September 28, Southwest Power Pool, Inc., Docket No. ER Prepared Rebuttal Testimony of L. Patrick Bourne

Transcription

1 September 28, 2016 PUBLC VERSON PROTECTED MATERALS REDACTED The Honorable Kimberly D. Bose Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, D.C Re: Southwest Power Pool, nc., Docket No. ER Prepared Rebuttal Testimony of L. Patrick Bourne Dear Secretary Bose: Pursuant to the procedural schedule adopted in this proceeding, Southwest Power Pool, nc. ( SPP ) hereby submits the Prepared Rebuttal Testimony and Exhibit of L. Patrick Bourne. SPP is submitting both Public and Protected/CE versions of the Testimony. Please contact the undersigned with any questions. Respectfully submitted, /s/ Carrie L. Bumgarner Carrie L. Bumgarner Matthew J. Binette WRGHT & TALSMAN, P.C G Street, N.W., Suite 600 Washington, D.C Phone: (202) Fax: (202) bumgarner@wrightlaw.com binette@wrightlaw.com Attorneys for Southwest Power Pool, nc.

2 PUBLC VERSON UNTED STATES OF AMERCA BEFORE THE FEDERAL ENERGY REGULATORY COMMSSON Southwest Power Pool, nc. ) ) ) Docket No. ER PREPARED REBUTTAL TESTMONY AND EXHBT OF L. PATRCK BOURNE DRECTOR, TRANSMSSON POLCY SOUTHWEST POWER POOL, NC. ON BEHALF OF SOUTHWEST POWER POOL, NC. SEPTEMBER 28, 2016

3 PUBLC VERSON UNTED STATES OF AMERCA BEFORE THE FEDERAL ENERGY REGULATORY COMMSSON Southwest Power Pool, nc. ) ) ) Docket No. ER SUMMARY OF PREPARED REBUTTAL TESTMONY OF L. PATRCK BOURNE DRECTOR, TRANSMSSON POLCY SOUTHWEST POWER POOL, NC. Mr. Bourne s rebuttal testimony responds to the contentions of Nebraska Public Power District ( NPPD ) witnesses Paul J. Malone (Exhibit No. NPP-8) and Randy Lindstrom (Exhibit No. NPP-22), as well as of Commission Trial Staff witness An Jou Jo Hsiung (Exhibit No. S-14), regarding SPP s application of its zonal placement criteria in the determination of the appropriate SPP zonal placement for the facilities of Tri-State Generation and Transmission Association, nc. ( Tri-State ). Mr. Bourne explains that, contrary to the claims of NPPD and Staff witnesses, SPP s application of its criteria is appropriate and SPP s zonal placement determination in this case was just and reasonable. Mr. Bourne first explains that Mr. Malone s and Mr. Lindstrom s arguments concerning the interconnection of Tri-State facilities with facilities not under the SPP Tariff and therefore not under SPP s functional control are irrelevant to the zonal placement of Tri-State s facilities within SPP, because (among other reason) SPP is not permitted to use such facilities to provide transmission service. He further explains that the purpose of the zonal placement criteria is to determine the most appropriate placement within the SPP footprint, by determining the integration of the new Transmission Owner s facilities with SPP facilities and SPP zones. Mr. Bourne then responds to the arguments of Mr. Malone and Ms. Hsiung regarding SPP s integration analysis. Specifically, Mr. Bourne explains that both Mr. Malone and Ms. Hsiung misunderstand the purpose of the integration analysis, which is to determine the most appropriate placement a new Transmission Owner s facilities within the existing SPP system. The level of integration is relevant, particularly when a new Transmission Owner has interconnections with more than one zone. Mr. Bourne further explains additional factors indicating integration, including whether the new Transmission Owner s facilities and the existing facilities in the zone are jointly planned i

4 PUBLC VERSON and are used interdependently to serve the respective loads of the new Transmission Owner and other load in the zone. Mr. Bourne explains that the Western Nebraska Transmission Agreement ( NETS Agreement ) between Tri-State and NPPD, under which Tri-State and NPPD have a long history of jointly planning and operating their transmission systems, in conjunction with the high number of interconnections between the Tri-State and NPPD facilities relative to other SPP zones, further demonstrates a high degree of integration that further supports the placement of Tri-State s facilities in Zone 17 as proper and appropriate. Mr. Bourne next responds to the NPPD and Staff witnesses claims concerning the integration of Tri-State s facilities with facilities in Zone 19, including showing that, contrary to NPPD s and Staff s witnesses, Tri-State shares several more direct interconnections with Zone 17 than it does with Zone 19. As he explains, both NPPD and Staff witnesses rely on indirect interconnections between Tri-State and Zone 19, including interconnections with facilities that are outside of the SPP region and through NPPD facilities that are in Zone 17. Mr. Bourne also rebuts Mr. Malone s claims regarding the commercial integration of Tri-State s facilities with those of Basin Electric Power Cooperative, explaining that SPP s zonal placement analysis focuses on transmission structure and that the location of Resources is not relevant, because loads in one zone are frequently served by Resources outside of that zone. The relevant question, Mr. Bourne notes, is the integration of the new Transmission Owner s transmission facilities with existing Transmission Owner facilities. Mr. Bourne also addresses NPPD witnesses claims concerning the NETS Agreement, which strongly supports the integration of Tri-State s facilities with facilities in Zone 17 and their attempts to downplay the agreement. As Mr. Bourne notes, key distinguishing characteristics of the NETS Agreement include the implementation of a Single-Entity Concept under which the system is treated as though it were owned by only one Party, as well as provisions requiring equalization payments to equalize Tri- State s and NPPD s respective investment in and use of the joint system. Mr. Bourne also compares the NETS Agreement to other coordinated transmission agreements that NPPD provided in discovery, and distinguishes the NETS Agreement from each of these other agreements. Mr. Bourne also explains that including Tri-State s facilities in Zone 17 not only is consistent with the longstanding coordinated planning, operation, and cost allocation under the NETS Agreement, but also avoids unintended transmission planning and cost allocation consequences that could occur when two systems that are so highly integrated and interdependent are placed into separate SPP pricing zones. Finally, Mr. Bourne refutes Mr. Lindstrom s assertions concerning the expansion of the SPP footprint resulting from Tri-State s integration by distinguishing prior instances in which SPP incorporated other Transmission Owners into SPP. The prior Transmission Owners that Mr. Lindstrom cites: (1) had much higher ATRRs at the time (2009) than Tri-State s ATRR is today; (2) each operated as separate, independent transmission systems and balancing authorities, unlike Tri-State, which is dependent on NPPD to serve its load and was part of the NPPD balancing authority prior to March 1, 2014; and (3) each served a significantly larger load than Tri-State serves today. Mr. ii

5 PUBLC VERSON Bourne also corrects, in response to Mr. Lindstrom, a prior error in his direct testimony that does not affect his zonal placement analysis or conclusions (Exhibit No. SPP-1). iii

6 PUBLC VERSON Exhibit No. SPP-3 Page 1 of 21 UNTED STATES OF AMERCA BEFORE THE FEDERAL ENERGY REGULATORY COMMSSON SOUTHWEST POWER POOL, NC. ) Docket No. ER PREPARED REBUTTAL TESTMONY OF L. PATRCK BOURNE. NTRODUCTON Q. PLEASE STATE YOUR NAME AND BUSNESS ADDRESS. A. My name is L. Patrick Bourne. My business address is 201 Worthen Drive, Little Rock, AR Q. HAVE YOU SUBMTTED TESTMONY PREVOUSLY N THS PROCEEDNG? A. Yes. On May 18, 2016, submitted prepared direct testimony in this proceeding (Exhibit No. SPP-1) on behalf of Southwest Power Pool, nc. ( SPP ). Q. ARE YOU ALSO SUBMTTNG THS REBUTTAL TESTMONY ON BEHALF OF SPP? A. Yes. Q. WHAT S THE PURPOSE OF YOUR REBUTTAL TESTMONY? A. The purpose of my rebuttal testimony is to address assertions by Nebraska Public Power District ( NPPD ) witnesses Paul J. Malone (Exhibit No. NPP-8) and Randy Lindstrom (Exhibit No. NPP-22), as well as Commission Trial Staff witness An Jou Jo Hsiung (Exhibit No. S-14), regarding SPP s application of its zonal placement criteria and the level of integration of Tri-State Generation and Transmission Association, nc. s ( Tri-State ) transmission facilities in SPP Zone

7 PUBLC VERSON Exhibit No. SPP-3 Page 2 of and to explain that, contrary to the claims of NPPD and Staff witnesses, SPP s application of the criteria are appropriate and SPP s zonal placement determination in this case was just and reasonable. Q. WLL YOU BE SPONSORNG ANY ADDTONAL EXHBTS? A. Yes, will be sponsoring, which includes four interconnection agreements provided by NPPD in discovery: the Amended and Restated nterconnection Agreement between Nebraska Public Power District and City of Lincoln ( Lincoln Agreement ); the nterconnection Agreement between Nebraska Public Power District and Midwest Energy, nc. and TC Great Plains, LLC and Southwest Power Pool, nc. ( Midwest-NPPD Agreement ); the nterconnection and nterchange Agreement between Nebraska Public Power District and Westar Energy, nc. ( Westar-NPPD Agreement ); and the Amended and Restated Nebraska Public Power District and City of Grand sland, Nebraska Electric nterconnection and nterchange Agreement ( Grand sland Agreement ).

8 PUBLC VERSON Exhibit No. SPP-3 Page 3 of 21. THE EXTENT OF NTERCONNECTONS OR NTEGRATON WTH FACLTES OUTSDE OF SPP S FUNCTONAL CONTROL S RRELEVANT TO DETERMNNG SPP ZONAL PLACEMENT Q. BOTH NPPD WTNESSES MR. MALONE AND MR. LNDSTROM DEVOTE A CONSDERABLE AMOUNT OF THER TESTMONY TO THE PROPOSTON THAT SPP SHOULD CONSDER TR-STATE S ALLEGED NTEGRATON WTH FACLTES NOT UNDER THE SPP TARFF N DETERMNNG ZONAL PLACEMENT N SPP. SEE EXHBT NOS. NPP-8 AT 16:4-18:21, NPP-22 AT 4:3-18. S THE CONSDERATON OF A NEW TRANSMSSON OWNER S NTEGRATON WTH FACTES OUTSDE OF SPP S FUNCTONAL CONTROL RELEVANT TO THE DETERMNATON OF ZONAL PLACEMENT N SPP? A. No. n determining a proposed zonal placement for a new SPP Transmission Owner, the relevant consideration is its relationship to existing SPP zones, not to facilities of other transmission owners outside of SPP. When determining zonal placement, SPP s consideration is whether a new Transmission Owner s transmission facilities are sufficiently integrated with an existing SPP zone to warrant placing them in a particular SPP zone. Consideration of the number of interconnections or level of integration between a new Transmission Owner s facilities with non-spp Open Access Transmission Tariff ( Tariff ) Facilities has no bearing on that determination, as it does not demonstrate interconnection or integration with the existing SPP system. Q. PLEASE EXPLAN FURTHER WHY THE NUMBER OF NTERCONNECTONS OR LEVEL OF NTEGRATON WTH NON-SPP TARFF FACLTES S RRELEVANT TO DETERMNNG THE APPROPRATE ZONAL PLACEMENT OF A NEW TRANSMSSON OWNER WTHN SPP. A. The point of the zonal placement analysis is to determine the appropriate placement of new transmission facilities within the existing SPP footprint, which

9 PUBLC VERSON Exhibit No. SPP-3 Page 4 of requires an assessment of, among other things, whether the new Transmission Owner s facilities are integrated with facilities that are under SPP functional control and under the SPP Tariff and where it makes the most sense within the SPP system to place the new Transmission Owner s facilities. SPP has no control over facilities that are not under its Tariff, and therefore it cannot provide service over such facilities, which is a hallmark of integration. For example, as Ms. Hsiung testifies, an important criterion in determining integration is whether the transmission provider is able to provide transmission service over the facilities in question. See Exhibit No. S-14 at 10:5-8, 13:5-8. Transmission facilities that are outside of SPP are not under the functional control of SPP and are not available for SPP s use in providing transmission service or administering market operations under the SPP Tariff. Accordingly, when analyzing the integration criterion for zonal placement, SPP considers the interconnections with, or other factors that illustrate integration with, existing SPP Transmission Owners. 27

10 PUBLC VERSON Exhibit No. SPP-3 Page 5 of Q. MR. MALONE ASSERTS N HS TESTMONY THAT SPP HAS OVEREMPHASZED THE RELATVE DEGREE OF NTEGRATON BETWEEN THE TR-STATE AND EXSTNG SPP ZONES AS THE DRVER N DETERMNNG ZONE PLACEMENT, AND THAT N HS VEW, THE FOCUS SHOULD BE ON WHETHER THE NEW TRANSMSSON OWNER S SGNFCANTLY NTEGRATED WTH EXSTNG SPP ZONES, PARTCULARLY N CASES AS HERE, WHERE THE NEW TRANSMSSON OWNER S SGNFCANTLY NTEGRATED WTH NOT ONLY TWO SPP ZONES, BUT WTH THE TRANSMSSON FACLTES THAT ARE NOT UNDER THE SPP TARFF. EXHBT NO. NPP-8 AT 14:17-20, 15:4-9. HOW DO YOU RESPOND? A. n determining a proposed zonal placement of a new Transmission Owner, the degree to which the new Transmission Owner s facilities are integrated with a particular existing Transmission Owner s facilities is an important criterion,

11 PUBLC VERSON Exhibit No. SPP-3 Page 6 of particularly where a new Transmission Owner may be interconnected with more than one existing SPP zone. The goal of applying the four criteria identified in my prepared direct testimony (Exhibit No. SPP-1 at 8:14-22) is to determine whether a new Transmission Owner s system is sufficiently large (as measured by the ATRR and expansion of footprint criteria) to warrant a separate zone and, if not, the most appropriate existing zone in which to include a new Transmission Owner s facilities and ATRR within SPP. This requires an evaluation of the new Transmission Owner s interconnections with the various SPP pricing zones and other relevant facts that demonstrate integration with, or dependence on, a particular SPP zone, not interconnections or integration with facilities not under SPP s control. Q. SMLARLY, COMMSSON TRAL STAFF WTNESS HSUNG ASSERTS THAT THERE ARE NO DEGREES OF NTEGRATON AND THAT WHLE YOU CAN DENTFY DFFERENT NDVDUAL NTERCONNECTONS AND PERHAPS CONCLUDE THAT A FACLTY HAS MORE NDVDUAL NTERCONNECTONS WTH ONE PARTCULAR SYSTEM THAN ANOTHER, THE EXSTENCE OF MORE NTERCONNECTONS DOES NOT SUGGEST MORE NTEGRATED. EXHBT NO. S-14 AT 16: DO YOU AGREE? A. No. think that Ms. Hsiung fails to recognize the purpose of SPP s zonal placement criteria, including the integration criteria, which is to determine the most appropriate placement for a new Transmission Owner within the existing SPP Transmission System. The extent of integration with a particular zone does matter and is important when determining into which zone a new Transmission 25 Owner s facilities and ATRR should be placed. t may be that a new Transmission Owner s facilities are interconnected with more than one zone and thus are considered integrated, but in order to determine the zone in which the

