Seattle City Light Interconnection Agreement (Level 2-4)

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

Level 2, 3 and 4 Interconnection Agreement

This agreement (“Agreement”) is made and entered into this _____ day of ___________, 20___ (“Effective Date”)

by and between _____________________ (‘‘Interconnection Customer’’), a ______________ organized and

existing under the laws of the State of _______________, and Seattle City Light (‘‘Utility’’), an Electric Utility

existing under the laws of the State of Washington. Interconnection Customer and Utility each may be referred to

as a ‘‘Party,’’ or collectively as the ‘‘Parties.’’

Utility Contact Information

Seattle City Light

Asset Management Division

Attention: Manager, System Planning Department

700 Fifth Avenue, Suite 3200

P.O. Box 34023

Seattle, WA 98124-4023

Phone: (206) 684-3556 Fax: (206) 684-3040

Interconnection Customer Information

Interconnection Customer: ____________________________________________

Attention: _________________________________________________________

Address: __________________________________________________________

City: _______________________________ State: ______________ Zip: ______

Phone: ________________ Fax: _________________

Interconnection Customer Application No: _____________

Recitals:

Whereas, Interconnection Customer, as an Applicant, is proposing to develop a Generating Facility, or

generating capacity addition to an existing Generating Facility, consistent with the application completed

by Interconnection Customer on ________________; and

Whereas, Interconnection Customer desires to interconnect the Generating Facility with the Utility’s

Electrical Distribution System;

Now, therefore, in consideration of and subject to the mutual covenants contained herein, the Parties

agree as follows:

Article 1. Scope and Limitations of Agreement

1.1 This Agreement shall be used for all approved Level 2, Level 3, and Level 4 Interconnection

Applications according to the procedures set forth in the Interconnection Requirements. Capitalized terms

in this Agreement if not defined in the Agreement have the meanings set forth in the Interconnection

Requirements.

1.2 This Agreement governs the terms and conditions under which the Generating Facility will

interconnect to, and operate in parallel with, the Utility’s Electrical Distribution System.

1.3 This Agreement does not constitute an agreement to purchase or deliver the Interconnection

Customer’s power.

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

1.4 Nothing in this Agreement is intended to affect any other agreement between Utility and

Interconnection Customer.

1.5 Responsibilities of the Parties

1.5.1 The Parties shall perform all obligations of this Agreement in accordance with all applicable

laws and regulations, and operating requirements.

1.5.2 The Interconnection Customer shall arrange for the construction, interconnection, operation

and maintenance of the Generating Facility in accordance with the applicable manufacturer’s

recommended maintenance schedule, in accordance with this Agreement.

1.5.3 The Utility shall construct, own, operate, and maintain its Electrical Distribution System and

its facilities for interconnection (“Interconnection Facilities”) in accordance with this Agreement.

1.5.4 The Interconnection Customer agrees to arrange for the construction of the Generating

Facility or systems in accordance with applicable specifications that meet or exceed the National

Electrical Code, the American National Standards Institute, IEEE, Underwriters Laboratories, and

any operating requirements.

1.5.5 Each Party shall operate, maintain, repair, and inspect, and shall be fully responsible for the

facilities that it now or subsequently may own unless otherwise specified in the Exhibits to this

Agreement and shall do so in a manner so as to reasonably minimize the likelihood of a

disturbance adversely affecting or impairing the other Party.

1.5.6 Each Party shall be responsible for the safe installation, maintenance, repair and condition

of their respective lines and appurtenances on their respective sides of the Point of Common

Coupling.

1.6 Regulatory Coordination and Approvals

Regional approval may be required for certain new projects. It is the responsibility of the Interconnection

Customer to file for any approvals or licenses prior to construction and to meet any federal or regional

regulatory requirements. Copies of licenses, letter of approval, and associated study material should be

provided to the Utility. The Utility shall be made aware of any project modifications mandated by the

regulatory agencies so that additional studies may be performed. If the Interconnection Customer

believes that no regulatory approval is required, a written justification of that belief shall be provided to the

Utility.

1.7 Regional Study Requirements

The Interconnection Customer may be required to file with the Western Electricity Coordinating Council

(WECC) Planning Coordination Committee (PCC) to initiate regional approval for a project that has

regional significance. This procedure allows other regional entities to examine and study project plans

and comment on potential operational and capacity issues, as noted in Section III of the PCC Handbook,

as made available by WECC. If the Interconnection Customer is not a regional entity as defined by

WECC, and the project has an impact on the region, the Utility will file the required documentation with

WECC and shepherd the project through this process. The Utility is not responsible for any project delays

caused by this process.

