carlos gutierrez - pjm interconnection · 2017. 5. 2. · carlos e. gutierrez davis wright tremaine...

21st Floor

1251 Avenue of the Americas New York, NY 10020-1104

Carlos Gutierrez

(212) 603-6402 tel

(212) 379-5230 fax

[email protected]

May 2, 2017

Via Electronic Filing

The Honorable Kimberly D. Bose

Secretary

Federal Energy Regulatory Commission

888 First Street, N.E.

Washington, DC 20426

Re: West Penn Power Company, The Potomac Edison Company, Monongahela

Power Company, Trans-Allegheny Interstate Line Company and American

Transmission Systems Inc. – Filing of Revised Service Agreement in Docket

No. ER17-1529-000

Dear Secretary Bose:

Pursuant to section 205 of the Federal Power Act (“FPA”)1 and Part 35 of the Federal

Energy Regulatory Commission’s (“Commission’s”) Rules of Practice and Procedure,2 West

Penn Power Company (“West Penn”), The Potomac Edison Company (“Potomac Edison”),

Monongahela Power Company (“Mon Power”), Trans-Allegheny Interstate Line Company

(“TrAILCo”) and American Transmission Systems Inc. (“ATSI”), each a transmission owning

member of the PJM Interconnection, L.L.C. (“PJM”) (collectively, the “Applicants”), hereby

submit for filing one revised Interconnection Agreement and one new Engineering and

Construction Services Agreement3 (the “Service Agreements”) described in more detail herein.

4

1 16 U.S.C. § 824d.

2 18 C.F.R. Part 35.

3 Consistent with Commission precedent, PJM is a signatory to the Interconnection Agreement for the limited

purpose of acknowledging that a representative officer of PJM has read the Interconnection Agreement. See Am.

Elec. Power. Serv. Corp., 110 FERC ¶ 61,276, order on reh’g 112 FERC ¶ 61,128 (2005). 4 Pursuant to Order No. 714, this filing is submitted by PJM on behalf of the Applicants as part of an XML filing

package that conforms to the Commission’s regulations. PJM has agreed to make all filings on behalf of the PJM

Transmission Owners in order to retain administrative control over the PJM Tariff. Thus, the Applicants requested

that PJM submit the Service Agreements in the eTariff system as part of PJM’s electronic Service Agreement Tariff.

May 2, 2017

I. Description of the Applicants and Background

West Penn is a Pennsylvania corporation that owns and operates electric facilities for the

transmission and distribution of electric power and energy in the Commonwealth of

Pennsylvania. Potomac Edison is a Maryland corporation that owns and operates electric

facilities for the transmission and distribution of electric power in Maryland and West Virginia.

Mon Power is an Ohio corporation that owns and operates electric facilities for the transmission

and distribution of electric power and energy in the State of West Virginia. TrAILCo is a

Maryland corporation that owns and operates facilities for the transmission of electric power and

energy in West Virginia, Pennsylvania, and Virginia. ATSI is a transmission-only public utility,

which owns, operates, and maintains transmission facilities in Ohio and western Pennsylvania.

Each of the Applicants is a transmission-owning member of PJM, and each of their respective

transmission facilities are subject to the functional control of PJM, which provides transmission

service to customers pursuant to the PJM Open Access Transmission Tariff (“PJM Tariff”).

II. Description of the Service Agreement

Service Agreement No. 2149

Service Agreement No. 2149 (“SA No. 2149”) is an amended “wires-to-wires”

transmission Interconnection Agreement by and among West Penn, Potomac Edison, Mon

Power, and TrAILCo and is dated April 7, 2017. The revised SA No. 2149 supersedes and

cancels the prior version of SA No. 2149, which was dated March 17, 2016 and was accepted for

filing in Docket No. ER16-1375-000 on May 19, 20165. SA No. 2149 contains amendments

necessary to reflect a new transmission interconnection point, as described below.

Interconnection Point In-Service Date

Damascus Substation 6//1/2017

TrAILCo’s responsibility to undertake this new interconnection arises from a PJM Regional

Transmission Expansion Plan (“RTEP”) project.6


Service Agreement No. 4559 (“SA No. 4559”) is an Engineering and Construction

Services Agreement for the Angola Substation 138kV Circuit Breaker Replacement Project by

and between ATSI and Toledo Edison Company (“TE”) and is dated April 12, 2017. Under SA

No. 4559, TE will be performing work on the ATSI Transmission System, which will require

modifications to certain TE facilities. As of the date of this filing, no Contribution in Aid of

Construction payments have been made pursuant to this agreement.

5 PJM Interconnection, L.L.C., Docket No. ER16-1375 (May 19, 2016) (delegated letter order).

6 The PJM RTEP upgrade ID for the Damascus Substation is b2261.

May 2, 2017

III. Request for Effective Date and for Waiver

As noted above, pursuant to customer requests, project facilities constructed pursuant to

SA No. 2149 are expected to enter into service on June 1, 2017; these project facilities have,

therefore, failed to meet the Commission’s prior notice requirements.7 However, the

Commission has granted waiver of the notice requirement where, as here, the project facilities

have not yet entered into service and no rates or charges have been imposed under the

agreement.8 Applicants, thus, respectfully request that the Commission grant an effective date of

June 1, 2017 for SA No. 2149 in order to coincide with the customer requested in-service date.

Applicants respectfully request that the Commission grant an effective date of July 1, 2017 for

SA No. 4559, which is approximately sixty (60) days from the date of this filing.

IV. No Refund Obligations

As described above, SA No. 2149 was not filed on a timely basis. However, because

Applicants have not made or received any payments in connection with the services provided

under this Service Agreement, any refund would cause Applicants to incur a financial loss in

connection with a service provided. Thus, Applicants hereby respectfully submit that no refunds

should be required.

V. Communications

Please direct any communications regarding this filing to the following individuals:

P. Nikhil Rao

Attorney

FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Phone: (330) 384-2422

[email protected]

Counsel for Applicants

Nicholas A. Giannasca

Carlos E. Gutierrez

Davis Wright Tremaine LLP

21st Floor

1251 Avenue of the Americas

New York, NY 10020-1104

Phone: (212) 603-6402

[email protected]

[email protected]


7 See 18 C.F.R. § 35.3.

8 See, e.g., Central Hudson Gas & Electric Corp., et al., 60 FERC ¶ 61,106 (1992), reh’g denied, 61 FERC ¶ 61,089

(1992) (holding that waiver of the 60-day prior notice requirement will generally be granted for uncontested filings

that do not change rates); PJM Interconnection, L.L.C., 142 F.E.R.C. ¶ 61067 (2013) (granting waiver of the

Commission’s 60-day prior notice requirement of 18 C.F.R. § 35.3(a)(1) by accepting PJM’s requested effective

date of December 1, 2012 for proposed tariff revisions submitted on November 30, 2012).

May 2, 2017

VI. Documents Submitted With This Filing

In accordance with the Commission’s eTariff regulations, PJM, on behalf of the

Applicants, is submitting an eTariff XML filing package containing the following materials:

this transmittal letter;

SA No. 2149 and SA No. 4559 in eTariff format;

A clean copy of SA No. 2149 and SA No. 4559 in PDF format for publishing in

eLibrary;

a PDF document containing the one-line drawings cross-referenced in Appendix I

of SA No. 2149 for publishing in eLibrary;

a marked copy of SA No. 2149 in PDF format for publishing in eLibrary; and

a PDF document with the signatures pages of the parties to SA No. 2149 and SA

No. 4559 for publishing in eLibrary.

VII. Conclusion

The Applicants hereby respectfully request that the Commission accept SA No. 2149 for

filing with an effective date of June 1, 2017 and an effective date of July 1, 2017 for Service

Agreement No. 4559.

Respectfully submitted,

/s/ Carlos E. Gutierrez

Nicholas A. Giannasca

Carlos E. Gutierrez

Davis Wright Tremaine LLP

21st Floor

1251 Avenue of the Americas

New York, NY 10020-1104

Phone: (212) 603-6402

[email protected]

[email protected]



INTERCONNECTION AGREEMENT

between

WEST PENN POWER COMPANY, THE POTOMAC EDISON COMPANY and

MONONGAHELA POWER COMPANY

and

TRANS-ALLEGHENY INTERSTATE LINE COMPANY

TABLE OF CONTENTS

Page

ARTICLE 1. INTERCONNECTED OPERATION ...................................................................19

ARTICLE 2. OPERATIONS AND MAINTENANCE ..............................................................20

ARTICLE 3. METERING AND DATA ACQUISITION SYSTEM EQUIPMENT .................21

ARTICLE 4. CONFIDENTIALITY ...........................................................................................22

ARTICLE 5. INVOICING AND PAYMENT; TAXES .............................................................22

ARTICLE 6. INDEMNITY AND INSURANCE ......................................................................23

ARTICLE 7. TERM AND TERMINATION OF AGREEMENT .............................................25

ARTICLE 8. REGULATORY AUTHORITIES ........................................................................26

ARTICLE 9. MODIFICATIONS OF FACILITIES ...................................................................26

ARTICLE 10. GENERAL ..........................................................................................................27

ARTICLE 11. ASSIGNMENT ...................................................................................................29

ARTICLE 12. SURVIVAL ........................................................................................................29

APPENDICES

Appendix I Interconnection Point, One-Line Diagram(s), Metering, and Data Submission

Appendix II Definitions


THIS INTERCONNECTION AGREEMENT (“Agreement”) is made and entered into as of the 7th

of April, 2017 (the “Execution Date”), between West Penn Power Company, The Potomac Edison

Company, and Monongahela Power Company (“Zonal TOs”), and Trans-Allegheny Interstate Line

Company (“TO Affiliate”). Zonal TOs and TO Affiliate may be referred to herein individually as a

“Party” or collectively as the “Parties”. For the avoidance of doubt, the terms “Party” and

“Parties” as used herein shall not include PJM Interconnection, L.L.C. (“PJM”) or any successor

Regional Transmission Organization. This Agreement supersedes and cancels that certain Service

Agreement No. 2149 entered into by the Parties on March 17, 2016 and accepted for filing in

Federal Energy Regulatory Commission (“FERC”) Docket No. ER16-1375-000.

W I T N E S S E T H:

WHEREAS, TO Affiliate owns transmission facilities that will be operated and maintained by the

Zonal TO and electrically connected to the Transmission System of the Zonal TO;

WHEREAS, Zonal TO and TO Affiliate desire to embody in this Agreement the terms and

conditions to govern the operation and electrical interconnection of the respective Transmission

Systems of each Party; and

WHEREAS, FERC has required the Parties to this Agreement to include PJM as a signatory to this

Agreement, pursuant to American Electric Power Service Corporation, 112 FERC ¶ 61,128 at P

10 (2005), in order to ensure that PJM is kept fully apprised of the matters addressed herein and so

that PJM may be kept aware of any reliability and planning issues that may arise.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth, the

Parties hereto agree as follows:

ARTICLE 1. INTERCONNECTED OPERATION

1.1. Interconnected Operation

The Parties’ transmission systems (each, a “Transmission System”) shall be interconnected at each

Interconnection Point specified and described in Appendix I of this Agreement. The Parties, by

amendment to this Agreement pursuant to Article 8.3, may add, discontinue or modify one or more

Interconnection Points.

1.2. Continuity of Interconnected Operation

During the term of this Agreement, each Party shall maintain in service its respective systems,

facilities and equipment necessary to maintain in a safe and reliable manner each Interconnection

Point described in Appendix I.

1.3. Compliance with Law

Each Party shall comply with Good Utility Practice and Applicable Laws and Regulations,

including the requirements of any Governmental Authority having jurisdiction over the Party, in

performing its respective obligations and responsibilities under this Agreement.

ARTICLE 2. OPERATIONS AND MAINTENANCE

2.1. Operating Responsibilities

Each Party, if applicable, shall exercise reasonable care to design, construct, maintain, and operate

its Transmission System, in accordance with Good Utility Practice and any PJM requirement, and

in such manner as to avoid the unauthorized use of the generation or transmission facilities of any

other person, including such facilities of the other Party (hereinafter referred to as “Unauthorized

Use”). Each Party may install and operate on its Transmission System such relays, disconnecting

devices, and other equipment, as it may deem appropriate for the protection of its Transmission

System or prevention of Unauthorized Use. Each Party shall maintain and operate its respective

Transmission System so as to reasonably minimize, in accordance with Good Utility Practice, the

likelihood of a disturbance originating on its Transmission System, which might cause impairment

to the service of the other Party.

2.2. Interruption of Service

The interconnection of the Parties’ Transmission Systems under this Agreement may be

interrupted, upon reasonable notice, under the following circumstances: (a) by operation of

automatic equipment installed for power system protection; (b) after consultation with the other

Party if practicable, when a Party deems it desirable for the installation, maintenance, inspection,

repairs or replacements of equipment; (c) to comply with a directive issued by PJM; or (d) at any

time that, in the sole judgment of the interrupting Party, such action is necessary to preserve the

integrity of, or to prevent or limit any instability on, or to avoid or mitigate a burden on its system,

or to avoid or mitigate the loss of life, injury, or property damage. If synchronous operation of the

Parties’ Transmission Systems through a particular facility becomes interrupted, the Parties shall

cooperate so as to remove the cause of such interruption as soon as practicable and restore said

facility to normal operating condition.

2.3. Maintenance and Facility Maintenance

Each Party shall maintain its facilities in a safe and reliable manner in accordance with : (i) the

terms of this Agreement; (ii) applicable NERC Reliability Standards; (iii) PJM Requirements; and

(iv) Good Utility Practice. Operating arrangements for the Transmission Systems shall be

coordinated by Zonal TOs operating personnel, and with PJM to the extent required by Applicable

Laws and Regulations and PJM Requirements. Except as may be necessary and appropriate in an

emergency, all operating arrangements shall be in accordance with PJM Requirements.

2.4. Cooperation Associated with NERC Reliability Standards

If a Party: (a) is subject to a data request, self-certification or an audit of applicable NERC

Reliability Standards to effect the interconnection of the Parties’ Transmission Systems at each

Interconnection Point by FERC, NERC, or PJM; or (b) is required to comply with NERC

Reliability Standards with respect to such facilities, then the Parties shall reasonably cooperate in a

timely fashion and to the extent necessary to address such matter pursuant to Article 2.4(a) and to

demonstrate such compliance pursuant to Article 2.4(b).

2.5. Access

Each Party shall grant the other Party access to areas under the granting Party’s control as

reasonably necessary to permit the other Party to perform its obligations under this Agreement,

including operation and maintenance obligations. A Party that obtains such access shall comply

with all safety rules applicable to the area to which access is obtained.

2.6. Primary Point of Contact

To ensure that each Party’s operation, maintenance and planning relating to its Transmission

System is coordinated with the other Party, and with PJM, during the term of this Agreement,

particularly in the event of system emergencies and interruptions of service undertaken in

accordance with Article 2.2, and to ensure that each Party (and PJM) has access to an authorized

individual representing the other Party and PJM, each Party and PJM hereby designates the

individual set forth in this Article 2.6 as the primary point of contact (“PPC”) for that Party. A

representative of the Zonal TOs shall be the PPC for TO Affiliate.

For Zonal TO:

Title: FirstEnergy South Shift Supervisor

Telephone: (304) 534-7920

For TO Affiliate:


Telephone: (304) 534-7920

For PJM

Title: PJM Transmission Desk

Telephone: (610) 666-8808

E-mail: [email protected]

Each Party and PJM is free to revise its PPC by providing notice to the other Party and PJM (or to

both Parties in the case of PJM) in accordance with the notice provisions of Article 10.4.

ARTICLE 3. METERING AND DATA ACQUISITION SYSTEM EQUIPMENT

3.1 Metering Equipment

The net interchange of electrical energy between the Transmission Systems at the Points of

Interconnection shall be measured by the revenue quality meters specified in Appendix I. The

metering equipment shall satisfy applicable ANSI standards and PJM’s metering standards and

requirements. Both parties shall own, operate and maintain, such recording, telemetering,

communication, and control facilities on their respective side of the Points of Interconnection

required for coordinated operation. Except for the charge referenced in Section 3.2, no specific

charge will apply to either Party for the installation, replacement, operation, maintenance or testing

of such equipment.