12 PUBLC VERSON Exhibit No. SPP-3 Page 7 of facilities are most appropriately included, it is necessary to evaluate the extent of integration between the new Transmission Owner and the various individual SPP zones. f a new Transmission Owner has more interconnections with one zone than with any other, and/or there are other facts, such as joint planning under an agreement like the NETS Agreement, then it is more appropriate to include the new Transmission Owner s facilities and ATRR in the zone with which there is a 7 higher degree of integration. n this case, SPP determined that Tri-State s facilities were more integrated with Zone 17 than with any other SPP zone because Tri-State s facilities have more direct interconnections with Zone 17 than with any other SPP zone, because the Tri-State facilities and existing Zone 17 facilities are used interdependently to serve the respective loads of Tri-State and other Zone 17 load, and because of the long history between NPPD and Tri-State regarding the joint planning and operation of their systems as a single, cohesive whole under the NETS Agreement. Thus, placement of the Tri-State facilities in Zone 17 is proper and appropriate.. TR-STATE S NTERCONNECTONS WTH ZONE 19 DO NOT SUPPORT PLACNG T N ZONE Q. MR. MALONE DSAGREES THAT TR-STATE S EMBEDDED N ZONE 17 BECAUSE HE CLAMS THAT TR-STATE HAS MORE TRANSMSSON NTERCONNECTONS WTH THE WESTERN-RMR AND THE NTEGRATED SYSTEM (.E., ZONE 19) THAN WTH NPPD. PLEASE RESPOND. A. disagree with Mr. Malone. As explained earlier, interconnections with systems outside SPP are irrelevant to determining SPP zonal placement. Therefore, the fact that Tri-State is interconnected to the Western-RMR facilities, over which SPP has no control, does not alter the fact that Tri-State has significant

13 PUBLC VERSON Exhibit No. SPP-3 Page 8 of interconnections with existing SPP Zone 17, and indeed has more direct interconnections with facilities in Zone 17 than with facilities in any other SPP zone, including Zone 19. Q. PLEASE EXPLAN WHY TR-STATE S TWO NTERCONNECTONS TO ZONE 19 DO NOT DEMONSTRATE NTEGRATON OR SUPPORT PLACEMENT OF TR-STATE NTO ZONE 19. A. As Mr. Sanders explains more fully in his prepared cross-answering testimony, and as concur (Exhibit No. WES-1 at 9:3-11:13), Tri-State s interconnections to Zone 19 are limited to two interconnections, and only one of these interconnections involves facilities that Tri-State has placed under the SPP Tariff. Any interconnection between a Tri-State facility that is not under SPP s functional control with a Zone 19 facility is irrelevant for the same reasons that interconnections with other transmission facilities outside of SPP s control are irrelevant (i.e., because they do not create a cohesive transmission system over which SPP can provide transmission service to customers). As Mr. Sanders and Ms. Steinbach demonstrate in their testimony, most of Tri-State s connections with Zone 19 are not direct interconnections, but instead are interconnections that rely on facilities owned by NPPD (which are in Zone 17) or with facilities that are outside of the SPP Tariff (Western-RMR facilities). n direct contrast, Tri-State has several direct interconnections with Zone 17 facilities. Q. MR. LNDSTROM DSAGREES WTH MR. STENBACH S CLAM THAT TR-STATE S FACLTES AT SDNEY AND STEGALL TECHNCALLY NTERCONNECT WTH ZONE 19 FACLTES, BUT THAT THEY SHOULD NOT BE CONSDERED PONTS OF NTERCONNECTON WTH ZONE 19 BECAUSE TR-STATE S FACLTES AT THOSE SUBSTATONS CANNOT NTERCONNECT WTH THE REMANDER OF THE TR-STATE SYSTEM WTHOUT USNG NPPD TRANSMSSON FACLTES. EXHBT NO. NPP-22 AT

14 PUBLC VERSON Exhibit No. SPP-3 Page 9 of :3-9:19. N YOUR PREPARED DRECT TESTMONY YOU MADE A SMLAR STATEMENT REGARDNG THE NECESSTY OF USNG THE NPPD TRANSMSSON FACLTES TO NTERCONNECT THE TR-STATE FACLTES. HOW DO YOU RESPOND? A. agree with Mr. Steinbach and not Mr. Lindstrom. Mr. Lindstrom disagrees with Mr. Steinbach because he asserts that the Sidney 230kV Substation owned by Tri- State is far from being isolated because it is significantly integrated with facilities in Zone 19 and facilities owned by the Western-RMR that interconnect directly to Tri-State s facilities at many points. Exhibit No. NPP-22 at 8: Mr. Lindstrom lists four points of interconnection: two are Western-RMR facilities over which SPP has no control, one is an NPPD facility, and one is an interconnection to the Missouri Basin Power Project. As these interconnections are minimal and two out of the four are not facilities under SPP control, they do not demonstrate integration with Zone 19. Moreover, Mr. Lindstrom s theory that the direct path delivery from the Sidney 345/230kV (Zone 19) nterconnection directly across the Sidney (Tri-State) 230kV bus onto the Sidney (Tri-State) 230/115kV Transformer and onto the Western-RMR 115kV line can be accommodated without the direct use of any of NPPD s owned transmission facilities (Exhibit No. NPP-22 at 9:4-9) misses a crucial fact. SPP does not have control over the Western-RMR facilities and therefore cannot provide service over those facilities to accommodate Tri-State. Reference to a facility that only can be accessed using non-spp Tariff facilities does not demonstrate integration with any SPP Zone. Likewise, Mr. Lindstrom s assertion that facilities owned by Tri-State at Stegall are tied directly to the Western-RMR Stegall 230kV Substation owned by Western-RMR (Exhibit No. NPP-22 at 9:9-12) fails to show

15 PUBLC VERSON Exhibit No. SPP-3 Page 10 of any integration with an SPP zone and fails to support NPPD s assertion that Tri- State is integrated with Zone 19. Q. MR. MALONE ASSERTS THAT PLACNG TR-STATE S TRANSMSSON FACLTES AND LOAD N THE SAME ZONE (.E., ZONE 19), AS TS GENERATON RESOURCES WOULD BE CONSSTENT WTH TR-STATE S LONGSTANDNG MEMBERSHP N AND COMMERCAL NTEGRATON WTH BASN ELECTRC. EXHBT NO. NPP-8 AT 18: HOW DO YOU RESPOND? A. Mr. Malone over-emphasizes the importance of what he refers to as commercial integration in determining the zonal placement of new Transmission Owners in SPP. n determining the proper zonal placement for a new Transmission Owner s transmission facilities and ATRR, SPP looks at the issue from a transmission structure perspective i.e., where the new transmission facilities best fit within the existing SPP zonal structure. n other words, what is the best scope and configuration for a transmission zone, once the facilities are added to the SPP 16 footprint. Load is often served from Resources that are not local or even connected to the transmission facilities that ultimately serve the load. Thus, the location of the Transmission Owner s Resources is not dispositive of the pricing zone into which a new Transmission Owner s transmission facilities should be placed or how its transmission facilities are integrated with other SPP Transmission Owners transmission facilities. n any event, the interconnections between Tri-State and NPPD s facilities and the longstanding coordination and joint planning of those two systems pursuant to the NETS Agreement is more indicative of the integration of two transmission systems than the location of Tri- State s Resources. Tri-State s past commercial arrangements with Basin Electric simply do not negate or trump the fact that the Tri-State transmission facilities are

16 PUBLC VERSON Exhibit No. SPP-3 Page 11 of most interconnected and integrated with the NPPD transmission facilities and thus should be placed in Zone 17. Q. MS. HSUNG CONCLUDES THAT TR-STATE S TRANSMSSON FACLTES LSTED N EXHBT NO. TS-7 COMPRSE AN NTEGRATED WHOLE WTH THE FACLTES N ZONE 19 BECAUSE, BY TRANSFERRNG FUNCTONAL CONTROL TO SPP, THE TRANSMSSON PROVDER S ABLE TO PROVDE TRANSMSSON SERVCE TO TSELF OR OTHER TRANSMSSON CUSTOMERS OVER THOSE FACLTES. EXHBT NO. S-14 AT 13:4-8. DO YOU AGREE WTH MS. HSUNG? A. No, do not. n conducting her analysis, Ms. Hsiung includes Western-RMR facilities that are not under SPP s functional control under the SPP Tariff. Ms. Hsiung is incorrect that SPP, as Transmission Provider, can provide transmission service to customers using facilities that are not under its functional control. SPP can only provide transmission service to customers using facilities that have been placed under its functional control under the SPP Tariff. Therefore, Ms. Hsiung s analysis of Tri-State s purported integration with Zone 19 is based on a flawed premise. As discuss above, and as Mr. Steinbach and Mr. Sanders discuss in more detail in their testimony, many of Ms. Hsiung s alleged interconnections between Tri-State s SPP transmission facilities and Zone 19 facilities are through either NPPD Zone 17 facilities or through non-spp transmission facilities. V. THE NETS AGREEMENT Q. MR. MALONE DSAGREES WTH YOUR RELANCE ON THE NETS AGREEMENT AS A FACTOR THAT SHOWS THE NTEGRATON OF THE TR-STATE AND NPPD SYSTEMS. HOW DO YOU RESPOND? A. Mr. Malone s only support for diminishing the importance of the NETS Agreement is that the NETS Agreement is not an uncommon agreement to govern the joint planning of facilities of two separate systems where their

17 PUBLC VERSON Exhibit No. SPP-3 Page 12 of facilities interconnect and are used to provide service in the same area. Exhibit No. NPP-8 at 23:1-3. Common or not, the NETS Agreement still demonstrates that Tri-State and NPPD have planned and operated their respective facilities as one system at least since 1984 when they entered into that agreement. ndeed, as Mr. Steinbach explains more fully in his prepared direct testimony, Tri-State and NPPD have a long history of collaboration on joint planning and operations their facilities dating back to 1975, when Tri-State and NPPD entered into a Memorandum of Agreement. See Exhibit No. TS-1 at 20:8-11. This long history of collaboration and joint planning and operation strongly supports SPP determination that the two systems are highly integrated. Q. SMLARLY, MR. LNDSTROM CLAMS THAT THE COORDNATED JONT PLANNNG BETWEEN NPPD AND TR-STATE WAS REALLY NO DFFERENT THAN THE COORDNATED JONT PLANNNG EFFORTS BETWEEN NPPD AND ALL OTHER NTERCONNECTED TRANSMSSON SYSTEMS AND THAT COORDNATED PLANNNG S A LONGSTANDNG BASC REQUREMENT OF ALL NTERCONNECTED SYSTEMS AND T S NOT UNQUE TO NETS. EXHBT NO. NPP-22 AT 11:3-11. HOW DO YOU RESPOND? A. disagree. As explain more fully below, the NETS Agreement provides for establishing a joint transmission system for the Parties mutual benefit and joint use. See NETS Agreement Recitals. Further, Article, Section 1.01 of the NETS Agreement provides as follows: The objective of this Agreement is to provide for planning, constructing, operating, and maintaining an integrated, interconnected, adequate, and reliable joint electric power transmission system to serve the Parties customers in Western Nebraska and to provide for fair and equitable allocation of costs and benefits of such system. This is not your typical arrangement between two transmission systems as Mr. Lindstrom implies.

18 PUBLC VERSON Exhibit No. SPP-3 Page 13 of much. NPPD s agreements with other transmission systems demonstrate as n response to a data request from Tri-State requesting all other agreements to which NPPD is a party that govern the joint planning of facilities of two separate systems, (Data Request TS-NPPD 1.20), NPPD produced four agreements. These agreements are attached to my rebuttal testimony as Exhibit No. SPP-4. These agreements do not provide for the joint planning of the parties overall transmission systems or call for an equalization payment if the ratio of one party s usage of the joint facilities to the sum of both parties use of the facilities exceeds that party s share of the expenses of the facilities, which is a key distinguishing feature of the NETS Agreement. Rather, they only provide for the necessary coordination at the seam i.e., where the systems are interconnected. n my view, the four interconnection agreements provided by NPPD are not similar to the NETS Agreement and do not show the level of integration between NPPD and the parties to those agreements like the NETS Agreement demonstrates between NPPD and Tri-State. Q. PLEASE EXPLAN THE DFFERENCES BETWEEN THE NETS AGREEMENT AND THE AGREEMENTS PROVDED BY NPPD THAT ARE ATTACHED N EXHBT NO. SPP-4. A. Based on my review of the agreements, the NETS Agreement is very different from the other four agreements proffered by NPPD. The NETS Agreement was executed in 1984 and replaced not only an interconnection agreement, but an existing memorandum of agreement providing for coordinated planning for the 23 expansion of the high-voltage transmission system in western Nebraska. n 24 keeping with that predecessor agreement, the NETS Agreement provides for

19 PUBLC VERSON Exhibit No. SPP-3 Page 14 of establishing a joint transmission system for the Parties mutual benefit and joint use (NETS Agreement Recitals) and specifies that joint transmission planning is to be performed using the Single-Entity Concept under which the system is treated as though it were owned by only one Party (NETS Agreement 3.09). The NETS Agreement includes as Exhibit B a catalog of the facilities making up the joint NETS system and as Exhibit C transmission planning and design criteria for that joint system. n contrast, three of the other agreements NPPD produced in discovery, including the Lincoln Agreement, Midwest-NPPD Agreement, and the Westar- NPPD Agreement, provide only for coordination of modifications to the facilities at the points of interconnection between the parties i.e., at the seams between the parties and only require mutual agreement to the extent that such modifications may affect the other party. The fourth agreement NPPD produced, the Grand sland Agreement, provides for joint transmission planning, but only in and around the Grand sland chartered service area. Grand sland Agreement 5.12, at 101. n short, these other agreements address only the seams between the parties systems, and three of the four other agreements provide only for coordination, not joint planning. None of these other agreements is comparable to the NETS Agreement, which creates a joint Single-Entity Concept transmission system and provides for comprehensive joint planning of that joint system. The other distinctive feature of the NETS Agreement as compared to the other four agreements is the provision for equalizing the parties investment in

20 PUBLC VERSON Exhibit No. SPP-3 Page 15 of and benefit from the combined NETS system through Annual Equalization Payments. NETS Agreement, Article. The other agreements provide only for payment for construction of facilities as billed and specify that any other services will be paid for under other tariffs or agreements (the Westar-NPPD Agreement and the Midwest-NPPD Agreement), payment for energy and credits for particular City facilities that NPPD uses (the Lincoln Agreement), or payment for 7 power, energy, and planning services (the Grand sland Agreement). These payments for specified construction and services are very different from the NETS Agreement s comprehensive allocation of costs consistent with benefits and use through equalization payment. Q. WHAT ELSE ABOUT THE CRCUMSTANCES OF THE NETS AGREEMENT DEMONSTRATES NTEGRATON BETWEEN THE TR- STATE AND NPPD TRANSMSSON SYSTEMS? A. The NPPD facilities included under the NETS Agreement listed in Exhibit B (Revision No. l) to that agreement were transferred to SPP s functional control. See Docket No. ER Since SPP incorporated the NPPD facilities in Zone 17 into SPP on April 1, 2009, NPPD has continued to depend upon the entire NETS system, including NPPD s rights to use the Tri-State facilities under 19 the NETS Agreement, to serve it load. t is significant that NPPD sought 20 grandfathered treatment for the NETS Agreement when it joined SPP, to ensure 21 continued use by Tri-State and NPPD of the combined NETS system. The integration of Tri-State s facilities into Zone 17 thus creates a coherent zone as it will contain the NETS Agreement facilities of both NPPD and Tri-State. As explain more fully later, because NPPD and Tri-State have a long history of joint

