to Article 23.2. Notwithstanding the foregoing, EPE
may not terminate this Agreement upon a default by Generator provided
that (x) EPE can be made whole by monetary damages, (y) Generator
agrees to compensate EPE for damages suffered by it as a result of such
default (subject to the limitations set forth in Article XX) and (z)
such default does not pose a threat to the safety or reliability of the
Afton Switching Station or the EPE Transmission System.
22.7 Generator's Default in Payment for Equipment. If Generator is in
default of its obligation to reimburse or otherwise pay EPE for the
cost of all or any part of EPE Interconnection Facilities (the portion
of such equipment for which Generator is in default of payment is
herewith referred to as "Default Equipment"), then Generator shall pay
EPE the sum of (a) the costs incurred by or on behalf of EPE for the
acquisition, installation and maintenance of such Default Equipment
(including appropriate carrying charges on such Default Equipment
calculated from the date of acquisition), (b) the costs incurred by or
on behalf of EPE for labor with respect to the Default Equipment, and
(c) interest at the Interest Rate on the amounts specified in subparts
(a) and (b) above calculated from the date of breach. If Generator is
in default of its obligation to reimburse or otherwise pay EPE for the
cost of all or any part of the Interconnection System Upgrades on the
EPE Transmission System (the portion of such upgrade for which
Generator is in default of payment is herewith referred to as "Default
Upgrade"), then Generator shall pay EPE the sum of (x) the costs
incurred by or on behalf of EPE for the acquisition, installation and
maintenance of such Default Upgrade (including appropriate carrying
charges on such Default Upgrade calculated from the date of
acquisition), (y) the costs incurred by or on behalf of EPE for labor
with respect to the Default Upgrade, and (z) interest at the Interest
Rate on the amounts specified in subparts (x) and (y) above calculated
from the date of breach.
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Interconnection Agreement between -50- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Article XXIII
TERMINATION
23.1 Expiration of Term. Except as otherwise provided in this Article XXIII,
this Agreement shall terminate at the conclusion of the term set forth
in Article 2.3.
23.2 Termination in the Event of Default. Subject to Articles 23.3 and 22.6,
EPE or Generator may each terminate this Agreement upon the default by
the other Party upon: (a) providing written notice of termination to
the other Party; and (b) to the extent required, filing a notice of
termination with FERC, which must be accepted for filing by FERC.
23.3 Survival. Termination of this Agreement shall not relieve any Party of
any of its liabilities or obligations arising hereunder prior to the
effective date of the termination of this Agreement. In the event of
termination, each Party may take whatever judicial or administrative
actions are necessary to enforce its rights under this Agreement.
23.4 Disconnection and Disposition of Facilities Upon Termination. Upon
termination of this Agreement, unless otherwise ordered or approved by
FERC, the Operating Agent may disconnect the Facility from the EPE
Transmission System at the Afton Switching Station in accordance with a
plan for disconnection which the Operating Committee approves or upon
which the Parties agree. EPE may dispose of the EPE Interconnection
Facilities and the Protective Equipment as the Parties agree, and EPE
may retain or dispose of any Interconnection System Upgrades on its
transmission system in its sole discretion, provided that in either
case Generator shall pay any applicable Termination Costs.
Article XXIV
CREDITWORTHINESS
For purposes of determining Generator's ability to meet its obligations
hereunder during the term of this Agreement, EPE (including in its
capacity as Operating Agent) may require Generator to provide and
maintain in effect a letter of credit or other form of security to meet
Generator's responsibilities and obligations or an alternate form of
security consistent with commercial practices established by the
Uniform Commercial Code that protects EPE against non-payment. In any
instance where facilities to be built require EPE to incur costs, EPE
will not be obligated to incur any costs until Generator provides EPE
with a letter of credit or other reasonable form of security acceptable
to EPE, consistent with commercial practices as established by Uniform
Commercial Code, equivalent to the costs of the new facilities or
upgrades.
