NYISO Agreements --> Service Agreements --> IA among NYISO, NYSEG, and Brookside Solar
SERVICE AGREEMENT NO. 2899
29.13 Reservation of Rights.............................................................................................68
29.14 No Partnership. ......................................................................................................68
29.15 Other Transmission Rights. ...................................................................................69
29.16 Modifications Related to NYISO’s Compliance with Order No. 2023.................69
SERVICE AGREEMENT NO. 2899
APPENDICES
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SERVICE AGREEMENT NO. 2899
STANDARD INTERCONNECTION AGREEMENT
THIS STANDARD INTERCONNECTION AGREEMENT (“Agreement”) is made
and entered into this 26th day of June 2025, by and among: (i) Brookside Solar, LLC, a limited
liability company organized and existing under the laws of the State of Delaware (“Interconnection
Customer” with a Facility), (ii) the New York Independent System Operator, Inc., a not-for-profit
corporation organized and existing under the laws of the State of New York (“NYISO”), and (iii)
New York State Electric & Gas Corporation a corporation organized and existing under the laws
of the State of New York (“Connecting Transmission Owner”). Interconnection Customer, the
NYISO, or Connecting Transmission Owner each may be referred to as a “Party” or collectively
referred to as the “Parties.”
RECITALS
WHEREAS, NYISO operates the New York State Transmission System and Connecting Transmission Owner owns certain facilities included in the New York State Transmission System;
WHEREAS, Interconnection Customer intends to own, lease and/or control and operate the Facility identified in Appendix A to this Agreement; and,
WHEREAS, Interconnection Customer, NYISO, and Connecting Transmission Owner
have agreed to enter into this Agreement for the purpose of interconnecting the Facility with the
New York State Transmission System;
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein, it is agreed:
ARTICLE 1. DEFINITIONS
Whenever used in this Agreement with initial capitalization, the following terms shall have
the meanings specified in this Article 1. Terms used in this Agreement with initial capitalization
that are not defined in this Article 1 shall have the meanings specified in Section 1 of the ISO
OATT, Section 40.1 of Attachment HH of the OATT, the body of the Standard Interconnection
Procedures, or the body of this Agreement.
Affected System shall mean an electric system within the New York Control Area other
than the transmission system owned, controlled or operated by the Connecting Transmission
Owner that may be affected by the proposed interconnection.
Affected System Operator shall mean the entity that operates an Affected System. Affected System Operator includes the Affected Transmission Owners.
Affected Transmission Owner shall mean the New York public utility or authority (or its
designated agent) other than the Connecting Transmission Owner that (i) owns facilities used for
the transmission of Energy in interstate commerce and provides Transmission Service under the
ISO OATT, and (ii) owns, leases or otherwise possesses an interest in a portion of the New York
State Transmission System where System Deliverability Upgrades, System Upgrade Facilities,
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Affected Network Upgrade Facilities, or Network Upgrade Facilities are or will be installed
pursuant to Attachment P, Attachment X, Attachment S, or Attachment HH to the ISO OATT.
Affiliate shall mean, with respect to a person or entity, any individual, corporation,
partnership, firm, joint venture, association, joint-stock company, trust or unincorporated
organization, directly or indirectly controlling, controlled by, or under common control with, such
person or entity. The term “control” shall mean the possession, directly or indirectly, of the power
to direct the management or policies of a person or an entity. A voting interest of ten percent or
more shall create a rebuttable presumption of control.
Applicable Laws and Regulations shall mean all duly promulgated applicable federal,
state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or
judicial or administrative orders, permits and other duly authorized actions of any Governmental
Authority, including but not limited to Environmental Law.
Applicable Reliability Councils shall mean the Electric Reliability Organization, the NPCC and the NYSRC.
Applicable Reliability Standards shall mean the requirements and guidelines of the
Applicable Reliability Councils, and the Transmission District to which the Interconnection
Customer’s Facility is directly interconnected, as those requirements and guidelines are amended
and modified and in effect from time to time; provided that no Party shall waive its right to
challenge the applicability or validity of any requirement or guideline as applied to it in the context
of this Agreement.
Applicable Reliability Requirements: shall mean the NYSRC Reliability Rules, and
other criteria, standards and procedures, as described in Section 40.12.1.2 of this Attachment HH,
applied when conducting the Cluster Baseline Assessment and the Cluster Project Assessment;
provided that no Party shall waive its right to challenge the applicability or validity of any
requirement or guideline as applied to it in the context of the Standard Interconnection Procedures.
The Applicable Reliability Requirements applied are those in effect when the particular assessment
is commenced.
Attachment Facilities shall mean the Connecting Transmission Owner’s Attachment
Facilities and the Interconnection Customer’s Attachment Facilities. Collectively, Attachment
Facilities include all facilities and equipment between the Generating Facility or Cluster Study
Transmission Project and the Point of Interconnection, including any modification, additions or
upgrades that are necessary to physically and electrically interconnect the Facility to the New York
State Transmission System or Distribution System. Attachment Facilities are sole use facilities
and shall not include Stand Alone System Upgrade Facilities, Distribution Upgrades, System
Upgrade Facilities or System Deliverability Upgrades.
Balancing Authority shall mean an entity that integrates resource plans ahead of time,
maintains demand and resource balance within a Balancing Authority Area, and supports
interconnection frequency in real time.
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Balancing Authority Area shall mean the collection of generation, transmission, and
loads within the metered boundaries of the Balancing Authority. The Balancing Authority
maintains load-resource balance within this area.
Base Case shall mean the base case power flow, short circuit, and stability data bases used
for the Interconnection Studies or Cluster Study by the NYISO, Connecting Transmission Owner
or Interconnection Customer; as described, as applicable, in Section 30.2.3 of the Standard Large
Facility Interconnection Procedures or Section 40.2.6 of the Standard Interconnection Procedures.
Breach shall mean the failure of a Party to perform or observe any material term or condition of this Agreement.
Breaching Party shall mean a Party that is in Breach of this Agreement.
Business Day shall mean Monday through Friday, excluding federal holidays.
Calendar Day shall mean any day including Saturday, Sunday or a federal holiday.
Capacity Resource Interconnection Service (“CRIS”) shall mean the service provided
by NYISO to Interconnection Customers that satisfy the NYISO Deliverability Interconnection
Standard or that are otherwise eligible to receive CRIS in accordance with Attachment S or HH to
the ISO OATT; such service being one of the eligibility requirements for participation as a NYISO
Installed Capacity Supplier.
Class Year Interconnection Facilities Study (“Class Year Study”) shall mean a study
conducted by the NYISO or a third party consultant for the Interconnection Customer to determine
a list of facilities (including Connecting Transmission Owner’s Attachment Facilities, Distribution
Upgrades, System Upgrade Facilities and System Deliverability Upgrades as identified in the
Interconnection System Reliability Impact Study), the cost of those facilities, and the time required
to interconnect the Large Generating Facility or Class Year Transmission Project with the New
York State Transmission System or with the Distribution System. The scope of the study is defined
in Section 30.8 of the Large Facility Interconnection Procedures in Attachment X to the ISO
OATT.
Class Year Transmission Project shall mean an Interconnection Customer’s proposed
new transmission facility that will interconnect to the New York State Transmission System or a
proposed upgrade—an improvement to, addition to, or replacement of a part of an existing
transmission facility—to the New York State Transmission System, for which (1) the
Interconnection Customer is eligible to request and does request Capacity Resource
Interconnection Service, subject to the eligibility requirements set forth in the ISO Procedures; or
(2) the Interconnection Customer requests only Energy Resource Interconnection Service and the
transmission facility for which it requests Energy Resource Interconnection Service is a
transmission facility over which power flow can be directly controlled by power flow control
devices directly connected to the Class Year Transmission Project without having to re-dispatch
generation. Class Year Transmission Projects shall not include Attachment Facilities, Network
Upgrade Facilities, System Upgrade Facilities or System Deliverability Upgrades.
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Cluster shall mean a group of one or more Projects with validated Interconnection Requests that are studied together for the purpose of conducting a Cluster Study.
Cluster Study shall mean the study conducted, as applicable, by the ISO, Connecting
Transmission Owner, Affected Transmission Owner, Affected System Operator or a third party
consultant for the Interconnection Customer to determine a list of facilities (including Connecting
Transmission Owner’s Attachment Facilities, Distribution Upgrades, System Upgrade Facilities
and System Deliverability Upgrades), the cost of those facilities, and the time required to
interconnect the Generating Facility or Cluster Study Transmission Project with the New York
State Transmission System or with the Distribution System. The Cluster Study includes the Phase
1 Study and the Phase 2 Study.
Cluster Study Transmission Project shall mean an Interconnection Customer’s proposed
new transmission facility that will interconnect to the New York State Transmission System or a
proposed upgrade—an improvement to, addition to, or replacement of a part of an existing
transmission facility—to the New York State Transmission System, for which (1) the
Interconnection Customer is eligible to request and does request Capacity Resource
Interconnection Service, subject to the eligibility requirements set forth in the ISO Procedures; or
(2) the Interconnection Customer requests only Energy Resource Interconnection Service and the
transmission facility for which it requests Energy Resource Interconnection Service is a
transmission facility over which power flow can be directly controlled by power flow control
devices directly connected to the Cluster Study Transmission Project without having to re-dispatch
generation. Cluster Study Transmission Projects shall not include Attachment Facilities, Network
Upgrade Facilities, System Upgrade Facilities or System Deliverability Upgrades.
Commercial Operation shall mean the status of a Facility that has commenced generating
or transmitting electricity for sale, excluding electricity generated or transmitted during Trial
Operation.
Commercial Operation Date of a unit shall mean the date on which the Facility
commences Commercial Operation, notice of which must be provided by the Interconnection
Customer to the NYISO and Connecting Transmission Owner in the form provided in Appendix
E-2 to this Agreement.
Confidential Information shall mean any information that is defined as confidential by Article 22 of this Agreement.
Connecting Transmission Owner shall mean the New York public utility or authority (or
its designated agent) that (i) owns facilities used for the transmission of Energy in interstate
commerce and provides Transmission Service under the ISO OATT, (ii) owns, leases or otherwise
possesses an interest in the portion of the New York State Transmission System or Distribution
System at the Point of Interconnection, and (iii) is a Party to this Agreement. For purposes of this
Agreement, the Connecting Transmission Owner is set forth in the preamble of this Agreement.
Connecting Transmission Owner’s Attachment Facilities shall mean all facilities and
equipment owned, controlled or operated by the Connecting Transmission Owner from the Point
of Change of Ownership to the Point of Interconnection as identified in Appendix A to this
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Agreement, including any modifications, additions or upgrades to such facilities and equipment.
Connecting Transmission Owner’s Attachment Facilities are sole use facilities and shall not
include Distribution Upgrades, Stand Alone System Upgrade Facilities, System Upgrade
Facilities, or System Deliverability Upgrades.
Contingent Facilities shall mean those Attachment Facilities, Distribution Upgrades,
System Upgrade Facilities, and/or System Deliverability Upgrades associated with Class Year
Projects or Cluster Study Projects upon which the Facility’s Class Year Study or Cluster Study
Project Cost Allocations are dependent, and if delayed or not built, could impact the actual costs
and timing of the Facility’s Project Cost Allocation for System Upgrade Facilities or System
Deliverability Upgrades.
Default shall mean the failure of a Party in Breach of this Agreement to cure such Breach in accordance with Article 17 of this Agreement.
Distribution System shall mean the Connecting Transmission Owner’s facilities and
equipment used to distribute electricity that are subject to FERC jurisdiction, and are subject to the
NYISO’s Standard Interconnection Procedures in Attachment HH to the ISO OATT under FERC
Order Nos. 2003 and/or 2006. The term Distribution System shall not include LIPA’s distribution
facilities.
Distribution Upgrades shall mean the modifications or additions to the existing
Distribution System at or beyond the Point of Interconnection that are required for the Facility to
connect reliably to the system in a manner that meets the NYISO Minimum Interconnection
Standard. Distribution Upgrades do not include Attachment Facilities, System Upgrade Facilities,
or System Deliverability Upgrades.
Effective Date shall mean the date on which this Agreement becomes effective in accordance with Article 2.1 of this Agreement.
Electric Reliability Organization (“ERO”) shall mean the North American Electric Reliability Corporation or its successor organization.
Emergency State shall mean the condition or state that the New York State Power System
is in when an abnormal condition occurs that requires automatic or immediate manual action to
prevent or limit loss of the New York State Transmission System or Generators that could
adversely affect the reliability of the New York State Power System.
Energy Resource Interconnection Service (“ERIS”) shall mean the service provided by
NYISO to interconnect the Interconnection Customer’s Generating Facility, Class Year
Transmission Project, or Cluster Study Transmission Project to the New York State Transmission
System or to the Distribution System in accordance with the NYISO Minimum Interconnection
Standard, to enable the New York State Transmission System to receive Energy and Ancillary
Services from the Generating Facility, Class Year Transmission Project, or Cluster Study
Transmission Project, pursuant to the terms of the ISO OATT.
Environmental Law shall mean Applicable Laws and Regulations relating to pollution or protection of the environment or natural resources.
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Facility shall mean, as applicable, the Generating Facility, Class Year Transmission Project, or Cluster Study Transmission Project.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et seq. (“FPA”).
FERC shall mean the Federal Energy Regulatory Commission (“Commission”) or its successor.
Force Majeure shall mean any act of God, labor disturbance, act of the public enemy, war,
insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment,
any order, regulation or restriction imposed by governmental, military or lawfully established
civilian authorities, or any other cause beyond a Party’s control. A Force Majeure event does not
include acts of negligence or intentional wrongdoing by the Party claiming Force Majeure.
Generating Facility shall mean Interconnection Customer’s device(s) for the production
and/or storage for later injection of electricity identified in the Interconnection Request, but shall
not include: the Interconnection Customer’s Attachment Facilities or Distribution Upgrades. A
facility comprised of multiple Generators will be treated as a single Generating Facility if the
facility proposed in the Interconnection Request is comprised of multiple Generators behind a
single Point of Interconnection, even if such Generators are different technology types.
Generating Facility Capacity shall mean the net seasonal capacity of the Generating
Facility or the aggregate net seasonal capacity of the Generating Facility consisting of more than
one device for a production and/or storage for later injection.
Good Utility Practice shall mean any of the practices, methods and acts engaged in or
approved by a significant portion of the electric industry during the relevant time period, or any of
the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts
known at the time the decision was made, could have been expected to accomplish the desired
result at a reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to delineate acceptable practices, methods, or acts
generally accepted in the region.
Governmental Authority shall mean any federal, state, local or other governmental
regulatory or administrative agency, court, commission, department, board, or other governmental
subdivision, legislature, rulemaking board, tribunal, or other governmental authority having
jurisdiction over any of the Parties, their respective facilities, or the respective services they
provide, and exercising or entitled to exercise any administrative, executive, police, or taxing
authority or power; provided, however, that such term does not include Interconnection Customer,
NYISO, Affected Transmission Owner, Affected System Operator, Connecting Transmission
Owner, or any Affiliate thereof.
Hazardous Substances shall mean 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,”
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“toxic substances,” “radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or
words of similar meaning and regulatory effect under any applicable Environmental Law, or any
other chemical, material or substance, exposure to which is prohibited, limited or regulated by any
applicable Environmental Law.
Initial Backfeed Date shall mean the date upon which the Interconnection Customer
reasonably expects it will be ready to begin use of the Connecting Transmission Owner’s
Attachment Facilities to obtain back feed power. Initial Backfeed Date shall include the term In-
Service Date as that term is used in Attachments S, X, and Z to the ISO OATT.
Interconnection Customer shall mean any entity, including the Connecting Transmission
Owner or any of its affiliates or subsidiaries, that proposes to interconnect its Generating Facility,
Class Year Transmission Project, or Cluster Study Transmission Project with the New York State
Transmission System or the Distribution System. For purposes of applying the requirements in
this Agreement, an Interconnection Customer shall include an entity that was categorized as a
Developer under the NYISO’s Standard Large Facility Interconnection Procedures.
Interconnection Customer’s Attachment Facilities shall mean all facilities and
equipment that are located between the Generating Facility, Class Year Transmission Project, or
Cluster Study Transmission Project and the Point of Change of Ownership as identified in
Appendix A to this Agreement, including any modification, addition, or upgrades to such facilities
and equipment necessary to physically and electrically interconnect the Generating Facility, Class
Year Transmission Project, or Cluster Study Transmission Project to the New York State
Transmission System or Distribution System. Interconnection Customer’s Attachment Facilities
are sole use facilities. For purposes of applying the requirements in this Agreement,
Interconnection Customer’s Attachment Facilities shall include facilities that were categorized as
Developer’s Attachment Facilities under the NYISO’s Standard Large Facility Interconnection
Procedures or Interconnection Customer’s Interconnection Facilities under the NYISO’s Small
Generator Interconnection Procedures.
Interconnection Request shall mean Interconnection Customer’s request, in the form of
Appendix 1 to the Standard Interconnection Procedures in Attachment HH to the ISO OATT or
Appendix 1 to the Standard Large Facility Interconnection Procedures in Attachment X to the ISO
OATT, in accordance with the ISO OATT, to interconnect a new Facility, Class Year Transmission
Project, or Cluster Study Transmission Project to the New York State Transmission System or to
the Distribution System, or to materially increase the capacity of, or make a material modification
to the operating characteristics of, an existing Generating Facility, Class Year Transmission
Project, or Cluster Study Transmission Project that is interconnected with the New York State
Transmission System or with the Distribution System. For purposes of the Interconnection
Request, a facility comprised of multiple Generators behind the same Point of Interconnection may
be considered a single Generating Facility, provided the Interconnection Request identifies a single
Interconnection Customer.
IRS shall mean the Internal Revenue Service.
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ISO Services Tariff shall mean the NYISO Market Administration and Control Area
Tariff, as filed with the Commission, and as amended or supplemented from time to time, or any
successor tariff thereto.
ISO OATT shall mean the NYISO Open Access Transmission Tariff, as filed with the Commission, and as amended or supplemented from time to time, or any successor tariff.
Material Modification shall mean those modifications that have a material impact on the cost or timing of any Interconnection Request with an equal or later Queue Position.
Metering Equipment shall mean all metering equipment installed or to be installed at the
Facility pursuant to this Agreement at the metering points, including but not limited to instrument
transformers, MWh-meters, data acquisition equipment, transducers, remote terminal unit,
communications equipment, phone lines, and fiber optics.
New York State Transmission System shall mean the entire New York State electric
transmission system, which includes (i) the Transmission Facilities Under ISO Operational
Control; (ii) the Transmission Facilities Requiring ISO Notification; and (iii) all remaining
transmission facilities within the New York Control Area.
Notice of Dispute shall mean a written notice of a dispute or claim pursuant to Article 27.1 of this Agreement that arises out of or in connection with this Agreement or its performance.
NPCC shall mean the Northeast Power Coordinating Council or its successor organization.
NYISO Tariffs shall mean the ISO OATT and ISO Services Tariff.
NYSRC shall mean the New York State Reliability Council or its successor organization.
Party or Parties shall mean NYISO, Connecting Transmission Owner, or Interconnection Customer or any combination of the above.
Point of Change of Ownership shall mean the point where the Interconnection
Customer’s Attachment Facilities connect to the Connecting Transmission Owner’s Attachment
Facilities. The Point of Change of Ownership is set forth in Appendix A to this Agreement.
Point of Interconnection shall mean the point where the Attachment Facilities connect to
the New York State Transmission System or to the Distribution System. The Point of
Interconnection is set forth in Appendix A to this Agreement.
Provisional Interconnection Service shall mean interconnection service provided by the
NYISO associated with interconnecting the Interconnection Customer’s Facility to the New York
State Transmission System (or Distribution System as applicable) and enabling the transmission
system to receive electric energy from the Facility at the Point of Interconnection, pursuant to the
terms of the Provisional Standard Interconnection Agreement and, if applicable, the ISO OATT.
Provisional Standard Interconnection Agreement shall mean the interconnection agreement for Provisional Interconnection Service established between the NYISO, Connecting
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Transmission Owner(s), and the Interconnection Customer. This agreement shall take the form of
the Standard Interconnection Agreement, modified for provisional purposes and type of facility.
Reasonable Efforts shall mean, with respect to an action required to be attempted or taken
by a Party under this Agreement, efforts that are timely and consistent with Good Utility Practice
and are otherwise substantially equivalent to those a Party would use to protect its own interests.
Retired shall mean a Generator that has permanently ceased operating on or after May 1,
2015 either: i) pursuant to applicable notice; or ii) as a result of the expiration of its Mothball
Outage or its ICAP Ineligible Forced Outage.
Site Control shall mean the necessary land right sufficient to develop, construct, operate,
and maintain the Facility over a term of at least ten (10) years from the date of submission of the
Interconnection Request. Site Control may be demonstrated by documentation establishing:
(1) ownership of, a leasehold interest in, or a right to develop a site of sufficient size to construct
and operate the Facility; (2) an option to purchase or acquire a leasehold site of sufficient size to
construct and operate the Facility; or (3) any other documentation that clearly demonstrates the
right of Interconnection Customer to occupy a site of sufficient size to construct and operate the
Facility. The term “necessary land right” restricts the use of the site for mutually exclusive
projects, but does not restrict multi-use applications of the site in addition to its use for the Facility,
such as agriculture, ranching, etc. The ISO will maintain acreage requirements and other
applicable parameters for each facility type on its OASIS or public website.
Stand Alone System Upgrade Facilities shall mean System Upgrade Facilities that are
not part of an Affected System that an Interconnection Customer may construct without affecting
day-to-day operations of the New York State Transmission System during their construction. The
ISO, the Connecting Transmission Owner, and the Interconnection Customer must agree as to
what constitutes Stand Alone System Upgrade Facilities and identify them in Appendix A to the
Standard Interconnection Agreement. If the ISO, the Connecting Transmission Owner, and the
Interconnection Customer disagree about whether a particular System Upgrade Facility is a Stand
Alone System Upgrade Facility, the ISO and the Connecting Transmission Owner must provide
the Interconnection Customer a written technical explanation outlining why the ISO and the
Connecting Transmission Owner do not consider the System Upgrade Facility to be a Stand Alone
System Upgrade Facility within fifteen (15) Business Days of its determination.
Standard Interconnection Agreement (“IA”) shall mean this agreement, which is the
form of interconnection agreement applicable to an Interconnection Request pertaining to a
Generating Facility, Class Year Transmission Project, or Cluster Study Transmission Project, that
is included in Attachment HH of the ISO OATT.
Standard Interconnection Procedures (“Interconnection Procedures” or “SIP”) shall
mean the interconnection procedures applicable to an Interconnection Request pertaining to a
Generating Facility or Cluster Study Transmission Project that are included in this Attachment HH
of the ISO OATT.
