AGREEMENT FOR INTERCONNECTION OF THE ......2019/11/07 · Line to the jointly-owned Eldorado 500 kV...

DocuSign Envelope ID: F9382259-74BC-48DB-BF91-ACE86028A4CE

Title Page

Southern California Edison CompanyTariff Title: Rate SchedulesTariff Record Title: Rate Schedule FERC No. XXX

FERC FPA Electric Tariff

AGREEMENT FOR INTERCONNECTION OF THE ELDORADO -

HARRY ALLEN 500 KV TRANSMISSION LINE TO THE ELDORADO

500 KV SWITCHYARD

AMONG

DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS

ANGELES, SOUTHERN CALIFORNIA EDISON COMPANY, NEVADA

POWER COMPANY d/b/a NV ENERGY

AND

DESERTLINK, LLC

Tariff Record Proposed Effective Date: 10/1/2018Version Number; 0.0.0

Option Code: A

Contract Effective Date: 10/1/2018 XXX.0.0Contract #:OTH-010

DocuSign Envelope ID: F9382259-74BCM8DB-BF91-ACE86028A4CE

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TABLE OF CONTENTS

31. PARTIES

32. RECITALS

43. SECTION HEADING AND DEFINITIONS

12EFFECTIVE DATE AND TERMINATION4.

135. RESERVED...:

PERMISSION TO INTERCONNECT ... 136.

137. CONNECTING FACILITIES

158. OWNERSHIP

9. RESERVED 16

1610. AFFECTED SYSTEMS

1711. CAPITAL ADDITIONS

12. POTENTIALLY-REFUNDABLE PAYMENTS FOR THE CONNECTING

18FACILITIES

13. COST ALLOCATION. 20

14. STATUS REPORTS 21

15. REMOVAL COST 22

2316, OPERATING AND OWNERSHIP PRINCIPLES

2517. TAXES

3018. INSURANCE

3619. INDEMNITY


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20. CONSEQUENTIAL DAMAGES 39

21. DEFAULT 40

22. UNCONTROLLABLE FORCE 41

23. RELATIONSHIP OF THE PARTIES 41

24. SUCCESSORS AND ASSIGNS 42

4225. RESERVATION OF RIGHTS

26. NONDEDICATION OF FACILITIES 43

REGULATORY APPROVALS27. 43

GOVERNING LAW AND VENUE 4328.

MUTUAL COOPERATION 4329.

30. DISPUTE RESOLUTION 44

4631. NOTICES

GENERAL PROVISIONS32. 47

33. ATTACHMENT REVISIONS. 48

34. AUDIT 49

EXECUTION BY COUNTERPARTS35, 50

SIGNATURE CLAUSE36. 51

ATTACHMENT A - ELDORADO SUBSTATION ONE-LINE DIAGRAM

ATTACHMENT B - COST RESPONSIBILITY RATIOS

ATTACHMENT C - ADDRESSES FOR NOTICES

ATTACHMENT D - NOT USED

ATTACHMENT E - SCOPE OF WORK AND COSTS

ATTACHMENT F - MILESTONES

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AGREEMENT FOR THE INTERCONNECTION OF THE ELDORADO-HARRY

ALLEN 500 KV TRANSMISSION LINE TO THE ELDORADO 500 KV

SWITCHYARD

I. PARTIES

The parties to this Agreement for the Interconnection of the Eldorado-Harry

Allen 500 kV Transmission Line to the Eldorado 500 kV Switchyard

(“Agreement”) are: (i) DEPARTMENT OF WATER AND POWER OF THE

CITY OF LOS ANGELES (“LADWP”), a department organized and existing

under the charter of the City of Los Angeles, a municipal corporation of the

State of California; SOUTHERN CALIFORNIA EDISON COMPANY

(“SCE”), a California corporation, and NEVADA POWER COMPANY,

doing business as NV ENERGY (“NV Energy” and with LADWP and SCE

the “Eldorado Co-Owners”); and (ii) DesertLink, LLC, a Delaware limited

liability company, and the party requesting connection to the Eldorado 500 kV

Switchyard (the “Connecting Customer”). The parties to this Agreement are

individually referred to as “Party” and collectively as “Parties.”

2., RECITALS

This Agreement is made with reference to the following facts, among others:

The Eldorado Co-Owners jointly own, as tenants-in-common, the

Eldorado Substation pursuant to the Eldorado Co-Tenancy and

Operating Agreement, as defined in Section 3.26 of this Agreement.

Eldorado Substation is within the metered boundary of the CAISO’s

Balancing Authority Area.

SCE serves as the Operating Agent for the Eldorado Substation on

behalf of the Eldorado Co-Owners.

2.1.

2.2.

2.3.


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2.4. Connecting Customer has requested interconnection of the Eldorado-

Harry Allen 500 kV Transmission Line to the jointly-owned Eldorado

500 kV Switchyard.

The Parties desire to have 1) Connecting Customer finance, design,

engineer, procure and construct the Additional Towers, 2) Connecting

Customer make potentially-refundable payments for, and SCE design,

engineer, procure, construct and own the Connecting Facilities other than

the Additional Towers, 3) Connecting Customer transfer ownership of the

Additional Towers to SCE prior to energization at no cost to SCE, and pay

all taxes due thereon.

By this Agreement, the Parties desire to provide (i) for the

Interconnection of the Eldorado-Harry Allen 500 kV Transmission

Line to the jointly-owned Eldorado 500 kV Switchyard; and (ii) for the

construction, ownership, operation, maintenance, liability, cost

. responsibility, and use of the Connecting Facilities and of the

Additional Towers.

2.5.

2.6.

. 3. SECTION HEADING AND DEFINITIONS

Section headings in this Agreement are for convenience only and are not to

be construed to define, limit, expand, interpret, or amplify the provisions of

this Agreement. When initially capitalized in this Agreement, or amendments

hereto, the following words or phrases whether in the singular or plural, shall

have the meanings specified: -

Accounting Practices - Generally accepted accounting principles and

practices, in accordance with FERC Accounts applicable to electric utility

operations.

Additional Towers - Three transmission line towers (identified on

Attachment A as towers A, B and C) including insulators, ground wire,

fiber optic cable, conductors and all appurtenant equipment as further

described in Attachment E, to be installed on the current Eldorado right-

3.1.

3.2.

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of-way between the Last Structure and a location to be designated by

Operating Agent for installation of tower A, approximately 1,800 feet

southeast of McCullough Pass Road and approximately 1,500 feet west of

the Eldorado Substation south entrance. The Additional Towers also

include any Capital Additions to the Additional Towers.

Affected System - An electric system other than the Eldorado Substation

that may be affected by the proposed interconnection, including, but not

limited to SCE, NV Energy and LADWP’s electric systems that are not

part of the Eldorado System.

Applicable Reliability Council - The Western Electricity Coordinating

Council or its successor.

Applicable Reliability Criteria - The reliability standards and reliability

criteria established by NERC and WECC and local reliability criteria, as

amended from time to time, including any requirements of the NERC.

Applicable Reliability Standards - Any applicable regulation, rule, order,

law, standard, procedure or requirement issued by any local, state,

regional or federal entity with jurisdiction over the operation, ownership

and maintenance of the Eldorado System and/or the Eldorado-Harry

Allen 500 kV Transmission Line, including the Applicable Reliability

Council and NERC; and applicable procedures and/or protocols of the

Balancing Authority; and any standard, procedure or other requirement

adopted by the Eldorado Co-Owners in writing with Connecting

Customer’s written consent (which consent shall not be unreasonably

withheld) pursuant to any provision of the Eldorado Co-Tenancy and

Operating Agreement and in conformance with Good Utility Practice; in

each case as amended from time to time and whether now existing or

hereafter imposed or arising. .

APSA - The First Amended & Restated Approved Project Sponsor

Agreement between Connecting Customer and CAISO, dated January 11,

2017, as may be amended from time to time.

3.3.

3.4.

3.5.1

3.6.

3.7.


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Balancing Authority - The responsible entity that integrates resource

plans ahead of time, maintains load-interchange-generation balance

within a Balancing Authority Area, and supports interconnection

frequency in real time. The CAISO is the Balancing Authority for the

Eldorado Substation, the Connecting Facilities, and the Line Segment,

provided however, that the Balancing Authority may be changed by the

Eldorado Co-Owners in accordance with die Eldorado Co-Tenancy and

Operating Agreement, as defined in Section 3.26 of this Agreement.

Balancing Authority Area - The collection of generation, transmission

and loads within the metered boundaries of a Balancing Authority. The

Eldorado Substation, the Connecting Facilities and the Line Segment are

within the metered boundary of the CAISO Balancing Authority Area.

Breach - The failure of a Party to perform or observe any material term or

condition of the Agreement.

Breaching Party - A Party that is in Breach of the Agreement.

Business Day - Any day other than a Saturday, a Sunday, or a holiday on

which the Federal Reserve Bank of New York is not open for business.

CAISO - The California Independent System Operator Corporation, a

California nonprofit public benefit corporation organized and existing

Under the laws of the State of California with operational control of,

among others, the Eldorado-Harry Allen 500 kV Transmission Line and

SCE’s ownership share of the Eldorado 500 kV Switchyard. 1

Calendar Day - A single calendar day; provided, however, that if any

period of Calendar Days referred to in this Agreement shall end on any

day that is not a Business Day, then the expiration of such period shall be

automatically extended until the end of the next Business Day.

Capital Additions — After the Commercial Operation Date, 1) any Units

of Property which are added to the Connecting Facilities or Eldorado

Substation; 2) the enlargement or betterment of any Units of Property

constituting apart of the Connecting Facilities or Eldorado Substation;

3.8.

3.9.

3.10.

3.11.

3.12.

3.13.

3.14.

3.15*


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and 3) the replacement of any Units of Property constituting a part of the

Connecting Facilities or Eldorado Substation, irrespective of whether

such replacement constitutes an enlargement or betterment of that which

it replaces, which additions, betterments, enlargements, and replacements

in accordance with Accounting Practices would be capitalized.

3.16. Capital Expenditure Budget - The budget, prepared by the Operating

Agent and approved by the E&O Committee, for all current and future

Capital Additions to the Eldorado System including Capital Additions to

the Connecting Facilities.

3.17. Commercial Operation Date - The date on which the Line S egment

commences CAISO operational control as agreed to by the Connecting

Customer, the Operating Agent and the CAISO.

3.18. Components of the Eldorado System - Any of the components of the

Eldorado System as defined in the Eldorado Co-Tenancy and Operating

Agreement.

3.19. Connecting Customer DesertLink, LLC, or any successor or permitted

assignee thereof.

3.20. Connecting Facilities - All the facilities and equipment between the Point

of Change of Ownership and the Point of Interconnection, including any

modification, additions or upgrades that are necessary to physically and

electrically interconnect the Line Segment to the Eldorado 500 kV

Switchyard. Such Connecting Facilities include the Additional Towers as

shown in Attachment A and the scope of work for SCE as described in

Attachment E, including but not limited to, dead-end structures, 500 kV

circuit breakers 8162 and 9162, disconnect switches associated with such

circuit breakers, associated metering, relay protection devices located at

Eldorado 500 kV Switchyard providing transmission line protection for

the Eldorado-Harry Allen 500 kV Transmission Line, surge arrestors, line

reactors, and appurtenant facilities. The Connecting Facilities also

include any Capital Additions to the Connecting Facilities.

I

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Cost Responsibility Ratios - The ratios of responsibility for costs

associated with the General Facilities and the Eldorado 500 kV

Switchyard, as described in Section 13 of the Agreement and shown in

Attachment B.

Default - The failure of a Breaching Party to cure its Breach in

accordance with the Agreement.

Disputing Party - Any Party who disputes, or asserts a claim that arises

out of, or in connection with this Agreement.

Effective Date - As defined in Section 4.1 of this Agreement.

Eldorado 500 kV Switchyard — The jointly-owned 500 kV switchyard of

the Eldorado Substation as shown in Attachment A, attached hereto.

Eldorado Co-Tenancy and Operating Agreement — The Amended and

Restated Eldorado System Co-Tenancy and Operating Agreement among

the Eldorado Co-Owners effective January 1,2017 providing for, among

other things, the ownership, governance, operation, maintenance, and cost .

responsibility for the Eldorado System, as it may be amended or restated

from time to time, or replaced in accordance with Section 4.5.

Eldorado-Harry Allen 500 kV Transmission Line - The 500 kV

transmission line between the Eldorado 500 kV Switchyard and Harry

Allen Substation including the Additional Towers and series capacitor,

but excluding other Connecting Facilities.

Eldorado Substation - The 500/220 kV substation located in Boulder

City, Nevada, jointly owned by the Eldorado Co-Owners.

