Exhibit 10(d)
GENERATION
INTERCONNECTION AGREEMENT
1
TABLE OF CONTENTS
ERCOT STANDARD GENERATION INTERCONNECTION AGREEMENT........................3
Exhibit "A" Terms and Conditions of the ERCOT
Standard Generation Interconnection Agreement..............................5
ARTICLE 1. DEFINITIONS..................................................5
ARTICLE 2. TERMINATION...................................................6
ARTICLE 3. REGULATORY FILINGS...........................................7
ARTICLE 4. FACILITIES AND EQUIPMENT.....................................7
ARTICLE 5 OPERATION AND MAINTENANCE....................................10
ARTICLE 6. DATA REQUIREMENTS...........................................12
ARTICLE 7. INSURANCE...................................................13
ARTICLE 8. MISCELLANEOUS...............................................15
Exhibit "B" System Protection Requirements................................20
Exhibit "C" Notice and EFT Information of the
Generation Interconnection Agreement......................................24
Exhibit "D" Supplemental Terms and Conditions...........................22
Facility Schedule Xx. 0 - Xxx Xxxxx
Xxxxxxxx Xxxxxxxx Xx. 0 - Xxxxxx
Facility Schedule No. 3 - XxXxxxxxx
Facility Schedule Xx. 0 - Xxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx Xx. 0 - Xxxxxx
Facility Schedule No. 6 - Lake Creek
Facility Schedule No. 7 - Lake Xxxxxxx
Facility Schedule No. 8 - Xxxxxx Lake
Facility Schedule No. 9 - Monticello
Facility Schedule No.10 - Xxxxxx Creek
Facility Schedule Xx.00 - Xxxxx Xxxx
Xxxxxxxx Xxxxxxxx Xx.00 - Xxxxx Xxxx
Facility Schedule Xx.00 - Xxxxxxxx
Xxxxxxxx Xxxxxxxx Xx.00 - Xxxxxxx Xxxxx
Facility Schedule No.15 - Rivercrest
Facility Schedule No.16 - Stryker Creek
Facility Schedule Xx.00 - Xxxxxxxxxxxx
Xxxxxxxx Xxxxxxxx Xx.00 - Xxxxxxxx
Facility Schedule Xx.00 - Xxxxxx
Xxxxxxxx Xxxxxxxx Xx. 00 - Xxxxxxx
Facility Schedule No. 21 - Mountain Creek
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GENERATION INTERCONNECTION AGREEMENT
This Generation Interconnection Agreement is made and entered into this
14th day of December, 2001, between TXU Electric Delivery Company, a Texas
corporation ("Transmission Service Provider") and TXU Generation Company LP, a
Texas limited partnership, for itself and as agent for TXU Big Xxxxx Company LP,
TXU Mountain Creek Company LP, TXU Xxxxxxx Company LP, TXU Tradinghouse Company
LP, and TXU XxXxxxxxx Company LP, each a Texas limited partnership (collectively
the "Generator"), hereinafter individually referred to as "Party," and
collectively referred to as "Parties." In consideration of the mutual covenants
and agreements herein contained, the Parties hereto agree as follows:
Transmission Service Provider represents that it is a public utility that
owns and operates facilities for the transmission and distribution of
electricity. Generator represents that it will own and operate the Plants.
Pursuant to the terms and conditions of this Agreement, Transmission Service
Provider shall maintain an interconnection between Generator's Plants and
Transmission Service Provider's System.
This Agreement applies only to the Plants and the Parties' interconnection
facilities as identified in the Facility Schedules attached hereto ("Facility
Schedules").
This Agreement shall become effective on January 1, 2002 and shall
continue in full force and effect until terminated in accordance with Exhibit
"A."
This Agreement will be subject to the following, all of which are
incorporated herein:
A. The "Terms and Conditions of the Generation Interconnection Agreement"
attached hereto as Exhibit "A";
B. The ERCOT Requirements (unless expressly stated herein, where the ERCOT
Requirements are in conflict with this Agreement, the ERCOT Requirements
shall prevail);
C. The PUCT Rules (where the PUCT Rules are in conflict with this Agreement,
the PUCT Rules shall prevail);
D. The "System Protection Requirements" attached hereto as Exhibit "B";
E. The "Notice and EFT Information of the Generation Interconnection
Agreement" attached hereto as Exhibit "C";
F. The "Supplemental Terms and Conditions Specific to TSP-Owned Support
Facilities, Generator-Owned Support Facilities, TSP Support Services, and
Areas of Common Switchyards" attached hereto as Exhibit "D"; and
G. The "Interconnection Details" attached hereto as Facility Schedules.
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IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
originals, each of which shall constitute and be an original effective Agreement
between the Parties.
TXU ELECTRIC DELIVERY COMPANY
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: President
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Date: 12/14/01
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TXU GENERATION COMPANY LP
for Itself and as Agent for
TXU Big Xxxxx Company LP,
TXU Mountain Creek Company LP,
TXU Xxxxxxx Company LP,
TXU Tradinghouse Company LP, and
TXU XxXxxxxxx Company LP
By: TXU Generation Management Company LLC
Its General Partner
By: /s/ X.X. Xxxxxx
-------------------------------
Name: X. X. Xxxxxx
-------------------------------
Title: President
-------------------------------
Date: 12/14/01
-------------------------------
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EXHIBIT "A"
TERMS AND CONDITIONS OF THE GENERATION INTERCONNECTION AGREEMENT
ARTICLE 1. DEFINITIONS
Capitalized terms shall have the meanings as set forth below, except as
otherwise specified in the Agreement:
1.1 "Common Switchyard" shall mean a switchyard in which both GIF and TIF
facilities are located within a Generator-owned geographical area, which may or
may not be enclosed by a common fence.
1.2 "ERCOT" shall mean the Electric Reliability Council of Texas, Inc.
1.3 "ERCOT Requirements" means the ERCOT Operating Guides, ERCOT Generation
Interconnection Procedures as well as any other documents adopted by ERCOT
relating to the interconnection and operation of generators and transmission
systems in ERCOT as amended from time to time, and any successors thereto. Any
requirement in the foregoing documents imposed upon generation entities or
generation facilities shall become the responsibility of the Generator, and any
requirements imposed on transmission providers or transmission facilities shall
become the responsibility of the TSP.
1.4 "Generator-Owned Support Facilities" shall mean those Generator-owned
facilities located within the Plant and/or GIF which provide essential support
to the TSP for the operation of the TIF. These facilities are more specifically
described in Exhibit "D" and the Facility Schedules.
1.5 "GIF" shall mean the Generator's interconnection facilities as described in
the Facility Schedules.
1.6 "Good Utility Practice" shall have the meaning described in PUCT
Rule 25.5(23) or its successor.
1.7 "Governmental Authority(ies)" shall mean any federal, state, local, or
municipal body having jurisdiction over a Party.
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1.8 "Plant" shall mean the individual electric generation facility(ies) owned
and operated by the Generator, as specified in the Facility Schedules.
1.9 "Point of Interconnection" shall mean the location(s) where the GIF connects
to the TIF as negotiated and defined by the Parties and as shown in the Facility
Schedules.
1.10 "PUCT" shall mean the Public Utility Commission of Texas.
1.11 "PUCT Rules" shall mean the Substantive Rules of the PUCT.
1.12 "System Protection Equipment" shall mean those facilities located within
the TIF and the GIF as described in Section 4.5 and Exhibit "B". 1.13 "TIF"
shall mean the TSP's interconnection facilities as described in the Facility
Schedules.
1.14 "TSP" shall mean the Transmission Service Provider.
1.15 "TSP-Owned Support Facilities" shall mean those TSP-owned facilities
located within the Plant and/or GIF that provide essential support to the TSP
for the operation of the TIF and those TSP-owned facilities located within the
TIF that provide essential support to the Generator for the operation of the GIF
and/or Plant. These facilities are more specifically described in Exhibit "D"
and the Facility Schedules.