Article 2. Inspection, Testing, Authorization, and Right of Access

2.1 Equipment Testing and Inspection

The Interconnection Customer shall arrange for the testing and inspection of the Generating Facility prior

to interconnection in accordance with IEEE Standard 1547.

2.2 Certificate of Completion

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

Prior to commencing parallel operation, the Interconnection Customer shall provide the Utility with a

Certificate of Completion substantially in the form of Attachment 4 of the Interconnection Requirements.

The Certificate of Completion must either be signed by an electrical inspector with the authority to

approve the interconnection or be accompanied by the electrical inspector’s own form authorizing

interconnection of the Generating Facility.

2.3 Authorization

The Interconnection Customer is authorized to commence parallel operation of the Generating Facility

when there are no contingencies noted in this Agreement remaining.

2.4 Parallel Operation Obligations

The Interconnection Customer shall abide by all permissible written rules and procedures developed by

the Utility which pertain to the parallel operation of the Generating Facility. In the event of conflicting

provisions, the Interconnection Requirements shall take precedence over a Utility’s rule or procedure,

unless such Utility rule or procedure is contained in an approved tariff, in which case the provisions of the

tariff shall apply. Copies of the Utility’s rules and procedures for parallel operation are provided as an

exhibit to this Agreement

2.4.1 Synchronization

The Interconnection Customer is responsible for synchronizing its equipment to the power system. During

all other conditions, the Generating Facility shall operate within approved procedures when connecting to

the system. For automatic or manual synchronization, voltage fluctuation shall meet IEEE standard 1547

and sync-checking shall be required to ensure that the unit properly synchronize to the power system.

2.4.2 Operational Requirements

All safety and operating procedures for joint use equipment shall be in compliance with the Occupational

Safety and Health Administration (OSHA) standard 29 CFR 1910.269, the National Electrical Safety Code

(NESC), Washington State Administrative Code (WAC rules), National Electrical Code (NEC), the

Washington Industrial Safety and Health Administration (WISHA) standard, the Seattle City Light “System

Operations Clearance Keep Open and Hold Open Procedures” brochure, and the Interconnection

Customer’s safety manuals.

2.4.3 Isolation Requirements

The Interconnection Customer shall not energize any of the Utility’s system line or equipment unless the

Utility’s System Control Center (SCC) specifically approves energization. If, for any reason, a protective

device operation separates the Generating Facility from the Utility’s system, the Interconnection Customer

shall contact the SCC before attempting to restore the connection to the system. Automatic re-closing is

not allowed. At the Connection Point, a disconnect switch shall be provided for the purpose of physically

and visibly isolating the Generating Facility from the Utility’s System. With the agreement between the

Utility and the Interconnection Customer, the disconnect switch may be installed at another location other

than the Connection Point, provided that the purpose described herein is satisfied. The device:

2.4.3.1 Shall be accessible by, and under the Utility’s SCC jurisdiction & control.

2.4.3.2 Shall be gang-operated, and shall be lockable in the open position by the Utility.

2.4.3.3 Shall be suitable for safe operation under the conditions of use.

2.4.3.4 Shall not be operated without advance notice to either party, unless an emergency

condition requires that the device be opened to isolate the Generating Facility.

2.5 Metering

The Interconnection Customer shall be responsible for the Utility’s reasonable and necessary cost for the

purchase, installation, operation, maintenance, testing, repair, and replacement of metering and data

acquisition equipment specified in exhibits of this Agreement. The Interconnection Customer's metering

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

(and data acquisition, as required) equipment shall conform to applicable industry rules and Operating

Requirements.

2.5.1 Large Solar Program. To be eligible for the Large Solar Program, a PV array must be

connected to the Interconnection Customer premises located within the Utility’s service territory

and be equipped with a two-way advanced meter capable of measuring both consumption and

outbound power exports.

2.6 Reactive Power

The Interconnection Customer shall design its Generating Facility to maintain a composite power delivery

at continuous rated power output at the Point of Common Coupling at a power factor within the range of

0.95 leading to 0.95 lagging.

