EXHIBIT B-8
American Transmission Company LLC Original Sheet No.
FERC Electric Tariff No. 1 --
NETWORK OPERATING AGREEMENT
1 PURPOSE OF AGREEMENT
By this agreement, the Parties, American Transmission Company LLC
("Transmission Provider" or ATCLLC) and ("Transmission Customer")
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agree that the provisions of this Network Operating Agreement (NOA), the Network
Integration Transmission Service Agreement (NITS) and the Transmission
Provider's Open Access Transmission Tariff (OATT or "Tariff") govern the terms
and conditions of the Transmission Provider's rendering of transmission service
to the Transmission Customer, as each may be amended from time to time.
The Parties agree that the Transmission Provider will provide Network
Integration Transmission Service to Transmission Customer pursuant to the OATT,
which allows Transmission Customer to integrate, economically dispatch and
regulate its current and planned Network Resources to serve its Network Load and
to deliver economy energy purchases to its Network Load from non-designated
resources on an as-available basis without additional charge.
2 GENERAL PROVISIONS
2.1 The Transmission Customer shall comply fully with the terms and
conditions of this NOA except to the extent an executed
interconnection agreement between the Parties provides otherwise, in
which case, compliance with the relevant provision(s) of the
interconnection agreement(s) shall be deemed compliance with the
applicable provision of this NOA. The terms of any executed agreement
for interconnection service between the Parties shall govern such
service and control over this NOA with respect to such service.
2.2 The Parties agree to:
(a) operate and maintain equipment necessary for incorporating the
Transmission Customer within the Transmission Provider's
Transmission System (including, but not limited to, remote
terminal units, metering, communications and relaying equipment);
(b) transfer data (including, but not limited to, operational
dispatch cost characteristics of Network Resources, generation
schedules for Network Resources, interchange schedules, unit
outputs for redispatch required under Section 30.5 of the OATT,
voltage schedules, loss factors and other real time data
reasonably required for provision of transmission service under
the Tariff) between their respective control centers;
(c) implement software programs required for data links and
redispatching to relieve constraints;
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(d) exchange data on forecasted loads and resources necessary for
planning and operations; and
(e) address any other technical and operational considerations
required for implementation of the OATT.
2.3 The Transmission Customer shall:
(a) operate as a control area under applicable guidelines of the
North American Electric Reliability Council (NERC) or its
successor, as well as the Mid-America Interconnected Network
(MAIN) or the applicable regional reliability council; or
(b) operate within a Control Area operated by the Transmission
Provider, and satisfy its load balancing area requirements,
including all Ancillary Services, by providing them itself or by
contracting with another entity which can satisfy those
requirements in a manner that is consistent with Good Utility
Practice and which satisfies NERC and MAIN guidelines; or
(c) operate within another Control Area and satisfy its load
balancing area requirements, including all Ancillary Services, by
providing them itself or by contracting with another entity which
can satisfy those requirements in a manner that is consistent
with Good Utility Practice and which satisfies NERC and MAIN
guidelines.
2.4 Unless specified herein, capitalized terms shall refer to terms
defined in the OATT. The OATT and the Network Integration Transmission
Service Agreement are incorporated herein and made a part hereof.
3 NETWORK SERVICE
3.1 General. This Network Operating Agreement sets out the terms and
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conditions under which Transmission Provider and the Transmission
Customer will operate their respective systems. The Parties shall
operate and maintain their respective systems in a manner that will
allow Transmission Provider to operate its system consistent with Good
Utility Practice; provided, however, that notwithstanding any other
provision of this Network Operating Agreement, Transmission Provider
shall retain the sole responsibility and authority for the operating
decisions as they relate to the integrity and the security of the
Transmission System.
3.2 Loss of Power Supply. In the event a transmission constraint or other
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contingency causes the loss of access to a Transmission Customer's
particular power supply resource, the loss of such resource may
require the curtailment of the Transmission Customer's Network Load
unless the Transmission Customer obtains substitute resources to serve
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such Network Loads within the time that is customary in the MAIN or
applicable regional reliability council for obtaining replacement
power supplies. Any curtailment will be implemented pursuant to the
OATT.