Article XXV
RELATIONSHIP OF THE PARTIES
EPE (including in its capacity as Operating Agent) and Generator are
independent contractors. Nothing in this Agreement creates, or is
intended to create, an association, trust, partnership or joint venture
or impose a trust or partnership duty, obligation or liability on or
with regard to either of the Parties. Each Party shall be individually
responsible for its
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Interconnection Agreement between -51- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
own covenants, obligations, and liabilities under the terms and
conditions of this Agreement.
Article XXVI
REPRESENTATIONS AND WARRANTIES
26.1 Representations of EPE. EPE represents and warrants to the Generator as
follows:
(a) EPE is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Texas and EPE has
the requisite corporate power and authority to carry on its
business as now being conducted;
(b) EPE has the requisite corporate power to execute and deliver
this Agreement and to carry out the actions required of it by
this Agreement. The execution and delivery of this Agreement
and the actions it contemplates have been duly and validly
authorized by EPE and no other corporate proceedings on the
part of EPE are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by
EPE and constitutes a legal, valid, and binding agreement of
EPE enforceable against it according to its terms and
conditions, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws of general application relating to or affecting
the enforcement of creditors' rights and by general equitable
principles;
(c) EPE is not in violation of any Applicable Laws and Regulations
promulgated or judgment entered by any Governmental Authority,
which individually or in the aggregate would adversely affect
EPE's entering into or performance of its obligations under
this Agreement;
(d) EPE's entering into and performance of its obligations under
this Agreement will not give rise to any default under any
agreement to which it is a party; and
(e) EPE shall comply with all Applicable Laws and Regulations of
all Governmental Authorities having jurisdiction over EPE or
the transactions under this Agreement and with which failure
to comply could reasonably be expected to have a material
adverse effect on EPE.
26.2 Representations of Generator. Generator represents and warrants to EPE
as follows:
(a) Generator is a corporation duly organized, validly existing,
and in good standing under the laws of the State of New Mexico
and Generator has the requisite corporate power and authority
to carry on its business as now being conducted;
(b) Generator has the requisite corporate power to execute and
deliver this Agreement and to carry out the actions required
of it by this Agreement. The execution and delivery of this
Agreement and the actions it contemplates have been duly and
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Interconnection Agreement between -52- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
validly authorized by Generator and no other corporate
proceedings on the part of Generator are necessary to
authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by Generator and constitutes a legal,
valid, and binding agreement of Generator enforceable against
it according to its terms and conditions, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of
creditors' rights and by general equitable principles;
(c) Generator is not in violation of any Applicable Laws and
Regulations promulgated or judgment entered by any
Governmental Authority, which individually or in the aggregate
would adversely affect Generator's entering into or
performance of its obligations under this Agreement;
(d) Generator's entering into and performance of its obligations
under this Agreement will not give rise to any default under
any agreement to which it is a party; and
(e) Generator shall comply with all Applicable Laws and
Regulations of all Governmental Authorities having
jurisdiction over Generator or the transactions under this
Agreement and with which failure to comply could reasonably be
expected to have a material adverse effect on EPE.
26.3 Representations of Each Party. The representations and warranties set
forth in Articles 26.1 and 26.2 shall continue in full force and effect
for the term of this Agreement.
Article XXVII
ASSIGNMENT
27.1 General. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests,
or obligations hereunder shall be assigned by any Party, including by
operation of law, without the prior written consent of the other Party,
such consent not to be unreasonably withheld or delayed; provided,
however, that such prior consent shall not be required (a) for an
assignment to an Affiliate or (b) for security for a financing party.
Any assignment of this Agreement in violation of this Article XXVII
shall be, at the option of the non-assigning Party, void. The assignee
shall expressly assume all of the assignor's obligations under this
Agreement.
27.2 EPE. Notwithstanding Article 27.1, any party with which EPE may
consolidate, or into which it may merge, or into which it may convey or
transfer substantially all of its electric utility assets or part of
the EPE Transmission System that includes the EPE Interconnection
Facilities and Interconnection System Upgrades, or its interest in the
Afton Switching Station, shall automatically and without the consent or
approval of Generator succeed to all of EPE's rights, interests, duties
and obligations under this Agreement.
