ANTONIO R. VILLARAIGOSAMayor

CommissionTHOMAS S. SAYLES, PresidentERIC HOLOMAN, Vice PresidentRICHARD F. MOSSCHRISTINA E. NOONANJONATHAN PARFREYBARBARA E. MOSCHOS, Secretory

RONALD O. NICHOLSGeneral Manager

May 29, 2013

The Honorable City CouncilCity of Los AngelesRoom 395, City HallLos Angeles, California 90012

Honorable Members:

Subject: Large Generator Interconnection Agreement between K Road Moapa Solar, LLC

Pursuant to Charter Section 373, enclosed for approval by your Honorable Body is"Resolution No. 013 284, adopted by the Board ofWater a.ndP0'W~rCommissioners (Board) onMay 24,2013, approved as tofol1Il and legality by the City Attorney, which recommendsapproval of Large Generator Interconnection Agreement between K Road Moapa Solar, LLC andthe Department of Water and Power of the City of Los Angeles (DWP No. BP 12-042). Asdirected by the Board, transmitted to you are supporting documents.

If there are any questions regarding this item, please contact Ms. Winifred Yancy, Manager ofIntergovernmental Affairs mid Community Relations, at (213) 367-0025.

Sincerely,

~~E.~o~c3P-h/Board Secretary

BEM:oja'Enclosures: LADWP Resolution

Board LetterPower Purchase Agreement No. BP 13-019

Water and Power Conservation ... a way of life111 North Hope Street, Los Angeles, California 90012-2607 Mailing address: Box 51111, Los Angeles 90051-5700

Telephone: (213) 367-4211 Cable address: DEWAPOLA r0t\Recytiable aM made from recycled wasta '0(7

c/enc: Mayor Antonio VillaraigosaCouncilmember Jose Huizar, Chair, Energy and the Environment CommitteeGerry F. Miller, Chief Legislative AnalystMiguel A. Santana, City Administrative OfficerRafael Prieto, Legislative Analyst, CLAWilliam R. Koenig, Chief Administrative AnalystWinifred Yancy

RESOLUTION NO. __ 0_1_3_2_8 _4_

WHEREAS·, the 250-Megawatt K Road Moapa Solar Generation Facility (SolarFacility) located on Moapa tribal land 30 miles north of Las Vegas, Nevada meetspart of the Los Angeles Department of Water. and Power's (LADWP) RenewablePortfolio Standard to have 33 percent renewable energy by 2020 and LADWPhas entered into a Power Purchase Agreement No. BP 12-017 with K RoadMoapa Solar, LLC (K Road) for solar capacity and the option to purchase the·Solar Facility (Approved by Board of Water and Power Commissioners [Board]Resolution No. 01-3073); and

WHEREAS, LADWP and K Road now intend to enter into a Large GeneratorInterconnection Agreement No. BP 12-042 (Agreement) that provides for thephysical connection of the Solar Facility to LADWP's transmission facilitiesenabling LADWP to receive energy from the Solar Facility directly into itsBalancing Authority Area; and

WHEREAS, the Agreement defines the parties obligations for payment andreimbursement for engineering design, procurement and construction ofinterconnection facilities, and the obligations and cost responsibillties foroperating and maintaining the interconnection facilities; and

WHEREAS, the point of interconnection for this project will be to LADWP'sCrystal-Moapa 500-kilovolt (kV) transmission line, which terminates at the SouthCrystal 500-kV Substation, a Navajo Transmission Project Facility owned by theNavajo Participants (including LADWP) and operated by NV Energy; and

WHEREAS, the Agreement provides for compensation to K Road for providing orabsorbing real and reactive power if requested by LADWP as the BalancingAuthority pursuant to this Agreement or to support the transmission systemduring an emergency condition.

NOW, THEREFORE, BE IT RESOLVED that the Large GeneratorInterconnection Agreement No. BP 12-042 between the LADWP and K Road,approved as to form and legality by the City Attorney and filed with the Secretaryof the Board, is hereby approved.

BE IT FURTHER RESOLVED that the Board requests that the Los Angeles CityCouncil (City Council) approve, by ordinance, the Large Generator .Interconnection Agreement No. BP 12-042 between LADWP and K Road.

BE IT FURTHER RESOLVED that the President or Vice President of this Board,or General Manager, or such person as the General Manager shall designate in

writing, or the Secretary, Assistant Secretary, or the Acting Secretary of theBoard, are hereby authorized, empowered, and directed to execute saidAgreement for and on behalf of LADWP upon approval by the City Council byordinance pursuant to Section 674 of the Charter of the City of Los Anqeles,

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BE IT FURTHER RESOLVED that the General Manager, or such person as theGeneral Manager shall designate in writing, is hereby authorized, empowered,and directed to execute amendments to the Agreement: .

BE IT FURTHER RESOLVED that the Chief Accounting Employee of LADWP;upon proper certification, is authorized and directed to draw demands on thePower Revenue Fund, in payment of the obligations arising under saidAgreement.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of theresolution adopted by the Board of Water and Power Commissioners of the Cityof Los Angeles at its meeting held MAY 242013 .

<[ulflt It~:i4~ASSISTANT BARD'

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LOS ANGELES DEPARTMENT OF WATER AND POWE~ (LADWP) BOARD APPROVAL LETTER

i TO: BOARD OF WATER AND POWER COMMISSIONERS PATE: May 10,2013SUBJECT:

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Large Generator InterconnectionAgreement No. BP 12-042 Between LADWP

and K Road Moapa Solar, LLC (K Road)> AR BENYAiirN

Senior Assistant General ManagerGeneral Manager-

Power SystemFOR COMMISSION OFFICE USE:

·-'·""·-...:~t· - " ,'.. -. -,

RESOLUTION NO.

IFYES,BYWHICHCITYCITYCOUNCILAPPROVAL CHARTERSECTION:REQUIRED:Yes ~ No tJ 674{a)(1)(A)

[gI New Contracto Replacement Contracto Amendment to Existing Contract

PURPOSE

The attached Resolution recommends to the Los Angeles City Council approval ofLarge Generator Interconnection Agreement (LGIA) No. BP 12-042 (Agreement)between LADWP and K Road (Parties).

COST AND DURATION

This Agreement provides for compensation to K Road for providing or absorbing realand reactive power if requested by LADWP as the Balancing Authority pursuant to thisAgreement or to support the transmission system durinq an emergency condition. Thecompensation would be for quantities determined as-needed based on the transmissionsystem conditions and pursuant to rate schedules that have not been filed by K Road atthis time.

The term of this Agreement shall become effective upon execution by the Parties andshall remain in effect until the earlier occurrence of the following: (i) for a period oftwenty-five years from the Effective Date and shall be automatically renewed for each

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Board of Water and Power CommissionersPage 2May 10, 2013

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successive one-year period thereafter; or (ii) until the LADWP purchases the LargeGenerating Facility from K Road.

BACKGROUNDThe Federal Energy Regulatory Commission (FERC) issued Order Nos. 2003 and 2006requiring all public utilities that own, control, or operate facilities used for transmittingelectric energy in interstate commerce to file revised Open Access Transmission Tariffscontaining standard generator interconnection procedures and a standardinterconnection agreement for large and small generators. The Energy Federal PolicyAct of 2005 added Section 211A which provides FERC with additional powers toregulate unregulated transmitting utilities, and LADWP falls within this category.

LADWP has developed standard interconnection procedures and standardinterconnection agreements (approved by Board Resolution No. 01-3 122) which arecurrently under consideration by the Los Angeles City Council for approval. ThisAgreement is in compliance with the above FERC orders. This Agreement is beingprocessed separately from the standard interconnection agreements due to the urgency ('in meeting the construction timeline of the generator and the generator interconnection "pursuant to the Power Purchase Agreement (PPA) described below.

K Road Solar Generation Facility (Solar Facility) is a 250-Megawatt (MW) solar facilitylocated on Moapa tribal land 30 miles north of Las Vegas, Nevada. The Solar Facilitymeets part of LADWP's Renewable Portfolio Standard to have 33 percent renewableenergy by 2020. LADWP has entered into PPA No. BP 12-017 with K Road for solarcapacity and the option to purchase the Solar Facility (Approved by Board ResolutionNo. 01-3073).

Also, as part of the PPA, LADWP has a right to purchase and own the Crystal-Moapa500-kilovolt (kV) transmission line in the United States Department of Interior (DOl),Bureau of Land Management (BLM) Corridor extending from the Solar Facility to theCrystal Substation before Guaranteed Commercial Operation Date. LADWP would bethe sole owner and operator of the transmission line through the term of the PPA.LADWP must exercise its purchase option under the PPA prior to executing this LGIA.

In conjunction with this Agreement, LADWP has separately requested theinterconnection of the Crystal-Moapa 500-kV transmission line to the South Crystal 500-kV Substation, a Navajo Project Facility owned by the Navajo Participants (includingLADWP) and operated by NV Energy.

This Agreement provides for the physical connection of the Solar Facility to the Crystal- (Moapa 500-kV transmission line for which LADWP will exercise its purchase option

Board of Water and Power Commissioners. Page 3May 10,2013

under the PPA. This physical connection will enable LADWP to receive energy from theSolar Facility directly into its Balancing Authority Area. The point of interconnection forthis project will be to the Crystal-Moapa 500-kV transmission line, which isapproximately five miles long and terminates at the other end at the South Crystal 500-kV Substation. This Agreement defines the Parties' obligations for payment andreimbursement for engineering design, procurement, and construction ofinterconnection facilities, and the obligations and cost responsibilities for operating andmaintaining the interconnection facilities.

Los Angeles City Council Approval

Per Charter Section 674(a)(1)(A), Los Angeles City Council approval is required.Accordingly, an Executive Directive No.4 waiver was granted by the Mayor's Office. ACity Administrative Officer report will be provided for Los Angeles City Council's reviewprior to its consideration of this item.

ENVIRONMENTAL DETERMINATION

The Solar Facility and transmission facilities will be permitted and constructed outsidethe state of California. Facilities located outside California which are subject toenvironmental impact review pursuant to the National Environmental Policy Act (NEPA)are statutorily exempt from the California Environmental Quality Act per the CaliforniaCode of Regulations Title 14, Chapter 3, Article 18, Section 15277. The DOl, Bureau ofIndian Affairs and the BLM issued a Record of Decision pursuant to NEPA for theMoapa project on June 21, 2012.

RECOMMENDATION

It is requested that your Honorable Board adopt the attached Resolution recommendingthe Los Angeles City Council's approval of Large Generator InterconnectionAgreement No. BP 12..042 between LADWP and K Road.

RJF:psAttachmentse-c/att: Ronald O. Nichols

Richard M. BrownAram BenyaminJames B. McDanielPhilip LeiberGary WongRandy HowardRussell J. Foon

Execution Version

Appendix 6 to the Large Generator Interconnection Procedures

LARGE GENERATOR

INTERCONNECTION AGREEMENT (LGJA)

between

Department of Water and Power of the City of Los Angeles

And

K Road Moapa Solar LLC

(DWP No. BP 12-042)

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Execution Version (

TABLE OF CONTENTS

PageDefinitions : - 2 -EffectiveDate, Term, and Termination - 14-EffectiveDate - 14-Term ofAgreement - 14-Termination Procedures ..: - 14-

Default - 14-Termination Costs - 15 -Disconnection - 16 -Survival - 16 -Scope of Service - 16 -Interconnection Product Options - 16 -

4.1.1 Energy Resource Interconnection Service - 16 -4.1.1.1 The Product - 16 -4.1.1.2 Transmission Delivery Service Implications - 17 -

4.1.2 Network Resonrce Interconnection Service - 17 -Provision of Service - 18 -Performance Standards , - 18 -No Transmission Delivery Service - 18 -Interconnection Customer Provided Services - 18 -Interconnection Facilities Engineering, Procurement, & Construction - 18 -Options - 18-

5.1.3 Option to Build - 18 -5.1.4 Design, Engineering and Construction of Elements of Transmission System - 19 -

5.2 General Conditions Applicable to Option to Build - 19 -5.4 Power SystemStabilizers - 21 -5.5 Equipment Procurement - 21 -5.6 Construction Commencement - 22 -5.7 Work Progress - 22 -5.8 Information Exchange - 22 -5.9 Limited Operation - 22 -5.10 Interconnection Customer's Interconnection Facilities ('ICIF') - 23 -

5.10.1 Interconnection Customer's Interconnection Facility Specifications - 23 -5.10.2 Transmission Provider's Review - 23 -5.10.3 ICIF Construction - 24 -

5.11 Transmission Provider's Interconnection Facilities Construction - 24 -5.12 AccessRights , - 24 -5.13 Lands of Other Property Owners - 25 -5.14 Permits - 25 -5.15 Early Construction of Base Case Facilities - 25 -5.16 Suspension - 26 -5.17 Taxes , - 26 -

5.17.1 Interconnection Customer Payments Not Taxable : - 26 -5.17.2 Representations and Covenants - 27-5.17.3 Indemnification for the Cost Consequences of Current Tax Liability Imposed Upon theTransmission Provider - 27 -5.17.4 Tax Gross-Up Amount - 28 -5.17.5 Private Letter Ruling or Change or Clarification of Law - 29 -5.17.6 Subsequent Taxable Events - 30-

Article 1.Article 2.2.12.22.3

2.3.22.42.52.6Article 4.4.1

4.24.34.44.5Article 5.5.1 (

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5.17.75.17.85.17.95.17.10

5.185.19

5.19.15.19.25.19.3

5.20

Execution Version

Contests - 30 -Refund - 31 -Taxes Other Than Income Taxes - 33 -

Transmission Owners Who Are Not Transmission Providers - 33 -Tax Status - 33 -Modification - 34 -

General - 34 -Standards - 35 -Modification Costs - 35 -. Conformance with NERC and WECC Reliability Requirements - 35 -

Article 6. Testing and Inspection - 36 -6.1 Pre-Commercial Operation Date Testing and Modifications - 36 -6.2 Post-Commercial Operation Date Testing and Modifications - 37 -6.3 Right to Observe Testing - 37 -6.4 Right to Inspect - 37 -Article 7. Metering - 37 -7.1 General - 37 -7.2 Check Meters - 38-7.3 Standards - 38 -7.4 Testing of Metering Equipment - 38-7.5 Metering Data - 39 -7.6 Performance Monitoring by Phasor Measuring Units - 39 -

Article 8.8.18.28.3Article 9.9.19.29.39.49.59.6

Communications - 40-Interconnection Customer Obligations - 40 -Remote Terminal Unit - 40-No Annexation - 41 -Operations - 41 -General - 41 -Balancing Authority Area Notification - 41 -Transmission Provider Obligations - 41 -Interconnection Customer Obligations - 41 -Start-Up and Synchronization - 42 -Reactive Power - 42 -

9.6.1 Power Factor Design Criteria - 42 -9.6.2 Voltage Schedules - 42 -

9.6.2.1 Governors and Regulators - 43 -9.6.2.2 Off-Nominal Frequency and Under-frequency Load Shedding Criteria - 43 -

9.6.3 Payment for Reactive PowerOutside of Range - 44 -9.6.4 No Payment for Reactive Power Within Range - 44 -

Outages and Interruptions - 44 -9.7.1 Outages - 44-

9.7.1.1 Outage Authority and Coordination - 44 -9.7.1.2 Outage Schedules - 45 -9.7.1.3 Outage Restoration - 45 -

9.7.2 Interruption of Service - 45 -9.7.3 Under-Frequency and Over Frequency Conditions - 46 -9.7.4 System Protection and Other Control Requirements - 47 -

9.7.4.1 System Protection Facilities - 47 -9.7.5 Requirements for Protectien - 48-9.7.6 Power Quality - 48 -

9.7

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Execution Version

9.8 Switching and Tagging Rnles - 49 -9.9 Use of Interconnection Facilities by Third Parties - 49 -

9.9.1 Purpose of Interconnection Facilities - 49-9.9.2 Third Party Users - 49 -

9.10 Disturbance AnalysisData Exchange - 49 -Article 10. Maintenance - 50 -10.1 Transmission Provider Obligations - 50-10.2 Interconnection Customer Obligations - 50-10.3 Coordination - 50 -10.4 Secondary Systems - 50 -10.5 Operating and Maintenance Expenses - 50-Article 11. Performance Obligation - 51 -11.1 Interconnection Customer Interconnection Facilities - 51 -11.2 Transmission Provider's Interconnection Facilities - 51 -11.3 Network Upgrades and Distribution Upgrades - 51 -11.4 Transmission Credits - 51 -

11.4.1 Repayment of Amounts Advanced for Network Upgrades - 51 -11.4.2 Special Provisions for Affected Systems ~ - 52 -

11.511.6

11.6.1Article 12.12.112.312.4Article 13.13.113.213.313.413.5

13.5.113.5.2

13.613.7Article 14.14.114.2Article 15.15.115.215.315.4Article 16.Article 17.17.1

17.1.117.1.217.1.3

Article 18.

Reserved - 52 -Interconnection Customer Compensation - 52 -

Interconnection Customer Compensation for Actions During Emergency Condition - 52-Invoice - 53 -General - 53 -Payment - 53 -Dispntes - 53 -Emergencies - 53 -Deflnition - 54 -Obligations - 54 -Notice - 54-Immediate Action - 54 -Transmission Provider Authority - 55 -

General - 55 -Reduction and Disconnection - 55 -

Interconnection Customer Authority - 56 -Limited Liability - 56 -Regulatory Requirements and Governing Law - 56 -Regulatory Requirements - 56 -Governing Law - 57 -Notices - 57 -General - 57 -Billings and Payments - 57 -Alternative Forms of Notice - 57 -Operations and Maintenance Notice - 58 -Force Majeure . - 58 -Default. - 59 -Default - 59 -

General - 59 -Right to Terminate - 59 -Suspension - 59 -

Indemnity, Consequential Damages and Insurance - 60 -

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18.118.218.2

18.3.118.3.218.3.318.3.418.3.518.3.618.3.718.3.818.3.918.3.1018.3.1118.3.12

Article 19.Article 20.Article 21.Article 22.22.1

22.1.122.1.222.1.322.1.422.1.522.1.622.1.722.1.822.1.922.1.1022.1.1122.1.12

Article 23.Article 24.24.124.224.324.4Article 25.25.125.225.325.4

25.4.125.4.2

25.5Article 26.26.126.226.3

Execution Version

Indemnity - 60 -Consequential Damages - 60 -Insurance - Applicable Terms and Conditions - 60 -

Additional Insured Status Required - 60 -Severability ofInterests and Cross Liability Required - 61 -Primary and Non-Contributory Insurance Required - 61 -Deductibles Subject to Transmission Provider's Discretion - 62 -Proof of Insurance for Renewal or Extension Required - 62 -Submission of Acceptable Proof of Insurance and Notice of Cancellation - 62 -Claims-Made Insurance Conditions - 63 -Failure to Maintain and Provide as Cause for Termination - 63 -Periodic Right to Review/Update Insurance Requirements - 63 -Specific Insurance Requirements - 63 -Limitation of Liability and Release - 64-Reporting ...................................................•................................................................................... - 65 -

Assignment - 65 -Severability - 65 -Comparability - 66 -Confidentiality : - 66 -Confidentiality - 66 -

Term - 66-Scope - 66-Release of Confidential Information - 67 -Rights - 67 -No Warranties - 67 -Standard of Care - 68 -Order of Disclosure ~ - 68 -Termination of Agreement - 68 -Remedies - 68 -

Disclosure to FERC, its Staff, or a State - 69 -Permitted Disclosures of Confidential Information - 69 -CPRA, Brown Act and NERCIWECC Requirements ............................................•............. - 70 -

Environmental Releases - 70 -Information Requirements - 71 -Information Acquisition - 71 -Information Submission by Transmission Provider - 71 -Updated Information Submission by Interconnection Customer -71 -Information Supplementation - 72 -Information Access and Audit Rights - 73 -

. Information Access - 73 -Reporting of Non-Force Majeure Events - 73 -Audit Rights - 73 -Audit Rights Periods - 74 -

Audit Rights Period for Construction-Related Accounts and Records - 74 -Audit Rights Period for All Other Accounts and Records - 74 -

Audit Results - 74 -Subcontractors - 74 -General - 74-Responsibility of Principal - 75 -No Limitation by Insurance - 75 -

-IV -

Article 27.27.127.227.327.4Article 28.28.1

28.1.128.1.228.1.328.1.4

Article 29.Article 30.30.130.230.330.430.530.630.730.830.930.1030.1230.13

Execution Version

Disputes - 75 -Submission - 75 -External Arbitration Procedures - 76 -Arbitration Decisions - 76 -Costs -76-Representations, Warranties, and Covenants - 76 -General - 76 -

Good Standing , - 77 -Authority ~ - 77 -No Conflict - 77 -Consent and Approval. - 77 -

Joint Operating Committee ......................................•............................................................. - 78 -Miscellaneous - 79 -Binding Effect , - 79 -Conflicts - 79 -Rules of Interpretation - 79 -Entire Agreement - 79 -No Third Party Beneficiaries - 80 -Waiver - 80-Headings - 80 -Multiple Counterparts - 80 -Amendment - 80 -

Modification by the Parties - 80 -No Partnership - 81 -Severability - 81 -

Appendix A - Interconnection Facilities, Network Upgrades, and Distribution Upgrades

Appendix B - Milestones

Appendix C - Interconnection Details

Appendix D - Security Arrangements Details

Appendix E - Commercial Operation Date

Appendix F - Addresses for Delivery of Notices and Billings

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Execution Version

LARGE GENERATOR INTERCONNECTION AGREEMENT

TIDS LARGE GENERATOR INTERCONNECTION AGREEMENT("Agreement") is made and entered into this __ day of _2012, by and between K Road Moapa Solar LLC, a limited liability company organizedand existing under the laws of the State of Delaware ("Interconnection Customer" with aLarge Generating Facility), and the Department of Water and Power of the City ofLos Angeles, a department organized and existing under the Charter of the City of LosAngeles, a municipal corporation of the State of California ("Transmission Providerand/or Transmission Owner"). Interconnection Customer and Transmission Providereach may be referred to as a "Party" or collectively as the "Parties."

Recitals

.WHEREAS, Transmission Provider owns the Transmission System that willinclude the BLM Corridor Transmission Facilities pursuant to an agreement to purchasefrom the Interconnection Customer; and

WHEREAS, Interconnection Customer intends to own, lease and/or control andoperate the Generating Facility identified as a Large Generating Facility in Appendix Cto this Agreement; and,

WHEREAS, Interconnection Customer and Transmission Provider have agreed toenter into this Agreement for the purpose of interconnecting the Large GeneratingFacility with the Transmission System; .