2.7 Right of Access

At reasonable hours, and upon reasonable notice, or at any time without notice in the event of an

emergency or hazardous condition, the Utility shall have reasonable access to the Interconnection

Customer’s premises for any reasonable purpose in connection with the performance of the obligations

imposed on the Utility under this Agreement, or as is necessary to meet a legal obligation to provide

service to customers.

Article 3. Effective Date, Term, Termination, and Disconnection

3.1 Effective Date

This Agreement shall become effective upon execution by the Parties.

3.2 Term of Agreement

This Agreement shall remain in effect unless terminated earlier in accordance with Article 3.3 of this

Agreement.

3.3 Termination

No termination shall become effective until the Parties have complied with all applicable laws and

regulations applicable to such termination.

3.3.1 The Interconnection Customer may terminate this Agreement at any time by giving the

Utility twenty business days’ written notice.

3.3.2 Either Party may terminate this Agreement pursuant to Article 6.6.

3.3.3 Upon termination of this Agreement, the Generating Facility will be disconnected from the

Utility’s Electrical Distribution System. The termination of this Agreement shall not relieve either

Party of its liabilities and obligations, owed or continuing at the time of the termination.

3.3.4 The provisions of this Article shall survive termination or expiration of this Agreement.

3.4 Temporary Disconnection

The Utility may temporarily disconnect the Generating Facility from the Electrical Distribution System for

so long as reasonably necessary in the event one or more of the following conditions or events:

3.4.1 Emergency Conditions: “Emergency Condition” shall mean a condition or situation:

(1) that in the judgment of the Party making the claim is imminently likely to endanger life or

property; or

(2) that, in the case of Utility, is imminently likely (as determined in a non-discriminatory manner)

to cause a material adverse effect on the security of the Utility’s Interconnection Facilities or

damage to the Utility’s Electrical Distribution System, or

(3) that, in the case of the Interconnection Customer, is imminently likely (as determined in a

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

nondiscriminatory manner) to cause a material adverse effect on the security of, or damage to,

the Generating Facility. Under emergency conditions, the Utility or the Interconnection Customer

may immediately suspend interconnection service and temporarily disconnect the Generating

Facility. The Utility shall notify the Interconnection Customer promptly when it becomes aware of

an Emergency Condition that may reasonably be expected to affect the Interconnection

Customer’s operation of the Generating Facility. The Interconnection Customer shall notify the

Utility promptly when it becomes aware of an Emergency Condition that may reasonably be

expected to affect the Utility’s Electrical Distribution System. To the extent information is known,

the notification shall describe the Emergency Condition, the extent of the damage or deficiency,

the expected effect on the operation of both Parties’ facilities and operations, its anticipated

duration, and any necessary corrective action.

3.4.2 Routine Maintenance, Construction, and Repair: The Utility may interrupt interconnection

service or curtail the output of the Generating Facility and temporarily disconnect the Generating

Facility from the Utility’s Electrical Distribution System when necessary for routine maintenance,

construction, and repairs on the Utility’s Electrical Distribution System. The Utility shall provide

the Interconnection Customer with five business days notice prior to such interruption. The Utility

shall use reasonable efforts to coordinate such repair or temporary disconnection with the

Interconnection Customer.

3.4.3 Forced Outages: During any forced outage, the Utility may suspend interconnection service

to effect immediate repairs on the Utility’s Electrical Distribution System. The Utility shall use

reasonable efforts to provide the Interconnection Customer with prior notice. If prior notice is not

given, the Utility shall, upon request, provide the Interconnection Customer written documentation

after the fact explaining the circumstances of the disconnection.

3.4.4 Adverse Operating Effects: The Utility shall provide the Interconnection Customer with a

written notice of its intention to disconnect the Generating Facility if, based on good utility

practice, the Utility determines that operation of the Generating Facility will likely cause

unreasonable disruption or deterioration of service to other Utility customers served from the

same electrical distribution system, or if operating the Generating Facility could cause damage to

the Electrical Distribution System. Supporting documentation used to reach the decision to

disconnect shall be provided to the Interconnection Customer upon request. The Utility may

disconnect the Generating Facility if, after receipt of the notice, the Interconnection Customer fails

to remedy the adverse operating effect within a reasonable time which shall be at least five

business days from the date the Interconnection Customer receives the Utility’s written notice

supporting the decision to disconnect, unless emergency conditions exist in which case the

provisions of Article 3.4.1 apply.