3.2 Maintenance, Testing, and Calibration of Metering Equipment

Procedures with respect to maintenance, testing, calibrating, and precision tolerance of all

metering equipment shall be performed in accordance with the Good Utility Practice. The expense

of testing any meter shall be borne by the Party owning such meter, except that when a meter is

tested at the request of another Party and is found to register within the established tolerance, the

Party making the request shall bear the expense of such test.

ARTICLE 4. CONFIDENTIALITY

4.1. Confidentiality

During the term of this Agreement, each Party shall hold in confidence, and shall not disclose to

any person, Confidential Information provided to it by the other Party. A party receiving

Confidential Information shall protect that information in accordance with that Party’s own

procedures regarding the protection of Confidential Information and Applicable Laws and

Regulations. Information designated as Confidential Information shall no longer be deemed

confidential if the Party that designated the information as confidential notifies the other Party that

it no longer is confidential.

ARTICLE 5. INVOICING AND PAYMENT; TAXES

5.1. Purpose of Invoicing

Any invoice that is issued pursuant to this Agreement shall be for: (a) the establishment of any

new Interconnection Point; (b) the modification of an existing Interconnection Point; or (c) other

purposes as may be set forth in this Agreement.

5.2. Timeliness of Payment

Unless otherwise agreed upon, all invoices, if any, issued pursuant to this Agreement shall be

rendered as soon as practicable in the month following the calendar month in which expenses were

incurred and shall be due and payable, unless otherwise agreed upon, within thirty (30) days of

receipt of such invoice. Payment shall be made by electronic transfer or such other means as shall

cause such payment to be available for the use of the payee.

5.3. Disputed Invoices

In the event that a Party disputes an invoice, the Party shall pay the invoice in full in accordance

with Article 5.2 of this Agreement.

5.4. Tax Reimbursement

If, as part of any compensation to be paid under this Agreement, any direct tax, including, but not

limited to sales, excise, or similar taxes (other than taxes based on or measured by net income) is

levied and/or assessed against either Party by any taxing authority on the power and/or energy

transmitted, interchanged, exchanged, exported or imported by the supplying Party to the other

Party, then except as provided for in Article 5.5 such Party shall be fully compensated

prospectively by the other Party for such direct taxes.

5.5. Contribution In-Aid of Construction

For payment amounts that are classified as contributions in-aid of construction (“CIAC”), and in

the event and to the extent such CIAC payment amounts (“CIAC Payment”) are classified as

taxable income by the receiving Party or if the receiving Party is tax exempt, receipt of such CIAC

Payment causes said Party to become taxable, such CIAC Payment shall be increased (or “grossed-

up”) to fully cover the receiving Party’s net tax consequences arising from the CIAC Payment. If

at the time of invoicing the receiving Party made a good faith determination that the CIAC

Payment would not be classified as taxable income but federal or state income taxes are

subsequently imposed upon the receiving Party by the Internal Revenue Service (“IRS”) and/or a

state department of revenue (“State”) arising from the receipt of such CIAC Payment, the Party

that originally made the CIAC Payment shall reimburse the receiving Party for the full tax effect of

such CIAC Payment computed in accordance with FERC rules and including any interest and

penalty charged to the Party by the IRS and/or State.

ARTICLE 6. INDEMNITY AND INSURANCE

6.1. Indemnity

To the extent permitted by law, each Party (the “Indemnifying Party”) shall indemnify, save

harmless, and defend the other Party(the “Indemnified Party”) from and against any losses,

liabilities, costs, expenses, suits, actions, claims, and all other obligations arising out of injuries or

death to persons or damage to property to the extent arising out of, in connection with, or resulting

from (i) the failure of the Indemnifying Party or any of its Contractors in performance of its

obligations under this Agreement, or (ii) the negligence or intentional misconduct of the

Indemnifying Party or its Contractors, except that a Party’s obligation to indemnify the

Indemnified Party shall not apply to the extent of any liabilities arising from the Indemnified

Party’s negligence or intentional misconduct.

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 this Article 6.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such

fact. Any failure of or delay in such notification shall not affect an Indemnifying Party’s

indemnification obligation unless such failure or delay is materially prejudicial to the

Indemnifying Party.

The Indemnifying Party shall, at the Indemnified Party’s option and at the Indemnifying Party’s

expense, defend the Indemnified Party against any and all suits, actions, or claims arising out of,

connected with, or resulting from (i) the failure of the Indemnifying Party or any of its Contractors

in performance of its obligations under this Agreement, or (ii) the negligence or intentional

misconduct of the indemnifying Party or its Contractors provided that the Indemnifying Party shall

not settle or make a plea with respect to any proceeding without the Indemnified Party’s prior

written consent.

A Party’s obligations to another Party under this Article 6.1 shall not be limited in any way by any

provision of any workers’ compensation, disability benefits, payroll or other employee benefits

laws; provided, however, that nothing herein shall limit or restrict any defense a Party may be

entitled to assert with respect to a Third Party Claim, including a defense based on the status of

such Party as a statutory employer. EACH PARTY HEREBY SPECIFICALLY AND

EXPRESSLY WAIVES ANY AND ALL DEFENSES IT MAY HAVE TO AN

INDEMNIFICATION OBLIGATION TO THE OTHER PARTY PURSUANT TO THIS

AGREEMENT BASED ON ANY IMMUNITY TO WHICH SUCH PARTY MAY BE

ENTITLED UNDER ANY WORKERS’ COMPENSATION, DISABILITY BENEFITS,

PAYROLL OR EMPLOYEE BENEFITS LAWS.

For the purposes of this Article 6.1 only, the term “Party” shall include the Party’s Affiliates and

the directors, officers, employees, and agents of the Party and its Affiliates.

6.2. Insurance

6.2.1. Maintaining Insurance

Each Party shall maintain insurance in such coverages and amounts as that Party deems customary

and appropriate given the expected performance under this Agreement, including the

interconnection of the Parties’ Transmission Systems and related risks and potential liabilities.

6.2.2. Additional Insureds

The insurance policies procured by a Party shall include the other Party, and its respective officers,

agents and employees as additional insureds, providing all standard coverages and covering

liability of the Party for bodily injury and/or property damage (including loss of use) arising out of

the Party’s operations, performance, or lack of performance under this Agreement.

6.2.3. Other Required Terms

The insurance policies procured by a Party (except workers’ compensation and professional

liability) shall provide the following:

a. Each policy shall contain provisions that specify that it is primary and noncontributory for

any liability arising out of the Party’s liability, and shall apply to such extent without consideration

for other policies separately carried by the other Party and shall state that each insured is provided

coverage as though a separate policy had been issued to each, except the insurer’s liability shall

not be increased beyond the amount for which the insurer would have been liable had only one

insured been covered. In addition, the following shall apply to all Parties’ insurance policies, to the

extent allowable by law.

i. If any coverage is written on a Claims First Made Basis, continuous coverage shall be

maintained or an extended discovery period will be exercised for a period of not less

than two (2) years after termination of this Agreement.

ii. The insurance (including worker’s compensation) shall include a waiver of all rights of

subrogation which a Party’s insurance carrier might exercise against the other Party.

iii. Each Party shall be responsible for its respective deductibles or retentions.

6.2.4. No Limitation of Liability

The requirements contained herein as to the types and limits of all insurance to be maintained by

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

obligations assumed by each respective Party under this Agreement.

6.2.5. Notices; Certificates of Insurance

Each Party shall provide the other Party with thirty days prior written notice of cancellation to any

of the insurance required under this Agreement provided, however, that no notice shall be required

if a canceled policy is replaced with an equivalent policy without any lapse in coverage. Each

Party shall provide the other with certificates of insurance prior to the initial operation of the

transmission facilities related to the Interconnection Point and thereafter at such time intervals as

they shall mutually agree upon, provided that such interval shall not be less than one year. A

Party’s certificates of insurance shall indicate that the certificate holder is included as an additional

insured under the Commercial General Liability, Business/Commercial Automobile Liability and

Excess and/or Umbrella Liability coverage, and that this insurance is primary. Each Party’s

certificates of insurance shall evidence that a waiver of subrogation is included in the required

insurance policies in favor of the other Party.

6.2.6. Contractor Insurance

In accord with Good Utility Practice, each Party shall require each of its Contractors to maintain

and provide evidence of insurance coverage of types, and in amounts, commensurate with the risks

associated with the services provided by the Contractor. Bonding of Contractors shall be at the

hiring Party’s discretion, but regardless of bonding, the hiring principal shall be responsible for the

performance or non-performance of any Contractor it hires.

6.2.7. Reporting Incidents

The Parties shall report to each other 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 this

Agreement.

ARTICLE 7. TERM AND TERMINATION OF AGREEMENT

7.1. Term

This Agreement shall be effective as of the Execution Date, or such later date as the last necessary

regulatory approval hereof shall be obtained (unless an earlier date is specified by the regulatory

authority having jurisdiction), and shall remain in effect until it is terminated in accordance with

Article 7.2.

7.2. Termination

This Agreement may be terminated by the following means:

7.2.1. By Mutual Consent

This Agreement may be terminated as of the date on which the Parties mutually agree to terminate

this Agreement.

7.2.2. By Either Party

Either Party may terminate this Agreement by providing to the other Party and to Transmission

Provider thirty-six (36) months’ advance written notice of its intent to terminate this Agreement, in

which case this Agreement shall terminate at the end of such thirty-six (36) month notice period.

ARTICLE 8. REGULATORY AUTHORITIES

8.1. Regulatory Authorities

This Agreement is made subject to the jurisdiction of FERC and any Governmental Authority

having jurisdiction over the rates, terms conditions or services provided under this Agreement.

8.2. Adverse Regulatory Change

The Parties agree to jointly submit and support the filing of this Agreement with the FERC, if such

filing is required by the Federal Power Act. Any changes or conditions imposed by the FERC in

connection with such submission or otherwise in respect of this Agreement, any of which are

unacceptable to a Party after the Parties’ good faith attempt to negotiate a resolution to such

objectionable change or condition, shall be cause for termination of this Agreement upon thirty

(30) days’ prior written notice by the non-consenting Party to the other Party.

8.3. Amendments to this Agreement

8.3.1. Amendments

In the event that the Parties agree to amend this Agreement, the Parties shall, if required by

Applicable Laws and Regulations, file any such amendment or modification with the FERC.

8.3.2. Section 205 and 206 Rights

Nothing contained in this Agreement shall preclude either Party from exercising its rights under

Section 205 and 206 of the Federal Power Act to file for a change in any rate, term, condition or

service provided under this Agreement.

ARTICLE 9. MODIFICATIONS OF FACILITIES

9.1. Generally.

Each Party may make such Modifications to its facilities at or near the Interconnection Points as it

deems necessary in its sole judgment based on the PJM Tariff, Good Utility Practice, subject to the

requirements of Article 9.2, below. Modifications shall be subject to any applicable approval

process set forth in the PJM Tariff. All Modifications mandated by the PMJ Tariff shall be

performed by Zonal TO.

9.2. Notice.

In the event a Party plans to undertake Modifications to its facilities at or near the Interconnection

Points that reasonably may be expected to impact the other Party’s Transmission System, the

initiating Party shall provide the other Party with at least ninety (90) days’ advance notice of the

desired Modifications. The nature of, and the schedule of work for, performing such

Modifications shall be subject to review and acceptance by the other Party, which review and

acceptance shall not be untimely nor unreasonably withheld or delayed, to ensure that such

Modifications will (i) not adversely affect a party’s Transmission System, or other facilities, and

(ii) are consistent with Good Utility Practice. Subject to all applicable requirements imposed by

Applicable Law and Regulations, PJM Requirements, and NERC, the suitability and the

responsibility for the safe and adequate design, construction, operation and maintenance of the

initiating Party’s modifications shall be and remain the sole obligation of the initiating party.

9.3. Information

Subject to Applicable Laws and Regulations and any applicable requirements pertaining to

Confidential Information, each Party agrees that it will furnish to the other party such information

concerning its system as may be reasonably requested by the other Party as reasonably necessary

to construct, operate, maintain, and implement Modifications to the other Party’s facilities.

ARTICLE 10. GENERAL

10.1. Force Majeure

A Party unable to fulfill any obligation by reason of Force Majeure shall use diligence to remove

such disability with appropriate dispatch. A Party unable to fulfill any obligation by reason of

Force Majeure shall: (a) provide prompt written notice of such Force Majeure event to the other

Party which notice shall include an estimate of the expected duration of such event; and (b)

attempt to exercise all reasonable efforts to continue to perform its obligations under this

Agreement. As soon as the non-performing Party is able to resume performance of its obligations,

such Party shall resume performance and give prompt notice thereof to the other Party.

10.2. Waivers

No failure or delay on the part of either Party in exercising any of its rights under this Agreement,

no partial exercise by either Party of any of its rights under this Agreement, and no course of

dealing between the Parties shall constitute a waiver of the rights of either Party under this

Agreement. Any waiver shall be effective only by a written instrument signed by the Party

granting such waiver, and such shall not operate as a waiver of, or continuing waiver with respect

to any subsequent failure to comply therewith.

10.3. Liability

a. Nothing in this Agreement shall be construed to create or give rise to any liability

on the part of PJM, and the Parties expressly waive any claims that may arise

against PJM under this Agreement.

b. The Parties acknowledge and understand that the signature of the authorized officer

of PJM on this Agreement is for the limited purpose of acknowledging that a

representative of PJM has read the terms of this Agreement. The Parties and PJM

further state that they understand that FERC desires that the Parties keep PJM fully

apprised of the matters addressed herein as well as any reliability and planning

issues that may arise under this Agreement, and that the signature of the PJM

officer shall not in any way be deemed to imply that PJM is taking responsibility

for the actions of any Party, that PJM has any affirmative duties under this

Agreement or that PJM is liable in any way under this Agreement.

10.4. Written Notices

Any notice this is required or permitted under this Agreement may be given by personal delivery,

by e-mail (with confirmation of receipt), by any courier service which guarantees overnight,

receipted delivery, or by U.S. certified or registered mail, return receipt requested, addressed to

PJM or the Party entitled thereto, at:

If to Zonal TOs: Manager, FERC & Wholesale Connection Support

FirstEnergy Service Company

76 S. Main St.

Akron, OH 44308

and

Attorney for FERC & Wholesale Connection Support


76 S. Main St.

Akron, OH 44308

If to TO Affiliate: Manager, FERC & Wholesale Connection Support


76 S. Main St.

Akron, OH 44308

and



76 S. Main St.

Akron, OH 44308

If to PJM: Vice President-Government Policy

PJM Interconnection, L.L.C.

1200 G Street, N.W., Suite 600

Washington D.C. 20005

and

General Counsel


2750 Monroe Blvd.

Audubon, PA 19403

The above listed titles and addresses for a Party or PJM may be changed by written notice to all

the other Parties and PJM. Such change shall not necessitate a filing under Section 205 of the

Federal Power Act. Any such notice or communication will be deemed to have been given as of

the date received.

10.5. Governing Law

The validity and meaning of this Agreement shall be governed by and construed in accordance

with federal law where applicable and, when not in conflict with or preempted by federal law, the

applicable law of the law where the Interconnection Point is located, without application of its

conflicts of law provisions.

10.6. Defined Terms and Execution

All capitalized terms used in this Agreement shall have the meanings as specified in the body of

this Agreement or Appendix IV, or as defined in the PJM Tariff. In the event of any conflict

between defined terms set forth in the PJM Tariff or defined terms in this Agreement, such conflict

shall be resolved in favor of the terms set forth in this Agreement. Any provisions of the PJM

Tariff relating to this Agreement that uses any such defined term shall be construed using the

definition given to such defined term in this Agreement.

10.7. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an

original.

ARTICLE 11. ASSIGNMENT

11.1. Assignment

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

Parties. Successors and assigns of PJM shall become signatories to this Agreement for the limited

purpose described in Article 10.3 of this Agreement. This Agreement shall not be assigned by any

Party without the written consent of the other Party, which consent may be withheld, conditioned,

or delayed. A Party may withhold, condition or delay its consent to the other Party’s proposed

assignment of this Agreement if the proposed assignee is not an Affiliate of the Parties.