NOW, THEREFORE, in consideration of and subject to the mutual covenantscontained herein, it is agreed:

When used in this Large Generator Interconnection Agreement, terms with initialcapitalization that are not defmed in Article 1 shall have the meanings specified in theArticle in which they are used or the Open Access Transmission Tariff (Tariff).

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Execution Version (Article 1. Definitions

In addition to the other terms defined within this LGIA, the following terms,whether in the singular or plural, when used herein and in the appendices attachedto this Large Generator Interconnection Agreement and initially capitalized, shallhave the meanings specified below:

Adverse System Impact shall mean the negative effects due to technical oroperational limits on conductors or equipment being exceeded that may compromise thesafety and reliability of the electric system.

Affected System shall mean an electric system other than the TransmissionProvider's Transmission System that may be affected by the proposed interconnection.

Affected System Operator shall mean the entity that operates an AffectedSystem.

Affiliate shall mean, with respect to a corporation, partnership or other entity,each such other corporation, partnership or other entity that directly or indirectly, throughone or more intermediaries, controls, is controlled by, or is under common control with,such corporation, partnership or other entity.

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Ancillary Services shall mean those services that are necessary to support thetransmission of capacity and energy from resources to loads while maintaining reliableoperation of the Transmission Provider's Transmission System in accordance with GoodUtility Practice.

Applicable Laws and Regulations shall mean all duly promulgated applicablefederal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments,directives, or judicial or administrative orders, permits and other duly authorized actionsof any Governmental Authority.

Applicable Reliability Council shall mean the reliability council applicable to theTransmission System to which the Generating Facility is directly interconnected.

Applicable Reliability Standards shall mean the standards, requirements, criteriaand guidelines ofNERC, the Applicable Reliability Council, and the Balancing AuthorityArea. of the Transmission System to which the Generating Facility is directlyinterconnected.

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Execution Version

Balancing Authority shall mean the responsible entity that integrates resourceplans ahead of time, maintains load-interchange-generation balance within a BalancingAuthority Area, and supports Interconnection frequency in real time.

Balancing Authority Area shall mean the collection of generation, transmission,and loads within the metered boundaries of the Balancing Authority. The BalancingAuthority maintains load-resource balance within this area.

Base Case shall mean the base case power flow, short circuit, and stability databases used for the Interconnection Studies by the Transmission Provider orInterconnection Customer.

BLM Corridor Transmission Facilities mean the approximately five and one-half (5.5) miles of500 kVtransmission line consisting of conductors, shield wires,ground cables, insulators, pole or tower structures, footings, and other related equipmentinterconnecting the Crystal 500 kV substation, but, for the avoidance of doubt, excludingthe actual Crystal 500 kV substation, with and including the first pole or tower nearest tothe K Road Moapa 500 kV substation, located at the Site, that is located. within the BLMCorridor, but excluding the K Road Transmission Facilities, together with all accessionsthereto, replacements thereof and appurtenances thereto, associated real property,including rights of way, easements and other property interests, and any and all personalproperty that is not real property under applicable law including, without limitation,improvements, equipment, trade fixtures and other personal property related thereto.

Breach shall mean the failure of a Party to perform or observe any material termor condition of the Large Generator Interconnection Agreement.

Breaching Party shall mean a Party that is in Breach of the Large GeneratorInterconnection Agreement.

Business Day shall mean Monday through Friday, excluding Federal Holidays.

Calendar Day shall mean any day including Saturday, Sunday or a FederalHoliday.

Clustering shall mean the process whereby a group of Interconnection Requests isstudied together, instead of serially, for the purpose of conducting the InterconnectionSystem Impact Study.

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Execution Version (Commercial Operation shall mean the status of a Generating Facility that has

commenced generating electricity for sale, excluding electricity generated during TrialOperation.

Commercial Operation Date of a unit shall mean the date on which theGenerating Facility commences Commercial Operation as agreed to by the Partiespursuant to Appendix E to the Large Generator Interconnection Agreement.

Confidential Information shall mean any confidential, proprietary or trade secretinformation of a plan, specification, pattern, procedure, design, device, list, concept,policy or compilation relating to the present or planned business of a Party, including anycompetitively sensitive, commercial or fmancial information, which is designated asconfidential by the Party supplying the information, whether conveyed orally,electronically, in writing, through inspection, or otherwise.

Critical Energy Infrastructure Information or CEIl shall mean specificengineering, vulnerability, or detailed design information about proposed or existingCritical Infrastructure that: (i) relates details about the production, generation,transportation, transmission, or distribution of energy; (ii) could be useful to a person inplanning an attack on Critical Infrastructure; (iii) is exempt from mandatory disclosure (under the Freedom of Information Act, 5 U.S.C. § 552; and (iv) does not simply give thegeneral location of the Critical Infrastructure.

Critical Infrastructure shall mean existing and proposed systems and assets,whether physical or virtual, the incapacity or destruction of which would negativelyaffect security, economic security, public health or safety, or any combination of thosematters.

Default shall mean the failure of a Breaching Party to cure its Breach inaccordance with Article 17 of the Large Generator Interconnection Agreement.

,Dispute Resolution shall mean the procedure for resolution of a dispute betweenthe Parties in which they will first attempt to resolve the dispute on an informal basis, asset forth in Article 27 herein.

Distribution System shall mean the Transmission Provider's facilities andequipment used to transmit electricity to ultimate usage points such as homes andindustries directly from nearby generators or from interchanges with higher voltagetransmission networks which transport bulk power over longer distances. The voltagelevels at which distribution systems operate differ among areas. (

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Execution Version

Distribution Upgrades shall mean the additions, modifications, and upgrades tothe Transmission Provider's Distribution System at or beyond the Point ofInterconnection to facilitate interconnection of the Generating Facility and render theTransmission Service necessary to effect Interconnection Customer's wholesale sale ofelectricity in interstate commerce. Distribution Upgrades do not include InterconnectionFacilities. All of the foregoing items in this definition are specified in Appendix A.

Effective Date shall mean the date on which the Large Generator InterconnectionAgreement becomes effective upon execution by the Parties.

Emergency Condition shall mean a condition or situation: (1) that in thejudgment of the Party making the claim is imminently likely to endanger life or property;or (2) that, in the case of a Transmission Provider, is imminently likely (as determined ina non-discriminatory manner) to cause a material adverse effect on the security of,reliability of, or damage to Transmission Provider's Transmission System, TransmissionProvider's Interconnection Facilities or the electric systems of others to which theTransmission Provider's Transmission System is directly connected; or (3) that, in thecase of Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on the security of, or damageto, the Generating Facility or Interconnection Customer's Interconnection Facilities.System restoration and black start shall be considered Emergency Conditions; provided,that Interconnection Customer is not obligated by the Large Generator InterconnectionAgreement to possess black start capability.

Energy Resource Interconnection Service shall mean an Interconnection Servicethat allows the Interconnection Customer to connect its Generating Facility to theTransmission Provider's Transmission System to be eligible to deliver the GeneratingFacility's electric output using the existing firm or non-firm capacity of the TransmissionProvider's Transmission System on an as available basis. Energy ResourceInterconnection Service in and of itself does not convey Transmission Service.

Engineering & Procurement (E&P) Agreement shall mean an agreement thatauthorizes the Transmission Provider to begin engineering and procurement of long lead-time items necessary for the establishment of the interconnection in order to advance theimplementation of the Interconnection Request.

Environmental Law shall mean Applicable Laws or Regulations relating topollution or protection of the environment or natural resources.

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Execution Version cFederal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§

791a et seq.

FERC shall mean the Federal Energy Regulatory Commission (Commission) orits successor.

Force Majeure shall mean any act of God, labor disturbance, act of the publicenemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident tomachinery or equipment, or any order, regulation or restriction imposed by governmental,military. or lawfully established civilian authorities, or any other cause beyond a Party'scontrol. A Force Majeure event does not include acts of negligence or intentionalwrongdoing by the Party claiming Force Majeure.

Generating Facility shall mean Interconnection Customer's device for theproduction of electricity identified in the Interconnection Request, but shall not includethe Interconnection Customer's Interconnection Facilities.

Generating Facility Capacity shall mean the net capacity of the GeneratingFacility and the aggregate net capacity of the Generating Facility where it includesmultiple energy production devices. (

Good Utility Practice shall mean any of the practices, methods and acts engagedin or approved by a significant portion of the electric industry during the relevant timeperiod, or any of the practices, methods and acts which, in the exercise of reasonablejudgment in light of the facts known at the time the decision was made, could have beenexpected to accomplish the desired result at a reasonable cost consistent with goodbusiness practices, reliability, safety and expedition. Good Utility Practice is notintended to be limited to the optimum practice, method, or act to the exclusion of allothers, but rather to be acceptable practices, methods, or acts generally accepted in theregion. For purposes of clarification, the term "Good Utility Practice" shall includecompliance with Applicable Reliability Standards.

Governmental Authority shall mean any federal, state, local or othergovernmental regulatory or administrative agency, court, commission, department, board,or other governmental subdivision, legislature, rulemaking board, tribunal, or othergovernmental authority having jurisdiction over the Parties, their respective facilities, orthe respective services they provide, and exercising or entitled to exercise anyadministrative, executive, police, or taxing authority or power; provided, however, thatsuch term does not include Interconnection Customer or any Affiliate thereof.

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Execution Version

Hazardous Substances shall mean any chemicals, materials or substances defmedas or included in the definition of "hazardous substances," "hazardous wastes,""hazardous materials," "hazardous constituents," "restricted hazardous materials,""extremely hazardous substances," "toxic substances," "radioactive substances,""contaminants," "pollutants," "toxic pollutants" or words of similar meaning andregulatory effect under any applicable Environmental Law, or any other chemical,material or substance, exposure to which is prohibited, limited or regulated by anyapplicable Environmental Law.

Initial Synchronization Date shall mean the date upon which the GeneratingFacility is initially synchronized and upon which Trial Operation begins.

In-Service Date shall mean the date upon which the Interconnection Customerreasonably expects it will be ready to begin use of the Transmission Provider'sInterconnection Facilities to obtain back feed power.

Interconnection Customer shall mean any entity, including the TransmissionProvider, Transmission Owner or any of the Affiliates or subsidiaries of either, thatproposes to interconnect its Generating Facility with the Transmission Provider'sTransmission System.

Interconnection Customer's Interconnection Facilities (or ICIF) shall mean allfacilities and equipment, as identified in Appendix A of the Large GeneratorInterconnection Agreement, that are located between the Generating Facility and thePoint of Change of Control, including any modification, addition, or upgrades to suchfacilities and equipment necessary to physically and electrically interconnect theGenerating Facility to the Transmission Provider's Transmission System.Interconnection Customer's Interconnection Facilities are sole use facilities.

Interconnection Facilities shall mean the Transmission Provider'sInterconnection Facilities and the Interconnection Customer's Interconnection Facilities.Collectively, Interconnection Facilities include all facilities and equipment between theGenerating Facility and the Point of Interconnection, including any modification,additions or upgrades that are necessary to physically and electrically interconnect theGenerating Facility to the Transmission Provider's Transmission System.Interconnection Facilities are sole use facilities and shall not include DistributionUpgrades, Stand Alone Network Upgrades or Network Upgrades.

Interconnection Facilities Study shall mean a study conducted by theTransmission Provider or a third party consultant for the Interconnection Customer to

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Execution Version (determine a list of facilities (including Transmission Provider's Interconnection Facilitiesand Network Upgrades as identified in the Interconnection System Impact Study), thecost of those facilities, and the time required to interconnect the Generating Facility withthe Transmission Provider's Transmission System. The scope of the study is defmed inSection 8 of the Large Generator Interconnection Procedures. All of the foregoing itemsin this defmition are specified in Appendix A.

Interconnection Facilities Study Agreement shall mean the form of agreementcontained in Appendix 4 of the Large Generator Interconnection Procedures forconducting the Interconnection Facilities Study.

Interconnection Feasibility Study shall mean a preliminary evaluation of thesystem impact and cost of interconnecting the Generating Facility to the TransmissionProvider's Transmission System, the scope of which is described in Section 6 of theLarge Generator Interconnection Procedures.

Interconnection Feasibility Study Agreement shall mean the form of agreementcontained in Appendix 2 of the Large Generator Interconnection Procedures forconducting the Interconnection Feasibility Study.

(Interconnection Request shall mean an Interconnection Customer's request, in

the form of Appendix 1 to the Large Generator Interconnection Procedures, subject to theTransmission Provider's Tariff, to interconnect a new Generating Facility, or to increasethe capacity of, or make a Material Modification to the operating characteristics of, anexisting Generating Facility that is interconnected with the Transmission Provider'sTransmission System.

Interconnection Service shall mean the service provided by the TransmissionProvider associated with interconnecting the Interconnection Customer's GeneratingFacility to the Transmission Provider's Transmission System and enabling it to receiveelectric energy and capacity from the Generating Facility at the Point of Interconnection,pursuant to the terms of the Large Generator Interconnection Agreement and, subject tothe Transmission Provider's Tariff.

Interconnection Study shall mean any of the following studies: theInterconnection Feasibility Study, the Interconnection System Impact Study, and theInterconnection Facilities Study described in the Large Generator InterconnectionProcedures.

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Execution Version

Interconnection System Impact Study shall mean an engineering study thatevaluates the impact of the proposed interconnection on the safety and reliability ofTransmission Provider's Transmission System and, if applicable, an Affected System.The study shall identify and detail the system impacts that would result if the GeneratingFacility were interconnected without project modifications or system modifications,focusing on the Adverse System Impacts identified in the Interconnection FeasibilityStudy, or to study potential impacts, including but not limited to those identified in theScoping Meeting as described in the Large Generator Interconnection Procedures.

Interconnection System Impact Study Agreement shall mean the form ofagreement contained in Appendix 3 of the Large Generator Interconnection Proceduresfor conducting the Interconnection System Impact Study.

ms shall mean the Internal Revenue Service.

Joint Operating Committee shall be a group made up of representatives fromInterconnection Customer and the Transmission Provider to coordinate operating andtechnical considerations of Interconnection Service.

K Road Transmission Facilities means that portion of 500 kV transmission lineconsisting of conductors, shield wires, ground cables, insulators, pole or tower structuresand footings (if any), and other related equipment interconnecting the BLM CorridorTransmission Facilities located in the BLM Corridor with the K Road Moapa 500 kVsubstation located at the Site, together with all accessions thereto, replacements thereofand appurtenances thereto, associated real property (including rights of way, easementsand other property interests) and any and all personal property that is not real propertyunder applicable law including, without limitation, improvements, equipment, tradefixtures and other personal property related thereto.

Large Generating Facility shall mean a Generating Facility having a GeneratingFacility Capacity of more than 20 MW.

Large Generator Interconnection Agreement (LGJA) shall mean the form ofinterconnection agreement applicable to an Interconnection Request pertaining to a LargeGenerating Facility that is included in the Transmission Provider's Tariff.

Large Generator Interconnection Procedures (LGIP) shall mean theinterconnection procedures applicable to an Interconnection Request pertaining to aLarge Generating Facility that are included in the Transmission Provider's Tariff.

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"

Execution Version (Loss shall mean any and all losses relating to injury to or death of any person or

damage to property, demand, suits, recoveries, costs and expenses, court costs, attorneyfees, expert witness and consultant fees, and all other obligations by or to third parties,arising out of or resulting from the other Party's performance, or non-performance of itsobligations under the Large Generator Interconnection Agreement on behalf of theindemnifying Party, except in cases of gross negligence or intentional wrongdoing by theindemnifying Party.

Material Modification shall mean those modifications that have a material impacton the cost or timing of any Interconnection Request with a later queue priority date orthat cause a system impact.

Metering Equipment shall mean all metering equipment installed or to beinstalled at the Generating Facility pursuant to the Large Generator InterconnectionAgreement 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.

NERC shall mean the North American Electric Reliability Corporation or thesuccessor electric reliability organization. (

Network Resource shall mean any designated generating resource owned,purchased, or leased by a Network Customer under an applicable Network IntegrationTransmission Service Tariff. Network Resources do not include any resource, or anyportion thereof, that is committed for sale to third parties or otherwise cannot be calledupon to meet the Network Customer's Network Load on a non-interruptible basis.

Network Resource Interconnection Service shall mean an InterconnectionService that allows the Interconnection Customer to integrate its Large GeneratingFacility with the Transmission Provider's Transmission System in a manner comparableto that in which the Transmission Provider integrates its generating facilities to servenative load customers. Network Resource Interconnection Service in and of itself doesnot convey Transmission Service.

Network Upgrades shall mean the additions, modifications, and upgrades to theTransmission Provider's Transmission System required at or beyond the point at whichthe Interconnection Facilities connect to the Transmission Provider's TransmissionSystem to accommodate the interconnection of the Large Generating Facility to theTransmission Provider's Transmission System. All of the foregoing items in thisdefinition are specified in Appendix A. (

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Notice of Dispute shall mean a written notice of a dispute or claim that arises outof or in connection with the Large Generator Interconnection Agreement or itsperformance.

Optional Interconnection Study shall mean a sensitivity analysis based onassumptions specified by the Interconnection Customer in the Optional InterconnectionStudy Agreement.

Optional interconnection Study Agreement shall mean the form of agreementcontained in Appendix 5 of the Large Generator Interconnection Procedures forconducting the Optional Interconnection Study.

Party or Parties shall mean Transmission Provider, Transmission Owner,Interconnection Customer or any combination of the above.

Point of Change of Control shall mean the point, as set forth in Appendix A tothe Large Generator Interconnection Agreement, where the Interconnection Customer'sInterconnection Facilities connect to the Transmission Provider's InterconnectionFacilities.

Point of Delivery shall have the meaning ascribed in the Tariff.

Point of Interconnection shall mean the point, as set forth in Appendix A to theLarge Generator Interconnection Agreement, where the Interconnection Facilitiesconnect to the Transmission Provider's Transmission System.

Point of Receipt shall have the meaning ascribed in the Tariff.

Power Purchase Agreement ("PP A") shall mean that power purchase agreementexecuted between the Los Angeles Department of Water and Power and K Road MoapaSolar LLC dated for convenience as of October 1,2012 (DWP Agreement No. BP12-017) for the sale and purchase of electric power generated at the Generating Facility.

Purchase and Sale Agreement shall mean that purchase and sale agreementexecuted between the Los Angeles Department of Water and Power and K Road MoapaSolar LLC substantially in the form of Appendix 0 to the PPA.

Queue Position shall mean the order of a valid Interconnection Request, relativeto all other pending valid Interconnection Requests, that is established based upon the

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i'

Execution Version cdate and time of receipt of the valid Interconnection Request by the TransmissionProvider. For purposes of this definition, Transmission Provider shall consider anInterconnection Request to be valid on the date that the Interconnection Customer hassatisfied all of the requirements of Section 3.3.1 of the Large Generator InterconnectionProcedures.

Reasonable Efforts shall mean, with respect to an action required to be attemptedor taken by a Party under the Large Generator Interconnection Agreement, efforts that aretimely and consistent with Good Utility Practice and are otherwise substantiallyequivalent to those a Party would use to protect its own interests.

Scoping Meeting shall mean the meeting between representatives of theInterconnection Customer and Transmission Provider conducted for the purpose ofdiscussing alternative interconnection options, to exchange information including anytransmission data and earlier study evaluations that would be reasonably expected toimpact such interconnection options, to analyze such information, and to determine thepotential feasible Points of Interconnection.

Site Control shall mean documentation reasonably demonstrating: (1) ownershipof, a leasehold interest in, or a right to develop a site for the purpose of constructing the (Generating Facility; (2) an option to purchase or acquire a leasehold site for suchpurpose; or (3) an exclusivity or other business relationship between InterconnectionCustomer and the entity having the right to sell, lease or grant Interconnection Customerthe right to possess or occupy a site for such purpose.

Small Generating Facility shall mean a Generating Facility that has a GeneratingFacility Capacity of no more than 20 MW.

Stand Alone Network Upgrades shall mean Network Upgrades that anInterconnection Customer may construct without affecting day-to-day operations of theTransmission System during their construction. Both the Transmission Provider and theInterconnection Customer must agree as to what constitutes Stand Alone NetworkUpgrades and identify them in Appendix A to the Large Generator InterconnectionAgreement. All of the foregoing items in this defmition are specified in Appendix A.

Standards of Conduct shall mean those standards implemented by TransmissionProvider that govern its transmission functions as well as communication of certaininformation.

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Execution Version

System Protection Facilities shall mean the equipment, including necessary. protection signal communications equipment, required to protect (1) the TransmissionProvider's Transmission System from faults or other electrical disturbances occurring atthe Generating Facility and (2) the Generating Facility from faults or other electricalsystem disturbances occurring on the Transmission Provider's Transmission System or onother delivery systems or other generating systems to which the Transmission Provider'sTransmission System is directly connected.

Tariff shall mean the Transmission Provider's Tariff through which open accessTransmission Service (also known as the Open Access Transmission Tariff or OATT)and Interconnection Service are offered, as amended or supplemented from time to time,or any successor tariff.

Transmission Operator shall mean the entity that operates or directs theoperations of the Transmission System.

Transmission Owner shall mean an entity that owns, leases or otherwisepossesses an interest in the portion of the Transmission System at the Point ofInterconnection and may be a Party to the Large Generator Interconnection Agreement tothe extent necessary.

Transmission Provider shall mean the transmitting utility (or its designatedagent) that owns, controls, or operates facilities used for the transmission of electricenergy in interstate commerce and provides Transmission Service under the Tariff. Theterm Transmission Provider should be read to include the Transmission Owner when theTransmission Owner is separate from the Transmission Provider.

Transmission Provider's Interconnection Facilities shall mean all facilities andequipment owned, controlled or operated by the Transmission Provider from the Point ofChange of Control to the Point of Interconnection as identified in Appendix A to theLarge Generator Interconnection Agreement, including any modifications, additions orupgrades to such facilities and equipment. Transmission Provider's InterconnectionFacilities are sole use facilities and shall not include Distribution Upgrades, Stand AloneNetwork Upgrades or Network Upgrades.

Transmission Service shall mean those services provided to the TransmissionCustomer under the Transmission Provider's Tariff to move energy from a Point ofReceipt to a Point of Delivery.

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Execution Version (Transmission System shall mean the alternating current transmission facilities

owned, controlled or operated by the Transmission Provider or Transmission Owner thatare used to provide Transmission Service under the Tariff. For clarification,Transmission System will include the BLM Corridor Transmission Facilities.