1.16 "TSP Support Services" shall mean those services provided by the Generator
to the TSP to support the operation of the TIF. Such services are described in
Exhibit "D" and the applicable Facility Schedules.
1.17 "TSP System" shall mean the electric transmission facilities, including the
TIF, and all associated equipment and facilities owned and/or operated by the
TSP.
ARTICLE 2. TERMINATION
2.1 Termination Procedures. This Agreement may be terminated in its entirety, or
with respect to an individual Facility Schedule, if one of the following
provisions are met:
A. the Generator provides the TSP with twenty-four (24) months advance
written notice;
B. this Agreement has been superseded by a comparable new Generation
Interconnection Agreement;
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C. all of the necessary facilities are in place, in the sole discretion of
the TSP, for the TSP to operate the TSP System without the TSP-owned
Support Facilities and Generator-Owned Support Facilities upon
disconnection of the GIF from the TIF and the Generator has provided
the TSP with at least thirty (30) days advance written notice of
termination (which notice may be the notice provided for in Part A
above);
D. mutually agreed to by the Parties; or
E. terminated in accordance with Section 8.6.
2.2 Disconnection. Upon termination of this Agreement, or an individual Facility
Schedule, the Parties will disconnect the relevant GIF from the TIF.
ARTICLE 3. REGULATORY FILINGS
3.1 Filing. The TSP shall file this executed Agreement with the appropriate
Governmental Authority, if required. Any portions of this Agreement asserted by
the Generator to contain competitively sensitive commercial or financial
information shall be filed by the TSP identified as "confidential" under seal
stating, for the TSP's showing of good cause, that the Generator asserts such
information is confidential information and has requested such filing under
seal. If requested by the TSP, the Generator shall provide the TSP, in writing,
with the Generator's basis for asserting that the information referred to in
this Section 3.1 is competitively sensitive information, and the TSP may
disclose such writing to the appropriate Governmental Authority.
3.2 Regulatory Approvals. Unless exempt, the TSP shall timely request ERCOT and
all regulatory approvals necessary for it to carry out its responsibilities
under this Agreement.
ARTICLE 4. FACILITIES AND EQUIPMENT
4.1 Ownership of Facilities. The ownership of facilities by each respective
Party shall be as provided in the Facility Schedules attached to this Agreement.
Such Facility Schedules shall also define the Points of Interconnection at which
the facilities of the Parties interconnect.
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4.2 Information Exchange. The Parties shall exchange information and mutually
agree upon the design and compatibility of the Parties' interconnection
facilities. The Parties shall work diligently and in good faith to make any
necessary design changes to ensure compatibility of the GIF to the TSP System.
4.3 Equipment Changes. For facilities not described in the Facility Schedules,
if either Party makes equipment changes to the Plant, the GIF, the TIF or the
TSP System that it knows will affect the operation or performance of the other
Party's interconnection facilities, the Parties agree to notify the other Party,
in writing, of such changes. Such changes shall be made in accordance with ERCOT
Requirements and coordinated between the Parties.
4.4 Metering, Telemetry, and Communications Requirements.
A. Metering and telemetry of data will be accomplished in accordance with
ERCOT Requirements. The specific metering, telemetry, and communications
equipment and data to be telemetered are described in the Facility Schedules.
B. The TSP shall, at its own cost and expense, and in accordance with ERCOT
Requirements, furnish, own, operate, inspect, test, and maintain metering and
telemetry equipment at the Point of Interconnection, unless otherwise specified
in the applicable Facility Schedule. However, the TSP shall provide the
Generator with metering and telemetry values in accordance with ERCOT
Requirements.
C. The Generator shall, at its own cost and expense, and in accordance with
ERCOT Requirements, furnish, own, operate, inspect, test, and maintain equipment
necessary to supply the TSP with the data specified in each Facility Schedule. A
minimum set of inputs to the telemetry equipment are specified in the Facility
Schedules. Additional sets of inputs may be subsequently mutually agreed upon.
D. The TSP will notify the Generator at least five (5) working days in
advance of any planned maintenance, inspection, testing, or calibration of the
metering equipment, unless otherwise agreed to in writing. The Generator, or its
designated representative, shall have the right to be present for these
activities and to receive copies of any documents related to the procedures and
results.
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E. The Parties shall ensure the proper functioning of all metering,
telemetry, and communications equipment associated with the Point of
Interconnection and both Parties' interconnection facilities, and verify the
accuracy of data being received by the TSP and the Generator. All tests will be
performed consistent with ERCOT Requirements.
F. The TSP shall, in accordance with Good Utility Practice and ERCOT
Requirements, specify communications facilities, including those necessary to
transmit data from the metering equipment to the TSP, that are necessary for the
effective operation of the Plant and the GIF with the TSP System. Such
communication facilities shall be included in the Facility Schedules. The
Generator shall make arrangements to procure and bear the cost of such
facilities, unless otherwise specified in the applicable Facility Schedule.
G. Any changes to the meters, telemetry equipment, voltage transformers,
current transformers, and associated panels, hardware, conduit, and cable, which
will affect the data being received by the other Party must be mutually agreed
to by the Parties.
H. Each Party will promptly advise the other Party if it detects or
otherwise learns of any metering, telemetry or communications equipment errors
or malfunctions that require the attention and/or correction by the other Party.
The Party owning such equipment shall correct such error or malfunction as soon
as reasonably feasible in accordance with ERCOT Requirements.
4.5 System Protection and Other Controls Requirements.
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A. Each Party's facilities shall isolate any fault, or correct or isolate
any abnormality, which would negatively affect the other Party's system or other
entities connected to the TSP System.
B. The Generator shall be responsible for protection of its facilities
consistent with ERCOT Requirements.
C. Each Party's protective relay design shall incorporate the necessary
test switches to perform the tests required in Section 4.5 F. The required test
switches will be placed such that they allow operation of lockout relays while
preventing breaker failure schemes from operating and causing unnecessary
breaker operations and tripping the Generator's units.
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D. Recording equipment shall be installed to analyze all system
disturbances in accordance with ERCOT Requirements.
E. Each Party will test, operate, and maintain System Protection Equipment
in accordance with ERCOT Requirements and Exhibit "B". Each Party will provide
reasonable notice to the other Party of any testing of its System Protection
Equipment allowing such other Party the opportunity to have representatives
present during testing of its System Protection Equipment.
F. At intervals suggested by Good Utility Practice or at intervals
described in the ERCOT Requirements if so defined therein, and following any
apparent malfunction of the System Protection Equipment, each Party shall
perform both calibration and functional trip tests of its System Protection
Equipment. These tests do not require the tripping of any in-service generation
unit. These tests do, however, require that all protective relays and lockout
contacts be activated.
4.6 No Annexation. Any and all equipment placed on the premises of a Party shall
be and remain the property of the Party providing such equipment regardless of
the mode and manner of annexation or attachment to real property, unless
otherwise mutually agreed by the Parties.
ARTICLE 5. OPERATION AND MAINTENANCE
5.1 Operation and Maintenance of Interconnection Facilities. The Parties agree
to operate and maintain their systems in accordance with Good Utility Practice,
the National Electrical Safety Code, the ERCOT Requirements, the PUCT Rules, and
all applicable laws and regulations. Subject to any necessary ERCOT approval,
each Party shall provide necessary equipment outages to allow the other Party to
perform periodic maintenance, repair, or replacement of its facilities. Such
outages shall be scheduled at mutually agreeable times, unless conditions exist
which a Party believes, in accordance with Good Utility Practice, may endanger
persons or property. No changes will be made in the normal operation of the
Point of Interconnection without the mutual agreement of the Parties except as
otherwise provided herein. All testing of the Plant, the GIF, or the TIF that
affects the operation of the Point of Interconnection shall be coordinated
between the TSP and the Generator and will be conducted in accordance with ERCOT
Requirements.
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5.2 Land Rights and Easements. Terms and conditions addressing the rights of the
TSP and the Generator regarding any facilities located on the other Party's
property shall be addressed in a separate, duly executed and recorded easement
agreement between the Parties. The Parties will mutually agree upon procedures
to govern access to each other's property as necessary for the Parties to
fulfill their obligations hereunder.