Notwithstanding the foregoing, a Party may assign this Agreement to an Affiliate of the assigning

Party for the purposes of a corporate restructuring, provided that the assigning Party provides

reasonable prior written notice to the other Party and the assignee assumes in writing all rights,

duties, and obligations arising under this Agreement. An assignment of this Agreement shall be

filed with FERC for acceptance pursuant to Section 205 of the Federal Power Act.

ARTICLE 12. SURVIVAL

12.1. Survival

The termination of this Agreement shall not discharge either Party from any obligation it owes to

the other Party under this Agreement by reason of any transaction, loss, cost, damage, expense or

liability that shall occur (or the circumstances, events or basis of which shall occur or arise) prior

to such termination. It is the intent of the Parties hereby that any such obligation owed (whether

the same shall be known or unknown at the termination of this Agreement) shall survive the

termination of this Agreement, and that either Party may enforce its rights against the other Party

with respect to such obligations in an action at law or in equity to the fullest extent permitted by

law.

This Agreement shall continue in effect after termination to the extent necessary for final billings

and payments, and to permit the determination and enforcement of liability and indemnification

obligations arising from acts or events that occurred while this Agreement was in effect; and to

permit each Party to have access to the real property, including but not limited to leased property

and easements of the other Party to disconnect, remove or salvage its own facilities and equipment.

IN WITNESS WHEREOF, this Agreement has been executed by each Party’s respective representative lawfully

authorized so to do, as of the Execution Date.


WEST PENN POWER COMPANY

By:

(Signature)

Name:

Richard A. Ziegler

(Print)

Title:

Director, FERC & RTO Technical Support

THE POTOMAC EDISON COMPANY

By: __________________________________________

(Signature)

Name: ___________Richard A Ziegler_________________

Title: _____Director, FERC & RTO Technical Support________


By: __________________________________________

(Signature)

Name: ___________Richard A Ziegler___________________

Title: _____Director, FERC & RTO Technical Support________


By:

(Signature)

Name:

Jeffrey J Mackauer

(Print)

Title:

Director, Transmission Planning & Protection

The signature below of the authorized officer of PJM Interconnection, L.L.C. is for the limited

purpose of acknowledging that a representative of PJM has read this Agreement as of 24th

day of

April, 2017.


PJM INTERCONNECTION, L.L.C.

By:

/s/ Steven R. Herling

(Signature)

Name:

Steven R. Herling

(Print)

Title:

Vice President, Planning

APPENDIX I

Interconnection Point, One-Line Diagram(s), Metering, and Data Submission

1. The respective Transmission Systems of the Parties shall be interconnected at the

Interconnection Point(s) described below:

1.1 a) Interconnection Point: The point hereby designated and hereinafter called

“Bedington Interconnection Point #1”.

b) Interconnection Point Description: The point of interconnection is located at

terminal of disconnect switch M4 on the TR side where the conductor to the No 4

TR connect (See Figure 1).

c) Revenue Metering Description: N/A

d) Revenue Meter Loss Compensation: N/A

e) Revenue Meter Data Submission: N/A

f) Operational Metering: Pursuant to PJM requirements, relay class metering and

equipment for new installations is required. Refer to the PJM Manual and FE

Requirements for Transmission Connected Facilities. Operational metering data

will come from metering sources provided by the Party owning the operational

metering and will be provided through a RTO ICCP link to the non-owning Party.

The owner of the operational metering is responsible for owning, operating, and

maintaining the equipment at its own cost.

g) Part of FE East or FE South EHV Loss calculation(Y/N)? N/A



b) Interconnection Point Description: The point of interconnection is located

where drops from strain bus connect to bus work between BKRs BD10 & BD11

(See Figure 1).

c) Revenue Metering Description: Revenue metering is located on the 138 kV

side of the transformer. The revenue meter and current transformers are owned by

TrAILCo. The potential devices are owned by Potomac Edison.

d) Revenue Meter Loss Compensation: n/a

e) Revenue Meter Data Submission: AETSAP







maintaining the equipment at its own cost

g) Part of FE East or FE South EHV Loss calculation (Y/N)? Y




terminal of Disc Switch BD13A on the breaker side where the cables to breaker

BD13 connect (See Figure 1).















where the drops from the 138kV line connect to the existing 138kV line conductor

(See Figure 1).















138kV bus B where the bus work from breaker BD14 connects (See Figure 1).













“Black Oak Interconnection Point”.


where SVC circuit connects to 500kV Bus work from Bus A (See Figure 2).













“Meadow Brook Interconnection Point #1”.


where No 1 TR 500kV bus work connects to No 3 TR bus work (See Figure 3A).















where line from No 1 TR strain bus drops connects to bus work between breakers 7

& 8 (See Figure 3A).


side of the transformer. The revenue meter and potential devices are owned by

Potomac Edison. The current transformers are owned by TrAILCo.


e) Revenue Meter Data Submission: AETSAP (internal)








g) Part of FE East or FE South EHV Loss calculation(Y/N)? Y




switch terminal on breaker side where cables connect from breaker MD1 (See

Figure 3A).
















Figure 3A).
















Figure 3A).
















Figure 3A).















where 500kV bus A continues to accommodate circuits from breakers 7, 9, 11, and

15 (See Figure 3B)

c) Revenue Metering Description: Revenue metering is on the following 500 kV

circuit breakers associated with tie line exits: MDL7 & MDL8 (Mt. Storm), MDL9

& MDL10 (Front Royal/ Morrisville). No revenue metering on capacitor breaker

MDL11. The revenue metering equipment is owned by TrAILCo.














where 500kV Bus B continues to accommodate circuits for Breakers 8, 10, and 18

(See Figure 3B)


















where line to Front Royal terminates at subrack (See Figure 3B)

c) Revenue Metering Description: Revenue metering is on the 500 kV circuit

breakers MDL9, MDL10, and the line exit to Front Royal/Morrisville. The revenue

metering equipment is owned by TrAILCo.














where the line to Loudoun terminates at subrack (See Figure 3B).


breakers MDL2, MDL3, and the line exit to Loudoun. The revenue metering

equipment is owned by Potomac Edison.












“North Shenandoah Interconnection Point #1”.

b) Interconnection Point Description: The points of interconnection is located

where No 3 TR 138kV circuit terminates at TR side of switch 3TR 138 (See Figure

4).















where No 3 TR 115kV circuit terminates at TR side of switch 3TR115 (See Figure

4).


side of the transformer. The revenue metering equipment is owned by Potomac

Edison.










g) Part of FE East or FE South EHV Loss calculation(Y/N)? N


“Doubs Interconnection Point #1”.


where cap bank No 4 circuit connects to 500kV bus A (See Figure 5).















where cap bank No 2 connects breaker DL59 bus work (See Figure 5).

















where 500kV bus work is extended for disconnect switch M3 (See Figure 5).















where 230kV tap from No 3 transformer is connected to existing strain bus (See

Figure 5).

















where the cable drops to breaker DJ12 connect to the existing bus work (See Figure

5).
















5).


















5).


















5).

















terminal on bus side of disconnect switch M4 (See Figure 5).

















where the cable drop on bus side of breaker DJ11 connects to the existing bus work

(See Figure 5).


















5).


















5).


















Figure 5).

















terminal on transformer side of disconnect switch M2 (See Figure 5).















“Wylie Ridge Interconnection Point #1”.


where No 7 transformer 345kV bus work extends to accommodate addition of No 8

transformer (See Figure 6).















where No 8 transformer 500kV circuit connects to bus work for No 7 transformer

(See Figure 6).


side of the transformer. The revenue meter and the potential devices are owned by

Mon Power. The current transformers are owned by TrAILCo.














where No 5 transformer 345 kV bus work extends to accommodate addition of No 6












g) Part of FE East or FE South EHV Loss calculation(Y/N)? n/a





(See Figure 6).















“Cabot Interconnection Point #1”.


where breaker B19 bus work connects to No 1 138kV bus (See Figure 7).















where breaker B19 bus work connects to No 3 transformer 138kV strain bus (See

Figure 7).



TrAILCo. The potential devices are owned by West Penn.














where No 3 transformer 500kV bus work connects to No 3 transformer 138kV

strain bus (See Figure 7).

















where No 3 transformer circuit connects to No 1 500kV bus work (See Figure 7).















“Osage Interconnection Point #1”.


North 138kV bus where 502 JCT No 2 circuit connects (See Figure 8)

c) Revenue Metering Description: Revenue metering is on the 138 kV line exit to

Osage. The revenue metering equipment is owned by TrAILCo.














extension of South 138kV bus strain bus where expansion accommodates 502 JCT

No 1 circuit (See Figure 8)














“Whiteley Interconnection Point #1”.


bus support where existing 138kV No 1 bus work is extended to accommodate the

502 JCT No 2 circuit (See Figure 9)















where 138kV No2 bus is extended to accommodate the addition of 502 JCT No 1

circuit (See Figure 9)















breaker disconnect switch terminal on the Pursley 138kV line side (See Figure 9)















breaker disconnect switch terminal on the No 1 138kV main bus side (See Figure 9)















breaker disconnect switch terminal on the Fairview 138kV line side (See Figure 9)



























1.49 a) Interconnection Point: The point hereby designated and hereinafter called “502

Jct. Interconnection Point #1”.


where Kammer 500kV line terminates at subrack (See Figure 10).















where Harrison 500kV line terminates at subrack (See Figure 10).















where North Longview 500kV line terminates at subrack (See Figure 10).













“Potter Interconnection Point”.


where 115kV bus work is extended to accommodate the addition of No1 & No 2

cap banks (See Figure 11.)













“Luxor Interconnection Point”.


where capacitor bank circuit connects to 138kV Bus 1 (See Figure 12.)













"Shuman Hill Interconnection Point".


MP structure 80C-1, where tap for capacitor bank circuit connects to 138kV line

(See Figure 13.)













“West Union”.


where capacitor bank connects to East 138kV bus (See Figure 14.)













“Armstrong Interconnection Point #1”.


where the No 2 TR circuit connects to No 2 138kV bus work (See Figure 15.)




f) Operational Metering: Per PJM requirements this may require revenue class

metering and equipment for new installations. Refer to PJM Manual and FE

Planning and Protection Standards. Operational metering data will come from

metering sources provided by the owning party and will be provided through a RTO

ICCP link to the non-owning party. The owner of the operational metering is

responsible for owning, operating, and maintaining the equipment at its own cost.



“Carbon Center Interconnection Point #1”.


where No 1 transformer breaker 10 connects to the 230kV strain bus (See Figure

16).















where No 1 transformer 230kV bus work connects to bus work and taps for breaker

10 (See Figure 16).













“Grand Point Interconnection Point #1”.


where No 2 cap bank circuit connects to No 2 138kV bus (See Figure 17.)















where reactor connects to No 1 cap bank (See Figure 17.)















where reactor connects to No 1 cap bank ground (See Figure 17.)













“Guilford Interconnection Point #1”.


where No 3 cap bank circuit connects to 138kV bus 3 (See Figure 18.)















where No 1 cap bank reactor connects to cap bank circuit switcher (See Figure 18.)















where No 1 cap bank reactor connects to cap bank ground (See Figure 18.)













“Waldo Run Interconnection Point #1”.

b) Interconnection Point Description The point of interconnection is located

where drop from the Sherwood No 1 138kV line connects to bus between breakers

B2 & B3 (See Figure 19).

c) Revenue Metering Description: 138 kV revenue metering at Waldo Run on

the No. 1 line exit to the MarkWest Sherwood retail customer facility. The revenue

metering equipment is owned by Mon Power.














terminal of switch D17 on the 138kV South bus side (See Figure 19).

















terminal of switch D25 on the 138kV North bus side (See Figure 19).































where drop from the Lamberton 138kV line connects to bus between breakers B4 &

B5 (See Figure 19).















where drop from the Glen Falls 138kV line connects to bus between breakers B1 &

B2 (See Figure 19).













“Moshannon Interconnection Point #1”.


where Milesburg 230 kV line connects to 230kV ring bus (See Figure 20).















where Elko 230kV line connects to 230kV Ring Bus (See Figure 20).













“Bartonville Interconnection Point #1”.


where cap bank connects to 138kV bus B (See Figure 21).













“Squab Hollow Interconnection Point #1”.


where the WPP Elko 230kV line terminates at TrAILCo owned substation (See

Figure 22).















were the WPP Brookville 138kV line terminates at TrAILCo owned substation (See

Figure 22).
















Figure 22).













“Rider Interconnection Point #1”.


where Oak Mount 138kV line terminates at subrack (See Figure 23).















where Glen Falls 138kV line connects at MP structure 67 (See Figure 23).















where Buckhannon 138kV line connects at MP structure 67 (See Figure 23).















where West Milford 138kV line terminates at subrack (See Figure 23).















where Weston 138kV line terminates at subrack (See Figure 23).













“Richwood Hill Interconnection Point #1”.


where Belmont 138kV line terminates at subrack (See Figure 24).















where Mobley 138kV line terminates at subrack (See Figure 24).

c) Revenue Metering Description: n/a


e) Revenue Meter Data Submission: n/a












where Fairview 138kV line terminates at subrack (See Figure 24).













“Monocacy Interconnection Point”.


where SVC circuit connects to 230kV bus (See Figure 25).













“Shingletown Interconnection Point”.


where cap bank connects to 230 kV Milesburg transmission line (See Figure 26).













“Nyswaner Interconnection Point”.


where 138kV bus is extended to install cap bank (See Figure 27).












1.88 a) Interconnection Point: The point hereby designated and hereinafter called “Oak

Mound Interconnection Point #1”.


where Glen Falls 138kV line terminates at subrack (See Figure 28).















where strain bus connects to lattice structure (See Figure 28).















where Waldo Run No 2 138kV line terminates at subrack (See Figure 28).















where Rider 138kV line drops from transmission structure 15397 terminating on

138kV Rider circuit bus work (See Figure 28).













“Joffre Interconnection Point #1”.


subrack where transmission line terminates (See Figure 29).















subtract where transmission line terminates (See Figure 29).











































“Damascus Interconnection Point #1”.







equipment for new installation is required. Refer to the PJM Manual and FE







APPENDIX I

Figure 1

Bedington Substation

** Does not represent exact meter location or meter count. This is meant to be an abstract view of the meter

location(s).

APPENDIX I

Figure 2

Black Oak Substation


location(s).

APPENDIX I

Figure 3A

Meadow Brook Substation


location(s).

APPENDIX I

Figure 3B



location(s).

APPENDIX I

Figure 4

North Shenandoah Substation


location(s).

APPENDIX I

Figure 5

Doubs Substation


location(s).

APPENDIX I

Figure 6

Wylie Ridge Substation


location(s).

APPENDIX I

Figure 7

Cabot Substation


location(s).

APPENDIX I

Figure 8

Osage Substation


location(s).

APPENDIX I

Figure 9

Whiteley Substation


location(s).

APPENDIX I

Figure 10

502 Jct. Substation


location(s).

APPENDIX I

Figure 11

Potter Substation

* Does not represent exact meter location or meter count. This is meant to be an abstract view of the meter

location(s).

APPENDIX I

Figure 12

Luxor Substation


location(s).

APPENDIX I

Figure 13

Shuman Hill Substation


location(s).

APPENDIX I

Figure 14

West Union Substation


location(s).

APPENDIX I

Figure 15

Armstrong Substation


location(s).

APPENDIX I

Figure 16

Carbon Center Substation


location(s).

APPENDIX I

Figure 17

Grand Point Substation


location(s).

APPENDIX I

Figure 18

Guilford Substation


location(s).

APPENDIX I

Figure 19

Waldo Run Substation


location(s).

APPENDIX I

Figure 20

Moshannon Substation


location(s).

APPENDIX I

Figure 21

Bartonville Substation


location(s).

APPENDIX I

Figure 22

Squab Hollow Substation


location(s).

APPENDIX I

Figure 23

Rider Substation


location(s).

APPENDIX I

Figure 24

Richwood Hill Substation


location(s).

APPENDIX I

Figure 25

Monocacy Substation


location(s).

APPENDIX I

Figure 26

Shingletown Substation


location(s).

APPENDIX I

Figure 27

Nyswaner Substation


location(s).

APPENDIX I

Figure 28

Oak Mound Substation


location(s).

APPENDIX I

Figure 29

Joffre Substation


location(s).

APPENDIX I

Figure 30

Damascus Substation


location(s).