3.3 Notice of Transmission Service interruptions: If at any time, in the
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reasonable exercise of the Transmission Provider's judgment, operation
of the Transmission Customer's equipment adversely affects the quality
of service or interferes with the safe and reliable operation of the
system, the Transmission Provider may discontinue transmission service
until the condition has been corrected. Unless the Transmission
Provider perceives that an emergency exists or the risk of an
emergency is imminent, the Transmission Provider shall give the
Transmission Customer reasonable notice of its intention to
discontinue transmission service and, where practical, allow suitable
time for the Transmission Customer to remove the interfering
condition. The Transmission Provider's judgment with regard to the
discontinuance of service under this paragraph shall be made in
accordance with Good Utility Practice and NERC and MAIN guidelines. In
the case of such discontinuance, the Transmission Provider shall
immediately confer with the Transmission Customer regarding the
conditions causing such discontinuance and its recommendation
concerning timely correction thereof.
4 NETWORK OPERATING COMMITTEE
4.1 Membership. The Network Operating Committee shall be composed of a
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representative from each Transmission Customer taking service under
Part III of the OATT and the Transmission Provider or their designated
agents.
4.2 Responsibilities. The Network Operating Committee shall: (1) adopt
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rules and procedures consistent with this NOA and the OATT governing
operating and technical requirements for implementing the OATT; (2)
review Network Resources and Network Loads on an annual basis in order
to assess the adequacy of the Transmission System; (3) establish
procedures for coordinating maintenance schedules, as provided below;
and (4) review the adequacy, procurement, management and verification
of Ancillary Services and other operating criteria from time to time.
5 SERVICE FOR A NETWORK RESOURCE
The following terms and conditions apply to service for a generator Network
Resource connected to the Transmission System:
5.1 Voltage or Reactive Control Requirements.
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5.1.1 Unless directed otherwise, the Transmission Customer will
operate its interconnected generation facility(ies) with an
automatic voltage regulator(s). The voltage regulator will
control voltage at the Point(s) of Receipt consistent with the
range of voltage required by the Transmission Provider, the
Transmission Provider's agent, MAIN or other applicable regional
reliability council.
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5.1.2 At the discretion of the Transmission Provider, the Transmission
Provider's agent, MAIN or other applicable regional reliability
council, the Transmission Customer may be directed to deactivate
the automatic voltage regulator and to supply reactive power per
a schedule provided by the Transmission Provider.
5.1.3 If the Transmission Customer has not installed capacity
sufficient to operate its generation facility consistent with
recommendations of the Transmission Provider resulting from the
System Impact and Facilities Studies or fails to operate at such
capacity, the Transmission Provider may install, at the
Transmission Customer's expense, reactive compensation equipment
necessary to ensure the proper voltage or reactive supply at the
Point(s) of Receipt.
5.2 Protection Requirements. Transmission Customer must comply with the
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protection requirements as defined by MAIN or other applicable
regional reliability council and any interconnection agreement(s)
between Transmission Provider and Transmission Customer.
5.3 Operational Obligations.
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5.3.1 The Transmission Provider, its agent, MAIN or other applicable
regional reliability council, may require the generators to be
equipped with Automatic Generating Control (AGC). The
Transmission Customer will be responsible for all costs
associated with installing and maintaining an AGC system on the
generators.
5.3.2 The Transmission Provider retains the right to require reduced
generation at times when system conditions present transmission
restrictions or otherwise adversely affect the Transmission
Provider's other customers. The Transmission Provider will use
due diligence to resolve the problems to allow the generator to
return to the operating level prior to the Transmission
Provider's notice to reduce generation.
5.3.3 All operations, including start-up, shutdown and determination
of hourly generation will be coordinated with the Transmission
Provider or its agent.
5.4 Coordination of Operations
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5.4.1. The Transmission Customer shall furnish the Transmission
Provider with generator annual maintenance schedules and advise
the Transmission Provider if any of its Network Resources are
capable of participation in system restoration and/or if they
have black start capability. If Transmission Provider determines,
in its reasonable judgment, that insufficient black start
capability exists to restore Network Service, Transmission
Provider shall consult with the Network Operating Committee to
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determine if a mutually acceptable means of providing additional
black start capability exists. If such mutual agreement cannot be
reached, Transmission Provider may make a unilateral filing with
FERC proposing the method by which it will obtain the black start
capability Transmission Provider deems necessary to restore
Network Service.
