Original Service Agreement No. 2606
PUBLIC VERSION
TRANSMISSION-TO-LOAD
INTERCONNECTION AGREEMENT
entered into by the
Midcontinent Independent System Operator, Inc.,
Central Power Electric Cooperative, Inc.,
and
Otter Tail Power Company
TRANSMISSION-TO-LOAD INTERCONNECTION MASTER AGREEMENT
Between
CENTRAL POWER ELECTRIC COOPERATIVE, INC.
And
OTTER TAIL POWER COMPANY
And
MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC.,
December 4
_______________________, 2013 (the “Effective Date”)
THIS TRANSMISSION-TO-LOAD INTERCONNECTION AGREEMENT (“Agreement”)
December 4
dated as of _____________,
2013 (the “Effective Date”), is entered into by and among Central
Power Electric Cooperative, Inc., a North Dakota cooperative corporation (“CPEC”), and Otter
Tail Power Company, a Minnesota corporation (“OTP”), and the Midcontinent Independent
System Operator, Inc. (“MISO”). CPEC and OTP may be referred to herein individually as
“Party” and collectively as “Parties”. MISO’s signature is for the limited purposes of
acknowledging that an authorized officer of MISO has read this Agreement.
RECITALS
0.01
WHEREAS, CPEC is a cooperative electric utility engaged in the business of
transmitting, and selling electric power and energy in the state of North Dakota;
and
0.02
WHEREAS, OTP is an electric utility engaged in the business of generating,
transmitting, and selling electric power and energy in the states of Minnesota and
North Dakota; and
0.03
WHEREAS, OTP is a Transmission Owning member of MISO; and
0.04
WHEREAS, OTP’s transmission facilities are under the functional control of
MISO and subject to the applicable provisions of MISO’s Open Access
Transmission, Energy and Operating Reserve Markets Tariff (“Tariff”) as
amended and superseded from time to time; and
0.05
WHEREAS, due to the integrated nature of the CPEC and OTP transmission
systems, the Parties from time to time find it mutually beneficial to interconnect
one Party’s load to the electric transmission system of the other Party; and
0.06
WHEREAS, CPEC and OTP have entered into this Agreement to govern the
design, construction, ownership, and operation of the facilities subject to and
identified in this Agreement, and any future transmission-to-load
interconnections.
Page 2
NOW THEREFORE, in consideration of and subject to the mutual covenants contained
herein, it is agreed:
Section 1
Definitions
The following terms shall have the meanings specified below. Other capitalized
terms shall have the meanings specified in the Tariff.
“Attachments” means the documents which are attached hereto and
incorporated hereby and which include material provisions of this Agreement. As
provided herein, the Parties may update the Attachments from time to time when
and if additional facilities are to be governed by this Agreement. Each
Attachment (and Exhibits within such Attachment) shall apply to each
Interconnection Facility arising out of a new interconnection.
“Good Utility Practice” means any of the practices, methods, or acts engaged
in or approved by a significant portion of the electric industry during the relevant
time period, or any of the practices, methods, or acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was
made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and
expedition. Good Utility Practice is not intended to be limited to the optimum
practice, method, or act to the exclusion of all others, but rather to be acceptable
practices, methods, or acts generally accepted in the region.
“Interconnection Facilities” means the facilities owned by each of OTP and
CPEC that are necessary to establish the Points of Interconnection, including,
but not limited to, breakers, bus work, relays, communications circuits, and
associated equipment connected to the Interconnected Party’s electrical system
as set forth in the attached Attachments.
“Interconnected Party” means OTP.
“Interconnecting Party” means CPEC.
“Points of Interconnection” means the points on the electrical system where
the facilities of OTP and CPEC are physically interconnected, as identified in the
Attachments.
Section 2
Cooperation in the Development and Operation
The Parties agree to cooperate in the development, construction, and operation
of the Interconnection Facilities.
Section 3
Points of Interconnection Location and Site Ownership
The location of the Points of Interconnection shall be as identified in the Exhibits.
Easement rights to the real property shall be as identified in the Attachments.
Page 3
Each Party grants to the other a License to the Points of Interconnection sites at
no cost to allow installation, operation, and maintenance of the Interconnection
Facilities.