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Interconnection Agreement between -53- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
27.3 Generator. Notwithstanding Article 27.1, any party with which Generator
may consolidate, or into which it may merge, or into which it may
convey or transfer substantially all of its electric utility assets
shall automatically and without the consent or approval of EPE succeed
to all of Generator's rights, interests, duties and obligations under
this Agreement.
27.4 No Relief in Event of Assignment. No assignment shall relieve the
assigning Party of its obligations under this Agreement in the event
that the assignee fails to perform under the terms and conditions of
this Agreement, unless and until the assignee agrees in writing to
assume the obligations and duties of the assigning Party and the
non-assigning Party reasonably determines that the assignee is no less
technically and financially capable of performing its obligations under
the Agreement than the assigning Party.
Article XXVIII
CONFIDENTIALITY
28.1 General. During the term of this Agreement and for a period of twelve
(12) months after the expiration or termination of this Agreement,
except as otherwise provided in this Article XXVIII, each Party shall
hold in confidence and shall not disclose any Confidential Information
to any Person. A Party may disclose Confidential Information received
from the other Party to the receiving Party's auditors and attorneys,
Persons providing financing to the receiving Party, and to other third
parties as may be necessary for the receiving Party to perform its
obligations under this Agreement. To the extent that any disclosure of
Confidential Information is necessary, the disclosing Party shall
endeavor to preserve the confidentiality of the Confidential
Information.
28.2 Scope. Confidential Information shall not include any information that
the receiving Party can demonstrate: (a) is generally available to the
public other than as a result of a disclosure by the receiving Party;
(b) was in the lawful possession of the receiving Party on a
non-confidential basis prior to receiving it from any other Party; (c)
was supplied to the receiving Party without any restrictions by a third
party who, to the knowledge of the receiving Party, was under no
obligation to any other Party to keep the information confidential; (d)
was independently developed by the receiving Party; (e) is, or becomes,
publicly known, through no wrongful act or omission of the receiving
Party or breach of this Agreement; or (f) is required, in accordance
with Article 28.5, to be disclosed to any Governmental Authority or is
otherwise required to be disclosed by law or subpoena, or is necessary
in any legal proceeding establishing rights or obligations under this
Agreement. Confidential Information is not considered confidential if
the Party that designated such information as confidential notifies the
other Party that such information is no longer confidential.
28.3 Rights in Confidential Information. Each Party retains all rights,
title, and interest in the Confidential Information that it discloses
to the other Party. The disclosure by a Party to the other Party of
Confidential Information shall not be deemed a waiver by any Party or
any other Person or entity of the right to protect the Confidential
Information from public disclosure.
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Interconnection Agreement between -54- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
28.4 Standard of Care. Each Party shall use the same standard of care to
protect Confidential Information that it receives as it uses to protect
its own Confidential Information from disclosure, publication, or
dissemination.
28.5 Required Disclosures. If a Governmental Authority requests or requires
a Party to disclose Confidential Information, such Party shall provide
prompt notice to the Party that provided the Confidential Information
of such request or requirement so that such other Party may seek an
appropriate protective order or waive compliance with the terms of this
Agreement. Notwithstanding the absence of a protective order or waiver,
a Party may disclose such Confidential Information which it is legally
required to disclose. Each Party shall use Commercially Reasonable
Efforts to obtain reliable assurances that confidential treatment will
be accorded to Confidential Information required to be disclosed.
28.6 Possession of Confidential Information at Termination of Agreement.
Upon the termination or expiration of this Agreement and within ten
(10) days of receipt of a written request from the other Party, a Party
shall destroy, erase, delete, or return to such other Party any and all
written or electronic Confidential Information received from the other
Party and shall retain no written or electronic copies of any
Confidential Information.
28.7 Remedies Regarding Confidentiality. The Parties agree that monetary
damages by themselves may be inadequate to compensate a Party for
another Party's breach of its obligations under Article XXVIII. Each
Party accordingly agrees that the other Party may seek equitable
relief, by way of injunction or otherwise, if it breaches or threatens
to breach its obligations under Article XXVIII.
