Section 467.APPENDIX C Contract
STANDARD AGREEMENT
FOR INTERCONNECTION
OF DISTRIBUTED ENERGY
RESOURCES FACILITIES WITH A
CAPACITY MORE THAN
10 MVA
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This agreement ("Agreement") is made and entered
into this
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day of
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, by and between
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("interconnection customer"),
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as an individual person, or as a
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organized and existing under the
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laws of the State of
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and
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, ("Electric
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Distribution Company" (EDC)), a
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existing under the laws of the State of
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Illinois. Interconnection customer and EDC each may be
referred to as a "Party", or collectively as the "Parties".
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Recitals:
Whereas, interconnection customer is proposing to
install or direct the installation of a distributed energy resources (DER)
facility, or is proposing a generating capacity addition to an existing DER
facility, consistent with the interconnection request application form
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completed by interconnection customer on
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(Date)
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and included in this Agreement as
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Attachment 9; and
Whereas, the interconnection customer will operate
and maintain, or cause the operation and maintenance of, the DER facility; and
Whereas, interconnection customer desires to
interconnect the DER facility with EDC's electric distribution system.
Now, therefore, in consideration of the premises and
mutual covenants set forth in this Agreement, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the Parties covenant and agree as follows:
Article 1. Scope and Limitations of
Agreement
1.1 This
Agreement shall be used for all approved interconnection requests for DER facilities
that are greater than 10 MVA according to the procedures set forth in Part 467
of the Commission's rules (83 Ill. Adm. Code 467) (referred to as the Illinois
Large Distributed Energy Resources Interconnection Standard).
1.2 This
Agreement governs the terms and conditions under which the DER facility will
interconnect to, and operate in parallel with, the EDC's electric distribution
system.
1.3 This
Agreement does not constitute an agreement to purchase or deliver the
interconnection customer's power.
1.4 Nothing
in this Agreement is intended to affect any other agreement between the EDC and
the interconnection customer.
1.5 Terms
used in this Agreement are defined in Attachment 1 to this Agreement, unless
otherwise noted.
1.6 Responsibilities of the Parties
1.6.1 The
Parties shall perform all obligations of this Agreement in accordance with all
applicable laws and regulations.
1.6.2 The EDC
shall construct, own, operate, and maintain its interconnection facilities in
accordance with this Agreement.
1.6.3 The
interconnection customer shall construct, own, operate, and maintain its DER
facility and interconnection facilities in accordance with this Agreement.
1.6.4 Each
Party shall operate, maintain, repair, and inspect, and shall be fully
responsible for, the facilities that it now or subsequently may own unless
otherwise specified in the attachments to this Agreement. Each Party shall be
responsible for the safe installation, maintenance, repair and condition of its
respective lines and appurtenances on its respective sides of the point of
interconnection.
1.6.5 The
interconnection customer agrees to design, install, maintain and operate its DER
facility so as to minimize the likelihood of causing an adverse system impact
on the electric distribution system or any other electric system that is not
owned or operated by the EDC.
1.7 Parallel Operation Obligations
Once the DER facility has been
authorized to commence parallel operation, the interconnection customer shall
abide by all operating procedures established by the applicable technical
standards. The EDC shall use relevant technical standards adopted by the
applicable regional transmission organization (RTO). If such standards do not
exist, the parties shall negotiate adjustments or modifications to the IEEE
1547 technical standard necessary due to electric system conditions or
constraints, or to unique generator characteristics. The EDC shall provide the
interconnection customer with a written explanation for any departure from
parallel operation obligations contained in the published technical standard.
1.8 Metering and Data Acquisition Equipment
The interconnection customer shall
be responsible for the cost to purchase, install, operate, maintain, test,
repair, and replace metering and data acquisition equipment specified in
Attachments 6 and 7 of this Agreement.
1.9 Reactive Power
1.9.1 The
interconnection customers shall design their DER facilities to maintain a power
factor at the point of interconnection between .95 lagging and .95 leading at
all times.
1.9.2 Any EDC
requirements for meeting a specific voltage or specific reactive power schedule
as a condition for interconnection shall be clearly specified in Attachment 4.
Under no circumstance shall the EDC's additional requirements for voltage or
reactive power schedules exceed the normal operating capabilities of the DER
facility.
1.9.3 If the
interconnection customer does not operate the DER facility within the power
factor range specified in Attachment 4, or does not operate the distribute
generation facility in accordance with a voltage or reactive power schedule
specified in Attachment 4, the interconnection customer is in default under
this Agreement, and the terms of Article 6.5 apply.
1.10 Standards of Operations
The interconnection customer shall
obtain all certifications, permits, licenses and approvals necessary to
construct, operate and maintain the facility and to perform its obligations
under this Agreement. The interconnection customer is responsible for
coordinating and synchronizing the DER facility with the EDC's system. The
interconnection customer is responsible for any damage that is caused by the
interconnection customer's failure to coordinate or synchronize the DER
facility with the electric distribution system. The interconnection customer
agrees to be primarily liable for any damages resulting from the continued operation
of the DER facility after the EDC ceases to energize the line section to which
the DER facility is connected. In Attachment 4, the EDC shall specify the
shortest reclose time setting for its protection equipment that could affect
the DER facility. The EDC shall notify the interconnection customer at least 10
business days prior to adopting a faster reclose time on any automatic
protective equipment such as a circuit breaker or line recloser, that might
affect the DER facility.