APPENDIX II

Definitions

“Affiliate”- shall mean with respect to a corporation, limited liability company, partnership or

other entity, each such other corporation, limited liability company, partnership or other entity

that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with, such corporation, limited liability company partnership or other

entity.

“Applicable Laws and Regulations”– shall mean all duly promulgated applicable federal, state

and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or

administrative orders, permits and other duly authorized actions of any Governmental Authority

having jurisdiction over the relevant Parties, their respective facilities, and/or the respective

services they provide.

“Contractor” – shall mean one or more persons or entities designated by either Party or its

Affiliates to provide or perform all or a portion of the supply of any work, services, labor,

supervision, equipment, data, materials or any other item related to the Interconnection Points

identified in this Agreement.

“Confidential Information” – shall mean information clearly designated or marked in writing as

confidential on the face of the document, or, if the information is conveyed orally or by

inspection, if the Party providing the information orally informs the Party receiving the

information that the information is confidential. If requested by any Party, the disclosing Party

shall provide in writing the basis for asserting that the information referred to warrants

confidential treatment. “Confidential Information” does not include any information which the

receiving Party can demonstrate (a) has become available to the public through no breach of this

Agreement; (b) was previously known by the receiving Party without any obligation to hold it in

confidence; (c) was received on a non-confidential basis from a third party free to disclose such

information without restriction; or (d) was independently developed by the receiving Party

without the use of Confidential Information of the disclosing Party.

“Due Diligence” – shall mean the exercise of commercially reasonable efforts consistent with

Good Utility Practice.

“Force Majeure” - shall mean any cause beyond the control of the affected Party, including but

not restricted to, acts of God, flood, drought, earthquake, storm, fire, lightning, epidemic, war,

riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, acts of

a public enemy or terrorist, explosions, orders, regulations or restrictions imposed by

governmental, military, or lawfully established civilian authorities, which, in any of the

foregoing cases, by exercise of Due Diligence such Party could not reasonably have been

expected to avoid, and which, by the exercise of due diligence, it has been unable to overcome.

Force Majeure does not include: (i) a failure of performance that is due to an affected Party’s

own negligence or intentional wrongdoing; (ii) any removable or remediable causes (other than

settlement of a strike or labor dispute) which an affected Party fails to remove or remedy within

a reasonable time; or (iii) economic hardship of an affected Party.

“Good Utility Practice”– shall mean 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 limited to the optimum practice,

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

acts generally accepted in the region; including those practices required by Section 215(a)(4) of

the Federal Power Act.

“Governmental Authority” – shall mean any federal, state, local or other governmental,

regulatory or administrative agency, court, commission, department, board, or other

governmental subdivision, legislature, rulemaking board, tribunal, arbitrating body, or other

governmental authority, having responsibility over the Parties, their respective facilities, or the

respective services they provide, and exercising or entitled to exercise any administrative,

executive, police, or taxing authority or power; provided, however, that such term does not

include either Party, nor any Affiliate thereof.

“Interconnection Point” – shall mean each point of electrical connection between the

Transmission System of one Party and the Transmission System of the other Party as set forth in

this Agreement.

“Metering Point” – shall mean each point at which the electrical energy flowing between the

Parties at an Interconnection Point is measured.

“Modification” – Any material new construction, additions, design changes or modifications

made to, or the abandonment, retirement, relocation or rearrangement of facilities.

“NERC” – shall mean the North American Electric Reliability Corporation or any successor or

other entity assuming or charged with similar responsibilities related to the operation and

reliability of the North American electric interconnected transmission grid and the electric

transmission facilities addressed in this Agreement, including with respect to each Party’s own

transmission facilities, any regional entity or other subordinate council of which the Parties are a

member.

“NERC Reliability Standards” – shall mean mandatory and enforceable requirements,

administered by NERC, approved by the FERC under Section 215 of the Federal Power Act, to

provide for reliable operation of the bulk-power system.

“Non-owning Party” – shall mean the Party that does not own certain facilities as delineated in

Appendix I to this Agreement.

“Owning Party” – shall mean the Party that owns certain facilities as delineated in Appendix I to

this Agreement.

“PJM Requirement” – shall mean any rule, charge, procedure, or other requirements of PJM,

including the PJM Tariff, applicable to FERC-jurisdictional service provided over the

Transmission System of either Party.

“PJM Tariff” – shall mean PJM’s Open Access Transmission Tariff as on file with FERC and in

effect.

“Reasonable Efforts” – shall mean, 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.

“Representatives” – means a Party’s Affiliates, and the Party’s and its Affiliates’ equity owners,

governing persons, officers, employees, advisors, attorneys, and prospective or actual lenders or

investors.

“Third Party Claim” – shall mean a claim, demand, cause of action or proceeding made or

brought by a Person that is not a Party or an Affiliate of a Party.


Engineering and Construction Services Agreement

between

American Transmission Systems Inc.

and

The Toledo Edison Company

for the

Angola Substation 138 kV Circuit Breaker Replacement

This Engineering and Construction Services Agreement (the “Agreement”) regarding

Engineering and Construction Services (the “E & C Services”), dated as of April 12, 2017 is

entered into by and between American Transmission Systems Inc. (“ATSI”), and The

Toledo Edison Company(“TE”) (ATSI and TE, each a “Party” and collectively the

“Parties”).

WHEREAS, PJM Interconnection, L.L.C. (“PJM”) has functional control of ATSI’s

transmission system (the “Transmission System”);

WHEREAS, ATSI is engaged in the transmission of electric energy, and TE is

engaged in the distribution of electric energy;

WHEREAS, TE is electrically interconnected to ATSI at a number of transmission

system interconnection points, pursuant to that certain Interconnection Agreement entered

into by the Parties on January 5, 2016 and accepted for filing by the Federal Energy

Regulatory Commission (“FERC”) in Docket No. ER16-906-000 (“Interconnection

Agreement”);

WHEREAS, ATSI is engaged in the “Energizing the Future” transmission initiative,

whereby ATSI will be performing work on the ATSI Transmission System, which will

require modifications to certain TE facilities (the “Project”); and

WHEREAS, the Parties wish to definitively agree on the respective rights and

obligations of each Party relating to E & C Services related to the Project (defined below) by

entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein,

and for other good and valuable consideration, the sufficiency of which is hereby

acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Definitions. The following definitions shall apply:

a. “Affiliate” means with respect to a corporation, partnership or other entity, each

other corporation, partnership, or other entity that directly or indirectly, through

one or more intermediaries, controls, is controlled by, or is under common

control with, such corporation, partnership or other entity.

b. “Contractor(s)” means the person(s) or entity(s) designated by a Party to provide

or perform all or a portion of the E & C Services, including the supply of any

work, services, labor, supervision, equipment, data, materials or any other item.

c. “E & C Services” means the work, services, goods, materials, equipment, labor,

supervision, oversight, actions, and items performed or provided by each Party in

connection with the construction and engineering required to complete the

Project as described in this Agreement.

d. “Equipment and Materials” means all materials and components necessary to

construct ATSI and TE interconnection facilities necessary to complete the

Project.

e. “Force Majeure” means any occurrence beyond the reasonable control of a Party

which affects or prevents performance of this Agreement, including, but not

limited to, fire; flood; drought; earthquake; storm; lightning; explosion; strikes;

labor disputes; labor or material shortage; war; terrorism; epidemic; sabotage;

acts of public enemy; riot; civil disturbance or disobedience; damage to or failure

of major equipment, plants, piping, or appurtenances; unavailability of

transportation facilities; emergency or safety related circumstances; acts of God;

acts or failure to act by governmental authority; regulatory requirements,

regulations, or orders; failure to obtain permits or property rights; acts or

omissions of third parties; court orders or other events whether or not the same or

similar to the occurrences listed herein. Force Majeure does not include: (i) a

failure of performance that is due to an affected Party’s own negligence or

intentional wrongdoing; (ii) any removable or remediable causes (other than

settlement of a strike or labor dispute) which an affected Party fails to remove or

remedy within a reasonable time; or (iii) economic hardship of an affected Party.

f. “Good Utility Practice” means, unless otherwise expressly provided for in this

Agreement, those practices, methods and acts with respect to the design,

construction, installation, operation, maintenance, repair, replacement,

reinforcement, rearrangement, purchase, selection, examination, review,

inspection or acceptance of any facility or equipment 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 limited to the optimum practice,

method, or act to the exclusion of all others, but rather to be acceptable practices,

methods, or acts generally accepted in the region.

g. “Hazardous Substances” means any chemicals, materials or substances defined

as or included in the definition of “hazardous substances,” “hazardous wastes,”

“hazardous materials,” “hazardous constituents,” “restricted hazardous

materials,” “extremely hazardous substances,” “toxic substances,” “radioactive

substances,” “contaminants,” “pollutants,” “toxic pollutants” or words of similar

meaning and regulatory effect under any applicable environmental Law, or any

other chemical, material or substance, exposure to which is prohibited, limited or

regulated by applicable Law.

h. “Law” means all applicable federal, state, county and municipal laws, statutes,

ordinances, resolutions, rules and regulations as well as the requirements of all

commissions, boards, bodies and agencies having jurisdiction over ATSI, TE, or

the E & C Services or over any persons or entities performing or providing any

portion of the E & C Services.

i. “TE” means The Toledo Edison Company.

j. “TE Project Facilities” means the TE owned facilities that are to be constructed,

modified and/or relocated in connection with the completion of the Project as

described in this Agreement and in Schedule 2.

k. “ATSI” means American Transmission Systems Inc.

l. “ATSI Project Facilities” means the ATSI owned facilities that are to be

constructed, modified and/or relocated in connection with the completion of the

Project as described in this Agreement and in Schedule 1.

m. “Project Facilities” means either the “ATSI Project Facilities” or the “TE Project

Facilities,” or both, as the context warrants.

n. “Schedule of Work” means the schedule for performing the E & C Services as

set forth in Schedule 3.

o. “Written Notice” means a writing delivered via personal delivery or upon receipt

by fax, e-mail (with confirmation of receipt) registered or certified U.S. mail or

courier service to the individuals specified in Article 13 of this Agreement.

2. Roles and Responsibilities. This Agreement addresses how costs, reimbursement

and other responsibilities and obligations are allocated between the Parties.

3. Scope of E & C Services. The E & C Services to be performed by ATSI and its

Contractor(s) are described in the attached Schedule 1, “Scope of Work”. All E & C

Services to be performed by ATSI shall meet the requirements of each of the

National Electrical Safety Code (“NESC”), Good Utility Practice, pertinent PJM

design criteria, ATSI and/or Contractor standards and specifications, and Law.

The E & C Services to be performed by TE and its Contractor(s) are described in the

attached Schedule 2, “Scope of Work”. All E & C Services to be performed by TE

shall meet the requirements of each of the NESC, Good Utility Practice, pertinent

PJM design criteria, and Law.

4. Location of E & C Services. To the extent necessary for the performance of the E &

C Services, each Party shall arrange to have the appropriate easement or other

necessary access right granted to the other Parties. Each Party will obtain any and all

new rights-of-way, or other necessary access right, deemed necessary by such Party

for the relocation/modification of its Project Facilities.

5. Schedule of E & C Services. Each Party shall use reasonable commercial efforts in

order to perform its respective E & C Services in accordance with Schedule 3,

“Schedule of Work.” The “Preliminary Outage Schedule” is attached hereto as

Schedule 4. The Schedule of Work and Preliminary Outage Schedule shall be

revised as required by mutual agreement of the Parties, which agreement shall not be

unreasonably withheld, conditioned or delayed.

6. Changes to the Scope of E & C Services. Any material change, modification,

increase or reduction to the Scope of Work contained in Schedule 1 or Schedule 2,

the ATSI Project Facilities, or the TE Project Facilities, shall be subject to the prior

mutual agreement of the Parties and no such material change, modification, increase

or reduction shall be effective unless Schedule 6, “Scope of Work Amendment or

Modification Form,” is entered into by the Parties and executed by their duly

authorized representatives.

7. Safety.

a. General. Each Party agrees that all work performed on Project Facilities by a

Party that may reasonably be expected to affect the other Party shall be

performed in accordance with Good Utility Practice and all Law pertaining to

the safety of persons or property. A Party performing E & C Services within

the boundaries of the other Party’s facilities must abide by the safety rules

applicable to the site. Notwithstanding the foregoing, when E & C Services

are being performed in an area controlled by the other Party, the Party

performing the E & C Services will abide by the safety, security and work

rules applicable to that area.

b. Environmental Releases. Each Party shall notify the other Parties, first orally

and then in writing, of the release of Hazardous Substances, such as any

asbestos, Polychlorinated Biphenyls (PCBs), mercury or lead abatement

activities, or any type of remediation activities, each of which may

reasonably be expected to affect the other Party, as soon as possible but not

later than twenty four (24) hours (unless a shorter period is required by Law)

after the Party becomes aware of the occurrence, and shall promptly furnish

to the other Party copies of any reports filed with any governmental agencies

addressing such events.

8. General Payment Responsibilities.

a. ATSI’s responsibility to reimburse TE for the E & C Services to be

performed by TE and/or its Contractor(s) shall include, but not be limited to,

the following related to the work described in Schedule 2:

i. Actual quantities of labor and material expended and the sum due for

the E & C Services, including, but not limited to Contractor costs as

well as the costs of restoring, protecting, temporarily or permanently

relocating, and rearranging TE property or other property or facilities;

ii. Cost of surveying, verifying and locating existing facilities, including

but not limited to, test pits, correspondence, meetings, and exchanges

of information;

iii. Cost of engineering, supervision, equipment of and for the E & C

Services and for the cost of pensions, insurance and taxes and other

indirect costs for TE and/or Contractor employees performing E & C

Services;

iv. Cost of additional right of way acquisition and permitting costs as

applicable. Said costs may include, but are not limited to, any and all

permits required under Federal, State or local laws or regulations for

TE and/or its Contractor(s) to perform the E & C Services described

herein and the costs of negotiations and acquisition of additional right

of way;

v. Costs associated with any soil removal and/or use of Hazwoper-

trained workers required for provision of the E & C Services; and

vi. Tax Gross-Up.

1. TE will treat payments made by ATSI to TE pursuant to this

Agreement as taxable contributions to capital for compliance

purposes under the Internal Revenue Code and any applicable

state tax laws. ATSI will initially pay any gross-up for

income taxes in connection with its payments required by this

Agreement. ATSI may, at its own expense, or TE shall, upon

the timely written request by ATSI and at ATSI’s expense,

seek final determination by the Internal Revenue Service of

the tax status of payments made pursuant to this Agreement.

If ATSI requests TE to obtain such final determination, ATSI

shall advance to TE on a periodic basis as requested by TE the

estimated costs of obtaining such determination. In the event

a final determination is made by the Internal Revenue Service

that any payment by ATSI to TE pursuant to this Agreement

constitutes a non-taxable contribution in aid of construction,

within thirty (30) days from receipt of such final

determination, TE shall refund to ATSI any payment(s)

attributable to the amount determined to be non-taxable, plus

interest reeved by, or credited to, TE in connection with the

treatment of its tax returns and the ultimate refund by taxing

authorities related to such final determination.

2. The Parties acknowledge that, with respect to any other

services that may be performed by one Party hereunder for the

other Party under this Agreement or otherwise: (A) ATSI’s

agreement to make any tax gross-up under this Article 8(a)

(vi) for E & C Services shall not be deemed to establish any

precedent; and (B) the Party seeking a tax gross-up for such

other services shall provide written notice of the gross-up to

the other Party.

