Original Service Agreement No. 886
INTERCONNECTION AGREEMENT
entered into by the
ENTERGY SERVICES, INC.
and
MISSISSIPPI DELTA ENERGY AGENCY/
CLARKSDALE/YAZOO CITY
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
INTERCONNECTION AND OPERATING AGREEMENT
BETWEEN
ENTERGY SERVICES, INC.
AS AGENT FOR
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
AND
MISSISSIPPI DELTA ENERGY AGENCY,
CLARKSDALE PUBLIC UTILITIES COMMISSION
OF THE CITY OF CLARKSDALE, MISSISSIPPI, AND
THE PUBLIC SERVICE COMMISSION OF YAZOO CITY
OF THE CITY OF YAZOO CITY, MISSISSIPPI
Dated: May 1, 2001
First Revised Service Agreement No. 244
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Effective Date: May 1, 2001
TABLE OF CONTENTS
Page
RECITALS............................................................................................................................... 2
ARTICLE 1 DEFINITIONS AND PROVISIONS OF THE TARIFF ................................. 4
1.1 Inclusion of Terms and Definitions in Tariff. ........................................................... 4
1.2 Additional Definitions.............................................................................................. 4
1.2.1 Confidential Information ........................................................................ 4
1.2.2 Data Acquisition Equipment ..................................................................... 5
1.2.3 Customer Control Area ............................................................................. 5
1.2.4 Customer’s Energy Control Center ........................................................... 5
1.2.5 Emergency ............................................................................................... 5
1.2.6 Force Majeure ......................................................................................... 6
1.2.7 Interconnection Facilities ........................................................................ 6
1.2.8 Interconnection Service ........................................................................... 7
1.2.9 Metering Equipment ................................................................................. 7
1.2.10 Optional System Upgrades .................................................................... 7
1.2.11 Points of Interconnection ...................................................................... 8
1.2.12 Protective Equipment .............................................................................. 8
1.2.13 Required System Upgrades ................................................................... 8
1.2.14 System Upgrades ................................................................................... 8
1.2.15 Transmission System. ............................................................................ 8
ARTICLE 2 TERM ................................................................................................................. 9
2.1 Effective Date ........................................................................................................ 9
2.2 Term ...................................................................................................................... 9
2.2.1 General.................................................................................................... 9
2.2.2 Termination Upon Default ..................................................................... 9
2.2.3 Material Adverse Change .................................................................... 10
2.3 Commencement of Service..................................................................................... 10
2.3.1 Control Area Services ............................................................................. 10
2.3.2 Service to Customer’s Existing System and Facilities ............................. 11
2.3.3 Service to New Facilities ......................................................................... 12
2.4 Effect of Termination............................................................................................ 12
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TABLE OF CONTENTS
Page
ARTICLE 3 CONTROL AREA AND DATA EQUIPMENT ............................................. 13
3.1 Control Area Equipment .................................................................................... 13
3.2 Control Area Data .............................................................................................. 13
3.3 Customer/Provider Data Link ............................................................................ 13
3.4 Computer Modifications..................................................................................... 14
3.5 Notification and Coordination Prior To Commencement Of Work ................. 14
ARTICLE 4 METERING ..................................................................................................... 15
4.1 Metering Equipment........................................................................................... 15
ARTICLE 5 OPERATING COMMITTEE ......................................................................... 16
5.1 Operating Committee ......................................................................................... 16
5.1.1 Duties .................................................................................................... 16
5.1.2 Operating Committee Agreements ...................................................... 17
5.2 Dispute Resolution .............................................................................................. 17
ARTICLE 6 OPERATIONS ................................................................................................. 17
6.1 General ................................................................................................................. 17
6.2 Provider Obligations ............................................................................................ 18
6.3 Customer Obligations .......................................................................................... 18
6.4 Access Rights........................................................................................................ 18
6.5 Switching and Tagging Rules .............................................................................. 18
6.6 Regulation of Transfer of Electric Capacity and Energy ................................... 19
6.7 Generating Facilities ............................................................................................ 19
6.8 Voltage Support ................................................................................................... 19
6.9 Other Operational Data Requirements ............................................................... 20
6.10 Maintenance Of Metering Equipment ............................................................. 20
6.10.1 Metering Equipment Standards: ....................................................... 21
6.11 Notification and Coordination Prior to Commencement of Maintenance....... 21
6.12 Interchange and Transmission Service Scheduling .......................................... 21
6.13 Protection and System Quality .......................................................................... 22
6.13.1 Requirements for Protection ............................................................... 22
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TABLE OF CONTENTS
Page
6.13.2 System Quality..................................................................................... 23
6.13.3 Inspection............................................................................................. 23
6.14 Outages, Interruptions, and Disconnection ..................................................... 24
6.14.1 Outage Authority and Coordination. ................................................ 24
6.14.2 Outage Restoration............................................................................. 24
6.14.3 Interruption ........................................................................................ 25
6.14.4 Continuity of Service ......................................................................... 25
6.15 Emergencies ....................................................................................................... 26
6.15.1 Obligations ........................................................................................... 26
6.15.2 Notice ................................................................................................... 26
6.15.3 Immediate Action ................................................................................ 27
6.15.4 Provider Authority .............................................................................. 27
6.15.5 MDEA/Cities Authority ...................................................................... 27
ARTICLE 7 FORCE MAJEURE ......................................................................................... 28
7.1 Notification.......................................................................................................... 28
7.2. Effect of Force Majeure. .................................................................................... 28
ARTICLE 8 COST RESPONSIBILITY .............................................................................. 28
8.1 Costs ..................................................................................................................... 28
8.2 On-Going Maintenance ........................................................................................ 29
ARTICLE 9 MODIFICATIONS, CONSTRUCTION, AND SYSTEM UPGRADES ....... 29
9.1 Modifications ...................................................................................................... 29
9.1.1 General.................................................................................................. 29
9.2 Construction of Interconnection Facilities ......................................................... 30
9.2.1 Land Rights .......................................................................................... 30
9.2.2 Equipment Design and Construction .................................................. 31
9.2.3 Ownership............................................................................................. 32
9.3 System Upgrades................................................................................................. 32
9.3.1 Third Party Payment for System Upgrade Projects............................ 33
9.3.2. Credits for Optional System Upgrades ............................................... 35
9.4 Drawings ............................................................................................................. 37
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TABLE OF CONTENTS
Page
ARTICLE 10 INDEMNIFICATION AND LIMITATION OF LIABILITY ...................... 37
ARTICLE 11 UNILATERAL CHANGES AND MODIFICATIONS ................................ 40
11.1 Unilateral Changes And Modifications ............................................................ 40
ARTICLE 12 BREACH, CURE AND DEFAULT .............................................................. 40
12.1 General ............................................................................................................... 40
12.2 Events of Breach ................................................................................................ 40
12.3 Continued Operation ......................................................................................... 41
12.4 Cure and Default:............................................................................................... 41
12.5 Right to Compel Performance ........................................................................... 42
ARTICLE 13 TERMINATION ............................................................................................ 42
13.1 Expiration of Term ........................................................................................... 42
13.2 Termination....................................................................................................... 42
13.3 Survival of Rights.............................................................................................. 43
ARTICLE 14 GENERAL PROVISIONS ............................................................................ 43
14.1 General: .............................................................................................................. 43
14.1.1 Disturbances......................................................................................... 43
14.1.2 Billing And Payment ............................................................................ 43
14.1.3 Expanded Network Operations ............................................................ 43
ARTICLE 15 CONFIDENTIALITY .................................................................................... 44
15.1 Term .................................................................................................................. 44
15.2 Scope.................................................................................................................. 44
15.3 Release of Confidential Information ................................................................ 45
15.4 Rights ................................................................................................................ 45
15.5 No Warranties ................................................................................................... 45
15.6 Standard of Care............................................................................................... 45
15.7 Order of Disclosure ........................................................................................... 46
15.8 Termination of Agreement ............................................................................... 46
15.9 Remedies ........................................................................................................... 46
ARTICLE 16 AUDIT RIGHTS ............................................................................................ 47
16.1 General. .............................................................................................................. 47
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Page
16.2 Audit Rights With Respect to Alliance Agreements or Arrangements. ........... 47
ARTICLE 17 NOTICES ....................................................................................................... 48
ARTICLE 18 MISCELLANEOUS....................................................................................... 49
18.1 Waiver ................................................................................................................ 49
18.2 Governing Law .................................................................................................. 49
18.3 Headings Not To Affect Meaning ...................................................................... 49
18.4 Amendments ...................................................................................................... 49
18.5 Entire Agreement ............................................................................................... 50
18.6 Binding Effect .................................................................................................... 50
18.7 Conflicts............................................................................................................. 50
APPENDIX A INTERCONNECTION FACILITIES.......................................................... 52
APPENDIX B SYSTEM UPGRADES ................................................................................. 57
APPENDIX C METERING EQUIPMENT ......................................................................... 62
APPENDIX D ADDITIONAL INSURED ENDORSEMENT ............................................. 67
APPENDIX E DEDICATED FACILITIES CHARGE ....................................................... 68
v
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 1
INTERCONNECTION AND OPERATING AGREEMENT
BETWEEN
ENTERGY SERVICES, INC.
AS AGENT FOR
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
AND
MISSISSIPPI DELTA ENERGY AGENCY,
CLARKSDALE PUBLIC UTILITIES COMMISSION
OF THE CITY OF CLARKSDALE, MISSISSIPPI, AND
THE PUBLIC SERVICE COMMISSION OF YAZOO CITY
OF THE CITY OF YAZOO CITY, MISSISSIPPI
This Interconnection and Operating Agreement (“Agreement”), dated as of May 1, 2001, is
entered into by and between Entergy Services, Inc. (“Entergy Services”), acting as agent for the
Entergy Utility Operating Companies (Entergy Arkansas, Inc., a corporation organized and existing
under the laws of the State of Arkansas; Entergy Gulf States, Inc., a corporation organized and existing
under the laws of the States of Louisiana and Texas; Entergy Louisiana, Inc., a corporation organized
and existing under the laws of the State of Louisiana; Entergy Mississippi, Inc., a corporation
organized and existing under the laws of the State of Mississippi; and Entergy New Orleans, Inc., a
corporation organized and existing under the laws of the State of Louisiana) (collectively, the
“Provider”), and the following parties: (1) Mississippi Delta Energy Agency (“MDEA”), a joint
action agency organized and existing under the laws of the State of Mississippi, composed of the
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 2
Clarksdale Public Utilities Commission of the City of Clarksdale, Mississippi (“Clarksdale”), and
the Public Service Commission of Yazoo City of the City of Yazoo City Mississippi (“Yazoo
City”); (2) Clarksdale; and (3) Yazoo City. Clarksdale and Yazoo City may be referred to as
“Cities”. MDEA, Clarksdale, and Yazoo City may be referred to collectively as MDEA/Cities.
Provider and MDEA/Cities may be referred to individually as a “Party” and collectively as the
“Parties”.
RECITALS
WHEREAS, the Provider is engaged in the business of generating, purchasing, transmitting,
and distributing electric power and energy in portions of the States of Arkansas, Louisiana, Mississippi,
and Texas;
WHEREAS, on July 9, 1996, Entergy Services, on behalf of the Provider, filed with the
Federal Energy Regulatory Commission (“FERC”) in Docket No. OA97-657-000 an Open Access
Transmission Tariff (“Tariff”), pursuant to which the Provider provides transmission service over the
Entergy Services Transmission System;
WHEREAS, the Tariff contemplates that Entergy Services will act as agent for the Entergy
Utility Operating Companies with respect to the administration of the Tariff, and the Entergy Utility
Operating Companies, in the Entergy System Agency Agreement, as amended, have authorized
Entergy Services to act as their agent with respect to the execution of new contracts and administration
of contracts under the Tariff;
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 3
WHEREAS, Entergy Services anticipates that the Tariff will be replaced and superseded
by a successor open access transmission tariff (“Successor Tariff”) administered by Entergy
Services, a successor organization, or a Regional Transmission Organization;
WHEREAS, Clarksdale and Yazoo City own and operate generation, transmission, and
distribution facilities in the Cities of Clarksdale and Yazoo City, Mississippi;
WHEREAS, prior to 1982, Clarksdale and Yazoo City each had individual
interconnection agreements with Mississippi Power & Light Company (“MP&L”), a former
operating company subsidiary of Entergy Corporation;
WHEREAS, in 1978, Clarksdale and Yazoo City joined with other Mississippi municipal
electric systems to form the Municipal Energy Agency of Mississippi (“MEAM”);
WHEREAS, MP&L and MEAM previously entered into the Interconnection Agreement
between Mississippi Power & Light Company and Municipal Energy Agency of Mississippi
(“MEAM/MP&L Interconnection Agreement”);
WHEREAS, Clarksdale and Yazoo City received interconnection service from Provider
under the MEAM/MP&L Interconnection Agreement until April 30, 2001;
WHEREAS, Clarksdale and Yazoo City terminated their membership in MEAM as of
August 25, 1998;
WHEREAS, Clarksdale and Yazoo City formed MDEA, a joint action agency, subsequent
to their withdrawal from MEAM, and Clarksdale, Yazoo City, and MDEA commenced
interconnected operations with Provider under this Agreement on May 1, 2001;
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 4
WHEREAS, MDEA/Cities expect to own, operate, or control additional interconnected
generation and transmission facilities in the future;
WHEREAS, MDEA/Cities intend to acquire control area services from a third-party
provider of such services;
WHEREAS, MDEA/Cities have requested interconnection with the Transmission System;
WHEREAS, Provider has agreed to provide interconnection service to the MDEA/Cities in
accordance with the terms of this Agreement and the Tariff; and
WHEREAS, under this Agreement and the Tariff, Provider will provide interconnection
services to MDEA, Clarksdale, and Yazoo City to replace the interconnection services that
Clarksdale and Yazoo City previously received under the MEAM/MP&L Interconnection
Agreement;
NOW, THEREFORE, Entergy Services, MDEA, and Cities agree as follows:
ARTICLE 1
DEFINITIONS AND PROVISIONS OF THE TARIFF
1.1
Inclusion of Terms and Definitions in Tariff. This Agreement, including any
attachments hereto, incorporates by reference all the provisions and definitions of the Tariff, as the
Tariff may currently exist or as it may be subsequently amended or superseded.
1.2
Additional Definitions. The following terms shall have the meanings set forth in this
Section 1.2 whenever they appear in capitalized text in this Agreement.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 5
1.2.1 Confidential Information: Any confidential, proprietary or trade secret
information of a plan, specification, pattern, procedure, design, device, list, concept, policy or
compilation relating to the present or planned business of a Party, which is designated as
confidential by the Party supplying the information, whether conveyed orally, electronically, in
writing, through inspection, or otherwise.
Confidential Information shall include, without
limitation, all information relating to a Party’s technology, research and development, business
affairs, and pricing, and any information supplied by either of the Parties to the other prior to the
execution of this Agreement.
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 orally informs the Party
receiving the information that the information is confidential.