5.3 Service Interruption. The Parties recognize that the interruption of service
provisions of the PUCT Rules give the TSP the right to disconnect the TSP System
from a Plant under the conditions specified therein. The Generator will promptly
disconnect a Plant from the TSP System when required by and in accordance with
the PUCT Rules and ERCOT Requirements.
5.4 Switching and Clearance.
A. Any switching or clearances needed on the TIF or the GIF will be done in
accordance with ERCOT Requirements.
B. Any switching and clearance procedure necessary to comply with Good
Utility Practice or ERCOT Requirements that may have specific application to a
Plant shall be addressed in the applicable Facility Schedule.
5.5 Start-Up and Synchronization. Consistent with ERCOT Requirements and the
Parties' mutually acceptable procedure, the Generator is responsible for the
proper synchronization of each Plant to the TSP System.
5.6 Routine Operational Communications. On a timely basis, the Parties shall
exchange all information necessary to comply with ERCOT Requirements.
5.7 Blackstart Operations. If a Plant is capable of blackstart operations, the
Generator will coordinate individual Plant start-up procedures consistent with
ERCOT Requirements. Any blackstart operations shall be conducted in accordance
with the blackstart criteria included in the ERCOT Requirements and the TSP
Blackstart Plan on file withERCOT. Notwithstanding this section, the Generator
is not required to have blackstart capability by virtue of this Agreement. If
the Generator will have blackstart capability, then the Generator shall provide
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and maintain an emergency communication system that will interface with the TSP
during a blackstart condition.
5.8 Power System Stabilizers. The Generator shall procure, install, maintain,
and operate power system stabilizers if required to meet ERCOT Requirements and
as described in the Facility Schedules.
ARTICLE 6. DATA REQUIREMENTS
6.1 Data Acquisition. The acquisition of data to realistically simulate the
electrical behavior of system components is a fundamental requirement for the
development of a reliable interconnected transmission system. Therefore, the TSP
and the Generator shall be required to submit specific information regarding the
electrical characteristics of their respective facilities to each other as
described below in accordance with ERCOT Requirements.
6.2 Data Submission by TSP. Upon request, the TSP shall provide transmission
system data necessary to allow the Generator to meet any system protection and
stability requirements within a reasonable period of time.
6.3 Data Submission by Generator. Upon request, the Generator shall provide
Plant data to the TSP within a reasonable period of time, including a completed
copy of the following forms contained in ERCOT's Generation Interconnection
Procedure: (1) Plant Description/Data and (2) Generation Stability Data. Upon
the Generator's request, the TSP shall supply the Generator with any data for
the Generator's Plant(s) in the possession of the TSP, and the Generator shall
review, revise, and supplement such data as necessary to accurately model the
Generator's Plant(s) in electrical studies, and shall provide such revisions and
supplements to the TSP and ERCOT. Data submissions shall be "as-built" data or
"as-tested" performance data. Data submitted for stability models shall be
compatible with the ERCOT standard models. If there is no compatible model, the
Generator will work with an ERCOT designated consultant to develop and supply a
standard model and associated data. Data submissions by the Generator shall be
made to both the TSP and ERCOT.
6.4 Data Supplementation. The Generator shall provide the TSP and ERCOT any data
changes due to equipment replacement, repair, or adjustment. The TSP shall
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provide the Generator any data changes due to equipment replacement, repair, or
adjustment in the directly connected substation or any adjacent TSP-owned
substation that may affect the GIF equipment ratings, protection, or operating
requirements. The Parties shall provide such data no later than thirty (30) days
after the date of the actual change in equipment characteristics. Also, the
Parties shall provide to each other a copy of any additional data later required
by ERCOT concerning these facilities.
6.5 Data Exchange. Each Party shall furnish to the other Party real-time and
forecasted data as required by ERCOT Requirements. The Parties will cooperate
with one another in the analysis of disturbances to either the Plant or the TSP
System by gathering and providing access to any information relating to any
disturbance, including information from oscillography, protective relay targets,
breaker operations, and sequence of events records.
ARTICLE 7. INSURANCE
7.1 Each Party shall, at its own expense, maintain in force throughout the
period of this Agreement and until released by the other Party the following
minimum insurance coverages, with insurers authorized to do business in Texas:
A. Employers Liability and Worker's Compensation Insurance providing
statutory benefits in accordance with the laws and regulations of the State of
Texas. The minimum limits for the Employer's Liability insurance shall be One
Million Dollars ($1,000,000) each accident bodily injury by accident, One
Million Dollars ($1,000,000) each employee bodily injury by disease, and One
Million Dollars ($1,000,000) policy limit bodily injury by disease.
B. Commercial General Liability Insurance including premises and
operations, personal injury, broad form property damage, broad form blanket
contractual liability coverage (including coverage for the contractual
indemnification) products and completed operations coverage, coverage for
explosion, collapse and underground hazards, independent contractors coverage,
coverage for pollution to the extent normally available and punitive damages to
the extent normally available, and a cross liability endorsement, with minimum
limits of One Million Dollars ($1,000,000) per occurrence/One Million Dollars
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($1,000,000) aggregate combined single limit for personal injury, bodily injury,
including death and property damage.
C. Comprehensive Automobile Liability Insurance for coverage of owned,
non-owned, and hired vehicles, trailers or semi-trailers designed for travel on
public roads, with a minimum combined single limit of One Million Dollars
($1,000,000) per occurrence for bodily injury, including death, and property
damage.
D. Excess Public Liability Insurance over and above the Employer's
Liability, Commercial General Liability, and Comprehensive Automobile Liability
Insurance coverage, with a minimum combined single limit of Twenty Million
Dollars ($20,000,000) per occurrence/Twenty Million Dollars ($20,000,000)
aggregate.
E. The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance, and Excess Public Liability Insurance polices shall name
the other Party, its parent, associated and affiliated companies, and their
respective directors, officers, agents, servants, and employees ("Other Party
Group") as additional insured. All policies shall contain provisions whereby the
insurers waive all rights of subrogation in accordance with the provisions of
this Agreement against the Other Party Group and provide thirty (30) days
advance written notice to Other Party Group prior to anniversary date of
cancellation or any material change in coverage or condition.
F. The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance, and Excess Public Liability Insurance policies shall
contain provisions that specify that the policies are primary and shall apply to
such extent without consideration for other policies separately carried and
shall state that each insured is provided coverage as though a separate policy
had been issued to each, except the insurer's liability shall not be increased
beyond the amount for which the insurer would have been liable had only one
insured been covered. Each Party shall be responsible for its respective
deductibles or retentions.
G. The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance, and Excess Public Liability Insurance policies, if written
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on a Claims First Made basis, shall be maintained in full force and effect for
two (2) years after termination of this Agreement, which coverage may be in the
form of tail coverage or extended reporting period coverage if agreed by the
Parties.
H. The requirements contained herein as to the types and limits of all
insurance to be maintained by the Parties are not intended to and shall not in
any manner, limit or qualify the liabilities and obligations assumed by the
Parties under this Agreement.
I. Within ten (10) days following execution of this Agreement, and as soon
as practicable after the end of each fiscal year or at the renewal of the
insurance policy and in any event within ninety (90) days thereafter, each Party
shall provide certification of all insurance required in this Agreement,
executed by each insurer or by an authorized representative of each insurer.
J. Notwithstanding the foregoing, each Party may self-insure to the extent
it maintains a self-insurance program; provided that, such Party's senior
secured debt is rated at investment grade, or better, by Standard & Poor's. For
any period of time that a Party's senior secured debt is unrated by Standard &
Poor's or is rated at less than investment grade by Standard & Poor's, such
Party shall comply with the insurance requirements applicable to it under
Sections 7.1.A through 7.1.I. In the event that a Party is permitted to
self-insure pursuant to this Section 7.1.J, it shall not be required to comply
with the insurance requirements applicable to it under Sections 7.1.A through
7.1.I.