Article 2. Inspection, Testing,
Authorization, and Right of Access
2.1 Equipment Testing and Inspection
The interconnection customer shall
test and inspect its DER facility including the interconnection equipment prior
to interconnection in accordance with EDC requirements. The interconnection
customer shall not operate its DER facility in parallel with the EDC's electric
distribution system without prior written authorization by the EDC as provided
for in Articles 2.1.1-2.1.3. The EDC's requirements for testing and inspection
shall not constitute or be construed as conforming or endorsing the design. Nor
are such inspections any warranty of safety, durability or reliability of the
interconnection customer's DER facility.
2.1.1 The EDC
shall perform a witness test after construction of the DER facility is
completed, but before parallel operation, unless the EDC specifically waives
the witness test. The interconnection customer shall provide the EDC at least
15 business days' notice of the planned commissioning test for the DER
facility. If the EDC performs a witness test at a time that is not concurrent
with the commissioning test, it shall contact the interconnection customer to
schedule the witness test at a mutually agreeable time. If the EDC does not
perform the witness test within 10 business days after the commissioning test,
the witness test is deemed waived unless the Parties mutually agree to extend
the date for scheduling the witness test, or unless the EDC cannot do so for
good cause, in which case, the Parties shall agree to another date for
scheduling the test. If the witness test is not acceptable to the EDC, the EDC
shall deliver in writing a detailed technical description of all deficiencies
of the DER facility identified by the EDC during the witness test. The interconnection
customer has 30 business days after receipt of the written description to
address and resolve any deficiencies. This time period may be extended upon
agreement between the EDC and the interconnection customer. If the
interconnection customer fails to address and resolve the deficiencies to the
satisfaction of the EDC, the applicable cure provisions of Article 6.5 shall
apply. The interconnection customer shall, if requested by the EDC, provide a
copy of documentation in its possession regarding testing.
2.1.2 If the
interconnection customer conducts interim testing of the DER facility prior to
the witness test, the interconnection customer shall obtain permission from the
EDC before each occurrence of operating the DER facility in parallel with the
electric distribution system. The EDC may, at its own expense, send qualified personnel
to the DER facility to observe such interim testing, but it cannot mandate that
these tests be considered in the final witness test. The EDC is not required to
observe the interim testing or precluded from requiring the tests be repeated
at the final witness test. During and leading up to the witness test, the EDC
shall not limit the interconnection customer’s ability to test the DER facility
during normal working hours except for safety and reliability reasons.
2.1.3 After
the DER facility passes the witness test, the EDC shall affix an authorized
signature to the certificate of completion and return it to the interconnection
customer approving the interconnection and authorizing parallel operation. The
authorization shall not be conditioned or delayed and the EDC shall return the
signed certificate of completion to the interconnection customer no more than
10 business days after the date that the DER facility passes the witness test.
2.2 Commercial Operation
The interconnection customer shall
not operate the DER facility, except for interim testing as provided in Article
2.1, until such time as the certificate of completion is signed by all Parties.
2.3 Right of Access
The EDC shall have access to the
disconnect switch and metering equipment of the DER facility at all times. When
practical, the EDC shall provide notice to the interconnection customer prior
to using its right of access.
Article 3. Effective Date, Term,
Termination, and Disconnection
3.1 Effective Date
This Agreement shall become
effective upon execution by all Parties and the effective date shall be the
date noted in the first paragraph of this Agreement.
3.2 Term of Agreement
This Agreement shall remain in
effect unless terminated in accordance with Article 3.3 of this Agreement.
3.3 Termination
3.3.1 The
interconnection customer may terminate this Agreement at any time by giving the
EDC 30 calendar days prior written notice.
3.3.2 Either Party may terminate
this Agreement after default pursuant to Article 6.5.
3.3.3 The EDC
may terminate upon 60 calendar days' prior written notice for failure of the
interconnection customer to complete construction of the DER facility within 12
months after the in-service date as specified by the Parties in Attachment 2,
which may be extended by agreement between the Parties.
3.3.4 The EDC
may terminate this Agreement, upon 60 calendar days' prior written notice, if
the interconnection customer has abandoned, cancelled, permanently disconnected
or stopped development, construction, or operation of the DER facility for a
period of 60 calendar days or longer or if the interconnection customer fails
to operate the DER facility in parallel with the EDC's electric system for
three consecutive years.
3.3.5 Upon
termination of this Agreement, the DER facility will be disconnected from the
EDC's electric distribution system. Terminating this Agreement does not relieve
either Party of its liabilities and obligations that are due or continuing when
the Agreement is terminated.
3.3.6 If the
Agreement is terminated, the interconnection customer loses its queue position.
3.4 Temporary Disconnection
A Party may temporarily disconnect
the DER facility from the electric distribution system in the event one or more
of the following conditions or events occurs:
3.4.1 Emergency
conditions – shall mean any condition or situation: (1) that in the judgment of
the Party making the claim is likely to endanger life or property; or (2) that
the EDC determines is likely to cause an adverse system impact, or is likely to
have a material adverse effect on the EDC's electric distribution system,
interconnection facilities or other facilities, or it is likely to interrupt or
materially interfere with the provision of electric utility service to other
customers; or (3) that is likely to cause a material adverse effect on the DER
facility or the interconnection equipment. Under emergency conditions, the EDC
or the interconnection customer may suspend interconnection service and
temporarily disconnect the DER facility from the electric distribution system.