Eldorado System — As defined in the Eldorado Co-Tenancy and

Operating Agreement. ’

Engineering and Operating Committee (“E&O Committee”! —The committee

established pursuant to the Eldorado Co-Tenancy and Operating Agreement

that meets periodically (quarterly, or as otherwise agreed by the E&O

Committee) to review, among other things, the current and future Capital

Expenditure Budget, and budget for operation and maintenance.

3.21.

3.22.

3.23.

3.24.

3,25.

3.26.

3.27.

3.28.

3.29.

3.30.


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3.31. FERC — The Federal Energy Regulatory Commission, or its regulatory

successor.

FERC Accounts - FERC’s “Uniform System of Accounts Prescribed for

Public Utilities and Licensees,” subject to the provisions of the Federal

Power Act in effect as of the date of this Agreement, and as such system of

accounts may be in effect from time to time. Reference in this Agreement

to any specific FERC Account number shall mean the FERC Account

number in effect as of the date of this Agreement or any successor FERC

Account.

Function — Each connection to the Eldorado Substation through circuit

breakers or disconnect switches, such as line connections, generator

connections, or transformer connections.

General Facilities - As defined in the Eldorado Co-Tenancy and

Operating Agreement.

Good Utility Practice - Any of the practices, methods and acts engaged in

or approved by a significant portion of the electric utility industry during

the relevant time period, or any of the practices, methods and acts which,

in the exercise of reasonable judgment in light of the facts known at the

time the decision was made, could have been expected to accomplish the

desired result at a reasonable cost consistent with good business practices,

reliability, safety and expedition. Good Utility Practice is not intended to

be any one of a number of the optimum practices, methods, or acts to the

exclusion of all others, but rather to be acceptable practices, methods, or

acts generally accepted in the region.

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

3.32.

3.33.

3.34.

3.35.

3.36.


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administrative,.executive, police, or taxing authority or power; provided,

however, that such term does not include Interconnection Customer,

Interconnection Provider, or any affiliate thereof.

3.37. Harry Allen Substation - The NV Energy-owned 525/345/230 kV

Substation in Clark County, Nevada.

3.38. Interconnection Handbook — A handbook, developed by SCE and posted

on SCE’s web site or otherwise made available by SCE, describing .

interconnections to SCE's electrical system, as such handbook may be

modified or superseded from time to time. SCE’s standards contained in

the Interconnection Handbook shall be deemed consistent with Good

Utility Practice and Applicable Reliability Standards. In the event of a

conflict between the terms of this Agreement and the terms of SCE’s

Interconnection Handbook, the terms in this Agreement shall apply.

3.39. ITCCf Income Tax Component of Contribution! - The incremental

payment to reimburse SCE for any income taxes associated with

payments made to SCE by Connecting Customer with respect to the

Connecting Facilities (if such payments are not refunded by SCE) and

the transfer of ownership of the Additional Towers by Connecting

Customer to SCE pursuant to this Agreement. The ITCC amount is

calculated pursuant to Section 17 of the Agreement.

3.40. Last Structure -The last Connecting Customer-owned transmission

structure for the Line Segment located at a position directly outside of,

and nearest to, the current Eldorado Substation right-of-way boundary,

depicted in Attachment A as structure #D,

3.41. Line Segment - The portion ofthe Eldorado-Harry Allen 500 kV

Transmission Line from the Harry Allen Substation to the Point of

Change of Ownership. .

3.42. NERC — North American Electric Reliability Corporation or its

successor organization.

I(

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3.43. Notice of Dispute A written notice, provided pursuant to Section 30 of

the Agreement, of a dispute or claim by the Disputing Party that arises

out of, or in connection with, this Agreement.

Operating Agent - SCE, or its successor, as so appointed under the

Eldorado Co-Tenancy and Operating Agreement, with such additional

rights, duties, and obligations as explicitly provided in this Agreement,

Operating Emergency - An unplanned event or circumstance which

reduces or may reduce the amount of transmission capacity for the

Eldorado System, any Components of the Eldorado System, or the

Connecting Facilities that would otherwise be available to the Parties

under normal operating conditions.

Point of Change of Ownership - The end of the insulators at their

connection points to the Last Structure as shown in Attachment A.

Point of Interconnection — The point(s) where the Connecting Facilities

connect to the Eldorado 500 kV Switchyard as shown in Attachment A.

Remedial Action Scheme (“RAS”) - A system that reduces or trips

generation or transmission facilities under contingency outages to

maintain system stability or to limit overloads on electric system

facilities.

Reasonable Efforts - With respect to an action required to be attempted

or taken by a Party under this Agreement, efforts that are timely and

consistent with Good Utility Practice and are otherwise substantially

equivalent to those a Party would use to protect its own interests.

Removal Cost ~ The actual cost SCE incurs for the removal of the

Connecting Facilities, which is calculated as the amount, if positive, of

the costs of removal minus the salvage value of the Connecting Facilities.

Transmission Owner Tariff - SCE’s Tariff designated as FERC Electric

Tariff, Volume No. 6, as such tariff may be amended or superseded.

Transfer Date - As defined in Section 18.1 of this Agreement.

3.44.

3.45.

3.46.

3.47.

3.48.

3.49.

3.50.

3.51.

3.52.


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3.53. Units of Property - Units of property as described in FERC ’ s “List of

Units of Property for Use in Connection with Uniform System of

Accounts Prescribed for Public Utilities and Licensees” in effect as of the

date of this Agreement, and as such list may be amended from time to

time.

3.54. WECC the Western Electricity Coordinating Council, or its successor,

in its role as the compliance enforcement authority designated by NERC

to enforce the Applicable Reliability Standards applicable to SCE as the

registered transmission operator, and SCE as the registered transmission

owner of the Connecting Facilities.

4. EFFECTIVE DATE AND TERMINATION

4.1. This Agreement shall become effective on October 1,2018 (“Effective

Date”), subject to the execution of the Agreement by all the Parties and

the acceptance of the Agreement by FERC.

This Agreement shall remain in effect unless terminated by either party

following the earliest of: (i) Default pursuant to Section 21 of the

Agreement; (ii) termination of the Eldorado Co-Tenancy and Operating

Agreement or (iii) Ninety (90) Calendar Days advance written notice

from the Connecting Customer to Operating Agent to terminate this

Agreement. Notwithstanding anything to the contrary herein, no

termination hereunder shall become effective until notice of termination

of this Agreement is filed with FERC and FERC has accepted such notice

of termination.

Prior to termination of this Agreement pursuant to clause (ii) of Section

4.2 above, the Eldorado Co-Owners agree to negotiate in good faith with

Connecting Party and to proceed with due diligence to develop a

replacement agreement which provides similar benefits to Connecting

Customer under substantially the same terms and conditions as this

Agreement. The Operating Agent will provide written notification to

4.2.

4.3.


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Connecting Customer within five (5) Business Days following the filing

with FERC of any proposed or actual amendment or replacement of the

Eldorado Co-Tenancy and Operating Agreement.

RESERVED

In the event that the Eldorado Co-Tenancy and Operating Agreement is

amended, or replaced with a new governing agreement, and such

amended or replaced agreement contains provisions that are inconsistent

with this Agreement, the Parties agree to negotiate in good faith to

proceed with due diligence to develop an amendment or replacement to

this Agreement that provides similar benefits to Connecting Customer

under substantially the same terms and conditions as this Agreement.

4.4.

4.5.

RESERVED5.

6. PERMISSION TO INTERCONNECT

The Eldorado Co-Owners hereby grant Connecting Customer permission to

connect the Eldorado-Harry Allen 500 kV Transmission Line to the Eldorado

500 kV Switchyard, subject to the terms and conditions of this Agreement.

CONNECTING FACILITIES7.

7.1. Connecting Customer is hereby granted reasonable and appropriate

ingress/egress rights on property relating to and outside the fence line of

the Eldorado Substation that is part of the Eldorado System for

Connecting Customer to design and construct the Additional Towers;

provided, that Connecting Customer shall coordinate with the Operating

Agent regarding the exercise of such rights and shall comply with

reasonable limitations on such exercise provided in advance by the

Operating Agent to Connecting Customer. Such rights to ingress/egress

shall also include, subject to Connecting Customer obtaining approvals

from other underlying property owners (e.g., U.S.A., Boulder City, etc.) if

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required, the right to perform surveys, tests, soil samples, borings, and

similar activities to support the design and permitting of the Additional

Towers, and the right to construct roads and tower foundations, erect

towers, string wire, and associated construction and commissioning

activities required for the Additional Towers.

[Reserved].

Connecting Customer shall submit to SCE specifications and technical

drawings for the Additional Towers by the date specified in Attachment

F, Table FI. ■'

SCE will review the specifications submitted pursuant to Section 7.3 of

the Agreement, and may; 1) request additional information, or 2) suggest

revisions to the design of the Additional Towers, by the date specified in

Attachment F, Table Cl; provided, that all decisions regarding the design

and specifications of the Additional Towers shall ultimately be

determined by Connecting Customer in its reasonable discretion!

[Reserved].

Upon completion of construction of the Additional Towers, but prior to

energization of the Additional Towers, Connecting Customer shall

transfer sole ownership of the Additional Towers to SCE. Connecting

Customer will also transfer all existing labor and material warranties for

the Additional Towers to SCE at such time. Connecting Customer will

use commercially reasonable efforts to obtain warranties in respect of the

Additional Towers with minimum terms of one year for labor and two

years for equipment.

On or before the date one (1) year following termination of this

Agreement, Operating Agent shall notify the Connecting Customer

whether Operating Agent intends to physically remove the Connecting

Facilities or any part thereof. If Operating Agent intends to physically

remove the Connecting Facilities within two (2) years from the date of

notification of intent, the Connecting Customer shall pay the Removal

7.2.

7.3.

7.4.

7.5.

7.6.

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7.7.


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Cost in accordance with Sections 4.4 and 15.1 of the Agreement. If

Operating Agent does not intend to physically remove the Connecting

Facilities or any part thereof, then the Connecting Customer shall have no

obligation to pay such Removal Cost.

8. OWNERSHIP

8.1. Connecting Customer shall own, operate, and maintain the Line Segment.

SCE shall own1, and SCE as the Operating Agent shall operate and

maintain the Connecting Facilities from the Point of Change of

Ownership to the Eldorado 500 kV Switchyard including the insulators

and conductors that are used to attach the Connecting Facilities and the

Additional Towers to the Last Structure.

Connecting Customer has no ownership interest in any facilities or

equipment inside the fence line of the Eldorado Substation, and after

Connecting Customer designs, constructs and transfers to SCE the

Additional Towers, will have no ownership interest in any facilities or

equipment inside the Eldorado Substation right-of-way boundary.

Pursuant to the terms of this Agreement, Connecting Customer shall at

Connecting Customer’s sole cost design, engineer, procure and construct

the Additional Towers.

Connecting Customer shall make potentially-refiindable payments for and

Operating Agent shall design, engineer, procure and construct the

Connecting Facilities other than the Additional Towers as described in

Attachment E, and interconnect the Eldorado - Harry Allen 500 kV

Transmission Line to the Eldorado 500 kV Switchyard.

The Eldorado Substation and any Capital Additions thereto shall continue

to be owned by, and remain the property of the Eldorado Co-Owners.

8.2.

8.3.

8.4.

8.5.

8.6.

1 With respect to the Additional Towers, SCE ownership begins upon transfer of ownership from Connecting Customer,

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9. RESERVED

10. AFFECTED SYSTEMS

10.1. If at any time Operating Agent or Affected System operators determine

that upgrades are required to an Affected System, solely as a result of

system issues resulting from changes to the Line Segment, if such

upgrades are required to Affected Systems, Connecting Customer shall

enter into agreements with the Affected System operators) to mitigate

such impacts at Connecting Customer’s sole costs, unless some other

financial arrangement is made with the Affected System operator,

10.2. Operating Agent is under no obligation to energize the Connecting

Facilities in the event that Operating Agent and the Connecting Customer

receives reasonable advance written notice from an Affected System

operator (other than an Eldorado Co-Owner) that (i) its electrical system

is an Affected System and is negatively impacted by the energization of

' the Connecting Facilities, (ii) it requires upgrades to mitigate the negative

impact of such energization, and (iii) describes such negative impact in

reasonable detail to permit a full investigation and analysis of such

impact. Additionally, Operating Agent is under no obligation to energize

the Connecting Facilities until the situation is resolved to Operating

Agent’s reasonable satisfaction if LADWP notifies the Operating Agent

in writing (with concurrent copy to Connecting Customer) that (a) the

short circuit duty issues at Marketplace and McCullough substations

(identified in the Final Report of the System Impact Study For an

Affected System, Harry Allen-Eldorado 500kV Transmission Project

(HAETP) dated August, 2018) have not been resolved, (b) upgrades are

required to mitigate the negative impact of such energization, and (c)

includes a reasonably detailed description of such negative impact so as

to permit a full investigation and analysis of such impact; provided,

however, that if temporary mitigation measures approved by LADWP can


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be implemented to relieve such short circuit duty issues at Marketplace

and McCullough substations, Operating Agent will proceed to energize

the Connecting Facilities.