1.2.2
Data Acquisition Equipment:
Supervisory control and data acquisition
equipment (“SCADA”), remote terminal units (“RTUs”) necessary to obtain information from a
Party’s facilities, telephone equipment, leased telephone circuits, fiber optic circuits, and other
communications equipment necessary to transmit data to/from remote locations, and any other
equipment or service necessary to provide for the telemetry and control requirements under this
Agreement. The Data Acquisition Equipment utilized by the Parties to implement this Agreement shall
monitor analog and digital signals reasonably deemed desirable by the Parties to implement the
provisions of this Agreement and to receive service under the Tariff.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
1.2.3
First Revised Service Agreement No. 244
Original Page No. 6
Customer Control Area: The Control Area operated by MDEA/Cities or the
entity providing control area services to MDEA/Cities.
1.2.4
Customer’s Energy Control Center: Shall mean the facility operated by
MDEA/Cities, or the entity providing control area services to MDEA/Cities, to carry out the duties
and responsibilities of operating a Control Area, as specified in this Agreement.
1.2.5 Emergency: Any abnormal system condition that requires automatic or
immediate manual action to prevent or limit loss of transmission facilities or generation supply
that could adversely affect the reliability of the Transmission System or the systems to which the
Transmission System is directly or indirectly connected; provided however, that the inability of
Provider to meet its load requirements because of insufficient generation resources shall not
constitute an Emergency.
1.2.6 Force Majeure.
An event or occurrence or circumstance beyond the
reasonable control of, and without the fault or negligence of, the Party claiming Force Majeure,
including, but not limited to, acts of God, labor dispute (including strikes), floods, earthquakes,
storms, fires, lightning, epidemics, wars, riots, civil disturbances, sabotage, acts of public enemy,
explosions, curtailments, orders, regulations or restrictions imposed by governmental, military, or
lawfully established civilian authorities, or any other event or cause which is beyond the claiming
Party’s reasonable control, and which wholly or in part prevents the claiming Party from
performing its obligations under this Agreement. Mere economic hardship of a Party does not
constitute Force Majeure. A Force Majeure event does not include an act of negligence or
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 7
intentional wrongdoing. Neither Party will be considered in Breach or Default (as defined in
Article 12) as to any obligation under this Agreement if prevented from fulfilling the obligation
due to an event of Force Majeure. However, a Party whose performance under this Agreement is
hindered by an event of Force Majeure shall make all reasonable efforts to perform its obligations
under this Agreement.
1.2.7 Interconnection Facilities. All facilities presently in place or presently
proposed to be installed, as identified in Appendix A, or facilities which are later installed, in order
to interconnect and deliver energy from the MDEA/Cities’ system to the Transmission System or
from the Transmission System to the MDEA/Cities’ system, including, but not limited to,
connection, distribution, engineering, administrative, transformation, switching, metering and
safety equipment.
1.2.8 Interconnection Service.
The services provided by the Provider to
interconnect the MDEA/Cities’ system with the Transmission System pursuant to the terms of this
Agreement.
The term does not include the right to obtain transmission service on the
Transmission System, which service shall be obtained in accordance with the provisions of the
Tariff. MDEA/Cities’ payment of the costs of Interconnection Facilities and System Upgrades
under this Agreement shall not constitute a prepayment for transmission services to be provided
by Provider under the Tariff.
1.2.9
Metering Equipment:
State-of-the-art (at the time of installation) high
accuracy solid state kW and kWh meters, metering cabinets, metering panels, conduits, cabling, high
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 8
accuracy current transformers, and high accuracy potential transformers which, directly or indirectly,
provide input to meters or transducers, meter recording devices (e.g., solid state data receivers),
telephone circuits, signal or pulse dividers, transducers, pulse accumulators, and any other equipment
necessary to implement the provisions of this Agreement and to receive service under the Tariff. All
the Metering Equipment currently in place or later installed by a Party shall conform to Provider’s
standards for similar installations.
1.2.10 Optional System Upgrades. Upgrades to the Transmission System that
have been identified as a result of a load flow analysis. MDEA/Cities have the option to elect or
to not elect to have Optional System Upgrades constructed. In the event MDEA/Cities elect to
pay for Optional System Upgrades (or delegate their collective payment obligations with respect
to Optional System Upgrades in accordance with Section 9.3.1), MDEA/Cities will be entitled to
credits against future transmission charges when transmission service is obtained under the Tariff.
1.2.11 Points of Interconnection.
The point or points where the system of
MDEA/Cities interconnects with the Provider’s Transmission System.
1.2.12 Protective Equipment: Includes, but shall not be limited to, protective relays,
relaying panels, relaying cabinets, circuit breakers, conduits, cabling, current transformers, potential
transformers, coupling capacitor voltage transformers, wave traps, transfer trip and fault recorders,
which directly or indirectly provide input to relays, fiber optic communications equipment, power line
carrier equipment and telephone circuits, and any other equipment necessary to implement the
protection provisions of this Agreement.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
1.2.13 Required System Upgrades.
First Revised Service Agreement No. 244
Original Page No. 9
Upgrades to the Provider Transmission
System that have been identified as necessary to accomplish interconnection, such as those
resulting from the short circuit/breaker rating analysis and the transient stability analysis. The cost
of Required System Upgrades shall be borne by MDEA/Cities.
1.2.14 System Upgrades. Optional System Upgrades or Required System
Upgrades.
1.2.15 Transmission System.
The transmission system comprising the
transmission systems of the Entergy Utility Operating Companies and operated by Entergy
Services or its successor.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 10
ARTICLE 2
TERM
2.1
Effective Date. Subject to required regulatory authorizations, including, without
limitation, acceptance by FERC under Section 205 of the Federal Power Act, this Agreement shall
become effective on May 1, 2001.
2.2
Term.
2.2.1 General. Subject to Section 2.1, this Agreement shall become effective on
May 1, 2001, and shall continue in effect for an initial term ending November 1, 2024. This
Agreement can be terminated by any Party at the end of such initial term by giving at least five (5)
years’ prior written notice of termination to the other Parties and shall, if not so terminated,
continue in effect after such initial term until terminated upon at least five (5) years’ prior written
notice of termination given by one Party to the other Parties; provided, however, that termination
shall not become effective unless and until FERC accepts notice of termination filed by the Party
seeking termination.
2.2.2 Termination Upon Default.
Notwithstanding Section 2.2.1, this
Agreement may be terminated upon a Party’s Default in accordance with the provisions of Article
12; provided, however, that termination shall not become effective unless and until FERC accepts
notice of termination filed by the Party seeking termination. Nothing in this Agreement shall
constitute a waiver of a Party’s right to intervene and/or protest a notice of termination of this
Agreement.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 11
2.2.3 Material Adverse Change. In the event of a material change in law or
regulation that adversely affects, or may reasonably be expected to adversely affect, either Party’s
performance under this Agreement, the Parties will negotiate in good faith any amendment or
amendments to this Agreement necessary to adapt the terms of this Agreement to such change in
law or regulation, and the Provider shall file such amendment or amendments with FERC. If the
Parties are unable to reach agreement on any such amendments, Provider shall have the right to
make a unilateral filing with FERC to modify this Agreement pursuant to Section 205 or any
other applicable provision of the Federal Power Act and FERC’s rules and regulations thereunder,
and MDEA/Cities shall have the right to make a unilateral filing with FERC to modify this
Agreement pursuant to Section 206 or any other applicable provision of the Federal Power Act
and FERC’s rules and regulations thereunder; provided that each Party shall have the right to
protest any such filing by the other Party and to participate fully in any proceeding before FERC
in which such modifications may be considered. Except as provided in Article 9, nothing in this
Agreement shall limit the rights of the Parties or of FERC under Sections 205 or 206 of the
Federal Power Act and FERC’s rules and regulations thereunder. For the purposes of this
section, a change to a tariff or rate schedule accepted or approved by FERC shall not constitute a
material change in law or regulation.
2.3
Commencement of Service:
2.3.1
Control Area Services. Prior to the commencement of service, MDEA/Cities
shall demonstrate that they have made adequate arrangements for required ancillary services necessary
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 12
to permit MDEA/Cities to operate their system while interconnected with the Transmission System in a
manner that will not compromise the reliability of service on the Transmission System. MDEA/Cities
shall contract for or have available to them resources that are capable of supplying generationrelated ancillary services and also are capable of supplying in real time any deviations between
MDEA/Cities’ generation schedules and the actual deliveries of electricity to the Transmission
System. To the extent MDEA/Cities fail to contract for or provide such generation-related
ancillary services to the reasonable satisfaction of Provider, MDEA/Cities shall be deemed to
take, and therefore shall acquire and pay for, such ancillary services pursuant to schedules 2
through 6 of the Tariff. To the extent MDEA/Cities fail to contract for or provide such generator
imbalance service to the satisfaction of Provider, MDEA/Cities shall be deemed to take, and
thereby shall acquire and pay for, such generator imbalance service from Provider pursuant to the
terms and conditions of the standard form of Generator Imbalance Agreement of the Entergy
Operating Companies then in effect and on file with FERC, which shall be deemed to be
applicable to MDEA/Cities.
2.3.2
Service to Customer’s Existing System and Facilities. MDEA/Cities shall
demonstrate that they have in place, subject to the provisions of this Agreement, all Metering
Equipment, Data Acquisition Equipment, Protective Equipment, any other associated equipment, and
software necessary for: (i) the operation of the MDEA/Cities’ existing system within a Control Area
consistent with the requirements of the Tariff and the safe and reliable operation of the Provider’s
Transmission System, and for (ii) Provider to measure the electricity produced by each existing
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 13
generating resource that is connected to the Transmission System or on a part of the MDEA/Cities’
system that is connected to the Transmission System.
2.3.3
Service to New Facilities. Prior to the commencement of the testing and
commercial operation of any new generation resources connected to the MDEA/Cities’ system,
Provider and MDEA/Cities shall install, subject to the provisions of this Agreement, all Metering
Equipment, Data Acquisition Equipment, Protective Equipment, any other associated equipment,
and software necessary for: (i) the operation of the MDEA/Cities’ system within a Control Area
consistent with the requirements of the Tariff and the safe and reliable operation of the Provider’s
Transmission System, and for (ii) Provider to measure the electricity produced by each new and
existing generating source that is connected to the Transmission System or on a part of the
MDEA/Cities’ system that is connected to the Transmission System.
2.4
Effect of Termination:
MDEA/Cities’ provision of notice to terminate this
Agreement shall not relieve MDEA/Cities of their obligation to pay Provider any rates, charges, fees,
or costs provided for under this Agreement and that are owed to Provider as of the date of termination.
The applicable provisions of this Agreement shall continue in effect after expiration, cancellation,
or termination hereof to the extent necessary to provide for final billings, billing adjustments, and
the determination and enforcement of liability and indemnification obligations arising from acts or
events that occurred while this Agreement was in effect.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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ARTICLE 3
CONTROL AREA AND DATA EQUIPMENT
3.1
Control Area Equipment: MDEA/Cities shall be responsible for the purchase,
installation, upgrading, operation, maintenance, and replacement of all Data Acquisition
Equipment, Metering Equipment, Protection Equipment, and any other associated equipment and
software not presently installed, which may be required by any Party for MDEA/Cities to
implement or operate within a single Control Area, in accordance with Good Utility Practice. All
equipment installed or existing equipment utilized by MDEA/Cities to establish or operate within
a single Control Area shall conform to Provider’s standards or practices. Provider shall have the
right to review and approve, prior to its installation, such equipment and software as may be
required in this Article 3 to ensure conformance with Provider’s standards or practices.
3.2
Control Area Data: MDEA/Cities shall incorporate the information obtained
from MDEA/Cities’ Metering Equipment and Data Acquisition Equipment into MDEA/Cities
Energy Control Center as MDEA/Cities determine to be necessary to incorporate their Members
and their systems within a single Control Area operating within or connected with the Provider’s
Transmission System consistent with the terms and conditions of the Tariff.
3.3
Customer/Provider Data Link:
The term the “MDEA/Cities/Provider Data
Link” as used in this Agreement shall refer to the direct communications link between
MDEA/Cities Energy Control Center and the Provider’s System’s Operations Control Center
(“SOC”) that will enable the SOC to receive real-time telemetry and data from MDEA/Cities
Energy Control Center and MDEA/Cities Energy Control Center to receive real-time telemetry
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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and data from the SOC in accordance with Provider’s standards or practices. Provider shall have
the right to inspect such equipment and software in order to assure conformance with Provider’s
standards or practices. The selection of real-time telemetry and data to be received by Provider
and by MDEA/Cities shall be at their reasonable discretion, as deemed necessary for reliability,
security, economics, and/or monitoring of system operations. This telemetry includes, but is not
limited to, loads, line flows, voltages, generator output, and breaker status at any of
MDEA/Cities’ transmission facilities. To the extent Provider or MDEA/Cities require telemetry
that is not available, MDEA/Cities shall, at their own expense, install any Metering Equipment,
Data Acquisition Equipment, or other equipment and software necessary for the telemetry to be
received by Provider or MDEA/Cities via the MDEA/Cities/Provider Data Link. MDEA/Cities
shall provide Provider via the MDEA/Cities/Provider Data Link, at least once every one minute -or at such other time interval as may be agreed to by the Operating Committee -- loads, line
flows, voltages, generator outputs, breaker status, or other information that Provider deem
necessary for providing service under the Tariff and this Agreement, and ensuring the security and
reliability of the Transmission System.
3.4
Computer Modifications: Provider and MDEA/Cities shall be responsible for
implementing any computer modifications or changes required to their own computer system(s) as
necessary to implement this Article 3.
3.5
Notification and Coordination Prior To Commencement Of Work:
MDEA/Cities shall notify and coordinate with Provider prior to the commencement of any work
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
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Effective Date: May 1, 2001
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by MDEA/Cities, or their contractors or agents performing on behalf of MDEA/Cities, which may
directly or indirectly have an adverse effect on MDEA/Cities or the Provider Control Area, the
MDEA/Cities/Provider Data Link, or Provider’s reliability.
ARTICLE 4
METERING
4.1
Metering Equipment. Provider, at the expense of MDEA/Cities, shall
provide, install, own and maintain the Metering Equipment identified in Appendix C necessary for
the Parties to meet their obligations under this Agreement, with the exception of Metering
Equipment identified in Appendix C that MDEA/Cities will provide at their own expense. If
MDEA/Cities intend to use existing Metering Equipment to satisfy some or all its obligations
under this Article 4, they shall demonstrate to the Provider that such existing Metering Equipment
conforms with the Provider’s metering standards and practices. Metering Equipment shall be
either located at the Points of Interconnection, or adjusted in such manner to account for any
transformation or interconnection losses between the location of the meter and the Points of
Interconnection, between the MDEA/Cities’ system and the Transmission System. Provider shall
make metering data available, in analog and/or digital form, through communications links that
will permit MDEA/Cities to receive metering data in real time. All reasonable costs associated
with the administration of Metering Equipment and the provision of metering data to
MDEA/Cities shall be born by MDEA/Cities. The costs of administration and of providing
metering data shall be included in the Scheduling, System Control, and Scheduling Charge as
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
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First Revised Service Agreement No. 244
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provided in Schedule 1 of the Tariff. Such costs shall be separately itemized on Provider’s
invoice to MDEA/Cities.