9. Invoices and Payment.

a. Upon execution of this Agreement by the Parties, ATSI shall furnish to TE a

payment in the amount provided for in Schedule 5 to this Agreement, which

represents the estimated costs and expenses for TE’s completion of the E & C

Services relating to the work as set forth in Schedule 2.

b. Within one hundred and twenty (120) days after TE’s completion of the E &

C Services as set forth in Schedule 2, TE shall furnish to ATSI a final

reconciliation statement (the “Final Reconciliation Statement”) specifying the

nature and amount of the costs actually incurred by TE in connection with the

E & C Services relating to the work, as set forth in Schedule 2, including the

installation, testing and commissioning related to the TE Project Facilities,

compared with the amount collected under the payment provisions of

Schedule 5.

i. In the event that the Final Reconciliation Statement contains total

costs and expenses that exceed the amount collected under the

payment provisions of Schedule 5, TE will issue to ATSI a final

reconciliation invoice (the “Final Reconciliation Invoice”)

contemporaneously with the Final Reconciliation Statement. ATSI

shall furnish to TE a payment for such difference within 30 days after

ATSI’s receipt of the Final Reconciliation Invoice.

ii. In the event that the Final Reconciliation Statement contains

total costs and expenses that are less than the amount collected under

the payment provisions of Schedule 5, TE shall furnish to ATSI a

refund payment in the amount of such difference within 30 days after

ATSI’s receipt of the Final Reconciliation Statement.

c. In connection with the reconciliation, ATSI shall have the right to review,

after a timely request therefore, ATSI’s documentation of its costs and

expenses for providing the E & C Services necessary to enable ATSI to

verify the accuracy of the Final Reconciliation Statement. However, such

review shall not extend the due date of, or extend, postpone or otherwise

affect ATSI’s obligation to pay within thirty (30) days any amounts due as

described in the Final Reconciliation Statement.

d. In the event that ATSI disputes the correctness of any portion of the Final

Reconciliation Statement, it shall pay the portion that is not in dispute. The

Parties agree to negotiate in good faith to resolve the disputed amount. If a

resolution of such dispute is not achieved thereby, then the Parties agree to

resolve such dispute in accordance with Article 26 of this Agreement. Upon

resolution of such dispute, the Parties will adjust the payment amount to

reflect the resolution and any overpayment or underpayment will be

reconciled in accordance with this Article 9 of this Agreement.

10. Inspection and Testing. Each Party shall perform routine inspection and testing of

its Project Facilities in accordance with Good Utility Practice. Each Party shall have

the right, upon reasonable advance written notice, at its own expense, to inspect the

other Party’s Project Facilities.

11. Other Considerations.

a. All transmission outages in connection with the provision of E & C Services

will or have already been scheduled by TE in accordance with Schedule 4,

“Preliminary Outage Schedule,” will or have been approved by PJM, and are

or will be reflected in the PJM Outage Schedule. No generating unit outages

will be required to complete the scope of work related to the E & C Services

for the Parties.

b. The cancellation or change of any transmission outage(s) scheduled by TE in

the performance of this Agreement will be subject to PJM requirements and

approved by PJM.

c. All structure loading and electrical clearances will be designed to meet the

requirements of each of the NESC, Good Utility Practice, pertinent PJM

design criteria and TE and/or FirstEnergy standards and specifications.

d. In the event there are any ATSI Project Facilities constructed under the terms

of this Agreement, they shall be the sole property of the appropriate ATSI

Party, and the appropriate ATSI Party shall be solely responsible for their

operation, repair and maintenance. The TE Project Facilities constructed

under the terms of this Agreement shall be the sole property of TE, and TE

shall be solely responsible for their operation, repair and maintenance.

e. Schedules 1 through 5, inclusive, are incorporated by reference into this

Agreement in their entirety, and any modification to the Scope of Work for E

& C Services effected through the use of Schedule 6 will likewise be

incorporated by reference into this Agreement.

12. Contractors. Nothing in this Agreement shall prevent each Party from utilizing the

services of a Contractor(s) as it deems appropriate to perform its obligations under

this Agreement, provided, however, that each Party shall require its Contractor to

comply with all applicable terms and conditions of this Agreement in performing

such obligations.

13. Written Notice. All notices pertaining to this Agreement shall be in writing and

directed to the following individuals for their respective organizations, provided

however that any Party may change the individuals designated to receive Written

Notice by providing Written Notice of such change to the other Party:

a. For ATSI: With a copy to :

Name: Michael J. Thorn

FERC & Wholesale

Connection Support,

Manager

Name: Legal Department

Attn: Attorney for

FERC & Wholesale

Connection Support

Address: FirstEnergy Service

Company


Akron, OH 44308


Company


Akron, OH 44308

Phone: (330) 384-3889 Phone: (330) 761-4307

Fax: (330) 761-4388 Fax: (330) 777-6521

Email Email

b. For TE: With a copy to:

Name: Michael J. Thorn

FERC & Wholesale

Connection Support,

Manager

Name: Legal Department

Attn: Attorney for

FERC & Wholesale

Connection Support


Company


Akron, OH 44308


Company


Akron, OH 44308

Phone: (330) 384-3889 Phone: (330) 761-4307

Fax: (330) 761-4388 Fax: (330) 777-6521

Email Email

14. Assignment. Neither this Agreement nor any interest therein shall be assigned by

any Party without the prior written consent of the other Party; provided, however,

that any Party may assign this Agreement, in whole or in part, to an Affiliate or

successor of such Party that owns and operates all or any portion of such Party’s

transmission system (meaning those facilities of such Party that are classified as

transmission facilities in the PJM Open Access Transmission Tariff), including a

regional transmission organization, an independent system operator or an

independent transmission company. Notwithstanding the foregoing, any Party may

assign this Agreement to a successor to all or substantially all of the assets of such

Party by way of merger, consolidation, sale or otherwise, provided that such

successor assumes and becomes liable for all of such Party’s duties and obligations

hereunder. No assignment of rights or obligations under this Agreement by a Party

will relieve such Party from liability and financial responsibility for the performance

thereof after such assignment unless and until the assignee agrees in writing to

assume the obligations and duties of that Party under this Agreement and the non-

assigning Party have consented in writing to such assumptions and to a release of the

assigning Party from such liability, said consent not to be unreasonably withheld or

delayed.

15. No Waiver. A Party’s failure to insist in any one or more instances upon strict

performance of any provision of the Agreement, or failure or delay to take advantage

of any of its rights or remedies hereunder, violation, or default, shall not be construed

as a waiver by the Party of any such performance, provision, right, breach, violation,

or default, either then or for the future. Any waiver shall be effective only if in

writing and signed by each Party’s authorized representative, and only with respect

to the particular case expressly covered therein.

16. Law and Venue. This Agreement shall be governed by, construed, and enforced in

accordance with the law of the State of Ohio. Any legal claim, suit, proceeding, or

action brought by a Party shall be brought in an Ohio state court or a federal court

located in Ohio.

17. Headings. The headings assigned to the Articles of this Agreement are for

convenience only and shall not limit the scope and applicability of the Articles.

18. Survival. All provisions providing for limitation of or protection against loss or

liability of the Parties, including all protections and indemnities, shall survive

termination, suspension, cancellation or expiration of this Agreement.

19. Force Majeure. The Parties acknowledge that Force Majeure events may affect the

performance of this Agreement and agree as follows:

a. The Parties shall not be liable to each other for any breach or failure to

perform under this Agreement caused by Force Majeure, provided that Force

Majeure shall not excuse ATSI from its obligations to pay TE under this

Agreement for all costs and expenses for E & C Services, whether such costs

and expenses were incurred before or after the Force Majeure event.

b. Where Force Majeure continues for more than ninety (90) days, any Party

may, at its option, terminate this Agreement upon thirty (30) calendar days

advance Written Notice. In the event of termination in accordance with this

Article of the Agreement, no Party shall have any further responsibility or

liability to the other, except for the payment for all costs and expenses for E

& C Services relating to the Radial Modifications, whether such costs and

expenses were incurred before or after the Force Majeure event performed on

or before the date of termination.

20. Environmental. In the event that Hazardous Substances are encountered in the

course of E & C Services, the following shall apply:

a. No Party shall be responsible for the handling, removal, disposal or

remediation of the Hazardous Substances, unless the presence of said

Hazardous Substances was caused or likely to have been caused by that

Party, or its Contractor(s). Such Party shall be responsible for satisfying

reporting requirements required by Law.

b. In the event Hazardous Substances are found on ATSI property, or on

property occupied by ATSI pursuant to easement, license or other such right,

and were not caused by TE or its Contractor(s), ATSI shall be responsible for

bearing the costs and expenses associated with the handling, removal,

disposal or remediation of said Hazardous Substances. ATSI shall be

responsible for satisfying reporting requirements required by Law.

c. In the event Hazardous Substances are found on TE property, or on property

occupied by TE pursuant to easement, license or other such right, and were

not caused by ATSI or its Contractor(s), TE shall be responsible for bearing

the costs and expenses associated with the handling, removal, disposal or

remediation of said Hazardous Substances. TE shall be responsible for

satisfying reporting requirements required by Law.

21. Limitations of Liability. The following limitations of liability shall apply:

a. No Party shall be liable for any delays in performing the E & C Services,

provided that a Party, it’s Contractor(s) or suppliers do not willfully act to

delay the Project.

b. The liability of a Party under this Agreement shall be limited to direct actual

damages.

c. Except as provided in Section 22, no Party shall be liable for any special,

indirect, incidental, punitive, or consequential losses, damages, judgments,

fines, penalties, costs or expenses whatsoever including, but not limited to: (i)

delayed, lost or reduced profits, revenues, efficiency, productivity, bonding

capacity, business opportunities; or (ii) increased or extended overheads,

operating, maintenance, depreciation, financing costs or expenses arising out

of, related to, or in connection with the performance or breach of this

Agreement whether based upon contract, tort (including negligence),

warranty, strict liability or under any other legal or equitable theory.

22. Indemnification.

a. General.

Each Party (an “Indemnifying Party”) shall indemnify and hold harmless the

other Party (the “Indemnified Party”), and the Indemnified Party’s officers,

agents, servants, employees, shareholders, Contractors, subcontractors,

suppliers, successors, and assigns, from and against any and all liabilities,

losses, liens, damages, judgments, fines, penalties, fees or expenses

(including reasonable attorneys’ fees) due to personal injury, death, or

occupational disease of any person, including, but not limited to, the

Indemnified Party’s employees or agents; or due to loss or damage to any real

or personal property; which in whole or in part arise out of, relate to, result

from, or are connected with the Indemnifying Party’s negligence or

intentional misconduct in the performance of this Agreement, except to the

extent caused by the Indemnified Party’s intentional misconduct or

negligence.

b. Obligation to Defend.

An Indemnifying Party shall, at the Indemnified Party’s option and at the

Indemnifying Party’s own cost and expense, defend the Indemnified Party,

and the Indemnified Party’s officers, agents, servants, employees,

shareholders, Contractors, subcontractors, suppliers, successors, and assigns,

from and against any and all liabilities, losses, liens, damages, judgments,

fines, penalties, fees or expenses (including reasonable attorneys’ fees) due to

personal injury, death, or occupational disease of any person, including, but

not limited to, the Indemnified Party’s employees or agents; or due to loss or

damage to any real or personal property; which in whole or in part arise out

of, relate to, result from, or are connected with the indemnifying Party’s

negligence or intentional misconduct in the performance of this Agreement,

except to the extent caused by the indemnified Party’s intentional misconduct

or negligence. Without the consent of the applicable Indemnified Party,

which shall not be unreasonably withheld, an Indemnifying Party may not

settle any such claim for any relief (including monetary damages) or any

claim in the nature of regulatory or similar legal enforcement action by a

governmental authority. For purposes of fulfilling its duties to defend,

indemnify and hold harmless, each Party waives its immunities, rights, or

defenses that may be available under applicable Worker’s Compensation

Laws.

23. Insurance.

a. Prior to the start of E & C Services, each Party performing E & C Services

will at its own expense, procure and maintain in effect during performance

and until final completion and acceptance of any E & C Services under this

Agreement the following minimum insurance coverages with carriers

acceptable to the other Party, including:

i. Workers’ Compensation insurance in accordance with statutory

limits, as required by the State of Ohio, and Employer’s Liability

insurance with limits of not less than one million dollars ($1,000,000)

per occurrence.

ii. Commercial General Liability insurance providing coverage

for premises, bodily injury, property damage, personal injury,

advertising liability, blanket contractual liability covering a Party’s

obligations under this Agreement, products and completed operations

for not less than three (3) years from the date that Party completes the

E & C Services, coverage for independent contractors and broad form

property damage coverage with limits of not less than one million

dollars ($1,000,000) for each occurrence with an annual aggregate of

three million dollars ($3,000,000) per location where E & C Services

are performed.

iii. Commercial Automobile Liability insurance providing

coverage for all owned, non-owned, and hired vehicles, trailers or

semi-trailers designed for travel on public roads used by each Party in

the connection with the E & C Services with a combined single limit

of not less than one million dollars ($1,000,000) for each occurrence

of bodily injury, including death, and property damage.

iv. Excess or Umbrella Liability insurance with a limit of not less

than five million dollars ($5,000,000) for each occurrence with an

annual aggregate of five million dollars ($5,000,000) per location

where the E & C Services are performed. This limit applies in excess

of each of the coverages set forth above in Article 23(a)(i)

(Employer’s Liability), Article 23(a)(ii) (Commercial General

Liability insurance) and Article 23(a)(iii) (Commercial Automobile

Liability insurance), which are scheduled as primary. Any of the

above per-occurrence limits may be satisfied by a combination of

primary and excess liability coverage.

v. Pollution/Environmental Liability insurance with a minimum

limit of five million dollars ($5,000,000) each occurrence where the

work involves or includes a Party handling, transporting, disposing, or

performing work or operations with Hazardous Substances. For

insurance purposes, the terms and definitions relating to Pollution

Liability as utilized in the AEGIS Excess Liability policy will be

used.

vi. The insurance coverages provided under this Agreement shall

not contain any restrictions or limitations that are inconsistent with

each Party’s rights under this Agreement.

vii. All above-mentioned insurance policies shall provide the

following: be primary to any other insurance carried by each Party

with respect to such Party’s negligence; contain standard cross-

liability provisions; and provide for a waiver of all rights of

subrogation against each Party or its insurers.

b. Additional Insured Requirement: The Commercial General Liability and

Excess or Umbrella Liability insurance policies shall name the other Party

and their successors and assigns, as additional insureds and each Party shall

maintain the required coverages for a period of not less than three (3) years

from the date a Party completes the E & C Services.

c. Evidence of Insurance: Prior to the start of any E & C Services by and

subsequently upon request of a Party, such Party shall deliver to the other

Party’s contracting representatives, evidence of the required insurance

coverage in the form of Certificates of Insurance. Each Party shall provide at

least thirty (30) days prior written notice to the other Party in the event the

minimum insurance coverages outlined in this Section 23 are canceled or

non-renewed.

d. Ratings: All insurance coverages required under this Agreement shall be

provided by insurance companies having ratings of A-/VII or better in the

Best’s Key Rating Insurance Guide (latest edition in effect at the latest date

stated in the Certificates of Insurance referred to in Article 23(d) above

(Evidence of Insurance)).

e. Failure to Obtain and Maintain Insurance: Failure to obtain and maintain the

insurance required under this Agreement shall constitute a material breach of

this Agreement and the breaching Party will be liable for any and all costs,

liabilities, and damages (including attorney’s fees, court costs, and settlement

expenses) resulting to the other Party from such breach.

f. Each Party’s Obligations Not Limited: The insurance requirements set forth

above are to protect each Party from any and all claims by third parties,

including employees of each Party, its agents, Contractor(s) and invitees.

Said insurance, however, is in no manner to relieve or release a Party, its

agents, Contractor(s) and invitees from, or limit their liability as to, any and

all obligations assumed under this Agreement.

24. Breach.

a. A breach of this Agreement shall occur upon: (a) the failure of a Party to pay

any amount when due; (b) the failure of a Party to comply with any material

term or condition of this Agreement, including any material breach of a

representation, warranty or covenant; (c) any assignment of this Agreement

in a manner inconsistent with its terms; or (d) the failure of a Party to

provide access rights, or a Party’s attempt to revoke or terminate access

rights, that are required by the other Party to perform E & C Services under

this Agreement.

25. Termination.

a. This Agreement shall automatically terminate upon the completion of the

E & C Services and payment in full pursuant to the Final Reconciliation

Statement.

b. This Agreement may be terminated by mutual consent of the Parties.

c. This Agreement may be terminated by a Party in the event that a Party

breaches this Agreement and the breach has not been cured within sixty (60)

calendar days after the affected Party provides Written Notice of such breach

to the breaching Party in accordance with the notification provisions of

Article 13. During the sixty (60) calendar days following the Party’s delivery

of notice of breach pursuant to Article 13 to the breaching Party, the non-

breaching Party may at its sole discretion suspend its performance under this

Agreement.

d. Upon the termination of this Agreement for reasons other than pursuant to

Article 25(a), each Party shall be obligated, if directed by the other Party, to

remove its equipment, facilities, and debris related to the E & C Services

from the directing Party’s property and restore such property, as close as

practicable, to its condition prior to the commencement of the E & Services.

