| 1. |
This Generation Interconnection Feasibility Study Agreement, dated as of , is entered into, by and between ("Interconnection Customer") and PJM Interconnection, L.L.C. ("Transmission Provider") pursuant to Part IV and Part VI of the PJM Interconnection, L.L.C. Open Access Transmission Tariff ("PJM Tariff"). Capitalized terms used in this agreement, unless otherwise indicated, shall have the meanings ascribed to them in the PJM Tariff.
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| 2. |
Pursuant to Section 36.1.01, 110.1, or 111.1, of the PJM Tariff, the Interconnection Customer has submitted an Interconnection Request and has paid the applicable initial
deposit to the Transmission Provider and the applicable non-refundable base deposit
for a proposed interconnection of a generation facility over 20 MW; or the applicable
initial deposit and the applicable non-refundable base deposit for a proposed interconnection of a generation facility 20 MW or less but greater than 2 MW, as applicable, to the Transmission Provider. |
| 3. |
Interconnection Customer requests interconnection to the Transmission System of a generating project with the following specifications.
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| 6. | The Interconnection Customer agrees to provide all information requested by the Transmission Provider necessary to complete the Generation Interconnection Feasibility Study. Subject to paragraph 7 of this Generation Interconnection Feasibility Study Agreement and to the extent required by Section 222 of the PJM Tariff, information provided pursuant to this Section 6 shall be and remain confidential. |
| 7. | Until completion of the Generation Interconnection Feasibility Study, the Transmission Provider shall keep confidential all information provided to it by the Interconnection Customer. Upon completion of the Generation Interconnection Feasibility Study, the study will be listed on the Transmission Provider's OASIS and, to the extent required by Commission regulations, will be made publicly available upon request, except that the identity of the Interconnection Customer shall remain confidential and will not be posted on the Transmission Provider's OASIS. |
| 8. | Interconnection Customer acknowledges that, consistent with the PJM Tariff, the Transmission Provider may contract with consultants, including the Transmission Owners, to provide services or expertise in the Generation Interconnection Feasibility Study process and that the Transmission Provider may disseminate information to the Transmission Owners. |
| 10. | In analyzing and preparing the Generation Interconnection Feasibility Study, the Transmission Provider, the Transmission Owner(s), and any other subcontractors employed by the Transmission Provider shall have to rely on information provided by the Interconnection Customer and possibly by third parties and may not have control over the accuracy of such information. Accordingly , NEITHER THE TRANSMISSION PROVIDER, THE TRANSMISSION OWNER(S), NOR ANY OTHER SUBCONTRACTORS EMPLOYED BY THE TRANSMISSION PROVIDER MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION, OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE ACCURACY, CONTENT, OR CONCLUSIONS OF THE FEASIBILITY STUDY. The Interconnection Customer acknowledges that it has not relied on any representations or warranties not specifically set forth herein and that no such representations or warranties have formed the basis of its bargain hereunder. Neither this Generation Interconnection Feasibility Study Agreement nor the Generation Interconnection Feasibility Study prepared hereunder is intended, nor shall either be interpreted, to constitute agreement by the Transmission Provider or the Transmission Owner(s) to provide any transmission or interconnection service to or on behalf of the Interconnection Customer either at this point in time or in the future. |
| 11. |
In no event will the Transmission Provider, Transmission Owner(s) or other subcontractors employed by the Transmission Provider be liable for indirect, special, incidental, punitive, or consequential damages of any kind including loss of profits, whether under this Generation Interconnection Feasibility Study Agreement or otherwise, even if the Transmission Provider, Transmission Owner(s), or other subcontractors employed by the Transmission Provider have been advised of the possibility of such a loss. Nor shall the Transmission Provider, Transmission Owner(s), or other subcontractors employed by the Transmission Provider be liable for any delay in delivery or of the non-performance or delay in performance of the Transmission Provider's obligations under this Generation Interconnection Feasibility Study Agreement.
Without limitation of the foregoing, the Interconnection Customer further agrees that Transmission Owner(s) and other subcontractors employed by the Transmission Provider to prepare or assist in the preparation of any Generation Interconnection Feasibility Study shall be deemed third party beneficiaries of this provision entitled "Disclaimer of Warranty/Limitation of Liability."