K. The Parties agree to report to each other in writing as soon as
practical all accidents or occurrences resulting in injuries to any person,
including death, and any property damage arising out of this Agreement.
ARTICLE 8. MISCELLANEOUS
8.1 Governing Law and Applicable Tariffs.
A. THIS AGREEMENT FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING
CONFLICTS OF LAW PRINCIPLES THAT WOULD REFER TO THE LAWS OF ANOTHER
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JURISDICTION. THE PARTIES SUBMIT TO THE JURISDICTION OF THE FEDERAL
AND STATE COURTS IN THE STATE OF TEXAS.
B. This Agreement is subject to all valid, applicable rules,
regulations, and orders of, and tariffs approved by, duly
constituted Governmental Authorities.
C. Each Party expressly reserves the right to seek changes in, appeal,
or otherwise contest any laws, orders, rules, or regulations of a
Governmental Authority.
8.2 No Other Services. This Agreement is applicable only to the interconnection
of the Plant to the TSP System at the Point of Interconnection and does not
obligate either Party to provide, or entitle either Party to receive, any
service not expressly provided for herein. Each Party is responsible for making
the arrangements necessary for it to receive any other service that it may
desire from the other Party or any third party. This Agreement does not address
the sale or purchase of any electric energy, transmission service, or ancillary
services by either Party.
8.3 Entire Agreement. This Agreement, including all Exhibits, Attachments, and
Schedules attached hereto, constitutes the entire agreement between the Parties
with reference to the subject matter hereof, and supersedes all prior and
contemporaneous understandings or agreements, oral or written, between the
Parties with respect to the subject matter of this Agreement. There are no other
agreements, representations, warranties, or covenants that constitute any part
of the consideration for, or any condition to, either Party's compliance with
its obligations under this Agreement.
8.4 Notices. Except as otherwise provided in Exhibit "C", any formal notice,
demand or request provided for in this Agreement shall be in writing and shall
be deemed properly served, given or made if delivered in person, or sent by
either registered or certified mail, postage prepaid, overnight mail or fax to
the address or number identified on Exhibit "C" attached to this Agreement.
Either Party may change the notice information on Exhibit "C" by giving five (5)
business days written notice prior to the effective date of the change.
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8.5 Force Majeure.
A. The term "Force Majeure" as used herein shall mean any cause beyond the
reasonable control of the Party claiming Force Majeure, and without the fault or
negligence of such Party, which materially prevents or impairs the performance
of such Party's obligations hereunder, including but not limited to, storm,
flood, lightning, earthquake, fire, explosion, failure or imminent threat of
failure of facilities, civil disturbance, strike or other labor disturbance,
sabotage, war, national emergency, or restraint by any Governmental Authority.
B. Neither Party shall be considered to be in Default (as hereinafter
defined) with respect to any obligation hereunder other than the obligation to
pay money when due, if prevented from fulfilling such obligation by Force
Majeure. A Party unable to fulfill any obligation hereunder (other than an
obligation to pay money when due) by reason of Force Majeure shall give notice
and the full particulars of such Force Majeure to the other Party in writing or
by telephone as soon as reasonably possible after the occurrence of the cause
relied upon. Telephone notices given pursuant to this Section shall be confirmed
in writing as soon as reasonably possible and shall specifically state full
particulars of the Force Majeure, the time and date when the Force Majeure
occurred and when the Force Majeure is reasonably expected to cease. The Party
affected shall exercise due diligence to remove such disability with reasonable
dispatch, but shall not be required to accede or agree to any provision not
satisfactory to it in order to settle and terminate a strike or other labor
disturbance.
8.6 Default.
A. The term "Default" shall mean the failure of either Party to perform any
obligation in the time or manner provided in this Agreement. No Default shall
exist where such failure to discharge an obligation (other than the payment of
money) is the result of Force Majeure as defined in this Agreement or the result
of an act or omission of the other Party. Upon a Default, the non-defaulting
Party shall give written notice of such Default to the defaulting Party. Except
as provided in Section 8.6 B, the defaulting Party shall have thirty (30) days
from receipt of the Default notice within which to cure such Default; provided
however, if such Default is not capable of cure within thirty (30) days, the
defaulting Party shall commence such cure within thirty (30) days after notice
and continuously and diligently complete such cure within ninety (90) days from
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receipt of the Default notice; and, if cured within such time, the Default
specified in such notice shall cease to exist.
B. If a Default is not cured as provided in this Section, or if a Default
is not capable of being cured within the period provided for herein, the
non-defaulting Party shall have the right to terminate this Agreement by written
notice at any time until cure occurs, and be relieved of any further obligation
hereunder and, whether or not that Party terminates this Agreement, to recover
from the defaulting Party all amounts due hereunder, plus all other damages and
remedies to which it is entitled at law or in equity. The provisions of this
Section will survive termination of this Agreement.
8.7 Intrastate Operation. The operation of the Plant by Generator shall not
cause there to be a synchronous or an asynchronous interconnection between ERCOT
and any other transmission facilities operated outside of ERCOT unless ordered
by the Federal Energy Regulatory Commission under Section 210 of the Federal
Power Act. The Parties recognize and agree that any such interconnection will
constitute an adverse condition giving the TSP the right to immediately
disconnect the TIF from the GIF, until such interconnection has been
disconnected. The Generator will not be prohibited by this Section from
interconnecting the Plant with facilities operated by the Comision Federal de
Electricidad of Mexico, unless such interconnection would cause ERCOT utilities
that are not "public utilities" under the Federal Power Act to become subject to
the plenary jurisdiction of the Federal Energy Regulatory Commission.
8.8 No Third Party Beneficiaries. This Agreement is not intended to and does not
create rights, remedies, or benefits of any character whatsoever in favor of any
persons, corporations, associations, or entities other than the Parties, and the
obligations herein assumed are solely for the use and benefit of the Parties,
their successors in interest and, where permitted, their assigns.
8.9 No Waiver. The failure of a Party to this Agreement to insist, on any
occasion, upon strict performance of any provision of this Agreement will not be
considered a waiver of obligations, rights, or duties imposed upon the Parties.
Termination or Default of this Agreement for any reason by the Generator shall
18
not constitute a waiver of the Generator's legal rights to obtain an
interconnection from the TSP under a new interconnection agreement.
8.10 Headings. The descriptive headings of the various articles and sections of
this Agreement have been inserted for convenience of reference only and are of
no significance in the interpretation or construction of this Agreement.
8.11 Multiple Counterparts. This Agreement may be executed in two or more
counterparts, each of which is deemed an original but all constitute one and the
same instrument.
8.12 Amendment. This Agreement may be amended only upon mutual agreement of the
Parties, which amendment will not be effective until reduced to writing and
executed by the Parties.
8.13 No Partnership. This Agreement shall not be interpreted or construed to
create an association, joint venture, agency relationship, or partnership
between the Parties or to impose any partnership obligation or liability upon
either Party. Neither Party shall have any right, power or authority to enter
into any agreement or undertaking for, or act on behalf of, or to act as or be
an agent or representative of, or to otherwise bind, the other Party.
8.14 Further Assurances. The Parties agree to (i) furnish upon request to each
other such further information, (ii) execute and deliver to each other such
other documents, and (iii) do such other acts and things, all as the other Party
may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement. Without limiting the
generality of the foregoing, the TSP shall, at the Generator's expense, when
reasonably requested to do so by the Generator at any time after the execution
of this Agreement, prepare and provide such information in connection with this
Agreement (including, if available, resolutions, certificates, opinions of
counsel or other documents relating to the TSP's corporate authorization to
enter into this Agreement and to undertake the obligations set out herein) as
may be reasonably required by any potential lender to the Generator under a
proposed loan agreement. The TSP will use commercially reasonable efforts to
obtain any opinion of counsel reasonably requested by Generator, but the TSP
shall not be in Default of any obligation under this Agreement if the TSP is
unable to provide an opinion of counsel that will satisfy any potential lender
19
to the Generator. Specifically, upon the written request of one Party, the other
Party shall provide the requesting Party with a letter stating whether or not,
up to the date of the letter, that Party is satisfied with the performance of
the requesting Party under this Agreement.