The access and other property rights granted to each Party under this

Agreement shall survive such termination to the extent needed by each Party

to perform its obligations under this Article 25(d).

26. Dispute Resolution.

a. Notice of any claim or dispute, which any Party may have against any other,

arising out of this Agreement, shall be submitted in writing to the other Party

in accordance with the notification provisions of Article 13, not later than

sixty (60) days after the circumstance which gave rise to the claim or dispute

was to have taken place. If agreed by each Party, the Parties may submit a

dispute to mediation and the following provisions shall apply.

b. In the mediation process, the Parties will try to resolve their differences

voluntarily with the aid of an impartial mediator, who will attempt to

facilitate negotiations. The mediator will be selected by agreement of the

Parties as soon as practical after the Parties have agreed to submit the matter

to the mediation process. Each Party shall provide the other with a list of no

less than three (3) and no more than five (5) mediators, and the other Party or

Parties may strike as many names as it chooses. If the Parties cannot agree

on a mediator, a mediator will be selected by the American Arbitration

Association (“AAA”) at the request of a Party.

c. The Parties agree that any and all mediation will be conducted in the AAA

offices in or nearest to Akron, Ohio, and in the manner specified by the

mediator and agreed upon by the Parties. The Parties agree to discuss their

differences in good faith and to attempt, with the assistance of the mediator,

to reach an amicable resolution of the dispute.

d. Unless otherwise agreed to, the mediation process shall be concluded not

later than six (6) months after the date that it is initiated. The decision must

be in writing and contain the reasons for the decision. The mediator shall

have the authority only to recommend interpretations of the terms and

conditions of this Agreement and shall have no power to modify any term or

condition of this Agreement.

e. If any dispute is not settled by mediation, then any Party may pursue any and

all rights and remedies available to it under this Agreement, in law or in

equity. Notwithstanding the mediation hereunder, the Parties have the right

to proceed directly to court to seek relief in law or in equity.

f. The submission of a dispute to mediation shall not limit or in any way affect

the applicable Party’s right to effect remedies or limit such Party’s rights

under this Agreement or otherwise.

27. Audit of Records.

a. Maintenance of Records. For any E & C Services performed hereunder, each

Party shall keep a detailed account of all costs necessary for proper financial

management with a system in accordance with Generally Accepted

Accounting Principles, consistently applied. Maintaining proper records

shall not relieve a Party of its responsibility to document properly all invoices

submitted for payment.

i. Each Party, including its agents or employees, shall have access to the

other Party’s books, vouchers, memoranda, records, data, and other

documents relative to the E & C Services, for inspection, audit, or

reproduction. Each Party shall preserve all of the above records for

two years after final payment, during which time a Party shall have

the right to perform any audit, inspection, or reproduction it may

desire. If discrepancies or questions arise, the records shall be

preserved until an agreement is reached between the Parties. Each

Party reserves the right to recover any overcharges or incorrect

charges from the other Party.

ii. Any audit conducted by a Party shall be at its expense; provided,

however, that if it is determined that a Party incorrectly charged the

auditing Party, the former shall be liable to the other for all charges,

including the amount of the overcharge or incorrect charge and cost of

audit or other investigation.

iii. Time of Audit. Audits shall take place at times and places to be

mutually agreed upon.

28. Conflicts. In the event of any conflict between a provision in this Agreement and

that of a Schedule, such conflict shall be resolved in favor of the terms set forth in

such Schedule.

29. Entire Agreement. This Agreement constitutes the full, complete and only

agreement between the Parties at this time with respect to the E & C Services and

supersedes all prior communications, agreements, and understandings, whether

written or oral, concerning such matters. This Agreement cannot be modified or

amended verbally and can only be changed via a formal written agreement between

the Parties, executed by both their duly authorized representatives.

30. Existing Arrangements. Nothing in this Agreement shall supersede, nullify or

otherwise modify any pre-existing policies, programs, procedures or arrangements

between the Parties. In the event of any conflict between a term or condition of this

Agreement and any such pre-existing policy, program, procedure or arrangement, the

latter shall control.

[Signatures on the next page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of

the date first above written by their duly authorized representatives.


AMERICAN TRANSMISSION SYSTEMS INC.

By: _____/s/ Richard A. Ziegler______________

(Signature)

Name: Richard A. Ziegler

(Print)

Title: __Director, FERC & RTO Technical Support

THE TOLEDO EDISON COMPANY

By: ____/s/ Richard S. Sweeney_______________

(Signature)

Name: Richard S. Sweeney

(Print)

Title: Toledo Edison Regional President__

Schedule 1

Scope of Work for ATSI

Install new 138 kV circuit breaker and the line exit relaying.

Schedule 2

Scope of Work for TE

Remove and retire existing 138 kV circuit breaker 13473 and line exit relaying.

Schedule 3

Schedule of Work

ATSI and TE will work collaboratively to develop timely schedules and milestone dates for

the Project to complete the Scope of Work described in Schedules 1 and 2 prior to July 1,

2017.

Schedule 4

Preliminary Outage Schedule

June 2017

Schedule 5

Payment Schedule

Actual costs incurred by TE, estimated as defined below, will be charged to ATSI as they

are incurred.

Angola: $10,000

Schedule 6

SCOPE OF WORK AMENDMENT OR MODIFICATION FORM

This SCOPE OF WORK AMENDMENT OR MODIFICATION FORM,

dated as of _________________________, is by and between American Transmission

System Inc. (“ATSI”) and The Toledo Edison Company(“TE”). ATSI and TE may each be

referred to herein individually as a “Party,” and together as the “Parties.”

W I T N E S S E T H

WHEREAS, ATSI and TE are parties to an Engineering and Construction Services

Agreement dated [ ]; and

WHEREAS, the Engineering and Construction Services Agreement between ATSI

and TE contemplates that the Parties may from time to time agree to certain modifications in

the Scope of Work; and

WHEREAS, by execution of this Scope of Work Amendment or Modification Form

the Parties intend to alter the Scope of Work provided in the Engineering and Construction

Services Agreement; and

WHEREAS, but for the modifications specifically described below, the Parties

intend for all other terms and provisions of the Engineering and Construction Services

Agreement to be applicable and take precedence over this Scope of Work Amendment or

Modification Form.

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree as

follows:

1.1 Additional Work to be Performed by ATSI:

1.2 Additional Work to be Performed by TE:

2.1 Cost Responsibilities for the Additional Work contemplated in Sections 1.1 and 1.2:

IN WITNESS WHEREOF, ATSI and TE have caused this Scope of Work

Amendment or Modification Form to be duly executed and delivered by their respective

duly authorized officers as of the date first above written.

AMERICAN TRANSMISSION SYSTEMS INC.

By: _______________________________________

Name: _____________________________________

Title: ______________________________________

THE TOLEDO EDISON COMPANY

By: _______________________________________

Name: _____________________________________

Title: ______________________________________



between

WEST PENN POWER COMPANY, THE POTOMAC EDISON COMPANY and


and


TABLE OF CONTENTS

Page

ARTICLE 1. INTERCONNECTED OPERATION ...................................................................19

ARTICLE 2. OPERATIONS AND MAINTENANCE ..............................................................20

ARTICLE 3. METERING AND DATA ACQUISITION SYSTEM EQUIPMENT .................21

ARTICLE 4. CONFIDENTIALITY ...........................................................................................22

ARTICLE 5. INVOICING AND PAYMENT; TAXES .............................................................22

ARTICLE 6. INDEMNITY AND INSURANCE ......................................................................23

ARTICLE 7. TERM AND TERMINATION OF AGREEMENT .............................................25

ARTICLE 8. REGULATORY AUTHORITIES ........................................................................26

ARTICLE 9. MODIFICATIONS OF FACILITIES ...................................................................26

ARTICLE 10. GENERAL ..........................................................................................................27

ARTICLE 11. ASSIGNMENT ...................................................................................................29

ARTICLE 12. SURVIVAL ........................................................................................................29

APPENDICES

Appendix I Interconnection Point, One-Line Diagram(s), Metering, and Data Submission

Appendix II Definitions


THIS INTERCONNECTION AGREEMENT (“Agreement”) is made and entered into as of the

17th

of MarchApril, 2016 2017 (the “Execution Date”), between West Penn Power Company, The

Potomac Edison Company, and Monongahela Power Company (“Zonal TOs”), and Trans-

Allegheny Interstate Line Company (“TO Affiliate”). Zonal TOs and TO Affiliate may be referred

to herein individually as a “Party” or collectively as the “Parties”. For the avoidance of doubt, the

terms “Party” and “Parties” as used herein shall not include PJM Interconnection, L.L.C. (“PJM”)

or any successor Regional Transmission Organization. This Agreement supersedes and cancels

that certain Service Agreement No. 2149 entered into by the Parties on April March 2217, 2015

2016 and accepted for filing in Federal Energy Regulatory Commission (“FERC”) Docket No.

ER15ER16-27391375-000.

W I T N E S S E T H:

WHEREAS, TO Affiliate owns transmission facilities that will be operated and maintained by the

Zonal TO and electrically connected to the Transmission System of the Zonal TO;

WHEREAS, Zonal TO and TO Affiliate desire to embody in this Agreement the terms and

conditions to govern the operation and electrical interconnection of the respective Transmission

Systems of each Party; and

WHEREAS, FERC has required the Parties to this Agreement to include PJM as a signatory to this

Agreement, pursuant to American Electric Power Service Corporation, 112 FERC ¶ 61,128 at P

10 (2005), in order to ensure that PJM is kept fully apprised of the matters addressed herein and so

that PJM may be kept aware of any reliability and planning issues that may arise.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth, the

Parties hereto agree as follows:

ARTICLE 1. INTERCONNECTED OPERATION

1.1. Interconnected Operation

The Parties’ transmission systems (each, a “Transmission System”) shall be interconnected at each

Interconnection Point specified and described in Appendix I of this Agreement. The Parties, by

amendment to this Agreement pursuant to Article 8.3, may add, discontinue or modify one or more

Interconnection Points.

1.2. Continuity of Interconnected Operation

During the term of this Agreement, each Party shall maintain in service its respective systems,

facilities and equipment necessary to maintain in a safe and reliable manner each Interconnection

Point described in Appendix I.

1.3. Compliance with Law

Each Party shall comply with Good Utility Practice and Applicable Laws and Regulations,

including the requirements of any Governmental Authority having jurisdiction over the Party, in

performing its respective obligations and responsibilities under this Agreement.

ARTICLE 2. OPERATIONS AND MAINTENANCE

2.1. Operating Responsibilities

Each Party, if applicable, shall exercise reasonable care to design, construct, maintain, and operate

its Transmission System, in accordance with Good Utility Practice and any PJM requirement, and

in such manner as to avoid the unauthorized use of the generation or transmission facilities of any

other person, including such facilities of the other Party (hereinafter referred to as “Unauthorized

Use”). Each Party may install and operate on its Transmission System such relays, disconnecting

devices, and other equipment, as it may deem appropriate for the protection of its Transmission

System or prevention of Unauthorized Use. Each Party shall maintain and operate its respective

Transmission System so as to reasonably minimize, in accordance with Good Utility Practice, the

likelihood of a disturbance originating on its Transmission System, which might cause impairment

to the service of the other Party.

2.2. Interruption of Service

The interconnection of the Parties’ Transmission Systems under this Agreement may be

interrupted, upon reasonable notice, under the following circumstances: (a) by operation of

automatic equipment installed for power system protection; (b) after consultation with the other

Party if practicable, when a Party deems it desirable for the installation, maintenance, inspection,

repairs or replacements of equipment; (c) to comply with a directive issued by PJM; or (d) at any

time that, in the sole judgment of the interrupting Party, such action is necessary to preserve the

integrity of, or to prevent or limit any instability on, or to avoid or mitigate a burden on its system,

or to avoid or mitigate the loss of life, injury, or property damage. If synchronous operation of the

Parties’ Transmission Systems through a particular facility becomes interrupted, the Parties shall

cooperate so as to remove the cause of such interruption as soon as practicable and restore said

facility to normal operating condition.

2.3. Maintenance and Facility Maintenance

Each Party shall maintain its facilities in a safe and reliable manner in accordance with : (i) the

terms of this Agreement; (ii) applicable NERC Reliability Standards; (iii) PJM Requirements; and

(iv) Good Utility Practice. Operating arrangements for the Transmission Systems shall be

coordinated by Zonal TOs operating personnel, and with PJM to the extent required by Applicable

Laws and Regulations and PJM Requirements. Except as may be necessary and appropriate in an

emergency, all operating arrangements shall be in accordance with PJM Requirements.

2.4. Cooperation Associated with NERC Reliability Standards

If a Party: (a) is subject to a data request, self-certification or an audit of applicable NERC

Reliability Standards to effect the interconnection of the Parties’ Transmission Systems at each

Interconnection Point by FERC, NERC, or PJM; or (b) is required to comply with NERC

Reliability Standards with respect to such facilities, then the Parties shall reasonably cooperate in a

timely fashion and to the extent necessary to address such matter pursuant to Article 2.4(a) and to

demonstrate such compliance pursuant to Article 2.4(b).

2.5. Access

Each Party shall grant the other Party access to areas under the granting Party’s control as

reasonably necessary to permit the other Party to perform its obligations under this Agreement,

including operation and maintenance obligations. A Party that obtains such access shall comply

with all safety rules applicable to the area to which access is obtained.

2.6. Primary Point of Contact

To ensure that each Party’s operation, maintenance and planning relating to its Transmission

System is coordinated with the other Party, and with PJM, during the term of this Agreement,

particularly in the event of system emergencies and interruptions of service undertaken in

accordance with Article 2.2, and to ensure that each Party (and PJM) has access to an authorized

individual representing the other Party and PJM, each Party and PJM hereby designates the

individual set forth in this Article 2.6 as the primary point of contact (“PPC”) for that Party. A

representative of the Zonal TOs shall be the PPC for TO Affiliate.

For Zonal TO:


Telephone: (304) 534-7920

For TO Affiliate:


Telephone: (304) 534-7920

For PJM

Title: PJM Transmission Desk

Telephone: (610) 666-8808

E-mail: [email protected]

Each Party and PJM is free to revise its PPC by providing notice to the other Party and PJM (or to

both Parties in the case of PJM) in accordance with the notice provisions of Article 10.4.

ARTICLE 3. METERING AND DATA ACQUISITION SYSTEM EQUIPMENT

3.1 Metering Equipment

The net interchange of electrical energy between the Transmission Systems at the Points of

Interconnection shall be measured by the revenue quality meters specified in Appendix I. The

metering equipment shall satisfy applicable ANSI standards and PJM’s metering standards and

requirements. Both parties shall own, operate and maintain, such recording, telemetering,

communication, and control facilities on their respective side of the Points of Interconnection

required for coordinated operation. Except for the charge referenced in Section 3.2, no specific

charge will apply to either Party for the installation, replacement, operation, maintenance or testing

of such equipment.

3.2 Maintenance, Testing, and Calibration of Metering Equipment

Procedures with respect to maintenance, testing, calibrating, and precision tolerance of all

metering equipment shall be performed in accordance with the Good Utility Practice. The expense

of testing any meter shall be borne by the Party owning such meter, except that when a meter is

tested at the request of another Party and is found to register within the established tolerance, the

Party making the request shall bear the expense of such test.

ARTICLE 4. CONFIDENTIALITY

4.1. Confidentiality

During the term of this Agreement, each Party shall hold in confidence, and shall not disclose to

any person, Confidential Information provided to it by the other Party. A party receiving

Confidential Information shall protect that information in accordance with that Party’s own

procedures regarding the protection of Confidential Information and Applicable Laws and

Regulations. Information designated as Confidential Information shall no longer be deemed

confidential if the Party that designated the information as confidential notifies the other Party that

it no longer is confidential.

ARTICLE 5. INVOICING AND PAYMENT; TAXES

5.1. Purpose of Invoicing

Any invoice that is issued pursuant to this Agreement shall be for: (a) the establishment of any

new Interconnection Point; (b) the modification of an existing Interconnection Point; or (c) other

purposes as may be set forth in this Agreement.