Section 4
General Obligations
Each Party has the responsibility to design, engineer, construct, own, operate,
and maintain, in accordance with Good Utility Practices, the Interconnection
Facilities assigned to it as identified in the Attachments.
Costs incurred as a result of the design, engineering, construction and operation
of the Interconnection Facilities will be borne by the Party owning the
Interconnection Facilities, unless otherwise specified in the Attachments. With
respect to its designated responsibilities, each Party is responsible to provide
and maintain such Interconnection Facilities as are necessary to protect the
systems of the Parties. Provisions shall be made for any switching and
coordination of protective equipment as necessary in accordance with
specifications and procedures that are mutually agree to the Parties.
Section 5
Equipment Ownership
Equipment ownership shall be as identified in the Attachments.
Section 6
Operation and Maintenance
Each Party will operate and maintain its respective Interconnection Facilities for
which it is designated as responsible in the Exhibits in accordance with (a)
applicable laws, rules, and regulations, (b) the requirements and procedures of
MISO, NERC, and MRO, and (c) Good Utility Practice.
Section 7
Construction Obligations
Construction obligations shall be as identified in the Attachments.
Section 8
Joint Use
THIS SECTION INTENTIONALLY LEFT BLANK.
Section 9
Removal of Interconnection Facility
If CPEC elects to discontinue a Point of Interconnection, or if OTP provides thirtysix months written notice to CPEC of an expansion or other modification of OTP’s
Interconnection Facilities that will require the removal or relocation of a Point of
Interconnection and Interconnection Facilities, CPEC shall, prior to the need date
identified in the written notice, remove, relocate or promptly pay OTP for the
removal or relocation of the Interconnection Facilities from OTP’s facilities, and
restore said facilities to a condition satisfactory to OTP. Removal or
discontinuation of all interconnections shall cause a termination of this
Agreement unless the Parties agree otherwise.
Page 4
Section 10
Attachments.
Attached as of the Effective Date is Attachment 1. Attachment 1 relates to the
Benedict 41.6 kV tap and includes the following material Exhibits, which are
incorporated herein:
Exhibit A, Exhibit B, and Exhibit C are expressly incorporated herein and
made an integral part of this Agreement.
Exhibit A is the Table of Design, Installation, Ownership, Maintenance,
Operation and Financial Responsibilities of the Parties for each Point of
Interconnection.
Exhibit B is a one-line diagram for the Benedict 41.6 kV interconnection.
Exhibit C is the legal description for the Benedict 41.6 kV interconnection.
Inasmuch as the ownership, operation and maintenance of certain
Interconnection Facilities may change between the Parties during the term of this
Agreement, such changes shall be set forth in a new Attachment (with the next
subsequent Attachment being referenced as Attachment 2 and so on) as
formulated and modified from time to time, subject to all necessary regulatory
approvals.
Section 11
Limitation of Liability
No party shall be liable to the other or any third party or other person for any
damages whatsoever, including, without limitation, direct, special, consequential,
punitive or indirect damages arising or resulting from any act or omission in any
way associated with the work performed pursuant to this Agreement, except to
the extent a Party is found liable for gross negligence or intentional misconduct,
in which case such Party shall only be liable for direct damages.
Section 12
Indemnification
Subject to Section 11, each Party agrees to defend, indemnify, and hold the
other Party (and its officers, agents, employees and affiliates) harmless against
any and all claims, liability, loss, damage, or expense caused by or resulting from
the willful misconduct or grossly negligent acts or omissions of the indemnifying
Party, its employees, or agents related to performance under this Agreement.
Section 13
Insurance
Each Party acknowledges it currently has and agrees it shall maintain, at its sole
expense, the following types and limits of insurance, with the limits being met by
any combination of retention, primary and/or excess coverage.
•
Workers’ Compensation Insurance complying with the law in the state in
which any of the work is to be performed; and Employer’s Liability
Insurance with limits of $1,000,000.
Page 5
•
•
•
Commercial General Liability Insurance on an occurrence form with a
combined single limit for bodily injury and property damage of $1,000,000
each occurrence and general aggregate/products liability aggregates of
$1,000,000, covering all obligations or operations to be performed under
this Agreement. Policy shall include no modifications that reduce the
standard coverage provided under a commercial liability form and delete
railroad exclusions from contractual section or definition section of
insured contract.