21 PUBLC VERSON Exhibit No. SPP-3 Page 16 of planning, including them in the same zone would alleviate planning and cost allocation issues that could occur under SPP s planning process if they were in different zones. V. THE NCLUSON OF TR-STATE FACLTES DOES NOT SGNFCANTLY EXPAND THE SPP FOOTPRNT Q. NPPD WTNESS MR. LNDSTROM DSAGREES THAT THE NCLUSON OF THE TR-STATE FACLTES ONLY MNMALLY NCREASES THE SPP FOOTPRNT. EXHBT NO. NPP-22 AT 11: HOW DO YOU RESPOND? A. Mr. Lindstrom s basis for his disagreement is that the expansion of the SPP footprint as a result of Tri-State inclusion by more than 300 Circuit Miles and 22,000 square miles is significant when compared to other recent SPP footprint expansions (Exhibit No. NPP-22 at 11:17-18) fails to consider important factors that distinguish Tri-State s incorporation into SPP from the other expansions to which he refers. Q. PLEASE EXPLAN. A. Mr. Lindstrom points to Lincoln Electric System ( LES ) and Omaha Public Power District ( OPPD ) as examples of other new Transmission Owners that were placed in their own zones but with less circuit miles and square miles than Tri-State. While that is true, there are factors that distinguish LES and OPPD from Tri-State. First, in 2009 when OPPD and LES joined SPP, they each had an ATRR that was much higher than Tri-State s ATRR is today and significantly larger than the smallest zonal ATRR at the time (i.e., $4.2 million for the Midwest Energy, nc. zone). Second, each of these Transmission Owners operated as separate, independent transmission systems and balancing authorities, unlike Tri-

22 PUBLC VERSON Exhibit No. SPP-3 Page 17 of State, which is dependent on NPPD to serve its load and was part of the NPPD balancing authority until the launch of the ntegrated Marketplace on March 1, 2014, when all of the separate balancing authorities were consolidated into the SPP balancing authority (at which point the Tri-State facilities in question became part of the SPP balancing authority along with the rest of the NPPD balancing authority). Third, both LES and OPPD served a significantly larger load than Tri- State serves today. For example, load in the LES Zone (the smallest of the three Nebraska zones) is MW, compared to Tri-State s average MW/month load. V. OTHER SSUES Q. MR. MALONE STATES N HS TESTMONY THE FOLLOWNG: AS MADE CLEAR BY SPP N A DSCOVERY RESPONSE ATTACHED AS EXHBT NO. NPP-14, T WOULD NOT CHANGE THE WAY SPP OPERATES TS TRANSMSSON SYSTEM F TR-STATE S PLACED N A SEPARATE ZONE OR N ZONE 19. EXHBTNO. NPP-8 AT 16:1-3. ARE THERE OTHER CONSDERATONS N ADDTON TO OPERATONAL CONCERNS WHEN PLACNG A NEW TRANSMSSON OWNER N TS OWN SEPARATE ZONE? A. Yes. Placing Tri-State or any other new Transmission Owner in an existing zone with no regard for SPP s zonal placement criteria can result in cost allocation and planning issues. For example, if a new Transmission Owner s facilities are highly integrated with another Transmission Owner s facilities (such as Tri-State s and NPPD s) and SPP s transmission planning process determines that a reliability violation on one owner s system may require upgrades to the other s system load in one zone may be allocated all of the costs of upgrades to address a reliability violation in the other zone if both systems are in separate zones. Specifically, under SPP s Highway/Byway cost allocation methodology, the costs of smaller,

23 PUBLC VERSON Exhibit No. SPP-3 Page 18 of local facilities are allocated entirely to the individual host transmission pricing zone, the costs of larger facilities that serve both local and regional uses are allocated primarily to the host zone with a portion (1/3) allocated on a regional basis, and the costs of large-scale regional extra high voltage facilities are allocated 100% across the region on a postage-stamp basis. f SPP s planning process determines that a reliability violation on one owner s system would best be addressed by an upgrade to the other owner s system, the costs of the transmission facility could be allocated entirely or primarily to the zone in which the transmission facility is located rather than the zone causing the reliability issue. This particularly may be the case when the respective systems have a history of joint planning and operation such as the history of Single-Entity Concept planning and operation in which Tri-State and NPPD historically 13 engaged under the NETS Agreement and its predecessor. SPP s criteria are designed to examine, among other things, the level of integration between an existing transmission pricing zone and a new Transmission Owner s system to promote the placement of a new Transmission Owner in a manner that aims to avoid this possible transmission planning and cost allocation issue. Q. MR. LNDSTROM NOTES N HS TESTMONY (EXHBT NO. NPP-22 AT 6:5-6) THAT YOU NDCATED THAT THERE ARE FVE DRECT NTERCONNECTONS BETWEEN NPPD AND TR-STATE BUT THAT YOU LST ENDERS TWCE, AND DO NOT DENTFY THE SDNEY SUBSTATON. S THS CORRECT? A. Yes. n my prepared direct testimony, indicated that Tri-State was directly interconnected with NPPD s facilities at five locations, but inadvertently listed the Enders 115kV Substation twice. Exhibit No. SPP-1 at 12:22-13:2. Mr.

24 PUBLC VERSON Exhibit No. SPP-3 Page 19 of 21 1 Lindstrom is correct that the fifth location should have been identified as the 2 Sidney 230kV Substation. This correction does not alter or impact my zonal placement analysis or conclusion with regard the proposed placement of Tri-State in Zone 17. Q. DOES THS CONCLUDE YOUR TESTMONY? A. Yes

25 PUBLC VERSON Exhibit No. SPP-3 Page 20 of 21 APPENDX A Exhibit ndex Exhibit Description No. SPP-3 Prepared Rebuttal Testimony of L. Patrick Bourne Director, Transmission Policy Southwest Power Pool, nc. SPP-4 Lincoln Agreement, Midwest- NPPD Agreement, Westar-NPPD Agreement, and Grand sland Agreement Date dentified Admitted or Rejected Date Protected or CE Protected No

26

27 Page 1 of 118 CRF # 96 L22 50 AMENDED AND RESTATED NTERCONNECTON AGREEMENT between NEBRASKA PUBLC POWER DSTRCT and CTY OF LNCOLN

28 Page 2 of 118 TABLE OF CONTENTS Article Subject Page Witnesseth 1 Term of Agreement 2 Service Conditions and Limitations 2 General Terms and Conditions 3 V Points of nterconnection 5 V Measurement of Electric Power and Energy 6 V Operation of nterconnections 8 V Scheduling Deliveries of Electric Power and Energy 9 V Balancing Authority Area Service 10 X Utility Responsibility 11 X Operating Reserve 11 X Billings and Payments 11 X Operating Committee 12 X Power Factor Adjustment and Balancing of Loads 14 XV Service Schedules 14 XV Uncontrollable Forces 16 XV Captions 17 XV Waivers 17 XV Notices 17 XX Successors, Legal Representatives or Assigns 18 XX Governing Law 18 XX Dispute Resolution 18 XX Authority to Execute Agreement 18 Attachments: Service Schedules No.4, 9,10, & 12 Exhibit A - nterconnected Facilities - Points of nterconnection, Measurement, Ownership and Responsibilities

29 Page 3 of 118 CRF # 96-L22050 AMENDED AND RESTATED NTERCONNECTON AGREEMENT between NEBRASKA PUBLC POWER DSTRCT and CTY OF LNCOLN This Amended and Restated nterconnection Agreement, hereinafter called the "Agreement", is made and entered into effective ll\~'c-~ ~-!.!:., 2013 by and between the Nebraska Public Power District, a public corporation and political subdivision of the State of Nebraska, hereinafter referred to as "NPPD", and the City of Lincoln, a municipal corporation of the State of Nebraska, operating as the Lincoln Electric System, hereinafter referred to as the "LES". NPPD and LES, respectively being sometimes hereinafter referred to individually as "Party" or collectively as "Parties". The effective date of this Agreement shall remain June 26, WHEREAS, NPPD has the power and authority to own, acquire, construct and operate electric generating facilities, transmission, subtransmission and distribution systems, and is engaged in the generation, transmission, distribution and sale of electric power and energy, and is empowered to enter into contracts for any such purpose with any person, firm, corporation, state or any body, politic or corporate; and WHEREAS, LES has the power and authority to own, acquire, construct and operate 'electric generating facilities, transmission, subtransmission and distribution systems, and is engaged in the generation, transmission, distribution and sale of electric power and energy, and is empowered to enter into contracts for any such purpose with any person, firm, corporation, state or any body, politic or corporate; and WHEREAS, NPPD and LES are members of the Southwest Power Pool (SPP) and have transferred functional control of the operation of their respective systems to SPP which is responsible for providing electric transmission and interconnection service on the electric transmission facilities under its functional control; and WHEREAS, the transmission systems of NPPD and LES are presently interconnected; and WHEREAS, NPPD and LES have certain obligations imposed by the North American Electric Reliability Corporation (NERC) or the applicable NERC regional entity. 1

30 Page 4 of 118 WHEREAS, NPPD and LES may from time to time receive power and energy from or deliver power and energy to each other or other parties not signatory to this Agreement, and NPPD's and LES's electric system is used for the transmission of power and energy received from or delivered to each other and such other parties, and WHEREAS, NPPD and LES wish to set forth the criteria governing the interconnected operation of their respective electric systems and the interchange of power and energy associated with said interconnected operation, and WHEREAS, LES and NPPD have mutual interests in the integrity of the interconnected facilities, and WHEREAS, an interconnection agreement will provide mutual benefits to the systems of LES and NPPD, to the regions served, and to the public interests generally, among such benefits being more effective and mutually economical use of generating facilities, further economies in production of electric energy, and assurance of service in emergencies; NOW, THEREFORE, in consideration of the covenants of each of the Parties hereto, it is hereby agreed as follows: ARTCLE TERM OF AGREEMENT 1.01 This Amended and Restated Agreement shall become effective on the date first above written and shall remain in effect until January 1, 2037, or for the term of any service schedule hereunder, whichever is longer, and thereafter, from year to year unless terminated by either Party giving four (4) years written notice to the other Party of its desire to terminate the Agreement. ARTCLE SERVCE CONDTONS AND LMTATONS 2.01 The systems of the Parties shall be operated interconnected continuously under normal system conditions, and the Parties shall cooperate in keeping the frequency of said interconnected systems at sixty (60) Hertz, or as close thereto as is practicable, and in maintaining mutually satisfactory voltage levels The systems of the Parties shall normally be so maintained and operated as to minimize, in accordance with Prudent Utility Practices, the likelihood of a 2

31 Page 5 of 118 disturbance originating in the system of one Party causing impairment to the service of the system of the other Party or of any other system with which the systems of the Parties are interconnected The initial Service Schedules executed simultaneously herewith and attached hereto shall continue in force and effect for the terms fixed therein in accordance with their respective terms and conditions, unless otherwise modified or terminated by agreement of the Parties. Since the services to be rendered by the Parties under this Agreement may vary during the term hereof, and since the provisions, arrangements, and the rates and charges applicable to such services must depend upon the conditions from time to time existing, (1) any change in the provisions, arrangements, terms, conditions, and the rates and charges applicable thereto in any Service Schedule now or hereafter attached to this Agreement, or (2) service schedules for additional services, will be set forth in written service schedules from time to time formulated in good faith between the Parties, which service schedules when executed by the Parties shall become part of this Agreement t is recognized that the systems of the Parties are now or may hereafter be interconnected with other systems and that other agreements for interconnection, mutual assistance, pooling, power supply and transmission service may exist or may be entered into between the Parties or between one Party and another electric system. t is understood that the Parties intend to assist each other to the maximum extent of their capabilities, but it is recognized that such other agreements may limit the capabilities available for assistance hereunder. ARTCLE GENERAL TERMS AND CONDTONS 3.01 The Parties acknowledge that the Federal Energy Regulatory Commission (FERC), NERC, and the applicable NERC regional entity shall establish, monitor and enforce compliance with the bulk electric system reliability standards, and that transmission facilities described in this Agreement are subject to compliance with those standards. The Parties agree to comply with the approved reliability standards issued by NERC or the applicable NERC regional entity, as they may be revised from time to time. NERC has developed a Compliance Monitoring and Enforcement Program (Program) that will be implemented and enforced by the applicable NERC regional entity, and it is the obligation of each Party that owns and/or operates transmission facilities to be responsible for conformity to this Program and all other applicable NERC standards. The Party that is the transmission facility owner shall submit any required reports to NERC or: the applicable NERC regional entity, and be responsible to remedy any violations of the standards, and pay any associated fines, penalties, or assessments due to failure to meet such requirements. 3

32 Page 6 of 118 The Parties shall keep records as may be needed to afford a history of all transactions covered by this Amended and Restated nterconnection Agreement. The originals of all such records shall be retained in accordance with applicable law. Copies shall be delivered to the other Party upon reasonable request. f, during the term of this Agreement, NERC is terminated or no longer exists, and should NERC not be replaced by a similar organization performing a like function, the NERC criteria, procedures, terms conditions, and the like applicable to this Agreement in effect at the time of such termination, shall remain in full force and effect until such time as revisions or substitutions are mutually agreed upon by the Parties. The foregoing shall also apply, whether or not LES or NPPD, respectively, is a member of NERC or such similar organization As members of SPP; a regional transmission organization, which includes a reserve sharing pool and energy market that administers the provision of open access transmission service on a regional basis across the transmission facilities, the Parties have placed their transmission facilities under the SPP Open Access Transmission Tariff (OATT) and shall be obligated to follow SPP Criteria. SPP Criteria shall be the SPP document, including any revisions made by SPP or criteria that may replace it, which presents the characteristics of a well-planned bulk power electric system and describes the basis for model testing and lists the reliability and adequacy tests to be used to evaluate the performance of the SPP bulk electric system, and describes coordinated operating procedures necessary to maintain a reliable and efficient electric system. The Parties agree that reference to SPP within this Agreement shall apply to SPP or any successor organization(s). f for any reason any Party's membership in SPP or its successor organization(s) is terminated or changes, the Parties agree to negotiate such changes to this Agreement as are required and appropriate Each Party shall maintain utility responsibility for its own load, plus reserves and operate and maintain its system in a manner consistent with Prudent Utility Practices and SPP requirements. Each Party agrees to comply with criteria, procedures, terms, conditions, and any other rules imposed on them by entities identified in Section t is the obligation of each Party to be individually responsible for compliance with reliability requirements and any associated fines, penalties, mitigation costs or assessments due to failure to meet such requirements-; Prudent Utility Practices at a particular time means any of the practices, methods and acts which, in the exercise of reasonable judgment in the light of the facts 4