Article XXIX
DISPUTE RESOLUTION
29.1 Dispute Resolution by Operating Committee. To the extent that a dispute
arises under this Agreement, the Party raising such dispute shall
provide written notice of such dispute to the other Party. Within ten
(10) Business Days (or such other period as the Parties may agree upon)
of the receipt of the notice by such Party, the Operating Committee
shall convene in an attempt to resolve the dispute. If the Operating
Committee is able to resolve the dispute, such resolution shall be
reported in writing and shall be binding on the Parties.
29.2 Dispute Resolution by Senior Management. If the Operating Committee is
unable to resolve the dispute within thirty (30) Business Days of the
receipt of such notice, then the Parties shall refer the dispute to
their respective senior management for resolution. If the senior
management is able to resolve the dispute, such resolution shall be
reported in writing and shall be binding on the Parties. In the event
the senior management is unable to resolve the dispute within thirty
(30) Business Days (or such other period as the Parties may agree upon)
of referral, the Parties may elect to proceed to arbitration pursuant
to Article 29.3 or if the Parties do not agree to proceed to
arbitration within thirty (30) Business Days of the referral of the
dispute to senior management, then each Party shall have the right to
pursue any other rights or remedies that may be available at law or
equity, subject to Article 20.3.
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Interconnection Agreement between -55- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
29.3 Arbitration.
29.3.1 Commencement of Arbitration Proceeding. If the Operating
Committee and the senior management are unable to resolve a
dispute arising under this Agreement pursuant to Articles 29.1
and 29.2, the Parties, by mutual written agreement, may submit
the dispute to arbitration. Each Party shall submit a written
statement detailing the nature of the dispute, designating the
issue(s) to be arbitrated, identifying the provisions of this
Agreement under which the dispute arose, and setting forth
such Party's proposed resolution of such dispute. The
arbitration shall be conducted in accordance with the
provisions of this Article XXIX, unless otherwise agreed in
writing by the Parties.
29.3.2 Appointment of Arbitrator. Within ten (10) days of the date of
the Parties' written agreement to submit a dispute to
arbitration, a representative of each Party shall meet for the
purpose of selecting an arbitrator. If the Parties'
representatives are unable to agree on an arbitrator within
twenty (20) days of the date of the Parties' written agreement
to submit the dispute to arbitration, then an arbitrator shall
be selected in accordance with the procedures of the American
Arbitration Association ("AAA"). Whether the arbitrator is
selected by the Parties' representatives or in accordance with
the procedures of the AAA, the arbitrator shall, to the extent
reasonably practicable or unless otherwise agreed by the
Parties, have the qualifications and experience in the
occupation, profession, or discipline relevant to the subject
matter of the dispute.
29.3.3 Arbitration Proceedings. Any arbitration proceeding shall be
conducted in accordance with the commercial arbitration rules
of the AAA in effect on the date of the notice, except as may
be specifically modified in this Agreement.
29.3.4 Authority of Arbitrator. The arbitrator shall be bound by the
provisions of this Agreement where applicable, and shall have
no authority to modify any terms and conditions of this
Agreement in any manner. The arbitrator shall render a
decision, and may determine that monetary damages are due to a
Party or may issue a directive that a Party take certain
actions or refrain from taking certain actions, but shall not
be authorized to order any other form of relief; provided,
however, that nothing in this Article 29.3 shall preclude the
arbitrator from rendering a decision which adopts the
resolution of the dispute proposed by a Party. Unless
otherwise agreed to by the Parties, the arbitrator shall
render a decision within forty-five (45) days of the
conclusion of the arbitration hearing, and shall notify the
Parties in writing of such decision and the reasons supporting
such decision. The decision of the arbitrator shall be final
and binding upon the Parties and may be enforced or challenged
in any court of competent jurisdiction. The arbitrator shall
have no authority to award any damages inconsistent with the
terms of this Agreement. The decision must also be filed at
FERC if it affects FERC-jurisdictional rates, terms, and
conditions of service or facilities.
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Interconnection Agreement between -56- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
29.3.5 Expenses and Costs. The fees and expenses of the arbitrator
shall be shared equally by the Parties, unless the arbitrator
specifies a different allocation. All other expenses and costs
of the arbitration proceeding shall be the responsibility of
the Party incurring such expenses and costs.