11. CAPITAL ADDITIONS

11.1. If at any time Capital Additions are required for the Connecting

Facilities, as a result of system conditions and/or Applicable Reliability

Standards compliance issues attributable solely to the Eldorado System,

Operating Agent shall construct the Capital Additions. SCE will be

responsible for such costs. Such Capital Addition shall be the property of

SCE.

11.2. If at any time that Capital Additions are required for the Eldorado

Substation as a result of system conditions and/or Applicable Reliability

Standards compliance issues attributable solely to the Connecting

Facilities, SCE as the Operating Agent shall construct such Capital

Additions and SCE will be responsible for such costs, including, but not

limited to, costs for construction work, and operation and maintenance

work thereto. Such Capital Addition shall be the property of SCE and/or

the Eldorado Co-Owners pursuant to the Eldorado Co-Tenancy and

Operating Agreement.

If at any time that Capital Additions are required for the Connecting

Facilities and/or the Eldorado Substation, as a result of CAISO approved

transmission projects, Operating Agent shall construct such Capital

Additions, and the costs of the Capital Additions will be paid for by SCE,

including, but not limited to, construction work, and operation and

maintenance thereto. Such Capital Addition shall be the property of SCE

and/or the Eldorado Co-Owners as applicable pursuant to the terms of the

Eldorado Co-Tenancy and Operating Agreement.

i

11.3.

s


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11.4. If at any time that Capital Additions are required for the Connecting

Facilities and/or the Eldorado Substation as a result of changes on a

system outside of the CAISO’s operational control, Operating Agent shall

construct such Capital Additions, and the costs of the Capital Additions

will be paid for by the entity responsible for such changes including, but

not limited to, construction work, and operation and maintenance thereto.

Such Capital Addition shall be the property of SCE and/or the Eldorado

Co-Owners as applicable pursuant to the terms of the Eldorado Co

Tenancy and Operating Agreement.

11.5. If at any time an Affected System or the Eldorado System is negatively

impacted by system issues resulting from changes to the Line Segment, the

Connecting Customer shall be responsible for the costs of mitigation and/or

upgrades required on such Affected Systems or the Eldorado System.

11.6. Operating Agent will provide at least sixty (60) Calendar Days advance

written notification to the Connecting Customer prior to commencing

work on Capital Additions to the Connecting Facilities, except that

Operating Agent may commence the work on the Capital Additions to the

Connecting Facilities, with either shorter advance written notification or

written notification after the work has commenced, at Operating Agent’s

sole discretion, if Operating Agent determines that the Capital Additions

to the Connecting Facilities are required to comply with safety or

regulatory requirements or to preserve system integrity or reliability. Any

such written notification will include the estimated cost of the Capital

Additions to the Connecting Facilities required to be paid by the

Connecting Customer, which is sufficient to cover the costs for

constructing, procuring and installing the Capital Additions to the

Connecting Facilities.

POTENTIALLY-REFUNDABLE PAYMENTS FOR THE CONNECTING12.

FACILITIES


Page 19

12.1. The Connecting Customer shall submit payment in support of the

Connecting Facilities in the amounts, and on the dates as listed in the

table below, to cover SCE’s costs for design, engineering, procuring and

installing the Connecting Facilities, plus ITCC (calculated in accordance

with the methodology set forth in Section 17 of this Agreement and

which for purposes of the chart below is calculated assuming a rate of

24%, which may change in the future). Operating Agent shall issue an

invoice for each milestone payment no less than thirty (30) days prior to

the due date.

Schedule of Potentially-Refundable Payments

ConnectingFacilitiesPayment

Corresponding Estimated

ITCC Payment

Connecting Facilities

Payment + ITCC

Total Potentially- Refundable AmountDue Date

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1/1/2020 $6,031,480 $1,447,555 $7,479,035 $21,895,919$17,658,000Total $4,237,919 $21,895,919

12.2. Any amounts initially paid by Connecting Customer which SCE elects

to refund, including ITCC, in support of the Connecting Facilities

pursuant to this Article 12 shall be repaid in full by SCE to Connecting

Customer no later than thirty (30) Calendar Days after the Commercial

Operation Date. If repayment in full by SCE occurs prior to the final

milestone payment (due on January 1, 2020), then no lurther amounts

shall be paid by Connecting Customer.

Termination of this Agreement prior to the Commercial Operation

Date pursuant to Section 4.2 of the Agreement shall relieve SCE of its

12.3.


Page 20

obligation to make repayments in accordance with Section 12.2 for any

amounts actually incurred by SCE, plus ITCC. To the extent this

Agreement is terminated prior to the Commercial Operation Date and the

aggregate payments made pursuant to Section 12.1 exceed SCE’s costs

incurred, or irrevocably committed to be incurred, in association with the

construction of the Connecting Facilities (including any Removal Costs

or for irrevocably committed cancellation costs associated with orders or

contracts for the construction of the Connecting Facilities and any

associated equipment), as of the effective date of termination of this

Agreement, SCE shall remit to the Connecting Customer any excess

amounts received, plus associated ITCC. In the event that SCE

determines that the amounts identified herein will not cover its expected

costs to be incurred for the construction of the Connecting Facilities, it

will notify Connecting Customer in writing, together with reasonably

detailed supporting documentation, and submit an invoice for the other

amounts needed for SCE to cops tract the Connecting Facilities. Any

such invoices submitted for undisputed amounts shall be paid by

Connecting Customer within thirty (30) days after receipt thereof.

i13. COST ALLOCATION

13.1. The Cost Responsibility Ratios in Attachment B shall be re-calculated by

the Operating Agent, if necessary, upon the addition or removal of any

Function, subject to the agreement of the Eldorado Co-Owners.

Operating Agent shall notify the Parties of any such changes pursuant to

Section 31 of the Agreement. Any re-calculated Cost Responsibility

Ratio shall be effective upon the in-service or removal date of such

Function.

DocuSign Envelope ID: F9382259-74BC-48DB-BF91-ACE86028MCE

Page 21

Costs for the operation and maintenance, or an Operating Emergency, of

General Facilities shall be allocated in accordance with the applicable

Cost Responsibility Ratio as set forth in Attachment B.

Costs for the operation and maintenance, or an Operating Emergency, of

the Eldorado 500 kV Switchyard shall be allocated in accordance with the

applicable Cost Responsibility Ratio as set forth in Attachment B.

Costs for the operation and maintenance, or an Operating Emergency, for

the Connecting Facilities shall be allocated entirely to SCE.

13.2.

13.3.

13.4.

14. STATUS REPORTS

14.1. Every ninety (90) Calendar Days from the Effective Date until the Line

Segment and the Connecting Facilities are energized and under CAISO

Operational Control, Operating Agent shall provide to the CAISO and

Connecting Customer a Connecting Facilities status report. Such status

report shall include project schedule; permit and license status, including

environmental, state, and local permits and licenses; right-of-way

acquisition status, if required; land acquisition status, if required; design

and engineering status; status of contracts for project work, including

land, procurement, and staffing; construction status; testing status; events

creating risks and obstacles to project completion; and project budget,

including actuals, estimate to complete, and contingency. The format for

the report shall be in accordance with CAISO’s Business Practice Manual

for the Transmission Planning Process.

14.2. Connecting Customer submits a development progress status report on

the Line Segment and Additional Towers to CAISO every ninety (90)

Calendar Days. CAISO and/or Connecting Customer shall forward

Connecting Customer’s report to Operating Agent.

14.3. Connecting Customer and Operating Agent shall conduct periodic

conference calls and/or meetings to review the status reports delivered

pursuant to Sections 14.1 and 14.2 of the Agreement and to coordinate


Page 22

upcoming activities and discuss project concerns as required to ensure the

project remains on schedule. Frequency of such calls and/or meetings

shall be agreed upon by the Parties, but shall be no less frequent than

every ninety (90) Calendar Days. Operating Agent will update the

Eldorado Co-Owners on the status updates provided on the periodic

conference calls. !

14.4. CAISO plans to initiate periodic conference calls with Operating Agent

from time to time to review the status reports delivered pursuant to

Sections 14.1 and 14.2 of the Agreement. Operating Agent shall

■ reasonably cooperate and participate upon CAISO’s request.

15. REMOVAL COST

15.1. If, in accordance with Section 4.4 of the Agreement, Operating Agent

decides to physically remove the Connecting Facilities, Operating Agent

shall render a bill to the Connecting Customer for the Removal Cost. The

Connecting Customer shall pay the Removal Cost in accordance with this

Section 15 of the Agreement. Such billing shall be initially based on

Operating Agent’s estimate of the Removal Cost. Within three (3)

months following the removal of the Connecting Facilities, Operating

Agent shall determine the recorded Removal Cost and provide the

Connecting Customer with a final invoice. ,

If the amount paid for the Removal Cost is less than the amount due for

the Removal Cost as determined from the actual recorded Removal Cost,

Operating Agent will bill the Connecting Customer for the difference

between the amount previously paid by the Connecting Customer and the

amount which would have been paid based on actual recorded costs,

without interest, within twenty (20) Calendar Days of the date of such

invoice.

Using the Accounting Principles as defined in Section 3.1, if the amount

paid for the Removal Cost is greater than the amount due for the Removal

15.2.

j

15.3.

DocuSign Envelope ID: F9382259-74BC-48DB-BF91-ACES6028A4CE

Page 23

Cost as determined from the actual recorded Removal Cost, Operating

Agent will refund the Connecting Customer the difference between the

amount previously paid by the Connecting Customer and the amount

which would have been paid based on actual recorded costs, without

interest, within twenty (20) Calendar Days of determining the recorded

Removal Cost in accordance with Section 15.

16. OPERATING AND OWNERSHIP PRINCIPLES

The Eldorado-Harry Allen 500 kV Transmission Line, including the

Connecting Facilities, will be within the CAISO’s Balancing Authority

Area.

Connecting Customer shall be entitled to use the total capacity of the Line

Segment and the Connecting Facilities, subject to CAISO deliverability

and congestion management protocols, applicable mles, standards, tariffs

and regulations, to transmit power to or from the Eldorado 500 kV

Switchyard. Connecting Customer understands and agrees that if

upgrades are made to the Line Segment that necessitates upgrades to the

Connecting Facilities, Connecting Customer may not be allocated

additional capacity from the Connecting Facilities, until Capital Additions

are done to the Connecting Facilities and/or the Eldorado Substation

pursuant to Section 11.3 of the Agreement (if necessary).

Capacity in the Eldorado 500 kV Switchyard shall be determined by

Operating Agent and allocated in accordance with the Eldorado Co

Tenancy and Operating Agreement.

Connecting Customer shall cause the Eldorado-Harry Allen 500 kV

Transmission Line to be tested, operated and maintained in accordance

with Applicable Reliability Standards and Good Utility Practice.

The Connecting Customer shall be required to, in coordination with

Operating Agent and CAISO, cause the Eldorado-Harry Allen 500 kV

Transmission Line to participate in any RAS required by CAISO to

16.1.

16.2.

16.3.

16.4.

16.5.


Page 24

prevent negative effects such as thermal overloads, transient and voltage

instability resulting from contingency conditions (system outages) or

other conditions (e.g., sub-synchronous resonance). Such participation

shall be in accordance with Applicable Reliability Standards and

Applicable Reliability Criteria. The Connecting Customer will not be

entitled to any compensation from Operating Agent, the CAISO, or the

Eldorado Co-Owners, for loss of transmission capacity when: (i)

Eldorado-Harry Allen 500 kV Transmission Line capacity is reduced or

tripped off-line due to implementation of the CAISO-required RAS; or

(ii) such transmission capacity is restricted in the event the CAISO-

required RAS becomes inoperable. Pursuant to Good Utility Practice,

Operating Agent will provide the Connecting Customer advance notice of

any CAISO-required RAS.

16.6. Following outages of the Connecting Facilities or the Eldorado-Harry

Allen 500 kV Transmission Line, the Connecting Customer shall not

energize the Eldorado-Harry Allen 500 kV Transmission Line for any

reason without specific permission from Operating Agent. Such

permission shall not be unreasonably withheld. Notwithstanding the

foregoing, the Eldorado Co-Owners acknowledge that operational control

of the Eldorado-Harry Allen 500 kV Transmission Line will reside with

CAISO, not Connecting Customer, and the Eldorado Co-Owners

acknowledge and agree that nothing herein shall be deemed to impose

any liability or responsibility on Connecting Customer for the actions or

inactions of CAISO.

16.7. The Connecting Customer or its designee shall maintain operating

communications with Operating Agent’s designated switching center.