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| 12. | Any notice or request made to or by either party regarding this Generation Interconnection Feasibility Study Agreement shall be made to the representative of the other party as indicated below.
Transmission Provider
PJM Interconnection, L.L.C.
955 Jefferson Avenue
Valley Forge Corporate Center
Norristown, PA 19403-2497
Interconnection Customer
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| 13. | No waiver by either party of one or more defaults by the other in performance of any of the provisions of this Generation Interconnection Feasibility Study Agreement shall operate or be construed as a waiver of any other or further default or defaults, whether of a like or different character. |
| 14. | This Generation Interconnection Feasibility Study Agreement or any part thereof, may not be amended, modified, or waived other than by a writing signed by all parties hereto. |
| 15. | This Generation Interconnection Feasibility Study Agreement shall be binding upon the parties hereto, their heirs, executors, administrators, successors, and assigns. |
| 16. | Neither this Generation Interconnection Feasibility Study Agreement nor the Generation Interconnection Feasibility Study performed hereunder shall be construed as an application for service under Part II or Part III of the PJM Tariff. |
| 17. | The provisions of Part IV of the PJM Tariff are incorporated herein and made a part hereof. |
| 18. |
Governing Law, Regulatory Authority, and Rules
The validity, interpretation and enforcement of this Generation
Interconnection Feasibility Study Agreement and each of its provisions shall be
governed by the laws of the state of
(where the Point of Interconnection
is located), without regard to its conflicts of law principles.This Generation Interconnection Feasibility Study Agreement is subject to
all Applicable Laws and Regulations. Each
party expressly reserves the right to seek changes in, appeal, or otherwise contest
any laws, orders, or regulations of a Governmental Authority. |
| 19. |
No Third-Party Beneficiaries
This Generation Interconnection Feasibility Study Agreement
is not intended to and does not create rights, remedies, or benefits of any character
whatsoever in favor of any persons, corporations, associations, or entities other
than the parties, and the obligations herein assumed are solely for the use and
benefit of the parties, their successors in interest and where permitted, their
assigns. |
| 20. |
Multiple Counterparts
This Generation Interconnection Feasibility Study Agreement
may be executed in two or more counterparts, each of which is deemed an original
but all constitute one and the same instrument. |
| 21. |
No Partnership
This Generation Interconnection Feasibility Study Agreement
shall not be interpreted or construed to create an association, joint venture, agency
relationship, or partnership between the parties or to impose any partnership obligation
or partnership liability upon either party.
Neither party shall have any right, power or authority to enter into any agreement
or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other party. |
| 22. |
Severability
If any provision or portion of this Generation Interconnection
Feasibility Study Agreement shall for any reason be held or adjudged to be invalid
or illegal or unenforceable by any court of competent jurisdiction or other Governmental
Authority, (1) such portion or provision shall be deemed separate and independent,
(2) the parties shall negotiate in good faith to restore insofar as practicable
the benefits to each party that were affected by such ruling, and (3) the remainder
of this Generation Interconnection Feasibility Study Agreement shall remain in full
force and effect. |
| 23. |
Reservation of Rights
The Transmission Provider shall have the right to make
a unilateral filing with FERC to modify this Generation Interconnection Feasibility
Study Agreement with respect to any rates, terms and conditions, charges, classifications
of service, rule or regulation under section 205 or any other applicable provision
of the Federal Power Act and FERC's rules and regulations thereunder, and the Interconnection
Customer shall have the right to make a unilateral filing with FERC to modify this
Generation Interconnection Feasibility Study Agreement under any applicable provision
of the Federal Power Act and FERC's rules and regulations; provided that each party
shall have the right to protest any such filing by the other party and to participate
fully in any proceeding before FERC in which such modifications may be considered.
Nothing in this Generation Interconnection
Feasibility Study Agreement shall limit the rights of the parties or of FERC under
sections 205 or 206 of the Federal Power Act and FERC's rules and regulations, except
to the extent that the parties otherwise agree as provided herein. |
IN WITNESS WHEREOF, the Transmission Provider and the Interconnection Customer have caused this Generation Interconnection Feasibility Study Agreement to be executed by their respective authorized officials.
Transmission Provider : PJM Interconnection, L.L.C.