Standard Large Facility Interconnection Procedures (“Large Facility Interconnection Procedures” or “LFIP”) shall mean the interconnection procedures applicable
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to an Interconnection Request pertaining to a Large Generating Facility or Class Year
Transmission Project that are included in Attachment X of the ISO OATT.
Standard Upgrade Construction Agreement shall mean the agreement contained in
Appendix 16 to Attachment HH that is made, as applicable, among: (i) the ISO, (ii) the Affected
System Operator or Affected Transmission Owner, and (iii) the Interconnection Customer or
Affected System Interconnection Customer to facilitate the construction of and to set forth cost
responsibility for necessary System Upgrades Facilities, System Deliverability Upgrades, or
Affected System Network Upgrades on the New York State Transmission System or Distribution
System.
Standard Multiparty Upgrade Construction Agreement shall mean the agreement
contained in Appendix 17 to Attachment HH that is made, as applicable, among (i) the ISO, (ii)
the Affected System Operator or Affected Transmission Owner, and (iii) multiple Interconnection
Customers or Affected System Interconnection Customers to facilitate the construction of and to
set forth cost responsibility for necessary System Upgrade Facilities, System Deliverability
Upgrades, or Affected System Network Upgrades on the New York State Transmission System or
Distribution System.
Synchronization Date shall mean the date upon which the Generating Facility, Class Year
Transmission Project, or Cluster Study Transmission Project is initially synchronized and upon
which Trial Operation begins, notice of which must be provided by the Interconnection Customer
to the NYISO and Connecting Transmission Owner in the form provided in Appendix E-1.
Synchronization Date shall include the term Initial Synchronization Date as that term is used in
Attachments S, X, and Z to the ISO OATT.
System Deliverability Upgrades shall mean the least costly configuration of
commercially available components of electrical equipment that can be used, consistent with Good
Utility Practice and Applicable Reliability Requirements, to make the modifications or additions
to Byways and Highways and Other Interfaces on the existing New York State Transmission
System and Distribution System that are required for the proposed project to connect reliably to
the system in a manner that meets the NYISO Deliverability Interconnection Standard at the
requested level of Capacity Resource Interconnection Service.
System Protection Facilities shall mean the equipment, including necessary protection
signal communications equipment, required to (1) protect the New York State Transmission
System from faults or other electrical disturbances occurring at the Facility and (2) protect the
Facility from faults or other electrical system disturbances occurring on the New York State
Transmission System or on other delivery systems or other generating systems to which the New
York State Transmission System is directly connected.
System Upgrade Facilities shall mean the least costly configuration of commercially
available components of electrical equipment that can be used, consistent with Good Utility
Practice and Applicable Reliability Requirements, to make the modifications to the existing
transmission system that are required to maintain system reliability due to: (i) changes in the
system, including such changes as load growth and changes in load pattern, to be addressed in the
form of generic generation or transmission projects; and (ii) proposed interconnections. In the
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case of proposed interconnection projects, System Upgrade Facilities are the modifications or
additions to the existing New York State Transmission System that are required for the proposed
project to connect reliably to the system in a manner that meets the NYISO Minimum
Interconnection Standard.
Trial Operation shall mean the period during which Interconnection Customer is engaged in on-site test operations and commissioning of the Facility prior to Commercial Operation.
ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION
2.1 Effective Date.
This Agreement shall become effective upon execution by the Parties, subject to
acceptance by FERC, or if filed unexecuted, upon the date specified by FERC. The NYISO and
Connecting Transmission Owner shall promptly file this Agreement with FERC upon execution
in accordance with Article 3.
2.2 Term of Agreement.
Subject to the provisions of Article 2.3, this Agreement shall remain in effect for a period
of twenty (20) years from the Effective Date and shall be automatically renewed for each
successive one-year period thereafter.
2.3 Termination.
2.3.1 Written Notice.
This Agreement may be terminated:
(i) by the Interconnection Customer after giving the NYISO and Connecting
Transmission Owner ninety (90) Calendar Days advance written notice; or
(ii) by the NYISO and Connecting Transmission Owner by providing written notice to
Interconnection Customer after, as applicable, the Generating Facility is Retired or the Class Year
Transmission Project or Cluster Study Transmission Project permanently ceases Commercial
Operation.
2.3.2 Default.
Any Party may terminate this Agreement in accordance with Article 17.
2.3.3 Compliance.
Notwithstanding Articles 2.3.1 and 2.3.2, no termination of this Agreement shall become
effective until the Parties have complied with all Applicable Laws and Regulations applicable to
such termination, including the filing with FERC of a notice of termination of this Agreement,
which notice has been accepted for filing by FERC.
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2.4 Termination Costs.
If a Party elects to terminate this Agreement pursuant to Article 2.3.1 above, the
terminating Party shall pay all costs incurred (including any cancellation costs relating to orders
or contracts for Attachment Facilities and equipment) or charges assessed by the other Parties, as
of the date of the other Parties’ receipt of such notice of termination, that are the responsibility of
the terminating Party under this Agreement. In the event of termination by a Party, all Parties shall
use commercially Reasonable Efforts to mitigate the costs, damages and charges arising as a
consequence of termination. Upon termination of this Agreement, unless otherwise ordered or
approved by FERC:
2.4.1 With respect to any portion of the Connecting Transmission Owner’s Attachment
Facilities that have not yet been constructed or installed, the Connecting Transmission Owner shall
to the extent possible and with Interconnection Customer’s authorization cancel any pending
orders of, or return, any materials or equipment for, or contracts for construction of, such facilities;
provided that in the event Interconnection Customer elects not to authorize such cancellation,
Interconnection Customer shall assume all payment obligations with respect to such materials,
equipment, and contracts, and the Connecting Transmission Owner shall deliver such material and
equipment, and, if necessary, assign such contracts, to Interconnection Customer as soon as
practicable, at Interconnection Customer’s expense. To the extent that Interconnection Customer
has already paid Connecting Transmission Owner for any or all such costs of materials or
equipment not taken by Interconnection Customer, Connecting Transmission Owner shall
promptly refund such amounts to Interconnection Customer, less any costs, including penalties
incurred by the Connecting Transmission Owner to cancel any pending orders of or return such
materials, equipment, or contracts.
If Interconnection Customer terminates this Agreement, it shall be responsible for all costs
incurred in association with Interconnection Customer’s interconnection, including any
cancellation costs relating to orders or contracts for Attachment Facilities and equipment, and other
expenses including any System Upgrade Facilities and System Deliverability Upgrades for which
the Connecting Transmission Owner has incurred expenses and has not been reimbursed by the
Interconnection Customer.
2.4.2 Connecting Transmission Owner may, at its option, retain any portion of such
materials, equipment, or facilities that Interconnection Customer chooses not to accept delivery of,
in which case Connecting Transmission Owner shall be responsible for all costs associated with
procuring such materials, equipment, or facilities.
2.4.3 With respect to any portion of the Attachment Facilities, and any other facilities
already installed or constructed pursuant to the terms of this Agreement, Interconnection Customer
shall be responsible for all costs associated with the removal, relocation or other disposition or
retirement of such materials, equipment, or facilities.
2.5 Disconnection.
Upon termination of this Agreement, Interconnection Customer and Connecting Transmission Owner will take all appropriate steps to disconnect the Interconnection Customer’s
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Facility from the New York State Transmission System or Distribution System. All costs required
to effectuate such disconnection shall be borne by the terminating Party, unless such termination
resulted from the non-terminating Party’s Default of this Agreement or such non-terminating Party
otherwise is responsible for these costs under this Agreement.
2.6 Survival.
This Agreement shall continue in effect after termination to the extent necessary to provide
for final billings and payments and for costs incurred hereunder; including billings and payments
pursuant to this Agreement; to permit the determination and enforcement of liability and
indemnification obligations arising from acts or events that occurred while this Agreement was in
effect; and to permit Interconnection Customer and Connecting Transmission Owner each to have
access to the lands of the other pursuant to this Agreement or other applicable agreements, to
disconnect, remove or salvage its own facilities and equipment.
ARTICLE 3. REGULATORY FILINGS
NYISO and Connecting Transmission Owner shall file this Agreement (and any
amendment hereto) with the appropriate Governmental Authority, if required. Any information
related to studies for interconnection asserted by Interconnection Customer to contain Confidential
Information shall be treated in accordance with Article 22 of this Agreement and Attachment F to
the ISO OATT. If the Interconnection Customer has executed this Agreement, or any amendment
thereto, Interconnection Customer shall reasonably cooperate with NYISO and Connecting
Transmission Owner with respect to such filing and to provide any information reasonably
requested by NYISO and Connecting Transmission Owner needed to comply with Applicable
Laws and Regulations.
ARTICLE 4. SCOPE OF INTERCONNECTION SERVICE
4.1 Provision of Service.
NYISO will provide Interconnection Customer with interconnection service of the
following type for the term of this Agreement.
4.1.1 Product.
Subject to Article 4.1.2, NYISO will provide Energy Resource Interconnection Service and
Capacity Resource Interconnection Service to Interconnection Customer at the Point of
Interconnection.
4.1.2 Execution of Agreement Prior to Completion of Class Year Study or Cluster Study.
If the Agreement, including a Provisional Standard Interconnection Agreement, is executed
prior to the completion of, as applicable, the Class Year Study or Cluster Study for the Facility,
Interconnection Customer shall, as applicable: (i) in the Class Year Study decision process accept
the Project Cost Allocation and post Security for any System Upgrade Facilities that are identified
for the Facility and cost allocated in the Class Year Study, or (ii) in the Cluster Study decision
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process accept the Project Cost Allocation and post Security for any Connecting Transmission
Owner’s Attachment Facilities, System Upgrade Facilities, and Distribution Upgrades that are
identified for the Facility and cost allocated in the Cluster Study. Interconnection Customer must
accept such cost allocation and post the required Security even if the Project Cost Allocation
exceeds the estimate included in this Agreement and includes equipment not identified in the
Agreement. Unless Interconnection Customer otherwise obtains CRIS in accordance with the
requirements in Attachments S or HH to the OATT, Interconnection Customer cannot participate as
an Installed Capacity Supplier until after, as applicable, the Class Year Study or Cluster Study is
completed and (1) the project is deemed deliverable and Interconnection Customer accepts its
Deliverable MWs, or (2) the Interconnection Customer accepts its Project Cost Allocation and posts
Security for any required System Deliverability Upgrades. If the upgrades or cost estimates identified
in the Class Year Study or Cluster Study or otherwise determined in accordance with Attachments S
or HH differ from the amounts and description in this Agreement, the Parties shall amend the
Agreement, pursuant to Articles 29.11 and 29.12 of this Agreement, to reflect the results of, as
applicable, the Class Year Study or Cluster Study.
4.1.3 Interconnection Customer is responsible for ensuring that its actual Facility
output matches the scheduled delivery from the Facility to the New York State Transmission
System, consistent with the scheduling requirements of the NYISO’s FERC-approved market
structure, including ramping into and out of such scheduled delivery, as measured at the Point of
Interconnection, consistent with the scheduling requirements of the ISO OATT and any applicable
FERC-approved market structure.
4.2 No Transmission Delivery Service.
The execution of this Agreement does not constitute a request for, nor agreement to
provide, any Transmission Service under the ISO OATT, and does not convey any right to deliver
electricity to any specific customer or Point of Delivery. If Interconnection Customer wishes to
obtain Transmission Service on the New York State Transmission System, then Interconnection
Customer must request such Transmission Service in accordance with the provisions of the ISO
OATT.
4.3 No Other Services.
The execution of this Agreement does not constitute a request for, nor agreement to provide
Energy, any Ancillary Services or Installed Capacity under the ISO Services Tariff. If
Interconnection Customer wishes to supply Energy, Installed Capacity or Ancillary Services, then
Interconnection Customer will make application to do so in accordance with the ISO Services
Tariff.
ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING,
PROCUREMENT, AND CONSTRUCTION
5.1 Options.
Unless otherwise mutually agreed to by Interconnection Customer and Connecting
Transmission Owner, Interconnection Customer shall select the Initial Backfeed Date,
Synchronization Date, and Commercial Operation Date; and either the Standard Option or
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Alternate Option set forth below, and such dates and selected option shall be set forth in
Appendix B hereto. At the same time, Interconnection Customer shall indicate whether it elects
to exercise the Option to Build set forth in Article 5.1.3 below. If the dates designated by
Interconnection Customer are not acceptable to the Connecting Transmission Owner, the
Connecting Transmission Owner shall so notify Interconnection Customer within thirty (30)
Calendar Days. Upon receipt of the notification that Interconnection Customer’s designated dates
are not acceptable to the Connecting Transmission Owner, Interconnection Customer shall notify
the Connecting Transmission Owner within thirty (30) Calendar Days whether it elects to exercise
the Option to Build if it has not already elected to exercise the Option to Build.
5.1.1 Standard Option.
The Connecting Transmission Owner shall design, procure, and construct the Connecting
Transmission Owner’s Attachment Facilities, System Upgrade Facilities and System
Deliverability Upgrades, using Reasonable Efforts to complete the Connecting Transmission
Owner’s Attachment Facilities, System Upgrade Facilities and System Deliverability Upgrades by
the dates set forth in Appendix B hereto. The Connecting Transmission Owner shall not be
required to undertake any action which is inconsistent with its standard safety practices, its material
and equipment specifications, its design criteria and construction procedures, its labor agreements,
and Applicable Laws and Regulations. In the event the Connecting Transmission Owner
reasonably expects that it will not be able to complete the Connecting Transmission Owner’s
Attachment Facilities, System Upgrade Facilities and System Deliverability Upgrades by the
specified dates, the Connecting Transmission Owner shall promptly provide written notice to
Interconnection Customer and NYISO, and shall undertake Reasonable Efforts to meet the earliest
dates thereafter.
5.1.2 Alternate Option.
If the dates designated by Interconnection Customer are acceptable to Connecting
Transmission Owner, the Connecting Transmission Owner shall so notify Interconnection
Customer and NYISO within thirty (30) Calendar Days, and shall assume responsibility for the
design, procurement and construction of the Connecting Transmission Owner’s Attachment
Facilities by the designated dates. If Connecting Transmission Owner subsequently fails to
complete Connecting Transmission Owner’s Attachment Facilities by the Initial Backfeed Date,
to the extent necessary to provide back feed power; or fails to complete System Upgrade Facilities
or System Deliverability Upgrades by the Synchronization Date to the extent necessary to allow
for Trial Operation at full power output, unless other arrangements are made by Interconnection
Customer and Connecting Transmission Owner for such Trial Operation; or fails to complete the
System Upgrade Facilities and System Deliverability Upgrades by the Commercial Operation
Date, as such dates are reflected in Appendix B hereto; Connecting Transmission Owner shall pay
Interconnection Customer liquidated damages in accordance with Article 5.3, Liquidated
Damages, provided, however, the dates designated by Interconnection Customer shall be extended
day for day for each day that NYISO refuses to grant clearances to install equipment.
5.1.3 Option to Build.
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Individual or multiple Interconnection Customer(s) shall have the option to assume
responsibility for the design, procurement and construction of Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities on the dates specified in
Article 5.1.2 if the requirements in this Article 5.1.3 are met. When multiple Interconnection
Customers may agree to exercise this option, multiple Interconnection Customers may agree to
exercise this option provided (1) all Connecting Transmission Owner’s Attachment Facilities and
Stand Alone System Upgrade Facilities constructed under this option are only required for
Interconnection Customers in a single Cluster and (2) all impacted Interconnection Customers
execute and provide to the NYISO and Connecting Transmission Owner an agreement regarding
responsibilities and payments for the construction of the Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities planned to be built under this
option. NYISO, Connecting Transmission Owner, and the individual Interconnection Customer
or each of the multiple Interconnection Customers must agree as to what constitutes Stand Alone
System Upgrade Facilities and identify such Stand Alone System Upgrade Facilities in
Appendix A hereto. Except for Stand Alone System Upgrade Facilities, Interconnection Customer
shall have no right to construct System Upgrade Facilities or System Deliverability Upgrades
under this option.
5.1.4 Negotiated Option.
If the dates designated by Interconnection Customer are not acceptable to the Connecting
Transmission Owner, Interconnection Customer and Connecting Transmission Owner shall in
good faith attempt to negotiate terms and conditions (including revision of the specified dates and
liquidated damages, the provision of incentives or the procurement and construction of all facilities
other than the Connecting Transmission Owner’s Attachment Facilities and Stand Alone System
Upgrade Facilities if Interconnection Customer elects to exercise the Option to Build under
Article 5.1.3. If the two Parties are unable to reach agreement on such terms and conditions, then,
pursuant to Article 5.1.1 (Standard Option), Connecting Transmission Owner shall assume
responsibility for the design, procurement and construction of all facilities other than the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities if Interconnection Customer elects to exercise the Option to Build.
5.2 General Conditions Applicable to Option to Build.
If Interconnection Customer assumes responsibility for the design, procurement and
construction of the Connecting Transmission Owner’s Attachment Facilities and Stand Alone
System Upgrade Facilities, the following conditions apply:
5.2.1 Interconnection Customer shall engineer, procure equipment, and construct the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities (or portions thereof) using Good Utility Practice and using standards and specifications
provided in advance by the Connecting Transmission Owner;
5.2.2 Interconnection Customer’s engineering, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities shall comply with all requirements of law to which Connecting Transmission Owner
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would be subject in the engineering, procurement or construction of the Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities;
5.2.3 Connecting Transmission Owner shall review and approve the engineering
design, equipment acceptance tests, and the construction of the Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities;
5.2.4 Prior to the commencement of construction, Interconnection Customer shall
provide to Connecting Transmission Owner and NYISO a schedule for construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities, and shall promptly respond to requests for information from Connecting Transmission
Owner or NYISO;
5.2.5 At any time during construction, Connecting Transmission Owner shall have the
right to gain unrestricted access to the Connecting Transmission Owner’s Attachment Facilities
and Stand Alone System Upgrade Facilities and to conduct inspections of the same;
5.2.6 At any time during construction, should any phase of the engineering, equipment
procurement, or construction of the Connecting Transmission Owner’s Attachment Facilities and
Stand Alone System Upgrade Facilities not meet the standards and specifications provided by
Connecting Transmission Owner, Interconnection Customer shall be obligated to remedy
deficiencies in that portion of the Connecting Transmission Owner’s Attachment Facilities and
Stand Alone System Upgrade Facilities;
5.2.7 Interconnection Customer shall indemnify Connecting Transmission Owner and
NYISO for claims arising from Interconnection Customer’s construction of Connecting
Transmission Owner’s Attachment Facilities, Stand Alone System Upgrade Facilities under
procedures applicable to Article 18.1 Indemnity;
5.2.8 Interconnection Customer shall transfer control of Connecting Transmission
Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities to the Connecting
Transmission Owner;
5.2.9 Unless Interconnection Customer and Connecting Transmission Owner otherwise
agree, Interconnection Customer shall transfer ownership of Connecting Transmission Owner’s
Attachment Facilities and Stand Alone System Upgrade Facilities to Connecting Transmission
Owner;
5.2.10 Connecting Transmission Owner shall approve and accept for operation and
maintenance the Connecting Transmission Owner’s Attachment Facilities and Stand Alone
System Upgrade Facilities to the extent engineered, procured, and constructed in accordance with
this Article 5.2;
5.2.11 Interconnection Customer shall deliver to NYISO and Connecting Transmission
Owner “as built” drawings, information, and any other documents that are reasonably required by
NYISO or Connecting Transmission Owner to assure that the Attachment Facilities and Stand
Alone System Upgrade Facilities are built to the standards and specifications required by
Connecting Transmission Owner; and
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5.2.12 If Interconnection Customer exercises the Option to Build pursuant to
Article 5.1.3 , Interconnection Customer shall pay the Connecting Transmission Owner the agreed
upon amount of $5,772,000.00 for the Connecting Transmission Owner to execute the
responsibilities enumerated to Connecting Transmission Owner under Article 5.2. The Connecting
Transmission Owner shall invoice Interconnection Customer for this total amount to be divided
on a monthly basis pursuant to Article 12.
5.3 Liquidated Damages.
The actual damages to Interconnection Customer, in the event the Connecting
Transmission Owner’s Attachment Facilities, System Upgrade Facilities or System Deliverability
Upgrades are not completed by the dates designated by Interconnection Customer and accepted by
the Connecting Transmission Owner pursuant to subparagraphs 5.1.2 or 5.1.4, above, may include
Interconnection Customer’s fixed operation and maintenance costs and lost opportunity costs.
Such actual damages are uncertain and impossible to determine at this time. Because of such
uncertainty, any liquidated damages paid by the Connecting Transmission Owner to
Interconnection Customer in the event that Connecting Transmission Owner does not complete
any portion of the Connecting Transmission Owner’s Attachment Facilities, System Upgrade
Facilities or System Deliverability Upgrades by the applicable dates, shall be an amount equal to
1/2 of 1 percent per day of the actual cost of the Connecting Transmission Owner’s Attachment
Facilities, System Upgrade Facilities and System Deliverability Upgrades, in the aggregate, for
which Connecting Transmission Owner has assumed responsibility to design, procure and
construct.
However, in no event shall the total liquidated damages exceed 20 percent of the actual
cost of the Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities
and System Deliverability Upgrades for which the Connecting Transmission Owner has assumed
responsibility to design, procure, and construct. The foregoing payments will be made by the
Connecting Transmission Owner to Interconnection Customer as just compensation for the
damages caused to Interconnection Customer, which actual damages are uncertain and impossible
to determine at this time, and as reasonable liquidated damages, but not as a penalty or a method
to secure performance of this Agreement. Liquidated damages, when Interconnection Customer
and Connecting Transmission Owner agree to them, are the exclusive remedy for the Connecting
Transmission Owner’s failure to meet its schedule.
Further, Connecting Transmission Owner shall not pay liquidated damages to
Interconnection Customer if: (1) Interconnection Customer is not ready to commence use of the
Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities or System
Deliverability Upgrades to take the delivery of power for the Interconnection Customer’s Facility’s
Trial Operation or to export power from Interconnection Customer’s Facility on the specified
dates, unless Interconnection Customer would have been able to commence use of the Connecting
Transmission Owner’s Attachment Facilities, System Upgrade Facilities or System Deliverability
Upgrades to take the delivery of power for Interconnection Customer’s Facility’s Trial Operation
or to export power from the Interconnection Customer’s Facility, but for Connecting Transmission
Owner’s delay; (2) the Connecting Transmission Owner’s failure to meet the specified dates is the
result of the action or inaction of Interconnection Customer or any other Interconnection Customer
who has entered into an interconnection agreement with the Connecting Transmission Owner and
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NYISO, or action or inaction by any other Party, or any other cause beyond Connecting
Transmission Owner’s reasonable control or reasonable ability to cure; (3) Interconnection
Customer has assumed responsibility for the design, procurement and construction of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities; or (4) the Connecting Transmission Owner and Interconnection Customer have
otherwise agreed. In no event shall NYISO have any liability whatever to Interconnection
Customer for liquidated damages associated with the engineering, procurement or construction of
Attachment Facilities, System Upgrade Facilities or System Deliverability Upgrades.