5.2. Timeliness of Payment

Unless otherwise agreed upon, all invoices, if any, issued pursuant to this Agreement shall be

rendered as soon as practicable in the month following the calendar month in which expenses were

incurred and shall be due and payable, unless otherwise agreed upon, within thirty (30) days of

receipt of such invoice. Payment shall be made by electronic transfer or such other means as shall

cause such payment to be available for the use of the payee.

5.3. Disputed Invoices

In the event that a Party disputes an invoice, the Party shall pay the invoice in full in accordance

with Article 5.2 of this Agreement.

5.4. Tax Reimbursement

If, as part of any compensation to be paid under this Agreement, any direct tax, including, but not

limited to sales, excise, or similar taxes (other than taxes based on or measured by net income) is

levied and/or assessed against either Party by any taxing authority on the power and/or energy

transmitted, interchanged, exchanged, exported or imported by the supplying Party to the other

Party, then except as provided for in Article 5.5 such Party shall be fully compensated

prospectively by the other Party for such direct taxes.

5.5. Contribution In-Aid of Construction

For payment amounts that are classified as contributions in-aid of construction (“CIAC”), and in

the event and to the extent such CIAC payment amounts (“CIAC Payment”) are classified as

taxable income by the receiving Party or if the receiving Party is tax exempt, receipt of such CIAC

Payment causes said Party to become taxable, such CIAC Payment shall be increased (or “grossed-

up”) to fully cover the receiving Party’s net tax consequences arising from the CIAC Payment. If

at the time of invoicing the receiving Party made a good faith determination that the CIAC

Payment would not be classified as taxable income but federal or state income taxes are

subsequently imposed upon the receiving Party by the Internal Revenue Service (“IRS”) and/or a

state department of revenue (“State”) arising from the receipt of such CIAC Payment, the Party

that originally made the CIAC Payment shall reimburse the receiving Party for the full tax effect of

such CIAC Payment computed in accordance with FERC rules and including any interest and

penalty charged to the Party by the IRS and/or State.

ARTICLE 6. INDEMNITY AND INSURANCE

6.1. Indemnity

To the extent permitted by law, each Party (the “Indemnifying Party”) shall indemnify, save

harmless, and defend the other Party(the “Indemnified Party”) from and against any losses,

liabilities, costs, expenses, suits, actions, claims, and all other obligations arising out of injuries or

death to persons or damage to property to the extent arising out of, in connection with, or resulting

from (i) the failure of the Indemnifying Party or any of its Contractors in performance of its

obligations under this Agreement, or (ii) the negligence or intentional misconduct of the

Indemnifying Party or its Contractors, except that a Party’s obligation to indemnify the

Indemnified Party shall not apply to the extent of any liabilities arising from the Indemnified

Party’s negligence or intentional misconduct.

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 this Article 6.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such

fact. Any failure of or delay in such notification shall not affect an Indemnifying Party’s

indemnification obligation unless such failure or delay is materially prejudicial to the

Indemnifying Party.

The Indemnifying Party shall, at the Indemnified Party’s option and at the Indemnifying Party’s

expense, defend the Indemnified Party against any and all suits, actions, or claims arising out of,

connected with, or resulting from (i) the failure of the Indemnifying Party or any of its Contractors

in performance of its obligations under this Agreement, or (ii) the negligence or intentional

misconduct of the indemnifying Party or its Contractors provided that the Indemnifying Party shall

not settle or make a plea with respect to any proceeding without the Indemnified Party’s prior

written consent.

A Party’s obligations to another Party under this Article 6.1 shall not be limited in any way by any

provision of any workers’ compensation, disability benefits, payroll or other employee benefits

laws; provided, however, that nothing herein shall limit or restrict any defense a Party may be

entitled to assert with respect to a Third Party Claim, including a defense based on the status of

such Party as a statutory employer. EACH PARTY HEREBY SPECIFICALLY AND

EXPRESSLY WAIVES ANY AND ALL DEFENSES IT MAY HAVE TO AN

INDEMNIFICATION OBLIGATION TO THE OTHER PARTY PURSUANT TO THIS

AGREEMENT BASED ON ANY IMMUNITY TO WHICH SUCH PARTY MAY BE

ENTITLED UNDER ANY WORKERS’ COMPENSATION, DISABILITY BENEFITS,

PAYROLL OR EMPLOYEE BENEFITS LAWS.

For the purposes of this Article 6.1 only, the term “Party” shall include the Party’s Affiliates and

the directors, officers, employees, and agents of the Party and its Affiliates.

6.2. Insurance

6.2.1. Maintaining Insurance

Each Party shall maintain insurance in such coverages and amounts as that Party deems customary

and appropriate given the expected performance under this Agreement, including the

interconnection of the Parties’ Transmission Systems and related risks and potential liabilities.

6.2.2. Additional Insureds

The insurance policies procured by a Party shall include the other Party, and its respective officers,

agents and employees as additional insureds, providing all standard coverages and covering

liability of the Party for bodily injury and/or property damage (including loss of use) arising out of

the Party’s operations, performance, or lack of performance under this Agreement.

6.2.3. Other Required Terms

The insurance policies procured by a Party (except workers’ compensation and professional

liability) shall provide the following:

a. Each policy shall contain provisions that specify that it is primary and non contributory for

any liability arising out of the Party’s liability, and shall apply to such extent without consideration

for other policies separately carried by the other Party and shall state that each insured is provided

coverage as though a separate policy had been issued to each, except the insurer’s liability shall

not be increased beyond the amount for which the insurer would have been liable had only one

insured been covered. In addition, the following shall apply to all Parties’ insurance policies, to the

extent allowable by law.

i. If any coverage is written on a Claims First Made Basis, continuous coverage shall be

maintained or an extended discovery period will be exercised for a period of not less

than two (2) years after termination of this Agreement.

ii. The insurance (including worker’s compensation) shall include a waiver of all rights of

subrogation which a Party’s insurance carrier might exercise against the other Party.

iii. Each Party shall be responsible for its respective deductibles or retentions.

6.2.4. No Limitation of Liability

The requirements contained herein as to the types and limits of all insurance to be maintained by

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

obligations assumed by each respective Party under this Agreement.

6.2.5. Notices; Certificates of Insurance

Each Party shall provide the other Party with thirty days prior written notice of cancellation to any

of the insurance required under this Agreement provided, however, that no notice shall be required

if a canceled policy is replaced with an equivalent policy without any lapse in coverage. Each

Party shall provide the other with certificates of insurance prior to the initial operation of the

transmission facilities related to the Interconnection Point and thereafter at such time intervals as

they shall mutually agree upon, provided that such interval shall not be less than one year. A

Party’s certificates of insurance shall indicate that the certificate holder is included as an additional

insured under the Commercial General Liability, Business/Commercial Automobile Liability and

Excess and/or Umbrella Liability coverage, and that this insurance is primary. Each Party’s

certificates of insurance shall evidence that a waiver of subrogation is included in the required

insurance policies in favor of the other Party.

6.2.6. Contractor Insurance

In accord with Good Utility Practice, each Party shall require each of its Contractors to maintain

and provide evidence of insurance coverage of types, and in amounts, commensurate with the risks

associated with the services provided by the Contractor. Bonding of Contractors shall be at the

hiring Party’s discretion, but regardless of bonding, the hiring principal shall be responsible for the

performance or non-performance of any Contractor it hires.

6.2.7. Reporting Incidents

The Parties shall report to each other 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 this

Agreement.

ARTICLE 7. TERM AND TERMINATION OF AGREEMENT

7.1. Term

This Agreement shall be effective as of the Execution Date, or such later date as the last necessary

regulatory approval hereof shall be obtained (unless an earlier date is specified by the regulatory

authority having jurisdiction), and shall remain in effect until it is terminated in accordance with

Article 7.2.

7.2. Termination

This Agreement may be terminated by the following means:

7.2.1. By Mutual Consent

This Agreement may be terminated as of the date on which the Parties mutually agree to terminate

this Agreement.

7.2.2. By Either Party

Either Party may terminate this Agreement by providing to the other Party and to Transmission

Provider thirty-six (36) months’ advance written notice of its intent to terminate this Agreement, in

which case this Agreement shall terminate at the end of such thirty-six (36) month notice period.

ARTICLE 8. REGULATORY AUTHORITIES

8.1. Regulatory Authorities

This Agreement is made subject to the jurisdiction of FERC and any Governmental Authority

having jurisdiction over the rates, terms conditions or services provided under this Agreement.

8.2. Adverse Regulatory Change

The Parties agree to jointly submit and support the filing of this Agreement with the FERC, if such

filing is required by the Federal Power Act. Any changes or conditions imposed by the FERC in

connection with such submission or otherwise in respect of this Agreement, any of which are

unacceptable to a Party after the Parties’ good faith attempt to negotiate a resolution to such

objectionable change or condition, shall be cause for termination of this Agreement upon thirty

(30) days’ prior written notice by the non-consenting Party to the other Party.

8.3. Amendments to this Agreement

8.3.1. Amendments

In the event that the Parties agree to amend this Agreement, the Parties shall, if required by

Applicable Laws and Regulations, file any such amendment or modification with the FERC.

8.3.2. Section 205 and 206 Rights

Nothing contained in this Agreement shall preclude either Party from exercising its rights under

Section 205 and 206 of the Federal Power Act to file for a change in any rate, term, condition or

service provided under this Agreement.

ARTICLE 9. MODIFICATIONS OF FACILITIES

9.1. Generally.

Each Party may make such Modifications to its facilities at or near the Interconnection Points as it

deems necessary in its sole judgment based on the PJM Tariff, Good Utility Practice, subject to the

requirements of Article 9.2, below. Modifications shall be subject to any applicable approval

process set forth in the PJM Tariff. All Modifications mandated by the PMJ Tariff shall be

performed by Zonal TO.

9.2. Notice.

In the event a Party plans to undertake Modifications to its facilities at or near the Interconnection

Points that reasonably may be expected to impact the other Party’s Transmission System, the

initiating Party shall provide the other Party with at least ninety (90) days’ advance notice of the

desired Modifications. The nature of, and the schedule of work for, performing such

Modifications shall be subject to review and acceptance by the other Party, which review and

acceptance shall not be untimely nor unreasonably withheld or delayed, to ensure that such

Modifications will (i) not adversely affect a party’s Transmission System, or other facilities, and

(ii) are consistent with Good Utility Practice. Subject to all applicable requirements imposed by

Applicable Law and Regulations, PJM Requirements, and NERC, the suitability and the

responsibility for the safe and adequate design, construction, operation and maintenance of the

initiating Party’s modifications shall be and remain the sole obligation of the initiating party.

9.3. Information

Subject to Applicable Laws and Regulations and any applicable requirements pertaining to

Confidential Information, each Party agrees that it will furnish to the other party such information

concerning its system as may be reasonably requested by the other Party as reasonably necessary

to construct, operate, maintain, and implement Modifications to the other Party’s facilities.

ARTICLE 10. GENERAL

10.1. Force Majeure

A Party unable to fulfill any obligation by reason of Force Majeure shall use diligence to remove

such disability with appropriate dispatch. A Party unable to fulfill any obligation by reason of

Force Majeure shall: (a) provide prompt written notice of such Force Majeure event to the other

Party which notice shall include an estimate of the expected duration of such event; and (b)

attempt to exercise all reasonable efforts to continue to perform its obligations under this

Agreement. As soon as the non-performing Party is able to resume performance of its obligations,

such Party shall resume performance and give prompt notice thereof to the other Party.

10.2. Waivers

No failure or delay on the part of either Party in exercising any of its rights under this Agreement,

no partial exercise by either Party of any of its rights under this Agreement, and no course of

dealing between the Parties shall constitute a waiver of the rights of either Party under this

Agreement. Any waiver shall be effective only by a written instrument signed by the Party

granting such waiver, and such shall not operate as a waiver of, or continuing waiver with respect

to any subsequent failure to comply therewith.

10.3. Liability

a. Nothing in this Agreement shall be construed to create or give rise to any liability

on the part of PJM, and the Parties expressly waive any claims that may arise

against PJM under this Agreement.

b. The Parties acknowledge and understand that the signature of the authorized officer

of PJM on this Agreement is for the limited purpose of acknowledging that a

representative of PJM has read the terms of this Agreement. The Parties and PJM

further state that they understand that FERC desires that the Parties keep PJM fully

apprised of the matters addressed herein as well as any reliability and planning

issues that may arise under this Agreement, and that the signature of the PJM

officer shall not in any way be deemed to imply that PJM is taking responsibility

for the actions of any Party, that PJM has any affirmative duties under this

Agreement or that PJM is liable in any way under this Agreement.

10.4. Written Notices

Any notice this is required or permitted under this Agreement may be given by personal delivery,

by e-mail (with confirmation of receipt), by any courier service which guarantees overnight,

receipted delivery, or by U.S. certified or registered mail, return receipt requested, addressed to

PJM or the Party entitled thereto, at:

If to Zonal TOs: Manager, FERC & Wholesale Connection Support


76 S. Main St.

Akron, OH 44308

and



76 S. Main St.

Akron, OH 44308

If to TO Affiliate: Manager, FERC & Wholesale Connection Support


76 S. Main St.

Akron, OH 44308

and



76 S. Main St.

Akron, OH 44308

If to PJM: Vice President-Government Policy


1200 G Street, N.W., Suite 600

Washington D.C. 20005

and

General Counsel


2750 Monroe blvdBlvd.

Audubon, PA 19403

The above listed titles and addresses for a Party or PJM may be changed by written notice to all

the other Parties and PJM. Such change shall not necessitate a filing under Section 205 of the

Federal Power Act. Any such notice or communication will be deemed to have been given as of

the date received.

10.5. Governing Law

The validity and meaning of this Agreement shall be governed by and construed in accordance

with federal law where applicable and, when not in conflict with or preempted by federal law, the

applicable law of the law where the Interconnection Point is located, without application of its

conflicts of law provisions.

10.6. Defined Terms and Execution

All capitalized terms used in this Agreement shall have the meanings as specified in the body of

this Agreement or Appendix IV, or as defined in the PJM Tariff. In the event of any conflict

between defined terms set forth in the PJM Tariff or defined terms in this Agreement, such conflict

shall be resolved in favor of the terms set forth in this Agreement. Any provisions of the PJM

Tariff relating to this Agreement that uses any such defined term shall be construed using the

definition given to such defined term in this Agreement.

10.7. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an

original.

ARTICLE 11. ASSIGNMENT

11.1. Assignment

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

Parties. Successors and assigns of PJM shall become signatories to this Agreement for the limited

purpose described in Article 10.3 of this Agreement. This Agreement shall not be assigned by any

Party without the written consent of the other Party, which consent may be withheld, conditioned,

or delayed. A Party may withhold, condition or delay its consent to the other Party’s proposed

assignment of this Agreement if the proposed assignee is not an Affiliate of the Parties.

Notwithstanding the foregoing, a Party may assign this Agreement to an Affiliate of the assigning

Party for the purposes of a corporate restructuring, provided that the assigning Party provides

reasonable prior written notice to the other Party and the assignee assumes in writing all rights,

duties, and obligations arising under this Agreement. An assignment of this Agreement shall be

filed with FERC for acceptance pursuant to Section 205 of the Federal Power Act.

ARTICLE 12. SURVIVAL

12.1. Survival

The termination of this Agreement shall not discharge either Party from any obligation it owes to

the other Party under this Agreement by reason of any transaction, loss, cost, damage, expense or

liability that shall occur (or the circumstances, events or basis of which shall occur or arise) prior

to such termination. It is the intent of the Parties hereby that any such obligation owed (whether

the same shall be known or unknown at the termination of this Agreement) shall survive the

termination of this Agreement, and that either Party may enforce its rights against the other Party

with respect to such obligations in an action at law or in equity to the fullest extent permitted by

law.

This Agreement shall continue in effect after termination to the extent necessary for final billings

and payments, and to permit the determination and enforcement of liability and indemnification

obligations arising from acts or events that occurred while this Agreement was in effect; and to

permit each Party to have access to the real property, including but not limited to leased property

and easements of the other Party to disconnect, remove or salvage its own facilities and equipment.