Commercial Automobile Liability Insurance with a combined single limit
for bodily injury and property damage of $1,000,000 each occurrence to
include coverage for all owned, non-owned and hired vehicles.
Commercial Umbrella Liability/Excess Liability with limits of not less than
$5,000,000 each occurrence.
If a Party has a third party perform work on the Interconnection Facilities
reflected in the Attachment(s), then that Party shall cause its contractor to
maintain these same levels and types of insurance.
Section 14
Headings
Article headings and titles in this Agreement are for ease of reference only and
do not constitute part of this Agreement.
Section 15
No Third Party Beneficiaries
No provision of this Agreement shall in any way inure to the benefit of any third
party so as to make any such party a third party beneficiary of this Agreement or
of any one or more of the terms herein.
Section 16
Risk of Loss
Each Party shall have the full risk of loss for its own facilities, including the
Interconnection Facilities, except in such circumstances that a Party is
constructing Facilities which are owned by the other in which case the
constructing Party shall have the risk of loss until energization.
Section 17
Governing Law and Venue
This Agreement shall be interpreted and governed by the laws of the State where
the applicable Point of Interconnection is located or the laws of the United States
of America, as applicable.
Section 18
Regulatory Approvals
The Parties hereby agree to cooperate to seek to obtain any necessary
regulatory approvals and provide any information reasonably required to comply
with applicable filing or other regulatory requirements.
Page 6
Section 19 Successors and Assigns
This Agreement shall be binding upon the respective Parties, their successors
and assigns, as of the Effective Date. None of the provisions of this Agreement,
whether in whole or in part, shall be assigned by any Party to any third party
without the written consent of the other Party, which shall not be unreasonably
withheld, except that a Party, without the consent of the other Party, may assign
to a successor in the event of a merger or reorganization, and such successor
shall be bound by all terms and conditions hereof and shall assume all
obligations of the assignor, and provided further this Section 19 is not a
restriction on a Party’s ability to pledge its electric transmission or distribution
system as security under a mortgage or trust indenture notwithstanding the
foregoing.
Section 20
Severability
If any governmental agency or court of competent jurisdiction holds that any
provision of this Agreement is invalid, or if, as a result of a change in any federal
or state law or constitutional provision, or any rule or regulation promulgated
pursuant thereto, any provision of this Agreement is rendered invalid or results in
the impossibility of performance thereof, the remainder of this Agreement not
affected thereby shall continue in full force and effect; provided, however, if the
impact of such holding or promulgation materially increases the cost of providing
service hereunder or materially increases or decreases the amount of
compensation to be paid for services rendered hereunder, either Party, within
ninety days after the issuance of such holding or promulgation, may terminate
this Agreement by giving not less than thirty days prior written notice to the other
Party. In any event, Parties shall promptly renegotiate in good faith new
provisions to restore this Agreement as nearly as possible to its original intent
and effect.
Section 21
Dispute Resolution
In the event a Party has a dispute, or asserts a claim, that arises out of or in
connection with this Agreement or the other Party’s performance, such Party
shall provide the other Party with a written notice of such dispute or claim. Such
dispute or claim shall be referred to a designated senior representative of each
Party for resolution on an informal basis as promptly as practicable after receipt
of the written notice by the other Party. In the event the designated
representatives are unable to resolve the claim or dispute within thirty (30) days
of a Party's receipt of the written notice, such claim or dispute may, upon mutual
agreement of the Parties, be submitted to arbitration. In the event the Parties do
not agree to submit such claim or dispute to arbitration, either Party may exercise
whatever rights and remedies it may have in equity or at law consistent with the
terms of this Agreement.
Section 22
Termination of Agreement
This Agreement shall terminate if: (a) CPEC has removed all of its
Interconnection Facilities in accordance with Section 9, “Removal of Facility”, or
(b) the Parties mutually agree to terminate this Agreement. In the event of a
Page 7
termination due to (b), CPEC shall remove all its Interconnection Facilities as
described in Section 9 by the date and in a manner mutually agreed by the
Parties.