3.4.5 Modification of the Generating Facility: The Interconnection Customer must receive written

authorization from Utility before making any change to the Generating Facility that may have a

material impact on the safety or reliability of the Utility’s Electrical Distribution System. Such

authorization shall not be unreasonably withheld. Modifications shall be completed in accordance

with good utility practice. If the Interconnection Customer makes such modification without the

Utility’s prior written authorization, the latter shall have the right to temporarily disconnect the

Generating Facility. If disconnected, the Generating Facility will not be reconnected until the

unauthorized modifications are authorized or removed.

3.4.5.1 Changes to Interconnection Customer-Supplied Information If there are any

changes in data previously supplied pursuant to these connection requirements, the

Interconnection Customer shall notify the utility in writing prior to 30 days. This notification

shall include:

• The time and date when the change that might impact Seattle City Light is expected to

become effective, and

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

• If the change is only temporary, an estimate of the time and date at which the data shall

revert to the previously supplied form.

A request for a change in Connection Point to the Utility’s System and level of generation shall be

submitted as a new request. A new completion date shall be negotiated with the Interconnection

Customer when Project data is changed. The Utility may request load growth projections after the initial

connection is made. This will require an annual submittal by the Interconnection Customer detailing the

load projections for each of next 5 to 10 years.

3.4.6 Reconnection: The Parties shall cooperate with each other to restore the Generating Facility,

Interconnection Facilities, and the Utility’s Electrical Distribution System to their normal operating state as

soon as reasonably practicable following a temporary disconnection.

Article 4. Cost Responsibility for Interconnection Facilities and Distribution upgrades

4.1 Interconnection Facilities

4.1.1 The Interconnection Customer shall pay for the cost of the interconnection facilities itemized

in the Exhibits to this Agreement (“Interconnection Facilities”). If a facilities study was performed,

the Utility shall identify its Interconnection Facilities necessary to safely interconnect the

Generating Facility with the Utility’s Electrical Distribution System, the cost of those facilities, and

the time required to build and install those facilities.

4.1.2 The Interconnection Customer shall be responsible for its share of all reasonable expenses,

including overheads, associated with (1) owning, operating, maintaining, repairing, and replacing

its Interconnection Equipment Package, and (2) operating, maintaining, repairing, and replacing

the Utility’s Interconnection Facilities as set forth in any exhibits to this Agreement.

4.2 Distribution upgrades The Utility shall design, procure, construct, install, and own any

Electrical Distribution System upgrades (“Utility Upgrades”). The actual cost of the Utility

Upgrades, including overheads, shall be directly assigned to the Interconnection Customer.

Article 5. Billing, Payment, Milestones, and Financial Security

5.1 Billing and Payment Procedures and Final Accounting

5.1.1 The Utility shall bill the Interconnection Customer for the design, engineering, construction,

and procurement costs of the Utility-provided Interconnection Facilities and Utility Upgrades

contemplated by this Agreement as set forth in the exhibits to this Agreement, on a monthly

basis, or as otherwise agreed by the Parties. The Interconnection Customer shall pay each bill

within thirty calendar days of receipt, or as otherwise agreed by the Parties.

5.1.2 Within ninety (90) calendar days of completing the construction and installation of the

Utility’s Interconnection Facilities and Utility Upgrades described in the exhibits to this Agreement,

the Utility shall provide the Interconnection Customer with a final accounting report of any

difference between

(1) the actual cost incurred to complete the construction and installation and the budget estimate

provided to the Interconnection Customer and

(2) the Interconnection Customer’s previous deposit and aggregate payments to the Utility for

such Interconnection Facilities and Utility Upgrades. The Utility shall provide a written explanation

for any actual cost exceeding a budget estimate by 20% or more. If the Interconnection

Customer’s cost responsibility exceeds its previous deposit and aggregate payments, the Utility

shall invoice the Interconnection Customer for the amount due and the Interconnection Customer

shall make payment to the Utility within thirty calendar days. If the Interconnection Customer’s

previous deposit and aggregate payments exceed its cost responsibility under this Agreement,

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

the Utility shall refund to the Interconnection Customer an amount equal to the difference within

thirty (30) calendar days of the final accounting report.

5.1.3 Large Solar Program.

The Interconnection Customer operating solar photovoltaic (PV) arrays sized larger than 100 kW

and not greater than 2 MW, measured in AC, shall be billed and credited according to the

following provisions:

5.1.3.1 The Interconnection Customer’s two-way advanced meter will measure

accumulated kilowatt hours of inbound retail consumption and outbound exported power.