29.3.6 Location of Arbitration Proceedings. Unless otherwise agreed
by the Parties, any arbitration proceedings shall be conducted
in El Paso, Texas.
29.3.7 Confidentiality. The existence, contents, or results of any
arbitration proceeding under this Article XXIX may not be
disclosed without the prior written consent of the Parties;
provided, however, that any Party may make disclosures as may
be required to fulfill regulatory obligations to any agencies
having jurisdiction, seek or obtain from a court of competent
jurisdiction judgment on, confirmation, or vacation of an
arbitration award, and may inform its lenders, Affiliates,
auditors, attorneys, and insurers, and any Person providing it
with financing, as necessary, under pledge of confidentiality
and may consult with expert consultants as required in
connection with an arbitration proceeding under pledge of
confidentiality. If a Party seeks preliminary injunctive
relief from any court to preserve the status quo or avoid
irreparable harm pending arbitration, the Parties shall keep
the court proceedings confidential to the maximum extent
permitted by Applicable Laws and Regulations.
29.3.8 Preliminary Injunctive Relief. Nothing in this Article XXIX
shall be construed to preclude the ability of any Party to
resort to a court of competent jurisdiction solely for the
purposes of securing a temporary or preliminary injunction to
preserve the status quo or avoid irreparable harm pending
arbitration. This Article 29.3.8 shall not be construed as a
waiver of arbitration under Article 29.3.
29.4 FERC Jurisdiction Over Certain Disputes. Nothing in this Agreement
shall be construed to preclude any Party from filing an application,
petition or complaint with FERC with respect to any claim over which
FERC has jurisdiction. In such case, the other Party may request that
FERC decline to adjudicate such application, petition or complaint. If
FERC declines to adjudicate such application, petition or complaint
with respect to all or part of a claim, the portion of the claim not so
accepted by FERC may be resolved through arbitration, as provided in
this Article XXIX. To the extent that FERC asserts or accepts
jurisdiction over all or part of a claim, the decisions, findings of
fact, or orders of FERC shall be final and binding, subject to judicial
review under the Federal Power Act, and any arbitration proceedings
that may have commenced prior to the assertion or acceptance of
jurisdiction by FERC shall be stayed, pending the outcome of the FERC
proceedings. The arbitrator shall have no authority to modify, and
shall be conclusively bound by, any decisions, findings of fact, or
orders of FERC; provided, however, that to the extent that any
decisions, findings of fact, or orders of FERC do not provide a final
or complete remedy to the Party seeking relief, such Party may proceed
to arbitration under this Article XXIX to secure such a remedy, subject
to any FERC decisions, findings, or orders.
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Interconnection Agreement between -57- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
29.5 ContinuedPerformance. The Parties shall continue to perform their
respective obligations under this Agreement during the pendency of any
dispute including a dispute regarding the effectiveness of the
purported termination of this Agreement.
Article XXX
MISCELLANEOUS
30.1 Partial Invalidity. Wherever possible, each provision of this Agreement
shall be interpreted in a manner as to be effective and valid under
Applicable Laws and Regulations, but if any provision contained herein
shall be found to be invalid, illegal, or unenforceable in any respect
and for any reason, such provision shall be ineffective to the extent,
but only to the extent, of such invalidity, illegality, or
unenforceability without invalidating the remainder of the provision or
any provision of this Agreement, unless such a construction would be
unreasonable. If such a construction would be unreasonable or would
deprive a Party of a material benefit under this Agreement, the Parties
shall seek to amend this Agreement to remove the invalid portion and
otherwise provide the benefit, unless prohibited by Applicable Laws and
Regulations.
30.2 Successors Included. Reference to any individual, corporation, or other
entity shall be deemed a reference to such individual, corporation, or
other entity together with its successors and permitted assigns from
time to time.
30.3 Applicable Laws and Regulations. This Agreement is made subject to all
existing and future Applicable Laws and Regulations, and to all
existing and future duly promulgated orders or other duly authorized
actions of Governmental Authorities having jurisdiction over the
matters set forth in this Agreement.