The operating communications shall include, but not be limited to, system

parallel operation or separation, scheduled and unscheduled outages,

equipment clearances, protective relay operations, and levels of operating

voltage and reactive power.


Page 25

16.8. Connecting Customer shall comply with Applicable Reliability Standards

and Good Utility Practice for ownership and operation of the Line

Segment.

[RESERVED].

16.10. RESERVED.

16.11. Operating Agent shall comply with Applicable Reliability Criteria,

Applicable Reliability Standards and Good Utility Practice for the

ownership? operation, and maintenance of the Connecting Facilities and

Capital Additions..

16.12. Operating Agent shall coordinate with Connecting Customer, CAISO,

and any affected entity any scheduled outage of facilities required for

maintenance of the Eldorado 500 kV Switchyard, the Connecting

Facilities, or for the making of Capital Additions. Decisions regarding

outages for the Connecting Facilities or the Eldorado 500 kV Switchyard

shall be made by Operating Agent in accordance with the Eldorado Co

Tenancy and Operating Agreement, Applicable Reliability Standards and

Good Utility Practice; provided, however, without first obtaining

Connecting Customer’s prior written consent (which consent shall not be

unreasonably withheld), the Connecting Facilities and the Eldorado 500

kV Switchyard shall not he taken out of service during the term of this

Agreement except on a non-permanent basis for purposes of maintenance,

repair, relief of a transmission constraint, emergency, or replacement in

accordance with Good Utility Practice.

16.9.

17. TAXES

17.1. Connecting Customer shall use Reasonable Efforts to have any taxing

authority imposing any property taxes or other taxes (excluding any sales

or use taxes) or assessments on the Additional Towers, impose such taxes

or assessments directly upon the Connecting Customer rather than on


Page 26

SCE and/or the other Eldorado Co-Owners until transfer of ownership of

the Additional Towers.

17.2. All taxes and assessments levied against any Party shall be the sole

responsibility of the Party upon whom said taxes and assessments are

levied, unless such taxes and assessments are levied directly upon an

individual Party on behalf of any or all of the other Parties.

17.3. Notwithstanding Section 17.2 of the Agreement* Connecting Customer

shall protect, indemnify and hold harmless SCE and/or the other Eldorado

Co-Owners fibm any income tax liability incurred or imposed against it

as the result of the transfer of the Additional Towers to SCE by

Connecting Customer pursuant to the terms of this Agreement, as well as

any interest and penalties, other than interest and penalties attributable to

any delay caused by Operating Agent or SCE.

17.4. Connecting Customer's indemnity obligation set forth in Section 17.3 of

the Agreement shall be calculated on a fully grossed-up basis. Except as

may otherwise be agreed to by the parties, this means that Connecting

Customer will pay the ITCC to SCE, in addition to Connecting Customer

paying for the cost of designing, engineering, procuring and constructing

the Additional Towers (the “AT Construction Cost”). The ITCC shall be

equal to (1) the current taxes imposed on SCE (“Current Taxes”) on the

excess of (a) the gross income realized as a result of the transfer of

ownership of the Additional Towers by Connecting Customer to SCE

under this Agreement (the “Gross Income Amount”), which amount shall

be equal to the AT Constmction Cost, over (b) the present value of future

tax deductions for depreciation that will be available as a result of such

transfer (the “Present Value Depreciation Amount”), plus (2) an

additional amount sufficient to permit SCE to receive and retain, after the

payment of all Current Taxes, the net amount described in clause (1).

17-5. For this purpose, (i) Current Taxes shall be computed based on SCE’s

composite federal and state tax rates at the time the payments or property


Page 27

transfers are received and at the highest marginal rates in effect at that

time (the “Current Tax Rate”), and (ii) the Present Value Depreciation

Amount shall be computed by discounting the anticipated tax

depreciation deductions as a result of such transfer by SCE’s current

weighted average cost of capital. Thus, the ITCC formula is calculated as

follows: (Current Tax Rate x Gross Income Amount - Present Value

Depreciation Amount))/(l — Current Tax Rate).

17.6. Private Letter Ruling or Change or Clarification of Law.

At Connecting Customer’s request and expense, SCE shall

file with the IRS a request for a private letter ruling as to whether any

property transferred or sums paid, or to be paid, by Connecting

Customer to SCE under this Agreement are subject to federal income

taxation (including with respect to amounts paid by Connecting

Customer for Connecting Facilities other than the Additional Towers).

Connecting Customer may prepare the initial draft of the request for a

private letter ruling, and will certify under penalties of peijury that all

facts represented in such request are true and accurate to the best of

Connecting Customer’s knowledge. SCE approval of the facts as

described in the ruling request is required before the ruling request can

be submitted to the IRS. SCE and Connecting Customer shall

cooperate in good faith with respect to the submission of such request.

SCE shall keep Connecting Customer fully informed of the status of

such request for a private letter ruling and shall execute either a

privacy act waiver or a limited power of attorney, in a form acceptable

to the IRS, that authorizes Connecting Customer to participate in all

discussions with the IRS regarding such request for a private letter

ruling. SCE shall allow Connecting Customer to attend all meetings

with IRS officials about the request and shall permit Connecting

Customer to prepare the initial drafts of any follow-up letters in

connection with the request. SCE represents that SCE has and will

17.6.1.


Page 28

maintain the full authority to carry out the provisions of this Section

17.6.1.

17.6.2. In the event that (A) a private letter ruling is issued to SCE

which holds that any amount paid or the value of any property

transferred by Connecting Customer to SCE under the terms of this

Agreement is not subject to federal income taxation, (B) any

legislative change or administrative announcement, notice, ruling or

other determination makes it reasonably clear to SCE in good faith that

any amount paid or the value of any property transferred by

Connecting Customer to SCE under the terms of this Agreement is not

taxable to SCE, (C) any abatement, appeal, protest, or other contest

results in a determination that any payments or transfers made by

Connecting Customer to SCE are not subject to federal income tax, or

(D) if SCE receives a refund from any taxing authority for any

overpayment of tax attributable to any payment or property transfer

made by Connecting Customer to SCE pursuant to this Agreement,

SCE shall promptly refund to Connecting Customer the following: (i)

any payment made by Connecting Customer under this section for

taxes that is attributable to the amount determined to be non-taxable,

together with interest thereon, (ii) interest on any amounts paid by

Connecting Customer to SCE for such taxes which SCE did not submit

to the taxing authority, calculated in accordance with the methodology

set forth in FERC’s regulations at 18 C.F.R. § 35.19a from the date

payment was made by Connecting Customer to the date SCE refunds

such payment to Connecting Customer, and (iii) with respect to any

such taxes paid by SCE, any refund or credit SCE receives or to which

it may be entitled from any Governmental Authority, interest (or that

portion thereof attributable to the payment described in clause (i),

above) owed to SCE for such overpayment of taxes (including any


Page 29

reduction in interest otherwise payable by SCE to any Governmental

Authority resulting from an offset or credit); provided, however, that

SCE will remit such amount promptly to Connecting Customer only

after and to the extent that SCE has received a tax refund, credit or

offset from any Governmental Authority for any applicable

overpayment of income tax related to any amounts paid to SCE by

Connecting Customer with respect to the Connecting Facilities or the

transfer of the Additional Towers to SCE by Connecting Customer

under this Agreement. The intent of this provision is to leave the

Parties, to the extent practicable, in the event that no taxes are due with

respect to any amounts paid to SCE by Connecting Customer with

respect to the Connecting Facilities or the transfer of the ownership of

the Additional Towers to SCE by Connecting Customer, in the same

position they would have been in had no such tax payments been

made.

17.7. Any Party exempted from any taxes assessed against any or all of the

other Parties shall be given credit for such exemption by Operating

Agent upon the provision of satisfactory proof of exemption from the

operative taxing authority.

17.8. Within thirty (3 0) Calendar Days following transfer of ownership of

the Additional Towers, Connecting Customer shall remit to SCE the

ITCC payment; provided that no ITCC payment shall be due if the

Operating Agent or SCE determine in good faith that the transfer of

ownership of the Additional Towers to SCE is not taxable to SCE

(whether such determination is the result of updated legislative

guidance or otherwise). The table below sets forth an estimate of the

ITCC payment (which is based on SCE’s estimate of the AT

Construction Cost). The actual ITCC payment shall be based on the

actual AT Construction Cost incurred by Connecting Customer.


Page 30

Estimated ITCC for Additional Towers (AT)

$8,331,632Estimated AT Construction Cost

$1,999,592Estimated ITCC Payment

17.9. Any payments of ITCC associated with the potentially refundable

payments for the Connecting Facilities shall be subject to a final true-

up adjustment based on the applicable Current Tax Rate and tax

depreciation laws for the year in which the Connecting Facilities

1 Payment is included in SCE’s applicable federal or state income tax

return. If a refund is due to the Connecting Customer as a result of an

over collection of such ITCC, such refund shall be paid to Connecting

Customer no later than November 30 of the calendar year following

the year in which such Connecting Facilities Payment was reported on

SCE’s income tax return. If additional amounts are owed to SCE, such

amounts shall be paid within 30 days of the. receipt of an invoice from

SCE to Connecting Customer calculating the additional amounts due.

18. INSURANCE

18.1. The Operating Agent’s insurance obligations with regard to the

Connecting Facilities are governed by the Eldorado Co-Tenancy and

Operating Agreement. As indicated below, Connecting Customer

shall, at its own expense, maintain in force throughout the period

commencing with the beginning of any construction activities for the

Additional Towers and ending on the effective date of the transfer of

ownership of the Additional Towers to SCE (the “Transfer Date”), the

following minimum insurance coverages, with insurers rated no less

than A-VII) by A.M. Bests’ Key Ratings Guide and authorized to do

business in the state where the Point of Interconnection is located,

except in the case of any insurance required to be carried by the

CAISO, the State of California:

DocuSign Envelope ID: F9382259-74BC 48DB-Br91-ACE86028A4CF

Page 31

Workers' Compensation and Employer's Liability Insurance. The

Connecting Customer shall maintain such coverage from the

commencement of any Construction Activities through the Transfer

Date providing statutory benefits for workers compensation coverage

and coverage amounts of no less than One Million Dollars

($1,000,000) for employer’s liability in accordance with the laws and

regulations of the state in which the Point of Interconnection is

located.

Commercial General Liability Insurance. Connecting Customer shall

maintain commercial general liability insurance commencing within

thirty (30) days of the effective date of the Agreement through three

years after the Transfer Date, including coverage for premises and

operations, bodily injury, personal injury, property damage,

contractual liability, products and completed operations explosion,

collapse and underground hazards, sudden and accidental pollution to

the extent normally available, punitive damages to the extent normally

available and insurable, and a cross liability or separation of insured

clause or endorsement with minimum limits of One Million Dollars

($1,000,000) per occurrence/One Million Dollars ($1,000,000)

aggregate. If the activities of the Connecting Customer are being

conducted through the actions of an affiliate, then the Connecting

Customer may satisfy the insurance requirements of this Section 18.3

by providing evidence of insurance coverage carried by such affiliate

and showing both the Eldorado Co-Owners and the Operating Agent

as an additional insured, under the affiliates’ General Liability

insurance policy, together with the Connecting Customer’s written

representation to Operating Agent that the insured affiliate is

conducting all of the necessary pre-construction work. Within thirty

(30) days prior to the entry of any person on behalf of the Connecting

Customer onto any construction site to perform work related to the

18.2.

18.3.

DocuSign Envelope ID: F9382259 74BC-48DB-BF91-ACE86028A4CE

Page 32

Additional Towers, the Connecting Customer shall replace any

evidence of affiliate Insurance with evidence of such insurance carried

by the Connecting Customer, naming both the Eldorado Co-Owners

and the Operating Agent as additional insured as required under

Section 18.7 of the Agreement.

Business Automobile Liability Insurance. Prior to the entry of any

such vehicles on any construction site in connection with work done

by or on behalf of Connecting Customer and through the Transfer

Date, Connecting Customer shall provide evidence of coverage of

owned and non-owned and hired vehicles, trailers or semi-trailers

designed for travel on public roads, with a minimum, combined single

limit of One Million Dollars ($1,000,000) per occurrence for bodily

injury, including death, and property damage.

Excess or Umbrella Liability Insurance. Commencing at the time of

entry of any person on its behalf upon any construction site for the

Connecting Facilities, Eldorado Substation, or Line Segment,

Connecting Customer shall maintain through three years after the

Transfer Date excess or umbrella liability insurance over and above

the Employer's Liability, Commercial General Liability and Business

Automobile Liability Insurance coverage, with a minimum limit of

Twenty Million Dollars ($20,000,000) per occurrence/Twenty Million

Dollars ($20,000,000) aggregate. The requirements of Sections 18.3

and 18.5 of the Agreement may be met by any combination of general

and excess or umbrella liability insurance.