ARTICLE 5
OPERATING COMMITTEE
5.1
Operating Committee: Provider and MDEA/Cities shall each appoint a member
and an alternate to an Operating Committee, and so notify the other parties of such
appointment(s) in writing. Such appointment(s) may be changed at any time by similar notice.
The Operating Committee shall meet as necessary to carry out the duties set forth herein. The
Operating Committee shall hold meetings at the request of either Provider or MDEA/Cities, at a
time and place agreed upon by the members of the Operating Committee. Each member and
alternate shall be a responsible person working with the day-to-day operations of their respective
system. The Operating Committee shall represent the Provider and MDEA/Cities in all matters
arising under this Agreement which may be delegated to it by mutual agreement of the parties
hereto.
5.1.1 Duties:
The duties of the Operating Committee shall include those
specifically referred to elsewhere in this Agreement, plus, but not limited to, the following:
•
•
•
•
Coordinate operation and maintenance schedules;
Establish and maintain control and operating procedures, including those
pertaining to information transfers between Control Centers, consistent
with the provisions of this Agreement;
Establish data requirements necessary for Provider to provide service under
this Agreement;
Review Metering Equipment, Data Acquisition Equipment, Protection
Equipment, and any other equipment or software requirements, standards
and procedures;
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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•
•
•
•
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Establish standards for the design, operation, and maintenance of the
facilities necessary to integrate MDEA/Cities’ electric system with the
Transmission System (including, but not limited to, remote terminal units,
metering, communications equipment, and relaying equipment);
Redispatch procedures and issues;
Load curtailment procedures; and
Such other duties as may be conferred upon it by mutual agreement of the
Parties hereto.
5.1.2 Operating Committee Agreements:
Each Party shall cooperate in
providing to the Operating Committee all information required in the performance of the
Operating Committee’s duties. All decisions and agreements, if any, made by the Operating
Committee shall be evidenced in writing. The Operating Committee shall have no power to
amend or alter the provisions of this Agreement.
5.2
Dispute Resolution: In the event a dispute arises between the parties concerning
the operation or interpretation of the Agreement, the parties shall attempt to resolve the matter
between themselves. In the event the parties are unable to resolve the matter within 30 days, the
dispute shall be resolved in accordance with the procedures specified in Article 12 of the Tariff.
ARTICLE 6
OPERATIONS
6.1
General. The Provider and MDEA/Cities agree that their respective performances
of this Agreement shall comply with the then-existing (or amended) manuals, standards, and
guidelines of NERC, SPP, or any successor agency assuming or charged with similar
responsibilities related to the operation and reliability of the North American electric
interconnected transmission grid. To the extent that this Agreement does not specifically address
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 19
or provide the mechanisms necessary to comply with such NERC or SPP manuals, standards, or
guidelines, the Provider and MDEA/Cities hereby agree that all Parties shall provide to the other
Parties all such information as may reasonably be required to comply with such manuals,
standards, or guidelines and shall operate, or cause to be operated, their respective facilities in
accordance with such manuals, standards, or guidelines.
6.2
Provider Obligations. The Provider shall operate and control the Transmission
System and other Provider facilities (1) in a safe and reliable manner; (2) in accordance with Good
Utility Practice; (3) in accordance with applicable operational and/or reliability criteria, protocols,
and directives, including those of NERC and SPP; and (4) in accordance with the provisions of
this Agreement.
6.3
Customer Obligations. MDEA/Cities shall operate and control their Control
Area and the generating facilities they control located in their Control Area (1) in a safe and
reliable manner; (2) in accordance with Good Utility Practice; (3) in accordance with applicable
operational and/or reliability criteria, protocols, and directives, including those of NERC and SPP;
and (4) in accordance with the provisions of this Agreement.
6.4
Access Rights. The Parties shall provide each other such easements and/or access
rights as may be necessary for either Party’s performance of their respective operational
obligations under this Agreement; provided that, notwithstanding anything stated herein, a Party
performing operational work within the boundaries of the other Party’s facilities must abide by the
rules applicable to that site.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
6.5
First Revised Service Agreement No. 244
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Switching and Tagging Rules. The Parties shall abide by mutually-agreeable
switching and tagging rules.
6.6
Regulation of Transfer of Electric Capacity and Energy: MDEA/Cities are
responsible for operating in a manner to provide for their load at all times, and to hold deviations
from frequency-biased net interchange schedules to a minimum in accordance with Good Utility
Practice and NERC and SPP requirements.
6.7
Generating Facilities: If generating facilities are located or locate in the future on
the MDEA/Cities system and the owner or operator of such generating facility sells the output of
such generating facility to an entity other than MDEA/Cities, the delivery of such generating
facility’s power and energy to any receiving entity other than Provider shall be subject to and
contingent upon proper transmission arrangements being established with Provider prior to
commencement of delivery of any such power and energy. MDEA/Cities shall be responsible for
ensuring that the operation of any such generating facilities shall not cause a disruption or
impairment of service or reliability on Provider’s Transmission System.
MDEA/Cities shall
require that future additions and interconnections of generating facilities with MDEA/Cities’
system be accomplished in compliance with Provider’s interconnection procedures. In the event
future additions and interconnections of any such generating facilities shall cause a disruption or
impairment of service or reliability on Provider’s Transmission System, Provider may exercise its
rights under this Agreement.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
6.8
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Voltage Support: MDEA/Cities will maintain sufficient reactive compensation
and control to meet voltage schedules designated by Provider’s operations personnel in
accordance with Good Utility Practice at each interface of Provider’s Transmission System with
the MDEA/Cities system to provide reactive power requirements within the range of the
MDEA/Cities’ system’s design capability, which shall be (i) 0.85 until the MDEA/Cities 230 kV
transmission line identified in Appendix A is placed into service, and (ii) 0.97 during on-peak
hours and 0.95 during off-peak hours thereafter. If MDEA/Cities do not provide the necessary
reactive compensation and control to comply with the objectives described in this section, and
such failure to comply is not as a result of or caused by conditions on the Provider’s system,
Provider shall have the unilateral right to install, at MDEA/Cities’ expense, equipment necessary
to cause MDEA/Cities to comply with the aforementioned reactive power requirements.
6.9
Other Operational Data Requirements: The parties shall cooperate with each
other in exchanging operational data needed for the safe and reliable operation of each party’s
system and to implement the provisions of this Agreement, including but not limited to the
information required by Section 35 of the Tariff.
6.10
Maintenance Of Metering Equipment: Each Party shall, on a regular basis in
accordance with Good Utility Practice but not more frequently than once per year, at its own
expense, test, calibrate, verify and validate its Metering Equipment and Data Acquisition
Equipment. Notwithstanding the foregoing, a Party may direct the other Party to test, calibrate,
verify, and validate the Metering Equipment and Data Acquisition Equipment owned and
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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maintained by the other Party more than once per year. The cost of such non-regular testing,
calibration, verification, and validation shall be borne by the requesting Party unless such testing
reveals that the Metering Equipment and Data Acquisition Equipment was not in conformance
with the standards set forth in Section 6.10.1. Each Party shall have the right, at its own expense,
to inspect all tests, calibrations, verifications, and validations of the Metering Equipment and Data
Acquisition Equipment performed by the other Party. Upon a Party’s request, the Party owning
and maintaining Metering Equipment and Data Acquisition Equipment will provide the requesting
Party a copy of the installation, test, and calibration records of the Metering Equipment and Data
Acquisition Equipment owned and maintained by the owning and maintaining Party. Provider
shall, at MDEA/Cities’ expense, have the right to monitor the field acceptance test and the
installation of any Metering Equipment and Data Acquisition Equipment.
6.10.1 Metering Equipment Standards: An item of Metering Equipment shall
be deemed in need of repair, calibration, verification, and validation if the Metering Equipment
fails to register, or if the measurement made by the Metering Equipment during a test varies by
more than two percent from the measurement made by the standard meter used in the test.
6.11
Notification and Coordination Prior to Commencement of Maintenance:
Provider and MDEA/Cities shall notify and coordinate with the other Party prior to the
commencement of any maintenance by Provider or MDEA/Cities or contractors or agents
performing on behalf of any of them, which may directly or indirectly have an adverse effect on
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
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Effective Date: May 1, 2001
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the MDEA/Cities’ or Provider Control Area, the MDEA/Cities/Provider Data Link, or
MDEA/Cities’ or Provider’s reliability.
6.12
Interchange and Transmission Service Scheduling: MDEA/Cities shall inform,
coordinate, and schedule with Provider all interchange and transmission service transactions in
accordance with Provider’s standards and practices and under the terms and conditions of the
Tariff.
6.13
Protection and System Quality. MDEA/Cities shall, at their expense, install,
maintain, and operate system protection facilities, including such protective and regulating devices
as are identified by order, rule or regulation of any duly-constituted regulatory authority having
jurisdiction, or as are otherwise necessary in accordance with Good Utility Practice to protect
personnel and equipment and to minimize deleterious effects to Provider’s electric service
operation arising from the MDEA/Cities’ system. Any such protective or regulating devices that
may be required on Provider’s facilities in connection with the operation of the MDEA/Cities
system shall be installed by Provider at MDEA/Cities’ expense.
6.13.1 Requirements for Protection. In compliance with applicable NERC, and
SPP requirements, MDEA/Cities shall provide, install, own, and maintain relays, circuit breakers,
and all other devices necessary to promptly remove any fault contribution from their generating
facilities to any short circuit occurring on the Transmission System not otherwise isolated by
Provider’s equipment.
Such protective equipment shall include, without limitation, a
disconnecting device or switch with load interrupting capability to be located between the
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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First Revised Service Agreement No. 244
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MDEA/Cities generating facilities and the Transmission System at an accessible, protected, and
satisfactory site selected upon mutual agreement of the Parties. MDEA/Cities shall be responsible
for protection of their generating facilities and MDEA/Cities’ other equipment from such
conditions as negative sequence currents, over- or under-frequency, sudden load rejection, overor under-voltage, and generator loss-of-field. MDEA/Cities shall be solely responsible for
provisions to disconnect their generating facilities and other equipment when any of the above
described disturbances occur on the Transmission System.
6.13.2 System Quality. MDEA/Cities’ facilities and equipment shall not cause
excessive voltage excursions nor cause voltage on the Transmission System to drop below or rise
above the range maintained by Provider without MDEA/Cities’ generation. MDEA/Cities’
facilities and equipment shall not cause excessive voltage flicker on the Transmission System nor
introduce excessive distortion to the sinusoidal voltage or current waves on the Transmission
System as defined by ANSI Standard C84.1-1989, or any applicable superseding electric industry
standard. For voltage flicker in the frequency range of 1 to 25 Hz, voltage flicker levels are
unacceptable if either of the following conditions exist: (a) the cumulative RMS voltage flicker at
the point of common coupling exceeds 0.30% for 1.0% of a representative time period, or (b) the
instantaneous voltage flicker level regularly exceeds 0.45% at the point of common coupling (this
is approximately equal to a cumulative RMS voltage flicker of 0.45% for 0.01% of a
representative time period.)
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
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First Revised Service Agreement No. 244
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6.13.3 Inspection. Provider shall have the right, but shall have no obligation or
responsibility to: (i) observe MDEA/Cities’ tests and/or inspection of any of MDEA/Cities’
Protective Equipment; (ii) review the settings of MDEA/Cities’ Protective Equipment; and (iii)
review MDEA/Cities’ maintenance records relative to MDEA/Cities’ Protective Equipment. The
foregoing rights may be exercised by Provider from time to time as deemed necessary by the
Provider upon reasonable notice to MDEA/Cities. However, the exercise or non-exercise by
Provider of any of the foregoing rights of observation, review or inspection shall be construed
neither as an endorsement or confirmation of any aspect, feature, element, or condition of
MDEA/Cities’ Protective Equipment or the operation thereof, nor as a warranty as to the fitness,
safety, desirability, or reliability of same.
6.14
Outages, Interruptions, and Disconnection.
6.14.1 Outage Authority and Coordination. In accordance with Good Utility
Practice, each Party may, in close cooperation with the other, remove from service its facilities
that may impact the other Party’s facilities as necessary to perform maintenance or testing or to
install or replace equipment. Absent the existence or imminence of an Emergency, the Party
scheduling a removal of a facility from service will use commercially reasonable efforts to
schedule such removal on a date mutually acceptable to both Parties, in accordance with Good
Utility Practice.
6.14.2 Outage Restoration.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
6.14.2.1
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Unplanned Outage. In the event of an unplanned outage
of a Party’s facility that adversely affects the other Party’s facilities, the Party that owns or
controls the facility out of service will use commercially reasonable efforts to promptly restore
that facility to service in accordance with Good Utility Practice.
6.14.2.2
Planned Outage. In the event of a planned outage of a
Party’s facility that adversely affects the other Party’s facilities, the Party that owns or controls
the facility out of service will use commercially reasonable efforts to promptly restore that facility
to service in accordance with Good Utility Practice and in accordance with its schedule for the
work that necessitated the planned outage.
6.14.3 Interruption. If at any time, in Provider’s reasonable judgment exercised
in accordance with Good Utility Practice, the continued operation of MDEA/Cities’ generating
facilities would cause an Emergency, the Provider may, on a non-discriminatory basis, curtail,
interrupt, or reduce energy delivered from MDEA/Cities’ generating facilities to the Transmission
System until the condition which would cause the Emergency is corrected. The Provider shall
give MDEA/Cities as much notice as is reasonably practicable of Provider’s intention to curtail,
interrupt, or reduce energy delivery from MDEA/Cities’ generating facilities in response to a
condition that would cause an Emergency and, where practicable, allow suitable time for
MDEA/Cities to remove or remedy such condition before any such curtailment, interruption, or
reduction commences. In the event of any curtailment, interruption, or reduction, the Provider
shall promptly confer with MDEA/Cities regarding the conditions that gave rise to the
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
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Effective Date: May 1, 2001
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curtailment, interruption, or reduction, and Provider shall give MDEA/Cities the Provider’s
recommendation, if any, concerning the timely correction of such conditions. Provider shall
promptly cease the curtailment, interruption, or reduction of energy delivery when the condition
which would cause the Emergency ceases to exist.
6.14.4
Continuity of Service.
Notwithstanding any other provision of this
Agreement, Provider shall not be obligated to accept, and Provider may require MDEA/Cities to
curtail, interrupt or reduce, deliveries of, energy if such delivery of energy impairs Provider’s
ability to construct, install, repair, replace or remove any of its equipment or any part of the
Transmission System or if Provider determines, in accordance with Good Utility Practice and on a
non-discriminatory basis, that curtailment, interruption or reduction is necessary because of
Emergencies, forced outages, operating conditions on its system, or any reason otherwise
permitted by applicable rules or regulations promulgated by a regulatory agency having
jurisdiction over such matters. The Parties shall coordinate, and if necessary negotiate in good
faith, the timing of such curtailments, interruptions, reductions or deliveries with respect to
maintenance, investigation or inspection of Provider’s equipment or system.