33 Page 7 of 118 (including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the electrical utility industry prior thereto) known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. n applying the standard of Prudent Utility Practice to any matter under this Agreement, equitable consideration should be given to the circumstances, requirements and obligations of each of the Parties and there shall be taken into consideration the fact that NPPD, a political subdivision of the State of Nebraska and LES, a municipal corporation, both with prescribed statutory powers, duties and responsibilities. t is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods, or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and expedition. Prudent Utility Practice includes due regard for manufacturers' warranties and the requirements of any governmental agency having jurisdiction. ARTCLE V PONTS OF NTERCONNECTON 4.01 The Points of nterconnection between the electric systems of the Parties shall be where the electric system of LES interconnects with the electric system of NPPD. For dentification Purposes executed simultaneously herewith are identified in Exhibit A which is attached hereto and incorporated by reference. Such Points of nterconnection shall be the Points of Delivery between the Parties. All facilities furnished and installed by either Party, except as otherwise specified in Exhibit A, are the property of that Party and all interconnected facilities shall remain in operation unless otherwise agreed between the Parties. Operation, maintenance, repair, replacement, modification, and removal of these facilities are the responsibility of the providing Party, unless otherwise specified in Exhibit A t is recognized that the Points of nterconnection between the Parties may be changed from time to time. At such time as Points of nterconnection between the Parties are revised, added, or deleted, a revised Exhibit A shall be prepared and executed by the Parties and substituted herein & for the superseded Exhibit A Each Party agrees to provide the other with reasonable access by qualified personnel to properties and local records to enable the other Party to maintain its own facilities in a manner consistent with Good Utility Practice. Each Party has the right to access all of its own equipment identified in Exhibit A located on the property of the other. Each Party shall provide to the other Party the opportunity for prescheduled 5

34 Page 8 of 118 escorted access to enable the other Party to access any jointly operated facilities for which it has operational control The Parties agree to plan, design, install, and maintain systems of protective devices in accordance with Good Utility Practice. The Parties agree to share information relating to protective device systems including, but not limited to, system data and impedances, protection settings, drawings, operation and maintenance manuals and test records for all protective equipment and functionality associated with each interconnection point. The Parties shall test their respective relay systems for correct calibration and operation in accordance with each Party's respective relay maintenance schedule. Parties shall coordinate design, installation, operation, and testing of relaying schemes to insure that such protective devices operate in a coordinated manner so as to not cause adverse operating conditions on the other Party's system. ARTCLE V MEASUREMENT OF ELECTRC POWER AND ENERGY 5.01 Each Party shall be entitled to install metering and telemetering equipment at its own expense and shall be installed in accordance with SPP contractual requirements at the Point(s) of nterconnect. The electric power and energy delivered through the Point(s) of nterconnection shall be measured by four quadrant electric meters that record on fifteen minute intervals capable of producing reports for the Point(s) of Measurement identified on Exhibit A. NPPD shall provide or cause to be provided complete metering equipment, including instrument transformers of revenue metering accuracy, at or near Point(s) of nterconnection located at substation facilities owned by NPPD. NPPD shall permit LES to utilize available metered quantities for the purpose of telemetering said quantities as required for LES's operations. LES shall be responsible for installation, ownership, operation and maintenance of all facilities necessary to interface and transmit information concerning said quantities to other locations as required for LES's operations, provided that such installation, operation and maintenance is performed under the supervision of authorized NPPD personnel. LES shall provide or cause to be provided complete metering equipment, including instrument transformers of revenue metering accuracy, at Points of nterconnection located at substation facilities owned by LES. LES shall permit NPPD to utilize available metered quantities for the purpose of telemetering said quantities as required by for NPPD's operations. NPPD shall be responsible for installation, ownership, operation and maintenance of all facilities necessary to interface and transmit information concerning said quantities to other locations as required for NPPD's operations, 6

35 Page 9 of 118 provided that such installation, operation and maintenance is performed under the supervision of authorized LES personnel. Where Points of nterconnection are not located at a substation, the Parties shall mutually agree on the location of the metering equipment which shall be owned and maintained by the Party owning the facility where the metering equipment is to be installed. The Parties shall agree in good faith upon the metering equipment to be installed prior to installation of such equipment. Both Parties hereby grant to the other the right to install and maintain the necessary equipment in the substation of the other Party necessary for LES or NPPD to perform its functions under this Agreement and grant ingress and egress to the other Party to install, remove or maintain such equipment. Each Party shall coordinate such activities through the other Party's system control center All metering equipment required for the purposes of this Agreement shall be maintained by the owner in accordance with Prudent Utility Practices The aforesaid metering equipment shall be tested in accordance with applicable SPP requirements and at such other times as the owner elects. The expense involved in such tests shall be borne by the Party owning the metering equipment. On written request of either Party, special tests shall be made at reasonable intervals. n the event such test discloses an inaccuracy in excess of one (1) percent the cost of such test shall be borne by the owner of such metering equipment, and if such test discloses an inaccuracy of one (1) percent or less the cost of such test shall be borne by the requesting Party. Either Party shall afford opportunity to representatives of the other Party to be present at all regular or special tests, if desired. All meters shall be kept under seal, such seals to be broken only when the meters are to be tested or adjusted f any test of metering equipment discloses an inaccuracy exceeding one (1) percent, the Parties shall be promptly notified and the accounts between the Parties for service supplied shall be adjusted in accordance with this Section. Such correction and adjustment shall be made from the date the meter became inaccurate, if known; if this cannot be determined, then such adjustment shall be made for the previous month, or from the date of the latest test if within the previous month and for the elapsed period in the mo'nth during which the test was made. Should any metering equipment at any time fail to register or should the registration thereof be so erratic as to be meaningless, the power and energy transmitted shall be determined by the Parties from the best available data pursuant to procedures developed and approved by the Operating Committee, as defined in Article X. 7

36 Page 10 of As promptly as practicable after the end of each month, each Party shall furnish to the other appropriate data from meter registrations and from other sources in such detail and with such segregations and on such time periods as are established by the Operating Committee, when such data is needed for billings, settlements, special tests, operating records, or for other purposes consistent with the objectives hereof Each Point of Metering established and adjustment to meter readings to be used to record the power and energy delivered between the Parties under this Agreement are identified on Exhibit A which is attached hereto and incorporated by reference. t is recognized that the Points of Metering of the Parties may be changed from time to time. At such time as Points of Metering of the Parties are revised, added or deleted, a revised Exhibit A shall be prepared and executed by the Parties and substituted herein for the superseded Exhibit A. Should the Point of Metering be located at other than the Point of nterconnection, the Parties shall agree upon appropriate adjustments, if any, to be made to the recorded quantities of power and energy to adjust such quantities for losses to the Point of nterconnection. ARTCLE V OPERATON OF NTERCONNECTONS 6.01 t is recognized that the systems of NPPD and LES will operate interconnected with each other. t is also recognized that the respective systems will also operate interconnected with other adjacent systems and that at times power and energy scheduled for delivery between any two of such interconnected systems may not flow directly from the supplier thereof to the purchaser thereof over the intended route through the transmission systems of the supplier and purchaser but may result in inadverteflt flows through other systems. All power and energy transactions between interconnected systems shall be scheduled in advance, and it will be the responsibility of each Party involved in such transactions 'to control, or provide for the control of its system, so as to maintain as close as practicable the net power and energy flows into and out of its system equal to the net scheduled amounts nasmuch as the systems of LES and NPPD will both operate interconnected with other systems and at times a portion of the power and energy scheduled for delivery between any two of the interconnected systems may actually flow through another electric system not owned by a Party to this Agreement, the portion of scheduled power flowing through such other system will be considered as having been delivered by the supplying Party the same as though the entire scheduled amount had been delivered through the Point(s) of nterconnection between the Parties t is recognized by the Parties that the construction of new high voltage transmission lines or generation plants by either Party may impact the system of the 8

37 Page 11 of 118 other Party. Each Party shall in developing its plans for such facilities perform such studies as are reasonably necessary to determine whether the construction and operation of the facilities will adversely affect the reliability or degrade the other Party's system, and if such studies determine that the construction and operation will adversely affect the reliability or degrade the other Party's system then such action shall not be taken without the written consent of the affected Party. Results of any such studies will be made available to the other Party on request. Should the other Party feel additional studies are needed, the Parties will conduct joint engineering studies to determine the extent to which such other Party may be adversely impacted and the alternatives available; The criteria for any studies by the Party proposing construction or for the joint studies shall not be more stringent than the then existing SPP Criteria (or such criteria as may replace it), absent agreement of the parties. t is recognized that through the parties' joint participation in the SPP Planning and Tariff processes and the sub-regional local area planning processes, that the mutual consent to approval for projects coming from these processes is fulfilled. Any project assigned to NPPD or LES that has a SPP Board approved Notification To Construct (NTC) does not require any further written consent by either party The Parties will cooperate with each other and with other interconnected systems in the establishment of arrangements which may be necessary to relieve any hardship arising from inadvertent flows through the systems of the Parties caused by power and energy transactions scheduled between utilities not a party to this Agreement. n the event that the Parties are unable to reach agreement on any matter covered by this Article V, the Parties shall submit such dispute to advisory arbitration in accordance with the practices and procedures set forth in the Commercial Arbitration Rules of the American Arbitration Association as amended and in effect as of March 1, 1977; provided, however, each Party shall select one (1) Arbitrator who in turn shall select a third Arbitrator. Expenses of Arbitration shall be borne one-half ($) by each of the Parties. Any decision of the Arbitrators shall be advisory only and the Parties shall not be bound by the decision. ARTCLE V SCHEDULNG DELVERES OF ELECTRC POWER AND ENERGY 7.01 Schedules for all transactions between the Parties shall be furnished to the respective Load Dispatchers prior to 1500 hours of each day for power and energy to be delivered between the Parties for each clock hour of the following day. 9

38 Page 12 of Additions or modifications to the schedules established in 7.01 shall be coordinated between the System Control Centers of the Parties pursuant to criteria established by the Operating Committee All schedules for transactions between the Parties, including estimated schedules, shall be made in whole megawatts All power and energy transactions between the Parties shall be scheduled in advance in accordance with NERC standards and all billings shall be based on such schedules rather than on metered quantities, unless otherwise specifically agreed to by the' Parties. Each Party shall notify the system operator of the other Party before intentionally taking power or energy. Schedules for all transactions between the Parties shall be furnished to the respective system operators in accordance with current business practices for power and energy to be delivered between the Parties. Additions or modifications to the schedules so established may be made in accordance with NERC standards. ARTCLE V BALANC NG AUTHORTY AREA SERVCE 8.01 To the extent both parties are registered as a Balancing Authority, the following shall apply. 8.Q2 Each Party shall provide, or cause to be provided, for its respective system, all functions, and services required of a Balancing Authority area including automatic tie-line frequency bias control When one Party's Balancing Authority desiring emergency service, which the other Party is in a position to furnish, requests emergency service from such other Party's Balancing Authority, an agreement shall be reached in good faith as to the amount of emergency service which can be delivered by the supplying Party to the extent that the generation or purchase of such emergency service will not impair or jeopardize service in the supplying Party's system or its commitment to others. At the time of any such request for emergency service, the receiving Party shall provide the supplying Party information concerning the nature and extent of the conditions causing the emergency. Emergency service for the purpose of this Section 8.02 shall mean energy provided by the supplying Party to the receiving Party during any period or periods when emergency conditions beyond the control of the receiving Party exist temporarily on the system of the receiving Party so that generation and transmission facilities of such systems, 10

39 Page 13 of 118 including purchases, are inadequate to carry the receiving Party's system load responsibility and provide necessary operating reserve. Emergency service shall mean the energy provided as a result of the request of emergency assistance under this Agreement and billing and payment for said emergency service shall be in accordance with Section 11 of this Agreement. ARTCLE X UTLTY RESPONSBLTY 9.01 Each Party shall maintain utility responsibility for its own load and as a part of such responsibility, shall maintain during each month Accredited Capability in an amount equal to or greater than its maximum system demand for such month plus such Party's Reserve Capacity Obligation, as set forth by the SPP. ARTCLE X OPERATNG RESERVE Each Party shall maintain at all times Operating Reserves in an amount equal to or greater than its Operating Reserve Obligation, as set forth in the SPP Criteria (or such criteria as may replace it). Reserves shall be maintained by each Party either from its own generating facilities or by arraonging for any deficiency to be supplied by the other Party or by other electric suppliers. ARTCLE X BLLNGS AND PAYMENTS For billing purposes for any transaction pursuant to this Agreement, the amount of energy delivered by the supplying Party to the receiving Party, shall be deemed to be the amount scheduled for delivery at the Point(s) of nterconnection"; Other than transactions under the Firm Power and nterchange Agreement and the Power Sales Contract, billings for any transaction pursuant to this Agreement involving generation or transmission capacity, including any wheeling charges pertaining to such transaction, shall be based upon the amount of such capacity committed in advance for delivery, adjusted for any applicable losses, at the Point(s) of nterconnection between the receiving Party and the supplying Party or the wheeling party All bills for service supplied pursuant to this Agreement shall be rendered monthly by the supplying Party to the purchasing Party, normally not later than 11

40 Page 14 of 118 fifteen (15) days after the end of the period to which such bills are applicable. Unless otherwise agreed upon by the Operating Committee, such periods shall be from 12:01 A.M. of the first day of the month to 12:01 A.M. of the first day of the next succeeding month All bills for services provided pursuant to this Agreement shall be due and payable within fifteen (15) days from the date when such bills are received by the Party to whom rendered. n the event either Party fails to pay in full when due any billing rendered to it by the other Party, the amount which is withheld, or any portion thereof, which is finally determined to be due and owing to the other Party shall bear interest computed monthly, from the original date due until paid, as liquidated damages and not as a penalty, at a rate per annum which shall be five (5) percentage points above the Net Effective nterest Cost on the most recent bond issue of that Party which last issued bonds Billing for emergency service shall be at the supplying Party's anticipated incremental cost to supply such energy, plus fifteen percent (15%) plus any transmission costs associated with the delivery of said energy. As used herein, incremental cost of associated emergency service shall be based on the cost of fuel, fuel handling and storage, labor maintenance and operating supplies, or replacement cost thereof, any purchased energy costs and any start-up costs, pollution control expenses and losses in transmission and transformation. ARTCLE X OPERATNG COMMTTEE The Parties agree to establish an operating committee, hereinafter referred to as "Operating Committee". The Operating Committee shall consist of one representative designated in writing by each Party, with each Party also designating an alternate who may act in the stead of the representative at the option of that Party. Either Party may at any time change its representative or alternate on the Operating Committee and shall promptly notify the other Party of any change in designation. Any representative, by written notice to the other member of the Operating Committee, may authorize his alternate to act temporarily in his place. Each member of the Operating Committee may invite other members of his organization or others, as his advisors, to attend meetings of the Operating Committee The Operating Committee shall meet at such times as reasonably requested by either Party. 12