Builder’s Risk Insurance. Commencing within fifteen (15) days after

Connecting Customer notifies SCE in writing that it will construct the

Additional Towers and through the Transfer Date, Connecting

Customer will obtain and maintain in force Builder’s Risk Insurance,

covering the Additional Towers, including all supplies, materials, and

other property intended to be permanently incorporated into the

18.4.

18.5,

S

18.6.

DocuSign Envelope ID: F9382259-74BC-48DB-BF91 ACEB6023A4CE

Page 33

Additional Towers. Connecting Customer shall have risk of loss for

the Additional Towers from the commencement of construction until

the transfer of ownership of the Additional Towers to SCE. The

Builder’s Risk Policy shall name Connecting Company, SCE, and

contractors and subcontractors of any tier as named insureds. Coverage

shall be on an “all risk” basis, and shall not be less than 100% of the

replacement cost value of the Additional Towers for physical damage,

loss, or destruction. Coverage shall apply to such Project property

while it is located at the job site or located at temporary off-site

storage or staging areas, or while in land-based transit to the job site

within the continental United States, and shall include expediting

expense coverage. Connecting Customer and SCE shall be named as

loss payee, subject to compliance with lender covenants, and the

policy shall include a non-vitiation clause or endorsement. Connecting

Customer and SCE agree to waive all rights of recovery against each

other, and contractors and subcontractors for damages covered by and

to the extent paid by the Builder’s Risk Policy. Connecting Customer

shall cause the Builder’s Risk insurer to waive all rights of subrogation

against SCE, and shall cause contractors and subcontractors to waive

all rights of recovery against SCE to the extent claims are paid by the

Builder’s Risk Policy. SCE shall have the right to review the Builders

Risk Policy including with respect to covered property, limits and sub

limits, exclusions, and coverage extensions, to ensure that the policy

adequately insures the Additional Towers. Such acceptance of terms

shall not be unreasonably withheld.

18.7. For the insurance policies under Sections 18.3,18.4 and 18.5 above,

Connecting Customer shall name both the Eldorado Co-Owners, its

parents, associated and affiliate companies and their respective

directors, officers, agents, servants and employees ("Other Party

Group"), and the Operating Agent, as additional insured. All


Page 34

insurance policies above shall contain provisions whereby the insurers

waive all rights of subrogation in accordance with the provisions of the

Agreement against the both Eldorado Co-Owners and the Operating

Agent. Connecting Customer shall provide thirty (30) Calendar Days

advance written notice to the Operating Agent of cancellation in

coverage. If Connecting Customer can reasonably demonstrate that

coverage policies containing provisions for insurer waiver of

subrogation rights are not available on commercially reasonable terms,

then the Connecting Customer and Operating Agent shall meet and

confer and mutually determine to (i) establish replacement or

equivalent terms in lieu of subrogation or notice or (ii) waive the

requirements that coverage(s) include such subrogation provision.

The insurance policies under Sections 18.3,18.4, and 18.5 above shall

contain provisions that specify that the policies are primary and non

contributory to any insurance or self-insurance the Operating Agent

maintains. The insurance policy under 18.3 shall contain a cross

liability, severability of interest or separation of insureds clause.

Connecting Customer shall be responsible for their respective

deductibles or retentions.

The insurance policies under Sections 18.2, 18.3, 18.4 and 18.5 above,

if written on a Claims First Made Basis, shall be maintained in full

force and effect for two (2) years after termination of the Agreement,

which coverage may be in the form of tail coverage or extended

reporting period coverage if agreed by the Connecting Customer and

Operating Agent.

The requirements contained herein as to the types and limits of all

insurance to be maintained by the Connecting Customer are not

intended to and shall not in any manner, limit or qualify the liabilities

and obligations assumed by the Connecting Customer under the

Agreement.

18.8.

18.9.

18.10.


Page 3 5

18.11. Within ten (10) Calendar Days following execution of the Agreement,

and as soon as practicable after the end of each fiscal year or at the

renewal of the insurance policy and in any event within ninety (90)

Calendar Days thereafter, Connecting Customer shall provide

certification of all insurance required under the Agreement, executed

by each insurer or by an authorized representative of each insurer.

18.12. Notwithstanding the foregoing, Connecting Customer may self-insure

to meet the insurance requirements of Section 18.2 through 18.9 of the

Agreement, to the extent that it maintains a self-insurance program

that is a qualified self-insurer within the state in which the Point of

Interconnection is located, under the laws and regulations of such

state; and to meet the minimum insurance requirements of Sections

18.2 through 18.9 of the Agreement to the extent it maintains a self

insurance program; provided that, (i) Connecting Customer’s or if

applicable its Parent Guarantor maintains (a) Credit Ratings of at least

“A-” by S&P, “A-” by Fitch and “A3” by Moody’s, if such entity is

rated by the Ratings Agencies; (b) if such entity is rated by only two of

the three Ratings Agencies, a Credit Rating from two of the three

Ratings Agencies of at least ”A-” by S&P, if such entity is rated by

S&P, “A-” by Fitch, if such entity is rated by Fitch, and “A3” by

Moody’s, if such entity is rated by Moody’s; or (c) a Credit Rating of

at least ”A-” by S&P or “A3” by Moody’s, or “A-” by Fitch if such

entity is rated by only one Ratings Agency, and (ii) its self-insurance

program meets the minimum insurance requirements of Sections 18.2

through 18.7 of the Agreement. For any period of time that the

Connecting Customer or if applicable its Parent Guarantor fails to

maintain Credit Ratings specified in (a), (b) or (c), the Connecting

Customer shall comply with the insurance requirements applicable to

it under Sections 18.2 through 18.9 of the Agreement. For purposes of

this section, the following definitions apply. “Credit Rating” means

!


Page 36

with respect to any entity, the rating then assigned to such entity’s

unsecured, senior long-term debt obligations (not supported by third

party credit enhancements) or if such entity does not have a rating for

its senior unsecured long-term debt, then the rating then assigned to

such entity as an issuer rating by the Ratings Agencies. “Ratings

Agency” means any of S&P, Moody’s, and Fitch (collectively the

‘Ratings Agencies’). “Fitch” means Fitch Ratings Ltd. or its successor.

“Moody’s” means Moody’s Investor Services, Inc. or its successor,

“S&P” means the Standard & Poor’s Rating Group (a division of

McGraw-Hill, Inc.) or its successor. “Parent Guarantor” means

Connecting Customer’s corporate parent which has provided a parent

guaranty acceptable to Operating Agent, in its sole discretion.

In the event that Connecting Customer is permitted to self-insure

pursuant to this Section 18.12, Connecting Customer shall notify the

Operating Agent that it meets die requirements to self-insure and that

its self-insurance program meets the minimum insurance requirements

in a manner consistent with that specified in Section 18.1 throughl 8.9.

18.13. The Connecting Customer agrees to report to Operating Agent in

writing as soon as practical all accidents or occurrences resulting in

injuries to any person, including death, and any property damage

arising out of the Agreement.

19. INDEMNITY

Operating Agent shall indemnify, defend and hold harmless

Connecting Customer, and Connecting Customer’ s directors, officers,

employees, agents, assigns, and successors in interest (collectively,

“Indemnitees”), from and against any and all third-party claims,

demands, liabilities, costs, damages, fees or expenses (including

without limitation attorneys’ fees and court costs) which may be

19.1.


Page 37

imposed on or asserted against any Indemnitee for any and all injury,

damage or loss of any kind or nature whatsoever, direct or indirect,

suffered by any person or property to the extent arising out of, caused

by, or resulting from Operating Agent’s, its employees’, agents’,

representatives’ or subcontractors’, actions or inactions pursuant to

this Agreement, except to the extent attributable to the negligence or

willful misconduct of the Connecting Customer. In the event of a

claim by Connecting Customer for indemnity by the Operating Agent

under this Section 19.1, responsibility for any such claims as between

the Operating Agent and the Eldorado Co-Owners will, in turn, be

governed by the applicable provisions of the Eldorado Co-Tenancy

and Operating Agreement.

Connecting Customer shall indemnify, defend and hold

harmless the Operating Agent and the Eldorado Co-Owners, and

Operating Agent’s and the Eldorado Co-Owners’ directors, officers,

employees, agents, assigns, and successors in interest, from and

against any and all third-party claims, demands, liabilities, costs,

damages, fees or expenses (including without limitation attorneys’

fees and court costs) which may be imposed on or asserted against the

Operating Agent and any of the Eldorado Co-Owners for any and all

injury, damage or loss of any kind or nature whatsoever, direct or

indirect, suffered by any person or property to the extent arising out

of, caused by, or resulting from Connecting Customer’s, its

employees’, agents’, representatives’, or subcontractors’ actions or

inactions pursuant to this Agreement, except to the extent attributable

to the negligence or willful misconduct of the Operating Agent or

Eldorado Co-Owners.

19.3. Indemnified Party.

19.3.1. If an indemnified person is entitled to indemnification

under this Section 19 as a result of a claim by a third party,

19.2.


Page 38

and the indemnifying Party fails, after notice and reasonable

opportunity to proceed under Section 19.1, to assume the

defense of such claim, such indemnified Party may at the

expense of the indemnifying Party contest, settle or consent

to the entry of any judgment with respect to, or pay in full,

such claim.

19.3.2. If an indemnifying Party is obligated to indemnify and

hold any indemnified Party harmless under this Section 19,

the amount owing to the indemnified Party shall be the

amount of such indemnified Party’s actual loss, net of any

insurance or other recovery.

19.4, Indemnity Procedures

19.4.1. Promptly after receipt by an indemnified Party of any

claim or notice of the commencement of any action or

administrative or legal proceeding or investigation as to

which the indemnity provided for in Section 19 may apply,

the indemnified Party shall notify the Indemnifying Party of

such fact Any failure of or delay in such notification shall

not affect a Party's indemnification obligation unless such

failure or delay is materially prejudicial to the indemnifying

Party.

19.4.2. The indemnifying Party shall have the right to assume the

defense thereof with counsel designated by such

indemnifying Party and reasonably satisfactory to the

indemnified Party. If the defendants in any such action

include one or more indemnified Parties and the

indemnifying Party and if the indemnified Party reasonably

concludes that there may be legal defenses available to it

and/or other indemnified Parties which are different from or

additional to those available to the Indemnifying Party, the


Page 39

indemnified Party shall have the right to select separate

counsel to assert such legal defenses and to otherwise

participate in the defense of such action on its own behalf.

In such instances, the indemnifying Party shall only be

required to pay the fees and expenses of one additional

attorney to represent an indemnified Party or indemnified

Parties having such differing or additional legal defenses.

19.4,3. The indemnified Party shall be entitled, at its expense, to

participate in any such action, suit or proceeding, the defense

of which has been assumed by the indemnifying Party.

Notwithstanding the foregoing, the indemnifying Party (i)

shall not be entitled to assume and control the defense of any

such action, suit or proceedings if and to the extent that, in

the opinion of the indemnified Party and its counsel, such

action, suit or proceeding involves the potential imposition

of criminal liability on the indemnified Party, or there exists

a conflict or adversity of interest between the indemnified

Party and the indemnifying Party, in such event the

indemnifying Party shall pay the reasonable expenses of the

indemnified Party, and (ii) shall not settle or consent to the

entry of any judgment in any action, suit or proceeding

without the consent of the indemnified Party, which shall not

be unreasonably withheld, conditioned or delayed.

20. CONSEQUENTIAL DAMAGES

In no event shall any Party be liable under any provision of this

Agreement for any losses, damages, costs or expenses for any special,

indirect, incidental, consequential, or punitive damages, including but

not limited to loss of profit or revenue, loss of the use of equipment,

cost of capital, cost of temporary equipment or services, whether

20.1.


Page 40

based in whole or in part in contract, in tort, including negligence,

strict liability, or any other theory of liability; provided, however, that

damages for which a Party may be liable to another Party under

another agreement will not be considered to be special, indirect,

incidental, or consequential damages hereunder.

21. DEFAULT

General. No Default shall exist where such failure to discharge an

obligation (other than the payment of money) is the result of

Uncontrollable Force as defined in this Agreement or the result of an

act or omission of the other Party. Upon a Breach, the affected non

Breaching Party(ies) shall give written notice of such Breach to the

Breaching Party. The Breaching Party shall have thirty (30) Calendar

Days from receipt of the Breach notice within which to cure such

Breach; provided however, if such Breach is not capable of cure

within thirty (30) Calendar Days, the Breaching Party shall

commence such cure within thirty (30) Calendar Days after notice and

continuously and diligently complete such cure within ninety (90)

Calendar Days from receipt of the Breach notice; and, if cured within

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

Right to Terminate. If a Breach is not cured as provided in Section 21.1

of the Agreement, or if a Breach is not capable of being cured within the

period provided for herein, the affected non-Breaching Party(ies) shall

have the right to declare a Default and terminate the Agreement by

written notice at any time that such Default remains uncured, and be

relieved of any further obligation hereunder, with the exception of the

provision in Section 4.4 of the Agreement and, all other damages and

remedies to which it is entitled at law or in equity. Notwithstanding the

foregoing, if a declared Default has been disputed by the Breaching Party,

termination of this Agreement on account of such Default may not occur

21.1.