5.4.2 The Transmission Provider reserves the right to specify turbine
and/or generator control (e.g. droop) settings as determined by
the System Impact or Facilities Study or subsequent studies. The
Transmission Customer agrees to comply with such specifications
by the Transmission Provider at the Transmission Customer's
expense.
5.5 The Transmission Customer shall provide the Transmission Provider its
day-ahead plan, including expected unit dispatch and resource
commitment . In circumstances such as forced outages, the Transmission
Customer shall notify the Transmission Provider as promptly as
possible of the Network Resource's temporary interruption of
generation or transmission.
6 OPERATIONAL OBLIGATIONS
6.1 Operational Obligations The Transmission Customer shall be
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responsible for operating and maintaining security of its electric
system in a manner consistent with Good Utility Practice that avoids
adverse impact to the Transmission Provider's or others'
interconnected systems and complies with all applicable Transmission
Provider, MAIN, or other applicable regional reliability council
operating criteria, rules, procedures, guidelines and interconnection
standards as may be amended or adopted.
7 REDISPATCH TO MAINTAIN NETWORK TRANSMISSION SERVICE
7.1 If the Transmission Provider determines that redispatching Network
Resources (including reductions in off-system sales) is necessary to
maintain Network Transmission Service and is the most effective way to
ensure the reliable operation of the Transmission System, the
Transmission Provider will initiate redispatch of designated Network
Resources on a least-cost basis, without regard to the ownership of
such resources. Such redispatch will be conducted in accordance with
Section 30.5 and Attachment K of the OATT.
7.2 The Transmission Customer is obligated to respond immediately to
requests for redispatch from the Transmission Provider.
7.3 The Transmission Customer will submit to the Transmission Provider
verifiable incremental and decremental cost data for its Network
Resources in accordance with Section 29.2 of the OATT. The cost data
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will be used as the basis for least-cost redispatch. The Transmission
Provider will keep this data confidential.
7.4 The Transmission Customer may audit, at its own expense, redispatch
events (such as the cause or necessity of the redispatch) during
normal business hours following reasonable notice to the Transmission
Provider. The Transmission Provider may request an audit of
Transmission Customer's costs data at Transmission Provider's expense.
7.5 In accordance with Section 34.4 of the OATT, once redispatch has been
implemented, the Network Integration Transmission Customers will each
bear a proportional share of the total redispatch costs based on their
then-current Load Ratio Shares. The Transmission Provider shall bill
or credit the Transmission Customer's monthly bill as appropriate.
8 DYNAMIC SCHEDULING [IF APPLICABLE]
8.1 The Parties have agreed to utilize a dynamic scheduling arrangement
that will transfer the power supply requirements for the Network Load
specified in Exhibit 2 of this NOA.
8.2 Dynamic Scheduling will be interrupted to the extent equipment used to
implement dynamic scheduling becomes totally or partially unavailable.
Transmission Customer shall notify Transmission Provider in a timely
manner of any interruption of dynamic scheduling. In such event, the
Transmission Customer will estimate the amount of the load to be
removed from dynamic scheduling and provide such estimate to the
Transmission Provider. The estimated amount of the load will be block
scheduled by the Transmission Customer as described in Exhibit 2 until
dynamic scheduling of the full amount of Network Load is restored.
9 MAINTENANCE OF FACILITIES
9.1 The Network Operating Committee shall establish procedures to
coordinate the maintenance schedules of the designated Network
Resources and transmission and substation facilities, to the greatest
extent practical, to ensure sufficient transmission resources are
available to maintain system reliability and reliability of service.
9.2 The Transmission Customer shall obtain: (1) concurrence from the
Transmission Provider, at an interval established by the Network
Operating Committee, before beginning any scheduled maintenance of its
facilities; and (2) clearance from the Transmission Provider when the
Transmission Customer is ready to begin maintenance on a transmission
line or substation operating at transmission voltage. The Transmission
Customer shall immediately notify the Transmission Provider at the
time when any unscheduled or forced outages occur and again when such
unscheduled or forced outages end. The Transmission Customer shall
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notify and coordinate with the Transmission Provider prior to
reparalleling the Network Resource, transmission line, or substation
with the Transmission System.
9.3 The Transmission Provider may request that the Transmission Customer
test, calibrate, verify or validate the data link, metering, data
acquisition, transmission, protective, or other equipment or software
owned by the Transmission Customer, consistent with the Transmission
Customer's obligation to maintain its equipment and facilities or for
the purposes of troubleshooting problems on the network facilities.