5.4 Power System Stabilizers.
Interconnection Customer shall procure, install, maintain and operate Power System
Stabilizers in accordance with the requirements identified in the Class Year Study or Cluster Study
conducted for Interconnection Customer’s Facility. NYISO and Connecting Transmission Owner
reserve the right to reasonably establish minimum acceptable settings for any installed Power
System Stabilizers, subject to the design and operating limitations of the Facility. If the Facility’s
Power System Stabilizers are removed from service or not capable of automatic operation,
Interconnection Customer shall immediately notify the Connecting Transmission Owner and
NYISO.
5.5 Design and Equipment Procurement.
If responsibility for construction of the Connecting Transmission Owner’s Attachment
Facilities, Distribution Upgrades, System Upgrade Facilities, or System Deliverability Upgrades
is to be borne by the Connecting Transmission Owner, then the Connecting Transmission Owner
shall commence design of the applicable facilities for which it is responsible and procure necessary
equipment as soon as practicable after all of the following conditions are satisfied, unless
Interconnection Customer and Connecting Transmission Owner otherwise agree in writing:
5.5.1 NYISO and Connecting Transmission Owner have completed the Class Year Study or Cluster Study;
5.5.2 The NYISO has completed the required cost allocation analyses, and
Interconnection Customer has accepted its Project Cost Allocation for, as applicable, the
Connecting Transmission Owner’s Attachment Facilities, Distribution Upgrades, System Upgrade
Facilities, and System Deliverability Upgrades required for the Facility in accordance with the
provisions of Attachment S or HH of the ISO OATT;
5.5.3 The Connecting Transmission Owner has received written authorization to
proceed with design and procurement from Interconnection Customer by the date specified in
Appendix B hereto; and
5.5.4 Interconnection Customer has provided security to the Connecting Transmission
Owner for the design and procurement of the applicable facilities in accordance with Article 11.5
by the date(s) specified in Appendix B hereto.
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5.6 Construction Commencement.
The Connecting Transmission Owner shall commence construction of the Connecting
Transmission Owner’s Attachment Facilities, Distribution Upgrades, System Upgrade Facilities,
and System Deliverability Upgrades for which it is responsible as soon as practicable after the
following additional conditions are satisfied:
5.6.1 Approval of the appropriate Governmental Authority has been obtained for any facilities requiring regulatory approval;
5.6.2 Necessary real property rights and rights-of-way have been obtained, to the extent
required for the construction of a discrete aspect of the Connecting Transmission Owner’s
Attachment Facilities, System Upgrade Facilities, and System Deliverability Upgrades;
5.6.3 The Connecting Transmission Owner has received written authorization to
proceed with construction from Interconnection Customer by the date specified in Appendix B
hereto; and
5.6.4 Interconnection Customer has provided security to the Connecting Transmission
Owner for the construction of the applicable facilities in accordance with Article 11.5 by the date(s)
specified in Appendix B hereto.
5.7 Work Progress.
Interconnection Customer and Connecting Transmission Owner will keep each other, and
NYISO, advised periodically as to the progress of their respective design, procurement and
construction efforts. Any Party may, at any time, request a progress report from Interconnection
Customer or Connecting Transmission Owner. If, at any time, Interconnection Customer
determines that the completion of the Connecting Transmission Owner’s Attachment Facilities
will not be required until after the specified Initial Backfeed Date, Interconnection Customer will
provide written notice to the Connecting Transmission Owner and NYISO of such later date upon
which the completion of the Connecting Transmission Owner’s Attachment Facilities will be
required.
5.8 Information Exchange.
As soon as reasonably practicable after the Effective Date, Interconnection Customer and
Connecting Transmission Owner shall exchange information, and provide NYISO the same
information, regarding the design and compatibility of their respective Attachment Facilities and
compatibility of the Attachment Facilities with the New York State Transmission System, and
shall work diligently and in good faith to make any necessary design changes.
5.9 Other Interconnection Options
5.9.1 Limited Operation.
If any of the Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities, or System Deliverability Upgrades are not reasonably expected to be completed prior to
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the Commercial Operation Date of Interconnection Customer’s Facility, NYISO shall, upon the
request and at the expense of Interconnection Customer, in conjunction with the Connecting
Transmission Owner, perform operating studies on a timely basis to determine the extent to which
Interconnection Customer’s Facility and the Interconnection Customer’s Attachment Facilities
may operate prior to the completion of the Connecting Transmission Owner’s Attachment
Facilities, System Upgrade Facilities, or System Deliverability Upgrades consistent with
Applicable Laws and Regulations, Applicable Reliability Standards, Good Utility Practice, and
this Agreement. Connecting Transmission Owner and NYISO shall permit Interconnection
Customer to operate Interconnection Customer’s Facility and Interconnection Customer’s
Attachment Facilities in accordance with the results of such studies.
5.9.2 Provisional Interconnection Service.
Prior to: (i) Interconnection Customer’s eligibility under the Standard Large Facility
Interconnection Procedures or Standard Interconnection Procedures pursuant to which it may enter
into an interconnection agreement before the completion of the Class Year Study or Cluster Study
and (ii) the completion of requisite Attachment Facilities, Distribution Upgrades, System Upgrade
Facilities, System Distribution Upgrades, or System Protection Facilities, Interconnection
Customer may request an evaluation for Provisional Interconnection Service. NYISO, in
conjunction with the Connecting Transmission Owner, shall determine, through available studies
or additional studies as necessary, whether stability, short circuit, thermal, and/or voltage issues
would arise if Interconnection Customer interconnects without modifications to the Facility or the
New York State Transmission System (or Distribution System as applicable). NYISO, in
conjunction with the Connecting Transmission Owner, shall determine whether any Attachment
Facilities, Distribution Upgrades, System Upgrade Facilities, System Deliverability Upgrades, or
System Protection Facilities, which are necessary to meet Applicable Laws and Regulations,
Applicable Reliability Standards, and Good Utility Practice, are in place prior to the
commencement of interconnection service from the Facility. Where available studies indicate that
the Attachment Facilities, Distribution Upgrades, System Upgrade Facilities, System
Deliverability Upgrades, or System Protection Facilities are required for the interconnection of a
new, modified and/or expanded Facility but such facilities are not currently in place, NYISO, in
conjunction with the Connecting Transmission Owner, will perform a study, at Interconnection
Customer’s expense, to confirm the facilities that are required for Provisional Interconnection
Service. The maximum permissible output of the Facility in the Provisional Standard
Interconnection Agreement shall be studied, at the Interconnection Customer’s expense, and
updated annually. The NYISO shall issue the study’s findings in writing to Interconnection
Customer and Connecting Transmission Owner(s). Following a determination by NYISO, in
conjunction with the Connecting Transmission Owner, that Interconnection Customer may
reliably provide Provisional Interconnection Service, NYISO shall tender to Interconnection
Customer and Connecting Transmission Owner, a Provisional Standard Interconnection
Agreement. NYISO, Interconnection Customer, and Connecting Transmission Owner may
execute the Provisional Standard Interconnection Agreement, or Interconnection Customer may
request the filing of an unexecuted Provisional Standard Interconnection Agreement with the
Commission. Interconnection Customer shall assume all risk and liabilities with respect to
changes between the Provisional Standard Interconnection Agreement and the Standard
Interconnection Agreement, including changes in output limits and the cost responsibilities for the
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SERVICE AGREEMENT NO. 2899
Attachment Facilities, System Upgrade Facilities, System Deliverability Upgrades, and/or System
Protection Facilities.
5.10 Interconnection Customer’s Attachment Facilities (“ICAF”).
Interconnection Customer shall, at its expense, design, procure, construct, own and install
the DAF, as set forth in Appendix A hereto.
5.10.1 ICAF Specifications.
Interconnection Customer shall submit initial specifications for the ICAF, including
System Protection Facilities, to Connecting Transmission Owner and NYISO at least one hundred
eighty (180) Calendar Days prior to the Synchronization Date; and final specifications for review
and comment at least ninety (90) Calendar Days prior to the Synchronization Date. Connecting
Transmission Owner and NYISO shall review such specifications to ensure that the ICAF are
compatible with the technical specifications, operational control, and safety requirements of the
Connecting Transmission Owner and NYISO and comment on such specifications within thirty
(30) Calendar Days of Interconnection Customer’s submission. All specifications provided
hereunder shall be deemed to be Confidential Information.
5.10.2 No Warranty.
The review of Interconnection Customer’s final specifications by Connecting
Transmission Owner and NYISO shall not be construed as confirming, endorsing, or providing a
warranty as to the design, fitness, safety, durability or reliability of the Facility or the ICAF.
Interconnection Customer shall make such changes to the ICAF as may reasonably be required by
Connecting Transmission Owner or NYISO, in accordance with Good Utility Practice, to ensure
that the ICAF are compatible with the technical specifications, operational control, and safety
requirements of the Connecting Transmission Owner and NYISO.
5.10.3 ICAF Construction.
The DAF shall be designed and constructed in accordance with Good Utility Practice.
Within one hundred twenty (120) Calendar Days after the Commercial Operation Date, unless
Interconnection Customer and Connecting Transmission Owner agree on another mutually
acceptable deadline, Interconnection Customer shall deliver to the Connecting Transmission
Owner and NYISO “as-built” drawings, information and documents for the ICAF, such as: a one-
line diagram, a site plan showing the Facility and the ICAF, plan and elevation drawings showing
the layout of the ICAF, a relay functional diagram, relaying AC and DC schematic wiring diagrams
and relay settings for all facilities associated with Interconnection Customer’s step-up
transformers, the facilities connecting the Facility to the step-up transformers and the ICAF, and
the impedances (determined by factory tests) for the associated step-up transformers and the
Facility. Interconnection Customer shall provide to, and coordinate with, Connecting
Transmission Owner and NYISO with respect to proposed specifications for the excitation system,
automatic voltage regulator, Facility control and protection settings, transformer tap settings, and
communications, if applicable.
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5.11 Connecting Transmission Owner’s Attachment Facilities Construction.
The Connecting Transmission Owner’s Attachment Facilities shall be designed and
constructed in accordance with Good Utility Practice. Upon request, within one hundred twenty
(120) Calendar Days after the Commercial Operation Date, unless the Connecting Transmission
Owner and Interconnection Customer agree on another mutually acceptable deadline, the
Connecting Transmission Owner shall deliver to Interconnection Customer “as-built” drawings,
relay diagrams, information and documents for the Connecting Transmission Owner’s Attachment
Facilities set forth in Appendix A.
The Connecting Transmission Owner shall not transfer operational control of the
Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade
Facilities to the NYISO upon completion of such facilities.
5.12 Access Rights.
Upon reasonable notice and supervision by the Granting Party, and subject to any required
or necessary regulatory approvals, either the Connecting Transmission Owner or Interconnection
Customer (“Granting Party”) shall furnish to the other of those two Parties (“Access Party”) at no
cost any rights of use, licenses, rights of way and easements with respect to lands owned or
controlled by the Granting Party, its agents (if allowed under the applicable agency agreement), or
any Affiliate, that are necessary to enable the Access Party to obtain the ingress and egress at the
Point of Interconnection to construct, operate, maintain, repair, test (or witness testing), inspect,
replace or remove facilities and equipment to: (i) interconnect the Facility with the New York
State Transmission System or Distribution System; (ii) operate and maintain the Facility, the
Attachment Facilities, and the New York State Transmission System; and (iii) disconnect or
remove the Access Party’s facilities and equipment upon termination of this Agreement. In
exercising such licenses, rights of way and easements, the Access Party shall not unreasonably
disrupt or interfere with normal operation of the Granting Party’s business and shall adhere to the
safety rules and procedures established in advance, as may be changed from time to time, by the
Granting Party and provided to the Access Party. The Access Party shall indemnify the Granting
Party against all claims of injury or damage from third parties resulting from the exercise of the
access rights provided for herein.
5.13 Lands of Other Property Owners.
If any part of the Connecting Transmission Owner’s Attachment Facilities, System
Upgrade Facilities, and/or System Deliverability Upgrades is to be installed on property owned by
persons other than Interconnection Customer or Connecting Transmission Owner, the Connecting
Transmission Owner shall at Interconnection Customer’s expense use efforts, similar in nature and
extent to those that it typically undertakes for its own or affiliated generation, including use of its
eminent domain authority, and to the extent consistent with state law, to procure from such persons
any rights of use, licenses, rights of way and easements that are necessary to construct, operate,
maintain, test, inspect, replace or remove the Connecting Transmission Owner’s Attachment
Facilities, System Upgrade Facilities, and/or System Deliverability Upgrades upon such property.
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5.14 Permits.
NYISO, Connecting Transmission Owner, and Interconnection Customer shall cooperate
with each other in good faith in obtaining all permits, licenses and authorizations that are necessary
to accomplish the interconnection in compliance with Applicable Laws and Regulations. With
respect to this paragraph, Connecting Transmission Owner shall provide permitting assistance to
Interconnection Customer comparable to that provided to the Connecting Transmission Owner’s
own, or an Affiliate’s generation, if any.
5.15 Early Construction of Base Case Facilities.
Interconnection Customer may request Connecting Transmission Owner to construct, and
Connecting Transmission Owner shall construct, subject to a binding cost allocation agreement
reached in accordance with Attachment S or HH to the ISO OATT, including Section 25.8.7 or
40.17 thereof, using Reasonable Efforts to accommodate Interconnection Customer’s Initial
Backfeed Date, all or any portion of any System Upgrade Facilities or System Deliverability
Upgrades required for Interconnection Customer to be interconnected to the New York State
Transmission System which are included in the Base Case of the Class Year Study or Cluster Study
for Interconnection Customer, and which also are required to be constructed for another
Interconnection Customer, but where such construction is not scheduled to be completed in time
to achieve Interconnection Customer’s Initial Backfeed Date.
5.16 Suspension.
Interconnection Customer reserves the right, upon written notice to Connecting
Transmission Owner and NYISO, to suspend at any time all work by Connecting Transmission
Owner or Interconnection Customer, as applicable, associated with the construction and
installation of Connecting Transmission Owner’s Attachment Facilities, System Upgrade
Facilities, and/or System Deliverability Upgrades required for only that Interconnection Customer
under this Agreement with the condition that the New York State Transmission System shall be
left in a safe and reliable condition in accordance with Good Utility Practice and the safety and
reliability criteria of Connecting Transmission Owner and NYISO. In such event, Interconnection
Customer shall be responsible for all reasonable and necessary costs and/or obligations in
accordance with Attachment HH to the OATT including those which Connecting Transmission
Owner (i) has incurred pursuant to this Agreement prior to the suspension and (ii) incurs as a result
of the suspension of such work, including any costs incurred by the Connecting Transmission
Owner to perform such work as may be necessary to ensure the safety of persons and property and
the integrity of the New York State Transmission System during such suspension and, if
cancellation or suspension of material, equipment, and labor contracts which Connecting
Transmission Owner cannot reasonably avoid; provided, however, that prior to canceling or
suspending any such material, equipment, or labor contract, Connecting Transmission Owner shall
obtain Interconnection Customer’s authorization to do so. Interconnection Customer’s election to
suspend work pursuant to this Article 5.16 shall not toll the time period by which an
Interconnection Customer may extend the Commercial Operation Date for the Facility without
such extension being a Material Modification pursuant to Attachment HH to the OATT.
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Connecting Transmission Owner shall invoice Interconnection Customer for such costs
pursuant to Article 12 and shall use due diligence to minimize its costs. If: (i) pursuant to this
Article 5.16, Interconnection Customer suspends work associated with the construction and
installation of Connecting Transmission Owner’s Attachment Facilities, System Upgrade
Facilities, and/or System Deliverability Upgrades that is required under this Agreement, and
(ii) Interconnection Customer has, as applicable, either not recommenced work or requested
Connecting Transmission Owner to recommence its work required under this Agreement on or
before the expiration of three (3) years following commencement of such suspension, this
Agreement shall be deemed terminated. The three-year period shall begin on the date the
suspension is requested, or the date of the written notice to Connecting Transmission Owner and
NYISO, if no effective date is specified.
5.17 Taxes.
If the Facility is a Class Year Transmission Project or a Cluster Study Transmission Project,
Appendix C to this Agreement shall include any project-specific variations from the tax
requirements established in this Article 5.17 that are appropriate for the transmission facility.
5.17.1 Interconnection Customer Payments Not Taxable.
Interconnection Customer and Connecting Transmission Owner intend that all payments
or property transfers made by Interconnection Customer to Connecting Transmission Owner for
the installation of the Connecting Transmission Owner’s Attachment Facilities and the System
Upgrade Facilities and the System Deliverability Upgrades shall be non-taxable, either as
contributions to capital, or as an advance, in accordance with the Internal Revenue Code and any
applicable state income tax laws and shall not be taxable as contributions in aid of construction or
otherwise under the Internal Revenue Code and any applicable state income tax laws.
5.17.2 Representations and Covenants.
In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Interconnection Customer
represents and covenants that (i) ownership of the electricity generated at the Generating Facility
will pass to another party prior to the transmission of the electricity on the New York State
Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of
any property transferred to the Connecting Transmission Owner for the Connecting Transmission
Owner’s Attachment Facilities will be capitalized by Interconnection Customer as an intangible
asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii)
any portion of the Connecting Transmission Owner’s Attachment Facilities that is a “dual-use
intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de
minimis amount of electricity in the direction of the Generating Facility. For this purpose, “de
minimis amount” means no more than 5 percent of the total power flows in both directions,
calculated in accordance with the “5 percent test” set forth in IRS Notice 88-129. This is not
intended to be an exclusive list of the relevant conditions that must be met to conform to IRS
requirements for non-taxable treatment.
At Connecting Transmission Owner’s request, Interconnection Customer shall provide Connecting Transmission Owner with a report from an independent engineer confirming its
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SERVICE AGREEMENT NO. 2899
representation in clause (iii), above. Connecting Transmission Owner represents and covenants
that the cost of the Connecting Transmission Owner’s Attachment Facilities paid for by
Interconnection Customer will have no net effect on the base upon which rates are determined.
5.17.3 Indemnification for the Cost Consequences of Current Tax Liability
Imposed Upon the Connecting Transmission Owner.
Notwithstanding Article 5.17.1, Interconnection Customer shall protect, indemnify and
hold harmless Connecting Transmission Owner from the cost consequences of any current tax
liability imposed against Connecting Transmission Owner as the result of payments or property
transfers made by Interconnection Customer to Connecting Transmission Owner under this
Agreement, as well as any interest and penalties, other than interest and penalties attributable to
any delay caused by Connecting Transmission Owner.
Connecting Transmission Owner shall not include a gross-up for the cost consequences of
any current tax liability in the amounts it charges Interconnection Customer under this Agreement
unless (i) Connecting Transmission Owner has determined, in good faith, that the payments or
property transfers made by Interconnection Customer to Connecting Transmission Owner should
be reported as income subject to taxation or (ii) any Governmental Authority directs Connecting
Transmission Owner to report payments or property as income subject to taxation; provided,
however, that Connecting Transmission Owner may require Interconnection Customer to provide
security, in a form reasonably acceptable to Connecting Transmission Owner (such as a parental
guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax
liability under this Article 5.17. Interconnection Customer shall reimburse Connecting
Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4,
within thirty (30) Calendar Days of receiving written notification from Connecting Transmission
Owner of the amount due, including detail about how the amount was calculated.
This indemnification obligation shall terminate at the earlier of (1) the expiration of the
ten-year testing period and the applicable statute of limitation, as it may be extended by the
Connecting Transmission Owner upon request of the IRS, to keep these years open for audit or
adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related
indemnification obligations as contemplated by this Article 5.17.
5.17.4 Tax Gross-Up Amount.
Interconnection Customer’s liability for the cost consequences of any current tax liability
under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise
be agreed to by the parties, this means that Interconnection Customer will pay Connecting
Transmission Owner, in addition to the amount paid for the Attachment Facilities and System
Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes
imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross
income realized by Connecting Transmission Owner as a result of payments or property transfers
made by Interconnection Customer to Connecting Transmission Owner under this Agreement
(without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over
(b) the present value of future tax deductions for depreciation that will be available as a result of
such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an
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additional amount sufficient to permit the Connecting Transmission Owner to receive and retain,
after the payment of all Current Taxes, an amount equal to the net amount described in clause (1).
For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission
Owner’s composite federal and state tax rates at the time the payments or property transfers are
received and Connecting Transmission Owner will be treated as being subject to tax at the highest
marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value
Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s
anticipated tax depreciation deductions as a result of such payments or property transfers by
Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for
calculating Interconnection Customer’s liability to Connecting Transmission Owner pursuant to
this Article 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount -
Present Value Depreciation Amount))/(1 - Current Tax Rate). Interconnection Customer’s
estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Attachment
Facilities and System Upgrade Facilities and System Deliverability Upgrades.
5.17.5 Private Letter Ruling or Change or Clarification of Law.
At Interconnection Customer’s request and expense, Connecting Transmission Owner shall
file with the IRS a request for a private letter ruling as to whether any property transferred or sums
paid, or to be paid, by Interconnection Customer to Connecting Transmission Owner under this
Agreement are subject to federal income taxation. Interconnection Customer will prepare the
initial draft of the request for a private letter ruling, and will certify under penalties of perjury that
all facts represented in such request are true and accurate to the best of Interconnection Customer’s
knowledge. Connecting Transmission Owner and Interconnection Customer shall cooperate in
good faith with respect to the submission of such request.
Connecting Transmission Owner shall keep Interconnection Customer fully informed of
the status of such request for a private letter ruling and shall execute either a privacy act waiver or
a limited power of attorney, in a form acceptable to the IRS, that authorizes Interconnection
Customer to participate in all discussions with the IRS regarding such request for a private letter
ruling. Connecting Transmission Owner shall allow Interconnection Customer to attend all
meetings with IRS officials about the request and shall permit Interconnection Customer to prepare
the initial drafts of any follow-up letters in connection with the request.
5.17.6 Subsequent Taxable Events.
If, within 10 years from the date on which the relevant Connecting Transmission Owner
Attachment Facilities are placed in service, (i) Interconnection Customer Breaches the covenants
contained in Article 5.17.2, (ii) a “disqualification event” occurs within the meaning of IRS Notice
88-129, or (iii) this Agreement terminates and Connecting Transmission Owner retains ownership
of the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades,
Interconnection Customer shall pay a tax gross-up for the cost consequences of any current tax
liability imposed on Connecting Transmission Owner, calculated using the methodology described
in Article 5.17.4 and in accordance with IRS Notice 90-60.