Section 23
Notices
Unless mutually agreed otherwise by the Parties, any notice, demand, request,
or communication required or authorized by this Agreement shall be hand
delivered or mailed by certified mail, return receipt requested, with postage
prepaid, to the following:
For CPEC:
Mark Sherman
Manager- Operations & Engineering
525 20th Ave SW
Minot, ND 58701
(701) 837-7461
For OTP:
Dean Pawlowski
Principal Engineer
Otter Tail Power Company
215 S Cascade
Fergus Falls, MN 56538-0496
(218) 739-8947
For MISO:
Manager, Interconnection Planning
701 City Center Drive
Carmel, Indiana 46032
(317) 249-5400
This designation and titles of the person to be notified or the address of such
person may be changed at any time by written notice.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
[SIGNATURE PAGE FOLLOWS]
Page 8
The Parties hereby agree that this Transmission-To-Load Interconnection Agreement Is duly
executed as of the Effective Date.
Centeral Power Electric Cooperative, INC.
:Y~or~~c~
THo,., .,.s L. me./01"1,.~
Name:_Mark Shennan ·
Title: -MaAa!}er = Opel atlons & ~nglneedng- G e..-t.._
I t41. cuva" ~
OTTER TAIL POWER COMPANY
AMinn~tion
By:
~
o
<.__---,
Name: Tim Rogelstad
Title:
VIce President, Asset Management
MIDCONTINENT INDEPENDENT SYSTEM OPERATOR, INC.
A non-profit, non-stock Delaware corporation
MISO's signature of~~er of MISO Is for the limited purposes of acknowledging
that an authorized
o.7/~ r~~~l~s.
~
By:
WILLIAM C. PHILLIPS
Name: William C. PhiJIIe~ President
Title:
VIce
(i
Preslde~~lRHa¥ds, ~ompfi~ce anY%'?rat gy
· i It & ecu I Relat
11-- Ol~ 13
Page9
s ·
ATTACHMENT 1
Benedict 41.6 KV TAP
CPEC and OTP each has the responsibility to design, engineer, construct,
own, operate, and maintain the facilities assigned to it as identified in
Exhibit A to Attachment 1.
Interconnection Facilities and the Point of Interconnection are identified in
Exhibit B to Attachment 1.
The location and site ownership of the Point of Interconnection are
identified in Exhibit C to Attachment 1.
Page 10
Exhibit A to Attachment 1
Benedict 41.6 KV Tap
Design, Installation, Ownership, Operation, and Maintenance Responsibilities
Description
Ownership
SCADA
Control
Responsibility
Maintenance
Responsibility
Financial
Responsibility
for
Construction
Financial
Responsibility
for
O&M
Financial
Responsibility
for
Future
Replacement
Responsibility
for
Engineering
Design and
Installation
CPEC
NOTE 1
CPEC
CPEC
CPEC
CPEC
CPEC
TRANSMISSION
1
Install new 3-way numbers 773,. 774, and
776 with 600 amp, motor operated 69 kV
switch and switch structure on OTP portion
of Neal to Max Jct 41.6 kV line.
2
Install grading structures (if needed) near
Point of Interconnection on OTP portion of
Neal Station to Max Junction 41.6 kV line.
3
Former Benedict 3-way switch and
associated structure replacement/rebuild*
OTP
N/A
OTP
CPEC
OTP
OTP
OTP/
CPEC*
N/A
OTP
CPEC
OTP
OTP
CPEC
w/ OTP written
approval after
review of design
and engineering
materials**
CPEC
w/ OTP written
approval after
review of design
and engineering
materials**
Note 1: Existing SCADA communication equipment will be adapted to allow SCADA control of the new switches. Central Power will
continue to own the communication equipment, will be responsible for modifications to the communication equipment, and Otter Tail
will continue to provide dispatching functions for the new switches.
* Existing switches 773, 774, & 776 as well as their motor operators are owned by Central Power and they will retain ownership of
any salvaged material. OTP will own any newly installed facilities that replace the former switch.
**OTP shall own the design and engineering documents, electronic and paper versions.
Exhibit B to Attachment 1
CEII MATERIAL
Exhibit C to Attachment 1
Benedict 41.6 KV Tap
Location / Site Ownership
Location:
Township name:
Township:
Range:
Section:
County:
State:
Point of Interconnection:
Andrews
150N
81W
18
McLean
North Dakota
As identified in Exhibit B to Attachment 1.
Site Ownership: Point of Interconnection site will be owned in fee by landowner and
CPEC will need to secure necessary land rights prior to construction of Interconnection
Facilities identified in this Attachment 1.