The Transmission Customer will be responsible for the cost to test,
calibrate, verify or validate the equipment or software.
9.4 The Transmission Provider shall have the right to monitor and inspect
the tests, calibrations, verifications and validations of the
Transmission Customer's data link, metering, data acquisition,
transmission, protective or other equipment or other software
connected to the Transmission Provider's system.
10 LOAD SHEDDING
The Transmission Provider shall implement load shedding programs to
maintain the reliability and integrity of the Transmission System as provided in
Section 33 of the OATT in accordance with NERC, MAIN or other applicable
regional reliability council guidelines and Good Utility Practice. Load shedding
may include: (1) automatic load shedding; (2) manual load shedding; or (3)
rotating interruption of customer load or restoration and interruption of load
to facilitate overall restoration in conjunction with the Black Start Plan as
coordinated by MAIN. The Transmission Provider shall inform the Transmission
Customer of its plans for load shedding. When manual load shedding or rotating
interruptions are necessary, the Transmission Provider shall notify the
Transmission Customer's dispatchers or schedulers of the required action and the
Transmission Customer shall comply immediately.
11 OPERATIONAL OBLIGATIONS
11.1 The Transmission Customer shall request permission from the
Transmission Provider prior to opening and/or closing circuit breakers
per applicable switching and operating procedures. The Transmission
Customer shall carry out all switching orders from the Transmission
Provider, or the Transmission Provider's designee in a timely manner.
11.2 The Transmission Customer shall balance the load at the Point(s) of
Delivery such that the differences in the individual phase currents
are acceptable to the Transmission Provider.
11.3 The Transmission Customer's equipment shall conform with harmonic
distortion and voltage fluctuation criteria of the Transmission
Provider.
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11.4 The Transmission Customer shall operate all of its equipment and
facilities connected to the Transmission Provider's system in a safe
and efficient manner an in accordance with manufacturers'
recommendations, Good Utility Practice, applicable regulations, and
requirements of the Transmission Provider, its designees, NERC, MAIN,
or other applicable regional reliability council.
11.5 Emergency System Operations.
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a. The Transmission Customer's equipment and facilities shall be
subject to all applicable emergency operation standards required
of and by the Transmission Provider to operate in an
interconnected transmission network.
b. The Transmission Provider reserves the right to have its system
operators take whatever actions or inactions they deem necessary
during emergency operating conditions to: (i) preserve the
integrity of the Transmission System; (ii) limit or prevent
damage; (iii) expedite restoration of service; or (iv) preserve
public safety.
11.6 The Transmission Customer shall supply accurate and reliable
information to the Transmission Provider regarding metered values for
MW, MVAR, Volt, amp, frequency, breaker status indication, and all
other information deemed necessary by the Transmission Provider for
safe and reliable operation. Information shall be gathered for
electronic communication using one or more of the following:
supervisory control and data acquisition (SCADA); remote terminal unit
(RTU) equipment, remote access pulse recorders (RAPR), and
inter-control area communications protocol (ICCP). All equipment used
for metering, SCADA, RTU, RAPR, and communications must be approved by
the Transmission Provider.
11.7 Unless otherwise agreed, the Transmission Provider shall install,
operate, maintain, repair, replace, at Transmission Customer's
expense, appropriate metering (and related telemetry and
communications) equipment necessary to enable the Transmission
Provider to provide Network Integration Transmission Service. Metering
equipment shall meet the guidelines of NERC, MAIN, or other regional
reliability council, as applicable, industry standards such as ANSI
and other practices consistently adhered to by the Transmission
Provider.
11.8 Procedures for meter reading, calibration and adjustment shall be
established by the Network Operating Committee based on practices
consistently adhered to by the Transmission Provider.
11.9 The Transmission Provider shall have access to metering data, which
may reasonably be required to facilitate measurements and billing.
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11.10 At the end of each month the Transmission Customer will provide to
the Transmission Provider an hourly list of metered generation from
each of its generators.
11.11 The Transmission Customer shall, at its own expense, install and
maintain communications links required for scheduling, data transfer,
and voice communication.
11.12 A Transmission Customer contributing to regulating margin and
Operating Reserve requirements or securing the requirements from a
third party shall, at its own expense, install and maintain telemetry
equipment to communicate between the generating resource and the
Transmission Provider to the extent the Transmission Provider is
operating a Control Area.