5.17.7 Contests.
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SERVICE AGREEMENT NO. 2899
In the event any Governmental Authority determines that Connecting Transmission
Owner’s receipt of payments or property constitutes income that is subject to taxation, Connecting
Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar
Days of receiving notification of such determination by a Governmental Authority. Upon the
timely written request by Interconnection Customer and at Interconnection Customer’s sole
expense, Connecting Transmission Owner may appeal, protest, seek abatement of, or otherwise
oppose such determination. Upon Interconnection Customer’s written request and sole expense,
Connecting Transmission Owner may file a claim for refund with respect to any taxes paid under
this Article 5.17, whether or not it has received such a determination. Connecting Transmission
Owner reserves the right to make all decisions with regard to the prosecution of such appeal,
protest, abatement or other contest, including the selection of counsel and compromise or
settlement of the claim, but Connecting Transmission Owner shall keep Interconnection Customer
informed, shall consider in good faith suggestions from Interconnection Customer about the
conduct of the contest, and shall reasonably permit Interconnection Customer or an
Interconnection Customer representative to attend contest proceedings.
Interconnection Customer shall pay to Connecting Transmission Owner on a periodic
basis, as invoiced by Connecting Transmission Owner, Connecting Transmission Owner’s
documented reasonable costs of prosecuting such appeal, protest, abatement or other contest,
including any costs associated with obtaining the opinion of independent tax counsel described in
this Article 5.17.7. The Connecting Transmission Owner may abandon any contest if
Interconnection Customer fails to provide payment to the Connecting Transmission Owner within
thirty (30) Calendar Days of receiving such invoice. At any time during the contest, Connecting
Transmission Owner may agree to a settlement either with Interconnection Customer’s consent or
after obtaining written advice from nationally-recognized tax counsel, selected by Connecting
Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed
settlement represents a reasonable settlement given the hazards of litigation. Interconnection
Customer’s obligation shall be based on the amount of the settlement agreed to by Interconnection
Customer, or if a higher amount, so much of the settlement that is supported by the written advice
from nationally-recognized tax counsel selected under the terms of the preceding sentence. The
settlement amount shall be calculated on a fully grossed-up basis to cover any related cost
consequences of the current tax liability. The Connecting Transmission Owner may also settle
any tax controversy without receiving Interconnection Customer’s consent or any such written
advice; however, any such settlement will relieve Interconnection Customer from any obligation
to indemnify Connecting Transmission Owner for the tax at issue in the contest (unless the failure
to obtain written advice is attributable to Interconnection Customer’s unreasonable refusal to the
appointment of independent tax counsel).
5.17.8 Refund.
In the event that (a) a private letter ruling is issued to Connecting Transmission Owner
which holds that any amount paid or the value of any property transferred by Interconnection
Customer to Connecting Transmission Owner under the terms of this Agreement is not subject to
federal income taxation, (b) any legislative change or administrative announcement, notice, ruling
or other determination makes it reasonably clear to Connecting Transmission Owner in good faith
that any amount paid or the value of any property transferred by Interconnection Customer to
Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting
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Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination
that any payments or transfers made by Interconnection Customer to Connecting Transmission
Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a
refund from any taxing authority for any overpayment of tax attributable to any payment or
property transfer made by Interconnection Customer to Connecting Transmission Owner pursuant
to this Agreement, Connecting Transmission Owner shall promptly refund to Interconnection
Customer the following:
(i) Any payment made by Interconnection Customer under this Article 5.17 for taxes
that is attributable to the amount determined to be non-taxable, together with interest thereon,
(ii) Interest on any amounts paid by Interconnection Customer to Connecting
Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the
taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations
at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Interconnection Customer to
the date Connecting Transmission Owner refunds such payment to Interconnection Customer, and
(iii) With respect to any such taxes paid by Connecting Transmission Owner, any refund
or credit Connecting Transmission Owner receives or to which it may be entitled from any
Governmental Authority, interest (or that portion thereof attributable to the payment described in
clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes
(including any reduction in interest otherwise payable by Connecting Transmission Owner to any
Governmental Authority resulting from an offset or credit); provided, however, that Connecting
Transmission Owner will remit such amount promptly to Interconnection Customer only after and
to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from
any Governmental Authority for any applicable overpayment of income tax related to the
Connecting Transmission Owner’s Attachment Facilities.
The intent of this provision is to leave both Interconnection Customer and Connecting
Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to
any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability
Upgrades hereunder, in the same position they would have been in had no such tax payments been
made.
5.17.9 Taxes Other Than Income Taxes.
Upon the timely request by Interconnection Customer, and at Interconnection Customer’s
sole expense, Connecting Transmission Owner shall appeal, protest, seek abatement of, or
otherwise contest any tax (other than federal or state income tax) asserted or assessed against
Connecting Transmission Owner for which Interconnection Customer may be required to
reimburse Connecting Transmission Owner under the terms of this Agreement. Interconnection
Customer shall pay to Connecting Transmission Owner on a periodic basis, as invoiced by
Connecting Transmission Owner, Connecting Transmission Owner’s documented reasonable
costs of prosecuting such appeal, protest, abatement, or other contest. Interconnection Customer
and Connecting Transmission Owner shall cooperate in good faith with respect to any such contest.
Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred,
no amount shall be payable by Interconnection Customer to Connecting Transmission Owner for
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such taxes until they are assessed by a final, non-appealable order by any court or agency of
competent jurisdiction. In the event that a tax payment is withheld and ultimately due and payable
after appeal, Interconnection Customer will be responsible for all taxes, interest and penalties,
other than penalties attributable to any delay caused by Connecting Transmission Owner.
5.18 Tax Status; Non-Jurisdictional Entities.
5.18.1 Tax Status.
Each Party shall cooperate with the other Parties to maintain the other Parties’ tax status.
Nothing in this Agreement is intended to adversely affect the tax status of any Party including the
status of NYISO, or the status of any Connecting Transmission Owner with respect to the issuance
of bonds including, but not limited to, Local Furnishing Bonds. Notwithstanding any other
provisions of this Agreement, LIPA, NYPA and Consolidated Edison Company of New York, Inc.
shall not be required to comply with any provisions of this Agreement that would result in the loss
of tax-exempt status of any of their Tax-Exempt Bonds or impair their ability to issue future tax-
exempt obligations. For purposes of this provision, Tax-Exempt Bonds shall include the
obligations of the Long Island Power Authority, NYPA and Consolidated Edison Company of
New York, Inc., the interest on which is not included in gross income under the Internal Revenue
Code.
5.18.2 Non-Jurisdictional Entities.
LIPA and NYPA do not waive their exemptions, pursuant to Section 201(f) of the FPA,
from Commission jurisdiction with respect to the Commission’s exercise of the FPA’s general
ratemaking authority.
5.19 Modification.
5.19.1 General.
Either Interconnection Customer or Connecting Transmission Owner may undertake
modifications to its facilities covered by this Agreement; provided, however, that if
Interconnection Customer seeks to undertake any modifications for the Facility, Interconnection
Customer must comply with the modification requirements for Facilities, including for extensions
of the Commercial Operation Date, set forth in the ISO OATT and ISO Procedures. If either
Interconnection Customer or Connecting Transmission Owner plans to undertake a modification
that reasonably may be expected to affect the other Party’s facilities, that Party shall provide to the
other Party, and to NYISO, sufficient information regarding such modification so that the other
Party and NYISO may evaluate the potential impact of such modification prior to commencement
of the work. Such information shall be deemed to be Confidential Information hereunder and shall
include information concerning the timing of such modifications and whether such modifications
are expected to interrupt the flow of electricity from the Facility. The Party desiring to perform
such work shall provide the relevant drawings, plans, and specifications to the other Party and
NYISO at least ninety (90) Calendar Days in advance of the commencement of the work or such
shorter period upon which the Parties may agree, which agreement shall not unreasonably be
withheld, conditioned or delayed.
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In the case of Facility modifications that do not require Interconnection Customer to submit
an Interconnection Request, the NYISO shall provide, within sixty (60) Calendar Days (or such
other time as the Parties may agree), an estimate of any additional modifications to the New York
State Transmission System, Connecting Transmission Owner’s Attachment Facilities or System
Upgrade Facilities or System Deliverability Upgrades necessitated by such Interconnection
Customer modification and a good faith estimate of the costs thereof. The Interconnection
Customer shall be responsible for the cost of any such additional modifications, including the cost
of studying the impact of the Interconnection Customer modification.
5.19.2 Standards.
Any additions, modifications, or replacements made to a Party’s facilities shall be
designed, constructed and operated in accordance with this Agreement, NYISO requirements and
Good Utility Practice.
5.19.3 Modification Costs.
Interconnection Customer shall not be assigned the costs of any additions, modifications,
or replacements that Connecting Transmission Owner makes to the Connecting Transmission
Owner’s Attachment Facilities or the New York State Transmission System to facilitate the
interconnection of a third party to the Connecting Transmission Owner’s Attachment Facilities or
the New York State Transmission System, or to provide Transmission Service to a third party
under the ISO OATT, except in accordance with the cost allocation procedures in Attachment HH
of the ISO OATT. Interconnection Customer shall be responsible for the costs of any additions,
modifications, or replacements to the Interconnection Customer’s Attachment Facilities that may
be necessary to maintain or upgrade such Interconnection Customer’s Attachment Facilities
consistent with Applicable Laws and Regulations, Applicable Reliability Standards or Good
Utility Practice.
ARTICLE 6. TESTING AND INSPECTION
6.1 Pre-Commercial Operation Date Testing and Modifications.
Prior to the Commercial Operation Date, the Connecting Transmission Owner shall test the
Connecting Transmission Owner’s Attachment Facilities (including required control technologies
and protection systems), System Upgrade Facilities, and System Deliverability Upgrades and
Interconnection Customer shall test the Facility and the Interconnection Customer’s Attachment
Facilities to ensure their safe and reliable operation. Similar testing may be required after initial
operation. Interconnection Customer and Connecting Transmission Owner shall each make any
modifications to its facilities that are found to be necessary as a result of such testing.
Interconnection Customer shall bear the cost of all such testing and modifications. Interconnection
Customer shall, as applicable, generate test energy at or transit test energy over the Facility only
if it has arranged for the injection of such test energy in accordance with ISO Procedures.
6.2 Post-Commercial Operation Date Testing and Modifications.
Interconnection Customer and Connecting Transmission Owner shall each at its own
expense perform routine inspection and testing of its facilities and equipment in accordance with
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Good Utility Practice and Applicable Reliability Standards as may be necessary to ensure the
continued interconnection of the Facility with the New York State Transmission System in a safe
and reliable manner. Interconnection Customer and Connecting Transmission Owner shall each
have the right, upon advance written notice, to require reasonable additional testing of the other
Party’s facilities, at the requesting Party’s expense, as may be in accordance with Good Utility
Practice.
6.3 Right to Observe Testing.
Interconnection Customer and Connecting Transmission Owner shall each notify the other
Party, and the NYISO, in advance of its performance of tests of its Attachment Facilities. The
other Party, and the NYISO, shall each have the right, at its own expense, to observe such testing.
6.4 Right to Inspect.
Interconnection Customer and Connecting Transmission Owner shall each have the right,
but shall have no obligation to: (i) observe the other Party’s tests and/or inspection of any of its
System Protection Facilities and other protective equipment, including Power System Stabilizers;
(ii) review the settings of the other Party’s System Protection Facilities and other protective
equipment; and (iii) review the other Party’s maintenance records relative to the Attachment
Facilities, the System Protection Facilities and other protective equipment. NYISO shall have
these same rights of inspection as to the facilities and equipment of Interconnection Customer and
Connecting Transmission Owner. A Party may exercise these rights from time to time as it deems
necessary upon reasonable notice to the other Party. The exercise or non-exercise by a Party of
any such rights shall not be construed as an endorsement or confirmation of any element or
condition of the Attachment Facilities or the System Protection Facilities or other protective
equipment or the operation thereof, or as a warranty as to the fitness, safety, desirability, or
reliability of same. Any information that a Party obtains through the exercise of any of its rights
under this Article 6.4 shall be treated in accordance with Article 22 of this Agreement and
Attachment F to the ISO OATT.
ARTICLE 7. METERING
7.1 General.
Interconnection Customer and Connecting Transmission Owner shall each comply with
applicable requirements of NYISO and the New York Public Service Commission when exercising
its rights and fulfilling its responsibilities under this Article 7. Unless otherwise agreed by the
Connecting Transmission Owner and NYISO approved meter service provider and
Interconnection Customer, the Connecting Transmission Owner shall install Metering Equipment
at the Point of Interconnection prior to any operation of the Facility and shall own, operate, test
and maintain such Metering Equipment. Net power flows including MW and MVAR, MWHR
and loss profile data to and from the Facility shall be measured at the Point of Interconnection.
Connecting Transmission Owner shall provide metering quantities, in analog and/or digital form,
as required, to Interconnection Customer or NYISO upon request. Where the Point of
Interconnection for the Facility is other than the generator terminal, the Interconnection Customer
shall also provide gross MW and MVAR quantities at the generator terminal as required by
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SERVICE AGREEMENT NO. 2899
NYISO. If the Facility is a Class Year Transmission Project or a Cluster Study Transmission
Project, Appendix C to this Agreement shall include any project-specific variations from the
metering requirements established in this Article 7 that are appropriate for the transmission facility.
Interconnection Customer shall bear all reasonable documented costs associated with the purchase,
installation, operation, testing and maintenance of the Metering Equipment.
7.2 Check Meters.
Interconnection Customer, at its option and expense, may install and operate, on its
premises and on its side of the Point of Interconnection, one or more check meters to check
Connecting Transmission Owner’s meters. Such check meters shall be for check purposes only
and shall not be used for the measurement of power flows for purposes of this Agreement, except
as provided in Article 7.4 below. The check meters shall be subject at all reasonable times to
inspection and examination by Connecting Transmission Owner or its designee. The installation,
operation and maintenance thereof shall be performed entirely by Interconnection Customer in
accordance with Good Utility Practice.
7.3 Standards.
Connecting Transmission Owner shall install, calibrate, and test revenue quality Metering
Equipment including potential transformers and current transformers in accordance with
applicable ANSI and PSC standards as detailed in the NYISO Control Center Communications
Manual and in the NYISO Revenue Metering Requirements Manual.
7.4 Testing of Metering Equipment.
Connecting Transmission Owner shall inspect and test all of its Metering Equipment upon
installation and at least once every two (2) years thereafter. If requested to do so by NYISO or
Interconnection Customer, Connecting Transmission Owner shall, at Interconnection Customer’s
expense, inspect or test Metering Equipment more frequently than every two (2) years. Connecting
Transmission Owner shall give reasonable notice of the time when any inspection or test shall take
place, and Interconnection Customer and NYISO may have representatives present at the test or
inspection. If at any time Metering Equipment is found to be inaccurate or defective, it shall be
adjusted, repaired or replaced at Interconnection Customer’s expense, in order to provide accurate
metering, unless the inaccuracy or defect is due to Connecting Transmission Owner’s failure to
maintain, then Connecting Transmission Owner shall pay. If Metering Equipment fails to register,
or if the measurement made by Metering Equipment during a test varies by more than two percent
from the measurement made by the standard meter used in the test, Connecting Transmission
Owner shall adjust the measurements by correcting all measurements for the period during which
Metering Equipment was in error by using Interconnection Customer’s check meters, if installed.
If no such check meters are installed or if the period cannot be reasonably ascertained, the
adjustment shall be for the period immediately preceding the test of the Metering Equipment equal
to one-half the time from the date of the last previous test of the Metering Equipment. The NYISO
shall reserve the right to review all associated metering equipment installation on Interconnection
Customer’s or Connecting Transmission Owner’s property at any time.
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7.5 Metering Data.
At Interconnection Customer’s expense, the metered data shall be telemetered to one or
more locations designated by Connecting Transmission Owner, Interconnection Customer, and
NYISO. Such telemetered data shall be used, under normal operating conditions, as the official
measurement of the amount of energy delivered from the Facility to the Point of Interconnection.
ARTICLE 8. COMMUNICATIONS
8.1 Interconnection Customer Obligations.
In accordance with applicable NYISO requirements, Interconnection Customer shall
maintain satisfactory operating communications with Connecting Transmission Owner and
NYISO. Interconnection Customer shall provide standard voice line and dedicated voice line
communications at its Facility control room or central dispatch facility through use of either the
public telephone system, or a voice communications system that does not rely on the public
telephone system. Interconnection Customer shall also provide the dedicated data circuit(s)
necessary to provide Interconnection Customer data to Connecting Transmission Owner and
NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Facility to the
location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance
of such communications equipment shall be performed by Interconnection Customer. Operational
communications shall be activated and maintained under, but not be limited to, the following
events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment
clearances, and hourly and daily load data.
8.2 Remote Terminal Unit.
Prior to the Synchronization Date of the Facility, a Remote Terminal Unit, or equivalent
data collection and transfer equipment acceptable to the Parties, shall be installed by
Interconnection Customer, or by Connecting Transmission Owner at Interconnection Customer’s
expense, to gather accumulated and instantaneous data to be telemetered to the location(s)
designated by Connecting Transmission Owner and NYISO through use of a dedicated point-to-
point data circuit(s) as indicated in Article 8.1. The communication protocol for the data circuit(s)
shall be specified by Connecting Transmission Owner and NYISO. Instantaneous bi-directional
analog real power and reactive power flow information must be telemetered directly to the
location(s) specified by Connecting Transmission Owner and NYISO.
Each Party will promptly advise the appropriate 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 that other Party. The Party owning such equipment shall correct
such error or malfunction as soon as reasonably feasible.
8.3 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 Party providing such
equipment and the Party receiving such equipment.
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ARTICLE 9. OPERATIONS
9.1 General.
Each Party shall comply with Applicable Laws and Regulations and Applicable Reliability
Standards. Each Party shall provide to the other Parties all information that may reasonably be
required by the other Parties to comply with Applicable Laws and Regulations, and Applicable
Reliability Standards. If the Facility is a Class Year Transmission Project or a Cluster Study
Transmission Project, Appendix C to this Agreement shall include any project-specific variations
from the operating requirements established in this Article 9 that are appropriate for the
transmission facility.
9.2 NYISO and Connecting Transmission Owner Obligations.
Connecting Transmission Owner and NYISO shall cause the New York State Transmission
System and the Connecting Transmission Owner’s Attachment Facilities to be operated,
maintained and controlled in a safe and reliable manner in accordance with this Agreement and
the NYISO Tariffs. Connecting Transmission Owner and NYISO may provide operating
instructions to Interconnection Customer consistent with this Agreement, the NYISO Tariffs, ISO
Procedures, and Connecting Transmission Owner’s operating protocols and procedures, as such
requirements may change from time to time. Connecting Transmission Owner and NYISO will
consider changes to their respective operating protocols and procedures proposed by
Interconnection Customer.
9.3 Interconnection Customer Obligations.
Interconnection Customer shall at its own expense operate, maintain, and control the
Facility and the Interconnection Customer’s Attachment Facilities in a safe and reliable manner
and in accordance with this Agreement. Interconnection Customer shall operate the Facility and
the Interconnection Customer’s Attachment Facilities in accordance with any additional NYISO
and Connecting Transmission Owner requirements, as such requirements are set forth or
referenced in Appendix C hereto. Appendix C will be modified to reflect changes to the
requirements as they may change from time to time. Any Party may request that the appropriate
other Party or Parties provide copies of the requirements set forth or referenced in Appendix C
hereto.
9.4 Start-Up and Synchronization.
Consistent with the mutually acceptable procedures of Interconnection Customer and
Connecting Transmission Owner, Interconnection Customer is responsible for the proper
synchronization of the Facility to the New York State Transmission System in accordance with
NYISO and Connecting Transmission Owner procedures and requirements.
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9.5 Real and Reactive Power Control and Primary Frequency Response.
9.5.1 Power Factor Design Criteria.
9.5.1.1 Synchronous Generation. Interconnection Customer shall design
the Facility to maintain effective composite power delivery at continuous rated power output at
the Point of Interconnection at a power factor within the range of 0.95 leading to 0.95 lagging
unless the NYISO or the Transmission Owner in whose Transmission District the Facility
interconnects has established different requirements that apply to all generators in the New York
Control Area or Transmission District (as applicable) on a comparable basis, in accordance with
Good Utility Practice.
Interconnection Customer shall design and maintain the plant auxiliary systems to operate
safely throughout the entire real and reactive power design range.
9.5.1.2 Non-Synchronous Generation. Interconnection Customer shall
design the Facility to maintain composite power delivery at continuous rated power output at the
high-side of the generator substation at a power factor within the range of 0.95 leading to 0.95
lagging, unless the NYISO or the Transmission Owner in whose Transmission District the Facility
interconnects has established a different power factor range that applies to all non-synchronous
generators in the New York Control Area or Transmission District (as applicable) on a comparable
basis, in accordance with Good Utility Practice. This power factor range standard shall be dynamic
and can be met using, for example, power electronics designed to supply this level of reactive
capability (taking into account any limitations due to voltage level, real power output, etc.) or fixed
and switched capacitors, or a combination of the two. This requirement shall only apply to newly
interconnection non-synchronous generators that have not yet executed a Class Year Study
Agreement or a Cluster Study Agreement as of September 21, 2016.
Interconnection Customer shall design and maintain the plant auxiliary systems to operate
safely throughout the entire real and reactive power design range.
9.5.2 Voltage Schedules.
Once Interconnection Customer has synchronized the Facility with the New York State
Transmission System, NYISO shall require Interconnection Customer to operate the Facility to
produce or absorb reactive power within the design capability of the Facility set forth in
Article 9.5.1 (Power Factor Design Criteria). NYISO’s voltage schedules shall treat all sources of
reactive power in the New York Control Area in an equitable and not unduly discriminatory
manner. NYISO shall exercise Reasonable Efforts to provide Interconnection Customer with such
schedules in accordance with ISO Procedures, and may make changes to such schedules as
necessary to maintain the reliability of the New York State Transmission System. Interconnection
Customer shall operate the Facility to maintain the specified output voltage or power factor at the
Point of Interconnection within the design capability of the Facility set forth in Article 9.5.1 (Power
Factor Design Criteria) as directed by the Connecting Transmission Owner’s system operator or
the NYISO. If Interconnection Customer is unable to maintain the specified voltage or power
factor, it shall promptly notify NYISO.
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9.5.3 Payment for Reactive Power.