21.2.


Page 41

absent a decision by an arbitrator, or a court of competent authority

having jurisdiction, making a determination of said Default. The

provisions of Section 4.4 of the Agreement and Section 17 of the

Agreement will survive termination of the Agreement.

22. UNCONTROLLABLE FORCE

22.1. No Party shall be considered to be in default in the performance of its

obligations hereunder (other than obligations of said Party to make

payment of bills rendered hereunder) when a failure of performance

shall be due to an Uncontrollable Force. The term "Uncontrollable

Force" means any cause beyond the reasonable control of the Party

affected, including but not restricted to failure of or threat of failure of

facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot,

civil disturbance or disobedience, labor dispute, labor or material

shortage, sabotage, restraint by court order or public authority, which

by exercise of due diligence such Party could not reasonably have

been expected to avoid and which by exercise of due diligence it shall

be unable to overcome. Nothing contained herein shall be construed

so as to require a Party to settle any strike or labor dispute in which it

may be involved. Any Party rendered unable to fulfill any of its

obligations hereunder by reason of an Uncontrollable Force shall give

prompt written notice of such fact to the other Parties and shall

exercise due diligence to remove such inability with all reasonable

dispatch.

22.2. Economic hardship shall not be an Uncontrollable Force.

s1

l

23. RELATIONSHIP OF THE PARTIES

Except as provided for in the Eldorado Co-Tenancy and Operating

Agreement, the covenants, obligations, and liabilities of the Parties are

intended to be several and not joint or collective, and nothing herein


Page 42

contained shall ever be construed to create an association, joint venture,

trust, or partnership, or to impose an association, joint venture, trust, or

partnership covenant, obligation, or liability on or with regard to any one or

more of the Parties. Each Party shall be individually responsible for its

own covenants, obligations, and liabilities as herein provided, No Party or

group of Parties shall be under the control of or shall be deemed to control

any other Party or the Parties as a group. No Party shall be the agent of or

have a right or power to bind any other Party without its express written

consent, except as expressly provided in this Agreement.

24. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the

respective successors and assigns of the Parties.

Any successor or assignee shall notify the remaining Parties of such

succession or assignment in accordance with Section 31.

No assignment or transfer of interest hereunder shall relieve the

assigning or transferring Party from Ml liability and financial

responsibility for performance, after any such assignment or transfer,

of ail obligations and duties incurred, under the terms and conditions

of the Agreement, by such Party prior to such assignment or transfer

unless and until the assignee or transferee shall agree in writing with

all the remaining Parties to assume all obligations and duties imposed

under the terms and conditions of the Agreement, upon the assigning

or transferring Party after such assignment or transfer.

24.1.

24.2.

24.3.

I

25. RESERVATION OF RIGHTS

25.1. The Eldorado Co-Owners and the Connecting Customer shall each

have the right to make a unilateral filing with FERC to seek to modify

this Agreement pursuant to Section 205, Section 206, or any other

applicable provision of the Federal Power Act and FERC’s rules and


Page 43

regulations thereunder, provided that each Party shall have the right to

protest any such filing by another Party and to participate fully in any

proceeding before FERC in which such modifications may be

considered. 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, except to the extent

that the Parties otherwise mutually agree as provided herein.

26: NONDEDICATION OF FACILITIES

The Parties do not intend to dedicate, and nothing in this Agreement shall be

construed as constituting a dedication by any Party of its properties or

facilities, or any part thereof, to any other Party or to the customers of anyiParty.

27. REGULATORY APPROVALS

The Parties agree to cooperate to obtain any state or federal regulatory

approval necessary for the full participation of any Party in the rights and

obligations of the Agreement 1\

28. GOVERNING LAW AND VENUE

This Agreement shall be interpreted in accordance with the substantive and

procedural laws of the State of Nevada, notwithstanding any Nevada conflict

of laws provisions to the contrary. Any court action arising under this

Agreement shall be initiated and prosecuted in a state or federal court in Clark

County, Nevada or in a state or federal court within the territory of the Federal

District Court for the Southern District of California.

29. MUTUAL COOPERATION


Page 44

Operating Agent, SCE in its capacity as owner of the Connecting Facilities, or

the Connecting Customer shall, within 10 Calendar Days of the receipt of any

notice of alleged violation (“NOAV”) from a regulatory agency pertaining to

the Connecting Facilities, provide the other Parties, with a copy of the NOAV.

Subject to applicable regulatory and legal requirements, protections for each

Party’s privileges and confidential information, and subject to the execution of

any necessary confidentiality and non-disclosure agreements, the Parties agree

to cooperate fully to provide each other the information, documentation and

assistance necessary to demonstrate compliance with their respective

obligations. Unless otherwise agreed, the Parties agree that upon thirty (30)

days of receipt of a written notice from the Party requesting the information,

the Party responsible for providing information shall timely deliver the

requested information. In the event the information is required by WECC,

NERC, or FERC in less than thirty (30) days, the appropriate Party will make

commercially reasonable efforts to provide information in any such requested

time.

!30. DISPUTE RESOLUTION

Disputes among the Eldorado Co-Owners will be handled pursuant to

the terms of the Eldorado Co-Tenancy and Operating Agreement.

In the event a Disputing Party has a dispute, or asserts a claim, that

arises out of or in connection with this Agreement, or their

performance, such Disputing Party shall provide the non-Disputing

Party with a Notice of Dispute.

Such dispute or claim shall be referred to a designated senior

representative of the non-Disputing Party for resolution on an

informal basis as promptly as practicable after receipt of the Notice of

Dispute.

In the event the designated representatives are unable to resolve the

claim or dispute through negotiations within thirty (30) Calendar

30.1.

30.2.

30.3.

30.4.


Page 45

Days of the non-Disputing Party's receipt of the Notice of Dispute,

such claim or dispute may, upon mutual agreement among the

Disputing Party and the non-Disputing Party, be submitted to either

non-binding or binding arbitration and resolved in accordance with

the arbitration procedures set forth below.

30.5. In the event the Disputing Party and the non-Disputing Party do not

agree to submit such claim or dispute to arbitration, each party may

exercise whatever rights and remedies it may have in equity or at law

consistent with the terms of the Agreement.

30.6. Any arbitration initiated under these procedures shall be conducted

before a single neutral arbitrator appointed by the Disputing Party and

the non-Disputing Party. If the parties fail to agree upon a single

arbitrator within ten (10) Calendar Days of the submission of the

dispute to arbitration, each party shall choose one arbitrator who shall

sit on a three-member arbitration panel. The two arbitrators so chosen

shall within twenty (20) Calendar Days select a third arbitrator to

chair the arbitration panel. In either case, the arbitrators shall be

knowledgeable in electric utility matters, including electric

transmission and bulk power issues, and shall not have any current or

past substantial business or financial relationships with any party to

the arbitration (except prior arbitration). The arbitrators) shall

provide each of the parties an opportunity to be heard and, except as

otherwise provided herein, shall conduct the arbitration in accordance

with the JAMS Arbitration Procedures; provided, however, in the

event of a conflict between the Arbitration Rules and the terms of

Section 28 of the Agreement, the terms of Section 28 of the

Agreement shall prevail.

30.7. Unless otherwise agreed by the Disputing Party and the non

Disputing Party, the arbitrator(s) shall render a decision within ninety

(90) Calendar Days of appointment and shall notify the parties in

j


Page 46

writing of such decision and the reasons therefor. The arbitrators)

shall be authorized only to interpret and apply the provisions of this

Agreement Mid shall have no power to modify or change any

provision of the Agreement in any manner. If the parties have

mutually agreed to binding arbitration, the decision of the arbitrator(s)

shall be final and binding upon the Parties, and judgment on the

award may be entered in any court having jurisdiction. The decision

of the arbitrator(s) may be appealed solely on the grounds that the

conduct of the arbitrators), or the decision itself, violated the

standards set forth in the Federal Arbitration Act or the

Administrative Dispute Resolution Act. The final decision of the

arbitrator must also be filed with FERC if it affects jurisdictional

rates, terms and conditions of service or Connecting Facilities of those

Eldorado Co-Owners subject to such FERC jurisdiction.

30.8. Each party shall be responsible for its own costs incurred during the

arbitration process and for the following costs, if applicable: (i) the

cost of the arbitrator chosen by the party to sit on the three member

panel and one half of the cost of the third arbitrator chosen; or (ii) one

half the cost of the single arbitrator jointly chosen by the parties.

31. NOTICES

31.1. Except as set forth in Section 31.2 of the Agreement, any legal notice

or communication required by this Agreement shall be in writing and

shall be deemed received (i) upon delivery if delivered in person or by

electronic mail or (ii) five (5) Calendar Days after deposit in the mail

if sent by registered or certified first class United States mail, postage

prepaid, to the persons and addresses set forth in Attachment C

attached hereto.


Page 47

31.2. Communications of a routine nature involving requests for funds and

related matters shall be given in such manner as the Parties shall

arrange.

31.3. Any Party may, at any time, by written notice to all other Parties,

designate different or additional persons or different addresses for the

giving of notices hereunder. Within thirty (30) Calendar Days of any

such change, Operating Agent shall provide each Party with a revised

Attachment C. Such revised attachment shall not require approval by

the Engineering and Operating Committee and shall not require a

formal amendment to this Agreement requiring signature by each

Party.

32. GENERAL PROVISIONS

32.1. In the event that any of the terms, covenants, or conditions of the

Agreement, or the application of any such term, covenant, or

condition, shall be held invalid as to any person or circumstance by

any court having jurisdiction in the premises, all other terms,

covenants, or conditions of this Agreement and their application shall

not be affected thereby, but shall remain in full force and effect.

Except as otherwise specifically provided in the Agreement, the

Parties do not intend to create rights in, or to grant remedies to, any

third party as a beneficiary of this Agreement or of any duty,

covenant, obligation, or undertaking established therein.

Any waiver at any time by any Party of its rights with respect to a

default or any other matter arising in connection with this Agreement

shall not be deemed a waiver with respect to any subsequent default

or matter whether of a similar or different nature.

With the exception of the right that each Party has to make a

unilateral filing as granted in Section 25 of the Agreement, and

32.2.

32.3.

32.4.


Page 48

pursuant to Section 31,3 of the Agreement, this Agreement shall be

modified only through written agreement signed by each Party.

32.5. Section headings in this Agreement are for convenience only and are

not to be construed to define, limit, expand, interpret, or amplify the

provisions of the Agreement.

32.6. If, after the Effective Date of this Agreement, FERC or any other

regulatory body, agency or court of competent jurisdiction determines

that all or any part of this Agreement, its operation or effect, is unjust,

unreasonable, unlawful, imprudent or otherwise not in the public

interest, each Party shall be relieved of any obligations hereunder to

the extent necessary to comply with or eliminate such adverse

determination. The Parties shall promptly enter into good faith

negotiations in an attempt to achieve a mutually agreeable

modification to this Agreement to address any such adverse

determination.

32.7. If, after the Effective Date of this Agreement, FERC or any other

regulatory body, agency or court of competent jurisdiction orders or

determines that this Agreement should be modified or significantly

extended in such a manner that any Party may be required to extend

its obligations under this Agreement to a third party, or to incur

significant new or different obligations to another Party or to Third

Parties not contemplated by this Agreement, then the Parties shall be

relieved of their obligations to the extent lawful and necessary to

eliminate the effect of that order or determination, and the Parties

shall attempt to renegotiate in good faith to modify the terms and

conditions of this Agreement to restore the balance of benefits and

burdens contemplated by the Parties prior to such order or

determination.

33. ATTACHMENT REVISIONS


Page 49

Attachment A, ELDORADO-HARRY ALLEN 500 KV LINE

INTERCONNECTION TO ELDORADO SUBSTATION and

Attachment B, COST RESPONSIBILITY RATIOS shall be revised

by Operating Agent upon any change in the configuration of Eldorado

Substation; provided, that no such revision shall be applicable to

Connecting Customer without Connecting Customer’s prior written

consent if it could reasonably be anticipated to have an adverse effect

on Connecting Customer. Attachment C, ADDRESS FOR

NOTICES, shall be revised pursuant to Section 31.3.

The effective date of a revised Attachment A or Attachment B, as the

case may be, shall be the effective in-service date of the new facility

or the effective removal date of an existing facility, unless otherwise

determined by the Eldorado Co-Owners; provided, that no such

revision shall be applicable to Connecting Customer without

Connecting Customer’s prior written consent if it could reasonably be

anticipated to have an adverse effect on Connecting Customer. Such

revised attachment shall not be considered an amendment to this

Agreement requiring signature by each Party.