30.4 Choice of Law and Jurisdiction. The interpretation and performance of
this Agreement shall be in accordance with the laws of the State of New
Mexico, without regard to choice of law or conflict of laws principles
that would require the application of the laws of a different
jurisdiction.
30.5 Entire Agreement. This Agreement supersedes all previous
representations, understandings, negotiations, and agreements either
written or oral between the Parties or their representatives with
respect to the subject matter hereof, and constitutes the entire
agreement of the Parties with respect to the subject matter hereof. In
the event of any inconsistency between the main body of this Agreement
and the Appendices attached hereto and made a part hereof, the main
body of this Agreement shall control.
30.6 Counterparts to this Agreement. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
30.7 Amendments. No amendments or changes to this Agreement shall be binding
unless made in writing and duly executed by the Parties and accepted or
approved by the FERC. Notwithstanding any provisions in this Agreement
to the contrary, Generator may exercise
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Interconnection Agreement between -58- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
its rights under Sections 205 and 206 of the Federal Power Act and
pursuant to FERC's rules and regulations promulgated thereunder with
respect to any rate, term, condition, charge, classification of
service, rule or regulation for any services provided under this
Agreement over which FERC has jurisdiction. Notwithstanding any
provisions in this Agreement to the contrary, EPE may unilaterally make
application to the FERC under Section 205 of the Federal Power Act and
pursuant to FERC's rules and regulations promulgated thereunder for a
change in any rate, term, condition, charge, classification of service,
rule or regulation under or related to this Agreement.
30.8 Amendments Included. Reference to, and the definition of, any document
(including this Agreement) shall be deemed a reference to such document
as it may be amended, amended and restated, supplemented, or modified
from time to time.
30.9 Notices. Unless otherwise provided in this Agreement, any notice,
consent, or other communication required to be made under this
Agreement shall be in writing and shall be delivered in person, by
certified mail (postage prepaid, return receipt requested), or by
nationally recognized overnight courier (charges prepaid), in each case
properly addressed to such Party as shown below, or sent by facsimile
transmission to the facsimile number indicated below. Any Party may
from time to time change its address for the purposes of notices,
consents, or other communications to that Party by a similar notice
specifying a new address, but no such change shall become effective
until it is actually received by the Party sought to be charged with
its contents. All notices, consents, or other communications required
or permitted under this Agreement that are addressed as provided in
this Article 30.9 shall be deemed to have been given (a) upon delivery
if delivered in person, by overnight courier or certified mail or (b)
upon automatically generated confirmation if given by facsimile.
Generator:
Mr. William J. Real
Executive Vice President
Power Production & Marketing
Public Service Company of New Mexico
2401 Aztec Road, NE
Albuquerque, New Mexico 87107
Tel: 505-855-6260
Fax: 505-855-6368
El Paso Electric Company:
Assistant Vice President, System Operations
El Paso Electric Company
123 W. Mills
El Paso, Texas 79901
Tel: 915-543-5888
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Interconnection Agreement between -59- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Fax: 915-521-4763
Operating Agent:
Assistant Vice President, System Operations
El Paso Electric Company
123 W. Mills
El Paso, Texas 79901
Tel: 915-543-5888
Fax: 915-521-4763
30.10 Waivers. The failure of any Party to enforce at any time any provision
of this Agreement shall not be construed as a waiver of such provision.
Nor shall such Party's failure to enforce a provision affect in any way
the validity of this Agreement or any portion thereof or the right of a
Party thereafter to enforce each and every provision of this Agreement.
To be effective, a waiver under this Agreement must be in writing and
specifically state that it is a waiver. No waiver of any breach of this
Agreement shall be held to constitute a waiver of any other or
subsequent breach.
30.11 No Third Party Beneficiaries. Except as provided in Article IX with
respect to the WSCC for express purposes set forth in Article IX,
nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on
any Persons other than the Parties and their respective permitted
successors and assigns.