41 Page 15 of From time to time, to meet changing conditions, the Operating Committee shall establish operating procedures and standard practices with respect to this Agreement for the guidance of dispatchers and other employees as to matters affecting interconnected operations and transmission service pursuant to this Agreement and shall recommend arrangements for metering, communications, scheduling, dispatching, and other services and facilities. The Operating Committee shall have no authority to modify any of the provisions of this Agreement or to modify or set rates. The establishment of any procedure or practice or determination by the Operating Committee, within the scope of the Operating Committee's responsibility, shall be effective, except as provided hereinafter, when signed by the designated representative of each Party The Operating Committee shall appoint a recording secretary to keep the minutes of each meeting. The Operating Committee shall reduce its decision to writing and, when executed by both members, such decision shall be binding on all Parties; provided, however, within the first ten (10) days of the period following approval of recommendations or determinations by the Operating Committee, the Chief Executive Officer, or his designated representative, of either Party may disapprove the action of the Operating Committee and declare it null and void effective with the date when notification is given to the other Party. Such notification shall be forthwith confirmed in writing stating the reasons why said disapproval was given The duties of the Operating Committee include, but are not limited to the following: a. Coordination of the operation of the bulk power generation and transmission facilities of the Parties so as to affect optimum reliability and economy of service; b. Establishing methods, standards, and procedures for the determination of costs associated with transactions hereunder; c. Periodically reviewing how the Parties are meeting the reserve obligations of the Parties and make recommendations to the respective managements; d. Making studies and collect and analyze operating data pertinent to the interconnected operation of the systems of the Parties and arrange for conducting such transmission network studies as may be necessary in the performance of its duties hereunder; 13

42 Page 16 of 118 e. Establis~ling procedures for the implementation of the Service Schedules attached hereto; f. Coordinating the periods and methods of reporting scheduled and actual power and energy flows; and g. Establishing methods and procedures for accounting and billing of bulk power and energy interchanges hereunder. ARTCLE X POWER FACTOR ADJUSTMENT AND BALANCNG OF LOADS Each Party shall be responsible for the reactive volt-ampere requirements of its system. Reactive volt-amperes may be interchanged between systems from time to time, subject to agreement between the Parties, when benefit to one system may be gained thereby without causing hardship to the system of the other Party Power and energy received by a Party shall be utilized in such a manner that the load at any Point of nterconnection will not be unbalanced between phases more than ten (10) percent. f it is found that the load is unbalanced more than ten (10) percent, the receiving Party shall take immediate steps to correct such conditions. ARTCLE XV SERVCE SCHEDULES The Service Schedules initially attached hereto and made a part of this Agreement and incorporated herein by reference are as follows: (1) Service Schedule NO.1. This Service Schedule is the Firm Power and nterchange Agreement dated November 18, 1965, as amended from time to time, between the City of Lincoln and the Consumers Public Power District, now the District. This Service Schedule NO.1 has expired. (2) Service Schedule NO.2. This Service Schedule is the Power Sales Contract dated May 21, 1968, as amended from time to time, between the City of Lincoln and the Consumers Public Power District, now the District. This Service Schedule NO.2 has expired. (3) Service Schedule NO.3. This Service Schedule is for the control area service function provided by the District for LES and shall be in effect until 14

43 Page 17 of 118 such time as LES provides or causes someone other than the District to provide control area service. This Service Schedule No.3 has expired. (4) Service Schedule No.4. Since LES owns and operates some high voltage transmission facilities and by virtue of this ownership and operation relieves NPPD of certain costs formerly incurred by NPPD, NPPD will provide to LES capacity in NPPD's transmission system as provided for in the Service Schedule NO.4. (5) Service Schedule NO.5. This Service Schedule is for the District's purchase of 25,000 KW Peaking Power nterchange Service from LES under MAPP Service Schedule H. This Service Schedule No. 5 has expired. (6) Service Schedule No.6. This Service Schedule is for LES's right to schedule power and energy over the District's portion of the Omaha to Northeast Lincoln 161 KV line. This Service Schedule NO.6 has expired. (7) Service Schedule NO.7. This Service Schedule is for the District's right to schedule power and energy over LES's 115 kv and 161 kv transmission facilities for delivery of Station Power Service for Cooper Nuclear Power Station to the Omaha Public Power District. This Service Schedule NO.7 has expired. (8) Service Schedule NO.8. This Service Schedule is for the District's right to wheel power and energy over LES electric facilities to points of delivery of the District to Norris Public Power District located on LES electric facilities. This Service Schedule No.8 has expired. (9) Service Schedule NO.9. This Service Schedule grants LES the right to schedule WAPA Firm Power into NPPD's Bulk Transmission System, for delivery to LES. (10) Service Schedule No.1 O. This Service Schedule allows LES certain use of NPPD's Bulk Transmission System for power and energy transactions associated with LES' participation in the Cooper-Fairport-St. Joseph 345kV transmission line project. (11) Service Schedule No. 11. This Service Schedule allows LES to electronically schedule once both Parties have Energy Management 15

44 Page 18 of 118 Systems (EMS) with compatible electronic scheduling capability. Service Schedule No. 11 has been terminated. This (12) Service Schedule l\jo. 12. This Service Schedule provides for payment to NPPD by LES, under the terms of NPPD's Bulk Transmission Service Rate, for eight percent of the amount by which the Accredited Capability of the Gerald Gentlemen Station exceeds 1,278 MW. Transmission Effective April 1, 2009, \JPPD and LES each joined the SPP as a transmission owner, and placed its transmission facilities under the SPP Open Access Transmission Tariff (OATT). All new requests for transmission service (other than for ancillary services only) made after April 1, 2009 shall be made under the provisions of the SPP OATT For a Party's transmission service that is grandfathered under the SPP OATT and for as long as such service is grandfathered under the SPP OATT, the applicable transmission service rate schedule of that Party shall govern such grandfath,ered service n the event a Party's transmission system facilities are placed 1) under the OATT of an entity different than or a successor to SPP, or 2) under a Party's transmission rate schedule, any such successor or replacement OATT or rate schedule shall be applicable to the Parties under this Agreement. ARTCLE XV UNCONTROLLABLE FORCES Neither Party shall be considered to be in default in performance of any obligation' hereunder, other than the obligation to make payments as provided in this Agreement, if failure of performance shall be due to uncontrollable forces; the term "uncontrollable forces" meaning any cause beyond the control of the Party affected, including, but not limited to, an act of God, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, restraint by court order or, public authority including court orders, injunctions, and restraint by governmental agencies with proper jurisdiction prohibiting or failing to approve acts necessary to performance hereunder or permitting any such act only subject to unreasonable conditions, or failure of equipment or inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers, which by the exercise of due foresight such Party could not reasonably have been expected to 16

45 Page 19 of 118 avoid and which by exercise of due diligence it shall be unable to overcome. Neither Party, however, shall be relieved of liability for failure of performance if such failure be due to causes arising out of its own negligence.or to removable or remedial causes which it fails to remove or remedy with reasonable dispatch. Nothing contained herein, however, shall be construed to require either Party to prevent or settle a strike or labor negotiations against its will. ARTCLE XV CAPTONS Captions of the various articles herein are intended for convenience of reference only and shall not define or limit any of the terms or provisions thereof. ARTCLE XV WAVERS Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter arising in connection herewith. Any delay short of the statutory period of limitation in asserting or enforcing any right shall not be deemed a waiver of such right. ARTCLE XV NOTCES Any notice or demand under or required by this Agreement shall be deemed properly given by NPPD if sent by registered or certified mail and addressed to the Administrator and CEO, Lincoln Electric System, P. O. Box 80869, Lincoln, Nebraska 68501, and by LES if sent by registered or certified mail to the President and CEO, Nebraska Public Power District, P. O. Box 499, Columbus, Nebraska The foregoing designations of the name or address to which notice or demands are to be directed may be changed at any time and from time to time by written notice given by either Party to the other Any notice or request of a routine character in connection with the delivery of power and energy, or in connection with the operation of facilities, shall be given in such manner as the Operating Committee or the authorized representatives of the Parties from time to time shall arrange. 17

46 Page 20 of 118 ARTCLE XX SUCCESSORS, LEGAL REPRESENTATVES OR ASSGNS This Agreement shall be binding upon and inure to the benefit of the successors, legal representatives or assigns of the respective Parties; provided, however, neither Party shall assign this Agreement nor any part hereof without the express written consent of the other Party, which consent shall not be unreasonably withheld, nor shall a Party be relieved of its obligations hereunder or impose additional obligations or burdens on the other Party by an assignment of this Agreement or any part hereof The provisions of this Agreement shall not create any rights in favor of any person, corporation, or association not a party to this Agreement, and the obligations herein assumed are solely for the use and benefit of the Parties to this Agreement. ARTCLE XX GOVERNNG LAW This Agreement is entered into in the State of Nebraska and it shall be governed and controlled by the laws of said State. The Parties agree that any action arising out of or related to this Agreement brought by either Party shall be brought in the courts in and for the State of Nebraska. ARTCLE XX DSPUTE RESOLUTON Any dispute between the Parties involving service under this Agreement shall be referred to the designated senior representatives of the Parties for resolution on an informal basis as promptly as practicable. n the event the. designated representatives are unable to resolve the dispute within thirty (30) days of submission, or such other period as the Parties may agree upon by mutual agreement, such dispute may be submitted to arbitration if the Parties mutually agree, or a Party may proceed to secure judicial resolution to the dispute. ARTCLE XX AUTHORTY TO EXECUTE AGREEMENT NPPD and LES each respectively represents and warrants that it has full power and authority to execute, perform and carry out this Agreement, and the execution of the Agreement by each Party has been authorized and exercised in accordance with laws applicable to each. 18

47 Page 21 of 118 N WTNESS WHEREOF, each Party hereto has caused this Agreement to be executed by its duly authorized representative and its corporate seal to be affixed hereto this f){)-e day of M~\.., ATTEST:: NEBRASKA PUBLC POWER DSTRCT Assistant Secretary B~ Title V&~~9"~4!:-r;7~ ATTEST:, Title R - P' MQ,,~ul C~c." r~s...~,,,,, '~""'''~ J~~ By Title CTY OF LNCOLN Li7system!',4A/K//Y~ ~ et:v 19

48 FERC PDF (Unofficial) 9/28/2016 5:01:24 PM ',n ',1') j SERVCE SCHEDULE NO.4 AGREEMENT COVERNG CERTAN USE OF THE NEBRASKA PUBLC POWER DSTRCT'S TRANSMSSON SYSTEM BY THE LNCOLN ELECTRC SYSTEM This Service Schedule No. 4 is agreed to effective May 1, 1977 to be effective under and as a part of the nterconnection Agreement effective May 1, 1977 between the Nebraska Public Power District, hereinafter called the "District", and the City of Lincoln operating as the Lincoln Electric System, hereinafter called the "LES". SECTON 1 - TERM This Service Schedule shall become effective May 1, 1977 and shall continue in force until May 1, 2007 or until the date the Cooper Nuclear Station Unit No. 1 is decommissioned, whichever date is the later. SECTON 2 - DEFNTONS 2.01 DSTRCT'S BULK TRANSMSSON SYSTEM The District's Bulk Transmission System shall mean only transmission facilities, owned or leased by the District, designed to operate at a nominal voltage of not less than 345 kv, including transformers and transformer terminal facilities providing for one level of transformation down from the transmission voltages of the Bulk Transmission System, but the Bulk Transmission System will not include any transmission project the major portion of which is built outside of the State of Nebraska and is primarily for the purpose of importing, or exporting power on a long-term basis (not less thelll five [5] years) DSTRCT'S HGH VOLTAGE TRANSMSSON SYSTEM The District's High Voltage Transmission System shall mean facilities, owned or leased by the District, designed to operate at a nominal voltage of less than 345 kv but not less than 115 kv, including transformers and transformer terminal facilities providing for one level of transformation down from the transmission voltages of the High Voltage Transmission System This paragraph intentionally omitted NON-FRM TRANSACTON Page 22 of 118 Non1Firm Transaction, for the purposes of this Service Schedule No. 4 only, shall mean a transaction for the sale of power and energy for a period of less than six continuous months between electric utilities which own, lease, or control generating facilities and where (a) such power and energy to be made available from time to time by the seller is in excess of the seller's own load and Firm Transaction commitments to other utilities, and (b) the resources used by the seller for such transaction shall not be dedicated to the exclusive use of the purchaser and (c) such transaction may be terminated by the seller if the continuation of such transaction would endanger the seller's facilities or interfere with the seller's capability to meet its own

49 o o Page 23 of 118 Service Schedule No. 4 Page 2 load and Firm Transaction commitments to other utilities, and (d) the purchase under such transaction shall not be included in the purchasing party's Accredited Capability as defined in the MAPP Agreement FRM TRANSACTON Firm Transaction, for the purposes of this Service Schedule No. 4 only, shall mean a transaction for the sale of power and energy for a period of six continuous months or longer between electric utilities and where (a) the seller dedicates a resource, a portion of a resource, or a portion of its total resources to provide service to a purchaser for the period covered by the commitment and (b) the energy to be provided under such transaction shall be made available at all times during the period covered by the commitment, except in the case of a unit participation transaction when the generating facility dedicated to the transaction is out of service due to a forced outage or a scheduled outage for maintenance and (c) the purchase under such transaction may be included in the purchasing party's' Accredited Capability as defined in the MAPP Agreement. ; 2.06 AGGREGATE TRANSACTONS The Aggregate Transactions shall mean the arithmetic summation of the maximum scheduled amount during each hour for each agreed upon transaction which is either scheduled to the LES or from the LES pursuant to Paragraphs 3.D1 and 3.02 of this Service Schedule No.4. SECTON 3 - SERVCE TO BE PROVDED 3.01 The District grants to the LES the right to schedule Aggregate Transactions of one hundred seventy-five megawatts (175 MW) of power and associated energy into the District's Bulk Transmission System and the District agrees to deliver such power and energy less losses as determined pursuant to Paragraph 3.10 of this Service Schedule No. 4 (1) to the LES from points of interconnection between the District and other electric utilities on the District's Bulk Transmission System to the Point(s) of nterconnection between the District and the LES on the District: s Bulk Transmission System, or (2) from the LES, from the Point(s) of nterconnection between the District and the LES on the District's Bulk Transmission System to the points of interconnection between the District and other electric utilities on the District's Bulk Transmission System The District grants to the LES the right to schedule Non-Firm Transactions as a part of and included in the summation of transactions making up said Aggregate Transactions in Paragraph 3.01 of this Service Schedule No. 4 (1) to the LES from point(s) on the District's High Voltage Transmission System operated at not less than 115 kv to the Point(s) of nterconnection between the District and the LES on the District's Bulk Transmission System, or (2) from the LES from the Point(s) of nterconnection between the District and the LES on the District s Bulk Transmission System to point(s) on the District's High Voltage Transmission System operated at not less than 115 kv For purposes of Non-Firm Transactions between the LES and an electric utility not otherwise interconnected to the District's Bulk Transmission System as specified in Paragraph 3.01, or interconnected at not less than