33.1.

33.2.

34. AUDIT

For two years following the in-service date of any Capital Additions in

accordance with Section 11 of the Agreement for which the Connecting

Customer is responsible hereunder, SCE shall maintain records and accounts

of such costs incurred in sufficient detail to allow verification of such costs

incurred, including, but not limited to, labor and associated labor burden costs,

material and supplies, outside services, and administrative and general

expenses. Connecting Customer shall have the right, upon reasonable notice,

at a reasonable time and place, and at its own expense, to audit SCE’s records

as necessary and as appropriate in order to verify such costs incurred by SCE.


Page 50

35. EXECUTION BY COUNTERPARTS

This Agreement may be executed in any number of counterparts, and upon

execution by all Parties, each executed counterpart shall have the same force

and effect as an original instrument and as if all Parties had signed the same

instrument. Any signature page of the Agreement may be detached from any

counterpart hereof without impairing the legal effect of any signature thereon

and may be attached to another counterpart of the Agreement identical in form

hereto but having attached to it one or more signature pages.

(SIGNATURES APPEAR ON NEXT PAGE)

!

\


Page 51

36. SIGNATURE CLAUSE

The signatories hereto represent that they have been appropriately

authorized to enter into this Agreement on behalf of the Party for whom they

sign.

NEVADA POWER COMPANY (d/b/a NV

Energy)

SOUTHERN CALIFORNIA EDISON

COMPANY 1

DocuSigned by: DocuSfgned by:

U&tfBy. By.■ 7CE3BF9CB7E6406... ■68804129BFFF46C...

Name Shahzad Lateef Name Robert Woods

Title Vice President - Transmission Title Managing Director T&D Asset Management & Ops Services

10/3/201810/3/2018Date Signed. Date Signed.

DEPARTMENT OF WATER AND POWER DESKRTLINK, LLC

OF THE CITY OF LOS ANGELES BY

BOARD OF WATER AND POWER

COMMISSIONERS

*-----DocuSfgned by;

( iWk. P. flfitkun/i.By: Bv•6F4C40E737394SB...

DAVID H . WRIGHT General Manager Name MarkMilbum

Date: Title Vice President

10/3/2018Date SignedAnd:

BARBARA E. MOSCHOS Board Secretary

J

Page 51

36. SIGNATURE CLAUSE

The signatories hereto represent that they have been appropriately

authorized to enter into this Agreement on behalf of the Party for whom they

sign.

NEVADA POWER COMPANY (d/b/a NV

Energy)

SOUTHERN CALIFORNIA EDISON

COMPANY

By.By.

Name Robert WoodsName Shahzad Lateef

Title Managing Director T&D Asset Management & Ops ServicesTitle Vice President - Transmission

Date SignedDate Signed

DESERTLINK, LLCDEPARTMENT OF WATER AND POWER

OF THE CITY OF LOS ANGELES BY

BOARD OF WATER AND POWER

COMMISSIONERS I

BvBy:MARTIN L. ADAMS

General Manager and Chief Engineer Name MarkMilbum

Date: Title Vice President

Date SignedAnd:

SUSAN A. RODRIGUEZ Secretary

APPROVED AS TO FORM AND LEGALITY MICHAEL N. FEUER, CITY ATTORNEY

UB 2 8 2019BY.

SYNQI DRISCOLL/ DEPUTY CITY ATTORNEY

i1

DocuSign Envelope ID; F9382259-74BC-48DB-BF91-ACE86028A4CE

Page A-l

ATTACHMENT A

Protected Materials: Contains Critical Energy Infrastructure Information

ELDORADO-HARRY ALLEN 500 KV LINE

INTERCONNECTION TO ELDORADO SUBSTATIONj

Detail of Last Structure (D)

To Harry Allen Substation

E3 E3 | E3 insulators

JChamteofOwnefthfe b where SCE’s

tosulators connect to Desartlinfc's Jumpers

and tower

OPGW Splice Box(SCE|

<>I

fInsdatws

Harry Allen

t.To Eldorado Substation

LAST STRUCTUREIdELDORADO SUBSTATION

ROW BOUNDARYC>

Mohave Lugo ^BMoenkopiMcCullough [*]aAddtfonal TowersELDORADO SUBSTATIONS FENCE UNE

16 Ur-M-fYmv11 151 2 6 12 13 143 4 5 7 8 9 10S

| M2 | | W | | 95?] I3962 992 $162jPoint of -

InterconnectionJOINTLY-OWNED ELDORADO S00 KV

SWITCHYARD

i862 81$872 882 L j■v

QtT] Q«] [t|] . 782 792N

3aa aAa aAa 4A*500/ 220 KV VW VW 500/ 220 KV

AAA 5AA VW 500/220 KV

LegendOwned by One or More of the

' Eldorado Co-Owners ■ Connecting Facilities (Owned by SCE)

-------- Owned by Connecting Customer

Last StructureN


Page B-l

ATTACHMENT BELDORADO GENERAL FACILITIES

NEW COST RESPONSIBILITY RATIOS

TERMINATIONS NVLADWP SCE 1Energy(in %)220 kV (in %) (in %)

Transformer No. 3AA - 220 kV 21.140 63.76015.10021.140Transformer No. 4AA - 220 kV 15.100 63.760

Eldorado-Mead No. 1 26.42518.875 54.700Eldorado-Mead No. 2 26.42518.875 54.700

Eldorado-Cima-Pisgah No. 1 0.000 100.0000.000Eldorado-Cima-Pisgah No. 2 0.0000.000 100.000

Eldorado-Merchant No. 1 0.000 100.0000.000Eldorado-Merchant No. 2 100.000 0.0000.000Eldorado-Magnolia 100.0000.000 0.000Eldorado-NSO 0.000 100.000 0.000220 kV Subtotal = 1000 67.950 395.130 536.920

500 kVTransformer No. 3AA - 500 kV 21.14015.100 63.760

Transformer No. 4AA - 500 kV 21.140 63.76015.100

21.140Eldorado-Mohave 45J00 33.560Eldorado-McCullough 0.000100.000 0.000

100.0000.000Eldorado-Lugo 0.000Eldorado-Moenkopi 0.000 100.0000.000 i

i0.000Transformer No. 5 AA 0.000 100.000

Eldorado-Harry Allen 0.0000.000 100.000

500 kV Subtotal 800 175.500 63.420 561.080TOTAL= 1800 458.550243.450 1098.000

Sum of Functions responsibilities:LADWP + NV Energy + SCE + Eldorado-Harry Allen Transmission Line (SCE responsible) = 243,450 + 458.550 + 998.000 + 100.000 = 1800.000 Calculation of Cost Responsibility Ratios:LADWP = (243.450/1800.000) x 100% = 13.525%


Page B-2

= 25.475% = 61.000% = 100.000%

NV Energy = (458.550/1800.000) x 100% = (1098.000/1800.000) x 100%SCE

Total

ELDORADO 500 KV SWITCHYARD

NEW COST RESPONSIBILITY RATIOS

TERMINATIONSLADWP

(in %)SCE

(in %)NV Energy

(in%)

Eldorado-Harry Allen 100.0000.000 0.000

Eldorado-Lugo 100.0000.000 0.000Eldorado-McCullough 100.000 0.000 0.000

Eldorado-Moenkopi 0.000 0.000 100.000

Eldorado-Mohave 33.56045.300 21.140

63.760Transformer No. 3AA 15.100 21.140

21.140Transformer No. 4AA 15.100 63.760

Transformer No. 5AA 100.0000.000 0.000

Total = 800.000 175.500 63.420 561.080

A. Sum of Functions responsibilities:

LADWP + NV Energy + SCE + Eldorado-Harry Allen Transmission Line (SCE

responsible) = 175.500 + 63.420 + 461.080 + 100 - 800.000

Calculation of Cost Responsibility Ratios:B.

= (175.500/800.000) x 100%

NV Energy =(63.420/800.000) x 100%

= (561.080/800.000) x 100%

21.9375%LADWP

7.9275%

70.135%

100.000%

SCE

Total


Page C-l

ATTACHMENT C

ADDRESSES FOR NOTICES

Department of Water and Power of the City of Los Angeles c/o Reiko A. Kerr, Senior Assistant General Manager — Power System111 North Hope Street, Room 921Los Angeles, CA 90012-2607Box 51111, Room 921Los Angeles, CA 90051-5700Fax: 213 367-0313E-mail: Reiko.Kerr@ladwp .com

Street address:

Mailing address:

Nevada Power Company d/b/a NV Energyc/o Manager, Transmission Business Services6100 Neil Road - M/S S3B40Reno, NV 89511P.O. Box 10100 - M/S S3B40Reno, NV 89520-0024E-mail: [email protected]

Street address:

Mailing address:

Southern California Edison Companyc/o Manager, Grid Contracts Management 2244 Walnut Grove Avenue Rosemead, California 91770 P.O. Box 800 Rosemead, CA 91770E-mail: [email protected]

Street address:

Mailing address:

DesertLink, LLCc/o Project Manager16150 Main Circle Drive, Suite 310Chesterfield, MO 63017E-mail: [email protected]

Mailing address:

mailto:[email protected]




Page E-2

ATTACHMENT E

SCOPE OF WORK AND COST

The Connecting Facilities described in this Attachment E to the Agreement are based on SCE’s preliminary engineering and design and are subject to modification to reflect the actual facilities that are constructed and installed following SCE’s final engineering and design, identification of field conditions, and compliance with applicable environmental and permitting requirements.

1. Connecting Customer’s Scope

The Connecting Customer shall:i. Install the Eldorado-Harry Allen 500 kV Transmission Line, a new 60-mile

single circuit 500 kV transmission line with three (3) 1590 kcmil 45/7 ACSR “lapwing” conductors per phase which shall include:

1. the Line Segment; and2. the Additional Towers.

ii. Design tower A (as identified in Attachment A) as a double circuit tower, subject to SCE review and approval, and install tower A with one circuit position remaining open without attached hardware, insulators or conductors.

iii. Install one (1) 48 fiber optical ground wire (“OPGW”) on the Eldorado-Harry Allen 500 kV Transmission Line to provide one of two telecommunication paths required for the line protection scheme and the remote terminal units (“RTUs”). A minimum of eight (8) strands within the OPGW shall be provided for SCE’s exclusive use into the Eldorado 500 kV Switchyard.

iv. Install one (1)7 strand EHS steel ground wire and/or Ibis wire to facilitate shielding between Harry Allen and Eldorado Substations.

v. Install appropriate single-mode fiber-optic cable and/or microwave bandwidth from Harry Allen Substation to a point designated by SCE near the Eldorado Substation to provide the second telecommunication path required for the line protection scheme. A minimum of eight (8) strands within the single-mode fiber optic cable shall be provided for SCE’s exclusive use. The telecommunication path shall meet the Applicable Reliability Standards and Applicable Reliability Criteria for diversity.

vi. Install a new series capacitor bank with rated continuous current of 3800 amp and 70% compensation and appurtenant equipment near Harry Allen Substation. The series capacitor bank shall be designed to automatically bypass the series capacitors due to faults in the series capacitors, and provide a means to isolate the series capacitors to facilitate maintenance. Install Forced- Triggered Bypass Gaps or Other Fast Bypass Devices in series capacitors which are programmed to bypass the series capacitors at least 10 ms prior to the current interruption of line circuit breakers).

vii. Install bypass switches on each series capacitor bank segment.

i


Page E-3

Own, operate and maintain the portion of the primary telecommunication path (including OPGW, any fiber-optic cables, and appurtenant facilities) that is located between the Point of Change of Ownership and the Harry Allen Substation, including a patch panel specified and installed by Connecting Customer on tower D. Connecting Customer shall install such telecommunication path between the Harry Allen Substation and tower A as shown in Attachment A, but the portion of such path located between the Point of Change of Ownership and tower A shall be transferred to SCE as part of the Additional Towers, and shall thereafter be operated and maintained by SCE.Own, operate and maintain, or otherwise lease the secondary telecommunication path (including OPGW, any fiber-optic cables, microwave facilities and appurtenant facilities) located between the Eldorado 500 kV Switchyard and the Harry Allen Substation. Connecting Customer shall coordinate with SCE to determine the interface, and if necessary a point of change of ownership, for the secondary path, whether for fiber or microwave, Allow SCE to review the Connecting Customer’s design for the Additional Towers and during construction to perform inspections to ensure compatibility with agreed transmission design and construction requirements; allow SCE to perform acceptance testing of the Additional Towers and the right to request correction of installation deficiencies.Allow SCE to review the Connecting Customer’s telecommunication equipment design and during construction to perform inspections to ensure compatibility with agreed terminal equipment and protection engineering requirements; allow SCE to perform acceptance testing of the telecommunication equipment and the right to request correction of installation deficiencies.Extend the OPGW for the primary telecommunication path to an SCE- specified patch panel provided and installed by Connecting Customer, to be located at Tower D, string the OPGW from Tower D to Tower A and provide sufficient quantity of OPGW coiled at Tower A to enable SCE to install the span from Tower A to the Point of Interconnection.Request NV Energy to install relay protection at Harry Allen Substation in accordance with specifications to be agreed upon by SCE and NV Energy to accommodate the relay protection used by NV Energy and SCE, in order to protect the Eldorado-Harry Allen 500 kV Transmission Line, as follows:

Two (2) SEL current differential relays via diversely routed dedicated digital communication channels to the Eldorado 500 kV Switchyard. The model of current differential relays will be specified via collaboration between SCE and NV Energy.Install disconnect facilities to comply with switching and tagging procedures as agreed by NV Energy.