Trial Operation shall mean the period during which Interconnection Customer isengaged in on-site test operations and commissioning of the Generating Facility prior toCommercial Operation.

WECC shall mean the Western Electricity Coordinating Council or its successor.

WECC Criteria shall mean those approved regional standards and ApplicableReliability Standards established and implemented by WECC, as such criteria maychange from time to time.

Article 2. Effective Date, Term, and Termination

2.1 Effective Date. This LGIA shall become effective upon execution by the Parties.

2.2 Term of Agreement. This LGIA shall remain in effect until the earlieroccurrence of the following: (i) for a period of twenty-five (25) years from theCommercial Operation Date and shall be automatically renewed for eachsuccessive one-year period thereafter; or (ii) until the Los Angeles Department ofWater and Power purchases the Large Generating Facility from InterconnectionCustomer, each event is subject to Article 2.3.

2.3 Termination Procedures.

2.3.1 Cessation of Commercial Operation. This LGIA may be terminated byTransmission Provider if the Generating Facility permanently ceasesCommercial Operation.

2.3.2 Default. Either Party, as a non-Breaching Party, may terminate this LGIAif the other, as a Breaching Party, fails to cure a Breach in accordance withArticle 17.1.2.

2.3.3 Notwithstanding Articles 2.3.1 and 2.3.2, no termination shall supersedeany rights and obligations set forth in Articles 2.6 and 17.1.2; the Partiesshall comply with all Applicable Laws and Regulations and satisfy all

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Execution Version

outstanding obligations incurred prior to and through the noticed date oftermination.

2.4 Termination Costs. In the event that this LGlA terminates for reasons other thanstated in Section 2.2(ii), within sixty (60) Calendar Day prior to the terminationdate of this LGlA or as soon as practical, Transmission Provider shall determineeach Party's total cost responsibility for terminating and disconnecting theGenerating Facility from Transmission Provider's Interconnection Facilities andshall invoice Interconnection Customer for its proportion of costs arising from,related to or resulting from the termination of this LGlA and disconnection of theInterconnection Customer's Interconnection Facilities from TransmissionProvider's Interconnection Facilities (including any cancellation costs relating toorders or contracts for Interconnection Facilities and equipment or chargesassessed by the other Party). The Parties shall use commercially ReasonableEfforts to mitigate the costs, damages, penalties and charges arising as aconsequence of termination. Upon termination of this LGlA for reasons otherthan stated in Section 2.2(ii) above:

2.4.1 With respect to any portion of Transmission Provider's InterconnectionFacilities that have not yet been constructed or installed, InterconnectionCustomer shall to the extent possible cancel any pending orders of, orreturn, any materials or equipment for, or terminate any contracts forconstruction of, such facilities and shall be liable for any cost or penaltyassociated with such cancellation, termination or return.

Notwithstanding any provision of this Article 2.4, InterconnectionCustomer shall be responsible for all costs and penalties incurred inassociation with Interconnection Customer's Interconnection Request andInterconnection Service and termination of Interconnection Service anddisconnection of facilities, including any cancellation costs and/or penaltiesrelating to orders or contracts for Interconnection Facilities and equipmentand any Network Upgrades for which Transmission Provider has incurredexpenses and has not been reimbursed by Interconnection Customer.

2.4.2 Transmission Provider may, at its option, retain any portion of suchmaterials, equipment, or facilities that Interconnection Customer choosesnot to accept delivery of, in which case Transmission Provider shall beresponsible for all costs associated with procuring such materials,equipment, or facilities.

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Execution Version (2.4.3 With respect to any portion of the Interconnection Facilities, and any other

facilities already installed or constructed pursuant to the terms of thisLGIA, Interconnection Customer shall be responsible for all costs, penaltiesand liabilities associated with the removal, relocation or other disposition orretirement of such materials, equipment, or facilities.

2.5 Disconnection. Upon termitiation of this LGIA, the Parties will take allappropriate steps to disconnect the Large Generating Facility from theTransmission System. All costs required to effectuate such disconnection shall beborne by the terminating Party, unless such termination resulted from the non-terminating Party's Default of this LGIA or such non-terminating Party otherwiseis responsible for these costs under this LGIA.

2.6 Survival. This LGIA shall continue in effect after termination to the extentnecessary: (i) to provide for final billings and payments and for costs and/orpenalties incurred hereunder, including billings and payments pursuant to thisLGIA; (ii) to permit the determination and enforcement of liability andindemnification obligations arising from acts, omissions or events that occurredwhile this LGIA was in effect; and (iii) to permit each Party to have access to the (,'.lands of the other Party pursuant to this LGIA or other applicable agreements, to .disconnect, remove or salvage its own facilities and equipment.

Article 3. Reserved.

Article 4. Scope of Service

4.1 Interconnection Product Options. At the time the Interconnection Request wassubmitted, Interconnection Customer requested Energy Resource InterconnectionService as that was the only option offered by the Transmission Provider.

4.1.1 Energy Resource Interconnection Service.

4.1.1.1 The Product. Energy Resource Interconnection Serviceallows Interconnection Customer to connect the LargeGenerating Facility to the Transmission System and beeligible to deliver the Large Generating Facility's output usingthe existing firm or non-firm capacity of the Transmission

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4.1.1.2

Execution Version

System on an "as available" basis. Transmission Providershall construct facilities identified in Appendix A.

Transmission Service Implications. Under EnergyResource Interconnection Service, Interconnection Customerwill be eligible to inject power from the Large GeneratingFacility into and deliver power across the interconnectingTransmission Provider's Transmission System on an "asavailable" basis up to the amount ofMWs identified in theapplicable stability and steady state studies to the extent theupgrades initially required to qualify for Energy ResourceInterconnection Service have been constructed. Under theterms and conditions of this LGIA, no Transmission Servicefrom the Large Generating Facility into or acrossTransmission Provider's Transmission System is beingoffered. Interconnection Customer may obtain Point-to-PointTransmission Service, pursuant to Transmission Provider'sTariff, up to the maximum output identified in the stabilityand steady state studies. In those instances, in order forInterconnection Customer to obtain the right to deliver orinject energy beyond the Large Generating Facility Point ofInterconnection or to improve its ability to do so,Transmission Service must be obtained pursuant to theprovisions of Transmission Provider's Tariff. TheInterconnection Customer's ability to inject its LargeGenerating Facility output beyond the Point ofInterconnection, therefore, will depend on the existingcapacity of Transmission Provider's Transmission System atsuch time as a Transmission Service request is made thatwould accommodate such delivery. The provision of firmPoint-to-Point Transmission Service may require theconstruction of additional Network Upgrades.

4.1.2 Network Resource Interconnection Service.

4.1.2.1

4.1.2.2

Reserved.

Reserved.

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Execution Version (4.2 Provision of Service. Transmission Provider shall provide Interconnection

Service for the Large Generating Facility at the Point of Interconnection.

4.3 Performance Standards. Each Party shall perform all of its obligations underthis LGIA in accordance with Applicable Laws and Regulations, ApplicableReliability Standards, and Good Utility Practice, and to the extent a Party isrequired or prevented or limited in taking any action by such regulations andstandards, such Party shall not be deemed to be in Breach of this LGIA for itscompliance therewith. If such Party is a Transmission Provider or TransmissionOwner, then the LGIA shall be amended accordingly.

4.4 No Transmission Service. The execution of this LGIA does not constitute arequest for, nor the provision of, any Transmission Service under TransmissionProvider's Tariff, and does not convey any right to deliver electricity to anyspecific customer or Point of Delivery.

4.5 Interconnection Customer Provided Services. The services provided byInterconnection Customer under this LGIA are set forth in Article 9.6 (ReactivePower) and Article 13.5.1 (Emergency Condition). Interconnection Customer (,shall be paid for such services in accordance with Article 11.6. "

Article 5. Interconnection Facilities Engineering, Procurement, and Construction

5.1 Options. Unless otherwise mutually agreed to between the Parties,Interconnection Customer shall select the In-Service Date, Initial SynchronizationDate, and Commercial Operation Date. Interconnection Customer selects theOption to Build in accordance with the terms 'and conditions set forth below forcompletion of Transmission Provider's Interconnection Facilities and NetworkUpgrades as set forth in Appendix A (entitled "Interconnection Facilities andNetwork Upgrades"), in conjunction with that portion of the Transmission Systemconsisting of the BLM Corridor Transmission Facilities, and such dates andselected option shall be set forth in Appendix B, Milestones.

5.1.1 Iteserved.

5.1.2 Iteserved.

5.1.3 Option to Build. Transmission Provider grants Interconnection Customerwith the option to assume responsibility for the design, procurement and C

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Execution Version

construction of Transmission Provider's Interconnection Facilities andStand Alone Network Upgrades and that portion of the TransmissionSystem consisting of the BLM Corridor Transmission Facilities on thedates specified in Appendix B, Milestones. Transmission Provider andInterconnection Customer must agree as to what constitutes Stand AloneNetwork Upgrades and identify such Stand Alone Network Upgrades inAppendix A. Except for Stand Alone Network Upgrades, InterconnectionCustomer shall have no right to construct Network Upgrades under thisoption unless agreed in writing between the Parties.

5.1.4 Design, Engineering and Construction of Elements of TransmissionSystem. In accordance with section 3.7 ofthe Power Purchase Agreerrient(which said section is incorporated by reference along with any defmitionand appendix necessary to clarify its intent) and Transmission Provider'sdecision to acquire the BLM Corridor Transmission Facilities,Interconnection Customer shall be responsible for the design, engineeringand construction of that portion of the Transmission System consisting ofthe BLM Corridor Transmission Facilities, Transmission Provider'sInterconnection Facilities and Interconnection Customer's InterconnectionFacilities.

5.2 General Conditions Applicable to Option to Build. Based upon InterconnectionCustomer's assumption of responsibility under this LGIA for the design andengineering, procurement and/or construction of that portion of the TransmissionSystem consisting of the BLM Corridor Transmission Facilities, TransmissionProvider's Interconnection Facilities and Stand Alone Network Upgrades(collectively, the "Option-to-Build Facilities"), Interconnection Customer shall:

(1) engineer, procure equipment, and construct the Option-to-BuildFacilities using Good Utility Practice and complying with the standards andspecifications provided in advance by Transmission Provider;

(2) comply with all Applicable Laws and Regulations and all insurancerequirements, warranties, shipping insurance, storage protocols, and otherpolicies and requirements to which Transmission Provider would be subjectin the engineering, procurement or construction of the Option-to-BuildFacilities;

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Execution Version c(3) provide Transmission Provider with the engineering design, equipmentacceptance tests, and construction drawings of the Option-to-BuildFacilities for Transmission Provider to review and approve;

(4) prior to commencement of construction provide to TransmissionProvider a schedule for construction of the Option-to-Build Facilities, andpromptly respond to any request for information from TransmissionProvider;

(5) at any time during construction, grant unrestricted access toTransmission Provider and allow Transmission Provider to conductinspections of the Option-to-Build Facilities;

(6) be obligated to remedy deficiencies in any portion of the Option-to-Build Facilities that do not meet the standards and specifications providedby Transmission Provider at any time during construction;

(7) indemnify. Transmission Provider for claims arising fromInterconnection Customer's construction of the Option-to-Build Facilities in (/.accordance with Article 6 of the executed Purchase and Sale Agreement(which said article is herein incorporated by reference along with anydefinition necessary to clarify its intent) and this LGIA, provided that suchindemnification shall terminate upon transfer of ownership of said facilitiesto the Transmission Provider except as otherwise provided in Articles 6.1and 6.3 of the executed Purchase and Sale Agreement;

(8) transfer control of Transmission Provider's Interconnection Facilities.and Stand Alone Network Upgrades to Transmission Provider;

(9) obtain Transmission Provider's approval and acceptance, which shallnot be unreasonably withheld, for operation and maintenance ofTransmission Provider's Interconnection Facilities and Stand AloneNetwork Upgrades prior to the In-Service Date; and

(10) deliver to Transmission Provider "as-built" drawings, information, andany other documents that are reasonably required by Transmission Providerto assure that the Interconnection Facilities and Stand Alone NetworkUpgrades are built to the standards and specifications required byTransmission Provider.

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Execution Version

As a result of Interconnection Customer's assumption of the responsibility for thedesign, procurement and/or construction of the Option-to-Build Facilities,Transmission Provider shall:

(1) review and approve the engineering design, equipment acceptance tests,and the construction of Transmission Provider's Interconnection Facilitiesand Stand Alone Network Upgrades; and

(13) approve arid accept for operation and maintenance TransmissionProvider's Interconnection Facilities and Stand Alone Network Upgrades tothe extent such facilities and upgrades are engineered, procured, andconstructed in accordance with this Article 5.2.

5.3 Iteserved.

5.4 Power System Stabilizers. The Interconnection Customer shall procure, install,maintain and operate power system stabilizers in accordance with the guidelinesand procedures established by the Applicable Reliability Council and consistentwith the Transmission Provider's minimum acceptable settings for any installedpower system stabilizers, subject to the design and operating limitations of theLarge Generating Facility. If the Large Generating Facility's power systemstabilizers are removed from service or not capable of automatic operation,Interconnection Customer shall immediately notify Transmission Provider'ssystem operator, or its designated representative. The requirements of thisparagraph shall not apply to wind generators or solar photovoltaic generators,unless the need for such criteria has been established in the System Impact Study.

5.5 Equipment Procurement. Based upon Interconnection Customer's assumptionof responsibility for construction of the relevant portion of the TransmissionSystem and Transmission Provider's Interconnection Facilities or NetworkUpgrades, Interconnection Customer shall commence design of the relevantportion of the Transmission System and Transmission Provider's InterconnectionFacilities or Network Upgrades and procure necessary equipment as soon aspracticable after all of the following conditions are satisfied, unless the Partiesotherwise agree in writing:

5.5.1 The Operating Agent of the South Crystal Substation has completed theFacilities Study pursuant to the Facilities Study Agreement;

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Execution Version (5.5.2 Interconnection Customer has provided Transmission Provider with its

construction schedule specified in Appendix B, Milestones; and

5.6 Construction Commencement. Interconnection Customer shall commenceconstruction of the Option-to-Build Facilities for which it is responsible as soon aspracticable after the following additional conditions are satisfied:

5.6.1 Approval of the appropriate Governmental Authority has been obtained forany facilities requiring regulatory approval;

5.6.2 Necessary real property rights and rights-of-way have been obtained, to theextent required for the construction of a discrete aspect of TransmissionProvider's Interconnection Facilities and Network Upgrades;

5.6.3 Interconnection Customer has tendered its construction schedule and otherrelevant documents to Transmission Provider by the date specified inAppendix B, Milestones; and

5.7 Work Progress. Interconnection Customer will advise periodically Transmission C.""

Provider as to the progress of its respective design, procurement and construction .efforts of the Option-to-Build Facilities and Transmission Provider will adviseperiodically Interconnection Customer as to the progress related to the facilities,equipment or approvals associated with Transmission Provider's wires to wiresinterconnection request at the South Crystal 500kV Switchyard.

5.8 Information Exchange. As soon as reasonably practicable after the EffectiveDate, Interconnection Customer shall submit information to TransmissionProvider regarding the design and engineering of the Option-to-Build Facilities,and shall work cooperatively with Transmission Provider in good faith to makeany necessary design changes required or requested by Transmission Providerprior to procurement of equipment.

5.9 Limited Operation. If any of the facilities, equipment or approvals associatedwith Transmission Provider's wires-to-wires interconnection request at the SouthCrystal 500 kV Switchyard are not reasonably expected to be completed prior tothe Commercial Operation Date of the Large Generating Facility, TransmissionProvider shall, upon the request of Interconnection Customer, request theOperating Agent of South Crystal 500 kV Switchyard to perform operatingstudies on a timely basis to determine the extent to which the Large GeneratingFacility and the Option-to-Build Facilities may operate prior to the completion of (

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Execution Version

Transmission Provider's wires-to-wires interconnection request consistent withApplicable Laws and Regulations, Applicable Reliability Standards, Good UtilityPractice, and this LGIA. Transmission Provider shall permit InterconnectionCustomer to operate the Large Generating Facility and Interconnection Customer'sInterconnection Facilities provided that the results support such operations, theOperating Agent of South Crystal 500 kV Switchyard agrees to this arrangement,and Interconnection Customer operates such facilities in accordance with theresults of such studies.

5.10 Interconnection Customer's Interconnection Facilities (ICIF). InterconnectionCustomer shall, at its expense, design, procure, construct, own and install the ICIF,as set forth in Appendix A, Interconnection Facilities, Network Upgrades andDistribution Upgrades.

5.10.1

5.10.2

Interconnection Customer's Interconnection FacilitySpecifications. Interconnection Customer shall submit initialspecifications for the ICIF, including System Protection Facilities, toTransmission Provider at least one hundred eighty (180) CalendarDays prior to the Initial Synchronization Date; and [malspecifications for review and comment at least ninety (90) CalendarDays prior to the Initial Synchronization Date. TransmissionProvider shall review such specifications to ensure that the ICIF arecompatible with the technical specifications, operational control, andsafety requirements of Transmission Provider and comment on suchspecifications within thirty (30) Calendar Days of InterconnectionCustomer's submission. All specifications provided hereunder shallbe deemed confidential.

Transmission Provider's Review. Transmission Provider's reviewof Interconnection Customer's [mal specifications shall not beconstrued as confmning, endorsing, or providing any express orimplied representation or warranty as to the design, merchantability,fitness for any particular purpose, safety, durability, reliability,compatibility or capability of the Large Generating Facility, or theICIF. Interconnection Customer shall make such changes to theICIF as may reasonably be directed by Transmission Provider,within the time frame of section 5.10.1 and in accordance with GoodUtility Practice, to ensure that the ICIF are compatible with thetechnical specifications, operational control, and safety requirementsof Transmission Provider.

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5.10.3

Execution Version (

ICIF Construction. The ICIF shall be designed and constructed inaccordance with Good Utility Practice. Within one hundred twenty(120) Calendar Days after the Commercial Operation Date, unlessthe Parties agree on another mutually acceptable deadline in writing,Interconnection Customer shall deliver to Transmission Provider"as-built" drawings, information and documents for the ICIF, suchas: a one-line diagram, a site plan showing the Large GeneratingFacility and the ICIF, plan and elevation drawings showing thelayout of the ICIF, a relay functional diagram, relaying AC and DCschematic wiring diagrams and relay settings for all facilitiesassociated with Interconnection Customer's step-up transformers, thefacilities connecting the Large Generating Facility to the step-uptransformers and the ICIF, and the impedances (determined byfactory tests) for the associated step-up transformers and the LargeGenerating Facility, or any other pertinent information requested byTransmission Provider. The Interconnection Customer shall provideTransmission Provider with specifications for the excitation system,automatic voltage regulator, Large Generating Facility control andprotection settings, transformer tap settings, and communications, ifapplicable.

(

5.11 Transmission Provider's Interconnection Facilities Construction.Transmission Provider's Interconnection Facilities shall be designed andconstructed in accordance with Good Utility Practice. Within thirty (30) CalendarDays before the Commercial Operation Date, unless the Parties agree on anothermutually acceptable deadline, Interconnection Customer shall deliver toTransmission Provider "as-built" drawings, information and documents forTransmission Provider's Interconnection Facilities including relay diagrams.

Transmission Provider will obtain control of Transmission Provider'sInterconnection Facilities and Stand Alone Network Upgrades upon completion ofsuch facilities.

5.12 Access Rights. Upon reasonable notice and supervision by a Party, and subject toany required or necessary regulatory approvals, a Party ("Granting Party") shallfurnish at no cost to the other Party ("Access Party") any rights of use, licenses,rights of way and easements with respect to lands owned, controlled or leased bythe Granting Party, its agents (if allowed under the applicable agency agreement),or any Affiliate, that are necessary to enable the Access Party to obtain ingress and (

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egress to construct, operate, maintain, repair, test (or witness testing), inspect,replace or remove facilities and equipment to: (i) interconnect the LargeGenerating Facility with the Transmission System; (ii) operate and maintain theLarge Generating Facility, the Interconnection Facilities and the TransmissionSystem; and (iii) disconnect or remove the Access Party's facilities and equipmentupon termination of this LGIA. In exercising such rights of use, licenses, rights ofway and easements, the Access Party shall not unreasonably disrupt or interferewith normal operation of the Granting Party's business and shall adhere to thesafety rules and procedures established in advance, as may be changed from timeto time, by the Granting Party and provided to the Access Party.

5.13 Lands of Other Property Owners. If any part of Transmission Provider'sInterconnection Facilities and/or Network Upgrades is to be installed on propertyowned by persons other than Interconnection Customer or Transmission Provider,Transmission Provider shall, at Interconnection Customer's expense, use effortssimilar in nature and extent to those that it typically undertakes on its own behalfor on behalf of its Affiliates, and to the extent consistent with state law, to procurefrom such persons any rights of use, licenses, rights of way and easements that arenecessary to construct, operate, maintain, test, inspect, replace or removeTransmission Provider's Interconnection Facilities and/or Network Upgrades uponsuch property.

5.14 Permits. Transmission Provider and Interconnection Customer shall cooperatewith each other in good faith in obtaining all permits, licenses, and authorizationsthat are necessary to accomplish the interconnection in compliance withApplicable Laws and Regulations. With respect to this paragraph, TransmissionProvider shall provide permitting assistance to Interconnection Customercomparable to that provided to Transmission Provider's own, or an Affiliate's,generation. .

5.15 Early Construction of Base Case Facilities. Interconnection Customer mayrequest Transmission Provider to construct, and Transmission Provider shall useReasonable Efforts to advance construction of facilities in effort to accommodateInterconnection Customer's In-Service Date, all or any portion of any NetworkUpgrades required for Interconnection Customer to be interconnected to theTransmission System which are included in the Base Case of the Facilities Studyfor Interconnection Customer, and facilities which also are required to beconstructed for another Interconnection Customer but where such construction isnot scheduled to be completed in time to achieve Interconnection Customer's In-Service Date.