50 FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Page 24 of 118 Service Schedule No. 4 Page 3, 115 kv at a point on the District's High Voltage Transmission System as specified. in Paragraph 3.02, the District 'will 'transmit power and energy for any such electric utility capable of engaging in Non-Firm Transactions, subject to the conditi6ns hereinafter set forth, (1) to the LES from the actual point of interconnection between the District and said electric utility to a point on the District's High Voltage Transmission System operated at not less than 115 kv or (~) from the LES from a point on the District's High Voltage Transmission System operated at not less than 115 kv to the actual point of interconnection between the District and said electric utility; provided, however, that a condition to the granting of such right shall be that the District and said utility agree upon terms and conditions for such transmission service and the compensation to the District for the type of transmission services rendered Schedules for any transaction by the LES for which the District shall furnish transmission service pursuant to Paragraphs 3.01, 3.02 or 3.03 shall b~ provided to the District by the LES in accordance with Article V of the nterconnection Agreement effective May 1, o 3.~5 The Parties hereto recognize that Cooper Nuclear Station is connected to the District's Bulk Transmission System at a point other than a point of interconnection between the District and other electric utilities, however, for purposes of this Service Schedule No.4, the District will transmit power arid associated energy from Cooper Nuclear Station if scheduled by LES pursuant to Paragraph 3.01, excluding Paragraph 3.01 (2) hereof. The Parties' by written agreement may agree to other power and energy purchase by the LES from spbcific plants of the District to be received into the District's. Bulk Transmission System pursuant to Paragraph 3.01, excluding.paragraph 3.01(2) hereof. ' 3.06 The LES's right to schedule Non-Firm Transactions beyond the District's Bulk Transmission System pursuant to Paragraph 3.02 of this Service Schedule' No.4, is dependent upon the ability of the District to transmit power and energy scheduled to or from the LES over the District's High Voltage Transmission System without endangering its facilities or' interfering with its obligati,on to its customers or exceeding the normal capability of any of the Districi's facilities. The, District shall have the right to terminate or curtail transmission service pursuant to Paragraph 3.02 of this Service Schedule No. 4 with one (1) hour notice, given in accordance with procedures established by the ~ Operating Committee, for the purpose of removing from service for maintenance of any High Voltage Transmission System facilities involved in providing said transmission service for the LES. Transmission service pursuant to Paragraph 3.02 of this Service Schedule No.4 may be terminated without notice 1.f the Non-Firm Transaction would endanger the District's facilities or interfere with its obligation to its customers or exceed the normal capability of any hf the District's facilities or if transmission facility outages occur or are imminent and caused by Uncontrollable Forces. n the event transmission service on the District's High Voltage Transmission System is terminated or curt~iled pursuant to this Paragraph the District shall not be expected to nor have any obligation under this Service Schedule No. 4 to provide production deficiencies of the LES or any other electric utility as a result of said termination or curtailment of service. The District shall not be obligated to expand any portion of the District's High Voltage Transmission System for any transaction of the LES pursuant to Paragraphs 3.02 or 3.03.! \, "

51 Page 25 of 118 Service Schedule No.4 Page The District shall plan, construct and operate its Bulk Transmission System so that the District will be able at all times, except as limited by uncontrollable forces, to deliver over said Bulk Transmission System to the Point(s) of nterconnection between the District and the LES on the District's Bulk Transmission System, the power and energy scheduled to the LES (1) pursuant to Service Schedule No. 2 of the nterconnection Agreement effective May 1, 1977, (2) from the LES' s USBR resource of 75 MW of firm peaking power service, or (3) in the event of total or partial termination of either of said resources identified in (1) or (2) of this Paragraph 3.07, from an equivalent long-term substitute resource(s) delivered to the District's Bulk Transmission System at substantially the same point(s), respectively, as said resource(s) identified in'. (.J) or (2)..of. this Paragraph '3..07.: T,he',District shall not be obligated, except as may be mutually agreed to in writing by the Parties, to expand any portion., of. its Bulk Transmission System for any transaction of the LES other than those specified in (1), (2) and (3) of this Paragraph At the time of execution of this Service Schedule No.4, only one point of interconnection currently exists between the LES and the District on the District's Bulk Transmission System. n the event that (1) transmission capacity limitations are imposed by the District or by others not a party to the nterconnection Agreement effective May 1, 1977 upon the LES 345 kv facilities being acquired under the Agreement Dated The 1st Day of May For dentification Purposes, and (2) such capacity limitations restrict LES' s ability to schedule deliveries into and out of the District's Bulk Transmission System under the provisions of Paragraph 3.01 of this Service Schedule No.4, then the District will permit the LES, on a temporary basis for the duration of such capacity limitations only, to utilize as a portion of the contract path for transmission service over the District's Bulk Transmission System pursuant to said Paragraph 3.01, the District's 115 kv facilities from the Mark T. Moore Substation to the Points of nterconnection between the District and the LES on the (1) West Lincoln Substation to Sheldon Substation 115 kv Line, (2) Second Street Substation to Sheldon Substation 115 kv Line, and (3) Southeast Lincoln Substation to Sheldon Substation 115 kv Line to the extent that such facilities are in existence and if capacity is available to deliver said power and energy over these facilities. This arrangement is made solely as a method of providing an alternative contract path only, and shall terminate when LES and the District have made another interconnection at 345 kv. Such arrangement does not, nor is it intended to, provide any rights and privileges to the LES for the utilization of such facilities other than as agreed to in this Paragraph 3.08 or to impose any obligation on the part of the District to keep such facilities in existence When there is power and energy scheduled by the LES pursuant to Paragrapq 3.01 of this Service Schedule No.4, a portion thereof may flow through other parts of the District's transmission system which are not a part of the District's Bulk Transmission System. However, any such portion of the power and energy flowing through such other parts of the District's transmission system will be considered to have been delivered over the District's Bulk Transmission System, and such flow through other parts of the District's transmission system does not create any rights on the part of the LES for scheduling power and energy over other parts of the District's transmission system.

52 FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Page 26 of 118 Service Schedule No. 4 Page The transmission losses for power and energy scheduled by the LES pursuant to Paragraphs 3.01 and 3.02 of this Service Schedule N.o. 4, shall be considered to be four (4) percent of the power and energy ~p: scheduled for the balance of the calendar year after May 1, 1977 and for the :;:'next full eight (8) calendar years. During the last year of said eight (8) year period, and during or before each third year thereafter, the District :Shall conduct a study to determine the applicable percent losses on the Distric,t.' s Bulk Transmission System and the District's High Voltage Transmission System for the three calendar years immediately preceding the year in which the study is being conducted, and the respective percent losses so determined shall be applied during the three calendar years. follow.ing the year in which the study is conducted.. The District shall provide acopy:of.said study to the LES Notwithstanding this Service,- Schedule,No...41', either Party may make transactions with other MAPP members pursuant to Service Schedules under the MAPP Agreement as amended from time to time. SECTON 4 - PAYMENT SCHEDULE ':1' 0 v 0 ;~ ~ v j./) "'? 4.01 Power and energy scheduled to or from the LES pursuant to Paragraph 3.01 of this Serv'ice Schedule No.4, as adjusted for losses, shall be transmitted and delivered at no charge from the District to the LES except as may be applicable for Control Area Service under Service Schedule No. 3 of the nterconnection Agreement, effective May 1, Power and energy scheduled to or from the LES pursuant to Paragraph 3.02 of this Service Schedule No. 4 as adjusted for losses shall be transmitted and delivered at no charge to the LES except for power and energy scheduled during the months of July and August. For such power and energy scheduled during the months of July and August, the District shall charge and the LES shall pay 1. 5 mills ($0.0015) per kilowatt hour of energy so scheduled to the District at the Point(s) of nterconnection between the District and the LES on the District's Bulk Transmission System as specified in Paragraph 3.02(2) or at the point(s) on the District's High Voltage Transmission System operated at not less than 115 kv as specified in Paragraph 3.02(). Said charge for amounts scheduled to or from the LES during the months of July and August shall be revised from time to time by the District with the first such revision to be effective on January 1, 1980 and subsequent revisions to be effective on each successive alternate January 1 thereafter, and in each instance shall be based upon the District's estimated annual cost of the District's High Voltage Transmission System for the then ensuing two-year period less the estimated annual costs associated with one level of transformation down from the transmission voltages of the District's High Voltage Transmission System in such two-year period. Such estimated annual costs of the District's High Voltage Transmission System shall include all components included in setting the District's standard rate for firm transmission service, exclusive of the estimated annual cost of the District's Bulk Transmission System and Control Power Service.

53 C) v o "V)- -APPROVED: FOR NPPD Title ---=-=:.;;...;:;...:...::c~-'-'=--'c:..::...:;m"--=-=_= =_" FOR CTY OF LNCOLN ;J/~ &, Lincoln Electric systemt{~ Title < a.~.j _ Page 27 of 118 Service Schedule No. 4 Page 6 Date~ Z.J,. 1177,

54 , ' Page 28 of 118 SERVCE SCHEDULE NO.9 AGREEMENT COVERNG CERTAN USE OF THE NEBRASKA PUBLC POWER DSTRCT'S BULK TRANSMSSON SYSTEM BY THE LNCOLN ELECTRC SYSTEM This Service Schedule No.9 is agreed to effective August, 1982 to be effective under and as a part of the nterconnection Agreement effective May 1, 1977 between the Nebraska Public Power District, hereinafter called "District", and the City of Lincoln operating as the Lincoln Electric System, hereinafter called "LES". SECTON 1 - TERM 1.01 This Service Schedule shall become effective upon the respective dates so indicated on Exhibit 1, attached hereto and incorporated herein by this reference, and shall continue in force until: a) Terminated or superseded by mutual agreement of the Parties, or b) Termination of all contracts providing for the supply by WAPA of WAPA Firm Power as defined in Paragraph 2.02 hereof.

55 -2- Page 29 of 118 SECTON 2 - DEFNTONS 2.01 DSTRCT1S BULK TRANSMSSON SYSTEM The District's Bulk Transmission System shall mean only transmission facilities, owned or leased by the District, designed to operate at a nominal voltage of not less than 345 kv, including transformers and transformer terminal facilities providing for one level of transformation down from the transmission voltages of the Bulk Transmission System, but the Bulk Transmission System will not include any transmission project the major portion of which is built outside of the State of Nebraska and is primarily for the purpose of importing or exporting power on a long term basis (not less than five (5) years) WAPA FRM POWER WAPA Firm Power shall, for the purpose of this Service Schedule No.9, mean the power and associated energy, including losses, supplied on a load-pattern basis by WAPA: a) To LES pursuant to the contract between WAPA and LES, and b) To certain of WAPA's other customers pursuant to the respective contracts between WAPA and said other customers, all as identified as Exhibit CAPACTY RESERVED Capacity Reserved shall, for the purpose of this Service Schedule No.9, mean the greater of the total summer season contract rate of delivery as adjusted, or the total winter season contract rate of delivery as adjusted, all as specified in Exhibit which Exhi'bit may be amended from time to time.

56 -3- Page 30 of 118 SECTON 3 - SERVCE TO BE PROVDED 3.01 The District grants to LES the right to schedule WAPA Firm Power into the District's Bulk Transmission System and the District agrees to deliver such WAPA Firm Power, less losses as determined pursuant to Paragraph 3.05 hereof, from the point(s) of interconnection between the District and WAPA on the District's Bulk Transmission System to LES at the Point(s)of nterconnection between the District and LES on the District's Bulk Transmission System; provided, however, that the~wapa Firm Power so scheduled, less losses as determined pursuant to Paragraph 3.05 hereof, shall not exceed the Capacity Reserved Except as otherwise provided hereinafter in this Service Schedule No.9, the service provided hereunder shall be pursuant to the terms and conditions of the District's Bulk Transmission Service Rate Schedule. The form of the Bulk Transmission Service Rate Schedule and the rates and charges contained therein shall be subject to adjustment by the District once each year, provided however, that nothing in this agreement or in said rate schedule shall cause the District to fail to comply with the provisions of the District's bond resolutions. The Bulk Transmission Service Rate Schedule in effect at the time of the execution of this Service Schedule No.9 is attached hereto as Exhibit n consideration of LES' rights to certain use of the District's Bulk Transmission System as provided for in Service Schedule No.4 of the Agreement, the service provided hereunder shall, for the first 2.75 megawatts of Capacity Reserved, be considered to be provided pursuant to said Service Schedule No.4.

57 -4- Page 31 of The control power services and dispatching services, as identified in the Bulk Transmission Service Rate Schedule, shall be provided hereunder pursuant to the terms and conditions of Service Schedule No.3 of the Agreement The transmission losses for WAPA Firm Power scheduled by LES hereunder shall initially be considered to be four percent of the power and energy so scheduled; provided, however, that: a) said losses are subject to revision based on future studies to be undertaken by the District pursuant to Paragraph 3.10 of Service Schedule No.4 of the Agreement, and b) n no event will LES provide losses on the losses supplied by WAPA pursuant to Paragraph 2.02 hereof, recognizing that, to the extent the losses supplied by WAPA, provision remains subject to revision. exceed the percent specified herein, this APPROVED : FOR CTY OF LNCOLN Lincoln Electric system;l1a;{~ct~~date August 13, 1982 Title Administrator

58 H Nebraska Public Power District Always there when you need us Page 32 of 118 November 2, 2015 Mr. Dennis Florom Manager, Energy and Environmental Operations Lincoln Electric System Street PO Box Lincoln NE Dear Dennis: RE: Updated Exhibit to Service Schedule No. 9 of the nterconnection Agreement between NPPD and LES. Nebraska Public Power District (NPPD) and Lincoln Electric System (LES) are parties to an nterconnection Agreement (Agreement) dated June 26, 1981 and as amended and restated, dated March 20, The Agreement contains, among other things, a Service Schedule No. 9 under which NPPD provides Bulk Transmission System (BTS) service to LES for delivery of certain power and energy allocations from Western Area Power Administration (WAPA) to the LES electric system at the BTS interconnections between NPPD and LES. Exhibit of Service Schedule No.9 provides detail as to the amounts of such allocations from WAPA and the billing for BTS service provided by NPPD. Per the terms and provisions of Service Schedule No. 9, it is recognized that said Exhibit may be amended from time to time. As the amounts of the WAPA allocations identified in Exhibit have changed, the Parties have agreed to amend and replace the current Exhibit, with the attached Exhibit, dated November 1, 2015, attached hereto. f LES concurs with the provision of this letter and the Attached Exhibit dated November 1, 2015, please sign both originals in the appropriate space and return one copy to NPPD. Q }n()- Rod Rinne ~C"' ~ Contracts Manager Nebraska Public Power District Accepted by: Lincoln Electric System By j;;qjo'is; r::: fu 1'8~ Titlel/?&1.\V7?/( ber~.j.-c'/w~l'<l ~"'-kj1 Date ''/ 'f/jo opv~~.;", General Office th Street PO Box 499 Columb.us, NE Telephone: (402) Fax: (402) ww.v.nppd.com

59 NTERCONNECTON AGREEMENT BETWEEN NEBRASKA PUBLC POWER DSTRCT AND CTY OF LNCOLN Page 33 of 118 EXHBT OF SERVCE SCHEDULE NO.9 NOVEMBER 1, 2015 Contracts for W AP A Firm Power Contract Rate of Delivery (Adjustment) Customer Contract No. Summer Season Winter Season City of Lincoln (LES) University ofnebraska at Lincoln State ofnebraska (HHSS) (State Penitentiary, Lincoln Regional Center, State Office Building) Ponca TOTAL A PO PO UGPR ) MW (2) MW 2.502( 3 ) MW MW ( 6 ) MW ) MW ( 2 ) MW 1.934( 3 ) MW 1.034MW MW NOTES: () MW (CROD) MW (Cooper Credit)= MW Bulk Transmission Billed Amount ( 2 ) UNL Allocation Summer MW * 1.015( 5 ) = MW Winter MW * 1.015( 5 ) = MW ( 3 ) State ofnebraska (HHSS)-ncludes transfer from Hastings Regional Center Summer MW MW (Hastings transfer to State Penitentiary)= MW MW * 1.015( 5 ) = MW Winter MW MW = MW MW * 1.015( 5 ) = MW ( 4 ) Bulk Transmission Billed Amount MW MW MW MW = MW ( 5 ) LES bills WAPA 1.015% losses across LES for the University ofnebraska and the Sate ofnebraska ( 6 ) Reservation Capacity Utilized = MW Effective Date for Purposes of Service Schedule No. 9 November 1, 2015 November 1, 2015 November 1, 2015 November 1, docx