NYISO shall pay Interconnection Customer for reactive power or voltage support service
that Interconnection Customer provides from the Facility in accordance with the provisions of Rate
Schedule 2 of the ISO Services Tariff.
9.5.4 Voltage Regulators.
Whenever the Facility is operated in parallel with the New York State Transmission
System, the automatic voltage regulators shall be in automatic operation at all times. If the
Facility’s automatic voltage regulators are not capable of such automatic operation,
Interconnection Customer shall immediately notify NYISO, or its designated representative, and
ensure that such Facility’s real and reactive power are within the design capability of the Facility’s
generating unit(s) and steady state stability limits and NYISO system operating (thermal, voltage
and transient stability) limits. Interconnection Customer shall not cause its Facility to disconnect
automatically or instantaneously from the New York State Transmission System or trip any
generating unit comprising the Facility for an under or over frequency condition unless the
abnormal frequency condition persists for a time period beyond the limits set forth in ANSI/IEEE
Standard C37.106, or such other standard as applied to other generators in the New York Control
Area on a comparable basis.
9.5.5 Primary Frequency Response.
Interconnection Customer shall ensure the primary frequency response capability of its
Facility by installing, maintaining, and operating a functioning governor or equivalent controls.
The term “functioning governor or equivalent controls” as used herein shall mean the required
hardware and/or software that provides frequency responsive real power control with the ability to
sense changes in system frequency and autonomously adjust the Facility’s real power output in
accordance with the droop and deadband parameters and in the direction needed to correct
frequency deviations. Interconnection Customer is required to install a governor or equivalent
controls with the capability of operating: (1) with a maximum 5 percent droop ± 0.036 Hz
deadband; or (2) in accordance with the relevant droop, deadband, and timely and sustained
response settings from an approved Applicable Reliability Standard providing for equivalent or
more stringent parameters. The droop characteristic shall be: (1) based on the nameplate capacity
of the Facility, and shall be linear in the range of frequencies between 59 and 61 Hz that are outside
of the deadband parameter; or (2) based on an approved Applicable Reliability Standard providing
for an equivalent or more stringent parameter. The deadband parameter shall be: the range of
frequencies above and below nominal (60 Hz) in which the governor or equivalent controls is not
expected to adjust the Facility’s real power output in response to frequency deviations. The
deadband shall be implemented: (1) without a step to the droop curve, that is, once the frequency
deviation exceeds the deadband parameter, the expected change in the Facility’s real power output
in response to frequency deviations shall start from zero and then increase (for under-frequency
deviations) or decrease (for over-frequency deviations) linearly in proportion to the magnitude of
the frequency deviation; or (2) in accordance with an approved Applicable Reliability Standard
providing for an equivalent or more stringent parameter. Interconnection Customer shall notify
NYISO that the primary frequency response capability of the Facility has been tested and
confirmed during commissioning. Once Interconnection Customer has synchronized the Facility
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with the New York State Transmission System, Interconnection Customer shall operate the
Facility consistent with the provisions specified in Articles 9.5.1.1 and 9.5.5.2 of this Agreement.
The primary frequency response requirements contained herein shall apply to both synchronous
and non-synchronous Facilities.
9.5.5.1 Governor or Equivalent Controls.
Whenever the Facility is operated in parallel with the New York State Transmission
System, Interconnection Customer shall operate the Facility with its governor or equivalent
controls in service and responsive to frequency. Interconnection Customer shall: (1) in
coordination with NYISO, set the deadband parameter to: (1) a maximum of ±0.036 Hz and set
the droop parameter to a maximum of 5 percent; or (2) implement the relevant droop and deadband
settings from an approved Applicable Reliability Standard that provides for equivalent or more
stringent parameters. Interconnection Customer shall be required to provide the status and settings
of the governor and equivalent controls to NYISO and/or the Connecting Transmission Owner
upon request. If Interconnection Customer needs to operate the Facility with its governor or
equivalent controls not in service, Interconnection Customer shall immediately notify NYISO and
the Connecting Transmission Owner, and provide both with the following information: (1) the
operating status of the governor or equivalent controls (i.e., whether it is currently out of service
or when it will be taken out of service); (2) the reasons for removing the governor or equivalent
controls from service; and (3) a reasonable estimate of when the governor or equivalent controls
will be returned to service. Interconnection Customer shall make Reasonable Efforts to return its
governor or equivalent controls into service as soon as practicable. Interconnection Customer shall
make Reasonable Efforts to keep outages of the Facility’s governor or equivalent controls to a
minimum whenever the Facility is operated in parallel with the New York State Transmission
System.
9.5.5.2 Timely and Sustained Response.
Interconnection Customer shall ensure that the Facility’s real power response to sustained
frequency deviations outside of the deadband setting is automatically provided and shall begin
immediately after frequency deviates outside of the deadband, and to the extent the Facility has
operating capability in the direction needed to correct the frequency deviation. Interconnection
Customer shall not block or otherwise inhibit the ability of the governor or equivalent controls to
respond and shall ensure that the response is not inhibited, except under certain operational
constraints including, but not limited to, ambient temperature limitations, physical energy
limitations, outages of mechanical equipment, or regulatory requirements. The Facility shall
sustain the real power response at least until system frequency returns to a value within the
deadband setting of the governor or equivalent controls. An Applicable Reliability Standard with
equivalent or more stringent requirements shall supersede the above requirements.
9.5.5.3 Exemptions.
Facilities that are regulated by the United States Nuclear Regulatory Commission shall be
exempt from Articles 9.5.5, 9.5.5.1, and 9.5.5.2 of this Agreement. Facilities that are behind the
meter generation that is sized-to-load (i.e., the thermal load and the generation are near-balanced
in real-time operation and the generation is primarily controlled to maintain the unique thermal,
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chemical, or mechanical output necessary for the operating requirements of its host facility) shall
be required to install primary frequency response capability requirements in accordance with the
droop and deadband capability requirements specified in Article 9.5.5, but shall be otherwise
exempt from the operating requirements in Articles 9.5.5, 9.5.5.1, 9.5.5.2, and 9.5.5.4 of this
Agreement.
9.5.5.4 Electric Storage Resources.
Interconnecting Customer interconnecting a Facility that contains an electric storage
resource shall establish an operating range in Appendix C of this Agreement that specifies a
minimum state of charge and a maximum state of charge between which the electric storage
resource will be required to provide primary frequency response consistent with the conditions set
forth in Articles 9.5.5, 9.5.5.1, 9.5.5.2, and 9.5.5.3 of this Agreement. Appendix C shall specify
whether the operating range is static or dynamic, and shall consider (1) the expected magnitude of
frequency deviations in the interconnection; (2) the expected duration that system frequency will
remain outside of the deadband parameter in the interconnection; (3) the expected incidence of
frequency deviations outside of the deadband parameter in the interconnection; (4) the physical
capabilities of the electric storage resource; (5) operational limitations of the electric storage
resources due to manufacturer specification; and (6) any other relevant factors agreed to by the
NYISO, Connecting Transmission Owner, and Interconnection Customer. If the operating range
is dynamic, then Appendix C must establish how frequently the operating range will be reevaluated
and the factors that may be considered during its reevaluation.
Interconnection Customer’s electric storage resource is required to provide timely and
sustained primary frequency response consistent with Article 9.5.5.2 of this Agreement when it is
online and dispatched to inject electricity to the New York State Transmission System and/or
receive electricity from the New York State Transmission System. This excludes circumstances
when the electric storage resource is not dispatched to inject electricity to the New York State
Transmission System and/or dispatched to receive electricity from the New York State
Transmission System. If Interconnection Customer’s electric storage resource is charging at the
time of a frequency deviation outside of its deadband parameter, it is to increase (for over-
frequency deviations) or decrease (for under-frequency deviations) the rate at which it is charging
in accordance with its droop parameter. Interconnection Customer’s electric storage resource is
not required to change from charging to discharging, or vice versa, unless the response necessitated
by the droop and deadband settings requires it to do so and it is technically capable of making such
a transition.
9.6 Outages and Interruptions.
9.6.1 Outages.
9.6.1.1 Outage Authority and Coordination.
Interconnection Customer and Connecting Transmission Owner may each, in accordance
with ISO Procedures and Good Utility Practice and in coordination with the other Party, remove
from service any of its respective Attachment Facilities or System Upgrade Facilities and System
Deliverability Upgrades that may impact the other Party’s facilities as necessary to perform
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maintenance or testing or to install or replace equipment. Absent an Emergency State, the Party
scheduling a removal of such facility(ies) from service will use Reasonable Efforts to schedule
such removal on a date and time mutually acceptable to both the Interconnection Customer and
the Connecting Transmission Owner. In all circumstances either Party planning to remove such
facility(ies) from service shall use Reasonable Efforts to minimize the effect on the other Party of
such removal.
9.6.1.2 Outage Schedules.
The Connecting Transmission Owner shall post scheduled outages of its transmission
facilities on the NYISO OASIS. Interconnection Customer shall submit its planned maintenance
schedules for the Facility to Connecting Transmission Owner and NYISO for a minimum of a
rolling thirty-six month period. Interconnection Customer shall update its planned maintenance
schedules as necessary. NYISO may direct, or the Connecting Transmission Owner may request,
Interconnection Customer to reschedule its maintenance as necessary to maintain the reliability of
the New York State Transmission System. Compensation to Interconnection Customer for any
additional direct costs that Interconnection Customer incurs as a result of rescheduling
maintenance, including any additional overtime, breaking of maintenance contracts or other costs
above and beyond the cost Interconnection Customer would have incurred absent the request to
reschedule maintenance, shall be in accordance with the ISO OATT. Interconnection Customer
will not be eligible to receive compensation, if during the twelve (12) months prior to the date of
the scheduled maintenance, Interconnection Customer had modified its schedule of maintenance
activities other than at the direction of the NYISO or request of the Connecting Transmission
Owner.
9.6.1.3 Outage Restoration.
If an outage on the Attachment Facilities or System Upgrade Facilities or System
Deliverability Upgrades of the Connecting Transmission Owner or Interconnection Customer
adversely affects the other Party’s operations or facilities, the Party that owns the facility that is
out of service shall use Reasonable Efforts to promptly restore such facility(ies) to a normal
operating condition consistent with the nature of the outage. The Party that owns the facility that
is out of service shall provide the other Party and NYISO, to the extent such information is known,
information on the nature of the Emergency State, an estimated time of restoration, and any
corrective actions required. Initial verbal notice shall be followed up as soon as practicable with
written notice explaining the nature of the outage.
9.6.2 Interruption of Service. If required by Good Utility Practice or Applicable
Reliability Standards to do so, the NYISO or Connecting Transmission Owner may require
Interconnection Customer to interrupt or reduce production or transmission of electricity if such
production or transmission of electricity could adversely affect the ability of NYISO and
Connecting Transmission Owner to perform such activities as are necessary to safely and reliably
operate and maintain the New York State Transmission System. The following provisions shall
apply to any interruption or reduction permitted under this Article 9.6.2:
9.6.2.1 The interruption or reduction shall continue only for so long as reasonably necessary under Good Utility Practice;
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9.6.2.2 Any such interruption or reduction shall be made on an equitable, non-
discriminatory basis with respect to all generating and merchant transmission facilities directly
connected to the New York State Transmission System;
9.6.2.3 When the interruption or reduction must be made under circumstances
which do not allow for advance notice, NYISO or Connecting Transmission Owner shall notify
Interconnection Customer by telephone as soon as practicable of the reasons for the curtailment,
interruption, or reduction, and, if known, its expected duration. Telephone notification shall be
followed by written notification as soon as practicable;
9.6.2.4 Except during the existence of an Emergency State, when the
interruption or reduction can be scheduled without advance notice, NYISO or Connecting
Transmission Owner shall notify Interconnection Customer in advance regarding the timing of
such scheduling and further notify Interconnection Customer of the expected duration. NYISO or
Connecting Transmission Owner shall coordinate with each other and Interconnection Customer
using Good Utility Practice to schedule the interruption or reduction during periods of least impact
to Interconnection Customer, the Connecting Transmission Owner and the New York State
Transmission System;
9.6.2.5 The Parties shall cooperate and coordinate with each other to the
extent necessary in order to restore the Facility, Attachment Facilities, and the New York State
Transmission System to their normal operating state, consistent with system conditions and Good
Utility Practice.
9.6.3 Ride Through Capability and Performance.
The New York State Transmission System is designed to automatically activate a load-
shed program as required by the Applicable Reliability Councils in the event of an under-frequency
system disturbance. Interconnection Customer shall implement under-frequency and over-
frequency relay set points for the Facility as required by the Applicable Reliability Councils to
ensure frequency “ride through” capability of the New York State Transmission System. Facility
response to frequency deviations of predetermined magnitudes, both under-frequency and over-
frequency deviations, shall be studied and coordinated with the NYISO and Connecting
Transmission Owner in accordance with Good Utility Practice. Interconnection Customer shall
also implement under-voltage and over-voltage relay set points, or equivalent electronic controls,
as required by the Applicable Reliability Councils to ensure voltage “ride through” capability of
the New York State Transmission System. The term “ride through” as used herein shall mean the
ability of a Generating Facility to stay connected to and synchronized with the New York State
Transmission System during system disturbances within a range of under-frequency, over-
frequency, under-voltage, and over-voltage conditions, in accordance with Good Utility Practice
and consistent with any standards and guidelines that are applied to other Generating Facilities in
the Balancing Authority Area on a comparable basis unless the Transmission Owner in whose
Transmission District the Facility interconnects has established different requirements that apply
on a comparable basis in accordance with Good Utility Practice. For abnormal frequency
conditions and voltage conditions within the “no trip zone” as that term is defined by ERO
Reliability Standard PRC-024-3, any successor mandatory ride through ERO reliability standards,
or any more stringent NPCC or NYSRC requirements applicable to Generating Facilities in the
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Balancing Authority Area on a comparable basis, the non-synchronous Generating Facility must
ensure that, within any physical limitations of the Generating Facility, its control and protection
settings are configured or set to (1) continue active power production during disturbance and post
disturbance periods at pre-disturbance levels, unless reactive power priority mode is enabled or
unless providing primary frequency response or fast frequency response; (2) minimize reductions
in active power and remain within dynamic voltage and current limits, if reactive power priority
mode is enabled, unless providing primary frequency response or fast frequency response; (3) not
artificially limit dynamic reactive power capability during disturbances; and (4) return to pre-
disturbance active power levels without artificial ramp rate limits if active power is reduced, unless
providing primary frequency response or fast frequency response.
9.6.4 System Protection and Other Control Requirements.
9.6.4.1 System Protection Facilities. Interconnection Customer shall, at its
expense, install, operate and maintain System Protection Facilities as a part of the Facility or
Interconnection Customer’s Attachment Facilities. Connecting Transmission Owner shall install
at Interconnection Customer’s expense any System Protection Facilities that may be required on
the Connecting Transmission Owner’s Attachment Facilities or the New York State Transmission
System as a result of the interconnection of the Facility and Interconnection Customer’s
Attachment Facilities.
9.6.4.2 The protection facilities of both Interconnection Customer and
Connecting Transmission Owner shall be designed and coordinated with other systems in
accordance with Good Utility Practice and Applicable Reliability Standards.
9.6.4.3 Interconnection Customer and Connecting Transmission Owner shall
each be responsible for protection of its respective facilities consistent with Good Utility Practice
and Applicable Reliability Standards.
9.6.4.4 The protective relay design of Interconnection Customer and
Connecting Transmission Owner shall each incorporate the necessary test switches to perform the
tests required in Article 6 of this Agreement. 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/or the tripping of Interconnection Customer’s
Facility or Connecting Transmission Owner’s facilities.
9.6.4.5 Interconnection Customer and Connecting Transmission Owner will
each test, operate and maintain System Protection Facilities in accordance with Good Utility
Practice, ERO and NPCC criteria.
9.6.4.6 Prior to the Initial Backfeed Date, and again prior to the Commercial
Operation Date, Interconnection Customer and Connecting Transmission Owner shall each
perform, or their agents shall perform, a complete calibration test and functional trip test of the
System Protection Facilities. At intervals suggested by Good Utility Practice and following any
apparent malfunction of the System Protection Facilities, Interconnection Customer and
Connecting Transmission Owner shall each perform both calibration and functional trip tests of its
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System Protection Facilities. 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.
9.6.5 Requirements for Protection.
In compliance with NPCC requirements and Good Utility Practice, Interconnection
Customer shall provide, install, own, and maintain relays, circuit breakers and all other devices
necessary to remove any fault contribution of the Facility to any short circuit occurring on the New
York State Transmission System not otherwise isolated by Connecting Transmission Owner’s
equipment, such that the removal of the fault contribution shall be coordinated with the protective
requirements of the New York State Transmission System. Such protective equipment shall
include, without limitation, a disconnecting device or switch with load-interrupting capability
located between the Facility and the New York State Transmission System at a site selected upon
mutual agreement (not to be unreasonably withheld, conditioned or delayed) of Interconnection
Customer and Connecting Transmission Owner. Interconnection Customer shall be responsible
for protection of the Facility and Interconnection Customer’s other equipment from such
conditions as negative sequence currents, over- or under-frequency, sudden load rejection, over-
or under-voltage, and generator loss-of-field. Interconnection Customer shall be solely responsible
to disconnect the Facility and Interconnection Customer’s other equipment if conditions on the
New York State Transmission System could adversely affect the Facility.
9.6.6 Power Quality.
Neither the facilities of Interconnection Customer nor the facilities of Connecting
Transmission Owner shall cause excessive voltage flicker nor introduce excessive distortion to the
sinusoidal voltage or current waves as defined by ANSI Standard C84.1-1989, in accordance with
IEEE Standard 519, or any applicable superseding electric industry standard. In the event of a
conflict between ANSI Standard C84.1-1989, or any applicable superseding electric industry
standard, ANSI Standard C84.1-1989, or the applicable superseding electric industry standard,
shall control.
9.7 Switching and Tagging Rules.
Interconnection Customer and Connecting Transmission Owner shall each provide the
other Party a copy of its switching and tagging rules that are applicable to the other Party’s
activities. Such switching and tagging rules shall be developed on a nondiscriminatory basis. The
Parties shall comply with applicable switching and tagging rules, as amended from time to time,
in obtaining clearances for work or for switching operations on equipment.
9.8 Use of Attachment Facilities by Third Parties.
9.8.1 Purpose of Attachment Facilities.
Except as may be required by Applicable Laws and Regulations, or as otherwise agreed to
among the Parties, the Attachment Facilities shall be constructed for the sole purpose of
interconnecting the Facility to the New York State Transmission System and shall be used for no
other purpose.
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9.8.2 Third Party Users.
If required by Applicable Laws and Regulations or if the Parties mutually agree, such
agreement not to be unreasonably withheld, to allow one or more third parties to use the
Connecting Transmission Owner’s Attachment Facilities, or any part thereof, Interconnection
Customer will be entitled to compensation for the capital expenses it incurred in connection with
the Attachment Facilities based upon the pro rata use of the Attachment Facilities by Connecting
Transmission Owner, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually-agreed upon methodology. In
addition, cost responsibility for ongoing costs, including operation and maintenance costs
associated with the Attachment Facilities, will be allocated between Interconnection Customer and
any third party users based upon the pro rata use of the Attachment Facilities by Connecting
Transmission Owner, all third party users, and Interconnection Customer, in accordance with
Applicable Laws and Regulations or upon some other mutually agreed upon methodology. If the
issue of such compensation or allocation cannot be resolved through such negotiations, it shall be
submitted to FERC for resolution.
9.9 Disturbance Analysis Data Exchange.
The Parties will cooperate with one another and the NYISO in the analysis of disturbances
to either the Facility or the New York State Transmission System by gathering and providing
access to any information relating to any disturbance, including information from disturbance
recording equipment, protective relay targets, breaker operations and sequence of events records,
and any disturbance information required by Good Utility Practice.
9.10 Reserved
ARTICLE 10. MAINTENANCE
10.1 Connecting Transmission Owner Obligations.
Connecting Transmission Owner shall maintain its transmission facilities and Attachment
Facilities in a safe and reliable manner and in accordance with this Agreement.
10.2 Interconnection Customer Obligations.
Interconnection Customer shall maintain its Facility and Attachment Facilities in a safe
and reliable manner and in accordance with this Agreement.
10.3 Coordination.
Interconnection Customer and Connecting Transmission Owner shall confer regularly to
coordinate the planning, scheduling and performance of preventive and corrective maintenance on
the Facility and the Attachment Facilities. Interconnection Customer and Connecting
Transmission Owner shall keep NYISO fully informed of the preventive and corrective
maintenance that is planned, and shall schedule all such maintenance in accordance with ISO
Procedures.
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10.4 Secondary Systems.
Interconnection Customers and Connecting Transmission Owner shall each cooperate with
the other in the inspection, maintenance, and testing of control or power circuits that operate below
600 volts, AC or DC, including, but not limited to, any hardware, control or protective devices,
cables, conductors, electric raceways, secondary equipment panels, transducers, batteries,
chargers, and voltage and current transformers that directly affect the operation of Interconnection
Customer’s or Connecting Transmission Owner’s facilities and equipment which may reasonably
be expected to impact the other Party. Interconnection Customer and Connecting Transmission
Owner shall each provide advance notice to the other Party, and to NYISO, before undertaking
any work on such circuits, especially on electrical circuits involving circuit breaker trip and close
contacts, current transformers, or potential transformers.
10.5 Operating and Maintenance Expenses.
Subject to the provisions herein addressing the use of facilities by others, and except for
operations and maintenance expenses associated with modifications made for providing
interconnection or transmission service to a third party and such third party pays for such expenses,
Interconnection Customer shall be responsible for all reasonable expenses including overheads,
associated with: (1) owning, operating, maintaining, repairing, and replacing Interconnection
Customer’s Attachment Facilities; and (2) operation, maintenance, repair and replacement of
Connecting Transmission Owner’s Attachment Facilities. The Connecting Transmission Owner
shall be entitled to the recovery of incremental operating and maintenance expenses that it incurs
associated with System Upgrade Facilities and System Deliverability Upgrades if and to the extent
provided for under Attachment HH to the ISO OATT.
ARTICLE 11. PERFORMANCE OBLIGATION
11.1 Interconnection Customer’s Attachment Facilities.
Interconnection Customer shall design, procure, construct, install, own and/or control the
Interconnection Customer’s Attachment Facilities described in Appendix A hereto, at its sole
expense.
11.2 Connecting Transmission Owner’s Attachment Facilities.
Connecting Transmission Owner or Interconnection Customer, as determined in
accordance with Article 5 of this Agreement, shall design, procure, construct, and/or install the
Connecting Transmission Owner’s Attachment Facilities described in Appendix A hereto at the
sole expense of the Interconnection Customer. Connecting Transmission Owner shall own the
Connecting Transmission Owner’s Attachment Facilities.