8.15 Indemnification and Liability. The indemnification and liability provisions
of the PUCT Rule 25.202(b)(2) or its successor shall govern this Agreement.
8.16 Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY
PROVISION OF THIS AGREEMENT FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT
NOT LIMITED TO LOSS OF PROFIT OR REVENUE, LOSS OF THE USE OF EQUIPMENT, COST OF
CAPITAL, COST OF TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER
THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT DAMAGES FOR WHICH A PARTY MAY BE
LIABLE TO THE OTHER PARTY UNDER ANOTHER AGREEMENT WILL NOT BE CONSIDERED TO BE
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HEREUNDER.
8.17 Assignment. This Agreement may be assigned by either Party only with the
written consent of the other; provided that either Party may assign this
Agreement without the consent of the other Party to any affiliate of the
assigning Party with an equal or greater credit rating and with the legal
authority and operational ability to satisfy the obligations of the assigning
Party under this Agreement. Any attempted assignment that violates this Section
is void and ineffective. Any assignment under this Agreement shall not relieve a
Party of its obligations, nor shall a Party's obligations be enlarged, in whole
or in part, by reason thereof. Where required, consent to assignment will not be
unreasonably withheld, conditioned, or delayed.
8.18 Severability. If any provision in this Agreement is finally determined to
be invalid, void, or unenforceable by any court having jurisdiction, such
determination shall not invalidate, void, or make unenforceable any other
provision, agreement or covenant of this Agreement.
20
8.19 Comparability. The Parties will comply with all applicable comparability
and code of conduct laws, rules, and regulations, as amended from time to time.
8.20 Invoicing and Payment. Unless the Parties otherwise agree, invoicing and
payment rights and obligations under this Agreement shall be governed by PUCT
Rules or applicable Governmental Authority. Invoices shall be rendered to the
paying Party at the address specified on, and payments shall be made in
accordance with the requirements of, Exhibit "C".
8.21 Confidentiality.
A. Subject to the exception in Section 8.21.B, any information that a Party
claims is competitively sensitive, commercial or financial information under
this Agreement ("Confidential Information") shall not be disclosed by the other
Party to any person not employed or retained by the other Party, except to the
extent disclosure is (i) required by law; (ii) reasonably deemed by the
disclosing Party to be required to be disclosed in connection with a dispute
between or among the Parties, or the defense of litigation or dispute; (iii)
otherwise permitted by consent of the other Party, such consent not to be
unreasonably withheld; or (iv) necessary to fulfill its obligations under this
Agreement or as a transmission service provider including disclosing the
Confidential Information to ERCOT. The Party asserting confidentiality shall
notify the other Party in writing of the information it claims is confidential.
Prior to any disclosures of the other Party's Confidential Information under
this subsection, or if any third party or Governmental Authority makes any
request or demand for any of the information described in this subsection, the
disclosing Party agrees to promptly notify the other Party in writing and agrees
to assert confidentiality and cooperate with the other Party in seeking to
protect the Confidential Information from public disclosure by confidentiality
agreement, protective order or other reasonable measures.
B. This provision shall not apply to any information that was or is
hereafter in the public domain (except as a result of a breach of this
provision).
21
EXHIBIT "B"
SYSTEM PROTECTION REQUIREMENTS
System Protection Equipment shall consist of such control and protective
devices installed, tested, and maintained by the Parties in accordance with the
applicable ERCOT Requirements, NERC standards, and regulations of a Governmental
Authority, including but not limited to, protective relaying systems and circuit
breakers, as are necessary to protect personnel and equipment and to minimize
deleterious effects to the GIF, the TSP System, and other entities connected to
the TSP System.
The TSP shall determine any changes to requirements for protection of the
Point of Interconnection and the zone of protection around the Point of
Interconnection and shall specify and implement the System Protection Equipment
necessary to meet such requirements. The Generator shall have the right to
review and comment on the necessary protection requirements and the TSP shall
consider the Generator's comments when determining such requirements. Upon the
TSP's determination of such requirements, the Generator shall, at its expense,
provide corrections or additions to its System Protection Equipment in
accordance with such determination. Prior to the Generator modifying any System
Protection Equipment involving the Point of Interconnection, the Generator shall
submit the proposed changes to the TSP for review and approval. The TSP's review
and approval shall be for the limited purpose of determining whether such
proposed changes are compatible with the TSP System. The TSP shall coordinate
the relay system protection between the GIF and the TSP System.
If the GIF operate to facilitate the interconnection of any of the Plant
facilities to the Southwest Power Pool (or any other regional transmission
organization other than ERCOT), the Generator will utilize open circuit breakers
and air-break switches (which provide visible open indication) as a means of
isolating such Plant facilities from ERCOT.
The Generator will design, construct, and operate its electrical facilities
such that all Plant auxiliary power sources for each generating unit will come
from the same regional transmission organization as the generating unit's output
is connected.
22
Plant specific system protection requirements are set forth in the
individual Facility Schedules where appropriate.
23
EXHIBIT "C"
NOTICE AND EFT INFORMATION OF THE GENERATION INTERCONNECTION AGREEMENT
(a) All notices of an operational nature shall be in writing and/or may be sent
between the Parties via electronic means including facsimile as follows:
If to Transmission Service Provider: If to Generator:
TXU Electric Delivery Company TXU Generation Company
Attn: Transmission Grid Shift Supervisor Attn: Generation Controller
0000 X Xxxxxxxx Xxxxx Xxxxxxx 0000 X. Xxxx Xx., Xxxxx 00-000
Xxxxxxxxxxx/Xxxxxxxxxxxx Fax: Operational/Confirmation Fax: (000) 000-0000
(000) 000-0000
24 Hour Telephone: (000) 000-0000 24 Hour Telephone: (000) 000-0000
E-mail: N/A E-mail: xxxxxx@xxx.xxx
(b) Notices of an administrative nature:
If to Transmission Service Provider: If to Generator:
TXU Electric Delivery Company TXU Generation Company
Attn: Xxxx Xxxxxxx Attn: Xxxx Xxxxxx
0000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000 Xxxxxx, Xxxxx 00000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
Phone: 000-000-0000 Phone: (000) 000-0000
E-mail: xxxxxxxx@xxx.xxx E-mail: xxxx.xxxxxx@xxx.xxx
(c) Notice for statement and billing purposes:
If to Transmission Service Provider: If to Generator:
TXU Electric Delivery Company TXU Generation Company
Attn: Xxxx Xxxxxxx Attn: Xxxx Xxxxxx
0000 Xxxxx Xxxxxx 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000 Xxxxxx, Xxxxx 00000-0000
Phone: 000-000-0000 Phone: (000) 000-0000
E-mail: xxxxxxxx@xxx.xxx E-mail: xxxx.xxxxxx@xxx.xxx
(d) Information concerning Electronic Funds Transfers:
If to Transmission Service Provider: If to Generator:
Bank Name: N/A Bank Name: N/A
Address: N/A Address: X/X
XXX Xx. X/X XXX Xx. X/X
For credit to: N/A For credit to: N/A
Account No. N/A Account No. N/A
24
EXHIBIT "D"
SUPPLEMENTAL TERMS AND CONDITIONS SPECIFIC TO
TSP-OWNED SUPPORT FACILITIES, GENERATOR-OWNED SUPPORT FACILITIES,
TSP SUPPORT SERVICES, AND AREAS OF COMMON SWITCHYARDS
A. OWNERSHIP
1. Ownership and change of ownership of facilities at points where
Generator-Owned Support Facilities interconnect with TSP-Owned Support
Facilities shall be in accordance with the provisions of this Section A, unless
otherwise specified in the Facility Schedules.