IN WITNESS WHEREOF, this Agreement has been executed by each Party’s respective representative lawfully

authorized so to do, as of the Execution Date.


WEST PENN POWER COMPANY

By: /s/ David W. McDonald

(Signature)

Name:

David W McDonaldRichard A. Ziegler

(Print)

Title:

Regional PresidentDirector, FERC & RTO Technical

Support

THE POTOMAC EDISON COMPANY

By: ________/s/ James A. Sears

Jr_____________________________________

(Signature)

Name: ___________ JamesRichard A Sears

JrZiegler_________________

Title: ___________Director, FERC & RTO Technical

SupportVice President___________________


By: __________________________________________

________/s/ Holly C Kauffman____________________

(Signature)

Name: ___________Richard A ZieglerHolly C

Kauffman___________________

Title: _____Director, FERC & RTO Technical

Support_______________________President, WV Operations_________


By: /s/ Jeffrey J Mackauer

(Signature)

Name:

Jeffrey J Mackauer

(Print)

Title:

Director, Transmission Planning & Protection

The signature below of the authorized officer of PJM Interconnection, L.L.C. is for the limited

purpose of acknowledging that a representative of PJM has read this Agreement as of

_4th______24th

day of _ April______April, 20162017.


PJM INTERCONNECTION, L.L.C.

By:

/s/ Steven R. Herling

(Signature)

Name:

Steven R. Herling

(Print)

Title:

Vice President, Planning

APPENDIX I

Interconnection Point, One-Line Diagram(s), Metering, and Data Submission

1. The respective Transmission Systems of the Parties shall be interconnected at the

Interconnection Point(s) described below:




terminal of disconnect switch M4 on the TR side where the conductor to the No 4

TR connect (See Figure 1).

c) Revenue Metering Description: n/aN/A

d) Revenue Meter Loss Compensation: N/An/a

e) Revenue Meter Data Submission: N/An/a








g) Part of FE East or FE South EHV Loss calculation(Y/N)? N/An/a




where drops from strain bus connect to bus work between BKRs BD10 & BD11

(See Figure 1).













g) Part of FE East or FE South EHV Loss calculation (Y/N)? Y




terminal of Disc Switch BD13A on the breaker side where the cables to breaker

BD13 connect (See Figure 1).

c) Revenue Metering Description: N/An/a














where the drops from the 138kV line connect to the existing 138kV line conductor

(See Figure 1).















138kV bus B where the bus work from breaker BD14 connects (See Figure 1).













“Black Oak Interconnection Point”.


where SVC circuit connects to 500kV Bus work from Bus A (See Figure 2).















where No 1 TR 500kV bus work connects to No 3 TR bus work (See Figure 3A).















where line from No 1 TR strain bus drops connects to bus work between breakers 7

& 8 (See Figure 3A).


side of the transformer. The revenue meter and potential devices are owned by

Potomac Edison. The current transformers are owned by TrAILCo.















Figure 3A).
















Figure 3A).















where 500kV bus A continues to accommodate circuits from breakers 7, 9, 11, and

15 (See Figure 3B)


















where 500kV Bus B continues to accommodate circuits for Breakers 8, 10, and 18

(See Figure 3B)


















where line to Front Royal terminates at subrack (See Figure 3B)


breakers MDL9, MDL10, and the line exit to Front Royal/Morrisville. The revenue

metering equipment is owned by TrAILCo.














where the line to Loudoun terminates at subrack (See Figure 3B).


breakers MDL2, MDL3, and the line exit to Loudoun. The revenue metering

equipment is owned by Potomac Edison.














where No 3 TR 138kV circuit terminates at TR side of switch 3TR 138 (See Figure

4).















where No 3 TR 115kV circuit terminates at TR side of switch 3TR115 (See Figure

4).


side of the transformer. The revenue metering equipment is owned by Potomac

Edison.














where cap bank No 4 circuit connects to 500kV bus A (See Figure 5).















where cap bank No 2 connects breaker DL59 bus work (See Figure 5).

















where 500kV bus work is extended for disconnect switch M3 (See Figure 5).
















Figure 5).


















5).
















5).


















5).


















5).

















terminal on bus side of disconnect switch M4 (See Figure 5).

















where the cable drop on bus side of breaker DJ11 connects to the existing bus work

(See Figure 5).


















5).


















5).


















Figure 5).

















terminal on transformer side of disconnect switch M2 (See Figure 5).

















where No 7 transformer 345kV bus work extends to accommodate addition of No 8

















(See Figure 6).

















where No 5 transformer 345 kV bus work extends to accommodate addition of No 6

















(See Figure 6).

















where breaker B19 bus work connects to No 1 138kV bus (See Figure 7).















where breaker B19 bus work connects to No 3 transformer 138kV strain bus (See

Figure 7).

















where No 3 transformer 500kV bus work connects to No 3 transformer 138kV

strain bus (See Figure 7).

















where No 3 transformer circuit connects to No 1 500kV bus work (See Figure 7).

















North 138kV bus where 502 JCT No 2 circuit connects (See Figure 8)
















extension of South 138kV bus strain bus where expansion accommodates 502 JCT

No 1 circuit (See Figure 8)
















bus support where existing 138kV No 1 bus work is extended to accommodate the

502 JCT No 2 circuit (See Figure 9)















where 138kV No2 bus is extended to accommodate the addition of 502 JCT No 1

circuit (See Figure 9)















breaker disconnect switch terminal on the Pursley 138kV line side (See Figure 9)






























breaker disconnect switch terminal on the Fairview 138kV line side (See Figure 9)






























where Kammer 500kV line terminates at subrack (See Figure 10).















where Harrison 500kV line terminates at subrack (See Figure 10).















where North Longview 500kV line terminates at subrack (See Figure 10).













“Potter Interconnection Point”.


where 115kV bus work is extended to accommodate the addition of No1 & No 2

cap banks (See Figure 11.)













“Luxor Interconnection Point”.


where capacitor bank circuit connects to 138kV Bus 1 (See Figure 12.)













"Shuman Hill Interconnection Point".


MP structure 80C-1, where tap for capacitor bank circuit connects to 138kV line

(See Figure 13.)













“West Union”.


where capacitor bank connects to East 138kV bus (See Figure 14.)













“Armstrong Interconnection Point #1”.


where the No 2 TR circuit connects to No 2 138kV bus work (See Figure 15.)




f) Operational Metering: Per PJM requirements this may require revenue class

metering and equipment for new installations. Refer to PJM Manual and FE

Planning and Protection Standards. Operational metering data will come from

metering sources provided by the owning party and will be provided through a RTO

ICCP link to the non-owning party. The owner of the operational metering is

responsible for owning, operating, and maintaining the equipment at its own cost.





where No 1 transformer breaker 10 connects to the 230kV strain bus (See Figure

16).















where No 1 transformer 230kV bus work connects to bus work and taps for breaker

10 (See Figure 16).















where No 2 cap bank circuit connects to No 2 138kV bus (See Figure 17.)















where reactor connects to No 1 cap bank (See Figure 17.)















where reactor connects to No 1 cap bank ground (See Figure 17.)















where No 3 cap bank circuit connects to 138kV bus 3 (See Figure 18.)















where No 1 cap bank reactor connects to cap bank circuit switcher (See Figure 18.)















where No 1 cap bank reactor connects to cap bank ground (See Figure 18.)














b) Interconnection Point Description The point of interconnection is located



















terminal of switch D17 on the 138kV South bus side (See Figure 19).

















terminal of switch D25 on the 138kV North bus side (See Figure 19).































where drop from the Lamberton 138kV line connects to bus between breakers B4 &

B5 (See Figure 19).















where drop from the Glen Falls 138kV line connects to bus between breakers B1 &

B2 (See Figure 19).















where Milesburg 230 kV line connects to 230kV ring bus (See Figure 20).















where Elko 230kV line connects to 230kV Ring Bus (See Figure 20).













“Bartonville Interconnection Point #1”.


where cap bank connects to 138kV bus B (See Figure 21).
















Figure 22).















were the WPP Brookville 138kV line terminates at TrAILCo owned substation (See

Figure 22).
















Figure 22).















where Oak Mount 138kV line terminates at subrack (See Figure 23).















where Glen Falls 138kV line connects at MP structure 67 (See Figure 23).















where Buckhannon 138kV line connects at MP structure 67 (See Figure 23).















where West Milford 138kV line terminates at subrack (See Figure 23).















where Weston 138kV line terminates at subrack (See Figure 23).















where Belmont 138kV line terminates at subrack (See Figure 24).















where Mobley 138kV line terminates at subrack (See Figure 24).

c) Revenue Metering Description: n/a


e) Revenue Meter Data Submission: n/a












where Fairview 138kV line terminates at subrack (See Figure 24).













“Monocacy Interconnection Point”.















“Shingletown Interconnection Point”.


where cap bank connects to 230 kV Milesburg transmission line (See Figure 26).













“Nyswaner Interconnection Point”.


where 138kV bus is extended to install cap bank (See Figure 27).















where Glen Falls 138kV line terminates at subrack (See Figure 28).















where strain bus connects to lattice structure (See Figure 28).















where Waldo Run No 2 138kV line terminates at subrack (See Figure 28).















where Rider 138kV line drops from transmission structure 15397 terminating on

138kV Rider circuit bus work (See Figure 28).






























subtract where transmission line terminates (See Figure 3029).











































“Damascus Interconnection Point #1”.







equipment for new installation is required. Refer to the PJM Manual and FE







APPENDIX I

Figure 1

Bedington Substation


location(s).

APPENDIX I

Figure 2

Black Oak Substation


location(s).

APPENDIX I

Figure 3A



location(s).

APPENDIX I

Figure 3B



location(s).

APPENDIX I

Figure 4

North Shenandoah Substation


location(s).

APPENDIX I

Figure 5

Doubs Substation


location(s).

APPENDIX I

Figure 6

Wylie Ridge Substation


location(s).

APPENDIX I

Figure 7

Cabot Substation


location(s).

APPENDIX I

Figure 8

Osage Substation


location(s).

APPENDIX I

Figure 9

Whiteley Substation


location(s).

APPENDIX I

Figure 10

502 Jct. Substation


location(s).

APPENDIX I

Figure 11

Potter Substation

* Does not represent exact meter location or meter count. This is meant to be an abstract view of the meter

location(s).

APPENDIX I

Figure 12

Luxor Substation


location(s).

APPENDIX I

Figure 13

Shuman Hill Substation


location(s).

APPENDIX I

Figure 14

West Union Substation


location(s).

APPENDIX I

Figure 15

Armstrong Substation


location(s).

APPENDIX I

Figure 16

Carbon Center Substation


location(s).

APPENDIX I

Figure 17

Grand Point Substation


location(s).

APPENDIX I

Figure 18

Guilford Substation


location(s).

APPENDIX I

Figure 19

Waldo Run Substation


location(s).

APPENDIX I

Figure 20

Moshannon Substation


location(s).

APPENDIX I

Figure 21

Bartonville Substation


location(s).

APPENDIX I

Figure 22

Squab Hollow Substation


location(s).

APPENDIX I

Figure 23

Rider Substation


location(s).

APPENDIX I

Figure 24

Richwood Hill Substation


location(s).

APPENDIX I

Figure 25

Monocacy Substation


location(s).

APPENDIX I

Figure 26

Shingletown Substation


location(s).

APPENDIX I

Figure 27

Nyswaner Substation


location(s).

APPENDIX I

Figure 28

Oak Mound Substation


location(s).

APPENDIX I

Figure 29

Joffre Substation


location(s).

APPENDIX I

Figure 30

Damascus Substation


location(s).

APPENDIX II

Definitions

“Affiliate”- shall mean with respect to a corporation, limited liability company, partnership or

other entity, each such other corporation, limited liability company, partnership or other entity

that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with, such corporation, limited liability company partnership or other

entity.

“Applicable Laws and Regulations”– shall mean all duly promulgated applicable federal, state

and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or

administrative orders, permits and other duly authorized actions of any Governmental Authority

having jurisdiction over the relevant Parties, their respective facilities, and/or the respective

services they provide.

“Contractor” – shall mean one or more persons or entities designated by either Party or its

Affiliates to provide or perform all or a portion of the supply of any work, services, labor,

supervision, equipment, data, materials or any other item related to the Interconnection Points

identified in this Agreement.

“Confidential Information” – shall mean information clearly designated or marked in writing as

confidential on the face of the document, or, if the information is conveyed orally or by

inspection, if the Party providing the information orally informs the Party receiving the

information that the information is confidential. If requested by any Party, the disclosing Party

shall provide in writing the basis for asserting that the information referred to warrants

confidential treatment. “Confidential Information” does not include any information which the

receiving Party can demonstrate (a) has become available to the public through no breach of this

Agreement; (b) was previously known by the receiving Party without any obligation to hold it in

confidence; (c) was received on a non-confidential basis from a third party free to disclose such

information without restriction; or (d) was independently developed by the receiving Party

without the use of Confidential Information of the disclosing Party.

“Due Diligence” – shall mean the exercise of commercially reasonable efforts consistent with

Good Utility Practice.

“Force Majeure” - shall mean any cause beyond the control of the affected Party, including but

not restricted to, acts of God, flood, drought, earthquake, storm, fire, lightning, epidemic, war,

riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, acts of

a public enemy or terrorist, explosions, orders, regulations or restrictions imposed by

governmental, military, or lawfully established civilian authorities, which, in any of the

foregoing cases, by exercise of Due Diligence such Party could not reasonably have been

expected to avoid, and which, by the exercise of due diligence, it has been unable to overcome.

Force Majeure does not include: (i) a failure of performance that is due to an affected Party’s

own negligence or intentional wrongdoing; (ii) any removable or remediable causes (other than

settlement of a strike or labor dispute) which an affected Party fails to remove or remedy within

a reasonable time; or (iii) economic hardship of an affected Party.

“Good Utility Practice”– shall mean 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 limited to the optimum practice,

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

acts generally accepted in the region; including those practices required by Section 215(a)(4) of

the Federal Power Act.

“Governmental Authority” – shall mean any federal, state, local or other governmental,

regulatory or administrative agency, court, commission, department, board, or other

governmental subdivision, legislature, rulemaking board, tribunal, arbitrating body, or other

governmental authority, having responsibility over the Parties, their respective facilities, or the

respective services they provide, and exercising or entitled to exercise any administrative,

executive, police, or taxing authority or power; provided, however, that such term does not

include either Party, nor any Affiliate thereof.

“Interconnection Point” – shall mean each point of electrical connection between the

Transmission System of one Party and the Transmission System of the other Party as set forth in

this Agreement.

“Metering Point” – shall mean each point at which the electrical energy flowing between the

Parties at an Interconnection Point is measured.

“Modification” – Any material new construction, additions, design changes or modifications

made to, or the abandonment, retirement, relocation or rearrangement of facilities.

“NERC” – shall mean the North American Electric Reliability Corporation or any successor or

other entity assuming or charged with similar responsibilities related to the operation and

reliability of the North American electric interconnected transmission grid and the electric

transmission facilities addressed in this Agreement, including with respect to each Party’s own

transmission facilities, any regional entity or other subordinate council of which the Parties are a

member.

“NERC Reliability Standards” – shall mean mandatory and enforceable requirements,

administered by NERC, approved by the FERC under Section 215 of the Federal Power Act, to

provide for reliable operation of the bulk-power system.

“Non-owning Party” – shall mean the Party that does not own certain facilities as delineated in

Appendix I to this Agreement.

“Owning Party” – shall mean the Party that owns certain facilities as delineated in Appendix I to

this Agreement.

“PJM Requirement” – shall mean any rule, charge, procedure, or other requirements of PJM,

including the PJM Tariff, applicable to FERC-jurisdictional service provided over the

Transmission System of either Party.

“PJM Tariff” – shall mean PJM’s Open Access Transmission Tariff as on file with FERC and in

effect.

“Reasonable Efforts” – shall mean, 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.

“Representatives” – means a Party’s Affiliates, and the Party’s and its Affiliates’ equity owners,

governing persons, officers, employees, advisors, attorneys, and prospective or actual lenders or

investors.

“Third Party Claim” – shall mean a claim, demand, cause of action or proceeding made or

brought by a Person that is not a Party or an Affiliate of a Party.