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Execution Version c5.16 Suspension. The Interconnection Customer reserves the right, upon written

notice to the Transmission Provider, to suspend at any time all workassociated with the construction and installation of the TransmissionProvider's Interconnection Facilities, Network Upgrades, and/or DistributionUpgrades required under this LGIA, with the condition that the TransmissionProvider's electrical system shall be left in a safe and reliable condition inaccordance with Good Utility Practice and the Transmission Provider's safetyand reliability criteria. In such event, the Interconnection Customer shall beresponsible for all reasonable and necessary costs which the TransmissionProvider (i) has incurred pursuant to this LGIA prior to the suspension and (ii)incurs in suspending such work, including any costs incurred to perform suchwork as may be necessary to ensure the safety of persons and property and theintegrity of the Transmission Provider's electric system during such suspensionand, if applicable, any costs incurred in connection with the cancellation orsuspension of material, equipment and labor contracts which cannot bereasonably avoided. Interconnection Customer shall use due diligence tominimize its costs. In the event Interconnection Customer suspends workrequired under this LGIA pursuant to this Article. 5.16, and does notrecommence work required under this LGIA in time to ensure that the new (projected Commercial Operation Date for the full Generating Facility Capacityof the Large Generating Facility is no more than three (3) years from theCommercial Operation Date identified in Appendix B hereto, this LGIA shall bedeemed terminated and the Interconnection Customer's responsibility for costswill be determined in accordance with Article 2.4 of this LGIA. The suspensionperiod shall begin on the date the suspension is requested, or the date of thewritten notice to the Transmission Provider if no effective date is specified.

5.17 Taxes.

To the extent that Transmission Provider becomes subject to Federal incometaxation, the following provisions within this Article 5.17 shall apply, subject toSection 1.1:

5.17.1 Interconnection Customer Payments Not Taxable. The Partiesintend that all payments or property transfers made byInterconnection Customer to Transmission Provider for theinstallation of Transmission Provider's Interconnection Facilities andthe Network Upgrades shall be non-taxable, either as contributionsto capital, or as an advance, in accordance with the Internal Revenue (

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5.17.3

Execution Version

Code and any applicable state income tax laws and shall not betaxable as contributions in aid of construction or otherwise under theInternal Revenue Code and any applicable state income tax laws.

Representations and Covenants. In accordance with IRS Notice2001-82 and IRS Notice 88-129, Interconnection Customerrepresents and covenants that (i) ownership of the electricitygenerated at the Large Generating Facility will pass to another partyprior to the transmission of the electricity on the TransmissionSystem, (ii) for income tax purposes, the amount of any paymentsand the cost of any property transferred to Transmission Provider forTransmission Provider's Interconnection Facilities will be capitalizedby Interconnection Customer as an intangible asset and recoveredusing the straight-line method over a useful life of twenty (20) years,and (iii) any portion of Transmission Provider's InterconnectionFacilities that is a "dual-use intertie," within the meaning of IRSNotice 88-129, is reasonably expected to carry only a de minimisamount of electricity in the direction of the Large GeneratingFacility. For this purpose, "de minimis amount" means no more than5 percent of the total power flows in both directions, calculated inaccordance with the "5 percent test" set forth in IRS Notice 88-129.This is not intended to be an exclusive list of the relevant conditionsthat must be met to conform to IRS requirements for non-taxabletreatment.

At Transmission Provider's request, Interconnection Customer shallprovide Transmission Provider with a report from an independentengineer confirming its representation in clause (iii), above.Transmission Provider represents and covenants that the cost ofTransmission Provider's Interconnection Facilities paid for byInterconnection Customer will have no net effect on the base uponwhich rates are determined.

Indemnification for the Cost Consequences of Current TaxLiability Imposed Upon the Transmission Provider.Notwithstanding Article 5.17.1, Interconnection Customer shallprotect, indemnify and hold harmless Transmission Provider fromthe cost consequences of any current tax liability imposed againstTransmission Provider as the result of payments, property transfers,or its use of the Transmission Provider's Interconnection Facilities

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Execution Version (or the Transmission System by Interconnection Customer under theterms and conditions of this LGIA, as well as any interest andpenalties, other than interest and penalties attributable to any delaycaused by Transmission Provider.

Transmission Provider shall not include a gross-up for the costconsequences of any current tax liability in the amounts it chargesInterconnection Customer under this LGIA unless (i) TransmissionProvider has determined, in good faith, that the payments or propertytransfers made by Interconnection Customer to TransmissionProvider should be reported as income subject to taxation or (ii) anyGovernmental Authority directs Transmission Provider to reportpayments or property as income subject to taxation; provided,however, that Transmission Provider may require InterconnectionCustomer to provide security for Interconnection Facilities, in a formreasonably acceptable to Transmission Provider (such as a parentalguarantee or a letter of credit), in an amount equal to the costconsequences of any current tax liability under this Article 5.17.Interconnection Customer shall reimburse Transmission Provider forsuch costs on a fully grossed-up basis, in accordance with Article (5.17.4, within thirty (30) Calendar Days of receiving writtennotification from Transmission Provider of the amount due,including detail about how the amount was calculated.

The indemnification obligation shall terminate at the earlier of (1)the expiration of the ten year testing period and the applicable statuteof limitation, as it may be extended by Transmission Provider uponrequest of the IRS, to keep these years open for audit or adjustment,or (2) the occurrence of a subsequent taxable event and the paymentof any related indemnification obligations as contemplated by thisArticle 5.17.

Tax Gross-Up Amount. Interconnection Customer's liability forthe cost consequences of any current tax liability under this Article5.17 shall be calculated on a fully grossed-up basis. Except as mayotherwise be agreed to by the parties, this means that InterconnectionCustomer will pay Transmission Provider, in addition to the amountpaid for the Interconnection Facilities and Network Upgrades, anamount equal to (1) the current taxes imposed on TransmissionProvider ("Current Taxes") on the excess of (a) the gross income c

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realized by Transmission Provider as a result of payments orproperty transfers made by Interconnection Customer toTransmission Provider under this LGIA (without regard to anypayments under this Article 5.17) (the "Gross Income Amount")over (b) the present value of future tax deductions for depreciationthat will be available as a result of such payments or propertytransfers (the "Present Value Depreciation Amount"), plus (2) anadditional amount sufficient to permit Transmission Provider toreceive and retain, after the payment of all Current Taxes, an amountequal to the net amount described in clause (1).

For this purpose, (i) Current Taxes shall be computed based onTransmission Provider's composite federal and state tax rates at thetime the payments or property transfers are received andTransmission Provider will be treated as being subject to tax at thehighest marginal rates in effect at that time (the "Current Tax Rate"),and (ii) the Present Value Depreciation Amount shall be computedby discounting Transmission Provider's anticipated tax depreciationdeductions as a result of such payments or property transfers byTransmission Provider's current weighted average cost of capital.Thus, the formula for calculating Interconnection Customer'sliability to Transmission Owner pursuant to this Article 5.17.4 canbe expressed as follows: (Current Tax Rate x (Gross IncomeAmount - Present Value of Tax Depreciation))/(l-Current TaxRate). Interconnection Customer's estimated tax liability in theevent taxes are imposed shall be stated in Appendix A,Interconnection Facilities, Network Upgrades and DistributionUpgrades.

Private Letter Ruling or Change or Clarification of Law. AtInterconnection Customer's request and expense, TransmissionProvider shall file with the IRS a request for a private letter ruling asto whether any property transferred or sums paid, or to be paid, byInterconnection Customer to Transmission Provider under this LGIAare subject to federal income taxation. Interconnection Customerwill prepare the initial draft of the request for a private letter ruling,and will certify under penalties of perjury that all facts represented insuch request are true and accurate to the best of InterconnectionCustomer's knowledge. Transmission Provider and Interconnection

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5.17.7

Execution Version (Customer shall cooperate in good faith with respect to thesubmission of such request.

Transmission Provider shall keep Interconnection Customer fullyinformed of the status of such request for a private letter ruling andshall execute either a privacy act waiver or a limited power ofattorney, in a form acceptable to the IRS, that authorizesInterconnection Customer to participate in all discussions with theIRS regarding such request for a private letter ruling. TransmissionProvider shall allow Interconnection Customer to attend all meetingswith IRS officials about the request and shall permit InterconnectionCustomer to prepare the initial drafts of any follow-up letters inconnection with the request.

Subsequent Taxable Events. If, within 10 years from the date onwhich the relevant Transmission Provider's InterconnectionFacilities are placed in service, (i) Interconnection CustomerBreaches the covenants contained in Article 5.17.2, (ii) a"disqualification event" occurs within the meaning of IRS Notice 88-129, or (iii) this LGIA terminates and Transmission Provider retainsownership of the Interconnection Facilities and Network Upgrades,Interconnection Customer shall pay a tax gross-up for the costconsequences of any current tax liability imposed on TransmissionProvider, calculated using the methodology described in Article5.17.4 and in accordance with IRS Notice 90-60.

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Contests. In the event any Governmental Authority determines thatTransmission Provider's receipt of payments or property constitutesincome that is subject to taxation, Transmission Provider shall notifyInterconnection Customer, in writing, within thirty (30) Calendar.Days of receiving notification of such determination by aGovernmental Authority. Upon the timely written request byInterconnection Customer and at Interconnection Customer's soleexpense, Transmission Provider may appeal, protest, seek abatementof, or otherwise oppose such determination. Upon InterconnectionCustomer's written request and sole expense, Transmission Providermay file a claim for refund with respect to any taxes paid under thisArticle 5.17, whether or not it has received such a determination.Transmission Provider reserves the right to make all decisions withregard to the prosecution of such appeal, protest, abatement or other

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contest, including the selection of counsel and compromise orsettlement of the claim, but Transmission Provider shall keepInterconnection Customer informed, shall consider in good faithsuggestions from Interconnection Customer about the conduct of thecontest, and shall reasonably permit Interconnection Customer or anInterconnection Customer representative to attend contestproceedings.

Interconnection Customer shall pay to Transmission Provider on aperiodic basis, as invoiced by Transmission Provider, TransmissionProvider's documented reasonable costs of prosecuting such appeal,protest, abatement or other contest. At any time during the contest,Transmission Provider may agree to a settlement either withInterconnection Customer's consent or after obtaining written advicefrom nationally-recognized tax counsel, selected by TransmissionProvider, but reasonably acceptable to Interconnection Customer,that the proposed settlement represents a reasonable settlement giventhe hazards of litigation. Interconnection Customer's obligation shallbe based on the amount of the settlement agreed to byInterconnection Customer, or if a higher amount, so much of thesettlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the precedingsentence. The settlement amount shall be calculated on a fullygrossed-up basis to cover any related cost consequences of thecurrent tax liability. Any settlement without InterconnectionCustomer's consent or such written advice will relieveInterconnection Customer from any obligation to indemnifyTransmission Provider for the tax at issue in the contest.

Refund. In the event that (a) a private letter ruling is issued toTransmission Provider which holds that any amount paid or thevalue of any property transferred by Interconnection Customer toTransmission Provider under the terms of this LGIA is not subject tofederal income taxation, (b) any legislative change or administrativeannouncement, notice, ruling or other determination makes itreasonably clear to Transmission Provider in good faith that anyamount paid or the value of any property transferred byInterconnection Customer to Transmission Provider under the termsof this LGIA is not taxable to Transmission Provider, (c) anyabatement, appeal, protest, or other contest results in a determination

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Execution Version cthat any payments or transfers made by Interconnection Customer toTransmission Provider are not subject to federal income tax, or (d) ifTransmission Provider receives a refund from any taxing authorityfor any overpayment of tax attributable to any payment or propertytransfer made by Interconnection Customer to TransmissionProvider pursuant to this LGIA, Transmission Provider shallpromptly refund to Interconnection Customer the following:

(i) any payment made by Interconnection Customer under thisArticle 5.17 for taxes that is attributable to the amountdetermined to be non-taxable,

(ii) interest on any amounts paid by Interconnection Customerto Transmission Provider for such taxes which TransmissionProvider did not submit to the taxing authority, calculated inaccordance with the methodology set forth at 18 CFR §35.19a (a)(2)(iii) from the date payment was made by

. Interconnection Customer to the date Transmission Providerrefunds such payment to Interconnection Customer, and

((iii) with respect to any such taxes paid by TransmissionProvider, any refund or credit Transmission Provider receivesor to which it may be entitled from any GovernmentalAuthority, interest (or that portion thereof attributable to thepayment described in clause (i), above) owed to TransmissionProvider for such overpayment of taxes (including anyreduction in interest otherwise payable by TransmissionProvider to any Governmental Authority resulting from anoffset or credit); provided, however, that TransmissionProvider will remit such amount promptly to InterconnectionCustomer only after and to the extent that TransmissionProvider has received a tax refund, credit or offset from anyGovernmental Authority for any applicable overpayment ofincome tax related to Transmission Provider's InterconnectionFacilities.

The intent of this provision is to leave the Parties, to the extentpracticable, in the event that no taxes are due with respect to anypayment for Interconnection Facilities and Network Upgrades

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hereunder, in the.same position they would have been in had no suchtax payments been made.

Taxes Other Than Income Taxes. Upon the timely request byInterconnection Customer, and at Interconnection Customer's soleexpense, Transmission Provider may appeal, protest, seek abatementof, or otherwise contest any tax (other than federal or state incometax) asserted or assessed against Transmission Provider for whichInterconnection Customer may be required to reimburseTransmission Provider under the terms of this LGIA.Interconnection Customer shall pay to Transmission Provider on aperiodic basis, as invoiced by Transmission Provider, TransmissionProvider's documented reasonable costs of prosecuting such appeal,protest, abatement, or other contest. Interconnection Customer andTransmission Provider shall cooperate in good faith with respect toany such contest. Unless the payment of such taxes is a prerequisiteto an appeal or abatement or cannot be deferred, no amount shall bepayable by Interconnection Customer to Transmission Provider forsuch taxes until they are assessed by a final, non-appealable order byany court or agency of competent jurisdiction. In the event that a taxpayment is withheld and ultimately due and payable after appeal,Interconnection Customer will be responsible for all taxes, interestand penalties, other than penalties attributable to any delay causedby Transmission Provider.

Transmission Owners Who Are Not Transmission Providers. IfTransmission Provider is not the same entity as the TransmissionOwner, then (i) all references in this Article 5.17 to TransmissionProvider shall also be deemed to refer to and include theTransmission Owner, as appropriate, and (ii) this LGIA shall notbecome effective until such Transmission Owner shall have agreedin writing to assume all of the duties and obligations of TransmissionProvider under this Article 5.17 of this LGIA.

5.18 Tax Status. Each Party shall cooperate with the other to maintain the otherParty's tax status. Nothing in this LGIA is intended to adversely affect anyTransmission Provider's tax exempt status with respect to the issuance of bondsincluding, but not limited to, Tax Exempt and Tax Credit Bonds (as defmed inSection 13.6.1 of the LGIP).

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5.19 Modification.

5.19.1 General. Either Party may undertake modifications to its facilities;provided that, each Party does not impair or impede the local areastability and reliability of the Transmission System. If a Party plansto undertake a modification that reasonably may be expected toaffect the other Party's facilities, that Party shall provide writtennotification to the other Party and also provide sufficient informationregarding such modification so that the other Party may evaluate thepotential impact of such modification prior to commencement of thework. Such information shall be deemed to be confidential

. hereunder and shall include information concerning the timing ofsuch modifications and whether such modifications are expected tointerrupt the flow of electricity from the Large Generating Facility orfrom Interconnection Facilities or on the Transmission System.

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If Interconnection Customer is undertaking any modification as aresult of an interconnection request by a third party or an Affiliate oron its own to interconnect to the Interconnection Customer'sInterconnection Facilities, Interconnection Customer shall treat (Transmission Provider as an Affected System Operator and furthercomply with all Applicable Laws and Regulations including anynecessary filing of a transmission tariff with FERC and securing thenecessary ancillary services from Transmission Provider or anotherentity to support transmission service on Interconnection Customer'sInterconnection Facilities. Interconnection Customer shall alsocoordinate its studies with Transmission Provider to evaluatewhether any Network Upgrades are required on the TransmissionProvider's Transmission System as a result of such interconnectionrequest.

The Party desiring to perform such work shall provide the relevantdrawings, plans, and specifications to the other Party at least ninety(90) Calendar Days in advance of the commencement of the work orsuch shorter period upon which the Parties may agree, whichagreement shall not unreasonably be withheld, conditioned ordelayed.

In the case of Large Generating Facility modifications that do notrequire Interconnection Customer to submit a new or separate

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Interconnection Request, Transmission Provider shall, upon receiptof Interconnection Customer's written notification of modifications,provide, within sixty (60) Calendar Days (or such other time as theParties may agree), an estimate of any additional modifications tothe Transmission System, Transmission Provider's InterconnectionFacilities or Network Upgrades necessitated by such InterconnectionCustomer modification and a good faith estimate of the costs thereof.

Standards. Any additions, modifications, or replacements made toa Party's facilities shall be designed, constructed and operated inaccordance with this LGIA and Good Utility Practice.

Modification Costs. Interconnection Customer shall not be directlyassigned the costs of any additions, modifications, or replacementsthat Transmission Provider makes to Transmission Provider'sInterconnection Facilities or the Transmission System to facilitatethe interconnection of a third party to Transmission Provider'sInterconnection Facilities or the Transmission System, or to provideTransmission Service to a third party under Transmission Provider'sTariff. Interconnection Customer shall be responsible for the costsof any additions, modifications, or replacements to InterconnectionCustomer's Interconnection Facilities that may be necessary tomaintain or upgrade such Interconnection Customer'sInterconnection Facilities or any necessary additions, modificationsor replacements to Transmission Provider's InterconnectionFacilities and Transmission Provider's Transmission Systemresulting from any interconnection request processed byInterconnection Customer to interconnect into InterconnectionCustomer's Interconnection Facilities, consistent with ApplicableLaws and Regulations, Applicable Reliability Standards and/orGood Utility Practice.

5.20 Conformance with NERC and WECC Reliability Requirements.Interconnection Customer must abide by all Applicable Reliability Standardsincluding, but not limited to:

1. Coordination of joint studies of new facilities and their impacts on theinterconnected transmission systems.

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2. Notification of new or modified facilities to others (those responsible forthe reliability of the interconnected transmission systems) as soon asfeasible.

3. Voltage level and MW and MYAR capacity or demand at point ofconnection.

4. Breaker duty and surge protection.5. System protection and coordination.6. Metering and telecommunications.7. Grounding and safety issues.8. Insulation and insulation coordination.9. Voltage, Reactive Power, and power factor control.10. Power quality impacts.11. Equipment Ratings.12. Synchronizing of facilities.13. Maintenance coordination.14. Operational issues (abnormal frequency and voltages).15. Inspection requirements for existing or new facilities.16. Communications and procedures during normal and emergency

operating conditions.

More general requirements are identified within various articles of thisLGIA.

Article 6. Testing and Inspection

6.1 Pre-Commercial Operation Date Testing and Modifications. Prior to theCommercial Operation Date, Transmission Provider shall test and measureTransmission Provider's Interconnection Facilities and Network Upgrades andInterconnection Customer shall test and measure the Large Generating Facility andInterconnection Customer's Interconnection Facilities to ensure their safe andreliable operation. Similar testing and measurement may be required after initialoperation. Each Party shall make modifications to its facilities that are found to benecessary as a result of such testing and measurements. Interconnection Customershall bear the cost of all such testing, measurements, any additional study ofharmonics and sub synchronous resonance (SSR) that Transmission Providerdeems necessary, and any modification. Interconnection Customer shall generatetest energy at the Large Generating Facility only if it has arranged for the deliveryof such test energy. c

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6.2 Post-Commercial Operation Date Testing and Modifications. Each Party shallat its own expense perform routine inspection and testing of its facilities andequipment in accordance with Good Utility Practice as may be necessary to ensurethe continued interconnection of the Large Generating Facility with theTransmission System in a safe and reliable manner. Each Party shall have theright, upon advance written notice, to require reasonable additional testing of theother Party's facilities, at the requesting Party's expense, in accordance with GoodUtility Practice.

6.3 Right to Observe Testing. Each Party shall notify the other Party in advance ofits performance of tests of its Interconnection Facilities. The other Party has theright, at its own expense, to observe such testing.

6.4 Right to Inspect. Each Party shall have the right, but shall have no obligation to:(i) observe the other Party's tests and/or inspection of any of its System ProtectionFacilities and other protective equipment, including power system stabilizers;(ii) review the settings of the other Party's System Protection Facilities and otherprotective equipment; and (iii) review the other Party's maintenance recordsrelative to the Interconnection Facilities, the System Protection Facilities and otherprotective equipment. A Party may exercise these rights from time to time as itdeems 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 orconfirmation of any element or condition of the Interconnection Facilities or theSystem Protection Facilities or other protective equipment or the operationthereof, or as a warranty or representation as to the merchantability, fitness for aparticular purpose, safety, desirability, durability or reliability of same. Anyinformation that a Party obtains through the exercise of any of its rights under thisArticle 6.4 shall be deemed to be Confidential Information and treated pursuant toArticle 22 of this LGIA.

Article 7. Metering

7.1 General. Each Party shall comply with the Applicable Reliability Councilrequirements governing metering. Unless otherwise agreed by the Parties,Transmission Provider shall install Metering Equipment at the Point ofInterconnection prior to any operation of the Large Generating Facility and shallown, operate, test and maintain such Metering Equipment. Power flows to andfrom the Large Generating Facility shall be measured at or, at TransmissionProvider's option, compensated to, the Point of Interconnection. Transmission

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Provider shall provide metering quantities, in analog and/or digital form, toInterconnection Customer upon request. Interconnection Customer shall bear allreasonable 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 installand operate, on its premises and on its side of the Point of Interconnection, one ormore check meters to check Transmission Provider's meters. Such check metersshall be for check purposes only and shall not be used for the measurement ofpower flows for purposes of this LGIA, except as provided in Article 7.4 below.The check meters shall be subject at all reasonable times to inspection andexamination by Transmission Provider or its designee or agent. The installation,operation and maintenance thereof shall be performed entirely by InterconnectionCustomer in accordance with Good Utility Practice.

7.3 Standards. Transmission Provider shall install, calibrate, and test revenue qualityMetering Equipment in accordance with applicable ANSI standards.

7.4 Testing of Metering Equipment. Transmission Provider shall inspect and test allTransmission Provider-owned Metering Equipment upon installation and at leastonce every two (2) years thereafter. Ifrequested to do so by InterconnectionCustomer, Transmission Provider shall, at Interconnection Customer's expense,inspect or test Metering Equipment more frequently than every two (2) years.Transmission Provider shall give reasonable notice of the time when anyinspection or test shall take place, and Interconnection Customer may haverepresentatives present at the test or inspection. If at any time MeteringEquipment is found to be inaccurate or defective, it shall be adjusted, repaired orreplaced at Interconnection Customer's expense, in order to provide accuratemetering, unless the inaccuracy or defect is due to Transmission Provider's failureto comply with the above inspection and testing cycle, then Transmission Providershall pay. If Metering Equipment fails to register, or if the measurement made byMetering Equipment during a test varies by more than two percent from themeasurement made by the standard meter used in the test, Transmission Providershall adjust the measurements by correcting all measurements for the periodduring which Metering Equipment was in error by using InterconnectionCustomer's check meters, if installed. If no such check meters are installed or ifthe period cannot be reasonably ascertained, the adjustment shall be for the periodimmediately preceding the test of the Metering Equipment equal to one-half thetime from the date of the last previous test of the Metering Equipment.