5.1.3.2 any electricity produced by the Interconnection Customer’s solar PV array may be

used to reduce inbound retail electricity consumption at the Interconnection Customer’s

rate schedule for electric service.

5.1.3.3 Electricity generated in excess of that consumed by the Interconnection Customer

may be exported to the Utility’s system. Accumulated kilowatt-hours of exported

electricity shall be measured by the advanced meter and each customer will be credited

for exported electricity according the same Large Customer Solar Export rate, which

reflects the value of the power and grid benefits. The rate for all Interconnection

Customers will be the same according to the effective date provided in Seattle Municipal

Code Section 21.49.083, regardless of the beginning date of the interconnection

agreement between the Utility and the customer and may be updated over time, but will

initially be set as the following:

Effective

January 1, 2020

Export Credit cents per kWh

3.16

5.1.3.4 The Interconnection Customer shall retain ownership of all environmental social

and other non-power attributes of the electricity produced by their PV system, irrespective

of whether it is consumed on-site or exported.

5.1.3.5 The Interconnection Customer totalizing multiple meters per Seattle Municipal

Code Section 31.49.090 may integrate their PV array into their totalized service.

Otherwise, meter aggregation across multiple Interconnection Customer premises shall

not be permitted.

5.3.1.6 The Interconnection Customers that permit and complete buildings under the

terms of the Living Building Pilot outlined in SMC 32.40.060, or receive Living Building

Challenge certification for a building within Utility service areas outside the City of Seattle

before December 31, 2025 will receive annual net metering as described in SMC

21.49.092. The maximum solar array allowed under this provision is 250 kW. Affordable

housing performing under high efficiency standards can be considered for a higher net

metered threshold on a case-by-case basis by the Utility.

5.1.3.7 The program will remain open for eligible Interconnection Customers until at least

December 31, 2021. Until December 31, 2035, the Utility will honor the terms of the large

solar program for interconnected participants and guarantee an annual export rate of at

least 1.8 cents per kWh.

5.2 Interconnection Customer Deposit

At least twenty business days prior to the commencement of the design, procurement, installation, or

construction of a discrete portion of the Utility’s Interconnection Facilities and Utility Upgrades, the

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

Interconnection Customer shall provide the Utility with a deposit equal to twenty (20) percent of the cost

estimated for its Interconnection Facilities prior to its beginning design of such facilities.

5.3 Milestones

Both Parties shall agree on milestones for which each Party is responsible and list them in the exhibits of

this Agreement. A Party's obligations under this provision may be extended by agreement. If a Party

anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure Event, it

shall immediately notify the other Party of the reason(s) for not meeting the milestone and

(1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and

(2) requesting appropriate amendments to the exhibit. The Party affected by the failure to meet a

milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer

significant uncompensated economic or operational harm from the delay,

(1) attainment of the same milestone has previously been delayed, or

(2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted

notwithstanding the circumstances explained by the Party proposing the amendment.

5.4 Financial Security Arrangements for Interconnection Sized 1 MW and Greater

At least 20 Business Days prior to the commencement of the design, procurement, installation, or

construction of a discrete portion of the Utility’s Interconnection Facilities and Upgrades, the

Interconnection Customer shall provide the Utility, at the Interconnection Customer's option, a guarantee,

which is made by an entity that meets the creditworthiness requirements of the Utility, and contain terms

and conditions that guarantee payment of any amount that may be due from the Interconnection

Customer up to an agreed-to maximum amount, a surety bond, or a letter of credit from a bank with at

least an “A” credit rating from two or more major credit rating agencies (e.g., Moody’s and S & P), or other

form of security that is reasonably acceptable to the Utility and is consistent with the Uniform Commercial

Code of the jurisdiction where the Point of Interconnection is located. Such security for payment shall be

in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the

applicable portion of the Utility’s Interconnection Facilities and Upgrades and shall be reduced on a dollar-

for-dollar basis for payments made to the Utility under this Agreement during its term. The Utility may

draw on any such security to the extent that the Interconnection Customer fails to make any payments

under this Agreement.

Article 6. Assignment, Liability, Indemnity, Force Majeure, Consequential Damages, and Default

6.1 Assignment

This Agreement may be assigned by either Party as provided below upon fifteen business days’

prior written notice to the other Party.