2. AC and DC Power Supply Equipment
(i) AC and DC Power Supply from Generator-Owned Support Facilities to the
TSP - The Generator owns the AC and DC distribution circuit breaker panels
(including all AC and DC circuit breakers) as well as all wiring and facilities
on the source side of the Generator's AC and DC distribution circuit breaker
panels for AC and DC power supplied by the Generator to the TSP System, as
specified in the Facility Schedules. The TSP owns all wiring and facilities on
the load side of the Generator-owned AC and DC distribution circuit breaker
panels up to the point where the TSP's wiring connects with the Generator-owned
AC and DC circuit breakers described herein, as specified in the Facility
Schedules.
(ii) AC and DC Power Supply from TSP-Owned Support Facilities to the
Generator - The TSP owns the AC and DC distribution circuit breaker panels
(including all AC and DC circuit breakers) as well as all wiring and facilities
on the source side of the TSP's AC and DC distribution circuit breaker panels
for AC and DC power supplied by the TSP to the Generator facilities, as
specified in the Facility Schedules. The Generator owns all wiring and
facilities on the load side of the TSP-owned AC and DC distribution circuit
breaker panels up to the point where the Generator's wiring connects with the
TSP-owned AC and DC circuit breakers described herein, as specified in the
Facility Schedules.
3. Control/Relaying Panels - Ownership changes where one Party's wires
connect to a control/relaying panel owned by the other Party or where one
Party's equipment mounts on a control/relaying panel owned by the other Party.
4. Annunciator Panels - Unless otherwise specified in a Facility Schedule,
the following will govern with respect to Annunciator Panels:
(i) The Generator owns annunciator panels located within the confines of
the Plant control room/building. The TSP owns the wiring connecting
Generator-owned annunciator panels to the TSP System.
(ii) The TSP owns annunciator panels located within the confines of the
Common Switchyard control house. The Generator owns the wiring connecting
TSP-owned annunciator panels to Generator-owned equipment.
5. Remote Terminal Units ("RTU")
(i) For all connections made between a Generator-owned RTU and the TSP
System, the TSP owns the wiring from the TSP System to the point where it
connects to the Generator-owned XXX.
00
(xx) For all connections made between a TSP-owned RTU and Generator-owned
equipment, the Generator owns the wiring from the Generator-owned equipment to
the point where it connects to the TSP-owned XXX.
0. XXXXX Polled Settlement Metering Equipment ("EPS Metering Equipment") -
The TSP owns all EPS Metering Equipment, unless otherwise specified in the
Facility Schedules. The Generator owns any wiring connecting Generator-owned
equipment to the EPS Metering Equipment.
7. Digital Fault Recorders ("DFR")
(i) For all connections made between a Generator-owned DFR and TSP System,
the TSP owns the wiring from the TSP System to the point where it connects to
the Generator-owned DFR.
(ii) For all connections made between a TSP-owned DFR and Generator-owned
equipment, the Generator owns the wiring from the Generator-owned equipment to
the point where it connects to the TSP-owned DFR.
B. COMMON SWITCHYARDS
1. Grounds - The TSP will maintain all Common Switchyard grounds in neat
condition, including gravel, and pest and weed control.
2. Grounding Grid - The integrity of all connections to the ground grid
from all Generator-owned equipment located in Common Switchyards will be the
responsibility of the Generator. If the Generator proposes to make grounding
design changes or additions, the Generator shall provide written documentation
and design drawings to the TSP for approval. The TSP shall review the
Generator's documentation and (i) approve the proposed changes or (ii) provide
comments to the Generator on such changes within thirty (30) days of receipt.
For work activities in Common Switchyards that will require digging in areas in
which the ground grid exists and which is utilized by both Parties, the Party
responsible for the work activity will be responsible for maintaining the
integrity of the ground grid. For any major additions, the Party responsible for
the addition will ensure that the design requirements of the ground grid are
met.
3. Drawing Updates - Each Party shall maintain up-to-date drawings of its
Common Switchyard facilities. Copies of such drawings shall be made available
when requested by the other Party.
4. Breakers - The Generator shall notify the TSP in advance of any
testing, maintenance, or repair of Common Switchyard breakers and will allow the
TSP to be present during such event. If possible, such advance notice shall be
at least five (5) days in advance of any testing, maintenance, or repair. The
Generator shall document all testing, maintenance, and repair and provide the
TSP a copy of such documentation within a reasonable period of time after such
event.
C. TSP-OWNED SUPPORT FACILITIES
1. The TSP's Rights of Access and Use - Subject to, but to the fullest
extent permitted under the applicable easements, the TSP shall have the right,
through its authorized agents and employees, to enter into areas of the Plant
and the GIF, for purposes of operating, maintaining, repairing, modifying,
replacing, removing, inspecting, or obtaining measurements or recordings from
the TSP-Owned Support Facilities. The Parties acknowledge and agree that such
rights include the use of ancillary facilities and resources, including
26
reasonable use of parking space, bathrooms, and water, as may be necessary or
desirable in furtherance of the TSP's authorized use of the TSP-Owned Support
Facilities.
2. Notification of TSP Access and Use - Prior to TSP personnel, or its
contractors, entering a Plant, a Plant control room, or a Common Switchyard,
such personnel shall verbally communicate to the Plant control room personnel
(i) their intent to enter the Plant, Plant Control Room, or Common Switchyard,
and (ii) the scope of activities they plan to perform in such Plant, Plant
control room, or Common Switchyard.
3. Non-Interference By the TSP - In connection with the TSP's use of the
TSP-Owned Support Facilities in the manner described in subsection 1 above, (i)
TSP shall make reasonable efforts to minimize interference with the Generator's
operation of the Plant facilities and the TSP shall not use the Plant facilities
or undertake any activities on or pertaining to or which may otherwise impact,
the Plant facilities, which may materially impair, or otherwise interfere with,
the Generator's use of the Plant facilities, as more fully described in
subsection 1 above, and (ii) the TSP shall not permit any third parties
(including its contractors or agents) to use the Plant facilities, or undertake
any activities on or pertaining to the Plant facilities, without the prior
consent of the Generator. Except to the limited extent expressly permitted in
this Agreement, the TSP shall not deny Generator personnel, or its contractors,
access to the Plant facilities.
4. Non-Interference by the Generator - The Generator shall not use the
TSP-Owned Support Facilities or undertake any activities on or pertaining to or
which may otherwise impact, the TSP-Owned Support Facilities, which may
materially impair, or otherwise interfere with, the TSP's use of the TSP-Owned
Support Facilities, as more fully described in subsection 1 above. The Generator
shall not permit any third parties (including its contractors or agents) to use
the TSP-Owned Support Facilities, or undertake any activities on or pertaining
to the TSP-Owned Support Facilities, without the prior consent of the TSP.
Except to the limited extent expressly permitted in this Agreement, the
Generator shall not deny TSP personnel, or its contractors, access to the
TSP-Owned Support Facilities.
5. Costs and Expenses - The Generator hereby agrees that the TSP shall not
be obligated to pay Generator any fees or charges, and Generator shall not
impose or attempt to seek payment of any fees or charges, for or relating to the
TSP's use of the TSP-Owned Support Facilities.
6. Construction Activities - Approval of Construction Plan - The TSP may,
at any time and at its sole cost and expense, prepare a construction plan
describing and addressing the proposed alteration, removal, or relocation of
TSP-Owned Support Facilities (hereinafter "Construction Plan"). Unless different
timeframes are agreed to between the TSP and the Generator, the TSP shall submit
the Construction Plan to Generator at least sixty (60) days prior to the date on
which the TSP proposes to commence the construction activities described in the
Construction Plan. Within thirty (30) days following its receipt of that
Construction Plan, the Generator shall either approve or disapprove, in writing,
the proposed Construction Plan; provided, however, that the Generator shall not
withhold its approval of the Construction Plan, unless the Generator reasonably
determines that the Construction Plan would, if implemented in the specific
manner proposed, substantially impair or interfere with the Generator's use of
the Plant and/or GIF, for purposes of generating electricity, and proposes a
commercially reasonable alternative construction plan.