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7.5 Metering Data. At Interconnection Customer's expense, the metered data shall betelemetered to one or more locations designated by Transmission Provider and oneor more locations designated by Interconnection Customer. Such telemetered datashall be used, under normal operating conditions, as the official measurement ofthe amount of energy delivered from the Large Generating Facility to the Point ofInterconnection.

7.6 Performance Monitoring by Phasor Measuring UnitsThe Interconnection Customer shall provide a simulation model to TransmissionProvider which complies with the WECC Generator Test Policy posted in the"Generator Testing Program" area on the WECC website at www.wecc.biz. or anysuccessor Test Policy. Monitoring of the generator's actual dynamic behavior isrequired to fully validate and verify the model provided by or on behalf of theInterconnection Customer. If Transmission Provider observes a severediscrepancy between the monitored dynamic behavior and the simulation based onthe model and parametric values provided by the Interconnection Customer, thenthe Interconnection Customer shall be required to perform parametric testing ofthe generation equipment at Interconnection Customer's expense.

Transmission Provider uses a Phasor Measuring Unit (PMU) to monitor thedynamic behavior of the generator. A PMU provides digital high-speed time-synchronized voltage and current phasors and frequency measurements.Transmission Provider requires PMU functionality at all generation plants that aredirectly interconnected to Transmission Provider's Transmission System atvoltagesof Bu-kv and above, and at some lower voltage interconnections whenidentified during the Interconnection Study. The PMU will be installed at theInterconnection Customer's substation, such as a collector station fora windgeneration project.' The PMU will measure quantities at either the low side or highside of each substation step-up transformer (e.g., 34.5/230 kY).

Transmission Provider will provide the manufacturer and model number for thePMU. The PMU and the required communication circuits/equipment at theInterconnection Customer's substation shall be installed by InterconnectionCustomer, or by Transmission Provider at Interconnection Customer's expense.Depending on the Point of Interconnection, Transmission Provider will alsorequire a continuous data stream to a Transmission Provider Phasor DataConcentrator via the installed communications network at the InterconnectionCustomer's substation. The PMU must be tested after configuration (but prior toinstallation) for compliance with IEEE C37.118 standard (or applicable

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Execution Version (superseding IEEE Standard) and WECC filtering and dynamic performancerequirements.

Article 8. Communications

8.1 Interconnection Customer Obligations. Interconnection Customer shallmaintain satisfactory operating communications with Transmission Provider'sTransmission System dispatcher or representative designated by TransmissionProvider. Interconnection Customer shall provide standard voice line, dedicatedvoice line and facsimile communications at its Large Generating Facility controlroom or central dispatch facility through use of either the public telephone system,or a voice communications system that does not rely on the public telephonesystem. Interconnection Customer shall also provide the dedicated data circuit( s)necessary to provide Interconnection Customer data to Transmission Provider asset forth in Appendix D, Security Arrangements Details. The data circuit(s) shallextend from the Large Generating Facility to the location(s) specified byTransmission Provider. Any required maintenance of such communicationsequipment shall be performed by Interconnection Customer. Operationalcommunications shall be activated and maintained under, but not be limited to, the (following events: system paralleling or separation, scheduled and unscheduledshutdowns, equipment clearances, and hourly and daily load data.

8.2 Remote Terminal Unit. Prior to the Initial Synchronization Date of the LargeGenerating Facility, a Remote Terminal Unit, or equivalent data collection andtransfer equipment acceptable to the Parties, shall be installed by InterconnectionCustomer, or by Transmission Provider at Interconnection Customer's expense, togather accumulated and instantaneous data to be telemetered to the location( s)designated by Transmission Provider through use of a dedicated point-to-pointdata circuit(s) as indicated in Article 8.1. The communication protocol for thedata circuit(s) shall be specified by Transmission Provider and InterconnectionCustomer shall supply data in accordance with this communication protocol,including but not limited to: (1) real-time analog data which must be telemetereddirectly to the location(s) specified by Transmission Provider; (2) status points; (3)accumulators; (4) control points; and (5) any other operating data requested byTransmission Provider.

Each Party will promptly advise the other Party if it detects or otherwise learns ofany metering, telemetry or communications equipment errors or malfunctions that (

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require the attention and/or correction by the other Party. The Party owning suchequipment 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 beand remain the property of the Party providing such equipment regardless of themode and manner of annexation or attachment to real property, unless otherwisemutually agreed in writing by the Parties.

Article 9. Operations

9.1 General. Each Party shall comply with the Applicable Reliability Councilrequirements. Each Party shall provide to the other Party all information thatmay reasonably be required by the other Party to comply with Applicable Lawsand Regulations and Applicable Reliability Standards.

9.2 Balancing Authority Area Notification. At least three months before InitialSynchronization Date, Interconnection Customer shall notify TransmissionProvider in writing of the Balancing Authority Area in which the LargeGenerating Facility will be located. If Interconnection Customer elects to locatethe Large Generating Facility in a Balancing Authority Area other than theBalancing Authority Area in which the Large Generating Facility is physicallylocated, and if permitted to do so by the relevant transmission tariffs, all necessaryarrangements, including but not limited to those set forth in Article 7 and Article 8of this LGIA, and remote Balancing Authority Area generator interchangeagreements, if applicable, and the appropriate measures under such agreements,shall be executed and implemented prior-to the placement of the Large GeneratingFacility in the other Balancing Authority Area.

9.3 Transmission Provider Obligations. Transmission Provider shall operate,maintain and control the Transmission System and Transmission Provider'sInterconnection Facilities in a safe and reliable manner and in accordance with thisLGIA. Transmission Provider has authority to provide operating instructions toInterconnection Customer consistent with this LGIA, Applicable ReliabilityStandards, and Transmission Provider's operating protocols and procedures, asthey may change from time to time.

9.4 Interconnection Customer Obligations. Interconnection Customer shall at itsown expense operate, maintain and control the Large Generating Facility andInterconnection Customer's Interconnection Facilities in a safe and reliable manner

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Execution Version (and in accordance with this LGIA and the NERC Reliability Standards.Interconnection Customer shall operate the Large Generating Facility andInterconnection Customer's Interconnection Facilities in accordance with allapplicable requirements of the Balancing Authority Area of which it is a part, assuch requirements are set forth in Appendix C, Interconnection Details, of thisLGIA. Notwithstanding the provisions in Articles 30.9 and 30.10, Appendix C,Interconnection Details, will be modified to reflect changes to the requirements asthey may change from time to time without the need for a written amendment tothis LGIA. Either Party may request that the other Party provide copies of therequirements set forth in Appendix C, Interconnection Details, of this LGIA.

9.5 Start-Up and Synchronization. Consistent with the Parties' mutually acceptableprocedures, Interconnection Customer is responsible for the propersynchronization of the Large Generating Facility to Transmission Provider'sTransmission System.

9.6 Reactive Power.

9.6.1 Power Factor Design Criteria. Interconnection Customer shall design theLarge Generating Facility to maintain a composite power delivery at (continuous rated power output at the Point of Interconnection at a powerfactor within the range of 0.95 leading to 0.95 lagging. The requirementsof this paragraph shall not apply to wind generators unless the need forsuch criteria has been established in the System Impact Study.

9.6.2 Voltage Schedules. Once Interconnection Customer has synchronized theLarge Generating Facility with the Transmission System, TransmissionProvider or Transmission Operator shall require Interconnection Customerto operate the Large Generating Facility to produce or absorb reactivepower within the design limitations of the Large Generating Facility.Transmission Provider's or Transmission Operator's voltage schedules,which may be modified in real time as necessary, subject to the capabilitiesof the Generating Facility, shall treat all sources of reactive power in theBalancing Authority Area in an equitable and not unduly discriminatorymanner. For purposes of this Article 9.6.2, ''voltage schedule" is the targetvoltage to be maintained within a tolerance band during a specified period.

Transmission Provider or Transmission Operator shall exercise ReasonableEfforts to provide Interconnection Customer with such schedules at leastone (1) day in advance, and may make changes to such schedules as (

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Execution Version

necessary to maintain the reliability of the Transmission System.Interconnection Customer shall operate the Large Generating Facility tomaintain the specified output voltage or reactive power at the Point ofInterconnection within the design limitations of the Large GeneratingFacility. If Interconnection Customer is unable to maintain the specifiedvoltage or reactive power, it shall promptly notify the TransmissionOperator.

9.6.2.1

9.6.2.2

Governors and Regulators.Whenever the Large Generating Facility is operated inparallel with the Transmission System and the speedgovernors (if installed on the generating unit pursuant toGood Utility Practice) as well as the voltage regulators arecapable of operation, Interconnection Customer shall operatethe Large Generating Facility with its speed governors andvoltage regulators in automatic operation. If the LargeGenerating Facility's speed governors and voltage regulatorsare not capable of such automatic operation, InterconnectionCustomer shall immediately notify the Transmission Operatorand ensure that such Large Generating Facility's reactivepower production or absorption (measured in MVARs) arewithin the design capability ofthe Large Generating Facility'sgenerating unites) and steady state stability limits.Interconnection Customer shall not cause its LargeGenerating Facility to disconnect automatically orinstantaneously from the Transmission System or trip anygenerating unit comprising the Large Generating Facility foran under or over frequency condition unless the abnormalfrequency condition persists for a time period beyond thelimits set forth in ANSllIEEE Standard C37.106, or suchother standard as applied to other generators in the BalancingAuthority Area on a comparable basis.

Off-Nominal Frequency and Under-frequency LoadShedding Criteria

Interconnection Customer acknowledges that TransmissionProvider has obligations to comply with ApplicableReliability Standards addressing Off-Nominal FrequencyLoad Shedding and Under-frequency Load Shedding, and

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Execution Version (Interconnection Customer agrees to cooperate with anyrequest made by Transmission Provider that may benecessary to ensure compliance with such requirements.

9.6.3 Payment for Reactive Power Outside of Range. Transmission Providerwill pay Interconnection Customer for reactive power that InterconnectionCustomer provides or absorbs from the Large Generating Facility whenTransmission Provider requests Interconnection Customer to operate itsLarge Generating Facility outside the range specified by TransmissionProvider or Transmission Operator. Payments shall be pursuant to Article11.6 or such other agreement to which the Parties have otherwise mutuallyagreed.

9.6.4 No Payment for Reactive Power Within Range. Transmission Providerdoes not pay its own or affiliated generators for reactive power servicewithin the specified range and similarly will not pay InterconnectionCustomer for reactive power service within the specified range.

9.7 Outages and Interruptions.

9.7.1 Outages.

9.7.1.1

(

Outage Authority and Coordination. Each Party, inaccordance with Good Utility Practice and in compliancewith Applicable Reliability Standards, shall coordinate withthe other Party as well as the Transmission Operator andBalancing Authority, if not the same as TransmissionProvider, before removing from service any of its respectiveInterconnection Facilities or Network Upgrades that mayimpact the other Party's facilities, including the TransmissionSystem, as necessary to perform maintenance or testing or toinstall or replace equipment. Absent an EmergencyCondition, the Party scheduling a removal of such facility(ies)from service will use Reasonable Efforts to schedule suchremoval on a date and time mutually acceptable to the Parties,Transmission Operator, and Balancing Authority. In allcircumstances, any Party planning to remove suchfacility(ies) from service shall use Reasonable Efforts tominimize the effect on the other Party of such removal.

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9.7.1.2

9.7.1.3

Execution Version

Outage Schedules. Transmission Provider shall postscheduled outages of its transmission facilities on the OASIS(as defmed in the Tariff). Interconnection Customershallsubmit its planned maintenance schedules for the LargeGenerating Facility to Transmission Provider for a minimumof a rolling twenty-four (24) month period. InterconnectionCustomer shall update its planned maintenance schedules asnecessary. Transmission Provider may requestInterconnection Customer to reschedule its maintenance asnecessary to maintain the reliability of the TransmissionSystem; provided, however, adequacy of generation supplyshall not be a criterion in determining Transmission Systemreliability .

Outage Restoration. If an outage on a Party'sInterconnection Facilities or Network Upgrades adverselyaffects the other Party's operations or facilities, the Party thatowns or controls the facility that is out of service shall useReasonable Efforts to promptly restore such facility(ies) to anormal operating condition consistent with the nature of theoutage. The Party that owns or controls the facility that is outof service shall provide the other Party, to the extent suchinformation is known, information on the nature of theEmergency Condition, an estimated time of restoration, andany corrective actions required. Initial verbal notice shall befollowed up as soon as practicable with written noticeexplaining the nature of the outage.

9.7.2 Interruption of Service. Ifrequired by Good Utility Practice orApplicable Reliability Standards to do so, Transmission Provider mayrequire Interconnection Customer to interrupt or reduce deliveries ofelectricity if such delivery of electricity could adversely affectTransmission Provider's ability to perform such activities as are necessaryto safely and reliably operate and maintain the Transmission System. Thefollowing provisions shall apply to any interruption or any reductionpermitted under this Article 9.7.2:

9.7.2.1 The interruption or reduction shall continue only for so longas reasonably necessary under Good Utility Practice;

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9.7.2.2

9.7.2.3

9.7.2.4

9.7.2.5

Execution Version (Any such interruption or reduction shall be made on anequitable, non-discriminatory basis with respect to allgenerating facilities directly connected to the TransmissionSystem;

When the interruption or reduction must be made undercircumstances which do not allow for advance notice,Transmission Provider shall notify Interconnection Customerby telephone as soon as practicable of the reasons for thecurtailment, interruption, or reduction, 'and, if known, itsexpected duration. Telephone notification shall be followedby written notification as soon as practicable;

Except during the existence of an Emergency Condition,when the interruption or reduction can be scheduled withoutadvance notice, Transmission Provider shall notifyInterconnection Customer in advance regarding the timing ofsuch scheduling and :further notify Interconnection Customerof the expected duration. Transmission Provider shallcoordinate with Interconnection Customer using Good UtilityPractice to schedule the interruption or reduction duringperiods of least impact to Interconnection Customer andTransmission Provider; and

(

The Parties shall cooperate and coordinate with each other tothe extent necessary in order to restore the Large GeneratingFacility, Interconnection Facilities, and the TransmissionSystem to their normal operating state, consistent with systemconditions and Good Utility Practice.

9.7.3 Under-Frequency and Over Frequency Conditions. The TransmissionSystem is designed to automatically activate a load-shed program asrequired by the Applicable Reliability Council in the event of an under-frequency system disturbance. Interconnection Customer shall implementunder-frequency and over-frequency relay set points for the LargeGenerating Facility as required by the Applicable Reliability Council toensure "ride through" capability of the Transmission System. LargeGenerating Facility response to frequency deviations of pre-determinedmagnitudes.both under-frequency and over-frequency deviations, shall bestudied and coordinated with Transmission Provider in accordance with (

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Execution Version

Good Utility Practice. The term "ride through" as used herein shall meanthe ability of a Generating Facility to stay connected to and synchronizedwith the Transmission System during system disturbances within a range ofunder-frequency' and over-frequency conditions, in accordance with GoodUtility Practice.

9.7.4 System Protection and Other Control Requirements.

9.7.4.1

9.7.4.2

9.7.4.3

9.7.4.4

9.7.4.5

9.7.4.6

System Protection Facilities. Interconnection Customershall, at its expense, install, operate and maintain SystemProtection Facilities as a part of the Large Generating Facilityor Interconnection Customer's Interconnection Facilities.Transmission Provider shall install at InterconnectionCustomer's expense any System Protection Facilities that maybe required on Transmission Provider's InterconnectionFacilities or the Transmission System as a result of theinterconnection of the Large Generating Facility andInterconnection Customer's Interconnection Facilities.

Each Party's protection facilities shall be designed andcoordinated with other systems in accordance with GoodUtility Practice.

Each Party shall be responsible for protection of its facilitiesconsistent with Good Utility Practice.

Each Party's protective relay design shall incorporate thenecessary test switches to perform the tests required in Article6. The required test switches will be placed such that theyallow operation of lockout relays while preventing breakerfailure schemes from operating and causing unnecessarybreaker operations and/or the tripping of InterconnectionCustomer's units.

Each Party will test, operate and maintain System ProtectionFacilities in accordance with Good Utility Practice andWECC Criteria.

Prior to the In-Service Date, and again prior to theCommercial Operation Date, each Party or its agent shall

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.,' ,

Execution Version (perform a complete calibration test and functional trip test ofthe System Protection Facilities. At intervals suggested byGood Utility Practice and following any apparent malfunctionof the System Protection Facilities, each Party shall performboth calibration and functional trip tests of its SystemProtection Facilities. These tests do not require the trippingof any in-service generation unit. These tests do, however,require that all protective relays and lockout contacts beactivated.

9.7.5 Requirements for Protection. In compliance with Good Utility Practice,Applicable Reliability Standards, and WECC Criteria, InterconnectionCustomer shall provide, install, own, and maintain relays, circuit breakersand all other devices necessary to remove any fault contribution of theLarge Generating Facility to any short circuit occurring on theTransmission System not otherwise isolated by Transmission Provider'sequipment, such that the removal of the fault contribution shall becoordinated with the protective requirements of the Transmission System.Such protective equipment shall include, without limitation, adisconnecting device or switch with load-interrupting capability located (between the Large Generating Facility and the Transmission System at asite selected upon mutual agreement (not to be unreasonably withheld,conditioned or delayed) of the Parties. Interconnection Customer shall beresponsible for protection of the Large Generating Facility andInterconnection Customer's other equipment from such conditions asnegative sequence currents, over-or under-frequency, sudden ioadrejection, over- or under-voltage, and generator loss-of-field.Interconnection Customer shall be solely responsible to disconnect theLarge Generating Facility and Interconnection Customer's other equipmentif conditions on the Transmission System could adversely affect the LargeGenerating Facility.

9.7.6 Power Quality. Neither Party's facilities shall cause excessive voltageflicker nor introduce excessive distortion to the sinusoidal voltage orcurrent waves as defined by ANSI Standard C84.1-1989, in accordancewith IEEE Standard 519, or any applicable superseding electric industrystandard. In the event of a conflict between ANSI Standard C84.1-1989, orany applicable superseding electric industry standard, ANSI StandardC84.1-1989, or the applicable superseding electric industry standard, shallcontrol. (

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Execution Version

9.8 Switching and Tagging Rules. Each Party shall provide the other Party with acopy of its switching and tagging rules that are applicable to the other Party'sactivities. Such switching and tagging rules shall be developed or implemented ona non-discriminatory basis. The Parties shall comply with applicable switchingand tagging rules, as may be amended from time to time, in obtaining clearancesfor work or for switching operations on equipment.

9.9 Use of Interconnection Facilities by Third Parties.

9.9.1 Purpose of Interconnection Facilities. Except as may be required byApplicable Laws and Regulations, or as otherwise agreed to among theParties, the Interconnection Facilities shall be constructed for the solepurpose of interconnecting the Large Generating Facility to theTransmission System and shall be used for no other purpose.

9.9.2 Third Party Users. If required by Applicable Laws and Regulations or ifthe Parties mutually agree, such agreement not to be unreasonablywithheld, to allow one or more third parties to use Transmission Provider'sInterconnection Facilities, or any part thereof, Interconnection Customerwill be entitled to compensation for the capital expenses it incurred inconnection with the Interconnection Facilities based upon the pro rata useof the Interconnection Facilities by Transmission Provider, all third partyusers, and Interconnection Customer, in accordance with Applicable Lawsand Regulations or upon some other mutually-agreed upon methodology.In addition, cost responsibility for ongoing costs, including operation andmaintenance costs associated with the Interconnection Facilities, will beallocated between or among Intercoimection Customer and any third partyusers based upon the pro rata use of the Interconnection Facilities byTransmission Provider, all third party users, and Interconnection Customer,pursuant to a mutually agreed upon methodology. If the issue of suchcompensation or allocation cannot be resolved through such negotiations, itshall be submitted for dispute resolution as set forth in Article 27 of thisLGIA.

9.10 Disturbance Analysis Data Exchange. The Parties will cooperate with oneanother in the analysis of disturbances to either the Large Generating Facility orTransmission Provider's Transmission System by gathering and providing accessto any information relating to any disturbance, including information from

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Execution Version (oscillography, protective relay targets, breaker operations and sequence of eventsrecords, and any disturbance information required by Good Utility Practice.

Article 10. Maintenance

10.1 Transmission Provider Obligations. Transmission Provider shall maintain theTransmission System and Transmission Provider's Interconnection Facilities in asafe and reliable manner and in accordance with this LGIA.

10.2 Interconnection Customer Obligations. Interconnection Customer shallmaintain the Large Generating Facility and Interconnection Customer'sInterconnection Facilities in a safe and reliable manner and in accordance with thisLGIA.

10.3 Coordination. The Parties shall confer regularly to coordinate the planning,scheduling and performance of preventive and corrective maintenance on theLarge Generating Facility and the Interconnection Facilities.

10.4 Secondary Systems. Each Party shall cooperate with the other in theinspection, (maintenance, and testing of control or power circuits that operate below 600 volts,alternating current (AC) or direct current (DC), including, but not limited to, anyhardware, control or protective devices, cables, conductors, electric raceways,secondary equipment panels, transducers, batteries, chargers, and voltage andcurrent transformers that directly affect the operation of a Party's facilities andequipment which may reasonably be expected to impact the other Party. EachParty shall provide advance notice to the other Party before undertaking any workon such circuits, especially on electrical. circuits involving circuit breaker trip andclose contacts, current transformers, or potential transformers.

10.5 Operating and Maintenance Expenses. Subject to the provisions hereinaddressing the use of facilities by others, and except for operations andmaintenance expenses associated with modifications made for providinginterconnection or Transmission Service to a third party and such third party paysfor such expenses, Interconnection Customer shall be responsible for allreasonable expenses including overheads, associated with: (1) owning, operating,maintaining, repairing, and replacing Interconnection Customer's InterconnectionFacilities; and (2) operation, maintenance, repair and replacement of TransmissionProvider's Interconnection Facilities.