The EDC must notify the interconnection customer when it becomes aware of any
conditions that might affect the interconnection customer's operation of the DER
facility. The interconnection customer shall notify the EDC when it becomes
aware of any condition that might affect the EDC's electric distribution
system. To the extent information is known, the notification shall describe the
condition, the extent of the damage or deficiency, the expected effect on the
operation of both Parties' facilities and operations, its anticipated duration,
and the necessary corrective action.
3.4.2 Scheduled
maintenance, construction, or repair – the EDC may interrupt interconnection
service or curtail the output of the DER facility and temporarily disconnect
the DER facility from the EDC's electric distribution system when necessary for
scheduled maintenance, construction, or repairs on EDC's electric distribution
system. The EDC shall provide the interconnection customer with notice no less
than 5 business days before an interruption due to scheduled maintenance,
construction, or repair, or the EDC shall provide notice immediately if the
scheduled maintenance, construction, or repair is scheduled less than 5
business days in advance. The EDC shall coordinate the reduction or temporary
disconnection with the interconnection customer; however, the interconnection
customer is responsible for out-of-pocket costs incurred by the EDC for
deferring or rescheduling maintenance, construction or repair at the
interconnection customer's request.
3.4.3 Forced
outages – The EDC may suspend interconnection service to repair the EDC's electric
distribution system. The EDC shall provide the interconnection customer with
prior notice, if possible. If prior notice is not possible, the EDC shall, upon
written request, provide the interconnection customer with written
documentation, after the fact, explaining the circumstances of the
disconnection.
3.4.4 Adverse
system impact – the EDC must provide the interconnection customer with written
notice of its intention to disconnect the DER facility, if the EDC determines
that operation of the DER facility creates an adverse system impact. The
documentation that supports the EDC's decision to disconnect must be provided
to the interconnection customer. The EDC may disconnect the DER facility if,
after receipt of the notice, the interconnection customer fails to remedy the
adverse system impact, unless emergency conditions exist, in which case, the
provisions of Article 3.4.1 apply. The EDC may continue to leave the generating
facility disconnected until the adverse system impact is corrected.
3.4.5 Modification
of the DER facility – The interconnection customer must receive written
authorization from the EDC prior to making any change to the DER facility,
other than a minor equipment modification. If the interconnection customer
modifies its facility without the EDC's prior written authorization, the EDC
has the right to disconnect the DER facility until such time as the EDC
concludes, at the interconnection customer's cost, the modification poses no
threat to the safety or reliability of its electric distribution system.
3.4.6 The EDC's
compliance with Article 3 shall preclude any claim for damages for any lost
opportunity or other costs incurred by the interconnection customer as a result
of an interruption of service under Article 3. Any dispute over whether the EDC
complied with Article 3 shall be resolved in accordance with the dispute
resolution mechanism set forth in Article 8.
Article 4. Cost Responsibility for
Interconnection Facilities and System Upgrades
4.1 Interconnection Facilities
4.1.1 The
interconnection customer shall pay for, or reimburse the EDC, as applicable,
for, the cost of the interconnection facilities itemized in Attachment 3. The
EDC shall identify the interconnection facilities necessary to interconnect the
DER facility with the EDC's electric distribution system, the estimated cost of
those facilities, and the estimated time required to build and install those
facilities, as well as an estimated date of completion of the building or
installation of these facilities.
4.1.2 The
interconnection customer is responsible for its expenses, including overheads,
associated with owning, operating, maintaining, repairing, and replacing its
interconnection equipment.
4.2 System Upgrades
The EDC shall design, procure,
construct, install, and own any system upgrades. The actual cost of the system
upgrades, including overheads, shall be directly assigned to, and shall be paid
by, or reimbursed by, the interconnection customer whose DER facility caused
the need for the system upgrades.
Article 5. Billing, Payment, Milestones,
and Financial Security
5.1 Billing and Payment Procedures and Final
Accounting
5.1.1 The EDC
shall bill the interconnection customer for the design, engineering,
construction, and procurement costs of EDC-provided interconnection facilities
and system upgrades contemplated by this Agreement as set forth in Attachment
3. The billing shall occur on a monthly basis, or as otherwise agreed to
between the Parties. The interconnection customer shall pay each bill within 30
calendar days after receipt, or as otherwise agreed to between the Parties.
5.1.2 Unless
waived by the interconnection customer, within 90 calendar days after
completing the construction and installation of the EDC's interconnection
facilities and system upgrades described in Attachments 2 and 3 to this
Agreement, the EDC shall provide the interconnection customer with a final
accounting report of any difference between (1) the actual cost incurred to
complete the construction and installation of the EDC's interconnection
facilities and system upgrades; and (2) the interconnection customer's previous
deposit and aggregate payments to the EDC for the interconnection facilities
and system upgrades. If the interconnection customer's cost responsibility
exceeds its previous deposit and aggregate payments, the EDC shall invoice the
interconnection customer for the amount due and the interconnection customer
shall pay the EDC within 30 calendar days. If the interconnection customer's
previous deposit and aggregate payments exceed its cost responsibility under
this Agreement, the EDC shall refund to the interconnection customer an amount
equal to the difference within 30 calendar days after the final accounting
report. If the difference between the budget estimate and the actual cost
exceeds 20%, the EDC will provide a written explanation for the difference.