12 SYSTEM IMPACT AND FACILITY STUDIES
Study Agreements for a System Impact Study or a Facilities Study, if
performed for the Agreement, are attached hereto.
13 DATA, INFORMATION AND REPORTING REQUIREMENTS
13.1 The Transmission Customer shall, upon request, provide the
Transmission Provider with such reports and information concerning its
network operation as are reasonably necessary to enable the
Transmission Provider to operate its Transmission System adequately
and meet all NERC, MAIN or other applicable regional reliability
council guidelines and requirements.
13.2 The Transmission Customer shall respond promptly and completely to the
Transmission Provider's requests for information, including but not
limited to, data necessary for operations, maintenance, regulatory
requirements and analysis. In particular, that information may
include:
(a) For Network Loads: 10-year annual peak load forecast, load power
factor performance, under frequency load shedding capability,
load shedding capability, disturbance/interruption reports;
protection system setting conformance; system testing and
maintenance conformance; planned changes to protection systems;
metering testing and maintenance conformance; planned changes in
transformation capability; conformance to harmonic and voltage
fluctuation limits; dead station tripping conformance; and
voltage reduction capability conformance.
(b) For Network Resources and interconnected generators: 10-year
forecast of generation capacity retirements and additions;
generator reactive capability verification; generator under
frequency relaying conformance; protection system testing and
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maintenance conformance; planned changes to protection system;
and planned changes to generation parameters.
14 ACCESS AND CONTROL
Properly accredited representatives of the Transmission Provider shall at
all reasonable times have access to the Transmission Customer's facilities to
make reasonable inspections and obtain information required in connection with
the Tariff. Such representatives shall make themselves known to the Transmission
Customer's personnel, state the object of their visit, and conduct themselves in
a manner that will not interfere with the construction, operation, or any
maintenance of the Transmission Customer's facilities. The Transmission Provider
will have control such that it may open or close the circuit breaker or
disconnect and place safety grounds at the Point(s) of Delivery, or at the
station, if the Point(s) of Delivery is remote from the station.
15 ASSIGNMENT
The Parties hereby agree that upon American Transmission Company LLC's
transfer of its operations to the Midwest Independent Transmission System
Operator (Midwest ISO), this Agreement shall be transferred to the Midwest ISO,
which will then become the Transmission Provider under this Agreement.
Assignment of this agreement to the Midwest ISO may require certain operational
changes, which will be resolved through the Network Operating Committee.
This NOA shall inure to the benefit of and be binding upon the Parties
hereto and their respective successors and assigns, including the Midwest ISO,
but shall not be assigned by either Party, except to successors to all or
substantially all of the electric properties and assets of such Party, without
the written consent of the other, provided that such consent shall not be
unreasonably withheld.
16 NOTICE
Any notice or request made to or by either Party regarding this NOA shall
be made to the representative of the other Party as indicated in the Network
Integration Transmission Service Agreement.
17 TERM
The term of this Network Operating Agreement shall be concurrent with the
term of the Network Integration Service Agreement between the parties.
18 FAILURE TO PERFORM
If either Party fails to carry out its obligations under this agreement the
matter will be subject to the dispute resolution procedures of Section 12 of the
OATT.
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19 CHANGES AND MODIFICATIONS
19.1 Nothing contained in this NOA or any NITS shall be construed as
affecting in any way the right of Transmission Provider unilaterally
to make application to the Commission under Section 205 of the Federal
Power Act and/or pursuant to rules and regulations promulgated
thereunder for a change in any rate, term, condition, charge,
classification of Transmission Service , rule or regulation under this
Agreement. Nothing contained in this NOA or any NITS shall be
construed as affecting in any way the right of Transmission Customer
to exercise any right under the Federal Power Act and pursuant to the
Commission's rules promulgated thereunder.
19.2. Additional terms and conditions shall be negotiated with the
Transmission Customer if necessary and appropriate. Additional
provisions shall be added to this Agreement in the case of a
Transmission Customer which has no executed interconnection agreement.
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IN WITNESS WHEREOF, the Parties have caused this NOA to be executed by their
respective authorized officials.
AMERICAN TRANSMISSION COMPANY LLC
By:
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Name Title Date
[TRANSMISSION CUSTOMER]
By:
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Name Title Date
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