MDEA/Cities
reserve all rights under the Federal Power Act and applicable other federal and state laws and
regulations to commence a complaint proceeding or other action with the FERC or other
governmental authority with appropriate jurisdiction over the Parties to enforce the provisions of
this Agreement.
6.15
Emergencies:
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
6.15.1 Obligations.
First Revised Service Agreement No. 244
Original Page No. 28
Each Party agrees to comply with NERC and SPP
Emergency procedures and Provider and MDEA/Cities’ Emergency procedures, as applicable,
with respect to Emergencies.
6.15.2 Notice. Provider shall provide MDEA/Cities with oral notification that is
prompt under the circumstances of an Emergency that may reasonably be expected to affect
MDEA/Cities’ operation of their facilities, to the extent the Provider is aware of the Emergency.
MDEA/Cities shall provide the Provider with oral notification that is prompt under the
circumstances of an Emergency which may reasonably be expected to affect the Transmission
System, to the extent MDEA/Cities is aware of the Emergency. To the extent the Party becoming
aware of an Emergency is aware of the facts of the Emergency, such notification shall describe the
Emergency, the extent of the damage or deficiency, its anticipated duration, and the corrective
action taken and/or to be taken, and shall be followed as soon as practicable with written notice.
6.15.3 Immediate Action. In the event of an Emergency, the Party becoming
aware of the Emergency may, in accordance with Good Utility Practice and using its reasonable
judgment, take such action as is reasonable and necessary to prevent, avoid, or mitigate injury,
danger, and loss.
In the event MDEA/Cities have identified an Emergency involving the
Transmission System, MDEA/Cities shall obtain the consent of Provider personnel prior to
manually performing any switching operations unless, in MDEA/Cities’ reasonable judgment,
immediate action is required.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
6.15.4 Provider Authority.
First Revised Service Agreement No. 244
Original Page No. 29
The Provider may, consistent with Good Utility
Practice, take whatever actions or inactions with regard to the Transmission System the Provider
deems necessary during an Emergency in order to: (1) preserve public health and safety; (2)
preserve the reliability of the Transmission System; (3) limit or prevent damage; and (4) expedite
restoration of service. The Provider shall use reasonable efforts to minimize the effect of such
actions or inactions on MDEA/Cities’ facilities.
6.15.5 MDEA/Cities Authority. MDEA/Cities may, consistent with Good Utility
Practice, take whatever actions or inactions with regard to their facilities MDEA/Cities deem
necessary during an Emergency in order to: (1) preserve public health and safety; (2) preserve the
reliability of MDEA/Cities’ facilities; (3) limit or prevent damage; and (4) expedite restoration of
service. MDEA/Cities shall use reasonable efforts to minimize the effect of such actions or
inactions on the Transmission System.
ARTICLE 7
FORCE MAJEURE
7.1
Notification. The Party unable to carry out an obligation imposed on it by this
Agreement due to Force Majeure shall notify the other Party in writing or by telephone within a
reasonable time after the occurrence of the cause relied on.
7.2.
Effect of Force Majeure.
A Party shall not be responsible for any non-
performance under the Agreement due to Force Majeure whether occurring on the Transmission
System, Provider’s other systems, MDEA/Cities’ systems or facilities, or any connecting electric
system affecting the Party’s operations. A Party shall be excused from whatever performance is
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 30
affected only while a Force Majeure situation exists and while the Party attempts in good faith to
alleviate such situation. Nothing in this Agreement shall be construed to require any Party to
settle a labor dispute, strike, or lockout.
ARTICLE 8
COST RESPONSIBILITY
8.1
Costs: MDEA/Cities shall be responsible for all costs incurred by MDEA/Cities and
Provider to implement the provisions of this Agreement including, but not limited to, engineering,
administrative and general expenses, material, and labor expenses associated with the specifications,
design, review, approval, purchase, installation, maintenance, modification, repair, operation,
replacement, checkouts, testing, upgrading, calibration, removal, relocation of equipment, or software.
8.2
On-Going Maintenance: MDEA/Cities shall be responsible for all costs incurred by
MDEA/Cities and Provider for on-going operation and maintenance of MDEA/Cities’ facilities
required to implement the provisions of this Agreement, which facilities are identified in Appendix A to
this Agreement. Such work shall include, but is not limited to, normal and extraordinary engineering,
administrative and general expenses, material, and labor expenses associated with the specifications,
design, review, approval, purchase, installation, maintenance, modification, repair, operation,
replacement, checkouts, testing, calibration, removal, or relocation of equipment required to
accommodate this Agreement.
ARTICLE 9
MODIFICATIONS, CONSTRUCTION, AND SYSTEM UPGRADES
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
9.1
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Modifications.
9.1.1 General. Either Party may undertake modifications to its facilities. In the
event a Party plans to undertake a modification that reasonably may be expected to impact the
other Party’s facilities, that Party shall provide the other Party with sufficient information
regarding such modification, including, without limitation, the notice required in accordance with
Article 17 so that the other Party can evaluate the potential impact of such modification prior to
commencement of the work. The Party desiring to perform such work shall provide the relevant
drawings, plans, and specifications to the other Party at least ninety (90) days in advance of the
work or such shorter period upon which the Parties may agree, which agreement will not
unreasonably be withheld or delayed.
9.2
Construction of Interconnection Facilities.
9.2.1 Land Rights. Each Party shall furnish at no cost to the other Party any
necessary access, easements, licenses, and/or rights of way upon, over, under, and across lands
owned or controlled by either Party and/or its affiliated interests for the construction and
operation of necessary lines, substations, and other equipment to install additional Points of
Interconnection under this Agreement and shall, at all reasonable times, give the other Party, or its
agents, free access to such lines, substations, and equipment.
Accessible, protected and
satisfactory sites selected upon mutual agreement by the Parties and located on MDEA/Cities’
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premises shall be provided by and at MDEA/Cities’ expense for installation of metering devices,
unless Provider elects to install meters on poles or other locations controlled by it. MDEA/Cities
grant to Provider at all reasonable times and with reasonable supervision the right of free ingress
and egress to MDEA/Cities’ premises for the purpose of installing, testing, reading, inspecting,
repairing, operating, altering or removing any of Provider’s property located on MDEA/Cities’
premises or for other purposes necessary to enable Provider to deliver or receive electric energy,
suspend the receipt thereof, or determine MDEA/Cities’ compliance with this Agreement.
If any part of Provider’s facilities are to be installed on property owned by other than
MDEA/Cities, MDEA/Cities shall, if Provider is unable to do so without cost to Provider,
procure from the owners thereof any necessary rights of use, licenses, rights of way and
easements, in a form reasonably satisfactory to Provider, for the construction, operation,
maintenance and replacement of Provider facilities upon such property.
In the event
MDEA/Cities are unable to secure them (a) by condemnation proceedings, or (b) by other means,
MDEA/Cities shall reimburse Provider for all reasonable and documented costs incurred by
Provider in securing such rights.
In connection with Provider’s exercise of rights under this Section 9.2.1, while on
MDEA/Cities’ premises, Provider’s personnel and agents shall comply with all applicable safety
rules or regulations of MDEA/Cities that are communicated by MDEA/Cities to Provider.
9.2.2 Equipment Design and Construction. MDEA/Cities shall, at their sole
expense, design, construct, and install the equipment identified in Appendix A as facilities to be
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installed by MDEA/Cities. Provider shall, at MDEA/Cities’ sole expense charged in accordance
with the methodology described in Appendix E, design, construct, and install, or purchase from
MDEA/Cities, the equipment identified in Appendix A as facilities to be installed by Provider.
The Interconnection Facilities and equipment shall satisfy all requirements of applicable safety
and/or engineering codes, including the Provider’s, and further, shall satisfy all requirements of
any duly-constituted regulatory authority having jurisdiction.
MDEA/Cities shall submit all specifications for Interconnection Facilities and equipment
which it will install, including Protective Equipment, to the Provider for review at least ninety (90)
days prior to interconnecting such Interconnection Facilities and equipment with the Transmission
System in order to insure that such interconnection is consistent with operational control,
reliability and/or safety standards or requirements of the Provider.
Provider’s review of MDEA/Cities’ specifications shall be construed neither as confirming
nor as endorsing the design, nor as any warranty as to fitness, safety, durability or reliability of
MDEA/Cities’ interconnection facilities or equipment. Provider shall not, by reasons of such
review or failure to review, be responsible for strength, details of design, adequacy or capacity of
MDEA/Cities’ Interconnection Facilities or equipment, nor shall Provider’s acceptance be deemed
to be an endorsement of any facility or equipment. MDEA/Cities agree to make changes to their
interconnection facilities and equipment as may be reasonably required to meet the reasonable
changing requirements of the Provider.
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9.2.3 Ownership. Except as otherwise provided in Appendix A, Provider shall
own all the Interconnection Facilities identified in Appendix A. In the event that MDEA/Cities
have constructed or installed Interconnection Facilities, Provider will purchase such facilities from
MDEA/Cities upon their completion and charge MDEA/Cities the costs of such Facilities in
accordance with the methodology described in Appendix E. MDEA/Cities shall not be deemed to
have donated facilities and equipment under this Agreement to Provider.
9.3
System Upgrades.
Provider shall perform, and MDEA/Cities shall bear the
reasonable cost of, any System Upgrades identified in Appendix B. The Parties agree that the
cost of any such System Upgrades shall reflect the tax effects to the Provider of MDEA/Cities’
payment for the System Upgrades, if any. MDEA/Cities may opt whether to have Provider
construct each of the “A” Optional Upgrades and the “B” Optional Upgrades, as categorized in
Appendix B. MDEA, Clarksdale, and Yazoo City each contend that they, as public bodies subject
to Mississippi law, may not waive the right to audit fully the costs which they are required to pay
for Optional Upgrades under this Agreement; that MDEA/Cities may request Provider to
construct one or more of the Optional Upgrades under the alliance agreements and arrangements
described in Section 16.2 of this Agreement, in which case, as a condition of Provider’s
agreement to construct such Optional Upgrades under its alliance agreements and arrangements,
MDEA/Cities pursuant to Section 16.2 will cause a private entity to commit to pay and to pay for
any such upgrades for and on behalf of MDEA/Cities, provided that the third party provides
security for its payment obligation, and the private entity will (1) agree with Provider in writing to
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pay for such upgrades, (2) agree with Provider in writing to limit its audit rights to the extent
described in Section 16.2 and limit its right to protest the costs of the equipment, supplies, and
services procured from alliance supplier in the manner described in Section 9.3.1 of this
Agreement. MDEA/Cities acknowledge that if Provider uses competitive bidding to procure
equipment, supplies, and services with respect to the Optional Upgrade projects, there might be
delays in completion in order to allow time for the conduct of the competitive bidding process.
9.3.1 Third Party Payment for System Upgrade Projects.
Provider has
advised MDEA/Cities that its normal practice in constructing Interconnection Facilities and
System Upgrades is to procure equipment, supplies, and services with respect to those projects
from suppliers with which it has entered into beneficial alliance agreements or arrangements that
provide Provider with fair and reasonable prices, certain priorities with respect to supply, and a
streamlined ordering process that can save significant time in the procurement process. A typical
feature of such agreements or arrangements is that Provider is obligated to maintain the
confidentiality of prices thereunder.
MDEA/Cities have expressed concerns with Provider’s
estimated costs for the projects governed by this Agreement prepared with the assumption that
Provider will procure equipment, supplies, and services from alliance suppliers, and Provider has
advised MDEA/Cities that it is not at liberty to freely disclose pricing terms under alliance
agreements or arrangements that would permit them to fully audit alliance supplier costs.
Provider recognizes that MDEA, Clarksdale, and Yazoo City contend that they may not as public
bodies under Mississippi law agree to waive their right to audit fully or challenge the costs which
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they are required to pay for with public funds. As a consequence, the Parties agree that in the
event MDEA/Cities elect that Provider proceed with some or all of the System Upgrades
governed by this Agreement procuring supplies, equipment, and services from its alliance
suppliers, thereby taking advantage of the pricing, procurement priority, and streamlined ordering
process arising under Provider’s alliance relationships, then MDEA/Cities may arrange with a
third party to delegate to the third party, as a private entity not subject to the restrictions imposed
on MDEA/Cities by Mississippi law, MDEA/Cities’ obligation pay the costs of such project,
provided that MDEA/Cities shall be relieved of their payment obligations under this Agreement
only when their payment delegee has provided security for its payment obligations in a form
reasonably acceptable to Provider. A performance bond in the form of American Institute of
Architects Document A312 shall be deemed acceptable to Provider if posted by a surety
acceptable to Provider in its reasonable sole discretion. In the event MDEA/Cities delegate their
payment obligations to a third party, MDEA/Cities and the third party, in written agreements with
Provider, and as a condition of Provider’s agreement to proceed with the System Upgrade
projects under such a third-party arrangement, will agree to waive their right to challenge or
protest the final actual costs of the equipment, supplies, and services procured from alliance
suppliers for those System Upgrade projects and agree that neither MDEA/Cities nor third party
will challenge or protest such costs.
With respect to the rates and charges that arise from the
final actual costs of the equipment, supplies, and services procured from alliance suppliers for
those projects, such rates and charges shall remain in effect as specified in this Agreement and
shall not be subject to change through application to the Federal Energy Regulatory Commission
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pursuant to the provisions of Sections 205 or 206 of the Federal Power Act absent the agreement
of the Parties to this Agreement.
In the event that MDEA/Cities elect for Provider to proceed with some or all of the
projects governed by the Agreement procuring supplies, equipment, and services from its alliance
suppliers and delegates its payment obligations to a third party to pay Provider the costs of such
projects, then said third party will pay Provider the entire cost of such projects without division or
apportionment of such costs between MDEA/Cities and third party. MDEA/Cities shall notify
Provider in the event MDEA/Cities wish Provider to invoice a third party for project charges
arising under this Agreement, and Provider will invoice the third party for the entire costs of such
project, provided that by invoicing the third party Provider shall not waive or excuse
MDEA/Cities’ continuing payment obligations under this Agreement in the event MDEA/Cities’
payment delegee fails to discharge MDEA/Cities’ obligations in full unless the third party has
provided security for its payment obligations in a form reasonably acceptable to Provider in
accordance with this Section 9.3.1.
9.3.2. Credits for Optional System Upgrades. MDEA/Cities, MDEA/Cities’
marketing agent, MDEA/Cities’ power purchaser(s), or MDEA/Cities’ other designee will be
responsible for arranging transmission service necessary for deliveries from generating facilities
interconnected with MDEA/Cities’ system across the Provider Transmission System. For each
kW produced from such generating facility and delivered onto the Transmission System under a
transmission service agreement under the Tariff, Provider shall credit MDEA/Cities in an amount
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equal to the equivalent Point-To-Point transmission service rate, on a dollar-for-dollar basis
applied to MDEA/Cities’ or MDEA/Cities’ designee’s total monthly bill for services, until such
time as the cost of the Optional System Upgrades (that have been previously paid by
MDEA/Cities or by a third party on MDEA/Cities’ behalf in accordance with Section 9.3.1), has
been fully offset, after which time such offset or credit shall no longer apply. The Optional
System Upgrades are identified in Appendix B.