5.1.3 If a
Party disputes any portion of its payment obligation pursuant to this Article
5, the Party shall pay in a timely manner all non-disputed portions of its invoice,
and the disputed amount shall be resolved pursuant to the dispute resolution
provisions contained in Article 8. A Party disputing a portion of an Article 5
payment shall not be considered to be in default of its obligations under this
Article.
5.2 Interconnection
Customer Deposit
Within 15 business days after
signing and returning the interconnection agreement to the EDC, the
interconnection customer shall provide the EDC with a deposit equal to 100% of
the estimated, non-binding cost that exceeds the unused application fee amount
to design, engineer, procure, install, or construct that particular portion of
any such interconnection facilities or system upgrades. However, when the
estimated date of completion of the interconnection facilities or system
upgrades exceeds three months from the date of notification under Article 4.1.1
of this Agreement, this deposit may be held in escrow by a mutually agreed-upon
third-party, with any interest to inure to the benefit of the interconnection
customer. The parties may mutually agree to waive or modify the customer
deposit requirement if alternative financial security arrangements are made
under Article 5.4 of this Agreement. To the extent that this interconnection
agreement is terminated for any reason, the EDC shall return all deposits
provided by the interconnection customer, less any actual costs incurred by the
EDC.
5.3 Milestones
The Parties shall agree on
milestones for which each Party is responsible and list them in Attachment 5 of
this Agreement. A milestone for any Party established under this provision may
be extended by mutual agreement. If a Party anticipates that it will be unable
to meet a milestone for any reason other than a force majeure event, it shall
immediately notify the other Party of the reasons for not meeting the milestone
and propose the earliest reasonable alternate date by which it can attain this
and future milestones. The appropriate amendments shall be made to Attachment
5. The Party affected by the failure to meet a milestone shall not unreasonably
withhold agreement to an amendment.
5.4 Alternative
Financial Security Arrangements
By mutual agreement of the Parties,
as an alternative to the customer deposit requirement in Article 5.2, the Parties
may agree to provide the EDC with a guarantee, surety bond, letter of credit or
other form of security that is reasonably acceptable to the EDC and is
consistent with the Uniform Commercial Code of the jurisdiction where the point
of interconnection is located. The security for payment shall be in an amount
sufficient to cover the costs for constructing, designing, engineering,
procuring and installing the applicable portion of the interconnection
facilities and system upgrades and shall be reduced on a dollar-for-dollar
basis for payments made to the EDC under this Agreement. In addition:
5.4.1 The
guarantee must be made by an entity that meets the creditworthiness
requirements of the EDC, and contain terms and conditions that guarantee
payment of any amount that may be due from the interconnection customer, up to
an agreed-to maximum amount.
5.4.2 The
letter of credit or surety bond must be issued by a financial institution or
insurer reasonably acceptable to the EDC and must specify a reasonable
expiration date.
Article 6. Assignment, Limitation on
Damages, Indemnity, Force Majeure, and Default
6.1 Assignment
This Agreement may be assigned by
either Party. If the interconnection customer attempts to assign this Agreement,
the assignee must agree to the terms of this Agreement in writing and such
writing must be provided to the EDC. Any attempted assignment that violates
this Article is void and ineffective. Assignment shall not relieve a Party of
its obligations, nor shall a Party's obligations be enlarged, in whole or in
part, by reason of the assignment. An assignee is responsible for meeting the
same obligations as the assignor.
6.1.1 Either
Party may assign this Agreement without the consent of the other Party to any
affiliate (including mergers, consolidations, or transfers, or a sale of a
substantial portion of the Party's assets, between the Party and another
entity), of the assigning Party that has an equal or greater credit rating and
the legal authority and operational ability to satisfy the obligations of the
assigning Party under this Agreement.
6.1.2 The
interconnection customer can assign this Agreement, without the consent of the
EDC, for collateral security purposes to aid in providing financing for the DER
facility.
6.2 Limitation on Damages
Except for cases of gross
negligence or willful misconduct, the liability of any Party to this Agreement
shall be limited to direct actual damages and reasonable attorney's fees, and
all other damages at law are waived. Under no circumstances, except for cases
of gross negligence or willful misconduct, shall any Party or its directors,
officers, employees and agents, or any of them, be liable to another Party,
whether in tort, contract or other basis in law or equity for any special,
indirect, punitive, exemplary or consequential damages, including lost profits,
lost revenues, replacement power, cost of capital or replacement equipment.
This limitation on damages shall not affect any Party's rights to obtain
equitable relief, including specific performance, as otherwise provided in this
Agreement. The provisions of this Article 6.2 shall survive the termination or
expiration of the Agreement.
6.3 Indemnity
6.3.1 This
provision protects each Party from liability incurred to third parties as a
result of carrying out the provisions of this Agreement. Liability under this
provision is exempt from the general limitations on liability found in Article
6.2.
6.3.2 The interconnection
customer shall indemnify and defend the EDC and the EDC's directors, officers,
employees, and agents, from all damages and expenses resulting from a third
party claim arising out of or based upon the interconnection customer's (a)
negligence or willful misconduct or (b) breach of, or performance under, this
Agreement.
6.3.3 The EDC
shall indemnify and defend the interconnection customer and the interconnection
customer's directors, officers, employees, and agents from all damages and
expenses resulting from a third party claim arising out of or based upon the
EDC's (a) negligence or willful misconduct or (b) breach of performance under
this Agreement.