Connecting Customer shall transfer the ownership of the Additional Towers within forty five (45) days following completion of construction of the Eldorado-Harry Allen 500 kV Transmission Line. SCE may not energize the

vin.

IX.

X.

XI.

XU.

i

xm.

1.

2.

XIV.


Page E-4

Eldorado-Harry Allen 500 kV Transmission Line until Connecting Customer transfers the ownership of the Additional Towers to SCE.

2. Connecting Facilities (excluding Additional Towers)

SCE shall:a. Install facilities for a new 500 kV switchrack position to terminate the Eldorado-

Harry Allen 500 kV Transmission Line. This work includes the following:Install two (2) 90 foot by 108 foot high bus dead-end structure and foundations to extend the 500 kV bus.Install approximately 1,700 feet of 2156 kemil ACSR conductor to extend the 500 kV bus.Install twelve (12) bus insulator assemblies to extend the 500 kV bus.Install one (1) 90 foot wide by 108 foot high steel dead-end structure and foundation.Install two (2) 4000A, 63kA, 500 kV circuit breakers to be designated as #7102 and #9102.Install four (4) 4000A, horizontally mounted disconnect switches, leads and foundations. ' : ■Install one (1) grounding switch.Install thirty six (36) bus supports and foundations.Install approximately 4,000 feet of 2156 kemil ACSR conductor.Install approximately 500 feet of'cable trench.Install approximately 14,000 feet of control cable. ;Install three (3) 500 kV coupling capacitor voltage transformers (“CCVTs”) with steel pedestal support structures.Install appropriate seven (7) protective relays and appurtenant equipment as agreed upon by SCE.Install five (5) 28 inch racks.

l.

it.

in.IV.

V.

VI.

vu.Vlll.

IX.X. i

XI.XU.

XUl,

XIV.

b. Install a new 100 MVAR shunt line reactor and appurtenant equipment as follows:

i. Install one (1) 90 foot wide by 108 foot high steel dead-end structure andfoundation. .

ii. Install one (1) 4000A, 500 kV horizontally mounted disconnect switch, steelsupport structures and foundations. .

iii. Install one (1) set (3 single pole) 3000 A, 500 kV, synchronous circuit breaker and foundation.

iv. Install three (3) bus support structures, insulators and foundations.v. Install three (3) 500 kV lightning arresters on new foundations.

vi. Install three (3) 33.333 MVAR line reactors and foundations.vii. Install two (2) firewalls. , ,

viii. Install two (2) 18 foot high neutral bus structures and foundations.Install 1,000 feet of 2156 kemil ACSR conductor.Install 200 feet of 103 3 kemil ACSR conductor.

I

ix.x.


Page E-5

Install 200 feet of cable trench. Install 200 feet of control cable.

xt.xu.

Install all required lightwave, channel, and associated equipment (including terminal equipment), supporting protection, RTU and SCADA requirements for the interconnection of the Eldorado-Harry Allen 500 kV Transmission Line. Install appropriate length of fiber optic cable, including conduit and vaults, from a point designated by SCE to extend the OPGW into the communication room at the Eldorado 500 kV Switchyard as follows:

i. Install approximately 650 feet of 2-5 inch conduit.ii. Install one (1) four foot by four foot by six foot manhole. iiUnstall approximately 2,250 feet of fiber optic cable.

c.

d.

Install appropriate length of fiber optic cable, including conduit and vaults, to extend the Connecting Customer’s diverse telecommunications from the point designated by SCE near the Eldorado 500 kV Switchyard into the communication room at the Eldorado 500 kV Switchyard. The actual location and length of fiber optic cable and conduit, and location and number of vaults, will be determined during final engineering of SCE’s Connecting Facilities.

e.

f. RESERVED,]

Add RTU point additions to the existing RTU and updates to the EMS database, displays, and calculations as required to support the Eldorado-Harry Allen 500 kV Transmission Line.

g-

Provide mapping, survey, title work, land acquisition labor, licensing, and other activities related to substation, transmission line and telecom requirement.

h.

3. Estimated Cost of SCE’s Connecting Facilities and associated ITCC:

Connecting Facilities Estimated CostElement

Eldorado 500 kV Switchyard (within substation fence line) $ 7,829,000.00

$ 8,875,000.00Line Reactor$ 77,000.00Real Properties$ 877,000.00Telecommunications$ 17,658,000.00SCE Total

Additional Towers (outside substation fence line but within current Eldorado right-of-way) $8,331,632.00ITCC associated with transfer of Additional Towers $1,999,592

$10,331,224.00Connecting Customer Total


Page E-6

All amounts shown above are in nominal dollars and are estimates only. Actual costs and ITCC to be determined in accordance with Section 17.4 and 17.9 of this agreement.

!

DocuSign Envelope ID; F9382259-74BC-48DB-BF91-ACE86023A4CE

Page F-7

ATTACHMENT F

MILESTONES

1. Milestones: Table FI

Item Milestone Responsible Party Due DateConnecting Customer provides specifications and drawings of Additional Towers to SCE (“Additional Towers

On or before thirty (30) Calendar Days following the Effective Date

(a) Connecting Customer

Documentation”).SCE requests additional Within fifteen (15)

Calendar Days following receipt Additional Towers Documentation

information and/or suggests revisions to the Additional TowersDocumentation.

(b) SCE

Connecting Customer submits final Additional TowersDocumentation to SCE

Within thirty (30) Calendar Days following completion of milestone

(c)* Connecting Customer

(b)

SCE andrepresentatives of Boulder City,Nevada agree in principle on terms of secure long-term rights for all property within the current Eldorado right-of- way boundary that is required for the Additional Towers and is subject to the August 6, 2019 expiration of the

/

(d)** SCE July 1, 2019

DoouSign Envelope ID: F9382259-74BC-48DB-BF91-ACE86028A4CE

Page F-8

BLM reservedcorridor (BLM serial number NVN-02655)ConnectingCustomerdemonstrates that it has secured all material permits, licenses, and property rights required for the construction of the Additional Towers

(e)* November 1, 2018Connecting Customer

and Line SegmentConnectingCustomerdemonstrates selection of Engineering, Procurement and Construction Contractor for the Additional Towers and Line Segment

(f)* Connecting Customer November 1, 2018

ConnectingCustomercommences construction of the Eldorado-Harry Allen 500 kV Transmission Line

(g)* Connecting Customer November 1, 2018

SCE begins design, engineering and procurement of the Connecting Facilities (excluding the Additional Towers)

Within thirty (30) Calendar Days following Effective Date

(h)** SCE

SCE submits toConnecting Customer the construction schedule for the Connecting Facilities per Article 5.5.2 oftheAPSA

Within sixty (60) Calendar Days following achievement of item (h)

0)** SCE


Page F-9

Construction of the Connecting Facilities (other than the Additional

**(i) SCE August 1, 2019

Towers) beginsConstruction of theAdditional Towers and Line Segment is substantially complete_________

(k)* Connecting Customer March 1, 2020

Contingent on satisfactory and timely completion of milestones (g) and (k), the earlier of 1) twenty-seven (27) months from the Effective Date, or 2) March 1, 2020,________

Construction of the Connecting Facilities (other than the Additional Towers) is substantially complete.

SCE(1)*4=

Submit initial specifications for major equipment and/or materials for the Line Segment, including system protection facilities, to SCE and the CAISO per Article 5.4.1 oftheAPSA

At least thirty (30) Calendar Days prior to solicitations for major equipment and/or material

(m) Connecting Customer

Review and submit any comments on initial specifications per Article 5.4.1 of the APSA

Within fifteen (15) Calendar Days of submissions pursuant to milestone (m)

(n) SCE

i

Submit any updated specifications for major equipment and/or materials for the Line Segment, including system protection facilities, to SCE and the CAISO per Article 5.4.2 of the APSA

At least one hundred eighty (180) Calendar Days prior to Testing Commencement

(o) Connecting Customer

DocuSign Envelope ID: F9382259-74BCM8DB-BF91-ACE8602BA4CE

Page F-10

Review and submit any comments on the updatedspecifications per Article 5.4.2 of the APSA

Within thirty (30) Calendar Days of submissions pursuant to milestone (o)

(P) SCE

Submit final specifications for major equipment and/or materials for the Line Segment, including system protection facilities, to SCE and the CAISO per Article 5.4.2 of the APSA

At least ninety (90) Calendar Days prior to Testing Commencement

Connecting Customer(q)

Review and submit any comments on the final specifications per Article 5.4.2 of the APSA

Within thirty (30) Calendar Days of submissions pursuant to milestone (q)

(r) SCE

Notify CAISO in advance of commencement of testing per Article 6.2 of the APSA

At least fourteen (14) Calendar Days prior to the Testing Commencement

Connecting Customer and SCE(s)

Transfer ownership of Additional Towers to SCE

Prior to Commercial Operation DateConnecting Customer(t)

Provide written approval to the Connecting Customer and CAISO for initial energization of the Line Segment per Article 9.3 of the APSA

Prior to Testing Commencement(u) SCE

Initial Energization and Testing of the Connecting Facilities and the Line Segment in accordance with Article 6.1 of the

Within one (1) month following completion of milestones (k) and (1)

Connecting Customer and SCE(v)**


Page F-l 1

APSA (“Testing Commencement’ ’)Provide writtenapproval to the Connecting Customer and CAISO for the operation of the Line Segment per Article 6.1 of the APSA

No later than the Commercial Operation Date

(w)** SCE

CAISO’s and Connecting , Customer’s required Commercial

(x)** SCE May 1,2020

Operation DateSubmittal of “as-built” drawings, information and documents, including protection settings, for the Line Segment per Article 4.6.2 of the APSA

Within one hundred twenty (120) Calendar Days after Commercial Operation Date, unless otherwise agreed

(y) Connecting Customer

Notes:

Connecting Customer will use Reasonable Efforts to meet the milestones designated with in Table FI (as such milestones may be adjusted) by the applicable Due Dates. If the Connecting Customer is not current in meeting the milestones designated with in Table FI (as such milestones may be adjusted), the Connecting Customer shall provide written notice to SCE with the reasons for such failure to meet the identified milestones and shall undertake Reasonable Efforts to meet the earliest dates thereafter.

1.

SCE will use Reasonable Efforts to meet the milestones designated with Table FI by the applicable Due Dates. If SCE is not current in meeting its milestones designated asCustomer with the reasons for such failure to meet the identified milestones and shall undertake Reasonable Efforts to meet the earliest dates thereafter.

;2. m

in Table FI, SCE shall provide written notice to the Connecting

The Connecting Customer understands and acknowledges that such timelines are only an estimate and that equipment and material lead times, labor availability, outage coordination, regulatory approvals, right-of-way negotiations, or other unforeseen events could delay the actual in-service dates of the Connecting Facilities beyond those specified. SCE shall not be liable for any cost or damage incurred by the

3.


Page F-12

Connecting Customer because of any delay in the work provided for in this Agreement. The Connecting Customer also understands and agrees that the completion timeline of the Connecting Facilities may be delayed if the Connecting Customer does not meet or satisfies the Connecting Customer’s milestones as outlined in this Attachment F, Table FL

4. Within five days after the Connecting Customer determines that the ConnectingCustomer’s milestones, Additional Towers, and/or the Line Segment may be delayed, the Connecting Customer shall give written notice to SCE that completion of the Line Segment or the milestones may be delayed. In such event the Parties shall negotiate in good faith to amend the milestones in Table Cl to synchronize the completion of the Line Segment, Additional Towers and the Connecting Facilities. However, if the Parties fail to reach agreement, the completion timeline of the Connecting Facilities may be delayed, and unless the Connecting Customer affirms in writing that the Connecting Customer is responsible for the costs of the Connecting Facilities pursuant to Section 4.4 of the Agreement, SCE has discretion to delay its construction, halt and cease progress towards SCE’s milestones.

i

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