Total estimated costs of Optional System
Upgrades that qualify for credits are identified in Appendix B. Any such credit shall be separately
identified by Provider and applied monthly against charges due Provider under an applicable
transmission service agreement between Provider and MDEA/Cities or MDEA/Cities’ designee,
or paid directly to MDEA/Cities or MDEA/Cities’ designee in the event that no charges are due
Provider from MDEA/Cities for such month either because: (i) MDEA/Cities or their designee
have not entered into a transmission service agreement with Provider, or (ii) the total amount of
credits due MDEA/Cities or their designee for the month exceeds charges due Provider from
MDEA/Cities under an applicable transmission service agreement. MDEA/Cities may, at their
option, transfer the transmission credits associated with the costs of the Optional System
Upgrades to
MDEA/Cities’ marketing agent, MDEA/Cities’ power purchaser(s),
or
MDEA/Cities’ other designee for use in offsetting transmission service charges incurred in
transmitting energy from a generating facility located on MDEA/Cities’ system to the purchaser
of such energy.
If MDEA/Cities cause another party to commit to pay for and to pay for any Optional
Upgrades on its behalf in accordance with Section 9.3, the transmission crediting mechanism
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described in this Section 9.3.2 shall apply in favor of MDEA/Cities to monies paid on behalf of
MDEA/Cities by a third party.
9.4
Drawings.
Upon completion of any construction or modification to the
MDEA/Cities’ facilities and equipment that may reasonably be expected to affect the
Transmission System, but not later than ninety (90) days thereafter, MDEA/Cities shall issue “as
built” drawings to Provider, unless the Parties reasonably agree that such drawings are not
necessary.
ARTICLE 10
INDEMNIFICATION AND
LIMITATION OF LIABILITY
10.1
The provisions of this Article 10 shall be valid and enforceable against a Party only
to the fullest extent permitted by Mississippi law applicable to the Party. In the event that any
condition, obligation, or duty imposed on a Party in this Article 10 is determined to be invalid as
to or unenforceable against the Party, in whole or in part, no employee, agent or attorney of the
Party shall be liable to the other Party or any other person or entity for any loss or damage
resulting from such invalidity or unenforceability; provided, however, that if the Party’s condition,
obligation, or duty under this Article 10 is rendered invalid or unenforceable only in part, that
Party’s condition, obligation, or duty shall remain valid and enforceable to the full extent not
rendered invalid or unenforceable.
10.2
MDEA/Cities agree to fully indemnify and hold Provider, its shareholders,
directors, partners, stakeholders, officers, managers, employees, agents, representatives, servants,
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its affiliated and associated companies, their respective shareholders, directors, partners,
stakeholders, officers, managers, employees, agents, representatives, servants, and/or their
assigns, harmless from and against any and all claims, demands, liability, losses, damages, costs,
or expenses (including attorneys fees and other costs of defense), of any nature or kind
whatsoever, including, but not limited to, claims, demands and/or liability for personal injury to
(including the death of) any person whomever (including payments and awards made to
Provider’s employees or any other under any workers’ compensation law or under any plan for
employees’ disability and death benefits) and for damage to any property whatsoever arising out
of or otherwise resulting from MDEA/Cities’ use, ownership, maintenance, or operation of
facilities and equipment subject to this Agreement, regardless of whether such claims, demands,
liability, losses, damages, costs, or expenses are alleged to have been caused by negligence or to
have arisen out of Provider’s status as the owner or operator of facilities allegedly involved;
provided, however, that the provisions of this Section 10.2 shall not apply if any such personal
injury or property damage is held to have been caused by the negligence or intentional
wrongdoing of Provider, its agents, or employees.
10.3
Provider agrees to fully indemnify and hold MDEA/Cities, their shareholders,
directors, partners, stakeholders, officers, managers, employees, agents, representatives, servants,
its affiliated and associated companies, their respective shareholders, directors, partners,
stakeholders, officers, managers, employees, agents, representatives, servants, and/or their
assigns, harmless from and against any and all claims, demands, liability, losses, damages, costs,
or expenses (including attorneys fees and other costs of defense), of any nature or kind
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whatsoever, including, but not limited to, claims, demands and/or liability for personal injury to
(including the death of) any person whomever (including payments and awards made to
MDEA/Cities’ employees or any other under any workers’ compensation law or under any plan
for employees’ disability and death benefits) and for damage to any property whatsoever arising
out of or otherwise resulting from Provider’s use, ownership, maintenance, or operation of
facilities and equipment subject to this Agreement, regardless of whether such claims, demands,
liability, losses, damages, costs, or expenses are alleged to have been caused by negligence or to
have arisen out of MDEA/Cities’ status as the owner or operator of facilities allegedly involved;
provided, however, that the provisions of this Section 10.3 shall not apply if any such personal
injury or property damage is held to have been caused by the negligence or intentional
wrongdoing of MDEA/Cities, its agents, or employees.
10.4
Neither Party shall be liable in statute, contract, in tort (including negligence),
strict liability, or otherwise to the other Party, its agents, representatives, its affiliated and
associated companies, and/or its assigns, for any incidental or consequential loss or damage
whatsoever, including, but not limited to, loss of profits or revenue on work not performed, for
loss of use of or under-utilization of the other Party’s facilities, or loss of use of revenues or loss
of anticipated profits, resulting from either Party’s performance or non-performance of an
obligation imposed on it by this Agreement.
ARTICLE 11
UNILATERAL CHANGES AND MODIFICATIONS
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Unilateral Changes And Modifications: Except as provided in Article 9, nothing
in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally
make application to the FERC for a change in the rates, charges, or terms and conditions of service
provided in this Agreement, or for termination of such service consistent with this Agreement, pursuant
to 205 or 206 of the Federal Power Act and the Rules and Regulations of the FERC promulgated
thereunder; provided, however, that it is expressly recognized that this Agreement is necessary for the
implementation of the Tariff and, therefore, no party shall propose a change to this Agreement that is
inconsistent with the rates, terms and conditions of the Tariff.
ARTICLE 12
BREACH, CURE AND DEFAULT
12.1
General: A breach of this Agreement (“Breach”) shall occur upon the failure by a
Party to perform or observe any material term or condition of this Agreement. A default of this
Agreement (“Default”) shall occur upon the failure of a Party in Breach of this Agreement to cure
such Breach in accordance with the provisions of Section 12.4.
12.2
Events of Breach: A Breach of this Agreement shall include:
(a)
The failure to pay any amount when due;
(b)
The failure to comply with any material term or condition of this
Agreement, including but not limited to any material Breach of a representation, warranty or
covenant made in this Agreement;
(c)
If a Party: (1) becomes insolvent; (2) files a voluntary petition in
bankruptcy under any provision of any federal or state bankruptcy law or shall consent to the
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filing of any bankruptcy or reorganization petition against it under any similar law; (3) makes a
general assignment for the benefit of its creditors; or (4) consents to the appointment of a
receiver, trustee or liquidator;
(d)
Failure of either Party to provide such access rights, or a Party’s attempt to
revoke or terminate such access rights, as provided under this Agreement; or
(e)
Failure of either Party to provide information or data to the other Party as
required under this Agreement, provided the Party entitled to the information or data under this
Agreement requires such information or data to satisfy its obligations under this Agreement.
12.3
Continued Operation: In the event of a Breach or Default by either Party, the
Parties shall continue to operate and maintain, as applicable, such DC power systems, protection
and Metering Equipment, telemetering equipment, SCADA equipment, transformers, secondary
systems, communications equipment, building facilities, software, documentation, structural
components, and other facilities and appurtenances that are reasonably necessary for the Provider
to operate and maintain the Transmission System, or for MDEA/Cities to operate and maintain
their facilities, in a safe and reliable manner.
12.4
Cure and Default: Upon the occurrence of an event of Breach, the Party not in
Breach (hereinafter the “Non-Breaching Party”), when it becomes aware of the Breach, shall give
written notice of the Breach to the Breaching Party (the “Breaching Party”) and to any other
person a Party to this Agreement identifies in writing to the other Party in advance. Such notice
shall set forth, in reasonable detail, the nature of the Breach, and where known and applicable, the
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steps necessary to cure such Breach. Upon receiving written notice of the Breach hereunder, the
Breaching Party shall have thirty (30) days to cure such Breach. If the Breach is such that it
cannot be cured within thirty (30) days, the Breaching Party will commence in good faith all steps
as are reasonable and appropriate to cure the Breach within such thirty (30) day time period and
thereafter diligently pursue such action to completion. In the event the Breaching Party fails to
cure the Breach, or to commence reasonable and appropriate steps to cure the Breach, within
thirty (30) days of becoming aware of the Breach, the Breaching Party will be in Default of the
Agreement.
12.5
Right to Compel Performance:
Notwithstanding the foregoing, upon the
occurrence of an event of Default, the non-Defaulting Party shall be entitled to: (1) commence an
action to require the Defaulting Party to remedy such Default and specifically perform its duties
and obligations hereunder in accordance with the terms and conditions hereof, and (2) exercise
such other rights and remedies as it may have in equity or at law.
ARTICLE 13
TERMINATION
13.1
Expiration of Term:
Except as otherwise specified in this Article 13, this
Agreement shall terminate at the conclusion of the term of this Agreement stated in Article 2.
13.2
Termination. A Party may terminate this Agreement upon the Default of the other
Party. Subject to the limitations set forth in 13.3, in the event of a Default, a non-Defaulting
Party may terminate this Agreement only upon the later of:
(a)
Its giving of written notice of termination to the other Party; and
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The filing at FERC of a notice of termination for the Agreement, which
filing must be accepted for filing by FERC.
13.3
Survival of Rights: Termination of this Agreement shall not relieve either Party
of any of its liabilities and obligations arising hereunder prior to the date termination becomes
effective, and each Party may take whatever judicial or administrative actions as appear necessary
or desirable to enforce its rights hereunder.
ARTICLE 14
GENERAL PROVISIONS
14.1
General: In addition to the provisions of the Tariff, the following provisions shall
apply:
14.1.1 Disturbances: Each Party shall, insofar as practicable, protect, operate and
maintain its system and facilities as to avoid or minimize the likelihood of disturbances which might
cause impairment of or jeopardy to service to the customers of the other party, or to systems
interconnected therewith.
14.1.2 Billing And Payment: Billing and payment pursuant to this Agreement shall
be in accordance with Section 7 of the Tariff.
14.1.3 Expanded Network Operations: In the event a new Member System not in
Provider’s service area is added under Part III of the Tariff, this Agreement will be modified as
necessary.
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ARTICLE 15
CONFIDENTIALITY
15.1
Term. During the term of this Agreement, and for a period of three (3) years after
the expiration or termination of this Agreement, except as otherwise provided in this Article 15,
each Party shall hold in confidence and shall not disclose to any person Confidential Information.
15.2
Scope. Confidential Information shall not include information that the receiving
Party can demonstrate: (1) is generally available to the public other than as a result of a disclosure
by the receiving Party; (2) was in the lawful possession of the receiving Party on a
non-confidential basis before receiving it from the disclosing Party; (3) was supplied to the
receiving Party without restriction by a third party, who, to the knowledge of the receiving Party,
after due inquiry, was under no obligation to the other Party to keep such information
confidential; (4) was independently developed by the receiving Party without reference to
Confidential Information of the disclosing Party; (5) is, or becomes, publicly known, through no
wrongful act or omission of the receiving Party or breach of this Agreement; or (6) is required, in
accordance with Section 15.7 of this Agreement, to be disclosed by any federal or state
government or agency or is otherwise required to be disclosed by law or subpoena, or is necessary
in any legal proceeding establishing rights and obligations under this agreement. Information
designated as Confidential Information will no longer be deemed confidential if the Party that
designated the information as confidential notifies the other Party that it no longer is confidential.
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Release of Confidential Information. Neither Party shall release or disclose
Confidential Information to any non-Party except as necessary for the Party to perform its
obligations under this Agreement. A Party releasing Confidential Information shall advise the
person receiving the Confidential Information of the confidentiality provisions of this Article 15,
and such person must agree to comply with such provisions as a prerequisite to his or her receipt
of such Confidential Information. Notwithstanding the foregoing, a Party providing Confidential
Information to any person shall remain primarily responsible for any release of Confidential
Information in contravention of this Article 15.
15.4
Rights.
Each Party retains all rights, title, and interest in the Confidential
Information that each Party discloses to the other Party. The disclosure by each Party to the
other Party of Confidential Information shall not be deemed a waiver by either Party or any other
person or entity of the right to protect the Confidential Information from public disclosure.
15.5
No Warranties. By providing Confidential Information, neither Party makes any
warranties or representations as to its accuracy or completeness.
In addition, by supplying
Confidential Information, neither Party obligates itself to provide any particular information or
Confidential Information to the other Party nor to enter into any further agreements or proceed
with any other relationship or joint venture.
15.6
Standard of Care. Each Party shall use at least the same standard of care to
protect Confidential Information it receives as that which it uses to protect its own Confidential
Information from unauthorized disclosure, publication, or dissemination. Each Party may use
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Confidential Information solely to fulfill its obligations to the other Party under this Agreement or
its regulatory obligations.
15.7
Order of Disclosure. If a court of competent jurisdiction or a government agency
or entity with the right, power, and apparent authority to do so requests or requires either Party,
by subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential Information, that Party shall provide
the other Party with prompt notice of such request(s) or requirement(s) so that the other Party
may seek an appropriate protective order or waive compliance with the terms of this Agreement.
Notwithstanding the absence of a protective order or waiver, the Party may disclose such
Confidential Information which, in the opinion of its counsel, the Party is legally compelled to
disclose. Each Party will use reasonable effort to obtain reliable assurance that confidential
treatment will be accorded any Confidential Information so furnished.
15.8
Termination of Agreement. Upon termination of this Agreement for any reason,
each Party shall, within ten days of receipt of a written request from the other Party, use
reasonable efforts to destroy, erase, or delete (with such destruction, erasure and deletion certified
in writing to the other Party) or return to the other Party, without retaining copies thereof, any
and all written or electronic Confidential Information received from the other Party.
15.9
Remedies. The Parties agree that monetary damages would be inadequate to
compensate a Party for the other Party’s breach of its obligations under this Article 15. Each
Party accordingly agrees that the other Party shall be entitled to equitable relief, by way of
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 49
injunction or otherwise, if the first Party breaches or threatens to breach its obligations under this
Article 15, which equitable relief shall be granted without bond or proof of damages, and the
receiving Party shall not plead in defense that there would be an adequate remedy at law. Such
remedy shall not be deemed to be an exclusive remedy for the breach of this Article, but shall be
in addition to all other remedies available at law or in equity. The Parties further acknowledge
and agree that the covenants contained herein are necessary for the protection of legitimate
business interests and are reasonable in scope. No Party, however, shall be liable for indirect,
incidental or consequential or punitive damages of any nature or kind resulting from or arising in
connection with this Article 15.