6.3.4 Within
5 business days after receipt by an indemnified Party of any claim or notice that
an action or administrative or legal proceeding or investigation as to which
the indemnity provided for in this Article may apply has commenced, the
indemnified Party shall notify the indemnifying Party of such fact. The failure
to notify, or a delay in notification, shall not affect a Party's
indemnification obligation unless that failure or delay is materially
prejudicial to the indemnifying Party.
6.3.5 If an
indemnified Party is entitled to indemnification under this Article as a result
of a claim by a third party, and the indemnifying Party fails, after notice and
reasonable opportunity to proceed under this Article, to assume the defense of
such claim, that indemnified Party may, at the expense of the indemnifying
Party, contest, settle or consent to the entry of any judgment with respect to,
or pay in full, the claim.
6.3.6 If an
indemnifying Party is obligated to indemnify and hold any indemnified Party
harmless under this Article, the amount owing to the indemnified person shall
be the amount of the indemnified Party's actual loss, net of any insurance or
other recovery.
6.4 Force Majeure
6.4.1 As used
in this Article, a force majeure event shall mean any act of God, labor
disturbance, act of the public enemy, war, acts of terrorism, insurrection,
riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment through no direct, indirect, or contributory act of a Party, any
order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party's control.
A force majeure event does not include an act of gross negligence or
intentional wrongdoing by the Party claiming force majeure.
6.4.2 If a
force majeure event prevents a Party from fulfilling any obligations under this
Agreement, the Party affected by the force majeure event ("Affected Party")
shall notify the other Party of the existence of the force majeure event within
one business day or as soon as possible. The notification must specify the
circumstances of the force majeure event, its expected duration, and the steps
that the Affected Party is taking and will take to mitigate the effects of the
event on its performance. If the initial notification is verbal, it must be
followed up with a written notification within one business day or as soon as
reasonably possible. The Affected Party shall keep the other Party informed on
a continuing basis of developments relating to the force majeure event until
the event ends. The Affected Party may suspend or modify its obligations under
this Agreement (other than the obligation to make payments) only to the extent
that the effect of the force majeure event cannot be otherwise mitigated.
6.5 Default
6.5.1 No
default shall exist when the failure to discharge an obligation (other than the
payment of money) results from a force majeure event as defined in this
Agreement, or the result of an act or omission of the other Party.
6.5.2 A Party
shall be in default ("Default") of this Agreement if it fails in any
material respect to comply with, observe or perform, or defaults in the performance
of, any covenant or obligation under this Agreement and fails to cure the
failure within 60 calendar days after receiving written notice from the other
Party. Upon a default of this Agreement, the non-defaulting Party shall give
written notice of the default to the defaulting Party. Except as provided in
Article 6.5.3, the defaulting Party has 60 calendar days after receipt of the
default notice to cure the default; provided, however, if the default cannot be
cured within 60 calendar days, the defaulting Party shall commence the cure
within 20 calendar days after original notice and complete the cure within six
months from receipt of the default notice; and, if cured within that time, the
default specified in the notice shall cease to exist.
6.5.3 If a
Party has assigned this Agreement in a manner that is not specifically
authorized by Article 6.1, fails to provide reasonable access pursuant to
Article 2.3, and is in default of its obligations pursuant to Article 7, or if
a Party is in default of its payment obligations pursuant to Article 5 of this
Agreement, the defaulting Party has 30 days from receipt of the default notice
to cure the default. In the case of default, the EDC shall continue to have the
right of access to the customer's disconnect switch and metering equipment, as
provided in Article 2.3.
6.5.4 If a
default is not cured as provided for in this Article, or if a default is not
capable of being cured within the period provided for in this Article, the
non-defaulting Party shall have the right to terminate this Agreement by
written notice, and be relieved of any further obligation under this Agreement
and, whether or not that Party terminates this Agreement, to recover from the
defaulting Party all amounts due under this Agreement, plus all other damages
and remedies to which it is entitled at law or in equity. The provisions of
this Article shall survive termination of this Agreement.
Article 7. Insurance
The EDC and the interconnection customer shall negotiate the
amounts of the comprehensive/general liability insurance coverage that shall be
continuously maintained by the interconnection customer during the term of this
agreement. The interconnection customer agrees to provide the EDC with at least
30 calendar days advance written notice of cancellation, reduction in limits,
or non-renewal of any insurance policy required by this Article.
Article 8. Dispute Resolution
8.1 Parties
shall attempt to resolve all disputes regarding interconnection as provided in
this Article in a good faith manner.
8.2 If
there is a dispute between the Parties about implementation or an
interpretation of the Agreement, the aggrieved Party shall issue a written
notice to the other Party to the agreement that specifies the dispute and the
Agreement articles that are disputed.
8.3 A
meeting between the Parties shall be held within 10 business days after receipt
of the written notice. Persons with decision-making authority from each Party
shall attend the meeting. If the dispute involves technical issues, persons
with sufficient technical expertise and familiarity with the issue in dispute
from each Party shall also attend the meeting. The meeting may be conducted by
teleconference. The informal process between the parties shall extend 30 days
after the receipt of written notice, after which the dispute is deemed resolved
and the timeframes for decisions within the interconnection process resume,
unless one of the parties seeks resolution through non-binding arbitration
procedures described in Article 8.4 or files a formal complaint at the
Commission prior to the end of the 30-day period.