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Article 11. Performance Obligation

11.1 Interconnection Customer Interconnection Facilities. InterconnectionCustomer shall design, procure, construct, install, own and/or controlInterconnection Customer Interconnection Facilities described in Appendix A,Interconnection Facilities, Network Upgrades and Distribution Upgrades, at itssole expense.

11.2 . Transmission Provider's Interconnection Facilities. Transmission Providershall design, procure, construct, install, own and/or control the TransmissionProvider's Interconnection Facilities described in Appendix A, InterconnectionFacilities, Network Upgrades and Distribution Upgrades, at the sole expense of theInterconnection Customer.

11.3 Network Upgrades and Distribution Upgrades. Transmission Provider shalldesign, procure, construct, install, and own the Network Upgrades andDistribution Upgrades described in Appendix A (entitled "InterconnectionFacilities, Network Upgrades and Distribution Upgrades"). The TransmissionProvider shall be responsible for the payment of all costs related to DistributionUpgrades and Network Upgrades. '

11.4 Transmission Credits.

11.4.1 Repayment of Amounts Advanced for Network Upgrades.Transmission Provider is a non-public utility. TransmissionProvider and Interconnection Customer agree to waive the creditingpolicy and reimbursement obligations applicableto public utilitytransmission providers.

Notwithstanding the foregoing, if an Affected System is identified inthe evaluation of the Interconnection Request or InterconnectionService, Interconnection Customer and Affected System Operatorwill comply with the crediting policy or reimbursement obligationsof the Affected System Operator without any cost allocation toTransmission Provider.

If the Large Generating Facility fails to achieve CommercialOperation, but it or another Generating Facility is later constructedand makes use of the Network Upgrades, the Affected System

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11.4.2

11.4.3

11.5 Reserved.

'.,

Execution Version (Operator and Interconnection Customer shall comply with thecrediting and reimbursement policy of the Affected System Operatorwithout any cost allocation to Transmission Provider.

Special Provisions for Affected Systems. InterconnectionCustomer and Affected System Operator shall enter into anagreement that provides for compliance with the crediting policy orreimbursement obligations of the Affected System Operator withoutany such costs being allocated to or imposed upon TransmissionProvider.

Reserved.

11.6 Interconnection Customer Compensation. If Transmission Provider requestsor directs Interconnection Customer to provide a service pursuant to Articles 9.6.3(payment for Reactive Power) or 13.5.1 (Emergency Condition) of this LGIA,Transmission Provider shall compensate Interconnection Customer in accordancewith Interconnection Customer's applicable rate schedule then in effect unless the (provision of such service(s) is subject to an RTO or ISO FERC-approved rateschedule. Interconnection Customer shall serve Transmission Provider or RTO orISO with any filing of a proposed rate schedule at the time of such filing withFERC. To the extent that no rate schedule is in effect at the time theInterconnection Customer is required to provide or absorb any Reactive Powerunder this LGIA, Transmission Provider agrees to compensate InterconnectionCustomer in such amount as would have been due Interconnection Customer hadthe rate schedule been in effect at the time service commenced; provided,however, that such rate schedule must be filed at FERC or other appropriateGovernmental Authority within sixty (60) Calendar Days of the commencement ofservice subject to any refund or modification if contested by TransmissionProvider.

11.6.1 Interconnection Customer Compensation for Actions DuringEmergency Condition. Transmission Provider or RTO or ISO shallcompensate Interconnection Customer for its provision of real andreactive power and other Emergency Condition services thatInterconnection Customer provides to support the TransmissionSystem during an Emergency Condition in accordance with Article11.6. c.

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Article 12. Invoice

12.1 General. Each Party shall submit to the other Party, on a monthly basis, invoicesof amounts due for the preceding month. Each invoice shall state the month to which theinvoice applies and fully describe the services and equipment provided. The Parties maydischarge mutual debts and payment obligations due and owing to each other on the samedate through netting, in which case all amounts a Party owes to the other Party under thisLGIA shall be netted so that only the net amount remaining due shall be paid by theowing Party.

12.2 Reserved.

12.3 Payment. Invoices shall be rendered to the paying Party at the address specifiedin Appendix F. The Party receiving the invoice shall pay the invoice within thirty(30) Calendar Days of receipt. All payments shall be made in immediatelyavailable funds payable to the other Party, or by wire transfer to a bank named andaccount designated by the invoicing Party. Payment of invoices by either Partywill not constitute a waiver of any rights or claims either Party may have underthis LGIA.

12.4 Disputes. In the event of a billing dispute between Transmission Provider andInterconnection Customer, Transmission Provider shall continue to provideInterconnection Service under this LGIA as long as Interconnection Customer: (i)continues to make all payments not in dispute; and (ii) pays to TransmissionProvider or into an independent escrow account the portion of the invoice indispute, pending resolution of such dispute; provided however, if InterconnectionCustomer opts to utilize an escrow account Interconnection Customer shall beresponsible for all administrative and fmancial obligations associated with settingup and maintaining the independent escrow account until resolution of the disputewithout any involvement of or reimbursement by Transmission Provider. IfInterconnection Customer fails to meet these two requirements for continuation ofInterconnection Service, then Transmission Provider may provide notice toInterconnection 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 theother Party shall pay the amount due.

Article 13. Emergencies

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"

Execution Version (

13.1 Definition. "Emergency Condition" shall mean a condition or situation: (i) that inthe judgment of the Party making the claim is imminently likely to endanger lifeor property; or (ii) that, in the case of Transmission Provider, is imminently likely(as determined in a non-discriminatory manner) to cause a material adverse effecton the security of, reliability of, or damage to the Transmission System,Transmission Provider's Interconnection Facilities or the Transmission Systems ofothers to which the Transmission System is directly connected; or (iii) that, in thecase of Interconnection Customer, is imminently likely (as determined ina non-discriminatory manner) to cause a material adverse effect on the security of, ordamage to, the Large Generating Facility or Interconnection Customer'sInterconnection Facilities' System wherein restoration and black start shall beconsidered Emergency Conditions; provided that, Interconnection Customer is notobligated by this LGIA to possess black start capability.

13.2 Obligations. Each Party shall comply with the Emergency Condition proceduresof the applicable ISOIRTO, NERC, the Applicable Reliability Council, ApplicableLaws and Regulations, and any emergency procedures agreed to by the JointOperating Committee.

13.3 Notice. Transmission Provider shall notify Interconnection Customer promptlywhen it becomes aware of an Emergency Condition that affects TransmissionProvider's Interconnection Facilities or the Transmission System that mayreasonably be expected to affect Interconnection Customer's operation of theLarge Generating Facility or Interconnection Customer's InterconnectionFacilities. Interconnection Customer shall notify Transmission Provider promptlywhen it becomes aware of an Emergency Condition that affects the LargeGenerating Facility or Interconnection Customer's Interconnection Facilities thatmay reasonably be expected to affect the Transmission System or TransmissionProvider's Interconnection Facilities. To the extent information is known, thenotification shall describe the Emergency Condition, the extent of the damage ordeficiency, the expected effect on the operation of Interconnection Customer's orTransmission Provider's facilities and operations, its anticipated duration and thecorrective action taken or to be taken. The initial notice shall be followed as soonas practicable with written notice.

13.4 Immediate Action. Unless, in Interconnection Customer's reasonable judgment,immediate action is required, Interconnection Customer shall obtain the consent ofTransmission Provider, such consent to not be unreasonably withheld, prior toperforming any manual switching operations at the Large Generating Facility or (

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Interconnection Customer's Interconnection Facilities in response to an EmergencyCondition either declared by Transmission Provider or otherwise regarding theTransmission System.

13.5 Transmission Provider Authority.

13.5.1 General. Transmission Provider may take whatever actions or inactionswith regard to the Transmission System or Transmission Provider'sInterconnection Facilities it deems necessary during an EmergencyCondition in order to (i) preserve public health and safety,(ii) preserve the reliability of the Transmission System orTransmission Provider's Interconnection Facilities, (iii) limit orprevent damage, and (iv) expedite restoration of service.

Transmission Provider shall use Reasonable Efforts to minimize theeffect of such actions or inactions on the Large Generating Facilityor Interconnection Customer's Interconnection Facilities.Transmission Provider may, on the basis of technical considerations,require the Large Generating Facility to mitigate an EmergencyCondition by taking actions necessary and limited in scope toremedy the Emergency Condition, including, but not limited to,directing Interconnection Customer to shut-down, start-up, increaseor decrease the real or reactive power output of the Large GeneratingFacility; implementing a reduction or disconnection pursuant toArticle 13.5.2; directing Interconnection Customer to assist withblackstart (if available) or restoration efforts; or altering the outageschedules of the Large Generating Facility and InterconnectionCustomer's Interconnection Facilities. Interconnection Customershall comply with all of Transmission Provider's operatinginstructions concerning Large Generating Facility real power andreactive power output within the manufacturer's design limitations ofthe Large Generating Facility's equipment that is in service andphysically available for operation at the time, in compliance withApplicable Laws and Regulations.

13.5.2 Reduction and Disconnection. Transmission Provider may reduceInterconnection Service or disconnect the Large Generating Facilityor Interconnection Customer's Interconnection Facilities, when such,reduction or disconnection is necessary under Good Utility Practicedue to Emergency Conditions. These rights are separate and distinct

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Execution Version (from any right of curtaihnent of Transmission Provider pursuant toTransmission Provider's Tariff. When Transmission Provider canschedule the reduction or disconnection in advance, TransmissionProvider shall notify Interconnection Customer of the reasons,timing and expected duration of the reduction or disconnection.Transmission Provider shall coordinate with InterconnectionCustomer using Good Utility Practice to schedule the reduction ordisconnection during periods of least impact to InterconnectionCustomer and Transmission Provider. Any reduction ordisconnection shall continue only for so long as reasonablynecessary under Good Utility Practice. The Parties shall cooperatewith each other to restore the Large Generating Facility, theInterconnection Facilities, and the Transmission System to theirnormal operating state as soon as practicable consistent with GoodUtility Practice.

13~6 Interconnection Customer Authority. Consistent with Good Utility Practice,.NERC Reliability Standards, and the LGIA, Interconnection Customer may takeactions or inactions with regard to the Large Generating Facility orInterconnection Customer's Interconnection Facilities during an Emergency (Condition in order to (i) preserve public health and safety, (ii) preserve thereliability of the Large Generating Facility or Interconnection Customer'sInterconnection Facilities, (iii) limit or prevent property damage, and (iv) expediterestoration of service. Interconnection Customer shall use Reasonable Efforts tominimize the effect of such actions or inactions on the Transmission System andTransmission Provider's Interconnection Facilities. Transmission Provider shalluse Reasonable Efforts to assist Interconnection Customer in its efforts.

13.7 Limited Liability. Except as otherwise provided in Article 11.6.1 of this LGIA,neither Party shall be liable to the other Party for any action or inaction it takes inresponding to an Emergency Condition so long as such action or inaction is madein good faith and is consistent with Good Utility Practice.

Article 14. Regulatory Requirements and Governing Law

14.1 Regulatory Requirements. Each Party's obligations under this LGIA shall besubject to its receipt of any required approval or certificate from one or moreGovernmental Authorities in the form and substance satisfactory to the applying Party, orthe Party making any required filings with, or providing notice to, such Governmental (

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Execution Version

Authorities, and the expiration of any time period associated therewith. Each Party shallin good faith seek and use its Reasonable Efforts to obtain such other approvals.Nothing in this LGlA shall require Interconnection Customer to take any action thatcould result in its inability to obtain, or its loss of, status or exemption under the FederalPower Act, the Public Utility Holding Company Act of 1935, as amended, or the PublicUtility Regulatory Policies Act of 1978.

14.2 Governing Law.

14.2.1 The validity, interpretation and performance of this LGlA and eachof its provisions shall be governed by and enforced in accordancewith the laws of the State of California, as if executed and to beperformed wholly within the State of California.

14.2.2 This LGlA is subject to all Applicable Laws and Regulations.

14.2.3 Each Party expressly reserves the right to seek changes in, appeal, orotherwise contest any laws, orders, rules, or regulations of aGovernmental Authority.

Article 15. Notices.

15.1 General. Unless otherwise provided in this LGlA, any notice, demand or requestrequired or permitted to be given by either Party to the other and any instrumentrequired or permitted to be tendered or delivered by either Party in writing to theother shall be effective when delivered and may be so given, tendered ordelivered, by recognized national courier, or by depositing the same with theUnited States Postal Service with postage prepaid, for delivery by certified orregistered mail, addressed to the Party, or personally delivered to the Party, at theaddress set out in Appendix F, Addresses for Delivery of Notices and Billings.

Either Party may change the notice information in this LGlA 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 setout in Appendix F.

15.3 Alternative Forms of Notice. Any notice or request required or permitted to begiven by a Party to the other and not required by this Agreement to be given in

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Execution Version (writing may be so given by telephone, facsimile or email to the telephone numbersand email addresses set out in Appendix F.

15.4 Operations and Maintenance Notice. Each Party shall notify the other Party inwriting of the identity of the person( s) that it designates as the pointe s) of contactwith respect to the implementation of Articles 9 and 10.·

Article 16. Force Majeure

16.1 Force Majeure.

16.1.1

16.1.2

A Party shall not be considered to be in Default in the performanceof any of its obligations under this Agreement when and to theextent such Party's performance is prevented by a Force Majeurethat, despite the exercise of due diligence (which does not requirethe affected Party to accede or agree to any provision not satisfactoryto it in order to settle and terminate a strike or other labordisturbance), such Party is unable to prevent, mitigate, or fulfill anyobligation hereunder (other than an obligation to pay money whendue) and provides immediate notice of the Force Majeure to theotherParty after becoming aware thereof ("Force MajeureImmediate Notice"), subject to the additional requirement of a ForceMajeure Written Notice set forth in Article 16.1.2.

(

A Party unable to fulfill any obligation hereunder (other than anobligation to pay money when due) by reason of Force Majeure shallprovide the Force Majeure Immediate Notice pursuant to Article16.1.1 and shall further provide a written detailed description of thefull particulars of such Force Majeure to the other Party withinthirty (30) days after the initial occurrence of the claimed ForceMajeure ("Force Majeure Written Notice"), which such notice shallinclude information with respect to the nature, cause and date andtime of commencement of such event, and the anticipated scope andduration of the delay. The affected Party that timely provides boththe Force Majeure Immediate Notice and the Force Majeure WrittenNotice shall be excused from fulfilling its obligations under thisAgreement until such time as the Force Majeure has ceased toprevent performance or other remedial action is taken, at which timethe Party shall promptly notify the other Party of the resumption of

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Execution Version

its obligations under this Agreement. The affected Party shallexercise due diligence to remove the Force Majeure with reasonabledispatch, but shall not be required to accede or agree to anyprovision not satisfactory to it in order to settle and terminate a strikeor other labor disturbance.

Article 17. Default

17.1 Default

17.1.1

17.1.2

17.1.3

General. No Default shall exist where such failure to discharge anobligation (other than the payment of money) is the result ofForceMajeure as defined in this LGIA or the result of an act of omissionof the other Party. Upon a Breach, the non-breaching Party shallgive written notice of such Breach to the Breaching Party. Except asprovided in Article 17.1.2, the Breaching Party shall have thirty (30)Calendar Days from receipt of the Default notice within which tocure such Breach; provided however, if such Breach is not capableof cure within thirty (30) Calendar Days, the Breaching Party shallcommence such cure within thirty (30) Calendar Days after noticeand continuously and diligently complete such cure within ninety(90) Calendar Days from receipt of the Default notice; and, if curedwithin such time, the Breach specified in such notice shall cease toexist.

Right to Terminate. If any Breach is not cured as provided in .Article 17.1.1, or if a Breach is not capable of being cured within theperiod provided for therein, the non-Breaching Party shall have theright to declare a Default and terminate this LGIA by written notice,and shall be relieved of any further obligation hereunder and, thenon-Breaching Party shall have the right to recover from theBreaching Party all amounts due hereunder, plus all other damagesand remedies to which it is entitled at law or in equity. Theprovisions of this article will survive termination of this LGIA.

SuspensionIf the non-Breaching Party, within its sole discretion, chooses not toimmediately exercise its right under Article 17.1.2, the non-Breaching Party may provide written notice to the Breaching Party

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Execution Version (of its intent to elect to suspend this Agreement for a date certain(,'Notice of Suspension"), which such notice shall not to exceed onehundred eighty (180) Calendar Days from the date of its issuance("Suspension Period"). Suspension of this Agreement shall remainin effect from the date that the non-Breaching Party issued theNotice of Suspension until the earlier of: (i) the Breaching Party'scure of its Breach; or (ii) the expiration of the Suspension Period. Ifthe Breaching Party failed to cure the Breach prior to the expirationof the Suspension Period, the non-Breaching Party shall immediatelyinvoke the provisions of Article 17.1.2.

Article 18. Indemnity, Consequential Damages and Insurance

18.1 Indemnity. The Parties shall at all times indemnify, defend, and hold harmlessthe other Parties, their respective officials (elected or appointed), Boards, officers,managers, agents, employees, assigns and successors in interest, from and againstany and all suits, causes of action, claims, charges, damages, demands, judgments,civil fines, penalties, costs and expenses (including, without limitation, reasonable ('attorneys' fees and costs of experts and consultants), or losses of any kind or .nature whatsoever including, without limitation, business interruption, impairmentof contract, death, bodily injury or personal injury to any person, damage ordestruction or loss of use to or of any property (fmancial, physical, or intellectual)by or to third parties (collectively, "Losses") arising by reason of or incident to ordirectly or indirectly related to the other Party's acts, errors or omissions,performance or non-performance or Breach of any of their obligations of or underthis LGIA, except in cases of gross negligence or intentional wrongdoing by theindemnifying Party.

18.2 Consequential Damages. In no event shall either Party be liable under anyprovision of this LGIA for any losses, damages, costs or expenses for any special,indirect, incidental, consequential, or punitive damages, including but not limitedto loss of profit or revenue, loss of the use of equipment, business interruption,cost of capital, cost of temporary equipment or services, whether based in wholeor in part in contract, in tort, including negligence, strict liability, or any othertheory of liability.

18.3 Insurance - Applicable Terms and Conditions

18.3.1 Additional Insured Status Required

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18.3.2

18.3.3

Execution Version

Interconnection Customer shall procure at its own expense, and keepin effect at all times during the term of this Agreement, the types andamounts of insurance specified on the attached Contract InsuranceRequirements page. The specified insurance shall also, either byprovisions in the policies, by City's own endorsement form or byother endorsement attached to such policies, include and insure City,Transmission Provider, its Board of Commissioners (hereinafterreferred to as "Board"), and all of its officers, employees and agents,their successors and assigns, as Additional Insureds (except forWorkers' Compensation), against the area of risk described herein asrespects Interconnection Customer's acts or omissions in itsperformance of the agreement, hereunder or other related functionsperformed by or on behalf of Interconnection Customer. Suchinsurance shall not limit or qualify the liabilities and obligations ofthe Interconnection Customer assumed under the contract.

Severability of Interests and Cross Liability RequiredEach specified insurance policy (other than Workers' Compensation .and Employers' Liability and Property coverages) shall contain aSeverability of Interest and Cross Liability clause which states, "It isagreed that the insurance afforded by this policy shall applyseparately to each insured against whom claim is made or suit isbrought except with respect to the limits of the company's liability,"and a Contractual Liability Endorsement which shall state, "Suchinsurance as is afforded by this policy shall also apply to liabilityassumed by the insured under this Agreement with the City of LosAngeles."

Primary and Non-Contributory Insurance RequiredAll such insurance shall be Primary and Noncontributing with anyother insurance held by Transmission Provider where liability arisesout of or results from the acts or omissions of InterconnectionCustomer, its agents, employees, officers, assigns, or any person orentity acting for or on behalf of Interconnection Customer. Anyinsurance carried by Transmission Provider which may be applicableshall be deemed to be excess insurance and the InterconnectionCustomer's insurance is primary for all purposes despite anyconflicting provision in the Interconnection Customer's policies tothe contrary. .

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18.3.4

18.3.5

18.3.6

Execution Version cDeductibles Subject to Transmission Provider's DiscretionDeductibles and/or self-insured retentions shall be at the solediscretion of the Risk Manager of Transmission Provider(hereinafter referred to as "Risk Manager"). The TransmissionProvider shall have no liability for any premiums charged for suchcoverage(s). The inclusion of the Transmission Provider, its Board,and all of its officers, 'employees and agents, and their agents andassigns, as additional insureds, is not intended to, and shall not,make them, or any of them a partner or joint venturer withInterconnection Customer in its operations.

Proof of Insurance for Renewal or Extension RequiredAt least ten (10) days prior to the expiration date of any of thepolicies required on the attached Contract Requirement page,documentation showing that the insurance coverage has beenrenewed or extended shall be filed with the Transmission Provider.If such coverage is canceled or reduced in coverage, InterconnectionCustomer shall, within fifteen (15) days of such cancellation orreduction or-coverage, file with Transmission Provider evidence thatthe required insurance has been reinstated or provided throughanother insurance company or companies.

(

Submission of Acceptable Proof of Insurance and Notice ofCancellationInterconnection Customer shall provide proof to the Risk Managerof all specified insurance and related requirements either byproduction of the actual insurance policy(ies), by use ofTransmission Provider's own endorsement formes), by other writtenevidence of insurance acceptable to the Risk Manager, but always ina form acceptable to the Risk Manager and the Office of the CityAttorney. The documents evidencing all specified coverages shall befiled with Transmission Provider prior to Interconnection Customerbeginning operations hereunder. Said proof shall contain at aminimum, the applicable policy number, the inclusive dates ofpolicy coverages, the date the protection begins for TransmissionProvider, and the insurance carrier's name. It shall bear an originalsignature of an authorized representative of said carrier, and shallprovide that such insurance shall not be subject to cancellation,material reduction in coverage or non-renewal except after writtennotice by certified mail, return receipt requested, to the City

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18.3.7

18.3.8

18.3.9

18.3.10

Execution Version

Attorney of the City of Los Angeles at least thirty (30) calendar daysprior to the effective date thereof. The notification shall be sent byregistered mail to: Risk Management Section, L.A. Water andPower, Post Office Box 51111, JFB Room 465, Los Angeles,California 90051-0100.

