Ti	=	Interconnection Facilities and Metering
1.Ti	=	(a) Interconnection Facilities Agreement
1.0.sec	=	Seller shall negotiate in good faith and enter into an Interconnection Facilities Agreement that is reasonably acceptable to Power Business Line for the purposes and in accordance with the schedules set forth in this Section 5(a). Power Business Line shall diligently cooperate with Seller in these negotiations.
1.1.sec	=	(1) The Interconnection Facilities Agreement shall address and describe (i) the switching, metering, relaying, communications and safety equipment that will constitute the Interconnection Facilities, (ii) the processes, procedures for, and timing of the procurement, construction, testing and placement into operation of the Interconnection Facilities and their connection to the Point of Delivery, (iii) the billing and payment schedules for the construction, operation and maintenance of the Interconnection Facilities, (iv) the operating procedures and requirements of the Interconnection Facilities, including the requirements for the BPA Wind Turbines to be capable of immediate disconnection from the Point of Delivery in accordance with Good Utility Industry Practice(s) or in the event of Emergency, and (v) the terms, conditions and other requirements relating to the construction, operation and maintenance of the Interconnection Facilities. As between BPA and Seller, all expenses associated with the procurement, construction, installation and operation of the Interconnection Facilities shall be paid by Seller in accordance with the Interconnection Facilities Agreement.
1.2.sec	=	(2) It is an objective of this Agreement that the First Delivery Date occur no later than _________, provided that such date shall be extended day-for-day by any Force Majeure or any delay caused by Power Business Line. Seller shall give Power Business Line fifteen (15) calendar days written notice prior to the First Delivery Date. If the Completion Date occurs more than thirty (30) days after the First Delivery Date, irrespective of the occurrence of any Force Majeure and otherwise not due to the negligence or fault of BPA, then Seller shall reimburse BPA for payments made for transmission services for the period commencing on the day following the thirtieth (30th) day after the First Delivery Date and continuing until the Completion Date; provided that Power Business Line shall act in a commercially reasonable manner to minimize costs related to such transmission services.
1.	=	[G/Z/ol/s2]
2.Ti	=	(b) Delivery Arrangements Agreement
2.sec	=	Power Business Line shall enter into one or more agreements with the Transmission System Operator and/or with others that provide for the receipt of the Energy Output at the Point of Delivery and for the transmission and delivery of such Energy Output to points beyond the Point of Delivery (such agreements shall constitute the “Delivery Arrangements Agreement”). Power Business Line shall be solely responsible for negotiating, and maintaining during the term of this Agreement, the Delivery Arrangements Agreement. Seller shall diligently cooperate with Power Business Line in these negotiations.
3.Ti	=	(c) Other Provisions Related to Interconnection
3.1.Ti	=	(1) Access to Facility
3.1.sec	=	During the term of this Agreement, appropriate representatives of BPA shall at all reasonable times, including weekends and nights, and with reasonable prior notice, have access to the Facility, including the control room and the Interconnection Facilities, to read and maintain meters and to perform all inspections, maintenance, service, and operational reviews as may be appropriate to facilitate the performance of this Agreement. While at the Facility, such representatives shall observe such reasonable safety precautions as may be required by Seller and shall conduct themselves in a manner that will not interfere with the construction, operation or maintenance of the Facility.
3.2.Ti	=	(2) Metering Devices
3.2.1.sec	=	(i) All Metering Devices used to measure the Energy Output under this Agreement shall be subject to approval by BPA, owned by Seller, and installed in accordance with the Interconnection Facilities Agreement. Seller shall, at Seller’s expense, install communication equipment that allows BPA to read the Metering Devices from a remote location (such as BPA headquarters) at any time. Metering Devices shall be maintained directly by Seller or by agents or subcontractors directly under the Seller’s control or by the Transmission System Operator. All Metering Devices used to measure the Energy Output under this Agreement shall be sealed and the seal may be broken only when such Metering Devices are to be inspected, and tested and/or adjusted. The number, type, and location of such Metering Devices shall be specified in the Interconnection Facilities Agreement.