8.4 If the
parties are unable to resolve the dispute through the process outlined in Article
8.3, either party may submit the interconnection dispute to an Ombudsman for non-binding
arbitration. The party electing non-binding arbitration shall notify the other
party of the request in writing. The non-binding arbitration process is
limited to 60 days, absent mutual agreement of the parties and the Ombudsman to
a longer period.
8.5 Each
party shall bear its own fees, costs and expenses and an equal share of the
expenses of the non-binding arbitration.
8.6 Within
10 days after the conclusion of the procedures in Article 8.4, either party may
initiate a formal complaint with the Commission and ask for an expedited
resolution of the dispute. If the complaint seeks expedited resolution, any
written recommendation of the Ombudsman shall be appended to the complaint. The
formal complaint shall proceed as a contested hearing pursuant to the
Commission’s Rules of Practice
8.7 A party
may, after good faith negotiations have failed, decline to pursue non-binding
arbitration and instead initiate a formal complaint with the Commission. The
formal complaint shall proceed as a contested hearing pursuant to the
Commission's Rules of Practice.
8.8 Pursuit
of dispute resolution may not affect an interconnection request or an
interconnection applicant's queue position.
8.9 If the
Parties fail to resolve their dispute under the dispute resolution provisions
of this Article, nothing in this Article shall affect any Party's rights to
obtain equitable relief, including specific performance, as otherwise provided
in this Agreement.
Article 9. Miscellaneous
9.1 Governing Law, Regulatory Authority, and Rules
The validity, interpretation and
enforcement of this Agreement and each of its provisions shall be governed by
the laws of the State of Illinois, without regard to its conflicts of law
principles. This Agreement is subject to all applicable laws and regulations.
Each Party expressly reserves the right to seek change in, appeal, or otherwise
contest any laws, orders or regulations of a governmental authority. The
language in all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against the EDC
or interconnection customer, regardless of the involvement of either Party in
drafting this Agreement.
9.2 Amendment
Modification of this Agreement
shall be only by a written instrument duly executed by both Parties.
9.3 No Third-Party Beneficiaries
This Agreement is not intended to
and does not create rights, remedies, or benefits of any character whatsoever
in favor of any persons, corporations, associations, or entities other than the
Parties, and the obligations in this Agreement assumed are solely for the use
and benefit of the Parties, their successors in interest and, where permitted,
their assigns.
9.4 Waiver
9.4.1 Except
as otherwise provided in this Agreement, a Party's compliance with any
obligation, covenant, agreement, or condition in this Agreement may be waived
by the Party entitled to the benefits thereof only by a written instrument
signed by the Party granting the waiver, but the waiver or failure to insist
upon strict compliance with the obligation, covenant, agreement, or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent
or other failure.
9.4.2. Failure
of any Party to enforce or insist upon compliance with any of the terms or
conditions of this Agreement, or to give notice or declare this Agreement or
the rights under this Agreement terminated, shall not constitute a waiver or
relinquishment of any rights set out in this Agreement, but the same shall be
and remain at all times in full force and effect, unless and only to the extent
expressly set forth in a written document signed by that Party granting the
waiver or relinquishing any such rights. Any waiver granted, or relinquishment
of any right, by a Party shall not operate as a relinquishment of any other
rights or a waiver of any other failure of the Party granted the waiver to
comply with any obligation, covenant, agreement, or condition of this Agreement.
9.5 Entire Agreement
Except as provided in Article 9.1,
this Agreement, including all attachments, constitutes the entire Agreement
between the Parties with reference to the subject matter of this Agreement, and
supersedes all prior and contemporaneous understandings or agreements, oral or
written, between the Parties with respect to the subject matter of this
Agreement. There are no other agreements, representations, warranties, or
covenants that constitute any part of the consideration for, or any condition
to, either Party's compliance with its obligations under this Agreement.
9.6 Multiple Counterparts
This Agreement may be executed in
two or more counterparts, each of which is deemed an original, but all
constitute one and the same instrument.
9.7 No Partnership
This Agreement shall not be
interpreted or construed to create an association, joint venture, agency
relationship, or partnership between the Parties or to impose any partnership
obligation or partnership liability upon either Party. Neither Party shall have
any right, power or authority to enter into any agreement or undertaking for,
or act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Party.
9.8 Severability
If any provision or portion of this
Agreement shall for any reason be held or adjudged to be invalid or illegal or
unenforceable by any court of competent jurisdiction or other governmental
authority, (1) that portion or provision shall be deemed separate and
independent, (2) the Parties shall negotiate in good faith to restore insofar
as practicable the benefits to each Party that were affected by the ruling, and
(3) the remainder of this Agreement shall remain in full force and effect.
9.9 Environmental Releases
Each Party shall notify the other Party
of the release of any hazardous substances, any asbestos or lead abatement
activities, or any type of remediation activities related to the DER facility
or the interconnection facilities, each of which may reasonably be expected to
affect the other Party. The notifying Party shall (1) provide the notice as
soon as practicable, provided that Party makes a good faith effort to provide
the notice no later than 24 hours after that Party becomes aware of the
occurrence, and (2) promptly furnish to the other Party copies of any publicly
available reports filed with any governmental authorities addressing such
events.