6.1.1 Either Party may assign this Agreement without the consent of the other Party to any

affiliate of the assigning Party and with the legal authority and operational ability to satisfy the

obligations of the assigning Party under this Agreement;

6.1.2 The Interconnection Customer shall have the right to assign this Agreement, without the

consent of the Utility, for collateral security purposes to aid in providing financing for the

Generating Facility;

6.1.3 For a Generating Facility offsetting part or all of the load of a utility customer at a given site,

that customer is the Interconnection Customer and that customer may assign its Interconnection

Agreement to a subsequent occupant of the site. For a Generating Facility providing energy

directly to a Utility, the Interconnection Customer is the owner of the Generating Facility and may

assign its Interconnection Agreement to a subsequent owner of the Generating Facility.

Assignment is only effective after the assignee provides written notice of the assignment to the

Utility and agrees to accept the Interconnection Customer’s responsibilities under this

Interconnection Agreement.

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

6.1.4 All other assignments shall require the prior written consent of the non-assigning Party, and

such consent shall not be unreasonably withheld.

6.1.5 Any attempted assignment that violates this Article is void and ineffective. Assignment shall

not relieve a Party of its obligations, nor shall a Party’s obligations be enlarged, in whole or in

part, by reason thereof. An assignee is responsible for meeting the same obligations as the

Interconnection Customer.

6.2 Limitation of Liability

Each Party’s liability to the other Party for any loss, cost, claim, injury, liability, or expense, including

reasonable attorney’s fees, relating to or arising from any act or omission in its performance of this

Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either

Party be liable to the other Party for any indirect, special, consequential, or punitive damages, except as

specifically authorized by this Agreement.

6.3 Indemnity

6.3.1 This provision protects each Party from liability incurred to third Parties as a result of

carrying out the provisions of this Agreement. Liability under this provision is exempt from the

general limitations on liability found in Article 6.2.

6.3.2 Each Party shall at all times indemnify, defend, and hold the other Party harmless from, any

and all damages, losses, claims, including claims and actions relating to injury to or death of any

person or damage to property, demand, suits, recoveries, costs and expenses, court costs,

attorney fees, and all other obligations by or to third parties, arising out of or resulting from the

indemnified Party’s) action or failure to meet its obligations under this Agreement on behalf of the

indemnifying Party, except in cases of gross negligence or intentional wrongdoing by the

indemnified Party.

6.3.3 If an indemnified Party is entitled to indemnification under this Article as a result of a claim

by a third party, the indemnifying Party shall, after reasonable notice from the indemnified Party,

assume the deference of such claim. If the indemnifying Party fails, after notice and reasonable

opportunity to proceed under this Article, to assume the defense of such claim, the indemnified

Party may at the expense of the indemnifying Party contest, settle or consent to the entry of any

judgment with respect to, or pay in full, such claim.

6.3.4 If the indemnifying Party is obligated to indemnify and hold the indemnified Party harmless

under this Article, the amount owing to the indemnified Party shall be the amount of such

indemnified Party’s actual loss, net of any insurance or other recovery. 6.3.5 Promptly after

receipt of any claim or notice of the commencement of any action or administrative or legal

proceeding or investigation as to which the indemnity provided for in this Article may apply, the

indemnified Party shall notify the indemnifying Party of such fact. Any failure of or delay in such

notification shall not affect a Party’s indemnification obligation unless such failure or delay is

materially prejudicial to the indemnifying Party.

6.4 Consequential Damages

Neither Party shall be liable under any provision of this Agreement for any losses, damages, costs or

expenses for any special, indirect, incidental, consequential, or punitive damages, including but not

limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary

equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict

liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to

the other Party under another agreement will not be considered to be special, indirect, incidental, or

consequential damages hereunder.

6.5 Force Majeure

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

6.5.1 As used in this Article, a Force Majeure Event shall mean any act of God, labor disturbance,

act of the public enemy, war, acts of terrorism, insurrection, riot, fire, storm or flood, explosion,

breakage or accident to machinery or equipment, any order, regulation or restriction imposed by

governmental, military or lawfully established civilian authorities, or any other cause beyond a

Party’s control. A Force Majeure Event does not include an act of negligence or intentional

wrongdoing.

6.5.2 If a Force Majeure Event prevents a Party from fulfilling any obligations under this

Agreement, the Party affected by the Force Majeure Event (“Affected Party”) shall promptly notify

the other Party of the existence of the Force Majeure Event. The notification must specify in

reasonable detail the circumstances of the Force Majeure Event, its expected duration, and the

steps that the Affected Party is taking to mitigate the effects of the event on its performance, and

if the initial notification was verbal, it should be promptly followed up with a written notification.