ARTICLE 16
AUDIT RIGHTS
16.1
General. Subject to the requirements of confidentiality under Article 15 of this
Agreement, a Party shall have the right, during normal business hours, and upon prior reasonable
notice to the other Party, to audit the accounts and records pertaining to such Party’s
performance and/or satisfaction of obligations arising under this Agreement. Said audit shall be
performed at the offices where such accounts and records are maintained and shall be limited to
those portions of such accounts and records that relate to obligations under this Agreement.
16.2
Audit Rights With Respect to Alliance Agreements or Arrangements.
Provider has entered into alliance agreements or arrangements with suppliers from which it may
from time-to-time procure equipment, supplies, and services with respect to its performance under
this Agreement. Such alliance agreement or arrangement may preclude Provider from disclosing
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 50
to a third party the price or cost of goods or services provided under such agreement or
arrangement. In the event Provider’s ability to disclose to a third party the price or cost of goods
or services provided under such alliance agreements or arrangements is limited, Provider will
utilize such arrangements or agreements only if MDEA/Cities arrange, in accordance with Section
9.3, with a third party to delegate their obligations under this Agreement to pay for the costs of
Interconnection Facilities, System Upgrades, and Metering Equipment. As a condition of
Provider’s agreement to such a third-party arrangement, the third-party shall agree in writing that
its audit rights shall be limited to the extent necessary to permit Provider to satisfy its alliance
agreement or arrangement obligations.
ARTICLE 17
NOTICES
Any notice, demand or request required or permitted to be given by any Party to the other
Party and any instrument required or permitted to be tendered or delivered by any Party to the
other Party may be so given, tendered or delivered, as the case may be, by depositing the same in
any United States Post Office with postage prepaid, for transmission by certified or registered
mail, addressed to the Party, or personally delivered to the Party, at the address set out below:
To Provider:
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
Attention: Interconnection Arrangements Administrator
To MDEA/Cities:
Marvin L. Carraway
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 51
Clarksdale Public Utilities
P.O. Box 70
416 Third Street
Clarksdale, MS 38614
Robert D. Priest
Public Service Commission of Yazoo City
210 S. Mound Street
P.O. Box 660
Yazoo City, MS 39194
ARTICLE 18
MISCELLANEOUS
18.1
Waiver: Any waiver at any time by any Party of its rights with respect to a default
under this Agreement, or with respect to any other matters arising in connection with this
Agreement, shall not be deemed a waiver or continuing waiver with respect to any subsequent
default or other matter.
18.2
Governing Law: The validity, interpretation and performance of this Agreement
and each of its provisions shall be governed by the applicable laws of the State of Mississippi
without regard to the conflicts of law provisions.
18.3
Headings Not To Affect Meaning: The descriptive headings of the various
Sections and Articles of this Agreement have been inserted for convenience of reference only and
shall in no way modify or restrict any of the terms and provisions hereof.
18.4
Amendments:
This Agreement may be amended by and only by a written
instrument duly executed by all of the Parties hereto. Notwithstanding the foregoing and except
as provided in Article 9, nothing contained herein shall be construed as affecting in any way the
right of the Provider or MDEA/Cities to unilaterally make application to FERC for a change in
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 52
rates, terms or conditions of service under Sections 205 and 206 of the Federal Power Act and
pursuant to FERC’s Rules and Regulations promulgated thereunder. Provider reserves the right
to file rate schedules with FERC concerning any services the Provider deems necessary for
reliable and orderly bulk power system management, including but not limited to any standby or
related services that may arise from a failure by MDEA/Cities to meet their schedule of deliveries
across the facilities covered by this Agreement.
18.5
Entire Agreement: This Agreement constitutes the entire agreement between the
Parties hereto with reference to the subject matter hereof and no change or modification as to any
of the provisions hereof shall be binding on any Party unless reduced to writing and approved by
the duly authorized officer or agent of MDEA/Cities and the President or a Vice President of the
Provider. The terms and conditions of this Agreement and every Appendix referred to herein
shall be amended, as mutually agreed to by the Parties, to comply with changes or alterations
made necessary by a valid applicable order of any governmental regulatory authority, or any
court, having jurisdiction hereof.
18.6
Binding Effect: This Agreement and the rights and obligations hereof, shall be
binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.
18.7
Conflicts: In the event of a conflict between the body of this Agreement and any
attachment, appendix or exhibit hereto, the terms and provisions of the body of this Agreement
shall prevail and be deemed to be the final intent of the Parties.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 53
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized officers, and copies delivered to each Party, to become effective as of the
Effective Date.
ENTERGY SERVICES, INC.
By:
____________________________________
[Name & Title]
MISSISSIPPI DELTA ENERGY AGENCY
By:
____________________________________
[Name & Title]
CLARKSDALE PUBLIC UTILITIES COMMISSION
OF THE CITY OF CLARKSDALE, MISSISSIPPI
By:
____________________________________
[Name & Title]
THE PUBLIC SERVICE COMMISSION OF YAZOO CITY
OF THE CITY OF YAZOO CITY, MISSISSIPPI
By:
____________________________________
[Name & Title]
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 54
APPENDIX A
INTERCONNECTION FACILITIES
This Appendix A is a part of the Interconnection and Operating Agreement between
MDEA, Cities, and Provider.
Point of Interconnection
MDEA will have three points of interconnection as listed below:
1.
The Entergy Yazoo City 115 kV Substation. These points are located just beyond the
115 kV bus as stated below.
At the transmission dead-end structure immediately outside of the station of the
115 kV tap exiting from the Yazoo City Substation bus between switches J8271
and breaker J8276 connecting to the Yazoo City Municipal Plant.
At the transmission dead-end structure immediately outside of the station of the
115 kV tap exiting from the Yazoo City Substation bus between switches J8278
and J8281 connecting to Yazoo Municipal Substation. See the Provider drawing
M4475FS1 dated 3/14/2001, which drawing is attached hereto and made a part
hereof.
2.
The Entergy Clarksdale Substation. This connection consists of a 115 kV tap that
connects to the Clarksdale Municipal Substation. The points of interconnection are located
on the Provider’s side of Switch J2911 and the physical connections on the existing
operating bus, and on the Provider’s side of Switch J2911 and the transfer bus . Clarksdale
also owns the breaker J3029 and related switches at this location. See the Provider
drawing M3200FS1 dated 3/14/2001, which drawing is attached hereto and made a part
hereof.
3.
Entergy Mississippi 230-kV Lula Substation. At the bus side disconnect switch of the
MDEA/Cities’ breaker in the Provider’s proposed, new Entergy Mississippi 230 kV
station near Lula, MS. See the Provider drawing MLULAFS1 dated 3/14/2001, which
drawing is attached hereto and made a part hereof.
Facilities to be Furnished by Provider
Provider shall purchase from MDEA/Cities at MDEA/Cities’ actual cost of construction a new,
three breaker, 230-kV ring-bus station near Lula, Tunica County, MS, according to the terms and
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 55
conditions of an Engineering, Procurement and Construction Agreement that will be executed
between Entergy Mississippi, Inc., and Mississippi Delta Energy Agency (the “EPC Agreement”),
and shall connect the station into Provider’s 230-kV Batesville-to-Ritchie transmission line, and
shall subsequently operate said station.
MDEA/Cities shall own the real property underlying the station premises and, in accordance with
the EPC Agreement, grant Provider a perpetual easement in such real property granting full rights
to enter into and upon such property for purposes of owning, operating, and maintaining the
station. Prior to commencement of service to the station, and in accordance with the EPC
Agreement, MDEA/Cities shall sell to Provider at actual cost all facilities, structures and other
moveable property beyond MDEA/Cities’ dead-end structure comprising the station (including
the fence).
Provider shall install two circuit breakers and the associated relaying in the Provider’s Entergy
Mississippi Clarksdale 115-kV Station, one on the Delta Steam Electric Station line and one on
the Tunica line, modify the relaying on the remote end of each line to coordinate with the
previously mentioned installation of breakers, upgrade the existing transfer bus and switches, and
install a new main bus of adequate capacity.
Facilities to be Furnished by MDEA/Cities
MDEA/Cities will construct a new 230-kV station that will connect to the 115-kV portion of the
MDEA/Cities’ existing 115/69-kV station, a 230-kV transmission line terminal, upgrade the 115kV portion of the MDEA/Cities’ 115/69-kV station, and upgrade the 115-kV transmission line
connecting MDEA/Cities’ 115-kV station to the Provider’s existing Clarksdale 115-kV station.
As described above, MDEA/Cities will also construct a new, three-breaker, 230-kV ring-bus
station near Lula, Tunica County, MS, according to the terms and conditions of the EPC
Agreement and shall sell said facility to Provider at MDEA/Cities’ actual cost of construction in
accordance with that Agreement.
MDEA/Cities will also construct an approximately 23 mile 230-kV transmission line from the
aforementioned 230-kV line terminal to the MDEA/Cities’ system.
Cost Responsibility
MDEA/Cities and Provider hereby acknowledge and agree that the Estimated Cost listed below is
only an estimate that includes estimated Tax Costs arising out of the transfer from MDEA/Cities
to Provider of any money or any other property, real or personal, related to Provider’s acquisition
or construction of the Interconnection Facilities. The Estimated Cost may vary from Actual Cost.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 56
MDEA/Cities hereby agree to and shall reimburse Provider for Actual Costs, provided that
MDEA/Cities may delegate their payment responsibility to another entity in accordance with
Section 9.3.1. As used in this Appendix A, “Actual Costs” shall mean all dollar amounts incurred
by Provider for the Provider’s acquisition or construction of said Interconnection Facilities,
including estimated Tax Costs.
“Tax Cost” as used in this Appendix A shall mean all existing or new, regular or special, taxes,
government charges, and imposts, including, but not limited to, income, franchise, sales, use,
excise, gross receipts, utility, transaction, stamp, recording, transfer, property, ad valorem,
occupation and other taxes, governmental or municipal charges, licenses, fees and assessments;
including all penalties and interest related to such taxes imposed or required to be collected by
Provider on acquisition of ownership or use of the Interconnection Facilities, plus taxes imposed
on or with respect to payments made by MDEA/Cities to Provider to indemnify Provider for Tax
Costs. Provider will calculate the Tax Cost in a manner consistent with the principles articulated
by FERC in Ozark Gas Transmission System, 56 FERC ¶ 61,349 at 62,365 (1991).
In the event the Provider incurs or reasonably expects to incur a Tax Cost in connection with its
acquisition of Interconnection Facilities constructed by MDEA/Cities or in their construction of
Interconnection Facilities on MDEA/Cities’ behalf, MDEA/Cities will pay Provider the estimated
Tax Cost (1) at the time of the sale by MDEA/Cities of Interconnection Facilities to Provider, or
(2) upon payment of Actual Costs by MDEA/Cities to Provider for Interconnection Facilities
constructed or to be constructed by Provider, or, (3) in the event neither (1) nor (2) occur during
the year in which Provider incurs the estimated Tax Cost, within thirty (30) days of receipt of a
request from Provider for payment of the Tax Cost. However, the estimated Tax Cost shall not
include estimated federal income tax if MDEA/Cities and Provider believe, and MDEA/Cities
represent, that MDEA/Cities’ generating facility is a qualifying facility, as that term is defined in
section 3 of the Federal Power Act, Stat. 1063, as amended by section 201 of the Public Utilities
Regulatory Policies Act of 1978, Pub. L. No. 95-617, and MDEA/Cities and Provider believe,
and MDEA/Cities represent, that the transaction made pursuant to this Appendix A satisfies all
other requirements for tax-free treatment to Provider pursuant to Internal Revenue Service Notice
88-129, 1988-2 C.B. 541; or that the transfer of Interconnection Facilities to Provider or the
reimbursement by MDEA/Cities of costs incurred by Provider to install Interconnection Facilities
is otherwise not subject to treatment as income to Provider under then-applicable Internal
Revenue Service policies and practices, as determined by Provider in its reasonable discretion
exercised in good faith.
In the event that the Internal Revenue Service removes its current policy against issuing private
letter rulings concerning the income tax treatment of MDEA/Cities’ payments under this
Agreement and thereafter, MDEA/Cities request in writing, Provider will timely file a private
letter ruling request with the Internal Revenue Service seeking a determination that the payment
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 57
or property transfer in connection with Provider’s construction or acquisition of said
Interconnection Facilities will not be treated as taxable income to Provider for federal income tax
purposes, provided that Provider believes, in its reasonable discretion exercised in good faith, that
reasonable grounds exist for requesting such a private letter ruling.
If Provider has collected estimated federal income taxes from MDEA/Cities as part of Actual
Costs, and thereafter the Internal Revenue Service issues a private letter ruling to Provider or
issues guidance in any other form on which Provider may rely, and such private letter ruling or
other guidance gives Provider a reasonable belief that it should be relieved from any or all of said
tax liability, Provider agrees to and shall (1) if Provider has not already paid the tax, promptly
refund to MDEA/Cities that portion of the Actual Costs comprising any excess federal income
taxes actually collected from MDEA/Cities in relation to Interconnection Facilities, and (2) if
Provider has already paid the tax, promptly file an amended tax return seeking a refund of taxes
paid in relation to the facilities governed by this Agreement and remit to MDEA/Cities that
portion of the Actual Costs already paid by MDEA/Cities related to any excess federal income
taxes previously collected from MDEA/Cities for Interconnection Facilities and refunded to
Provider, together with any related interest paid to Provider by the United States, provided
Provider will remit such amount to MDEA/Cities only after Provider has received a tax refund or
credit from the Internal Revenue Service for any applicable overpayment of federal income tax as
related to the transactions described in this Appendix A. If the state or locality in which the
Interconnection Facilities are located follows federal income tax law (or issues its own
appropriate ruling) in that the transfer or payment for the Interconnection Facilities is not taxable
income to Provider, Provider shall (1) if Provider has not already paid the tax, promptly refund to
MDEA/Cities that portion of the Actual Costs comprising any excess state or local income taxes
actually collected from MDEA/Cities in relation to Interconnection Facilities, and (2) if Provider
has already paid the tax, promptly file an amended tax return seeking a refund of taxes paid in
relation to the facilities governed by this Agreement and remit the portion of Actual Costs relating
to any excess state or local income taxes, provided Provider will remit such amount to
MDEA/Cities only after Provider has received a tax refund or credit from such state or local
taxing authority for any applicable overpayment of state or local income tax as related to the
transaction described in this Appendix A. However, any refund does not relieve MDEA/Cities
from their tax indemnity obligations set forth in this Appendix A. In the event that Provider’s
pursuit of a tax refund from federal, state, or local taxing authorities becomes (or would require) a
contested or litigated matter, MDEA/Cities shall bear their pro rata share of the expense of
Provider’s efforts measured in relation to the benefits accruing to all parties benefiting from the
refund.