9.10 Subcontractors
Nothing in this Agreement shall
prevent a Party from using the services of any subcontractor it deems
appropriate to perform its obligations under this Agreement; provided, however,
that each Party shall require its subcontractors to comply with all applicable
terms and conditions of this Agreement in providing services and each Party
shall remain primarily liable to the other Party for the performance of the
subcontractor.
9.10.1 A
subcontract relationship does not relieve any Party of any of its obligations
under this Agreement. The hiring Party remains responsible to the other Party
for the acts or omissions of its subcontractor. Any applicable obligation
imposed by this Agreement upon the hiring Party shall be equally binding upon,
and shall be construed as having application to, any subcontractor of the
Party.
9.10.2 The
obligations under this Article cannot be limited in any way by any limitation
of subcontractor's insurance.
Article 10. Notices
10.1 General
Unless otherwise provided in this
Agreement, any written notice, demand, or request required or authorized in
connection with this Agreement ("Notice") shall be deemed properly
given if delivered in person, delivered by recognized national courier service,
or sent by first class mail, postage prepaid, to the person specified below:
If to Interconnection Customer:
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If to EDC:
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Alternative Forms of Notice
Any notice or request required or permitted to be given by
either Party to the other Party and not required by this Agreement to be in
writing may be given by telephone, facsimile or e-mail to the telephone numbers
and e-mail addresses set out above.
10.2 Billing and Payment
Billings and payments shall be sent
to the addresses set out below:
If to Interconnection Customer:
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10.3 Designated Operating Representative
The Parties may also designate
operating representatives to conduct the communications that may be necessary
or convenient for the administration of this Agreement. This person will also
serve as the point of contact with respect to operations and maintenance of the
Party's facilities.
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10.4 Changes to the Notice Information
Either Party may change this notice
information by giving five business days' written notice before the effective
date of the change.
Article 11. Signatures
IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed by their respective duly
authorized representatives.
For the Interconnection
Customer:
For EDC:
Attachment 1
Definitions
Adverse system impact – A negative effect that
compromises the safety or reliability of electric distribution or transmission systems
or that materially affects the quality of electric service provided to
customers. An adverse system impact shall take into consideration all higher
queued requests in all of the EDC's interconnection queues, whether
transmission, distribution subject to the jurisdiction of the Commission, or distribution
subject to the jurisdiction of another state regulatory authority.
Applicable laws and regulations – All duly
promulgated applicable federal, State and local laws, regulations, rules,
ordinances, codes, decrees, judgments, directives, judicial or administrative
orders, permits and other duly authorized actions of any governmental authority
having jurisdiction over the Parties.
Business day – Monday through Friday, excluding State
and federal holidays.
Calendar day – Any day, including Saturdays, Sundays
and State and federal holidays.
Certificate of completion – A certificate, in a form
approved by the Commission, that contains information about the interconnection
equipment to be used, its installation and local inspections (see Appendix A).
Commissioning test – A test applied to a distributed energy
resources facility by the applicant after construction is completed to verify
that the facility does not create adverse system impacts and performs to the
submitted specifications. At a minimum, the scope of the commissioning tests
performed shall include the commissioning test specified IEEE Standard 1547
Section 5.4 "Commissioning tests".
Distributed energy resources (DER) facility – The
equipment used by an interconnection customer to generate or store electricity
that operates in parallel with the electric distribution system. A DER facility
typically includes an electric generator, prime mover, and the interconnection
equipment required to safely interconnect with the electric distribution system
or a local electric power system.
Electric distribution company or EDC – Any electric utility
subject to the jurisdiction of the Illinois Commerce Commission.
Electric distribution system – The facilities and
equipment owned and operated by the EDC and used to transmit electricity to
ultimate usage points such as homes and industries from interchanges with
higher voltage transmission networks that transport bulk power over longer
distances. The voltage levels at which electric distribution systems operate
differ among areas, but generally carry less than 100 kilovolts of electricity.
Electric distribution system has the same meaning as the term Area EPS, as
defined in Section 3.1.6.1 of IEEE Standard 1547.
Force majeure event – Any act of God, labor
disturbance, act of the public enemy, war, acts of terrorism, insurrection,
riot, fire, storm or flood, explosion, breakage or accident to machinery or
equipment through no direct, indirect, or contributory act of a Party, any
order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, or any other cause beyond a Party's control.
A force majeure event does not include an act of gross negligence or
intentional wrongdoing.
Governmental authority – Any federal, State, local or
other governmental regulatory or administrative agency, court, commission,
department, board, or other governmental subdivision, legislature, rulemaking
board, tribunal, or other governmental authority having jurisdiction over the
Parties, their respective facilities, or the respective services they provide,
and exercising or entitled to exercise any administrative, executive, police,
or taxing authority or power; provided, however, that this term does not
include the interconnection customer, EDC or any affiliate of either.
IEEE Standard 1547 – The Institute of Electrical and
Electronics Engineers, Inc., 3 Park Avenue, New York, NY 10016-5997, Standard
1547 (2003), "Standard for Interconnecting Distributed Resources with
Electric Power Systems".
IEEE Standard 1547.1 – The IEEE Standard 1547.1
(2005), "Conformance Test Procedures for Equipment Interconnecting
Distributed Resources with Electric Power Systems".