3.2.2.sec	=	(ii) All Metering Devices shall be maintained, calibrated, and tested in conformance with the policies of the Transmission System Operator and the terms of the Interconnection Facilities Agreement. Seller shall arrange to test the Metering Devices at least once per calendar year. BPA, at its own expense, may require that Seller initiate testing and inspection of the Metering Devices. Seller shall permit a representative of BPA to witness and verify such inspections and tests, provided, however, that BPA shall comply with all of the Seller’s safety standards. Seller shall provide BPA with copies of any periodic or special inspection or testing reports relating to the Metering Devices.
3.2.3.sec	=	(iii) BPA may elect to install and maintain, at its own expense, Metering Devices and data gathering and communication equipment used to monitor, record, or transmit data relating to the Energy Output from the BPA Wind Turbines. Seller shall arrange for a location within the Facility Substation control house accessible to Seller and BPA, for such data gathering and communication equipment that may be installed.
3.2.4.sec	=	(iv) Seller shall notify BPA within 48 hours of Seller receiving actual notice of any inaccuracy or defect in a Metering Device. Seller shall cause the Metering Devices to be adjusted, repaired, replaced, and/or recalibrated as near as practicable to a condition of zero error at the expense of Seller or the Party owning the defective or inaccurate device.
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3.3.Ti	=	(3) Adjustment for Inaccurate Meters
3.3.0.sec	=	If a Metering Device fails to register or is found upon testing to be inaccurate by more than a quarter of one percent (0.25%), an adjustment shall be made correcting all measurements by the inaccurate or defective Metering Device, for both the amount of the inaccuracy and the period of the inaccuracy, in the following manner:
3.3.1.sec	=	(i) In the event that the Metering Device is found to be defective or inaccurate and an adjustment factor for the Metering Device cannot be reliably calculated, the Parties shall use the measurements from BPA-owned meters if they have been installed, fully operational and calibrated pursuant to Section 5(c)(2). If BPA-owned meters have not been installed or, if installed, are not fully operational or calibrated, the Parties shall use production data from Seller’s Computer Monitoring System to determine the amount of such inaccuracy.
3.3.2.sec	=	(ii) In the event that Seller’s Computer Monitoring System is found to be inaccurate by more than two percent (2.0%), the Parties shall estimate the amount of the necessary adjustment using the site meteorological information for the period of the inaccuracy based upon deliveries of Energy Output from the BPA Wind Turbines during periods of similar operating conditions when the Metering Device was registering accurately. The adjustment shall be made for the period during which inaccurate measurements were made.
3.3.3.sec	=	(iii) In the event that the Parties cannot agree on the actual period during which the inaccurate measurements were made, the period during which the measurements are to be adjusted shall be the shorter of (1) the last one-half of the period from the last previous test of the Metering Device to the test that found the Metering Device to be defective or inaccurate, or (2) the 180- day period immediately preceding the test that found the Metering Device to be defective or inaccurate.
3.3.4.sec	=	(iv) To the extent that the adjustment period overlaps with a period of deliveries for which payment has already been made to Seller by BPA, BPA shall use the corrected measurements as determined in accordance with this Section to recalculate the amount due for the period of the inaccuracy and shall subtract the previous payments by BPA for such period from such recalculated amount. If the difference is a positive number, the difference shall be paid by BPA to Seller; if the difference is a negative number, that difference shall be paid by Seller to BPA, or at BPA’s discretion such difference may take the form of an offset to payments due Seller by BPA. Payment of such difference by the owing Party shall be made not later than thirty (30) days after the owing Party receives notice of the amount due, unless BPA elects payment via an offset.
3.3.	=	[G/Z/ol-i/s4]
3.	=	[G/Z/ol/3]
4.Ti	=	(4) Reliability Standards
4.sec	=	Seller shall operate the BPA Wind Turbines in a manner that complies with the operating requirements set forth in the Interconnection Facilities Agreement.
	=	[G/Z/ol-a/4]