If MDEA/Cities elect for Provider to file a private letter ruling request with the Internal Revenue
Service pursuant to this Appendix A, Provider shall prepare such request and solicit comments
from MDEA/Cities on the draft request and consider any such comments from MDEA/Cities in
good faith, and MDEA/Cities agree to cooperate fully with Provider in providing information to
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 58
Provider, in facilitating the submission of such a request and all efforts to obtain such private
letter ruling. In the event that the Internal Revenue Service issues a private letter ruling to
Provider or issues guidance in any other form on which Provider may rely thereupon as
substantial authority, as that term is defined by Treasury Regulation §1.6662-4(d), that provides
any payment or property transfer related to Provider’s acquisition or construction of said
Interconnection Facilities is taxable income to Provider, MDEA/Cities agree to be bound by said
ruling or guidance until and unless Provider is relieved of such tax liability by a subsequent ruling
applicable to this transaction between the Parties, guidance by the Internal Revenue Service, or
change in applicable laws and regulations.
In the event Provider does not collect from MDEA/Cities estimated federal or state income taxes
as part of the Actual Costs for Provider’s construction or acquisition of said Interconnection
Facilities, and the facts, the law, or interpretations of the law by Provider change so that it is no
longer reasonable for Provider to believe that its acquisition or construction of the
Interconnection Facilities will not result in taxable income to Provider, Provider shall revise the
Tax Cost relating to the amount of federal and state income taxes due from MDEA/Cities, and
MDEA/Cities agree to promptly pay the excess, if any, of the revised estimated Tax Cost relating
to federal or state income taxes over the Tax Cost previously paid by MDEA/Cities. Among
other reasons, revision of the estimated Tax Cost shall be made as a result of MDEA/Cities losing
their status as a qualifying facility, as that term is defined in section 3 of the Federal Power Act,
41 Stat. 1063, as amended by section 201 of the Public Utilities Regulatory Policies Act of 1978,
Pub. L. No. 95-617, or as a result of the occurrence of any event specified in Sections 4(A) or
4(B) of Internal Revenue Service Notice 88-129, 1988-2 C.B. 541.
Absence of a particular Tax Cost from the Estimated Cost or Actual Costs, or an underestimation
of a Tax Cost within the Estimated Cost or Actual Costs shall not relieve MDEA/Cities of their
tax indemnity obligations set forth in this Appendix A.
The Estimated Cost for the Interconnection Facilities to be constructed by Company is
$3,161,000, which reflects a Tax Cost gross-up of 32.65% (Estimated Cost excluding estimated
Tax Cost - $2,383,000).
The Estimated Cost for the Interconnection Facilities to be constructed by MDEA/Cities under
the above mentioned EPC agreement and sold to the Company is $4,237,000. There is no tax
gross-up due on this sale.
MDEA/Cities hereby agree to and MDEA/Cities shall provide reasonable and adequate security,
as determined within Provider’s sole reasonable discretion, for payment and performance of
obligations set forth in this Appendix A.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 59
APPENDIX B
SYSTEM UPGRADES
This Appendix B is a part of the Interconnection and Operating Agreement between
MDEA, Cities, and Provider.
Required System Upgrades
Provider shall construct, own, operate and maintain the following as Required System
Upgrades:
None
Optional System Upgrades
Provider shall construct, own, operate and maintain the following as Optional System
Upgrades:
Optional Upgrades “A”
Greenwood 115kV Station
Shelby 115kV Substation
Roundaway 115kV Switching Station
Moorehead 115kV Station
Batesville 115kV Station
Optional Upgrades “B”
Delta-Shelby 115kV Transmission Line
Shelby-Roundaway 115kV Transmission Line
COST RESPONSIBILITY
MDEA/Cities and Provider hereby acknowledge and agree that the Estimated Cost listed below is
only an estimate that includes estimated Tax Costs arising out of the transfer from MDEA/Cities
to Provider of any money or any other property, real or personal, related to Provider’s acquisition
or construction of the Required System Upgrades and/or Optional System Upgrades. The
Estimated Cost may vary from the Actual Cost.
MDEA/Cities hereby agrees to and shall reimburse Provider for Actual Costs, provided that
MDEA/Cities may delegate its payment responsibility to another entity in accordance with Section
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 60
9.3.1. As used in this Appendix B, “Actual Costs” shall mean all dollar amounts incurred by
Provider for the Provider’s acquisition or construction of Required System Upgrades and/or
Optional System Upgrades, including estimated Tax Costs.
“Tax Cost” as used in this Appendix B shall mean all existing or new, regular or special, taxes,
government charges and imposts, including, but not limited to, income, franchise, sales, use,
excise, gross receipts, utility, transaction, stamp, recording, transfer, property, ad valorem,
occupation and other taxes, governmental or municipal charges, licenses, fees and assessments;
including all penalties and interest related to such taxes imposed or required to be collected by
Provider on acquisition of ownership or use of Required System Upgrades and/or Optional
System Upgrades, plus taxes imposed on or with respect to payments made by MDEA/Cities to
Provider to indemnify Provider for Tax Costs. Provider will calculate the Tax Cost in a manner
consistent with the principles articulated by FERC in Ozark Gas Transmission System, 56 FERC ¶
61,349 at 62,365 (1991).
In the event the Provider incurs or reasonably expects to incur a Tax Cost in connection with its
acquisition of System Upgrades constructed by the MDEA/Cities or in its construction of System
Upgrades on the MDEA/Cities’ behalf, MDEA/Cities will pay Provider the estimated Tax Cost
(1) upon payment of Actual Costs by MDEA/Cities to Provider for Required System Upgrades
and/or Optional System Upgrades constructed or to be constructed by Provider, or (2) in the
event (1) does not occur during the year in which Provider incurs the estimated Tax Cost, within
thirty (30) days of receipt of a request from Provider for payment of the Tax Cost. However, the
estimated Tax Cost shall not include estimated federal income tax if MDEA/Cities and Provider
believe, and MDEA/Cities represents, that MDEA/Cities is a qualifying facility, as that term is
defined in section 3 of the Federal Power Act, Stat. 1063, as amended by section 201 of the
Public Utilities Regulatory Policies Act of 1978, Pub. L. No. 95-617, and MDEA/Cities and
Provider believe, and MDEA/Cities represent, that the transaction made pursuant to this
Appendix B satisfies all other requirements for tax-free treatment to Provider pursuant to Internal
Revenue Service Notice 88-129, 1988-2 C.B. 541; or that the transfer of Interconnection
Facilities to Provider or the reimbursement by MDEA/Cities of costs incurred by Provider to
install System Upgrades is otherwise not subject to treatment as income to Provider under thenapplicable Internal Revenue Service policies and practices, as determined by Provider in its
reasonable exercised in good faith.
In the event that the Internal Revenue Service removes its current policy against issuing private
letter rulings concerning the income tax treatment of MDEA/Cities’ payments under this
Agreement and thereafter, MDEA/Cities request in writing, Provider will timely file a private
letter ruling request with the Internal Revenue Service seeking a determination that the payment in
connection with Provider’s construction of said Required System Upgrades and/or Optional
System Upgrades will not be treated as taxable income to Provider for federal income tax
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 61
purposes, provided that Provider believes, in its reasonable discretion exercised in good faith, that
reasonable grounds exist for requesting such a private letter ruling.
If Provider has collected estimated federal income taxes from MDEA/Cities as part of Actual
Costs, and thereafter the Internal Revenue Service issues a private letter ruling to Provider or
issues guidance in any other form on which Provider may rely, and such private letter ruling or
other guidance gives Provider a reasonable belief that it should be relieved from any or all of said
tax liability, Provider agrees to and shall (1) if Provider has not already paid the tax, promptly
refund to MDEA/Cities that portion of the Actual Costs comprising any excess federal income
taxes actually collected from MDEA/Cities in relation to System Upgrades, and (2) if Provider
has already paid the tax, promptly file an amended tax return seeking a refund of taxes paid in
relation to the facilities governed by this Agreement and remit to MDEA/Cities that portion of the
Actual Costs already paid by MDEA/Cities related to any excess federal income taxes previously
collected from MDEA/Cities for Required System Upgrades and/or Optional System Upgrades
and refunded to Provider, together with any related interest paid to Provider by the United States,
provided Provider will remit such amount to MDEA/Cities only after Provider has received a tax
refund or credit from the Internal Revenue Service for any applicable overpayment of federal
income tax as related to the transactions described in Appendix B. If the state or locality in which
the Required System Upgrades and/or Optional System Upgrades are located follows federal
income tax law (or issues its own appropriate ruling) in that the payment for the Required System
Upgrades and/or Optional System Upgrades is not taxable income to Provider, Provider shall (1)
if Provider has not already paid the tax, promptly refund to MDEA/Cities that portion of the
Actual Costs comprising any excess state or local income taxes actually collected from
MDEA/Cities in relation to System Upgrades, and (2) if Provider has already paid the tax,
promptly file an amended tax return seeking a refund of taxes paid in relation to the facilities
governed by this Agreement and remit the portion of Actual Costs relating to any excess state or
local income taxes, provided Provider will remit such amount to MDEA/Cities only after Provider
has received a tax refund or credit from such state or local taxing authority for any applicable
overpayment of state of local income tax as related to the transaction described in this Appendix
B. However, any refund does not relieve MDEA/Cities from its tax indemnity obligations set
forth in this Appendix B. In the event that Provider’s pursuit of a tax refund from federal, state,
or local taxing authorities becomes (or would require) a contested or litigated matter,
MDEA/Cities shall bear its pro rata share of the expense of Provider’s efforts measured in relation
to the benefits accruing to all parties benefiting from the refund.
If MDEA/Cities elects for Provider to file a private letter ruling request with the Internal Revenue
Service pursuant to this Appendix B, Provider shall prepare such request and solicit comments
from MDEA/Cities on the draft request and consider any such comments from MDEA/Cities in
good faith, and MDEA/Cities agree to cooperate fully with Provider in facilitating the submission
of such a request and all efforts to obtain such private letter ruling. In the event that the Internal
Revenue Service issues a private letter ruling to Provider or issues guidance in any other form on
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 62
which Provider may rely thereupon as substantial authority, as that term is defined by Treasury
Regulation §1.6662-4(d), that provides any payment related to Provider’s construction of said
Required System Upgrades and/or Optional System Upgrades is taxable income to Provider,
MDEA/Cities agrees to be bound by said ruling or guidance until and unless Provider is relieved
of such tax liability by a subsequent ruling applicable to this transaction between the Parties,
guidance by the Internal Revenue Service, or change in applicable laws and regulations.
In the event Provider does not collect from MDEA/Cities estimated federal or state income taxes
as part of the Actual Costs for Provider’s construction of said Required System Upgrades and/or
Optional System Upgrades, and the facts, the law, or interpretations of the law by Provider
change so that it is no longer reasonable for Provider to believe that its construction of the
Required System Upgrades and/or Optional System Upgrades will not result in taxable income to
Provider, Provider shall revise the Tax Cost relating to the amount of federal and state income
taxes due from MDEA/Cities, and MDEA/Cities agrees to promptly pay the excess, if any, of the
revised estimated Tax Cost relating to federal or state income taxes over the Tax Cost previously
paid by MDEA/Cities. Among other reasons, revision of the estimated Tax Cost shall be made as
a result of MDEA/Cities losing its status as a qualifying facility, as that term is defined in section 3
of the Federal Power Act, 41 Stat. 1063, as amended by section 201 of the Public Utilities
Regulatory Policies Act of 1978, Pub. L. No. 95-617, or as a result of the occurrence of any event
specified in Sections 4(A) or 4(B) of Internal Revenue Service Notice 88-129, 1988-2 C.B. 541.
Absence of a particular Tax Cost from the Estimated Cost or Actual Costs, or an underestimation
of a Tax Cost within the Estimated Cost or Actual Costs shall not relieve MDEA/Cities of its tax
indemnity obligations set forth in this Appendix B.
The Estimated Cost for the Required System Upgrades is $0,000, which reflects a Tax Cost
gross-up of 32.65% (Estimated Cost excluding Tax Cost - $0,000).
The Estimated Cost for the Optional System Upgrades is $11,692,982, which Estimated Cost
includes Tax Costs, overheads, and AFUDC. As noted, MDEA/Cities shall be obligated to
reimburse Provider its Actual Cost, not the Estimated Cost.
MDEA/Cities hereby agrees to and MDEA/Cities shall provide reasonable and adequate security,
as determined within Provider’s sole reasonable discretion, for payment and performance of
obligations set forth in this Appendix B.
Notwithstanding the Required System Upgrades set forth above in this Appendix B, each Party
hereby acknowledges and recognizes that another generator(s) has executed an Interconnection
and Operating Agreement with Provider, which new proposed generator(s) may have an impact
on MDEA/Cities’ Required System Upgrades.
Accordingly, Provider shall re-study
MDEA/Cities’ interconnection to Provider’s Transmission System with respect to short circuit
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 63
and stability analyses to determine the incremental effects, if any, that MDEA/Cities’ Facility may
have on Provider’s Transmission System with the aforementioned generator(s) included in the
planning models. MDEA/Cities hereby agrees to and shall comply with, and pay for, all costs
associated with incremental Required System Upgrades that may result from such re-studying of
MDEA/Cities’ interconnection to Provider’s Transmission System.
In the event that
MDEA/Cities does not comply with the results and requirements of the revised interconnection
study within a reasonable time and in accordance with Good Utility Practice, Provider has the
right to disconnect MDEA/Cities’ Facility from Provider’s Transmission System.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 64
APPENDIX C
METERING EQUIPMENT
This Appendix C is a part of the Interconnection and Operating Agreement between
MDEA, Cities, and Provider.
Metering Facilities to be Furnished by Provider
Provider shall purchase from MDEA/Cities at MDEA/Cities’ actual cost of construction
instrumentation as required for on-site metering and telemetering at the proposed, new Entergy
Mississippi 230 kV station at Lula, MS as follows:
.
In/Out interconnection 0.5% accuracy meter.
Provider will continue to own, operate, and maintain metering instrumentation as required
for metering generation output and telemetering to a location specified by Provider as follows:
Metering located on the 115 kV bus at Yazoo City Municipal Substation (between
switches J8271 and breaker J8278) that connects to the Yazoo City Municipal
Plant.
Metering located on the 115 kV bus at Yazoo City Municipal Substation (between
switch J8276 and J8281) that the connects to the Yazoo City Municipal
Substation.
Metering Facilities to be Furnished by MDEA/Cities
MDEA/Cities will continue to own, operate, and maintain metering instrumentation as required
for metering the generation output and telemetering to a location specified by Provider as follows:
Metering located on the 115 kV tap to the Clarksdale Municipal Substation in the
Entergy Clarksdale Substation.
The MDEA/Cities will provide the following metering at the new 230 kV station near
Lula through an EPC contract between the Company and the MDEA/Cities. Upon completion of
the substation by MDEA/Cities and upon approval of the construction by Company, and
according to the terms of the EPC contract, MDEA/Cities will sell the metering as part of the
previously mentioned substation, to Company.
Three high-accuracy 230 kV current transformers.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 65
Three metering accuracy 230 kV bus potential transformers
Cost Responsibility
MDEA/Cities and Provider hereby acknowledge and agree that the Estimated Cost listed below is
only an estimate that includes estimated Tax Costs arising out of the transfer from MDEA/Cities
to Provider of any money or any other property, real or personal, related to Provider’s acquisition
or installation and construction of the Metering Equipment. The Estimated Cost may vary from
Actual Cost.