Interconnection agreement or Agreement – The Agreement
between the interconnection customer and the EDC governing the connection of
the DER facility to the EDC's electric distribution system and the ongoing
operation of the DER facility after it is connected to the EDC's electric
distribution system.
Interconnection customer – The entity entering into
this Agreement for the purpose of interconnecting a DER facility to the EDC's
electric distribution system.
Interconnection equipment –A group of components or
an integrated system owned and operated by the interconnection customer that
connects an electric generator with a local electric power system, as that term
is defined in Section 3.1.6.2 of IEEE Standard 1547, or with the electric
distribution system. Interconnection equipment is all interface equipment,
including switchgear, protective devices, inverters or other interface devices.
Interconnection equipment may be installed as part of an integrated equipment
package that includes a generator or other electric source.
Interconnection facilities – Facilities and equipment
required by the EDC to accommodate the interconnection of a DER facility.
Collectively, interconnection facilities include all facilities and equipment
between the DER facility's interconnection equipment and the point of interconnection,
including any modifications or additions necessary to physically and
electrically interconnect the DER facility to the electric distribution system.
Interconnection facilities are sole use facilities and do not include system
upgrades.
Interconnection request – An applicant's request, on
the required form, for the interconnection of a new DER facility, or to
increase the capacity or change the operating characteristics of an existing DER
facility that is interconnected with the EDC's electric distribution system.
Line section – That portion of an electric
distribution system connected to an interconnection customer's site, bounded by
automatic sectionalizing devices or the end of the distribution line.
Parallel operation or Parallel – The state of
operation that occurs when a DER facility is connected electrically to the
electric distribution system.
Point of interconnection – The point where the DER
facility is electrically connected to the electric distribution system. Point
of interconnection has the same meaning as the term "point of common
coupling", defined in Section 3.1.13 of IEEE Standard 1547.
Queue position – The order an EDC receives a
completed interconnection request relative to that specific EDC's other
interconnection requests. It is established by the date that the EDC receives
the completed interconnection request.
System upgrade − A required addition to the
electric distribution or transmission system to accommodate the interconnection
of the DER facility. System upgrades do not include interconnection
facilities.
Witness test –Verification by the EDC, either by
on-site observation or review of documents, that the interconnection
installation evaluation required by the applicable technical standards has been
performed.
Attachment 2
Construction
Schedule, Proposed Equipment & Settings
This attachment shall include the following:
1. The
proposed construction schedule for the distributed energy resources facility.
2. A
one-line diagram indicating the distributed energy resources facility,
interconnection equipment, interconnection facilities and metering equipment.
3. Component specifications for equipment identified
in the one-line diagram.
4. Component settings.
5. Proposed sequence of operations.
6. A three-line diagram showing current potential
circuits for protective relays.
7. Relay tripping and control schematic diagram.
Attachment 3
Description, Costs
and Time Required to Build and Install the EDC's
Interconnection
Facilities and System Upgrades
This attachment is to be completed by the EDC and shall
include the following:
1. Required interconnection facilities and system
upgrades.
2. An
estimate of itemized costs charged by the EDC for interconnection, including
overheads, based on results from prior studies.
3. An
estimate for the time required to build and install the EDC's interconnection
facilities and system upgrades based on results from prior studies and an
estimate of the date upon which the facilities will be completed
Attachment 4
Operating
Requirements for Distributed Energy Resources Facilities Operating in Parallel
The EDC shall list specific operating practices pursuant to
Articles 1.9 and 1.10 of this Agreement and the conditions under which each
listed specific operating practice applies.
Attachment 5
Milestones
This attachment shall list the milestones identified by
mutual agreement of the parties pursuant to Article 5.3 of this Agreement.
Attachment 6
Monitoring and
Control Requirements
The EDC may request a variance to the EDC's published
monitoring and control requirements if necessary due to electric system
conditions, constraints or unique generator characteristics. A written
explanation of any modifications shall be provided below.
This attachment is to be completed by the EDC and shall
include the following:
1. The
EDC's monitoring and control requirements, along with a reference to the EDC's
written requirements documents from which these requirements are derived.
2. An internet link to the requirements documents.
3. An
explanation of any modifications to the EDC's published monitoring and control
requirements.
Attachment 7
Metering
Requirements
Any metering required for a distributed energy resources
interconnection shall be installed, operated and maintained in accordance with
applicable EDC tariffs and agreements.
This attachment is to be completed by the EDC and shall
include the following:
1. The metering requirements for the distributed energy
resources facility.
2. Identification of the appropriate tariffs that
establish these requirements.
3. An internet link to these tariffs.
Attachment 8
As-Built Documents
This attachment is to be completed by the interconnection
customer and shall include the following:
When it returns the certificate of completion to the EDC,
the interconnection customer shall provide the EDC with documents detailing the
as-built status of the following:
1. A
one-line diagram indicating the distributed energy resources facility,
interconnection equipment, interconnection facilities, and metering equipment.
2. Component specifications for equipment identified
in the one-line diagram.
3. Component settings.
4. Sequence of operations.
5. A three-line diagram showing current potential
circuits for protective relays.
6. Relay tripping and control schematic diagram.
Attachment 9
Application and
Supporting Documentation
Attached to this Agreement are the interconnection customer's
interconnection request application form and all other supporting documents
used by the Parties to determine the requirements for connecting the distributed
energy resources facility.
(Source: Amended at 46 Ill. Reg. 9788,
effective May 26, 2022)