The Affected Party shall keep the other Party informed on a continuing basis of developments

relating to the Force Majeure Event until the event ends. The Affected Party will be entitled to

suspend or modify its performance of obligations under this Agreement (other than the obligation

to make payments) only to the extent that the effect of the Force Majeure Event cannot be

reasonably mitigated by the Affected Party. The Affected Party shall use reasonable efforts to

resume its performance as soon as possible.

6.6 Default

6.6.1 Default exists where a Party has materially breached any provision of this Agreement,

except that no default shall exist where a failure to discharge an obligation (other than the

payment of money) is the result of a Force Majeure Event as defined in this Agreement, or the

result of an act or omission of the other Party.

6.6.2 Upon a default, the non-defaulting Party shall give written notice of such default to

the defaulting Party. Except as provided in Article 6.6.3, the defaulting Party shall have 60

calendar days from receipt of the default notice within which to cure such default; provided

however, if such default is not capable of cure within 60 calendar days, the defaulting Party shall

commence efforts to cure within 20 calendar days after notice and continuously and diligently

pursue such cure within six months from receipt of the default notice; and, if cured within such

time, the default specified in such notice shall cease to exist.

6.6.3 If a default is not cured as provided in this Article, or if a default is not capable of being

cured within the period provided for herein, the non-defaulting Party shall have the right to

terminate this Agreement by written notice at any time until cure occurs, and be relieved of any

further obligation hereunder and, whether or not that Party terminates this Agreement, to recover

from the defaulting Party all amounts due hereunder, plus all other damages and remedies to

which it is entitled at law or in equity. The provisions of this Article will survive termination of this

Agreement.

Article 7. Insurance

The Interconnection Customer is not required to provide insurance coverage for utility damages beyond the

amounts listed in Section J of the Interconnection Requirements as part of this Agreement, nor is the

Interconnection Customer required to carry general liability insurance as part of this Agreement or any other Utility

requirement. It is, however, recommended that the Interconnection Customer protect itself with liability insurance.

Article 8. Dispute Resolution

Any dispute arising from or under the terms of this Agreement shall be subject to the dispute resolution

procedures contained in section K of the Interconnection Requirements, under Dispute Resolution.

Article 9. Miscellaneous

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

9.1 Governing Law, Regulatory Authority, and Rules The validity, interpretation and enforcement of this

Agreement and each of its provisions shall be governed by the laws of the State of Washington (where

the Point of Interconnection is located), without regard to its conflicts of law principles. This Agreement is

subject to all applicable laws and regulations. Each Party expressly reserves the right to seek changes in,

appeal, or otherwise contest any laws, orders, or regulations of a governmental authority.

9.2 Amendment

The Parties may only amend this Agreement by a written instrument duly executed by both Parties.

9.3 No Third-Party Beneficiaries

This Agreement is not intended to and does not create rights, remedies, or benefits of any character

whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the

obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest,

and, where permitted, their assigns.

9.4 Waiver

9.4.1 The failure of a Party to this Agreement to insist, on any occasion, upon strict performance

of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty

of, or imposed upon, such Party.

9.4.2 Any waiver at any time by either Party of its rights with respect to this Agreement shall not

be deemed a continuing waiver or a waiver with respect to any failure to comply with any other

obligation, right, or duty of this Agreement. Termination or default of this Agreement for any

reason by the Interconnection Customer shall not constitute a waiver of the Interconnection

Customer’s legal rights to obtain an interconnection from the Utility. Any waiver of this Agreement

shall, if requested, be provided in writing.

9.5 Entire Agreement

This Agreement, including all exhibits, constitutes the entire Agreement between the Parties with

reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or

agreements, oral or written, between the Parties with respect to the subject matter of this Agreement.

There are no other agreements, representations, warranties, or covenants which constitute any part of

the consideration for, or any condition to, either Party’s compliance with its obligations under this

Agreement.

9.6 Multiple Counterparts

This Agreement may be executed in two or more counterparts, each of which is deemed an original but

all of which constitute one and the same Agreement.

9.7 No Partnership

This Agreement shall not be interpreted or construed to create an association, joint venture, agency

relationship, or partnership between the Parties nor to impose any partnership obligation or partnership

liability upon either Party. Neither Party shall have any right, power or authority to enter into any

agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to

otherwise bind, the other Party.