7. Construction and Relocation Activities - Performance of Work - Upon
approval of the Construction Plan, as provided for in subsection 6 above, the
TSP shall proceed to perform the construction activities and related work
(hereinafter "Work") described or provided for in such Construction Plan. All
Work will be performed at the TSP's sole cost and expense. The TSP may, in its
discretion, use third party contractors and subcontractors to perform all or
27
part of the Work. The Work shall be performed and completed in substantial
compliance with the approved Construction Plan pertaining to that Work. In
addition, the TSP will, in performing such Work, substantially comply with such
work site practices or procedures as the Generator may propose and provide to
the TSP, provided that such practices and procedures are no more stringent than
those commonly imposed, consistent with established construction industry
standards on contractors performing similar types of construction activities and
work. The Generator shall reasonably cooperate with and support the TSP in its
completion of Work, in accordance with subsection 4 above. Subject to and
contingent upon obtaining such cooperation from the Generator, the TSP shall use
reasonable efforts to complete the Work in accordance with any construction
schedule or milestone dates, designated as part of, or in connection with, the
approved Construction Plan, for or pertaining to the Work.
8. Identification of Certain Specified Facilities - The TSP may, upon
reasonable notice to the Generator, and in a manner reasonably acceptable to the
Generator, xxxx or label certain of the TSP-Owned Support Facilities. Such
marking efforts may include, without limitation, painting such TSP-Owned Support
Facilities, or portions thereof, a distinctive color.
D. TSP SUPPORT SERVICES
1. Provision and Cost - During the term of this Agreement, the Generator
shall, at no cost to the TSP, provide the following TSP Support Services:
(i) The Generator will, upon request of the TSP, operate TIF breakers via
control handles located in the Plant control room, to the extent on-site,
adequately trained, Generator personnel are available.
(ii) The Generator will use reasonable efforts to observe all TSP-Owned
Support Facilities and Generator-Owned Support Facilities in the control room
that provide indication, status, or alarms regarding TIF facilities and will use
reasonable efforts to notify the TSP, as soon as reasonably possible, of any
abnormal condition of any TIF detected by such an observation.
(iii) The Generator will notify the TSP, as soon as reasonably possible,
of any abnormal condition of any TIF or any abnormal situation affecting any TIF
which it detects during its normal patrol of the GIF in the Common Switchyard or
which it otherwise becomes aware of.
2. Default - If, after giving the requisite advance written notice, but
prior to the effective date of termination of the Agreement or a Facility
Schedule (as the case may be), the Generator fails to perform its obligation to
provide TSP Support Services, in addition to, and notwithstanding any contrary
provisions in Section 8.6 of Exhibit A, the TSP shall have the right to
immediately perform the TSP Support Services, as necessary, without any prior
written notification to the Generator.
3. Termination / Addition of TSP Support Services - The TSP may terminate,
in whole or in part, any TSP Support Services at any time by providing written
notice of such termination to the Generator. The notice of termination will
specify the effective date of any such termination, and the TSP Support
Service(s) or any part thereof to be terminated. New TSP Support Services may be
added to this Agreement by mutual agreement of the Parties.
E. GENERATOR-OWNED SUPPORT FACILITIES
1. Provision - The Generator will furnish electricity to the TSP at no
cost for use by the TSP as specified in the Facility Schedules, in connection
28
with its activities on the land or within those facilities included within the
easements executed between the TSP and the Generator in connection with the
Plants. The Parties further acknowledge and agree that: (i) such electricity
will be furnished to the TSP solely in its capacity as a tenant of the Generator
as an incident of tenancy; and (ii) the TSP will not knowingly permit such
electricity to be resold to or used by others.
2. Default - Notwithstanding any contrary provisions in Section 8.6 of
Exhibit A, if the Generator fails to maintain the Generator-Owned Support
Facilities in proper working order so as to create a serious threat to the
reliability of the TSP System, TSP shall have the right to take any action the
TSP reasonably deems necessary to restore the reliability of the TSP System,
including, but not limited to, repair or replacement of the Generator-Owned
Support Facilities. The TSP shall be responsible for all costs incurred by the
TSP in connection with the TSP's actions under this Section.
3. Modification - The Generator will notify the TSP immediately in writing
if the Generator obtains information that gives it good cause to believe that
any provision of Section E of Exhibit "D" will materially adversely affect the
Generator's (i) ability to retain its Exempt Wholesale Generator status; or (ii)
compliance with any Texas or federal statutory or regulatory requirements
governing the Generator. The Generator's notice will include a detailed
explanation of the reasons for the Generator's concerns. The Parties agree to
take such actions as may reasonably be required of each of them to avoid such a
result, while at the same time retaining for each Party to the fullest extent
possible, the benefits of its rights under this Agreement.
F. CONDEMNATION
Should any portions of the Generator's real property that include any
TSP-Owned Support Facilities and/or Generator-Owned Support Facilities be
appropriated or acquired by any governmental agency or other party having the
power of eminent domain for public purpose or use, then those TSP-Owned Support
Facilities and/or Generator-Owned Support Facilities not condemned,
appropriated, or acquired by such agency or other party shall, at the TSP's
option, be removed from the condemned or appropriated portion of the Plant and
GIF, at the TSP's cost, unless the TSP negotiates a separate arrangement with
the appropriate agency or other party. The Generator shall not interfere with
the TSP's right to negotiate with the condemning authority or government agency
or other party. Further, to the extent that all or any portion of the
Generator's real property that contain any TSP-Owned Support Facilities and/or
Generator-Owned Support Facilities become the subject of a condemnation
proceeding, the Parties shall, at the TSP's request, pursue their best efforts
to sever the TSP's interest in the TSP-Owned Support Facilities and
Generator-Owned Support Facilities, and to have any condemnation awards
specifically allocated between the respective rights and interest of the TSP and
the Generator. The Generator shall immediately notify the TSP of any
condemnation action or proceeding which may be filed pertaining to the Plant
and/or GIF. The Generator shall also notify the TSP of any such threatened
condemnation and agrees not to sell the Plant or GIF, or any portions thereof,
to such acquiring agency or other party, in lieu of condemnation, without
providing written notice to the TSP, at least ninety (90) days prior to the
proposed sale.
G. ABANDONMENT
1. Notice - In the event the Generator proposes to abandon all or a
portion of any of the Plant and/or GIF containing any TSP-Owned Support
Facilities and/or Generator-Owned Support Facilities, the Generator shall give
the TSP prior written notice, at least ninety (90) days before such proposed
abandonment, and provide the TSP an opportunity to purchase such abandoned
facilities or portions thereof (subject to any applicable statutory or
regulatory priorities) upon or within which such TSP-Owned Support Facilities
and/or Generator-Owned Support Facilities are located, such purchase to be at
and for a price and upon terms as may be then agreed to between the Parties,
29
provided, however, neither such notice nor such abandonment will relieve
Generator of its obligations under this Agreement should TSP elect not to
purchase such facilities. The TSP shall have a period of thirty (30) days from
the date of delivery of such notice within which to notify the Generator that it
intends to negotiate with the Generator in respect of its rights to purchase
such portions of the Plant and/or GIF. In the event that the TSP gives such
notice, the Parties shall promptly proceed to negotiate in good faith with
respect to TSP's prospective purchase of such portions of the Plant and/or GIF.
The Generator shall not proceed with or consummate its proposed abandonment for
a period of sixty (60) days from its receipt of that notice, unless the TSP
gives the Generator written notice indicating that the TSP no longer wishes to
negotiate for the purpose of purchasing such portions of the Plant and/or GIF.
2. Rights of the TSP - In the event of any sale of all or a portion of the
Plant and/or GIF to another entity, such sale shall be subject to the rights of
the TSP under this Agreement, with regard to access to and use of the TSP-Owned
Support Facilities and Generator-Owned Support Facilities. Any deed or other
instrument of conveyance pertaining to TSP-Owned Support Facilities and/or
Generator-Owned Support Facilities from the Generator to another purchasing
entity must reference the TSP's rights under this Agreement, and its related
rights pursuant to the applicable easement agreements, and clearly indicate that
the TSP's easement rights, as provided for in the applicable easement
agreements, run with the transferred portion of the Plant and/or GIF, and all
related improvements or real property.