11.3 System Upgrade Facilities and System Deliverability Upgrades.
Connecting Transmission Owner or Interconnection Customer, as determined in
accordance with Article 5 of this Agreement, shall design, procure, construct, and/or install the
System Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto.
Connecting Transmission Owner shall own the System Upgrade Facilities and System
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Deliverability Upgrades. The responsibility of the Interconnection Customer for costs related to
System Upgrade Facilities and System Deliverability Upgrades shall be determined in accordance
with the provisions of Attachment HH to the OATT.
11.4 Upgrades on Affected Systems or Upgrades Required for Multiple Projects on Connecting Transmission Owner’s System or Affected Systems.
If any System Upgrade Facilities or System Deliverability Upgrades are required on an
Affected System or Connecting Transmission Owner’s system in connection with the
interconnection of the Facility and are subject to the requirements to enter a Standard Upgrades
Construction Agreement or a Standard Multiparty Upgrade Construction Agreement pursuant to
the requirements in Attachment HH to the OATT, the upgrades will be described in Appendix A
to this Agreement and constructed in accordance with the applicable construction agreement. If
the Facility is subject to an Affected System Study for potential impacts to an External Affected
System, the status of the Affected System Study and any identified Affected System Network
Upgrades on the External Affected System will be described in Appendix A to this Agreement.
11.5 Provision of Security.
[If this Agreement is for a Generating Facility or Cluster Study Transmission Project
participating in a Cluster Study Process that accepted, or is agreeing under this Agreement to
accept, as applicable its Project Cost Allocation for Connecting Transmission Owner’s
Attachment Facilities, Distribution Upgrades, System Upgrade Facilities, and/or System
Deliverability Upgrades and has posted, or is agreeing to post, the related Security in the Cluster
Study Process, this provision will be replaced with the following: Attachment HH to the ISO OATT
shall govern the Security that Interconnection Customer provided for, as applicable, Connecting
Transmission Owner’s Attachment Facilities, Distribution Upgrades, System Upgrade Facilities
and/or System Deliverability Upgrades for a Generating Facility or Cluster Study Transmission
Project that participated in a Cluster Study.]
At least thirty (30) Calendar Days prior to the commencement of the procurement,
installation, or construction of a discrete portion of a Connecting Transmission Owner’s
Attachment Facilities, Interconnection Customer shall provide Connecting Transmission Owner,
at Interconnection Customer’s option, a guarantee, a letter of credit or other form of security that
is reasonably acceptable to Connecting Transmission Owner and is consistent with the Uniform
Commercial Code of the jurisdiction identified in Article 14.2.1 of this Agreement. Such security
for payment shall be in an amount sufficient to cover the cost for Interconnection Customer’s share
of constructing, procuring and installing the applicable portion of Connecting Transmission
Owner’s Attachment Facilities, and shall be reduced on a dollar-for-dollar basis for payments
made to Connecting Transmission Owner for these purposes.
In addition:
11.5.1 The guarantee must be made by an entity that meets the commercially reasonable
creditworthiness requirements of Connecting Transmission Owner, and contains terms and
conditions that guarantee payment of any amount that may be due from Interconnection Customer,
up to an agreed-to maximum amount.
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11.5.2 The letter of credit must be issued by a financial institution reasonably acceptable to Connecting Transmission Owner and must specify a reasonable expiration date.
11.5.3 Attachment HH to the ISO OATT shall govern the Security that Interconnection
Customer provided for System Upgrade Facilities and System Deliverability Upgrades for a
Generating Facility or Class Year Transmission Project that participated in a Class Year Study.
11.6 Interconnection Customer’s Compensation for Emergency Services.
If, during an Emergency State, Interconnection Customer provides services at the request
or direction of the NYISO or Connecting Transmission Owner, Interconnection Customer will be
compensated for such services in accordance with the ISO Services Tariff.
11.7 Line Outage Costs.
Notwithstanding anything in the ISO OATT to the contrary, the Connecting Transmission
Owner may propose to recover line outage costs associated with the installation of Connecting
Transmission Owner’s Attachment Facilities, System Upgrade Facilities, or System Deliverability
Upgrades on a case-by-case basis.
ARTICLE 12. INVOICE
12.1 General.
Interconnection Customer and Connecting Transmission Owner shall each submit to the
other Party, on a monthly basis, invoices of amounts due for the preceding month or as otherwise
agreed by such Parties and as set forth in Section 3 of Appendix B. Each invoice shall state the
month to which the invoice applies and fully describe the services and equipment provided.
Interconnection Customer and Connecting Transmission Owner may discharge mutual debts and
payment obligations due and owing to each other on the same date through netting, in which case
all amounts one Party owes to the other Party under this Agreement, including interest payments
or credits, shall be netted so that only the net amount remaining due shall be paid by the owing
Party.
12.2 Final Invoice.
Within six months after completion of the construction of the Connecting Transmission
Owner’s Attachment Facilities, System Upgrade Facilities, and System Deliverability Upgrades,
Connecting Transmission Owner shall provide an invoice of the final cost of the construction of
the Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities, and
System Deliverability Upgrades, determined in accordance with Attachment HH to the ISO
OATT, and shall set forth such costs in sufficient detail to enable Interconnection Customer to
compare the actual costs with the estimates and to ascertain deviations, if any, from the cost
estimates. Connecting Transmission Owner shall refund to Interconnection Customer any amount
by which the actual payment by Interconnection Customer for estimated costs exceeds the actual
costs of construction within thirty (30) Calendar Days of the issuance of such final construction
invoice.
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12.3 Payment.
Invoices shall be rendered to the paying Party at the address specified in Appendix F hereto.
The Party receiving the invoice shall pay the invoice within thirty (30) Calendar Days of receipt.
All payments shall be made in immediately available funds payable to the other Party, or by wire
transfer to a bank named and account designated by the invoicing Party. Payment of invoices will
not constitute a waiver of any rights or claims the paying Party may have under this Agreement.
12.4 Disputes.
In the event of a billing dispute between Connecting Transmission Owner and
Interconnection Customer, Connecting Transmission Owner shall continue to perform under this
Agreement as long as Interconnection Customer: (i) continues to make all payments not in dispute;
and (ii) pays to Connecting Transmission Owner or into an independent escrow account the portion
of the invoice in dispute, pending resolution of such dispute. If Interconnection Customer fails to
meet these two requirements for continuation of service, then Connecting Transmission Owner
may provide notice to Interconnection Customer of a Default pursuant to Article 17. Within thirty
(30) Calendar Days after the resolution of the dispute, the Party that owes money to the other Party
shall pay the amount due with interest calculated in accord with the methodology set forth in
FERC’s Regulations at 18 C.F.R. § 35.19a(a)(2)(iii).
ARTICLE 13. EMERGENCIES
13.1 Obligations.
Each Party shall comply with the Emergency State procedures of NYISO, the Applicable
Reliability Councils, of Applicable Laws and Regulations, and any emergency procedures agreed
to by the NYISO Operating Committee.
13.2 Notice.
NYISO or, as applicable, Connecting Transmission Owner shall notify Interconnection
Customer promptly when it becomes aware of an Emergency State that affects the Connecting
Transmission Owner’s Attachment Facilities or the New York State Transmission System that
may reasonably be expected to affect Interconnection Customer’s operation of the Facility or the
Interconnection Customer’s Attachment Facilities. Interconnection Customer shall notify NYISO
and Connecting Transmission Owner promptly when it becomes aware of an Emergency State that
affects the Facility or the Interconnection Customer’s Attachment Facilities that may reasonably
be expected to affect the New York State Transmission System or the Connecting Transmission
Owner’s Attachment Facilities. To the extent information is known, the notification shall describe
the Emergency State, the extent of the damage or deficiency, the expected effect on the operation
of Interconnection Customer’s or Connecting Transmission Owner’s facilities and operations, its
anticipated duration and the corrective action taken and/or to be taken. The initial notice shall be
followed as soon as practicable with written notice.
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13.3 Immediate Action.
Unless, in Interconnection Customer’s reasonable judgment, immediate action is required,
Interconnection Customer shall obtain the consent of Connecting Transmission Owner, such
consent to not be unreasonably withheld, prior to performing any manual switching operations at
the Facility or the Interconnection Customer’s Attachment Facilities in response to an Emergency
State either declared by NYISO, Connecting Transmission Owner or otherwise regarding New
York State Transmission System.
13.4 NYISO and Connecting Transmission Owner Authority.
13.4.1 General.
NYISO or Connecting Transmission Owner may take whatever actions with regard to the
New York State Transmission System or the Connecting Transmission Owner’s Attachment
Facilities it deems necessary during an Emergency State in order to (i) preserve public health and
safety, (ii) preserve the reliability of the New York State Transmission System or the Connecting
Transmission Owner’s Attachment Facilities, (iii) limit or prevent damage, and (iv) expedite
restoration of service.
NYISO and Connecting Transmission Owner shall use Reasonable Efforts to minimize the
effect of such actions or inactions on the Facility or the Interconnection Customer’s Attachment
Facilities. NYISO or Connecting Transmission Owner may, on the basis of technical
considerations, require the Facility to mitigate an Emergency State by taking actions necessary
and limited in scope to remedy the Emergency State, including, but not limited to, directing
Interconnection Customer to shut-down, start-up, increase or decrease the real or reactive power
output of the Facility; implementing a reduction or disconnection pursuant to Article 13.4.2;
directing Interconnection Customer to assist with blackstart (if available) or restoration efforts; or
altering the outage schedules of the Facility and the Interconnection Customer’s Attachment
Facilities. Interconnection Customer shall comply with all of the NYISO and Connecting
Transmission Owner’s operating instructions concerning Facility real power and reactive power
output within the manufacturer’s design limitations of the Facility’s equipment that is in service
and physically available for operation at the time, in compliance with Applicable Laws and
Regulations.
13.4.2 Reduction and Disconnection.
NYISO or Connecting Transmission Owner may reduce generation or transmission from
or disconnect the Facility or the Interconnection Customer’s Attachment Facilities, when such
reduction or disconnection is necessary under Good Utility Practice due to an Emergency State.
These rights are separate and distinct from any right of Curtailment of NYISO pursuant to the ISO
OATT. When NYISO or Connecting Transmission Owner can schedule the reduction or
disconnection in advance, NYISO or Connecting Transmission Owner shall notify Interconnection
Customer of the reasons, timing and expected duration of the reduction or disconnection. NYISO
or Connecting Transmission Owner shall coordinate with Interconnection Customer using Good
Utility Practice to schedule the reduction or disconnection during periods of least impact to
Interconnection Customer and the New York State Transmission System. Any reduction or
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disconnection shall continue only for so long as reasonably necessary under Good Utility Practice.
The Parties shall cooperate with each other to restore the Facility, the Attachment Facilities, and
the New York State Transmission System to their normal operating state as soon as practicable
consistent with Good Utility Practice.
13.5 Interconnection Customer Authority.
Consistent with Good Utility Practice and this Agreement, Interconnection Customer may
take whatever actions or inactions with regard to the Facility or the Interconnection Customer’s
Attachment Facilities during an Emergency State in order to (i) preserve public health and safety,
(ii) preserve the reliability of the Facility or the Interconnection Customer’s Attachment Facilities,
(iii) limit or prevent damage, and (iv) expedite restoration of service. Interconnection Customer
shall use Reasonable Efforts to minimize the effect of such actions or inactions on the New York
State Transmission System and the Connecting Transmission Owner’s Attachment Facilities.
NYISO and Connecting Transmission Owner shall use Reasonable Efforts to assist
Interconnection Customer in such actions.
13.6 Limited Liability.
Except as otherwise provided in Article 11.6 of this Agreement, no Party shall be liable to
another Party for any action it takes in responding to an Emergency State so long as such action is
made in good faith and is consistent with Good Utility Practice and the NYISO Tariffs.
ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW
14.1 Regulatory Requirements.
Each Party’s obligations under this Agreement shall be subject to its receipt of any required
approval or certificate from one or more Governmental Authorities in the form and substance
satisfactory to the applying Party, or the Party making any required filings with, or providing notice
to, such Governmental Authorities, and the expiration of any time period associated therewith.
Each Party shall in good faith seek and use its Reasonable Efforts to obtain such other approvals.
Nothing in this Agreement shall require Interconnection Customer to take any action that could
result in its inability to obtain, or its loss of, status or exemption under the Federal Power Act or
the Public Utility Holding Company Act of 2005 or the Public Utility Regulatory Policies Act of
1978, as amended.
14.2 Governing Law.
14.2.1 The validity, interpretation and performance of this Agreement and each of its
provisions shall be governed by the laws of the state of New York, without regard to its conflicts
of law principles.
14.2.2 This Agreement is subject to all Applicable Laws and Regulations.
14.2.3 Each Party expressly reserves the right to seek changes in, appeal, or otherwise contest any laws, orders, rules, or regulations of a Governmental Authority.
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ARTICLE 15. NOTICES
15.1 General.
Unless otherwise provided in this Agreement, any notice, demand or request required or
permitted to be given by a Party to the other Parties and any instrument required or permitted to
be tendered or delivered by a Party in writing to the other Parties shall be effective when delivered
and may be so given, tendered or delivered, by recognized national courier, or by depositing the
same with the United States Postal Service with postage prepaid, for delivery by certified or
registered mail, addressed to the Party, or personally delivered to the Party, at the address set out
in Appendix F hereto.
A Party may change the notice information in this Agreement by giving five (5) Business
Days written notice prior to the effective date of the change.
15.2 Billings and Payments.
Billings and payments shall be sent to the addresses set out in Appendix F hereto.
15.3 Alternative Forms of Notice.
Any notice or request required or permitted to be given by a Party to the other Parties and
not required by this Agreement to be given in writing may be so given by telephone or email to
the telephone numbers and email addresses set out in Appendix F hereto.
15.4 Operations and Maintenance Notice.
Interconnection Customer and Connecting Transmission Owner shall each notify the other
Party, and NYISO, in writing of the identity of the person(s) that it designates as the point(s) of
contact with respect to the implementation of Articles 9 and 10 of this Agreement.
ARTICLE 16. FORCE MAJEURE
Economic hardship is not considered a Force Majeure event. A Party shall not be
responsible or liable, or deemed, in Default with respect to any obligation hereunder, (including
obligations under Article 4 of this Agreement), other than the obligation to pay money when due,
to the extent the Party is 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 Parties in writing or by telephone as soon as reasonably possible after the occurrence of the
cause relied upon. Telephone notices given pursuant to this Article 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.
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ARTICLE 17. DEFAULT
17.1 General.
No Breach 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 Parties. Upon a Breach, the non-Breaching Parties shall give written notice
of such to the Breaching Party. The Breaching Party shall have thirty (30) Calendar Days from
receipt of the Breach notice within which to cure such Breach; provided however, if such Breach
is not capable of cure within thirty (30) Calendar Days, the Breaching Party shall commence such
cure within thirty (30) Calendar Days after notice and continuously and diligently complete such
cure within ninety (90) Calendar Days from receipt of the Breach notice; and, if cured within such
time, the Breach specified in such notice shall cease to exist.
17.2 Right to Terminate.
If a Breach is not cured as provided in this Article 17, or if a Breach is not capable of being
cured within the period provided for herein, the non-Breaching Parties acting together shall
thereafter have the right to declare a Default and terminate this Agreement by written notice at any
time until cure occurs, and be relieved of any further obligation hereunder and, whether or not
those Parties terminate this Agreement, to recover from the defaulting Party all amounts due
hereunder, plus all other damages and remedies to which they are entitled at law or in equity. The
provisions of this Article will survive termination of this Agreement.
ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE
18.1 Indemnity.
Each Party (the “Indemnifying Party”) shall at all times indemnify, defend, and save
harmless, as applicable, the other Parties (each an “Indemnified Party”) from, any and all damages,
losses, claims, including claims and actions relating to injury to or death of any person or damage
to property, the alleged violation of any Environmental Law, or the release or threatened release
of any Hazardous Substance, demand, suits, recoveries, costs and expenses, court costs, attorney
fees, and all other obligations by or to third parties (any and all of these a “Loss”), arising out of
or resulting from (i) the Indemnified Party’s performance of its obligations under this Agreement
on behalf of the Indemnifying Party, except in cases where the Indemnifying Party can demonstrate
that the Loss of the Indemnified Party was caused by the gross negligence or intentional
wrongdoing of the Indemnified Party or (ii) the violation by the Indemnifying Party of any
Environmental Law or the release by the Indemnifying Party of any Hazardous Substance.
18.1.1 Indemnified Party.
If a Party is entitled to indemnification under this Article 18 as a result of a claim by a third
party, and the Indemnifying Party fails, after notice and reasonable opportunity to proceed under
Article 18.1.3, to assume the defense of such claim, such Indemnified Party may at the expense of
the Indemnifying Party contest, settle or consent to the entry of any judgment with respect to, or
pay in full, such claim.
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18.1.2 Indemnifying Party.
If an Indemnifying Party is obligated to indemnify and hold any Indemnified Party
harmless under this Article 18, the amount owing to the Indemnified Party shall be the amount of
such Indemnified Party’s actual Loss, net of any insurance or other recovery.
18.1.3 Indemnity Procedures.
Promptly after receipt by an Indemnified Party of any claim or notice of the
commencement of any action or administrative or legal proceeding or investigation as to which
the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the
Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a
Party’s indemnification obligation unless such failure or delay is materially prejudicial to the
Indemnifying Party.
Except as stated below, the Indemnifying Party shall have the right to assume the defense
thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the
Indemnified Party. If the defendants in any such action include one or more Indemnified Parties
and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be
legal defenses available to it and/or other Indemnified Parties which are different from or
additional to those available to the Indemnifying Party, the Indemnified Party shall have the right
to select separate counsel to assert such legal defenses and to otherwise participate in the defense
of such action on its own behalf. In such instances, the Indemnifying Party shall only be required
to pay the fees and expenses of one additional attorney to represent an Indemnified Party or
Indemnified Parties having such differing or additional legal defenses.
The Indemnified Party shall be entitled, at its expense, to participate in any such action,
suit or proceeding, the defense of which has been assumed by the Indemnifying Party.
Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and
control the defense of any such action, suit or proceedings if and to the extent that, in the opinion
of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential
imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of
interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying
Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent
to the entry of any judgment in any action, suit or proceeding without the consent of the
Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.
18.2 No Consequential Damages.
Other than the liquidated damages heretofore described and the indemnity obligations set
forth in Article 18.1, in no event shall any 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 another Party under separate
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agreement will not be considered to be special, indirect, incidental, or consequential damages
hereunder.
18.3 Insurance.
Interconnection Customer and Connecting Transmission Owner shall each, at its own
expense, procure and maintain in force throughout the period of this Agreement and until released
by the other Parties, the following minimum insurance coverages, with insurance companies
licensed to write insurance or approved eligible surplus lines carriers in the state of New York with
a minimum A.M. Best rating of A or better for financial strength, and an A.M. Best financial size
category of VIII or better:
18.3.1 Employers’ Liability and Workers’ Compensation Insurance providing statutory benefits in accordance with the laws and regulations of New York State.
18.3.2 Commercial General Liability (“CGL”) Insurance including premises and
operations, personal injury, broad form property damage, broad form blanket contractual liability
coverage 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 using Insurance Services
Office, Inc. Commercial General Liability Coverage (“ISO CG”) Form CG 00 01 04 13 or a form
equivalent to or better than CG 00 01 04 13, with minimum limits of Two Million Dollars
($2,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate combined single
limit for personal injury, bodily injury, including death and property damage.
18.3.3 Comprehensive Automobile Liability Insurance for coverage of owned and 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.
18.3.4 If applicable, the Commercial General Liability and Comprehensive Automobile
Liability Insurance policies should include contractual liability for work in connection with
construction or demolition work on or within 50 feet of a railroad, or a separate Railroad Protective
Liability Policy should be provided.
18.3.5 Excess Liability Insurance over and above the Employers’ Liability, Commercial
General Liability and Comprehensive Automobile Liability Insurance coverages, with a minimum
combined single limit of Twenty Million Dollars ($20,000,000) per occurrence and Twenty
Million Dollars ($20,000,000) aggregate. The Excess policies should contain the same extensions
listed under the Primary policies.
18.3.6 The Commercial General Liability Insurance, Comprehensive Automobile
Insurance and Excess Liability Insurance policies of Interconnection Customer and Connecting
Transmission Owner shall name the other Party, its parent, associated and Affiliate companies and
their respective directors, officers, agents, servants and employees (“Other Party Group”) as
additional insureds using ISO CG Endorsements: CG 20 33 04 13, and CG 20 37 04 13 or CG 20
10 04 13 and CG 20 37 04 13 or equivalent to or better forms. All policies shall contain provisions
whereby the insurers waive all rights of subrogation in accordance with the provisions of this
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Agreement against the Other Party Group and provide thirty (30) Calendar days advance written
notice to the Other Party Group prior to anniversary date of cancellation or any material change in
coverage or condition.
18.3.7 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Liability Insurance policies shall contain provisions that specify
that the policies are primary and non-contributory. Interconnection Customer and Connecting
Transmission Owner shall each be responsible for its respective deductibles or retentions.
18.3.8 The Commercial General Liability Insurance, Comprehensive Automobile
Liability Insurance and Excess Liability Insurance policies, if written on a Claims First Made
Basis, shall be maintained in full force and effect for at least three (3) years after termination of
this Agreement, which coverage may be in the form of tail coverage or extended reporting period
coverage if agreed by Interconnection Customer and Connecting Transmission Owner.
18.3.9 If applicable, Pollution Liability Insurance in an amount no less than $7,500,000
per occurrence and $7,500,000 in the aggregate. The policy will provide coverage for claims
resulting from pollution or other environmental impairment arising out of or in connection with
work performed on the premises by the other party, its contractors and and/or subcontractors. Such
insurance is to include coverage for, but not be limited to, cleanup, third party bodily injury and
property damage and remediation and will be written on an occurrence basis. The policy shall
name the Other Party Group as additional insureds, be primary and contain a waiver of
subrogation.
18.3.10 The requirements contained herein as to the types and limits of all insurance to
be maintained by Interconnection Customer and Connecting Transmission Owner are not intended
to and shall not in any manner, limit or qualify the liabilities and obligations assumed by those
Parties under this Agreement.
18.3.11 Within 90 Calendar 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) Calendar Days thereafter, Interconnection Customer and Connecting
Transmission Owner shall provide certificate of insurance for all insurance required in this
Agreement, executed by each insurer or by an authorized representative of each insurer.