30.12 Further Assurances. If any Party determines in its reasonable
discretion that any further instruments, assurances, or other things
are necessary or desirable to carry out the terms of this Agreement,
the other Party shall execute and deliver all such instruments or
assurances, and do all things reasonably necessary or desirable to
carry out the terms of this Agreement. Without limiting the generality
of the foregoing, EPE agrees, at Generator's expense and upon
Generator's request, to prepare and/or provide such information in
connection with this Agreement and/or the services to be provided under
this Agreement as may be reasonably required by any potential lender to
Generator.
30.13 Headings. The headings contained in this Agreement are solely for the
convenience of the Parties and shall not be used or relied upon in any
manner in the construction or interpretation of this Agreement.
30.14 Articles. Unless otherwise specified, all references in this Agreement
to numbered articles shall be to numbered articles in this Agreement.
30.15 Number, Gender, and Inclusion. Defined terms in the singular shall
include the plural and vice versa, and the masculine, feminine, or
neuter gender shall include all genders. Whenever the words "include,"
"includes," or "including" are used in this Agreement, they are not
limiting, and have the meaning as if followed by the words "without
limitation."
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Interconnection Agreement between -60- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
30.16 Good Utility Practice. The Parties shall discharge any and all
obligations under this Agreement in accordance with Good Utility
Practice.
30.17 Succession Upon Membership in an RTO. If the Operating Agent joins an
RTO, the terms and conditions provided in this Agreement for
interconnection with the EPE Transmission System at the Afton Switching
Station shall be superseded by any pertinent interconnection and
operational provisions required by the RTO, and the Parties shall amend
this Agreement as necessary to conform with RTO requirements.
Additionally, if a change in the Operating Agent occurs under an RTO,
the Parties shall amend this Agreement to reflect such change.
30.18 Notification of Change of Operating Agent. The Operating Agent will
provide the other Party with advanced written notice of a change in the
identity of the Operating Agent.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set
forth at the beginning of this Agreement.
PUBLIC SERVICE COMPANY OF NEW MEXICO
By: /s/ WILLIAM J. REAL
------------------------------------------------------------
Title: Executive Vice President, Power Production and Marketing
---------------------------------------------------------
EL PASO ELECTRIC COMPANY (INCLUDING IN ITS CAPACITY AS OPERATING
AGENT)
By: /s/ JOHN A. WHITACRE
------------------------------------------------------------
Title: Assistant Vice President, System Operations
---------------------------------------------------------
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Interconnection Agreement between -61- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
Appendix A
Equipment to be Installed for Generator Interconnection Facilities
Appendix B
Equipment to be Installed for EPE Interconnection Facilities & Interconnection
System Upgrades
Appendix C
EPE's and Generator's Construction and Testing Schedule
Appendix D
Interconnection Drawings, One-lines and Schematics
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Interconnection Agreement between -62- EXECUTION VERSION
El Paso Electric Company and
Public Service Company of New Mexico
APPENDIX A
EQUIPMENT TO BE INSTALLED
FOR GENERATOR INTERCONNECTION FACILITIES
PHASE I
The Afton Power Project Phase I consists of a simple cycle turbine for peaking
application and common facilities configured to allow for immediate expansion to
a combined cycle facility. The comprehensive design is based on interconnection
studies have been completed for a combined cycle unit. The unit is being
designed to current utility industry standards. Certain items below are subject
to bid change, field change, and manufacturer's change but represent final
design as of the date of execution of this Agreement .The equipment provided for
the Facility is being designed to PNM design criteria.
The following major items are to be installed, as defined in the Agreement, as
the Generator Interconnection Facilities:
. GE 18 kV generator low side breaker, synchronizing systems, relay and
protective systems
. Waukesha 208 MVA 18kV: 345 kV autotransformer, three phase
. Interconnecting Isophase Al buss, PT's, CT's
. Steel reinforced concrete civil/foundation structures, conduit and
cable trench as required, control and power cables, grounding and
lightning protection system
. Interconnection to EPE communication equipment, interconnection to
switchyard communication and control equipment
APPENDIX B
EQUIPMENT TO BE INSTALLED FOR EPE INTERCONNECTION
FACILITIES AND INTERCONNECTION SYSTEM UPGRADES
I. EPE Interconnection Facilities
The Afton Switchyard is configured for an ultimate arrangement of four (4) bays
arranged in a breaker and a half arrangement. This ultimate arrangement can
accommodate four (4) 345 kV lines and three (3) generator connections. One
breaker position will be a spare position. The initial switchyard installation
will be two (2) bays arranged in breaker and a half arrangement. This initial
arrangement will provide connections for two (2) 345 kV lines and two (2)
generators. The switchyard is being designed using EPE standards.