60 ., FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Exhibit 12.Q977 NEBRASKA PUBLC POWER DSTRCT Page 34 of 118 Schedule --=B=..;T=--- fssued July 24, 1980 Supersedes Schedule ssued _ Sheet No. -=l'----- _ of 4 Sheets BULK TRANSMSSON SERVCE RATE SCHEDULE SECTON 1. AVALABLTY (Name of Schedule) A. The District will furnish Bulk Transmission Service to any electric utility or operator of a major electric power resource project (hereinafter "Utility") who proposes to deliver power to the District at designated point(s) of receipt for transmission of such power and energy, less losses, to designated point(s) of delivery at point(s) of interconnection between the District's Bulk Transmission System and the electric system of the utility or utilities receiving such Bulk Transmission Service. B. Bulk Transmission Service is dependent upon existence of a contract between the Utility and the District providing for such Bulk Transmission Service. The ability of the District to furnish Bulk Transmission Service for a period in excess of six (6) continuous months will be based upon transmission studies undertaken by the District and the Utility for the purpose of identifying the improvements to the District's Bulk Transmission System required to receive and transmit the specified amount of power and energy and agreement between the Utility and the District as to the method of special compensation, if any, to the District. The ability of the District to furnish Bulk Transmission Service for a period less than six (6) continuous months will be based upon existence of adequate capacity in the then current Bulk Transmission System and the determination by the District, in its discretion, that the furnishing of such Bulk Transmission Service will not impose a burden upon the District's electric system or cause an interference with or create any limitation on the District r s other utility operations. SECTON 2. SERVCE TO BE PROVDED. A. Bulk Transmission Service provided hereunder includes a grant of license to a Utility to transfer electric power and energy over the District s Bulk Transmission System which will include only facilities designed to operate at nominal voltages of 345 kv and higher and transformers and transformer terminal facilities for one level of transformation down from the transmission voltages of the Bulk Transmission System. TAX CLAUSE: n the event of the imposition of any new or increased tax or any payment in lieu thereof, in excess of that provided for under. Artcle V, Secton 10.of the Ne.braska Constituton, by any lawful authoroty on the production, transmission, or sale 0' electroclty, the rate provded heren may be,ncreased to reflect the amount of such tax or in lieu of tax increase. Effective July 24, 1980 _ Appruved 7_--=2-=4_--=8-=O---=B_o_a,--r_d_R_e_s,--o_1_u_t_i_o_n_8_0_-...:.9_8

61 NEBRASKA PUBLC POWER DSTRCT Page 35 of 118.'.~ Schedule B_T ssued July 24, 1980 Supersedes Schedule ssued _ Sheet No. 2 _ of 4 Sheets BULK TRANSMSSON SERVCE RATE SCHEDULE (Name of Schedule) B. The District's underlying high-voltage transmission system and power generating resources are essential to the reliability of the Bulk Transmission System and inadvertent flows of electric power and energy may occur on such high-voltage system. However, such inadvertent flows shall not create any rights for use of such highvoltage transmission system by the Utility or for continuance of such inadvertent flows. C. The District shall be under no obligation to deliver electric power and energy at the point(s) of delivery in amounts in excess of that received by the District at the point(s) of receipt, adjusted for transmission losses. Neither shall the District be obligated to provide any point(s) of receipt or point(s) of delivery other than at established substations on the District's Bulk Transmission System or points of interconnection to the Utility, except as provided for by contract between the Utility and the District. SECTON 3. RATES AND CHARGES FOR BULK TRANSMSSON SERVCE A. The rates and charges for Bulk Transmission Service are designed to recover the District's costs which the District deems allocable to acquiring, owning, operating, maintaining, and generally administering such of the foregoing utility functions as are attributable to the Bulk Transmission System plus an amount to be determined by the District to finance renewals and replacements and improvements to the Bulk Transmission System not to exceed three percent (3%) of the then original cost of utility plant in service classified as Bulk Transmission System. Unless otherwise provided for or by the Utility, such rates and charges shall also include the cost of generating capacity required for the control of scheduled deliveries to the points of receipt, plus an allocable cost for operation of the District's dispatching function. The rate will be established using the net kw capacity of all bulk power resources owned or controlled over their useful life(s) by the District plus the amount of capacity contracted to be made available under this rate schedule for a period in excess of six (6) consecutive months. The contract between the Utility and the District providing for Bulk Transmission Service will specify special compensation, if any, to the District if improvements must be made to the Bulk Transmission System in order to furnish Bulk Transmission Service. TAX CLAUSE: n the event of the imposition of any new or increased tax or any payment in lieu thereof, in excess of that provided for under Article V, Section 10 of the Nebraska Constitution, by any lawful authority on the production, transmission, or sale of electricity, the rate provided herein may be increased toreflect the amount of such tax or in lieu of tax increase. Effective July 24, 1980 _ Appruved Board Resolution _ ssued by ""---=::...::=--=-=--=-='-"lrc:-:-----

62 , '".,.. 'f" NEBRASKA PUBLC POWER DSTRCT Page 36 of 118 Schedule...:Ḅ...:Ṭ:.- ssued July 24, 1980 Supersedes Schedule ssued _ Sheet No. 3 _ of 4 Sheets BULK TRANSMSSON SERVCE RATE SCHEDULE (Name of Schedule) B. Monthly Rates and Charges in dollars per kilowatt of maximum capacity reserved shall be as follows: (1) $0.45 per kilowatt per month for the capacity reserved in the Bulk Transmission System lines, transformers (including transformation and related facilities at the Gerald Gentleman Station switchyard) and related facilities. (2) $0.17 per kilowatt per month for the capacity reserved in the Bulk Transmission System transformers and related transformer terminal facilities not included in B(l) above. (3) $0.22 per kilowatt per month for the control power services provided by the District. (4) $0.035 per kilowatt per month for dispatching services provided by the District, applied to the maximum capacity reserved. The above Rates and Charges shall be applied to the maximum capacity reserved by the Utility in the Bulk Transmission System facilities, as set forth in a contract with the District. SECTON 4. UTLTY RESPONSBLTY A. The Utility receiving Bulk Transmission Service will be responsible for production of electric power and energy delivered to the District at the point(s) of receipt. The District will not be obligated to provide generating capacity backup as a part of Bulk Transmission Service, in the event of unavailability of such input to the point(s) of receipt. B. Transmission losses associated with Bulk Transmission Service shall be provided by the Utility receiving Bulk Transmission Service pursuant to the contract to which this Rate Schedule BT is attached. C. A Utility receiving Bulk Transmission Service will be responsible for the adequacy of the transmission facilities on such Utility's side of any interconnection at a point of delivery. TAX CLAUSE: n the event of the imposition of any new or increased tax or any payment in lieu thereof, in excess of that provided for under Article V, Section 10 of the Nebraska Constitution, by any lawful authority on the production, transmission, Or sa'" of electricity, the rate provided herein may be increased to reflect the amount of such tax or in lieu of tax increase. Effective July 24, 1980 _ Appruved Board Resolution _

63 NEBRASKA PUBLC POWER DSTRCT Page 37 of 118.,..., ~-.... Schedule B=-T-=--- lssued July 24, 1980 Supersedes Schedule ssued _ Sheet No. 4 _ of 4 Sheets BULK TRANSMSSON SERVCE RATE SCHEDULE SECTON 5. CONTROL POWER CHARGE (Name of Schedule) Where a Utility receiving Bulk Transmission Service has (1) adequate transmission and interconnection facilities, (2) generating capacity internal to its system which is sufficient to meet its generation reserve requirements, (3) adequate control facilities including (a) interconnection control, (b) generation control, (c) system area control, and (4) properly trained and skilled operating personnel, all as necessary and adequate to establish a net interchange control area or if the Utility has otherwise provided for the above, the charge in Section 3.B.(3) shall not be made by the District. SECTON 6. ADJUSTMENTS The form of this BT Rate Schedule and the rates and charges contained herein shall be subject to adjustment by the District prior to January 1, 1981, and once each year thereafter, provided however, nothing in this Section 6 shall cause the District to fail to comply with the provisions of the District's bond resolutions. TAX CLAUSE: n the event of the imposition of any new or increased tax or any payment in lieu thereof, in excess of that provided for under Article V, Section 10 of the Nebraska Constitution, by any lawful authority on the production, transmission, or sale of electricity, the rate provided herein may be increased to reflect the amount of such tax or in lieu of tax increase. Effective July 24, 1980 _ Appruved _...:...7_--=2...: :...-:...:8:...:0...:...:...:B:...:o:...:a::...r=--d::...,R_e----'-so_1_u_t_i_o_n_8_0_-...:...9_8

64 FERC PDF (Unofficial) 9/28/2016 5:01:24 PM /fcc. Page 38 of 118 /Stl~ 96-L~~-.sO SERVCE SCHEDULE NO. 10 ] l ] ] ] AGREEMENT COVERNG CERTAN USE OF THE NEBRASKA PUBLC POWER DSTRCT'S TRANSMSSON SYSTEM BY THE LNCOLN ELECTRC SYSTEM FOR POWER AND ENERGY TRANSACTONS ASSOCATED WTH THE COOPER-FA RPORT -ST. JOSEPH 345 KV TRANSM SS ON LNE PROJECT This Service Schedule No. of the nterconnection Agreement effective May 10 is agreed to be effective under and as a part 1, 1977, between Nebraska Public Power District, hereinafter called the "District" and the City of Lincoln operating as the Lincoln Electric System, hereinafter called the "LES". SECTON 1 - TERM This Service Schedule shall become effective upon the in-service date of the MNT Project and shall be and continue in force only so long as the MNT Transmission Rights Exchange Agreement, Transmission Line Terminal Facilities Agreement, and the Coordinating Agreement all remain in full force and effect. SECTON 2 - DEFNTONS DSTRCT'S BULK TRANSMSSON SYSTEM The District's Bulk Transmission System (BTS) facilities, owned or leased by voltage of not less than 345 kv, shall mean only transmission the District, designed to operate at a nominal including transformers and transformer terminal facilities providing for one level of transformation down from the

65 -u U J U U ~ n.l n u FERC PDF (Unofficial) 9/28/2016 5:01:24 PM, ' Service Schedule No. 10 Page 2 transmission voltages of the Bulk Transmission System, but the Bulk Transmission System will not include any transmission project the major portion of whicn is built outside of the State of Nebraska and is primarily for the purpose of importing or exporting power on a long-term basis (not less than five [5] years) NON-FRM TRANSACTON Non-Firm Transaction, for the purposes of this Service Schedule No. 10 only, shall mean a transaction for the sale of power and energy for a period of less than six continuous months between electric utilities which own, lease, or control generating facilities and where (a) such power and energy to be made available from time to time by the seller is in excess of the seller's own load and Firm Transaction commitments to other utilities, and (b) the resources used by the seller for such transaction shall not be dedicated to the exclusive use of the purchaser and (c) such transaction may be terminated by the seller or by the District if the continuation of such transaction would endanger the seller's or District's facilities or interfere with the seller's or District's capability to meet its own load and Firm Transaction commitments to other utilities, and (d) the purchase under such transaction shall not be included in the purchasing party's Accredited Capability as defined in the MAPP Agreement. Page 39 of 118

66 Service Schedule No. 10 Page FRM TRANSACTON Page 40 of 118 Firm Transa tion, for the purposes of this Service Schedule No. 10 only, shall mean a transaction for the sale of power and energy for a period of six continuous months or longer between electric utilities and where (a) the seller dedicates a resource, a portion of a resource, or a portion of its total resources to provide service to a purchaser for the period covered by the commitment and (b) the energy to be provided under such transaction shall be made available at all times during the period covered by the commitment, except in the case of a unit participation transaction when the generating facility dedicated to the transaction is out of service due to a forced outage or a scheduled outage for maintenance and (c) the purchase under such transaction may be included in the purchasing party's Accredited Capability as defined in the MAPP Agreement AGGREGATE TRANSACTONS ) 11 ~ ~ The Aggregate Transactions shall mean the arithmetic summation of the maximum scheduled amount during each hour for each agreed upon transaction, whether scheduled to the LES or from the LES, pursuant to Paragraphs 3.01 and 3.02 of this Service Schedule No BTS LOSS FACTOR The BTS Loss Factor shall mean the applicable percentage loss factor currently in effect for the Bulk Transmission System as it applies to this nterconnection Agreement and other agreements to which the District and LES

67 - ) J l J FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Service Schedule No. 10 Page 4 are parties. Determination of the BTS Loss Factor shall be as set forth in the agreement dated April 25, 1988 between the District, LES and Basin Electric Power Cooperative as such agreement shall be amended from time to time MNT PROJECT The MNT Project shall mean a 345 kv transmission line, together with associated terminal facilities, extending from the NPPD Cooper Substation to the Fairport Substation and continuing to the st. Joseph Substation, all as more particularly described in the Coordinating Agreement. LES are two of the participants in the MNT Project COORDNATNG AGREEMENT The District and The Coordinating Agreement shall mean the Agreement entered into concurrently herewith, and all amendments and supplements thereto, by and among Associated Electric Cooperative, nc., Kansas City Power and Light Company, St. Joseph Light and Power Company, Nebraska Public Power District, Omaha Public Power District, City of Lincoln, and owa Power nc. which establishes the rights, responsibilities, and obligations of the participants in the Mint Project MNT TRANSMSSON RGHTS EXCHANGE AGREEMENT The MNT Transmission Rights Exchange Agreement shall mean the named agreement between the District and LES Page 41 of 118 entered into concurrently herewith.