MDEA/Cities hereby agrees to and shall reimburse Provider for Actual Costs, provided that
MDEA/Cities may delegate its payment responsibility to another entity in accordance with Section
9.3.1. As used in this Appendix C, “Actual Costs” shall mean all dollar amounts incurred by
Provider for the Provider’s acquisition or installation and construction of said Metering
Equipment, including estimated Tax Costs.
“Tax Cost” as used in this Appendix C shall mean all existing or new, regular or special, taxes,
government charges and imposts, including, but not limited to, income, franchise, sales, use,
excise, gross receipts, utility, transaction, stamp, recording, transfer, property, ad valorem,
occupation and other taxes, governmental or municipal charges, licenses, fees and assessments;
including all penalties and interest related to such taxes imposed or required to be collected by
Provider on acquisition of ownership or use of the Metering Equipment, plus taxes imposed on or
with respect to payments made by MDEA/Cities to Provider to indemnify Provider for Tax Costs.
Provider will calculate the Tax Cost in a manner consistent with the principles articulated by
FERC in Ozark Gas Transmission System, 56 FERC ¶ 61,349 at 62,365 (1991).
In the event the Provider incurs or reasonably expects to incur a Tax Cost in connection with its
acquisition of Metering Equipment constructed by the MDEA/Cities or in its construction of
Interconnection Facilities on the MDEA/Cities’ behalf, MDEA/Cities will pay Provider the
estimated Tax Cost (1) at the time of the sale by MDEA/Cities of Metering Equipment, or (2)
upon payment of Actual Costs by MDEA/Cities to Provider for Metering Equipment constructed
or to be constructed by Provider, or (3) in the event neither (1) nor (2) occur during the year in
which Provider incurs the estimated Tax Cost, within thirty (30) days of receipt of a request from
Provider for payment of the Tax Cost. However, the estimated Tax Cost shall not include
estimated federal income tax if MDEA/Cities and Provider believe, and MDEA/Cities represents,
that MDEA/Cities is a qualifying facility, as that term is defined in section 3 of the Federal Power
Act, Stat. 1063, as amended by section 201 of the Public Utilities Regulatory Policies Act of
1978, Pub. L. No. 95-617, and MDEA/Cities and Provider believe, and MDEA/Cities represent,
that the transaction made pursuant to this Appendix C satisfies all other requirements for tax-free
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 66
treatment to Provider pursuant to Internal Revenue Service Notice 88-129, 1988-2 C.B. 541; or
that the transfer of Metering Equipment to Provider or the reimbursement by MDEA/Cities of
costs incurred by Provider to install Metering Equipment is otherwise not subject to treatment as
income to Provider under then-applicable Internal Revenue Service policies and practices, as
determined by Provider in its reasonable exercised in good faith.
In the event that the Internal Revenue Service removes its current policy against issuing private
letter rulings concerning the income tax treatment of MDEA/Cities’ payments under this
Agreement and thereafter, MDEA/Cities requests in writing, Provider will timely file a private
letter ruling request with the Internal Revenue Service seeking a determination that the payment
or property transfer in connection with Provider’s construction or acquisition of said Metering
Equipment will not be treated as taxable income to Provider for federal income tax purposes,
provided that Provider believes, in its reasonable discretion exercised in good faith, that
reasonable grounds exist for requesting such a private letter ruling.
If Provider has collected estimated federal income taxes from MDEA/Cities as part of Actual
Costs, and thereafter the Internal Revenue Service issues a private letter ruling to Provider or
issues guidance in any other form on which Provider may rely, and such private letter ruling or
other guidance gives Provider a reasonable belief that it should be relieved from any or all of said
tax liability, Provider agrees to and shall (1) if Provider has not already paid the tax, promptly
refund to MDEA/Cities that portion of the Actual Costs comprising any excess federal income
taxes actually collected from MDEA/Cities in relation to Metering Equipment, and (2) if Provider
has already paid the tax, promptly file an amended tax return seeking a refund of taxes paid in
relation to the facilities governed by this Agreement and remit to MDEA/Cities that portion of the
Actual Costs already paid by MDEA/Cities related to any excess federal income taxes previously
collected from MDEA/Cities for Metering Equipment and refunded to Provider, together with any
related interest paid to Provider by the United States, provided Provider will remit such amount to
MDEA/Cities only after Provider has received a tax refund or credit from the Internal Revenue
Service for any applicable overpayment of federal income tax as related to the transactions
described in this Appendix C. If the state or locality in which the Metering Equipment are located
follows federal income tax law (or issues its own appropriate ruling) in that the transfer or
payment for the Metering Equipment is not taxable income to Provider, Provider shall (1) if
Provider has not already paid the tax, promptly refund to MDEA/Cities that portion of the Actual
Costs comprising any excess state or local income taxes actually collected from MDEA/Cities in
relation to Metering Equipment, and (2) if Provider has already paid the tax, promptly file an
amended tax return seeking a refund of taxes paid in relation to the facilities governed by this
Agreement and remit the portion of Actual Costs relating to any excess state or local income
taxes, provided Provider will remit such amount to MDEA/Cities only after Provider has received
a tax refund or credit from such state or local taxing authority for any applicable overpayment of
state or local income tax as related to the transaction described in this Appendix C. However, any
refund does not relieve MDEA/Cities from its tax indemnity obligations set forth in this Appendix
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 67
C. In the event that Provider’s pursuit of a tax refund from federal, state, or local taxing
authorities becomes (or would require) a contested or litigated matter, MDEA/Cities shall bear its
pro rata share of the expense of Provider’s efforts measured in relation to the benefits accruing to
all parties benefiting from the refund.
If MDEA/Cities elects for Provider to file a private letter ruling request with the Internal Revenue
Service pursuant to this Appendix C, Provider shall prepare such request and solicit comments
from MDEA/Cities on the draft request and consider any such comments from MDEA/Cities in
good faith, and MDEA/Cities agree to cooperate fully with Provider in facilitating the submission
of such a request and all efforts to obtain such private letter ruling. In the event that the Internal
Revenue Service issues a private letter ruling to Provider or issues guidance in any other form on
which Provider may rely thereupon as substantial authority, as that term is defined by Treasury
Regulation §1.6662-4(d), that provides any payment or property transfer related to Provider’s
acquisition or construction of said Metering Equipment is taxable income to Provider,
MDEA/Cities agrees to be bound by said ruling or guidance until and unless Provider is relieved
of such tax liability by a subsequent ruling applicable to this transaction between the Parties,
guidance by the Internal Revenue Service, or change in applicable laws and regulations.
In the event Provider does not collect from MDEA/Cities estimated federal or state income taxes
as part of the Actual Costs for Provider’s construction or acquisition of said Metering Equipment,
and the facts, the law, or interpretations of the law by Provider change so that it is no longer
reasonable for Provider to believe that its acquisition or construction of the Metering Equipment
will not result in taxable income to Provider, Provider shall revise the Tax Cost relating to the
amount of federal and state income taxes due from MDEA/Cities, and MDEA/Cities agrees to
promptly pay the excess, if any, of the revised estimated Tax Cost relating to federal or state
income taxes over the Tax Cost previously paid by MDEA/Cities. Among other reasons, revision
of the estimated Tax Cost shall be made as a result of MDEA/Cities losing its status as a
qualifying facility, as that term is defined in section 3 of the Federal Power Act, 41 Stat. 1063, as
amended by section 201 of the Public Utilities Regulatory Policies Act of 1978, Pub. L. No. 95617, or as a result of the occurrence of any event specified in Sections 4(A) or 4(B) of Internal
Revenue Service Notice 88-129, 1988-2 C.B. 541.
Absence of a particular Tax Cost from the Estimated Cost or Actual Costs, or an underestimation
of a Tax Cost within the Estimated Cost or Actual Costs shall not relieve MDEA/Cities of its tax
indemnity obligations set forth in this Appendix C.
The Estimated Cost for the Metering Facilities to be constructed by Company is $60,000, which
reflects a Tax Cost gross-up of 32.65% (Estimated Cost excluding estimated Tax Cost $45,000).
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 68
The Estimated Cost for the Metering Facilities to be constructed by MDEA/Cities under the
above mentioned EPC agreement and sold to the Company is $300,000. There is no tax gross-up
due on this sale.
MDEA/Cities hereby agrees to and MDEA/Cities shall provide reasonable and adequate security,
as determined within Provider’s sole reasonable discretion, for payment and performance of
obligations set forth in this Appendix C.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 69
APPENDIX D
ADDITIONAL INSURED ENDORSEMENT
Each Party shall furnish to the other Party an Additional Insured Endorsement with
respect to such insurance in substantially the following form:
“In consideration of the premium charged, [MDEA/Cities or Provider] and its affiliated and
associated companies are named as additional insureds with respect to liabilities arising out of
[MDEA/Cities’ use and ownership of its system and/or the Interconnection Facilities or
Provider’s use and ownership of the Transmission System and/or the Interconnection Facilities.]”
“The inclusion of more than one insured under this Policy shall not operate to impair the rights of
one insured against another insured and the coverages afforded by this policy will apply as though
separate policies have been issued to each insured. The inclusion of more than one insured will
not, however, operate to increase the limits of the carrier’s policy. [MDEA/Cities or Provider]
will not, by reason of its inclusion under this policy, incur liability to the insurance carrier for
payment of premium on this policy.”
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 70
APPENDIX E
DEDICATED FACILITIES CHARGE
1.
MDEA/Cities shall pay the Provider a Monthly Dedicated Facilities Charge (“MDFC”)
for its use of the Interconnection Facilities identified in Appendix A which serve only
MDEA/Cities (“Dedicated Facilities”).
2.
The MDFC for any calendar month shall be determined by application of the Monthly
Dedicated Facilities Charge Formula set forth below.
DFC = Monthly Dedicated Facilities Charge
or
DFC =
DFI * NTSRR
12 * TPLT
Where,
3.
DFI =
Provider’s gross investment in Dedicated Facilities at the
end of the applicable service month.
NTSRR =
the Network Transmission Service Revenue Requirement in
effect at the end of the service month, as determined under
the provisions of Schedule H of the Provider’s Tariff.
TPLT =
the Provider’s transmission plant in service balance utilized
in the determination of the NTSRR value, as defined above.
In the event the Provider’s Tariff is replaced or superseded by a Successor Tariff
administered by the Provider, a successor organization, or a Regional Transmission
Organization, the rates, terms, and conditions of said Successor Tariff that apply to
charges for similarly dedicated facilities, if any, shall apply to and replace the provisions of
this Appendix E as of the date the Successor Tariff becomes effective. Should such
Successor Tariff not contain rate provisions for such dedicated facilities, then Provider or
its successor may file rate provisions that will permit the Provider or its successor to
recover its costs associated with the dedicated facilities identified in Appendix A.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
4.
First Revised Service Agreement No. 244
Original Page No. 71
Principles of Agreement Concerning Expansion of Facilities for Use by Other Parties
MDEA/Cities and Provider agree to the following “Principles of Agreement”
(“Principles”) with respect to changes in cost responsibility in the facilities serving
MDEA/Cities for which MDEA/Cities are paying a facilities charge under this Appendix E
in the event Provider or a third party utilize the facilities or Provider’s or third-party’s use
or planned use of the facilities makes an expansion of the facilities necessary:
a.
Use of Substation. MDEA/Cities and Provider anticipate that the Moon Lake
Substation and Clarksdale 115 kV Substation (with the exception of the through-bus
facilities of each substation) will be dedicated to MDEA/Cities’ exclusive use to facilitate
interconnection of MDEA/Cities’ system with the Provider’s system. MDEA/Cities
acknowledge, however, that use of either Substation may change in the event
MDEA/Cities, Provider, or third-parties use the Substation to facilitate the interconnection
of other facilities or equipment. MDEA/Cities further acknowledge that Provider may not
deny access to third-party use of the Substation under principles of open access, and that
Provider may elect to use the Substation for its own use if circumstances warrant.
b.
Initial and Incremental Cost Allocation. The cost of Provider’s purchase of the
Substation will be allocated 100% to MDEA/Cities under the facilities charge defined in
this Appendix E. The cost of incremental investments in Substation facilities incurred by
Provider at MDEA/Cities’ expense or for the sole benefit of MDEA/Cities will be
allocated 100% to MDEA/Cities under the facilities charge.
c.
Allocation of Costs of Investment Benefiting Others. In the event a Provider or a
third party seeks to utilize the Substation to facilitate the interconnection of their own
facilities or equipment or Provider’s or third party’s use or planned use makes expansion
of the Substation necessary, Provider will allocate the total costs of the Substation among
MDEA/Cities and the other Substation users (other than users of the Substation throughbus) on a pro rata basis determined with reference to an analysis of the MVA design
requirements of the Substation. Whether MDEA/Cities inject MVAs into the facility or
extract MVAs from the facility, MDEA/Cities will be allocated costs under the facilities
charge in proportion to MDEA/Cities’ total original declared design requirement MVA as
a fraction of the required design MVA capacity required for all Customers. For purposes
of this methodology, MDEA/Cities acknowledge that the benefits they receive from their
use of the Substation are directly proportional to their pro rata declared design
requirements of the Substation as measured by the foregoing analysis, and MDEA/Cities
further acknowledges that its facilities charge payment under Appendix E may decrease or
increase as a result of the application of this foregoing methodology.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001
Entergy Services, Inc.
FERC Electric Tariff, Second Revised Volume No. 3
First Revised Service Agreement No. 244
Original Page No. 72
Example: A single customer needs to inject a projected peak of 200 MVA into the
substation. The first customer’s facilities charge is based upon 100% of the facility
original costs. A second customer later needs to inject a projected peak of 600 MVA into
the substation. Going forward, the first customer’s facilities charge is changed to 25%
(200/800) of the new facility costs, the second customer’s facilities charge is based upon
75% (600/800) of the new facility costs. A third customer seeks to extract 400 MVA
from the substation. Going forward, the first customer’s facilities charge is changed to
16.67% (200/1200) of the new facility costs, the second customer’s DFTS is based upon
50% (600/1200) of the new facility costs, and the third customer’s facilities charge is
based upon 33.33% (400/1200) of the new facility costs.
d.
No Precedential Effect. MDEA/Cities acknowledge that Provider intends to apply
the foregoing Principles only to the facilities governed by this Appendix E, that
MDEA/Cities and Provider have agreed to these Principles as part of a comprehensive
settlement in FERC Docket No. ER01-1593-000, and that Provider’s agreement to these
Principles does not bind or require Provider to apply these Principles to other facilities.
5.
Increased Investment in Facilities
With respect to increases in investment that allow Provider to serve MDEA/Cities
(investments made at MDEA/Cities’ request and investments made to maintain service to
MDEA/Cities), Provider will charge MDEA/Cities the incremental cost of the new
investment. Provider will not charge MDEA/Cities for investments not needed to serve
MDEA/Cities and not requested by MDEA/Cities.
Issued by: J.P. Zimmerman III, Mgr., Transmission Policy
Issued on: December 21, 2001
Effective Date: May 1, 2001