18.3.12 Notwithstanding the foregoing, Interconnection Customer and Connecting
Transmission Owner may each self-insure to meet the minimum insurance requirements of
Articles 18.3.1 through 18.3.9 to the extent it maintains a self-insurance program; provided that,
such Party’s senior debt is rated at investment grade, or better, by Standard & Poor’s and that its
self-insurance program meets the minimum insurance requirements of Articles 18.3.1 through
18.3.9. In the event that a Party is permitted to self-insure pursuant to this Article 18.3.12, it shall
notify the other Party that it meets the requirements to self-insure and that its self-insurance
program meets the minimum insurance requirements in a manner consistent with that specified in
Articles 18.3.1 through 18.3.9 and provide evidence of such coverages. For any period of time
that a Party’s senior 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 Articles 18.3.1 through 18.3.9.
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18.3.13 Interconnection Customer and Connecting Transmission Owner 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.
18.3.14 Subcontractors of each party must maintain the same insurance requirements
stated under Articles 18.3.1 through 18.3.9 and comply with the Additional Insured requirements
herein. In addition, their policies must state that they are primary and non-contributory and contain
a waiver of subrogation.
ARTICLE 19. ASSIGNMENT
This Agreement may be assigned by a Party only with the written consent of the other
Parties; provided that a Party may assign this Agreement without the consent of the other Parties
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; provided further that a Party may assign this Agreement without the consent of the
other Parties in connection with the sale, merger, restructuring, or transfer of a substantial portion
or all of its assets, including the Attachment Facilities it owns, so long as the assignee in such a
transaction directly assumes in writing all rights, duties and obligations arising under this
Agreement; and provided further that Interconnection Customer shall have the right to assign this
Agreement, without the consent of the NYISO or Connecting Transmission Owner, for collateral
security purposes to aid in providing financing for the Facility, provided that Interconnection
Customer will promptly notify the NYISO and Connecting Transmission Owner of any such
assignment. Any financing arrangement entered into by Interconnection Customer pursuant to this
Article will provide that prior to or upon the exercise of the secured party’s, trustee’s or
mortgagee’s assignment rights pursuant to said arrangement, the secured creditor, the trustee or
mortgagee will notify the NYISO and Connecting Transmission Owner of the date and particulars
of any such exercise of assignment right(s) and will provide the NYISO and Connecting
Transmission Owner with proof that it meets the requirements of Articles 11.5 and 18.3. If the
Facility is made up of more than one resource, a Party may only assign this Agreement for the
entire Facility and may not divide the Agreement into separate agreements for the individual
resources that constitute the Facility. Any attempted assignment that violates this Article 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.
ARTICLE 20. SEVERABILITY
If any provision in this Agreement is finally determined to be invalid, void or unenforceable
by any court or other Governmental Authority having jurisdiction, such determination shall not
invalidate, void or make unenforceable any other provision, agreement or covenant of this
Agreement; provided that if Interconnection Customer (or any third party, but only if such third
party is not acting at the direction of the Connecting Transmission Owner) seeks and obtains such
a final determination with respect to any provision of the Alternate Option (Article 5.1.2), or the
Negotiated Option (Article 5.1.4), then none of these provisions shall thereafter have any force or
effect and the rights and obligations of Interconnection Customer and Connecting Transmission
Owner shall be governed solely by the Standard Option (Article 5.1.1).
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ARTICLE 21. COMPARABILITY
The Parties will comply with all applicable comparability and code of conduct laws, rules
and regulations, as amended from time to time.
ARTICLE 22. CONFIDENTIALITY
22.1 Confidentiality.
Certain information exchanged by the Parties during the term of this Agreement shall
constitute confidential information (“Confidential Information”) and shall be subject to this
Article 22.
If requested by a Party receiving information, the Party supplying the information shall
provide in writing, the basis for asserting that the information referred to in this Article warrants
confidential treatment, and the requesting Party may disclose such writing to the appropriate
Governmental Authority. Each Party shall be responsible for the costs associated with affording
confidential treatment to its information.
22.2 Term.
During the term of this Agreement, and for a period of three (3) years after the expiration
or termination of this Agreement, except as otherwise provided in this Article 22, each Party shall
hold in confidence and shall not disclose to any person Confidential Information.
22.3 Confidential Information.
The following shall constitute Confidential Information: (1) any non-public information
that is treated as confidential by the disclosing Party and which the disclosing Party identifies as
Confidential Information in writing at the time, or promptly after the time, of disclosure; or
(2) information designated as Confidential Information by the NYISO Code of Conduct contained
in Attachment F to the ISO OATT.
22.4 Scope.
Confidential Information shall not include information that the receiving Party can
demonstrate: (1) is generally available to the public other than as a result of a disclosure by the
receiving Party; (2) was in the lawful possession of the receiving Party on a non-confidential basis
before receiving it from the disclosing Party; (3) was supplied to the receiving Party without
restriction by a third party, who, to the knowledge of the receiving Party after due inquiry, was
under no obligation to the disclosing Party to keep such information confidential; (4) was
independently developed by the receiving Party without reference to Confidential Information of
the disclosing Party; (5) is, or becomes, publicly known, through no wrongful act or omission of
the receiving Party or Breach of this Agreement; or (6) is required, in accordance with Article 22.9
of this Agreement, Order of Disclosure, to be disclosed by any Governmental Authority or is
otherwise required to be disclosed by law or subpoena, or is necessary in any legal proceeding
establishing rights and obligations under this Agreement. Information designated as Confidential
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Information will no longer be deemed confidential if the Party that designated the information as
confidential notifies the other Party that it no longer is confidential.
22.5 Release of Confidential Information.
No Party shall release or disclose Confidential Information to any other person, except to
its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees,
consultants, or to parties who may be considering providing financing to or equity participation
with Interconnection Customer, or to potential purchasers or assignees of a Party, on a need-to-
know basis in connection with this Agreement, unless such person has first been advised of the
confidentiality provisions of this Article 22 and has agreed to comply with such provisions.
Notwithstanding the foregoing, a Party providing Confidential Information to any person shall
remain primarily responsible for any release of Confidential Information in contravention of this
Article 22.
22.6 Rights.
Each Party retains all rights, title, and interest in the Confidential Information that each
Party discloses to the other Party. The disclosure by each Party to the other Parties 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.
22.7 No Warranties.
By providing Confidential Information, no Party makes any warranties or representations
as to its accuracy or completeness. In addition, by supplying Confidential Information, no Party
obligates itself to provide any particular information or Confidential Information to the other
Parties nor to enter into any further agreements or proceed with any other relationship or joint
venture.
22.8 Standard of Care.
Each Party shall use at least the same standard of care to protect Confidential Information
it receives as it uses to protect its own Confidential Information from unauthorized disclosure,
publication or dissemination. Each Party may use Confidential Information solely to fulfill its
obligations to the other Parties under this Agreement or its regulatory requirements, including the
ISO OATT and ISO Services Tariff. The NYISO shall, in all cases, treat the information it receives
in accordance with the requirements of Attachment F to the ISO OATT.
22.9 Order of Disclosure.
If a court or a Government Authority or entity with the right, power, and apparent authority
to do so requests or requires any Party, by subpoena, oral deposition, interrogatories, requests for
production of documents, administrative order, or otherwise, to disclose Confidential Information,
that Party shall provide the other Parties with prompt notice of such request(s) or requirement(s)
so that the other Parties may seek an appropriate protective order or waive compliance with the
terms of this Agreement. Notwithstanding the absence of a protective order or waiver, the Party
may disclose such Confidential Information which, in the opinion of its counsel, the Party is legally
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compelled to disclose. Each Party will use Reasonable Efforts to obtain reliable assurance that
confidential treatment will be accorded any Confidential Information so furnished.
22.10 Termination of Agreement.
Upon termination of this Agreement for any reason, each Party shall, within ten (10)
Calendar Days of receipt of a written request from the other Parties, use Reasonable Efforts to
destroy, erase, or delete (with such destruction, erasure, and deletion certified in writing to the
other Parties) or return to the other Parties, without retaining copies thereof, any and all written or
electronic Confidential Information received from the other Parties pursuant to this Agreement.
22.11 Remedies.
The Parties agree that monetary damages would be inadequate to compensate a Party for
another Party’s Breach of its obligations under this Article 22. Each Party accordingly agrees that
the other Parties shall be entitled to equitable relief, by way of injunction or otherwise, if the first
Party Breaches or threatens to Breach its obligations under this Article 22, which equitable relief
shall be granted without bond or proof of damages, and the receiving Party shall not plead in
defense that there would be an adequate remedy at law. Such remedy shall not be deemed an
exclusive remedy for the Breach of this Article 22, but shall be in addition to all other remedies
available at law or in equity. The Parties further acknowledge and agree that the covenants
contained herein are necessary for the protection of legitimate business interests and are reasonable
in scope. No Party, however, shall be liable for indirect, incidental, or consequential or punitive
damages of any nature or kind resulting from or arising in connection with this Article 22.
22.12 Disclosure to FERC, its Staff, or a State.
Notwithstanding anything in this Article 22 to the contrary, and pursuant to 18 C.F.R.
section 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests
information from one of the Parties that is otherwise required to be maintained in confidence
pursuant to this Agreement or the ISO OATT, the Party shall provide the requested information to
FERC or its staff, within the time provided for in the request for information. In providing the
information to FERC or its staff, the Party must, consistent with 18 C.F.R. section 388.112, request
that the information be treated as confidential and non-public by FERC and its staff and that the
information be withheld from public disclosure. Parties are prohibited from notifying the other
Parties to this Agreement prior to the release of the Confidential Information to the Commission
or its staff. The Party shall notify the other Parties to the Agreement when it is notified by FERC
or its staff that a request to release Confidential Information has been received by FERC, at which
time the Parties may respond before such information would be made public, pursuant to 18 C.F.R.
section 388.112. Requests from a state regulatory body conducting a confidential investigation
shall be treated in a similar manner if consistent with the applicable state rules and regulations. A
Party shall not be liable for any losses, consequential or otherwise, resulting from that Party
divulging Confidential Information pursuant to a FERC or state regulatory body request under this
paragraph.
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22.13 Required Notices Upon Requests or Demands for Confidential Information
Except as otherwise expressly provided herein, no Party shall disclose Confidential
Information to any person not employed or retained by the Party possessing the Confidential
Information, 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, the ISO OATT or the ISO Services Tariff. Prior to any disclosures of a
Party’s Confidential Information under this subparagraph, or if any third party or Governmental
Authority makes any request or demand for any of the information described in this subparagraph,
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.
ARTICLE 23. INTERCONNECTION CUSTOMER AND CONNECTING
TRANSMISSION OWNER NOTICES OF ENVIRONMENTAL RELEASES
Interconnection Customer and Connecting Transmission Owner shall each notify the other
Party, first orally and then in writing, of the release of any Hazardous Substances, any asbestos or
lead abatement activities, or any type of remediation activities related to the Facility or the
Attachment Facilities, each of which may reasonably be expected to affect the other Party. The
notifying Party shall: (i) provide the notice as soon as practicable, provided such Party makes a
good faith effort to provide the notice no later than twenty-four hours after such Party becomes
aware of the occurrence; and (ii) promptly furnish to the other Party copies of any publicly
available reports filed with any Governmental Authorities addressing such events.
ARTICLE 24. INFORMATION REQUIREMENT
24.1 Information Acquisition.
Connecting Transmission Owner and Interconnection Customer shall each submit specific
information regarding the electrical characteristics of their respective facilities to the other, and to
NYISO, as described below and in accordance with Applicable Reliability Standards.
24.2 Information Submission by Connecting Transmission Owner.
The initial information submission by Connecting Transmission Owner shall occur no later
than one hundred eighty (180) Calendar Days prior to the Synchronization Date and shall include
New York State Transmission System information necessary to allow Interconnection Customer
to select equipment and meet any system protection and stability requirements, unless otherwise
mutually agreed to by Interconnection Customer and Connecting Transmission Owner and set
forth in the Milestones table in Appendix B to this Agreement. On a monthly basis, Connecting
Transmission Owner or Interconnection Customer, as applicable, shall provide the other Parties
with a status report on the construction and installation of the Connecting Transmission Owner’s
Attachment Facilities, System Upgrade Facilities, and System Deliverability Upgrades for which
it is responsible, including, but not limited to, the following information: (1) progress to date; (2) a
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description of the activities since the last report; (3) a description of the action items for the next
period; and (4) the delivery status of equipment ordered.
24.3 Updated Information Submission by Interconnection Customer.
The updated information submission by Interconnection Customer, including manufacturer
information, shall occur no later than one hundred eighty (180) Calendar Days prior to the
Synchronization Date, unless otherwise mutually agreed to by Interconnection Customer and
Connecting Transmission Owner and set forth in the Milestone table in Appendix B to this
Agreement. Interconnection Customer shall submit a completed copy of the Facility data
requirements contained in, as applicable, Appendix 1 to the Standard Large Facility
Interconnection Procedures in Attachment X to the OATT or Appendix 1 to the Standard
Interconnection Procedures in Attachment HH to the OATT. It shall also include any additional
information provided to Connecting Transmission Owner for the Class Year Study or Cluster
Study. Information in this submission shall be the most current Facility design or expected
performance data. Information submitted for stability models shall be compatible with NYISO
standard models. If there is no compatible model, Interconnection Customer will work with a
consultant mutually agreed to by the Parties to develop and supply a standard model and associated
information.
If Interconnection Customer’s data is different from what Interconnection Customer
originally provided to Connecting Transmission Owner and NYISO in its Interconnection Request
or, if applicable, pursuant to an Class Year Study Agreement among Connecting Transmission
Owner, NYISO and Interconnection Customer and this difference may be reasonably expected to
affect the other Parties’ facilities or the New York State Transmission System, but does not require
the submission of a new Interconnection Request, then NYISO will conduct appropriate studies to
determine the impact on the New York State Transmission System based on the actual data
submitted pursuant to this Article 24.3. Such studies will provide an estimate of any additional
modifications to the New York State Transmission System, Connecting Transmission Owner’s
Attachment Facilities or System Upgrade Facilities or System Deliverability Upgrades based on
the actual data and a good faith estimate of the costs thereof. The Interconnection Customer shall
not begin Trial Operation until such studies are completed. The Interconnection Customer shall
be responsible for the cost of any modifications required by the actual data, including the cost of
any required studies.
24.4 Information Supplementation.
Prior to the Commercial Operation Date, Interconnection Customer and Connecting
Transmission Owner shall supplement their information submissions described above in this
Article 24 with any and all “as-built” Facility information or “as-tested” performance information
that differs from the initial submissions or, alternatively, written confirmation that no such
differences exist. If the Facility is a Class Year Transmission Project or Cluster Study
Transmission Project, Appendix C to this Agreement shall include any project-specific variations
from the testing requirements established in this Article 24.4 that are appropriate for the
transmission facility.
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Interconnection Customer shall conduct tests on the Facility as required by Good Utility
Practice such as an open circuit “step voltage” test on the Facility to verify proper operation of the
Facility’s automatic voltage regulator. Unless otherwise agreed, the test conditions shall include:
(1) Facility at synchronous speed; (2) automatic voltage regulator on and in voltage control mode;
and (3) a five percent change in Facility terminal voltage initiated by a change in the voltage
regulators reference voltage. Interconnection Customer shall provide validated test recordings
showing the responses of Facility terminal and field voltages. In the event that direct recordings
of these voltages is impractical, recordings of other voltages or currents that mirror the response
of the Facility’s terminal or field voltage are acceptable if information necessary to translate these
alternate quantities to actual Facility terminal or field voltages is provided. Facility testing shall
be conducted and results provided to the Connecting Transmission Owner and NYISO for each
individual generating unit in a station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide
Connecting Transmission Owner and NYISO any information changes due to equipment
replacement, repair, or adjustment. Connecting Transmission Owner shall provide
Interconnection Customer and NYISO any information changes due to equipment replacement,
repair or adjustment in the directly connected substation or any adjacent Connecting Transmission
Owner substation that may affect the Interconnection Customer’s Attachment Facilities equipment
ratings, protection or operating requirements. Interconnection Customer and Connecting
Transmission Owner shall provide such information no later than thirty (30) Calendar Days after
the date of the equipment replacement, repair or adjustment.
ARTICLE 25. INFORMATION ACCESS AND AUDIT RIGHTS
25.1 Information Access.
Each Party (“Disclosing Party”) shall make available to another Party (“Requesting Party”)
information that is in the possession of the Disclosing Party and is necessary in order for the
Requesting Party to: (i) verify the costs incurred by the Disclosing Party for which the Requesting
Party is responsible under this Agreement; and (ii) carry out its obligations and responsibilities
under this Agreement. The Parties shall not use such information for purposes other than those set
forth in this Article 25.1 of this Agreement and to enforce their rights under this Agreement.
25.2 Reporting of Non-Force Majeure Events.
Each Party (the “Notifying Party”) shall notify the other Parties when the Notifying Party
becomes aware of its inability to comply with the provisions of this Agreement for a reason other
than a Force Majeure event. The Parties agree to cooperate with each other and provide necessary
information regarding such inability to comply, including the date, duration, reason for the
inability to comply, and corrective actions taken or planned to be taken with respect to such
inability to comply. Notwithstanding the foregoing, notification, cooperation or information
provided under this Article shall not entitle the Party receiving such notification to allege a cause
for anticipatory breach of this Agreement.
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25.3 Audit Rights.
Subject to the requirements of confidentiality under Article 22 of this Agreement, each
Party shall have the right, during normal business hours, and upon prior reasonable notice to
another Party, to audit at its own expense the other Party’s accounts and records pertaining to the
other Party’s performance or satisfaction of its obligations under this Agreement. Such audit rights
shall include audits of the other Party’s costs, calculation of invoiced amounts, and each Party’s
actions in an Emergency State. Any audit authorized by this Article shall be performed at the
offices where such accounts and records are maintained and shall be limited to those portions of
such accounts and records that relate to the Party’s performance and satisfaction of obligations
under this Agreement. Each Party shall keep such accounts and records for a period equivalent to
the audit rights periods described in Article 25.4 of this Agreement.
25.4 Audit Rights Periods.
25.4.1 Audit Rights Period for Construction-Related Accounts and Records.
Accounts and records related to the design, engineering, procurement, and construction of
Connecting Transmission Owner’s Attachment Facilities, System Upgrade Facilities, and System
Deliverability Upgrades shall be subject to audit for a period of twenty-four months following
Connecting Transmission Owner’s issuance of a final invoice in accordance with Article 12.2 of
this Agreement.
25.4.2 Audit Rights Period for All Other Accounts and Records.
Accounts and records related to a Party’s performance or satisfaction of its obligations
under this Agreement other than those described in Article 25.4.1 of this Agreement shall be
subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights
period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to
such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit
rights period shall be twenty-four months after the event for which the audit is sought.
25.5 Audit Results.
If an audit by a Party determines that an overpayment or an underpayment has occurred, a
notice of such overpayment or underpayment shall be given to the other Party together with those
records from the audit which support such determination.
ARTICLE 26. SUBCONTRACTORS
26.1 General.
Nothing in this Agreement shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this Agreement; provided,
however, that each Party shall require its subcontractors to comply with all applicable terms and
conditions of this Agreement in providing such services and each Party shall remain primarily
liable to the other Parties for the performance of such subcontractor.
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26.2 Responsibility of Principal.
The creation of any subcontract relationship shall not relieve the hiring Party of any of its
obligations under this Agreement. The hiring Party shall be fully responsible to the other Parties
for the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been
made; provided, however, that in no event shall the NYISO or Connecting Transmission Owner
be liable for the actions or inactions of Interconnection Customer or its subcontractors with respect
to obligations of Interconnection Customer under Article 5 of this Agreement. Any applicable
obligation imposed by this Agreement upon the hiring Party shall be equally binding upon, and
shall be construed as having application to, any subcontractor of such Party.
26.3 No Limitation by Insurance.
The obligations under this Article 26 will not be limited in any way by any limitation of subcontractor’s insurance.
ARTICLE 27. DISPUTES
27.1 Submission.
In the event any Party has a dispute, or asserts a claim, that arises out of or in connection
with this Agreement or its performance (a “Dispute”), such Party shall provide the other Parties
with written notice of the Dispute (“Notice of Dispute”). Such Dispute shall be referred to a
designated senior representative of each Party for resolution on an informal basis as promptly as
practicable after receipt of the Notice of Dispute by the other Parties. In the event the designated
representatives are unable to resolve the Dispute through unassisted or assisted negotiations within
thirty (30) Calendar Days of the other Parties’ receipt of the Notice of Dispute, such Dispute may,
upon mutual agreement of the Parties, be submitted to arbitration and resolved in accordance with
the arbitration procedures set forth below. In the event the Parties do not agree to submit such
Dispute to arbitration, each Party may exercise whatever rights and remedies it may have in equity
or at law consistent with the terms of this Agreement.
27.2 External Arbitration Procedures.
Any arbitration initiated under this Agreement shall be conducted before a single neutral
arbitrator appointed by the Parties. If the Parties fail to agree upon a single arbitrator within ten
(10) Calendar Days of the submission of the Dispute to arbitration, each Party shall choose one
arbitrator who shall sit on a three-member arbitration panel. In each case, the arbitrator(s) shall be
knowledgeable in electric utility matters, including electric transmission and bulk power issues,
and shall not have any current or past substantial business or financial relationships with any party
to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the Parties an
opportunity to be heard and, except as otherwise provided herein, shall conduct the arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration Association
(“Arbitration Rules”) and any applicable FERC regulations or RTO rules; provided, however, in
the event of a conflict between the Arbitration Rules and the terms of this Article 27, the terms of
this Article 27 shall prevail.
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27.3 Arbitration Decisions.
Unless otherwise agreed by the Parties, the arbitrator(s) shall render a decision within
ninety (90) Calendar Days of appointment and shall notify the Parties in writing of such decision
and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and apply the
provisions of this Agreement and shall have no power to modify or change any provision of this
Agreement in any manner. The decision of the arbitrator(s) shall be final and binding upon the
Parties, and judgment on the award may be entered in any court having jurisdiction. The decision
of the arbitrator(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or
the decision itself, violated the standards set forth in the Federal Arbitration Act or the
Administrative Dispute Resolution Act. The final decision of the arbitrator must also be filed with
FERC if it affects jurisdictional rates, terms and conditions of service, Attachment Facilities,
System Upgrade Facilities, or System Deliverability Upgrades.
27.4 Costs.
Each Party shall be responsible for its own costs incurred during the arbitration process
and for the following costs, if applicable: (1) the cost of the arbitrator chosen by the Party to sit
on the three member panel; or (2) one-third the cost of the single arbitrator jointly chosen by the
Parties.
27.5 Termination.
Notwithstanding the provisions of this Article 27, any Party may terminate this Agreement
in accordance with its provisions or pursuant to an action at law or equity. The issue of whether
such a termination is proper shall not be considered a Dispute hereunder.