The Afton 345 kV Switchyard will be connected to El Paso Electric Company's
(EPE) Luna to Newman 345 kV Line by the construction of two (2) parallel single
circuit transmission lines (approximately 0.5 miles each) called the Afton to
Luna line No. 1 and the Afton to Newman Line.
Each line will consist of three (3) phases using two (2) 795 kcmil, 45/7 strands
ACSR code word "Tern" per phase and two (2) 3/8" EHS, 7 strands galvanized steel
overhead shieldwires. One shieldwire will carry integral fiber optic
communications cable.
The conductors and shieldwires will be supported using direct embedded H-Frame
tangent structures and single pole angle guyed tubular steel pole structures.
Connection to the existing EPE Luna to Newman Line will be by means of a flying
tap configuration. The New transmission lines will be isolated from each other
by installing a self-supporting steel pole Deadend structure with drilled pier
type foundations in the existing EPE Luna to Newman right of way.
The equipment being provided for the switchyard was purchased using EPE
specifications, as follows:
. Six (6) circuit breakers rated 362 kV, 1300 kV BIL, 2000 Amp, 40 kA
interrupting rating. The breakers are provided with bushing current
transformers and standard factory control cabinets. These breakers are
being provided by GE-Hitachi HVB, Inc.
. 14 - 345 kV disconnect switches rated 362 kV, 1300 kV BIL, 2000 Amp,
100 kA withstand capability. Two of the switches are being provided
with grounding switches. These switches are Pascor Atlantic switches.
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. 14 capacitor voltage transformers (CVT) rated 345 kV,1300 kV BIL, with a
ratio of 1800/3000 to 1. The CVT's accuracy classification is 0.3MWXYZ,
ZZ. The CVT's are being provided by Trench Limited.
. 6 current transformers (CT) rated 345kV, 1300kV BIL, with a ratio of
2000:5 A MR. The CT's accuracy classification is 0.3B1.8. 3 current
transformers (CT) rated 345kV, 1300kV BIL, with a ratio of 300:5 A. The
CT's accuracy classification is 0.15B1.8 and have an extended range to
provide metering accuracy for the plant auxiliary loads as well as plant
generation. 3 current transformers (CT) rated 345kV, 1300kV BIL, with a
ratio of 500:5 A. The CT's accuracy classification is 0.15B1.8.The CT's
are being provided by Trench Limited.
. Structural Steel for transmission line dead ends and equipment supports.
. DC system including batteries, battery rack, charger and panel boards.
The DC system will be rated 125 volts.
. 120/208 volt AC auxiliary system including transformers, automatic
transfer switch and panel boards.
. Control building for housing the 125 v DC system and the 120/208 v AC
system and the protective relay panels.
. Protective relay and control panels for line and bus protection. Ten
(10) line protection and control panels and two (2) bus protection and
control panels will be included. The protective relay and control panels
will be designed to EPE standards. The panels include redundant revenue
metering equipment. EPE designed and provided six (6) transmission line
protective relay panels.
. Conduit and cable trench.
. Control and Power cable.
. Grounding system consisting of cable, ground rods and connections to
equipment.
. Lightning protection system consisting of shield wires connected to the
transmission line dead ends.
. Switchyard bus rated 2000 amp. The bus will consist of aluminum tube and
ACSR conductor.
. Lighting system mounted on the switchyard steel structures.
. Bus support insulators.
. Crushed rock for covering the switchyard.
. Switchyard fence.
. Interconnection to EPE communications equipment.
. Interconnection to the Generators plant equipment.
II. Interconnection System Upgrades
None.
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