Claims-Made Insurance ConditionsShould any portion of the required insurance be on a "Claims Made"policy, the Interconnection Customer shall, at the policy expirationdate following completion of work, provide evidence that the"Claims Made" policy has been renewed or replaced with the samelimits, terms and conditions of the expiring policy, or that anextended three (3) years discovery period has been purchased on theexpiring policy at least for the contract under which the work wasperformed.

Failure to Maintain and Provide as Cause for TerminationFailure to maintain and provide acceptable evidence of the requiredinsurance for the required period of coverage shall constitute abreach of contract subject to Article 17; provided that,Interconnection Customer shall assume, during the cure period setforth in Article 17.1.1, all risks for any liability and damages thatwould have been covered by insurance if Interconnection Customerhad maintained the required insurance.

Periodic Right to Review/Update Insurance RequirementsThe Transmission Provider and Interconnection Customer agree thatthe insurance policy limits specified on the attached ContractInsurance Requirements page may be reviewed for adequacyannually throughout the term of this Agreement by the RiskManager/City Attorney, who may thereafter require InterconnectionCustomer to adjust the amounts and types of insurance coveragehowever the Risk Manager/City Attorney deems to be adequate andnecessary. Transmission Provider reserves the right to havesubmitted to it, upon request, all pertinent information about theagent and carrier providing such insurance, including applicablelicense and ratings.

Specific Insurance Requirements

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18.3.11

Execution Version cSee Attachment "Contract Insurance Requirements." Forclarification, the Parties agree that such insurance shall providecoverage for $10,000,000.00 combined single limit per occurrenceand in the annual aggregate, and that Umbrella or Excess Liabilitycoverages may be used to supplement primary coverages to meet therequired limits.

Limitation of Liability and Release

TRANSMISSION PROVIDER SHALL NOT BE LIABLE TOINTERCONNECTION CUSTOMER UNDER ANYCIRCUMSTANCES, UNDER ANY THEORY OFLIABILITY AT LAW OR IN EQUITY, WHETHER SUCHLIABILITY IS KNOWN OR UNKNOWN AT THE TIME OFSIGNING THIS AGREEMENT, OR ANY TIMETHEREAFTER, FOR ANY DEATH, BODIL Y INJURY, ANDLOSS OF USE OR DAMAGE OR DESTRUCTION OF ANYPROPERTY OR ANY BUSINESS INTERRUPTION, TO ATHIRD PARTY OR TO INTERCONNECTION CUSTOMER. (

INTERCONNECTION CUSTOMER DOES SO HEREBYACKNOWLEDGE THAT IT HAS READ ANDCOMPREHENDED THE FOLLOWING PROVISIONS OFCALIFORNIA CIVIL CODE SECTION 1542 (OR ITSSUCCESSOR STATUTE) WHICH PROVIDES:

"A GENERAL RELEASE DOES NOT EXTEND TOCLAIMS WHICH THE CREDITOR DOES NOTKNOW OR SUSPECT TO EXIST IN HIS OR HERFAVOR AT THE TIME OF EXECUTING THERELEASE, WHICH IF KNOWN BY HIM OR HERMUST HAVB MATERIALLY AFFECTED HIS ORHER SETTLEMENT WITH THE DEBTOR."

BEING AWARE OF SAID CODE SECTION,INTERCONNECTION CUSTOMER HEREBY EXPRESSLYWAIVES ANY RIGHTS IT MAY HAVB THEREUNDER, AS c

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WELL AS UNDER ANY OTHER STATUTES ORCOMMOM LAW PRINCIPLES OF SIMILAR EFFECT.

18.3.12 ReportingThe Parties agree to report to each other in writing as soon aspractical all accidents or occurrences resulting in injuries to anyperson, including death, and any property damage arising out of thisLGIA.

Article 19. Assignment

19.1 Assignment .. This LGIA may be assigned by either Party only with the prior.written consent of the other; provided that, either Party may assign this LGIAwithout the written consent of the other Party to any Affiliate of the assigningParty with an equal or greater credit rating and with the legal authority andoperational ability to satisfy the obligations of the assigning Party under thisLGIA; and provided further that Interconnection Customer shall have the right toassign this LGIA, without the written consent of Transmission Provider, to aid inproviding financing for the Large Generating Facility, including debt financing,equity financing, tax equity financing or lease financing, provided thatInterconnection Customer will promptly notify Transmission Provider of any suchassignment. Any financing arrangement entered into by Interconnection Customerpursuant to this article will provide that prior to or upon the exercise of the securedparty's, trustee's or mortgagee's assignment rights pursuant to said arrangement,the secured creditor, the trustee or mortgagee will notify Transmission Provider ofthe date and particulars of any such exercise of assignment right(s), includingproviding the Transmission Provider with proof that it meets the requirements ofArticle 18.3. Any attempted assignment that violates this article is void andineffective .. Any assignment under this LGIA shall not relieve a Party of itsobligations, nor shall a Party's obligations be enlarged, in whole or in part, byreason thereof. Where required, prior written consent to assignment will not beunreasonably withheld, conditioned or delayed.

Article 20. Severability

20.1 Severability. If any provision in this LGIA is finally determined to be invalid,void or unenforceable by any court or other Governmental Authority having

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Execution Version (jurisdiction, such determination shall not invalidate, void or make unenforceableany other provision, agreement or covenant of this LGIA.

Article 21. Comparability

21.1 Comparability. The Interconnection Customer, if required, will comply with allapplicable comparability and code of conduct laws, rules and regulations, asamended from time to time.

Article 22. Confidentiality

22.1 Confidentiality. Confidential Information shall include, without limitation, allinformation relating to a Party's technology, research and development, businessaffairs, and pricing, and any information supplied by either of the Parties to theother prior to the execution of this LGIA.

Information is Confidential Information only if it is clearly designated or marked (/in writing as confidential on the face of the document, or, if the information is .conveyed orally or by inspection, if the Party providing the information orallyinforms the Party receiving the information that the information is confidential.

If requested by either Party, the other Party shall provide in writing, the basis forasserting that the information referred to in this Article 22 warrants confidentialtreatment, and the requesting Party may disclose. such writing to the appropriateGovernmental Authority. Each Party shall be responsible for the costs associatedwith affording confidential treatment to its information.

22.1.1 Term. During the term of this LGIA, and for a period of three (3)years after the expiration or termination of this LGIA, except asotherwise provided in this Article 22, each Party shall hold inconfidence and shall not disclose to any person ConfidentialInformation.

22.1.2 Scope. Confidential Information shall not include information thatthe receiving Party can demonstrate: (1) is generally available to thepublic 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)

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22.1.3

22.1.4

22.1.5

Execution Version

was supplied to the receiving Party without restriction by a thirdparty, who, to the knowledge of the receiving Party after dueinquiry, was under no obligation to the disclosing Party to keep suchinformation confidential; (4) was independently developed by thereceiving Party without reference to Confidential Information of thedisclosing Party; (5) is, or becomes, publicly known, through nowrongful act or omission of the receiving Party or Breach of thisLGIA; or (6) is required, in accordance with Article 22.1.7 of theLGIA, Order of Disclosure, to be disclosed by any GovernmentalAuthority or is otherwise required to be disclosed by law orsubpoena, or is necessary in any legal proceeding establishing rightsand obligations under this LGIA. Information designated asConfidential Information will no longer be deemed confidential if

. the Party that designated the information as confidential notifies theother Party that it no longer is confidential.

Release of Confidential Information. Neither Party shall releaseor disclose Confidential Information to any other person, except toits Affiliates (limited by the Standards of Conduct requirements),subcontractors, employees, consultants, or to parties who may be orconsidering providing financing to or equity participation withInterconnection Customer, or to potential purchasers or assignees ofInterconnection Customer, on a need-to-know basis in connectionwith this LGIA, unless such person has first been advised of theconfidentiality provisions of this Article 22 and has agreed tocomply with such provisions. Notwithstanding the foregoing, aParty providing Confidential Information to any person shall remainprimarily responsible for any release of Confidential Information incontravention of this Article 22.

Rights. Each Party retains all rights, title, and interest in theConfidential Information that each Party discloses to the other Party.The disclosure by each Party to the other Party of ConfidentialInformation shall not be deemed a waiver by either Party or anyother person or entity of the right to protect the ConfidentialInformation from public disclosure.

No Warranties. By providing Confidential Information, neitherParty makes any warranties or representations as to its accuracy,reliability, or completeness, unless otherwise stated. In addition, by

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22.1.6

22.1.7

22.1.8

22.1.9

Execution Version (supplying Confidential Information, neither Party obligates itself toprovide any particular information or Confidential Information to theother Party nor to enter into any further agreements or proceed withany other relationship or joint venture.

Standard of Care. Each Party shall use at least the same standardof care to protect Confidential Information it receives as it uses toprotect its own Confidential Information from unauthorizeddisclosure, publication or dissemination. Each Party may useConfidential Information solely to fulfill its obligations to the otherParty under this LGIA or its applicable regulatory requirements.

Order of Disclosure. If a court or a Governmental Authority orentity with the right, power, and apparent authority to do so requestsor requires either Party, by subpoena, oral deposition,interrogatories, requests for production of documents, administrativeorder, or otherwise, to disclose Confidential Information, that Partyshall provide the other Party with prompt notice of such request( s) orrequirement( s) so that the other Party may seek an appropriateprotective order or waive compliance with the terms of this LGIA.Notwithstanding the absence of a protective order or waiver, theParty may disclose such Confidential Information which, in theopinion of its counsel, the Party is legally compelled to disclose.Each Party will use Reasonable Efforts to obtain reliable assurancethat confidential treatment will be accorded any ConfidentialInformation so furnished.

(

Termination of Agreement. Upon termination of this LGIA forany reason, each Party shall, within thirty (30) Calendar Days ofreceipt of a written request from the other Party, use ReasonableEfforts to destroy, erase, or delete (with such destruction, erasure,and deletion certified in writing to the other Party) or return to theother Party, without retaining copies thereof, any and all written orelectronic Confidentia1.Information received from the other Party.

Remedies. The Parties agree that monetary damages would beinadequate to compensate a Party for the other Party's Breach of itsobligations under this Article 22. Each Party accordingly agrees thatthe other Party shall be entitled to equitable relief, by way ofinjunction or otherwise, if the first Party Breaches or threatens to c

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22.1.10

22.1.11

Execution Version

Breach its obligations under this Article 22, which equitable reliefshall be granted without bond or proof of damages, and the receivingParty shall not plead in defense that there would be an adequateremedy at law. Such remedy shall not be deemed an exclusiveremedy for the Breach of this Article 22, but shall be in addition toall other remedies available at law or in equity. The Parties furtheracknowledge and agree that the covenants contained herein arenecessary for the protection of legitimate business interests and arereasonable in scope. No Party, however, shall be liable for indirect,incidental, or consequential or punitive damages of any nature orkind resulting from or arising in connection with this Article 22.

Disclosure to FERC, its Staff, or a State. Notwithstandinganything in this Article 22 to the contrary, and pursuant to 18 CFRsection Ib.20, ifFERC or its staff, during the course of aninvestigation or otherwise, requests information from one of theParties that is otherwise required to be maintained in confidencepursuant to this LGlA, the Party shall provide the requestedinformation to FERC or its staff, within the time provided for in therequest for information. In providing the information to FERC or itsstaff, the Party must, consistent with 18 CFR section 388.112,request that the information be treated as confidential and non-publicby FERC and its staff and that the information be withheld frompublic disclosure. Parties are prohibited from notifying the otherParty to this LGlA prior to the release of the ConfidentialInformation to FERC or its staff. The Party shall notify the otherParty to the LGlA when it is notified by FERC or its staff that arequest to release Confidential Information has been received byFERC, at which time either of the Parties may respond before suchinformation would be made public, pursuant to 18 CFR section388.112. Requests from a state regulatory body conducting aconfidential investigation shall be treated in a similar manner ifconsistent with the applicable state rules and regulations.

Permitted Disclosures of Confidential InformationSubject to the exception in Article 22.1.10, any ConfidentialInformation that a Party claims contains competitively sensitive,commercial or financial information under this LGlA shall not bedisclosed by the other Party to any person who is not employed orretained by the other Party, except to the extent disclosure is (i)

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22.1.12

Execution Version (required by law; (ii) reasonably deemed by the disclosing Party to berequired to be disclosed in connection with a dispute between oramong the Parties, or the defense of litigation or dispute; (iii)otherwise permitted by consent of the other Party, such consent notto be unreasonably withheld; or (iv) necessary to fulfill itsobligations under this LGIA or as a transmission service provider ora Balancing Authority including disclosing the ConfidentialInformation to an RTO or ISO or to a subregional, regional ornational reliability organization. The Party asserting confidentialityshall notify the other Party in writing of the information it claims isconfidential. Prior to any disclosures of the other Party'sConfidential Information under this subparagraph, or if any thirdparty or Governmental Authority makes any request or demand forany of the information described in this subparagraph, the disclosingParty agrees to promptly notify the other Party in writing and agreesto assert confidentiality and cooperate with the other Party inseeking to protect the Confidential Information from publicdisclosure by confidentiality agreement, protective order or otherreasonable measures. (CPRA, Brown Act and NERCIWECC RequirementsIn addition to the foregoing provisions under this Article 22,Interconnection Customer acknowledges that Transmission Provideris subject to disclosure as required by the California Public RecordsAct, Cal. Govt. Code §§6250 et seq. ("CPRA") and the Ralph M.Brown Act, Cal. Govt. Code §§ 54950 et. seq. ("Brown Act") aswell as certain data sharing requirements imposed by NERC andWECC. Any data sharing with NERC or WECC shall be madepursuant to the requirements imposed by NERC and WECC and anyapplicable data sharing or confidentiality agreements. Requests forinformation made directly to Transmission Provider pursuant toCPRA will be managed in a similar manner identified within Article22.1.11. For purposes of the Brown Act, the Parties shall adhere tothe provisions of Article 22.1 to maintain confidentiality.

Article 23. Environmental Releases

23.1 Each Party shall notify the other Party, first orally and then in writing, of therelease of any Hazardous Substances, any asbestos or lead abatement activities, or (

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any type of remediation activities related to the Large Generating Facility or theInterconnection Facilities, each of which may reasonably be expected to affect theother Party. The notifying Party shall: (i) provide the notice as soon aspracticable, provided such Party makes a good faith effort to provide the notice nolater 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 reportsfiled with any Governmental Authorities addressing such events.

Article 24. Information Requirements

24.1 Information Acquisition. Interconnection Customer shall submit specificinformation regarding the electrical characteristics of their respective facilities toeach other as described below and in accordance with Applicable ReliabilityStandards. Interconnection Customer shall designate and mark any materialsdetermined to be CEIL

24.2 Information Submission by Interconnection Customer. The initial informationsubmission by Interconnection Customer shall occur no later than one hundredeighty (180) Calendar Days prior to Trial Operation and shall includeTransmission System information necessary to allow for the selection ofequipment and meet any system protection and stability requirements, unlessotherwise agreed to by the Parties in writing. On a monthly basis InterconnectionCustomer shall provide Transmission Provider with a status report on theconstruction and installation of Transmission Provider's Interconnection Facilitiesand Network Upgrades, including, but not limited to, the following information:(1) progress to date; (2) a description of the activities since the last report (3) adescription of the action items for the next period; and (4) the delivery status ofequipment ordered.

24.3 Updated Information Submission by Interconnection Customer. All updatedinformation submissions by Interconnection Customer, including manufacturerinformation and any revision to the Large Generating Facility data requirementscontained in Appendix 1 to the LGIP, shall occur no later than one hundred eighty(180) Calendar Days prior to the Trial Operation. Additionally, such updatedinformation submission shall include any additional information provided toTransmission Provider/Operating Agent for South Crystal 500 kV Switchyard forthe Interconnection Studies. Information in this submission shall be the mostcurrent Large Generating Facility design or expected performance data.Information submitted for stability models shall be compatible with Transmission

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Execution Version cProvider standard models. If there is no compatible model, InterconnectionCustomer will work with a consultant mutually agreed to by the Parties to developand supply a standard model and associated information.

If Interconnection Customer's data is materially different from what was originallyprovided to Transmission Provider/ Operating Agent for South Crystal 500 kVSwitchyard, then Transmission Provider will conduct appropriate studies, atInterconnection Customer's expense, to determine the impact on TransmissionProvider's Transmission System based on the actual data submitted pursuant tothis Article 24.3. The Interconnection Customer shall not begin Trial Operationuntil such study(ies) is/are completed and any subsequent mitigation, asdetermined from the study result(s), is implemented.

24.4 Information Supplementation. Prior to the Commercial Operation Date, theParties shall supplement their information submissions described above in thisArticle 24 with any and all "as-built" Large Generating Facility information or "as-tested" performance information that differs from the initial submissions or,alternatively, written confirmation that no such differences exist. TheInterconnection Customer shall conduct tests on the Large Generating Facility as (required by Good Utility Practice such as an open circuit "step voltage" test on theLarge Generating Facility to verify proper operation of the Large GeneratingFacility's automatic voltage regulator.

Unless otherwise agreed, the test conditions shall include: (1) Large GeneratingFacility at synchronous speed; (2) automatic voltage regulator on and in voltagecontrol mode; and (3) a five percent change in Large Generating Facility terminalvoltage initiated by a change in the voltage regulators reference voltage.Interconnection Customer shall provide validated test recordings showing theresponses of Large Generating Facility terminal and field voltages. In the eventthat direct recordings of these voltages is impractical, recordings of other voltagesor currents that mirror the response of the Large Generating Facility's terminal orfield voltage are acceptable if information necessary to translate these alternatequantities to actual Large Generating Facility terminal or field voltages isprovided. Large Generating Facility testing shall be conducted by or on behalf ofInterconnection Customer and such results shall be provided to TransmissionProvider for each individual generating unit in a station.

Subsequent to the Commercial Operation Date, Interconnection Customer shallprovide Transmission Provider any information changes due to equipment (

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replacement, repair, or adjustment. Transmission Provider shall provideInterconnection Customer with any information changes due to equipmentreplacement, repair or adjustment in the directly connected substation or anyadjacent Transmission Provider-owned substation that may affect InterconnectionCustomer's Interconnection Facilities equipment ratings, protection or operatingrequirements. Each Party is obligated to provide the above information to theother no later than thirty (30) Calendar Days after the date of any repair oradjustment has been completed or any equipment replacement has been placedinto service.

Article 25. Information Access and Audit Rights

25.1 Information Access. Each Party (the "disclosing Party") shall make available tothe other Party information that is in the exclusive possession of the disclosingParty and is necessary in order for the other Party to: (i) verify the costs incurredby the disclosing Party for which the other Party is responsible under this LGIA;and (ii) carry out its obligations and responsibilities under this LGIA. The Partiesshall not use such information for purposes other than those set forth in this Article25.1 and to enforce their rights under this LGIA.

25.2 Reporting of Non-Force Majeure Events. Each Party (the "notifying Party")shall notify the other Party when the notifying Party becomes aware of its inabilityto comply with the provisions of this LGIA for a reason other than a ForceMajeure event. The Parties agree to cooperate with each other and providenecessary information regarding such inability to comply, including the date,duration, reason for the inability to comply, and corrective actions taken orplanned to be taken with respect to such inability to comply. Notwithstanding theforegoing, notification, cooperation or information provided under this article shallnot entitle the Party receiving such notification to allege a cause for anticipatorybreach of this LGIA.

25.3 Audit Rights. Subject to the requirements of confidentiality under Article 22 ofthis LGIA, each Party shall have the right, during normal business hours, and uponprior reasonable notice to the other Party, to audit at its own expense the otherParty's accounts and records pertaining to either Party's performance or eitherParty's satisfaction of obligations under this LGIA. Such audit rights shall includeaudits of the other Party's costs, calculation of invoiced amounts, TransmissionProvider's efforts to allocate responsibility for the provision of reactive support tothe Transmission System, Transmission Provider's efforts to allocate responsibility

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Execution Version (for interruption or reduction of generation on the Transmission System, and eachParty's actions in an Emergency Condition. Any audit authorized by this articleshall be performed at the offices where such accounts and records are maintainedand shall be limited to those portions of such accounts and records that relate-toeach Party's performance and satisfaction of obligations under this LGIA. EachParty shall keep such accounts and records for a period equivalent to the auditrights periods described in Article 25.4.

25.4 Audit Rights Periods.

25.4.1

25.4.2

Audit Rights Period for Construction-Related Accounts andRecords. Accounts and records related to the design, engineering,procurement, and construction of Transmission Provider'sInterconnection Facilities and Network Upgrades shall be subject toaudit for a period of twenty-four months following TransmissionProvider's issuance of a final invoice in accordance with Article12.2.

Audit Rights Period for AIl Other Accounts and Records.Accounts and records related to either Party's performance orsatisfaction of all obligations under this LGIA other than thosedescribed in Article 25.4.1 shall be subject to audit as follows: (i)for an audit relating to cost obligations, the applicable audit rightsperiod shall transpire within twenty-four months after the auditingParty's receipt of an invoice giving rise to such cost obligations; and(ii) for an audit relating to all other obligations, the applicable auditrights period shall transpire within twenty-four months after theevent for which the audit is sought.

(

25.5 Audit Results. If an audit by a Party determines that an overpayment or anunderpayment has occurred, a notice of such overpayment or underpayment shallbe given to the other Party together with those records from the audit whichsupport such determination.

Article 26. Subcontractors

26.1 General. Nothing in this LGIA shall prevent a Party from utilizing the services ofany subcontractor as it deems appropriate to perform its obligations under thisLGIA; provided, however, that each Party shall require its subcontractors to ( _

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comply with all applicable terms and conditions of this LGIA in providing suchservices and each Party shall remain primarily liable to the other Party for theperformance of such subcontractor.

26.2 Responsibility of Principal. The creation of any subcontract relationship shallnot relieve the hiring Party of any of its obligations under this LGIA. The hiringParty shall be fully responsible to the other Party for the acts or omissions of anysubcontractor the hiring Party hires as if no subcontract had been made; provided,however, that in no event shall Transmission Provider be liable for the actions orinactions of Interconnection Customer or its subcontractors with respect toobligations of Interconnection Customer under Article 5 of this LGIA. Anyapplicable obligation imposed by this LGIA upon the hiring Party shall be equallybinding upon, and shall be construed as having application to, any subcontractor ofsuch Party.

. 26.3 No Limitation by Insurance. The obligations under this Article 26 will not belimited in any way by any limitation of subcontractor's insurance.