H. LIENS
1. Discharge and Release - In the event that any portion of the TSP-Owned
Support Facilities and/or Generator-Owned Support Facilities becomes subject to
any mechanics', artisans' or materialmen's lien, or other encumbrance chargeable
to or through the Generator, the Generator shall promptly cause such lien or
encumbrance to be discharged and released of record, without cost to the TSP,
and shall indemnify the TSP against all costs and expenses (including reasonable
attorney's fees) reasonably incurred in discharging and releasing such lien or
encumbrance; provided, that if any such lien or encumbrance is not so discharged
and released after prior written notice by the TSP to the Generator, and the
Generator fails to reasonably obtain such release or discharge, then the TSP may
pay for or secure the release or discharge thereof at the expense of the
Generator.
2. Exclusion of TSP Support Facilities - In the event the Generator grants
a lien on the Plant and/or GIF, the Generator agrees that such lien shall not
include the TSP-Owned Support Facilities or Generator-Owned Support Facilities
or, in the event that any mortgage granted by the Generator must xxxxx x xxxx on
the TSP-Owned Support Facilities and/or Generator-Owned Support Facilities under
law in order to xxxxx x xxxx on the Plant and/or GIF, the Generator agrees that
prior to execution of any such mortgage the Generator shall cause the
Generator's mortgagee(s) to execute and deliver an agreement with the TSP to
reconvey the TSP-Owned Support Facilities to the TSP and to subordinate its lien
or encumbrance on the TSP-Owned Support Facilities and Generator-Owned Support
Facilities to the rights of the TSP. All rights of the TSP to use the TSP-Owned
Support Facilities and Generator-Owned Support Facilities as described in this
Agreement shall be senior to any lien or encumbrance created by the Generator.
I. DISCONTINUED USE
The TSP may upon reasonable notice to the Generator, and in the TSP's sole
discretion, discontinue the TSP's use of any designated TSP-Owned Support
Facilities or Generator-Owned Support Facilities. Upon giving such notice, the
TSP shall reasonably cooperate with the Generator for purposes of implementing
any measures that may be necessary to prevent the discontinued use of such
TSP-Owned Support Facilities or Generator-Owned Support Facilities from becoming
a safety hazard to the Generator's personnel working at the Plant and GIF. In
the event the TSP desires to install its own facilities to deliver AC or DC
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power to the TSP Support Facilities, which previously derived AC or DC power
from Generator-Owned Support Facilities, the Generator will allow the TSP to
install such facilities in accordance with the easement agreements referenced in
Section 5.2 of "Exhibit A" of this Agreement. The TSP shall have no other
obligation with respect to the discontinued use of such facilities, including,
without limitation, as pertains to their maintenance, repair, appearance,
removal, or alteration.
J. LABOR AGREEMENTS
The TSP and the Generator shall cooperate and coordinate their activities
in an effort to ensure that activities performed by either of the Parties
pursuant to this Exhibit "D" do not conflict with, and are not inconsistent
with, the duties and obligations of the Generator under the Generator's present
or future labor agreements. In the event, however, that any such activities are
alleged or found to constitute a breach of such labor agreements, the TSP shall
not be liable for any such breach.
K. ENVIRONMENTAL ISSUES
With respect to those activities, which are to take place within a Plant,
a Plant control room, or a Common Switchyard, the Party performing the work or
otherwise managing the asset or operations therein shall be responsible for (i)
ensuring that its activities are performed in compliance with all applicable
environmental regulations, (ii) remediating any spills or environmental
contamination or concerns resulting from or occurring in connection with its
activities as required by and in accordance with applicable regulations, and
(iii) removing and properly disposing of all waste materials. The Party
performing the work or other activities shall, prior to commencement thereof,
communicate to the other Party the job scope and needs so that both Parties are
fully aware of their respective environmental responsibilities. In the event of
a spill or the discovery of environmental contamination that potentially may
impact the other Party's property or operations, both Parties shall work
together to establish a coordinated plan of action for responding to the spill
or contamination.
L. INCIDENT REPORTING AND INVESTIGATION
If one Party becomes aware of the occurrence of an incident in a Plant, a
Plant control room, or a Common Switchyard that affects or is capable of
affecting the TSP System, GIF, or Plant reliability, safety, environmental
compliance, or equipment failure, such Party shall promptly report the incident
to the other Party. This will be a brief but informative report that includes
background, description of the incident, conclusion, corrective action, and
person(s) responsible for corrective action. If the seriousness of the incident
warrants, both Parties shall participate in a joint investigation and produce a
formal report of the incident. Both Parties shall have the right to declare the
incident serious enough to warrant a joint investigation.
M. SAFETY PROCEDURES AND POLICIES
1. Interlock Defeated or Temporary Changes to Equipment - Prior to either
Party making any temporary changes to the TIF, GIF or Plant equipment, or
bypassing or defeating of controls, trip, alarms or other interlock devices
associated with the TIF or GIF, the Party making such changes shall inform the
other Party of the changes that may affect the operation of the other Party.
This includes software interlocks such as those found in programmable
controllers (PLC), computers or other programmable devices, as well as hard
wired or mechanical interlocks.
2. Job Briefings - OSHA regulations require job briefings (tailboard
conferences) to be conducted when more than one employee is to be involved in a
job. The job plan must be communicated to all affected personnel. The briefing
may include at least one Generator representative and shall cover such topics as
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hazards associated with the job, work procedures involved, special precautions,
energy source controls and/or isolation and personal protective equipment. The
TSP will contact the Plant production supervisor to make arrangements for a
Generator employee to be briefed during the tailboard conference.
3. Safety - It is understood that, while employees or contractors of
either the TSP or the Generator are within a Common Switchyard, the safety
policies, procedures and practices adopted by each Party individually will be
adhered to by all personnel. Each Party shall provide the other Party copies of
its safety policies, procedures, and practices and shall provide the other Party
any revisions in a timely manner. All involved parties will be made familiar
with specific safety policies for their area of work. While employees or
contractors of TSP are within the control room, or any other portion of the
generating plant structure, they will abide by the following safety provisions:
(i) TSP agrees that any safety-related assistance or initiatives
undertaken by Generator will not relieve TSP from responsibility for the
implementation of, and compliance with, safe working practices, as developed
from their own experience, or as imposed by law or regulation, and will not in
any way, affect the responsibilities resting with TSP under the provisions of
this Agreement and to meet all safety requirements as specified by the
Occupational Safety & Health Administration (OSHA) and any other applicable
state or federal safety and health laws or regulations.
(ii) In the event that a material safety data sheet (hereinafter "MSDS"),
warning label, or other documentation concerning the use of hazardous chemicals
at the work site, applies to any materials or equipment utilized by TSP as an
aspect of the work, such documentation will be provided by TSP to Generator
prior to the commencement of any such work.
(iii) TSP will provide information to Generator regarding hazardous
chemicals and/or consumable products that contain constituents listed in 40 CFR
'372.65 used at Generator work site. TSP will report the amount of such material
carried on and off the site, the amount actually used and the manner of use.
(iv) TSP will provide for the duration of this Agreement, at its sole
expense, adequate first-aid facilities for employees of TSP and its contractors.
(v) TSP acknowledges and agrees that all employees of TSP and its
contractors performing work at the work site are required to view Generator's
"Contractor/Visitor Safety Orientation" video, when applicable, and to read and
adhere to Generator's "Contractor/Visitor Safety Booklet" prior to performing
any work on the work Site.
(vi) Appropriate protective equipment will be worn by employees of TSP and
its contractors while on the work site. In addition, when any employee of TSP
and its contractors are performing work which may expose that person to
potential hazards, TSP acknowledges and agrees that such person will wear
appropriate clothing specific to and adequate for that exposure.
(vii) TSP will take all reasonable precautions to prevent any accident in
connection with the performance of work, including, but not limited to, putting
up and maintaining sufficient barriers and lights, if appropriate.