ARTICLE 28. REPRESENTATIONS, WARRANTIES AND COVENANTS
28.1 General.
Each Party makes the following representations, warranties and covenants:
28.2 Good Standing.
Such Party is duly organized, validly existing and in good standing under the laws of the
state in which it is organized, formed, or incorporated, as applicable; that it is qualified to do
business in the state or states in which the Facility, Attachment Facilities, System Upgrade
Facilities, and System Deliverability Upgrades owned by such Party, as applicable, are located or
interconnect; and that it has the corporate power and authority to own its properties, to carry on its
business as now being conducted, to enter into this Agreement and carry out the transactions
contemplated hereby, and to perform and carry out all covenants and obligations on its part to be
performed under and pursuant to this Agreement.
28.2.1 Authority.
Such Party has the right, power and authority to enter into this Agreement, to become a
Party hereto and to perform its obligations hereunder. This Agreement is a legal, valid and binding
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obligation of such Party, enforceable against such Party in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors’ rights generally and by general equitable principles
(regardless of whether enforceability is sought in a proceeding in equity or at law).
28.2.2 No Conflict.
The execution, delivery and performance of this Agreement does not violate or conflict
with the organizational or formation documents, or bylaws or operating agreement, of such Party,
or any judgment, license, permit, order, material agreement or instrument applicable to or binding
upon such Party or any of its assets.
28.2.3 Consent and Approval.
Such Party has sought or obtained, or, in accordance with this Agreement will seek or
obtain, each consent, approval, authorization, order, or acceptance by any Governmental Authority
in connection with the execution, delivery and performance of this Agreement, and the Party will
provide to any Governmental Authority notice of any actions under this Agreement that are
required by Applicable Laws and Regulations.
ARTICLE 29. MISCELLANEOUS
29.1 Binding Effect.
This Agreement and the rights and obligations hereof, shall be binding upon and shall inure
to the benefit of the successors and permitted assigns of the Parties hereto.
29.2 Conflicts.
If there is a discrepancy or conflict between or among the terms and conditions of this
cover agreement and the Appendices hereto, the terms and conditions of this cover agreement shall
be given precedence over the Appendices, except as otherwise expressly agreed to in writing by
the Parties.
29.3 Rules of Interpretation.
This Agreement, unless a clear contrary intention appears, shall be construed and
interpreted as follows: (1) the singular number includes the plural number and vice versa;
(2) reference to any person includes such person’s successors and assigns but, in the case of a
Party, only if such successors and assigns are permitted by this Agreement, and reference to a
person in a particular capacity excludes such person in any other capacity or individually;
(3) reference to any agreement (including this Agreement), document, instrument or tariff means
such agreement, document, instrument, or tariff as amended or modified and in effect from time
to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to
any Applicable Laws and Regulations means such Applicable Laws and Regulations as amended,
modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if
applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise,
reference to any Article, Section or Appendix means such Article of this Agreement or such
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Appendix to this Agreement, or such Section to the Standard Interconnection Procedures or such
Appendix to the Standard Interconnection Procedures, as the case may be; (6) “hereunder,”
“hereof,” “herein,” “hereto” and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular Article or other provision hereof or thereof;
(7) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term; and (8) relative to the determination of any
period of time, “from” means “from and including,” “to” means “to but excluding” and “through”
means “through and including.”
29.4 Compliance.
Each Party shall perform its obligations under this Agreement in accordance with
Applicable Laws and Regulations, Applicable Reliability Standards, the ISO OATT, ISO
Procedures, and Good Utility Practice. To the extent a Party is required or prevented or limited in
taking any action by such regulations and standards, such Party shall not be deemed to be in Breach
of this Agreement for its compliance therewith. When any Party becomes aware of such a
situation, it shall notify the other Parties promptly so that the Parties can discuss the amendment
to this Agreement that is appropriate under the circumstances.
29.5 Joint and Several Obligations.
Except as otherwise stated herein, the obligations of NYISO, Interconnection Customer,
and Connecting Transmission Owner are several, and are neither joint nor joint and several.
29.6 Entire Agreement.
This Agreement, including all Appendices and Schedules attached hereto, constitutes the
entire agreement among the Parties with reference to the subject matter hereof, and supersedes all
prior and contemporaneous understandings or agreements, oral or written, among 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.
29.7 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 permitted their assigns.
29.8 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 any obligation, right, or duty
of, or imposed upon, such Party. Any waiver at any time by any Party of its rights with respect to
this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other
failure to comply with any other obligation, right, duty of this Agreement. Termination or Default
of this Agreement for any reason by Interconnection Customer shall not constitute a waiver of
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Interconnection Customer’s legal rights to obtain Capacity Resource Interconnection Service and
Energy Resource Interconnection Service from the NYISO and Connecting Transmission Owner
in accordance with the provisions of the ISO OATT. Any waiver of this Agreement shall, if
requested, be provided in writing.
29.9 Headings.
The descriptive headings of the various Articles of this Agreement have been inserted for
convenience of reference only and are of no significance in the interpretation or construction of
this Agreement.
29.10 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.
29.11 Amendment.
The Parties may by mutual agreement amend this Agreement, by a written instrument duly
executed by all three of the Parties.
29.12 Modification by the Parties.
The Parties may by mutual agreement amend the Appendices to this Agreement, by a
written instrument duly executed by all three of the Parties. Such an amendment shall become
effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.
29.13 Reservation of Rights.
NYISO and Connecting Transmission Owner shall have the right to make unilateral filings
with FERC to modify this Agreement with respect to any rates, terms and conditions, charges,
classifications of service, rule or regulation under section 205 or any other applicable provision of
the Federal Power Act and FERC’s rules and regulations thereunder, and Interconnection
Customer shall have the right to make a unilateral filing with FERC to modify this Agreement
pursuant to section 206 or any other applicable provision of the Federal Power Act and FERC’s
rules and regulations thereunder; provided that each Party shall have the right to protest any such
filing by another Party and to participate fully in any proceeding before FERC in which such
modifications may be considered. Nothing in this Agreement shall limit the rights of the Parties
or of FERC under sections 205 or 206 of the Federal Power Act and FERC’s rules and regulations
thereunder, except to the extent that the Parties otherwise mutually agree as provided herein.
29.14 No Partnership.
This Agreement shall not be interpreted or construed to create an association, joint venture,
agency relationship, or partnership among the Parties or to impose any partnership obligation or
partnership liability upon any Party. No 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, any other Party.
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29.15 Other Transmission Rights.
Notwithstanding any other provision of this Agreement, nothing herein shall be construed
as relinquishing or foreclosing any rights, including but not limited to firm transmission rights,
capacity rights, or transmission congestion rights that Interconnection Customer shall be entitled
to, now or in the future under any other agreement or tariff as a result of, or otherwise associated
with, the transmission capacity, if any, created by the System Upgrade Facilities and System
Deliverability Upgrades.
29.16 Modifications Related to NYISO’s Compliance with Order No. 2023
If, as part of the NYISO’s compliance proceeding at the Commission in response to Order
No. 2023, the Commission directs that the NYISO modify the pro forma Standard Interconnection
Agreement located in Appendix 15 of Attachment HH to the ISO OATT, the Parties shall amend
and restate this Agreement to incorporate the modifications; provided, however, the Parties may
agree to include in the amended and restated agreement non-conforming changes to any terms of
the pro forma Standard Interconnection Agreement that have been modified to comply with the
Commission’s order, which non-conforming modifications must be filed with the Commission for
its acceptance.
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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.
New York Independent System Operator, Inc.
By:
Name:
Title:
Date:
New York State Electric & Gas Corporation
By: By:
Name: Name:
Title: Title:
Date: Date:
Brookside Solar, LLC
By:
Name:
Title:
Date:
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APPENDICES
Appendix A Facility, Attachment Facilities, and Upgrades
Appendix B Milestones
Appendix C Operating Requirements
Appendix D Security Arrangements Details
Appendix E-1 Synchronization Date
Appendix E-2 Commercial Operation Date
Appendix F Addresses for Delivery of Notices and Billings
SERVICE AGREEMENT NO. 2899
APPENDIX A
FACILITY, ATTACHMENT FACILITIES,
AND UPGRADES
1. Description of Facility
The Interconnection Customer is constructing a 100 MW solar generating facility (the
“Facility”) to be located in Franklin County, New York. The Facility will have a reactive power
capability corresponding to a power factor of 0.95 lagging to 0.95 leading. The Facility will consist
of a collector system comprised of thirty (30) 3.6 MVA SUNGROW SG3600UD-MV inverters,
each paired with a 3.6MVA generator step-up transformer (0.63/34.5kV, 3.6MVA) that steps up
the voltage to 34.5kV.
The output of the step-up transformers will be aggregated into two (2) 34.5kV feeder
breakers, each bifurcated into two (2) collection circuits (“Collection Feeder Lines”). The home
run of the Collection Feeder Lines will run to a collector substation (“Brookside Solar Collection
Substation”) where voltage is stepped up to 115kV via a 34.5/115kV, 75/100/125 MVA wye-gnd
wye-gnd delta tertiary winding transformer. A capacitor bank of 15MVAR will be connected to
34.5kV bus for reactive power support.
2. Point(s) of Interconnection and Point(s) of Change of Ownership
(a) Point(s) of Interconnection (“POI”).
The Point of Interconnection (“POI”) for the Facility is Connecting Transmission Owner’s
115kV Line 911 (“L911”). The POI will be approximately 2,970 feet from Connecting
Transmission Owner’s Chateaugay Substation between structures 103 and 104. The Facility will
interconnect to the Connecting Transmission Owner’s system via a new three-breaker ring bus
switching station (“Brookside Solar Switching Station”).
(b) Point(s) of Change of Ownership (“PCO”).
The Point of Change of Ownership (“PCO”) shall be at the line termination at the 115kV
insulators on the termination structure at the new Brookside Solar Switching Station required to
interconnect the Facility to L911.
The POI and PCO are detailed on the simplified one-line diagram in Appendix A.
3. Attachment Facilities:
(a) Interconnection Customer’s Attachment Facilities (“ICAFs”)
The Interconnection Customer’s Attachment Facilities (“ICAFs”) include all of the
equipment between the Facility and the PCO. As depicted on the simplified one-line diagram, the
ICAFs will consist of the following:
1. Brookside Solar Collector Substation
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SERVICE AGREEMENT NO. 2899
The Brookside Solar Collector Substation will consist of the following major equipment:
• twenty-seven (27) single phase, 34.5kV, 1200A hook stick disconnect switches;
• three (3) 34.5kV, 1200A, 40kA circuit breakers;
• nine (9) single phase 24kV maximum continuous operating voltage (“MCOV”)
surge arrestors;
• three (3) single phase 34.5kV, 300/180:1:1, ACC: 0.3WXYZ potential transformers
(“PTs”), with a current limiting fuse;
• one (1) 15MVAR capacitor bank;
• one (1) three phase 34.5kV, 2000A disconnect switch;
• one (1) 115/34.5/13.8kV, 75/100/125MVA main power transformer with three (3)
24.4kV MCOV and three (3) 84kV MCOV single phase arrestors;
• one (1) 115kV, 1200A, 40kA circuit breaker;
• one (1) three phase 115kV, 1200A motor operated disconnect switch;
• three (3) single phase 115kV, 600/1000:1:1, ACC: 0.15WXYZZZ coupling
capacitor voltage transformers (“CCVTs”);
• three (3) single phase 84kV MCOV surge arresters;
• one (1) 50kVA station service transformer with a current limiting fuse; and
• control house with the following:
o relay/control panels;
o remote terminal unit (“RTU”) panel;
o communications panel;
o substation battery bank;
o battery charger;
o DC panel;
o DC disconnect switches;
o automatic transfer switch;
o AC disconnect switch; and
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SERVICE AGREEMENT NO. 2899
o AC panel.
2. Generator Lead Line
The Brookside Solar Collector Substation will connect to the POI via a generator lead line,
which will be a new 115kV overhead line, approximately eighty-five feet in length, from the
Brookside Solar Collector Substation to the new Brookside Solar Switching Station.
(b) Connecting Transmission Owner’s Attachment Facilities (“CTOAFs”)
The Connecting Transmission Owner’s Attachment Facilities (“CTOAFs”) include all of
the equipment that is part of the connection between the POI and the PCO, including the equipment
to connect to the POI at the new Brookside Solar Switching Station.
The CTOAFs will be comprised of:
• one (1) 115kV A-frame dead end structure;
• bus insulators;
• one (1) three phase 115kV, 1200A motor operated disconnect switch with
grounding;
• three (3) single phase 115kV relay accuracy voltage transformers (“VTs”);
• three (3) single phase 115kV current/potential transformers (“CT/PT”) revenue
grade combo unit instrument transformers;
• three (3) 115kV, station class, rated 76kV MCOV (96kV duty cycle rated) surge
arresters;
• line stringing with all required 115kV jumpers, insulators, and essential
accessories;
• current and potential instrument transformer combo unit for revenue metering;
• control and protective equipment;
• support structures;
• foundations; and
• other essential accessories that will connect the Facility to the POI.
4. System Upgrade Facilities (“SUFs”):
(a) Stand Alone System Upgrade Facilities
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1. Brookside Solar Switching Station
The Brookside Solar Switching Station is required to facilitate the reliable interconnection
of the Facility.
The Brookside Solar Switching Station is comprised of the three-breaker ring bus
switching station required to connect to L911.
As depicted in the one-line diagram, the Brookside Solar Switching Station shall consist of:
• six (6) single phase 115kV relay accuracy VTs;
• three (3) 115kV, 3000A, 40kA SF6 circuit breakers;
• nine (9) three phase 115kV, 3000A motor operated disconnect switches;
• seven (7) single phase 96kV, 76kV MCOV surge arresters
• lightning masts;
• two (2) A-frame dead end structures;
• one (1) one-phase 115kV-120/240V AC, 50KVA station service transformer (to be
finalized in detailed design phase);
• conduit and cable trench system;
• power, control, metering cables; and
• control building housing, with the following:
o two (2) 200Ah battery sets;
o two (2) DC panels;
o two (2) AC panels;
o two (2) AC safety disconnect switches;
o one (1) AC transfer switch;
o two (2) battery chargers;
o one (1) supervisory control and data acquisition (“SCADA”) RTU;
o two (2) fiber optic patch panels (separate A and B package systems);
o one (1) annunciator panel;
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SERVICE AGREEMENT NO. 2899
o two (2) termination cabinet;
o protective relaying panels, including relays and appurtenances;
o breaker control panels, including switches, indication, and appurtenances;
o two (2) fiber optic patch panels (separate A and B package systems);
o one (1) annunciator panel; and o two (2) termination cabinets.
a) Protection Requirements
The following protection requirements shall be included in Connecting Transmission Owner’s new Brookside Solar Switching Station:
(1) Breaker Protection Relaying
• three (3) new SEL-451 (bay control protection (A Package)).
(2) New Line 911-1 (Chateaugay)
• one (1) new SEL 411L (line distance protection (A Package)); and
• one (1) new GE L90 (line distance protection (B Package)).
(3) New Line 911-21 (Willis)
• one (1) new SEL 411L (line differential protection (A Package)) communicating
via direct fiber; and
• one (1) new GE L90 (line differential protection (B Package)) communicating via
direct fiber.
(4) Interconnection Protection Relaying
• one (1) new SEL 487B (bus differential protection (A Package)) communicating
via direct fiber; and
• one (1) new GE B30 (bus differential protection (B Package)) communicating via
direct fiber.
The relays and associated communication equipment for the high-speed line protection
should be of the same firmware as the respective remote end systems to ensure proper reliable
operation of the system.
(5) Anti-Islanding
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SERVICE AGREEMENT NO. 2899
The Facility is not allowed to continue to deliver power when the source line to New York Power Authority’s (“NYPA”) Willis Substation is lost or the breaker terminals open.
2. Transmission Line Facilities
The Facility will intercept L911 between Connecting Transmission Owner’s Chateaugay
Substation and NYPA’s Willis Substation, which will require the elimination of the existing
Chateaugay tap on L911 and a reconfiguration of L911 termination at Willis Substation. The
existing Chateaugay L911 tap will be removed and routed to a new terminal in Willis Substation.
This SUF will require two (2) new turning poles and line taps into the new Brookside Solar
Switching Station and the following:
• two (2) vertical 90-degree turning monopole structures, turning the Connecting
Transmission Owner-owned L911 into the new Brookside Solar Switching Station
yard;
• structure foundations;
• trench in new fiber optic cables;
• suspension insulators;
• line stringing for new T-line terminals (at the Brookside Solar Switching Station
and NYPA’s Willis Substation); and
• 34.5kV distribution line tap to Brookside Solar Switching Station for source of
alternate station service.
• new 34.5kV distribution line (Chateaugay (Lxxx)):
o 1,700’ long 34.5kV single phase distribution line Lxxx 514-
1500114_34.5kV_3P_336AL_4/0AA(N);
o riser at the end pole including (1) 34.5kV single-phase pole mounted cut-
out fuse, one (1) 34.5kV MCOV surge arrester; and
o metering at the first pole including (1) 34.5kV, 100A single-phase pole
mounted cut-out fuse, one (1) 34.5kV metering current transformer (“CT”),
one (1) 34.5kV metering VT, and one (1) pole mounted metering panel.
3. Remote Chateaugay Substation
Interconnection of the Facility will require reconfiguration of the existing three-point line
to a single line between Connecting Transmission Owner’s Chateaugay Substation and NYPA’s
Willis Substation and another single line between NYPA’s Willis and Saranac Substations.
At Connecting Transmission Owner’s Chateaugay Substation, this SUF will require the installation of a breaker and the removal of one 115kV manual fused switch F2 (B1-43) including
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SERVICE AGREEMENT NO. 2899
structure. If necessary, an existing fence near the new circuit breaker will be removed and
reinstalled.
This SUF at Remote Chateaugay Substation will require the following:
• addition of one (1) circuit breaker, 145kV, 3000A, 40 kA;
• installation of three (3) station class surge arresters, 76kV; and
• installation of three (3) CCVTs, 66.4kV and structure.
a) Proposed Protection Requirements
The existing relay settings at Chateaugay Substation may require upgrades. The proposed
relay upgrades are the following:
• one (1) SEL 487E – System A transformer differential;
• one (1) GE T60 – System B transformer differential;
• one (1) SEL 411L – System A line protection;
• one (1) GE L90 – System B line protection; and
• one (1) System B panel for the System B line and transformer protection.
The above scope reflects the understanding of the parties as of the Effective Date as to this scope,
but the final scope remains subject to verification by the Connecting Transmission Owner as part
of final design engineering.
(b) Other System Upgrade Facilities
None.
5. Distribution Upgrades
None.
6. Affected Systems
The interconnection of the Facility will require SUFs at NYPA’s Willis and Saranac
Substations. The Facility will intercept L911 between Connecting Transmission Owner’s
Chateaugay Substation and NYPA’s Willis Substation. Interconnection of the Facility requires the
reconfiguration of the L911 termination at NYPA’s Willis Substation and upgrades at NYPA’s
Saranac Substation. This work will be addressed in a separate Standard Upgrade Construction
Agreement among the NYISO, Interconnection Customer and NYPA.
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SERVICE AGREEMENT NO. 2899
The interconnection of the Facility will require an area coordination study, a relay
coordination study, and potential relay setting changes on Niagara Mohawk Power Corporation
d/b/a National Grid’s (“National Grid”) system. This work will be addressed in a separate Standard
Upgrade Construction Agreement among the NYISO, Interconnection Customer and National
Grid.
7. External Affected Systems
None.
8. System Deliverability Upgrades:
None.
9. Cost Estimates
The estimated (+30%/-15%) of the work associated with the interconnection of the Facility
are presented in the table below.
| Connecting Transmission Owner Attachment Facilities (CTOAFs) Stand Alone System Upgrade Facilities | | $1,816,000 |
L911 to Chateaugay Substation $829,000 L911 to NYPA Willis Substation $1,835,000
New 34.5kV Distribution Line Chateaugay Substation Lxxx $811,000
115kV Three-Breaker Ring Bus Substation $21,706,000
Chateaugay Substation Modifications $17,721,000
TOTAL $44,718,000
10. Operating & Maintenance Expenses for CTOAFs
In accordance with Article 10 of this Agreement, Interconnection Customer shall be
responsible for all reasonable expenses including overheads, associated with: (1) owning,
operating, maintaining, repairing, and replacing the ICAFs; and (2) operation, maintenance,
repair and replacement of the CTOAF.
1. Operating & Maintenance Expenses (“O&M Expenses”)
O&M Expenses shall include (but are not limited to):
• Operation & Maintenance Charges
Charges associated with the monthly operation and maintenance of the CTOAF
• Administrative & General Charges
Overheads associated with the provision of services
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SERVICE AGREEMENT NO. 2899
• Property and Other Taxes
Incremental taxes incurred on the CTOAF
• Revenue Taxes
Incremental revenue taxes incurred as a result of the CTOAF
2. O&M Expenses Payment
Interconnection Customer shall pay to Connecting Transmission Owner for O&M
Expenses each month during the term of this Agreement a payment equal to 1/12 of the product
of the total actual cost of the CTOAF and the Total Monthly O&M Rate as shown below:
Annual Charges on Transmission Substation
Facilities
Operation & Maintenance 1.439%
Administrative & General 0.219%
Property and Other Taxes 1.892%
Revenue Taxes 0.229%
TOTAL 3.779%
The Total Monthly O&M Rate is based on information filed annually with FERC by
Connecting Transmission Owner; it will be updated annually in accordance with the FERC
filing.
Example calculation, using the CTOAF estimated cost from Appendix A, section 9 of
this Agreement:
Estimated Monthly O&M calculation = 1/12 x 3.779% x $1,816,000.00
Estimated Monthly O&M payment = $5,718.88
To the extent that the actual cost of the CTOAF is different from the estimated cost
shown here, the calculation will be updated using the actual cost. The Interconnection
Customer shall provide a complete accounting record of the actual installed cost of the
CTOAF.
3. Equipment Repair or Replacement
Charges associated with repair or replacement of equipment as needed shall be invoiced
to the Interconnection Customer as actual material and labor costs, plus applicable overheads and
taxes.
4. Payment
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SERVICE AGREEMENT NO. 2899
All payments due to be made by the Interconnection Customer shall be made within thirty
(30) days after receiving an invoice from the Connecting Transmission Owner.
11. Contingent Facilities
The Contingent Facilities for the Facilities that accepted their Project Cost Allocation and
posted the related cash or Security in Class Year 2023 are described in the Class Year Study report
for Class Year 2023.
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Effective Date: 6/26/2025 - Docket #: ER25-2829-000 - Page 1