Article 27. Disputes

27.1 Submission. In the event either Party has a dispute, or asserts a claim, that arisesout of or in connection with this LGIA or its performance, such Party (the"disputing Party") shall provide the other Party with written notice of the disputeor claim ("Notice of Dispute"). Such dispute or claim shall be referred to adesignated senior representative of each Party for resolution on an informal basisas promptly as practicable after receipt of the Notice of Dispute by the other Party.In the event the designated representatives are unable to resolve the claim ordispute through unassisted or assisted negotiations within thirty (30) CalendarDays of the other Party's receipt of the Notice of Dispute, such claim or disputemay, upon mutual written agreement of the Parties, be submitted to arbitration andresolved in accordance with the arbitration procedures set forth below. In theevent the Parties do not agree to submit such claim or dispute to arbitration, eachParty may exercise whatever rights and remedies it may have in equity or at lawconsistent with the terms of this LGIA; provide that, any dispute arising out of orrelating to this LGIA shall be brought in a state or federal court in the County ofLos Angeles in the State of California. Each Party irrevocably agrees to submit tothe exclusive jurisdiction of such courts in the State of California and waive anydefense oi forum non conveniens.

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27.2 External Arbitration Procedures. Any arbitration initiated under this LGlAshall be conducted before a single neutral arbitrator appointed by the Parties. Ifthe Parties fail to agree upon a single arbitrator within ten (10) Calendar Days ofthe submission of the dispute to arbitration, each Party shall choose one arbitratorwho shall sit on a three-member arbitration panel. The two arbitrators so chosenshall within twenty (20) Calendar Days select a third arbitrator to chair thearbitration panel. In either case, the arbitrators shall be knowledgeable in electricutility matters, including electric transmission and bulk power issues, and shall nothave any current or past substantial business or fmancial relationships with anyparty to the arbitration (except prior arbitration) .. The arbitrator(s) shall provideeach of the Parties an opportunity to be heard and, except as otherwise providedherein, shall conduct the arbitration in accordance with the CommercialArbitration Rilles of the American Arbitration Association ("Arbitration Rules");provided, however, in the event of a conflict between the Arbitration Rules and theterms of this Article 27, the terms of this Article 27 shall prevail.

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 shallnotify the Parties in writing of such decision and the reasons therefor. Thearbitrator(s) shall be authorized only to interpret and apply the provisions of this (LGlA and shall have no power to modify or change any provision of thisAgreement in any manner. The decision of the arbitrator(s) shall be fmal andbinding upon the Parties, and judgment on the award may be entered in any courthaving jurisdiction. The decision of the arbitrator(s) may be appealed solely onthe grounds that the conduct of the arbitrator(s), or the decision itself, violated thestandards set forth in the Federal Arbitration Act or the Administrative DisputeResolution Act.

27.4 Costs. Each Party shall be responsible for its own costs incurred during thearbitration process and for the following costs, if applicable: (1) the cost of thearbitrator chosen by the Party to sit on the three member panel and one half of thecost of the third arbitrator chosen; or (2) one half the cost of the single arbitratorjointly chosen by the Parties.

Article 28. Representations, Warranties, and Covenants

28.1 General. Each Party makes the following representations, warranties andcovenants:

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28.1.1 Good Standing. Such Party is duly organized, validly existing andin good standing under the laws of the state in which it is organized,formed, or incorporated, as applicable; that it is qualified to dobusiness in the state or states in which the Large Generating Facility,Interconnection Facilities and Network Upgrades owned by suchParty, as applicable, are located; and that it has legal power andauthority to own its properties, to carry on its business as now beingconducted and to enter into this LGIA and carry out the transactionscontemplated hereby and perform and carry out all covenants andobligations on its part to be performed under and pursuant to thisLGIA.

28.1.2 Authority. Such Party has the right, power and authority to enterinto this LGIA, to become a Party hereto and to perform itsobligations hereunder. This LGIA is a legal, valid and bindingobligation of such Party, enforceable against such Party inaccordance with its terms, except as the enforceability thereof maybe limited by applicable bankruptcy, insolvency, reorganization orother similar laws affecting creditors' rights generally and by generalequitable principles (regardless of whether enforceability is soughtin a proceeding in equity or at law).

28.1.3 No Conflict. The execution, delivery and performance of this LGIAdoes not violate or conflict with any law, organizational or formationdocuments, or bylaws, charter or operating agreement, of such Party,or any judgment, license, permit, order, material agreement orinstrument applicable to or binding upon such Party or any of itsassets.

28.1.4 Consent and Approval. Such Party has sought or obtained, or, inaccordance with this LGIA will seek or obtain, each consent,approval, authorization, order, or acceptance by any GovernmentalAuthority in connection with the execution, delivery andperformance of this LGIA, and it will provide to any GovernmentalAuthority notice of any actions under this LGIA that are required byApplicable Laws and Regulations.

Article 29. Joint Operating Committee

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Execution Version (29.1 Joint Operating Committee. Except in the case of ISOs and RTOs,

Transmission Provider shall constitute a Joint Operating Committee to coordinateoperating and technical considerations of Interconnection Service. At least six (6)months prior to the expected Initial Synchronization Date, InterconnectionCustomer and Transmission Provider shall each appoint one representative andone alternate to the Joint Operating Committee. Interconnection Customer shallnotify Transmission Provider of its appointment in writing. Such appointmentsmay be changed at any time by similar notice. The Joint Operating Committeeshall meet as necessary, but not less than once each calendar year, to carry out theduties set forth herein. The Joint Operating Committee shall hold a meeting at therequest of either Party, at a time and place agreed upon by the representatives.The Joint Operating Committee shall perform all of its duties consistent with theprovisions of this LGIA. Each Party shall cooperate in providing to the JointOperating Committee all information required in the performance of the Joint

. Operating Committee's duties. All decisions and agreements, if any, made by theJoint Operating Committee, shall be evidenced in writing. The duties of the JointOperating Committee shall include the following:

29.1.1

29.1.2

29.1.3

29.1.4

29.1.5

29.1.6

Establish data requirements and operating record requirements.("- ...

Review the requirements, standards, and procedures for dataacquisition equipment, protective equipment, and any otherequipment or software.

Annually review the one (1) year forecast of maintenance andplanned outage schedules of Transmission Provider's andInterconnection Customer's facilities at the Point of Interconnection.

Coordinate the scheduling of maintenance and planned outages onthe Interconnection Facilities, the Large Generating Facility andother facilities that impact the normal operation of theinterconnection of the Large Generating Facility to the TransmissionSystem.

Ensure that information is being provided by each Party regardingequipment availability.

Perform such other duties as may be conferred upon it by mutualagreement of the Parties. .

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Article 30. Miscellaneous

30.1 Binding Effect. This LGIA and the rights and obligations hereof, shall be bindingupon and shall inure to the benefit of the successors and assigns of the Partieshereto.

30.2 Conflicts. In the event of a conflict between the body of this LGIA and anyattachment, appendices or exhibits hereto, the terms and provisions of the body ofthis LGIA shall prevail and be deemed the fmal intent of the Parties.

30.3 Rules of Interpretation. This LGIA, unless a clear contrary intention appears,shall be construed and interpreted as follows: (1) the singular number includes theplural number and vice versa; (2) reference to any person includes such person'ssuccessors and assigns but, in the case of a Party, only if such successors andassigns are permitted by this LGIA, and reference to a person in a particularcapacity excludes such person in any other capacity or individually; (3) referenceto any agreement (including this LGIA), document, instrument or tariff meanssuch agreement, document, instrument, or tariff as amended or modified and ineffect from time to time in accordance with the terms thereof and, if applicable,the terms hereof; (4) reference to any Applicable Laws and Regulations meanssuch Applicable Laws and Regulations as amended, modified, codified, orreenacted, in whole or in part, and in effect from time to time, including, ifapplicable, rules and regulations promulgated thereunder; (5) unless expresslystated otherwise, reference to any Article, Section or Appendix means such Articleof this LGIA or such Appendix to this LGIA, or such Section to the LGIP or suchAppendix to the LGIP, as the case may be; (6) "hereunder", "hereof', "herein","hereto" and words of similar import shall be deemed references to this LGIA as awhole and not to any particular Article or other provision hereof or thereof; (7)"including" (and with correlative meaning "include") means including withoutlimiting the generality of any description preceding such term; and (8) relative tothe determination of any period of time, "from" means "from and including", "to"means "to but excluding" and "through" means "through and including".

30.4 Entire Agreement. This LGIA, including all Appendices and Schedules attachedhereto, constitutes the entire agreement between the Parties with reference to thesubject matter hereof, and supersedes all prior and contemporaneousunderstandings or agreements, oral or written, between the Parties with respect tothe subject matter of this LGIA. There are no other agreements, representations,

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Execution Version (warranties, or covenants which constitute any part of the consideration for, or anycondition to, either Party's compliance with its obligations under this LGIA.

30.5 No Third Party Beneficiaries. This LGIA is not intended to and does not createrights, remedies, or benefits of any character whatsoever in favor of any persons,corporations, associations, or entities other than the Parties, and the obligationsherein assumed are solely for the use and benefit of the Parties, their successors ininterest and, where permitted, their assigns.

30.6 Waiver. The failure ofa Party to this LGIA to insist, on any occasion, upon strictperformance of any provision of this LGIA will not be considered a waiver of any

. obligation, right, or duty of, or imposed upon, such Party.

Any waiver at any time by either Party of its rights with respect to this LGIA shallnot be deemed a continuing waiver or a waiver with respect to any other failure tocomply with any other obligation, right, duty of this LGIA. Termination orDefault of this LGIA for any reason by Interconnection Customer shall notconstitute a waiver of Interconnection Customer's legal rights to obtain a futureinterconnection from Transmission Provider. Any waiver of this LGIA shall, ifrequested, be provided in writing.

30.7 Headings. The descriptive headings of the various Articles of this LGIA havebeen inserted for convenience of reference only and are of no significance in theinterpretation or construction of this LGIA.

30.8 Multiple Counterparts. This LGIA may be executed in two or morecounterparts, each of which is deemed an original but all constitute one and thesame instrument.

30.9 Amendment. Expressly excepting any updates made to Appendix F, the Partiesmay by mutual agreement amend this LGIA by a written instrument duly executedby the Parties.

30.10 Modification by the Parties. The Parties may by mutual agreement amend theAppendices to this LGIA by a written instrument duly executed by the Parties.Such written amendment shall become effective and a part of this LGIA uponsatisfaction of all Applicable Laws and Regulations.

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30.11 Notwithstanding the provisions of Section 30.4, nothing in this LGIA is intendedto supersede, modify, limit or replace any provision of the Power PurchaseAgreement or the Purchase and Sale Agreement.

30.12 No Pa:rtnership. This LGIA shall not be interpreted or construed to create anassociation, joint venture, agency relationship, or partnership between the Partiesor to impose any partnership obligation or partnership liability upon either Party.Neither Party shall have any right, power or authority to enter into any agreementor undertaking for, or act on behalf of, or to act as or be an agent or representativeof, or to otherwise bind, the other Party.

30.13 Severability. If any part, term or provision of this LGIA is determined to beinvalid, illegal, unenforceable, or in conflict with any law of a federal, state orlocal government having jurisdiction over this LGIA, such determination shall belimited to those specific parts, terms or provisions and shall not affect theenforceability or validity of any other provision hereof, which shall remain in fullforce and effect.

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IN WITNESS WHEREOF, the Parties have executed this LOlA in duplicateoriginals, each of which shall constitute and be an original effective Agreement betweenthe Parties.

DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES

Barbara E. MoschosBoard Secretary

K ROAD MOAPA SOL LLC~. ,//}

By: ~I ~----,

By:

Title:

Date:

And:

Title:

Date:

Ronald O. NicholsGeneral Manager APPROVED~~~~~--

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Appendix A to ~GIA

Interconnection Facilities, Network Upgrades and Distribution Upgrades

1. Interconnection Facilities:

(a) [insert Interconnection Customer's Interconnection Facilities]:1. Two (2) - 500 kV disconnect switches and bus conductors

(b) [insert Transmission Provider's Interconnection Facilities]: Shall consistof

1. Two (2) - 500 kV Dead Tank circuit breakers,2. Three(3) - 500 kV disconnect switches, bus supports,3. Two (2) - 500 kV bus dead end structures,4. One (1) - 500 kV line dead end structure,5. Three (3) set of metering CVTs,6. Three (3) set of metering CTs,7. Six (6) Station Surge arresters8. all necessary protective bus and line relaying, and9. The K Road Transmission Facilities

2. Network Upgrades:

(a) Stand Alone Network Upgrades: None

(b) Other Network Upgrades: None

3. Distribution Upgrades: None.

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5. Point of Interconnection: the point at which the K Road Transmission Facilitiesinterconnect with the BLM Corridor Transmission Facilities.

6. Metering. The meter(s) will be located within the TPIF area.

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Appendix B to LGIA

Milestones

Item Responsible Party Due Date (*)Submission of Interconnection 5/15/13, 5.6.2construction schedule Customerfor BLM CorridorTransmission Facilities,TransmissionProvidersInterconnectionFacilities, and NetworkStand Alone Upgrades,collectively Option-to-Build FacilitiesSubmittal of. Interconnection 4/15/13Transmission Design to CustomerLADWPApproval of Transmission Provider 5/31/13Transmission Designfrom LADWPReview to confirm Transmission Provider 12/1/13BLM CorridorTransmissionFacilities andTransmissionProvidersInterconnectionFacilities built perapproved design.Transfer of BLM Transmission Provider 1/1/14 Pursuant to PurchaseCorridor Transmission and Interconnection and Sale AgreementFacilities to LADWP and Customerpayment toInterconnectionCustomerEnergization of BLM Transmission Provider 2/1/14Corridor TransmissionFacilities

I Submit initial I Interconnection 1180 Calendar days prior to I

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specifications for the Customer Initial SynchronizationICIF, including System DateProtection Facilities, toTransmission ProviderSubmiffinal Interconnection 90 calendar days prior tospecifications for Customer Initial Synchronizationreview and comment DateReview such Transmission provider 30 days of Interconnectionspecifications to ensure Customer's submissionthat the ICIF arecompatible with thetechnicalspecifications,operational control,and safetySubmit as-built Interconnection Pursuant to 5.10.3, withindrawings of Customer 120 days of CommercialInterconnection Operation DateCustomer'sinterconnectionfacilitiesProvide as builts of Transmission Provider Within 30 days prior toTransmission Commercial OperationProvider's Date pursuant to 5.11InterconnectionFacilitiesNotify Transmission Interconnection At least 3 months prior toProvider in writing of Customer Initial Synchronizationthe Balancing Authority Date pursuant to 9.2Area in which the largeGenerating Facilitywillbe located.In Service Date Interconnection 2/1/14

CustomerIn Synchronization Interconnection 2/1/14Date/Trial Operation CustomerBeginsCommercial Operation Interconnection 9/30/14Date for the Facility Customer

• Interconnection Customer and Transmission Provider understand and acknowledge that themilestone dates are only estimates and that equipment and material lead items, labor

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availability, outage coordination, regulatory approvals, or other unforeseen events could delaythe actual dates beyond those specified.

It Ifthe Interconnection Customer suspends workpursuant to Articles 5.16 or 17.1.3, then allmilestones for each party set forth in this Appendix B shall be suspended during the suspensionperiod. Upon the Interconnection Customer's request to recommence work, the Parties shallnegotiate in good faith new revised milestone dates for each milestone, taking into account theperiod of suspension and necessary re-studies, if required. Appendix B and any terms andconditions associated with the estimated costs and payment schedule, if necessary, shall beamended following the establishment of such revised milestone dates.

Execution Version (Appendix C to LGIA

Interconnection Details

Interconnection Customer intends to interconnect the proposed K Road Moapa SolarFacility ("Project"). The Project includes the construction and operation of up to a 250-megawatt alternating current (MW ac) photovoltaic (PV) electricity generating facilitythat would deliver solar-generated power to the Transmission Provider's TransmissionSystem at the Point of Interconnection. The project will be generally located on theMoapa River Indian Reservation in Southern Nevada. Specifically, the Project wouldcomprise the following components:

• Solar field comprised of a combination of 1- to 2.0-MW power blocks.• On-site substation.• Operation and Maintenance (O&M) building.• Other on-site improvements, including access roads, fencing, and lighting.

(Interconnection Customer will construct that portion of the Transmission Systemconsisting of the BLM Corridor Transmission Facilities, to be acquired by TransmissionProvider pursuant to Section 3.7 of the PPA.

The BLM Corridor Transmission Facilities (which will constitute a portion of theTransmission Provider's Transmission System) will be interconnected to the SouthCrystal 500 kV Switchyard pursuant to Transmission Provider's wires-to-wiresinterconnection request under the Navajo Partners Co-Tenancy Agreement.

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Appendix D to LGIA

Security Arrangements Details

Infrastructure security of Transmission System equipment and operations and controlhardware and software is essential to ensure day-to-day Transmission System reliabilityand operational security. There is an expectation that all Transmission Providers, marketparticipants, and Interconnection Customers interconnected to the Transmission Systemwill comply with the best practices utilized in the electric reliability authority. EachParty will be expected to meet basic standards for' system infrastructure and operationalsecurity, including physical, operational, and cyber-security practices.

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Appendix E to LGIA

Commercial Operation Date

"Commercial Operation Date" means the date on which Seller shall havedemonstrated to the reasonable satisfaction of Buyer, which Buyer shall acknowledge inwriting within ten (10) Business Days after Seller's demonstration or such demonstrationwill be deemed to have occurred, that the requirements of Commercial Operation of theFacility, as defmed in Power Purchase Agreement, shall have occurred .

. This Appendix E is a part of the LGIA between Transmission Provider andInterconnection Customer.

[Date]

[Transmission Provider Address]

Re: ______ Large Generating Facility

Dear -------

On [Date] [Interconnection Customer] has completed Trial Operation of UnitNo. . This letter confirms that [Interconnection Customer] commenced CommercialOperation of Unit No. _ at the Large Generating Facility, effective as of [Date plusone day].

Thank you.

[Signature]

[Interconnection Customer Representative]

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Appendix F to LGlA

Addresses for Delivery of Notices and Billings

Notices:

Transmission Provider:

Department of Water and Power of the City of Los AngelesManager of Power System Contracts111 N. Hope Street, Room 1263 JFBLos Angeles, California 90012Attention: Jan Lukjaniec

Interconnection Customer:

K Road Moapa Solar LLCc/o President37th Floor295 Madison AvenueNew York, NY 10017

Billings and Payments:

Transmission Provider:

Department of Water and Power of the City of Los AngelesAccounting Division - Accounts Payable SectionP.O. box 51211Room424JFBLos Angeles, California 90051-5511Attention: Supervisor of Accounts Payable

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Interconnection Customer:

K Road Moapa Solar LLCc/o President .37th Floor295 Madison AvenueNew York, NY 10017

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Alternative Forms of Delivery of Notices (telephone, facsimile or email):

Transmission Provider:

Notices:Telephone: 213-367-4945

213-367-2382Email: Michael.Webster@ladwp.com

Jan.Lukjaniec@ladwp.com

Billing & Payment:Telephone: 213-367-3019

213-367 -2382213-367-4945

Email: Sherry.Grueter@ladwp.comJan.Lukjaniec@ladwp.comMichael. Webster@ladwp.com

Interconnection Customer:

Telephone: 212-351-0535Facsimile: 212-351-0531Email: Gerritn@kroadpower.com

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Appendix G toLGIA

INTERCONNECTION REQUIREMENTS FOR A WIND GENERATING PLANT

Appendix G sets forth requirements and provisions specific to a wind generating

plant. All other requirements of this LGIA continue to apply to wind generating plant

interconnections.

A. Technical Standards Applicable to a Wind Generating Plant

i, Low Voltage Ride-Through (LVRT) Capability

A wind generating plant shall be able to remain online during voltage disturbances

up to the time periods and associated voltage levels set forth in the standard below.

All wind generating plants subject to FERC Order No. 661 must meet the

following requirements:

1. Wind generating plants are required to remain in-service during three-phase faults

with normal clearing (which is a time period of approximately 4 - 9 cycles) and

single line to ground faults with delayed clearing, and subsequent post-fault

voltage recovery to prefault voltage unless clearing the fault effectively

disconnects the generator from the system. The clearing time requirement for a

three-phase fault will be specific to the wind generating plant substation location,

as determined by and documented by the transmission provider. The maximum

clearing time the wind generating plant shall be required to withstand for a three-

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phase fault shall be 9 cycles after which, if the fault remains following the

location-specific normal clearing time for three-phase faults, the wind generating

plant may disconnect from the transmission system. A wind generating plant shall

remain interconnected during such a fault on the transmission system for a voltage

level as low as zero volts, as measured at the high voltage side of the wind

generator step-up transformer ("GSU").

2. This requirement does not apply to faults that would occur between the wind

generator terminals and the high side of the GSU.

3. Wind generating plants may be tripped after the fault period if this action is

intended as part of a special protection system.

Wind generating plants may meet the LVRT requirements of this standard by the

performance of the generators or by installing additional equipment (~, Static

VAR Compensator) within the wind generating plant or by a combination of

generator performance and additional equipment.

5. . Existing individual generator units that are, or have been, interconnected to the

4.

network at the same location before January 1, 2006 are exempt from meeting the

Appendix G LVRT Standard for the remaining life of the existing generation

equipment, unless the generation equipment of those individual generator units are

replaced then the replaced equipment must meet the Appendix G LVRT Standard.

ii. Power Factor Design Criteria <Reactive Power)

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A wind generating plant shall maintain a power factor within the range of 0.95

leading to 0.95 lagging, measured at the Point ofInterconnection as defined in this LGIA,

if the Transmission Provider's System Impact Study shows that such a requirement is

necessary to ensure safety or reliability. The power factor range standard can be met by

using, for example, power electronics designed to supply this level of reactive capability

606 (taking into account any limitations due to voltage level, real power output, etc.) or

fixed and switched capacitors if agreed to by the Transmission Provider, or a combination

of the two. The Interconnection Customer shall not disable power factor equipment

while the wind plant is in operation. Wind plants shall also be able to provide sufficient

dynamic voltage support in lieu of the power system stabilizer and automatic voltage

regulation at the generator excitation system if the System Impact Study shows this to be

required for system safety or reliability.

iii. Supervisorv Control and Data Acquisition (SCADA) Capability

The wind plant shall provide SCADA capability to transmit data and receive

instructions from the Transmission Provider to protect system reliability. The

Transmission Provider and the wind plant Interconnection Customer shall determine what

SCADA information is essential for the proposed wind plant, taking into account the size

of the plant and its characteristics, location, and importance in maintaining generation

resource adequacy and transmission system reliability in its area.