9.8 Severability

If any provision or portion of this Agreement shall for any reason be held or adjudged to be invalid or

illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority, (1) such

portion or provision shall be deemed separate and independent, (2) the Parties shall negotiate in good

faith to restore, insofar as practicable, the benefits to each Party that were affected by such ruling, and (3)

the remainder of this Agreement shall remain in full force and effect.

9.9 Environmental Releases

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

Each Party shall notify the other Party, first orally and then in writing, of the release any hazardous

substances, any asbestos or lead abatement activities, or any type of remediation activities related to the

Generating Facility or the Interconnection Facilities, each of which may reasonably be expected to affect

the other Party. The notifying Party shall (1) provide the notice as soon as practicable, provided such

Party makes a good faith effort to provide the notice no later than 24 hours after such Party becomes

aware of the occurrence, and (2) promptly furnish to the other Party copies of any publicly available

reports filed with any governmental authorities addressing such events.

9.10 Subcontractors

Nothing in this Agreement shall prevent a Party from utilizing the services of any subcontractor as it

deems appropriate to perform its obligations under this Agreement; provided, however, that each Party

shall require its subcontractors to comply with all applicable terms and conditions of this Agreement in

providing such services and each Party shall remain liable for the performance of such subcontractor.

9.10.1 The creation of any subcontract relationship shall not relieve the hiring Party of any of its

obligations under this Agreement. The hiring Party shall be fully responsible to the other Party for

the acts or omissions of any subcontractor the hiring Party hires as if no subcontract had been

made; provided, however, that in no event shall Utility be liable for the actions or inactions of the

Interconnection Customer or its subcontractors with respect to obligations of the Interconnection

Customer under this Agreement. Any applicable obligation imposed by this Agreement upon the

hiring Party shall be equally binding upon, and shall be construed as having application to, any

subcontractor of such Party.

9.10.2 The obligations under this Article will not be limited in any way by any limitation of

subcontractor’s insurance.

Article 10. Notices

10.1 General Unless otherwise provided in this Agreement, any written notice, demand, or request

required or authorized in connection with this Agreement (“Notice”) shall be deemed properly given if

delivered in person, delivered by recognized national currier service, or sent by first class mail, postage

prepaid, to the person specified below:

Interconnection Customer: _________________________________________________

Attention: _________________________________________________________

Address: __________________________________________________________

City: _____________________________ State:____________ Zip:____________

Phone: ___________________________ Fax: ____________________________

E-mail____________________________________________________________

Utility: Seattle City Light

Asset Management Division

Attention: Manager, System Planning Department

700 Fifth Avenue, Suite 3200

P.O. Box 34023 Seattle, WA 98124-4023

Phone: (206) 684-3556 Fax: (206) 684-3040

Email: SCLInterconnection@seattle.gov

10.2 Billing and Payment

Billings and payments to Interconnection Customer shall be sent to the address provided in

Section 10.1 unless an alternative address is provided here:

Seattle City Light Interconnection Agreement (Level 2-4) – Terms and Conditions

Interconnection Customer: _____________________________________________

Attention: __________________________________________________________

Address: __________________________________________________________

City: _____________________________ State:____________ Zip:____________

Phone: ___________________________ Fax: ____________________________

E-mail: ____________________________________________________________

10.3 Designated Operating Representative

The Parties may also designate operating representatives to conduct the communications which may be

necessary or convenient for the administration of this Agreement. This person will also serve as the point

of contact with respect to operations and maintenance of the Party’s facilities.

Interconnection Customer’s operating representative:_______________________

Attention: __________________________________________________________

Address: __________________________________________________________

City: _____________________________ State:____________ Zip:____________

Phone: ___________________________ Fax: ____________________________

E-mail: ____________________________________________________________

Utility’s Operating Representative:

System Control Center, Seattle City Light

Attention: Director, System Operations

Address: 614 NW 46th Street Seattle, WA 98107

Phone: (206) 706-0240 Fax: (206) 706-0144

E-mail: SCLSystemOperations@seattle.gov

Article 11. Signatures

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly

authorized representatives.

For Seattle City Light:

Signature: ________________________________________ Date: ____________________

Name (printed): ____________________________________________________

For the Interconnection Customer:

Signature: ________________________________________ Date: ____________________

Name (printed): _______________________________

Title: ___________________________________________