68 11' FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Service Schedule No. 10 Page TRANSMSS ON LNE TERMNAL FAC LTES AGREEMENT Transmission Line Terminal Facilities Agreement shall mean a transmission line terminal facilities agreement among Nebraska Public Power District, Omaha Public Power District, City of Lincoln, and owa Power nc. entered into concurrently herewith. Page 42 of l n 2.10 NON-CAPACTY RGHTS TRANSACTONS Non-Capacity Rights Transactions shall mean the named transactions as defined in Section 1.3 of the Coordinating Agreement. n o ) lj P ~ J jj The District grants to LES the right to schedule Aggregate Transactions of power and energy equal to on;-tiunclred"' percent (100%) of LES' Transmission Capacity Rights in the MNT Project and the District agrees to deliver such power and energy less losses as determined pursuant to Paragraph 3.07 of this Service Schedule No. 10 (1) from the Cooper Nuclear Station (CNS) 345 kv Bus to the LES at the point(s) of interconnection between the District and LES on the District's Bulk Transmission System, or (2) from the LES at the point(s) of interconnection between the District and LES on the District's Bulk Transmission System to the CNS 345 kv Bus. Such amount shall allow LES, pursuant to the Coordinating Agreement, to combine its remaining transmission rights in the MNT Project with an equal amount of transmission rights of other MNT Project participants to deliver and receive power and energy to/from the MNT Project. SECTON 3 - SERVCE TO BE PROVDED t "

69 J i ] i FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Service Schedule No. 10 Page n addition to the Aggregate TransactiQDA_p~r~itted under Section '. 3.01, the District grants to LES the right t'o"schedule Non-Firm Transactions./ of power and energy equal to one hundred percent (100%) of LES Transmission Capacity Rights in the MNT Project under the same terms and conditions as set forth in Section The rights granted to LES under Paragraphs 3.01 and 3.02 above are not intended to and shall not be construed to give LES any rights to use other -~, BTS facilities owned or leased by the District or to schedule power and energy except as expressly provided herein Schedules for any transaction by the LES for which the District / shall furnish transmission service pursuant to Paragraphs 3.01 and 3.02 shall be provided to the District by the LES in accordance with the procedures set forth fnarticle V~_.of the nterconnection Agreement effective May 1, 1977, whether or not the District is providing Control Area Service The District shall plan, construct and operate its BTS so that the District will be able at all times, except as limited by Uncontrollable Forces, to deliver over the BTS the power and energy scheduled by the LES pursuant to Paragraph 3.01 of this Service Schedule No. 10. Page 43 of 118 The District shall not be obligated except as may be mutually agreed to in writing by the Parties, to expand any portion of the BTS for any transaction of the LES other than those specified in Paragraph 3.01 of this Service Schedule No. 10.

70 J FERC PDF (Unofficial) 9/28/2016 5:01:24 PM Service Schedule No. 10 Page 7, When there is power and energy sched~led ~y/ the LES _ pursuant to Paragraphs 3.01 and 3.02 of this Service Schedule No. 10, a portion thereof may flow through other parts of the District's transmission system which are not a part of the District's Bulk Transmission System. However, any such portion of the power and energy flowing through such other parts of the District's transmission system will be considered to have been delivered over the District's Bu-k Transmission System, and such flow through other parts of the District's transmission system does not create any rights on the part of the LES for scheduling power and energy over other parts of the District's transmission system The Parties recognize that all Firm and Non-Firm Transactions made by LES under the Coordinating Agreement and this Section 3 will use the District's Bulk Transmission System with the exception of capacity and associated energy sales from the Cooper Nuclear Station. LES will compensate the District for losses incurred for such use of the BTS, in an amount of inkind energy based upon application of the BTS Loss Factor, when such losses would not otherwise be paid to the District under other agreements between the Parties for delivery of Firm or Non-Firm Transactions to the Point(s) of nterconnection between the District and the LES. The Operating Committee will determine the actual procedures to be utilized in compensating the District for these losses. LES will keep records as determined by the Operating Committee of all LES Firm and Non-Firm Transactions under the Coordinating Agreement and this Section 3 and will provide sufficient Page 44 of 118 documentation to the District to verify the appropriate loss compensation.

71 i J 1 ~ FERC PDF (Unofficial) 9/28/2016 5:01:24 PM. '... Service Schedule No. 10 Page 8 SECTON 4 - PAYMENT SCHEDULE The ~arties recognize that compensation to the District for the right to schedule power and energy provided to the LES Schedule No. Rights Exchange Agreement. the LES pursuant to Section 3 of this Service Schedule No. 10, as adjusted for APPROVED: President and CEO under this Service 10 has been provided under the terms of the MNT Transmission Therefore, power and energy scheduled to or from losses, shall be transmitted and delivered at no additional charge from the District to LES. Ti tl e: FOR CTY OF LNCOLN Ait'~ lincol n Electri c System Title: Administrator Date Ee..J,,;).D '140./ /it; /(" /990, Page 45 of 118 ;, \,~,, t, 1.'

72 Page 46 of 118 SERVCE SCHEDULE NO. 12 AGREEMENT COVERNG PAYMENT FOR CERTAN USES OF THE NEBRASKA PUBLC POWER DSTRCT BULK TRANSMSSON SYSTEM BY LNCOLN ELECTRC SYSTEM This Service Schedule No. 12 is agreed to effective JUJLt-. S:, 1994, to be effective under and as a part of the nterconnection Agreement effective May 1, 1977, between the Nebraska Public Power District, hereinafter called "District tl, and the City of Lincoln operating as the Lincoln Electric System, hereinafter called tlles". SECTON 1 - TERM 1.01 This Service Schedule shall become effective upon completion of the latter of two events: a) ncreasing the Accredited Capability of Gerald Gentleman Station Unit #1 or "increasing the Accredited Capability of Gerald Gentleman Station Unit #2 so that the total Accredited Capability for the Strtion exceeds 1,278 MW. b) mplementation of Service Schedule No. 11 of this Agreement. This Service Schedule shall continue in force and effect until termination of the Parties' Gerald Gentleman Station Participation Power Sales Agreement dated August 7, 1980, as amended, unless sooner terminated pursuant to a mutual agreement of the Parties, in writing, specifically terminating or superseding this Service Schedule. SECTON 2 - DEFNTONS 2.01 DSTRCT'S BULK TRANSMSSON SYSTEM The District's Bulk Transmission System shall mean only transmission facilities, owned or leased by the District, designed to operate at a nominal voltage of not less than 345 KV, including transformers and transfer terminal facilities providing for one level of transformation down from the transmission voltages of the Bulk Transmission System, but the Bulk Transmission System will not include any transmission project the major portion of which is built outside of the State of Nebraska and is primarily for the purpose of importing or exporting power on a long term basis (not less than five (5) years). SECTON 3 - SERVCE TO BE PROVDED 3.01 This Service Schedule No. 12 applies only to payment by LES to the District for eight percent (8.0%) of the amount by which the Accredited Capability of the Gerald Gentleman Station exceeds 1,278 MW. Payment for the same shall be pursuant to the terms and conditions of the District's Bulk Transmission Service Rate Schedule. The form of the Bu"lk Transmission Service Rate Schedule and the rates and charges contained there"i n shall be subject to adjustment by the District once each year, provided however that nothing in this Service Schedule No. 12 or in said Rate Schedule shall cause or be construed as requiring the

73 Page 47 of 118 District to fail to comply with the provisions of the District's bond resolutions The transmission losses incurred by use of this Service Schedule No. 12 shall be based on the studies undertaken by the District pursuant to Section 3.10 of Service Schedule No The control power services and dispatching services, as identified in the Bulk Transmission Service Rate Schedule, shall be provided hereunder pursuant to the terms and conditions of Service Schedule No.3 of the Agreement. APPROVED: FOR NPPD ---J~~~~~-----,?...F~="":"="" FOR CTY OF LNCOLN Lincoln DATE ~-13'-9 f Title M~qf~~~~~~ _ - 2 -

74 Page 48 of 118 EXHBT A NTERCONNECTED FACLTES PONTS OF NTERCONNECTON, MEASUREMENT, OWNERSHP AND RESPONSBLTES 1. NW 68 TH & HOLDREGE SUBSTATON 1.1 Points of nterconnection - The point at which NPPD's 345kV line L-3521 and the point at which NPPD's 115kV line L-1156 are attached to the substation structures in LES's NW 68 th & Holdrege 345kV Substation. 1.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in LES's NW 68 th & Holdrege Substation and shall be owned by LES. The Point of Delivery shall be at the Point of nterconnection(s) and any losses between the Point of Delivery and the interchange meters shall be considered zero. 1.3 Ownership, Operation and Maintenance - The facilities associated with these interconnections located in LES's NW 68 th & Holdrege 345kV Substation to the Point of nterconnection including revenue metering equipment and relays will be owned, operated, and maintained by LES TH & BLUFF SUBSTATON 2.1 Point of nterconnection - The point at which NPPD's 115kV line L-1181B is attached to the substation structures in LES's 70 th & Bluff 161 kv Substation. 2.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in LES's 70 th & Bluff Substation and shall be owned by LES. The Point of Delivery shall be at the Point of nterconnection(s) and any losses between the Point of Delivery and the interchange meters shall be considered zero. 1

75 Page 49 of Ownership, Operation and Maintenance - The facilities associated with this interconnection located in LES's 70 th & Bluff Substation to the Point of nterconnection including revenue metering equipment and relays will be owned, operated, and maintained by LES. 3. SHELDON SUBSTATON 3.1 Points of nterconnection - The point at which LES's 115kV line L-1099 and LES's 115kV line L-1197 are attached to the substation structures in NPPD's Sheldon Substation. 3.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in NPPD's Sheldon Substation and shall be owned by NPPD. The Point of Delivery shall be at the Point of nterconnection(s) and any losses between the Point of Delivery and the interchange meters shall be considered zero. 3.3 Ownership, Operation and Maintenance - The facilities associated with these interconnections located in NPPD's Sheldon Substation to the Point of nterconnection including revenue metering equipment and relays will be owned, operated, and maintained by NPPD. 4. MARK MOORE SUBSTATON 4.1 Points of nterconnection - The point at which LES's 345kV line L-3516 and LES's 345kV line L-3503 are attached to the substation structures in NPPD's Mark Moore Substation. 4.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in NPPD's Mark Moore Substation and shall be owned by NPPD. The Point of Delivery shall be at the Point of nterconnection(s) and any losses between the Point of Delivery and the interchange meters shall be considered zero. 4.3 Ownership, Operation and Maintenance - The facilities associated with these interconnections located in NPPD's Mark Moore Substation to the 2

76 Page 50 of 118 Point of nterconnection including revenue metering equipment and relays will be owned, operated, and maintained by NPPD. 5. WAPA DELVERY Point of Metering of WAPA's Delivery to: Nominal Delivery Voltage Point(s) of Measurement Metering Voltage Adjustment To Meter Readings State Penitentiary 12.5 kv Customer Premises 12.5 kv * Regional Center 12.5 kv Customer Premises 12.5 kv * State Office Bldg kv Customer Premises 12.5 kv * Univ. of Nebraska 34.5 kv Customer Premises 34.5 kv * * As designated in contracts between LES and Western Area Power Administration. ATTEST: NEBRASKA PUBLC POWER DSTRCT ~(dtte 1/!hdJ?---. BY~ U ASSistant Secretary ATTEST: CTY OF LNCOLN Lincoln Electri ystem By '~ Title JJt",U/~ ~ etl) 3

77 Page 51 of 118 NTERCONNECTON AGREEMENT between NEBRASKA PUBLC POWER DSTRCT and MDWEST ENERGY, NC. and TC GREAT PLANS, LLC and SOUTHWEST POWER POOL, NC. EFFECTVE: O C ~ 30, ~ W to 2

78 Page 52 of 118 TABLE OF CONTENTS ARTCLE TTLE PAGE Recitals Definitions... 2 Term and Termination... 4 Regulatory... 5 Facility nterconnection and Operation...: Facility Ownership Metering Transmission Service nterchange and Curtailment Billing Operating Committee ndemnification and Liability General Contract Provisions Exhibits Exhibit "A nterconnected Facilities (includes one-line drawing and structu're detail)

79 Page 53 of 118 CRF # ~-L*J SC N'TERCONNECTON AGREEMENT between NEBRASKA PUBLC POWER DSTRCT and MDWEST ENERGY, NC and OTC GREAT PLANS, LLC and SOUTHWEST POWER POOL, NC. This nterconnection Agreement (Agreement) is made and entered into this -day of o ~ h h e, ~ 2012, by and between Nebraska Public Power District, a public corporation and political subdivision of the state' of Nebraska, with its corporate headquarters located in Columbus, Nebraska (hereinafter referred to as "NPPD"); Midwest Energy, nc., a Kansas not-for-profit corporation (hereinafter referred to as "Midwest"); TC Great Plains, LLC, a Michigan limited liability company (hereinafter referred to as "Co,mpany"); with NPPD, Midwest and the Company each hereinafter referred to as a "Party" and collectively referred to as the "Parties" herein; and Southwest Power Pool, nc. (hereinafter referred to as "SPP" or "Transrrrission Provider"). RECTALS WHEREAS, NPPD and Midwest each own, lease or purchase the output of, and operate or have operating control over certain electric generating facilities together with a transmission system and distribution systems and are engaged in the generation, purchase, transmission, distribution and sale of electric power and energy at retail and wholesale, and

80 Page 54 of 118 WHEREAS, Company owns and operates or has operating control over certain transmission system facilities, and,. WHEREAS, the Parties plan to add high voltage transmission facilities to their respective systems and desire to.enhance the benefits of reliability and economy through the interconnection of their transrr~ission systems, and WHEREAS, SPP.is a Regional Transmission Organization ("RTO") pursuant to the orders of the Federal Energy Regulatory Commission ("FERC") and, as such, is responsible for, among other items, functional control over transmission facilities within its footprint, and WHEREAS, the Parties are participating members in the Southwest Power Pool and have transferred functional control of the operation of their respective systems to SPP, and WHEREAS, the Parties desire to set forth their rights and obligations with respect to the interconnected operation of their respective electric systems or facilities, and WHEREAS, NPPD and Midwest desire to set forth their rights and obligations with respect to the interchange of power and energy associated with said interconnected operation. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows: ARTCLE 1 DEFNTONS 1. "Balancing Authority'' shall mean the responsible entity recognized by NERC that integrates resource plans ahead of time, maintains load-interchange-generation balance within its Balancing Authority Area, and supports interconnection frequency in real time. 1.2 "FERC shall mean the Federal Energy Regulatory Commission or its successor. 1.3 "Good Utility Practice" shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric industry during the relevant time period, or any of the practices, methods-and acts which, in the

81 Page 55 of 118 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. 1.4 "lnterconnection Facilities" shall mean, collectively, all facilities indentified in Exhibit " A required to interconnect the systenis of the Parties at the Point of nterconnection. lnterconnection Facilities shall include the substation protection and control equipment. 1.5 "lnterconnected Operation(s)" shall mean the lnterconnected Facilities have been fully tested, energized and placed into service, and have the capability of transmitting electrical energy at the lnterconnection Point. 1.6 "NERC" shall mean North American Electric Reliability Corporation or its successor or replacement electric reliability organization. 1.7 "NERC Reqional Entity" shall mean the regional entity authorized by NERC and approved by FERC with delegated authority to establish and enforce reliability requirements and to engage in other reliability related functions associated with the operation of the Parties' transmission systems. 1.8 "Point of nterconnection" or "lnterconnection Point" shall be the point that the systems of the Parties are interconnected as identified in Exhibit " A attached hereto and made a part of this Agreement. t is the intent of the Parties that such point be physically located on the KansasNebraska state boundary line or as close thereto as possible. 1.9 "Point of Measurement" shall be the metering point of delivery as identified in Exhibit "A." 1. 0 "Reliability Coordinator" shall mean the entity that is the highest level of authority that is responsible for the reliable operation of the Bulk Electric System, has the Wide Area view of the Bulk Electric System, and has the operating tools, processes and procedures, including the authority to prevent or mitigate emergency operating situations in both next-day analysis and real-time operations. The Reliability Coordinator has the purview that is broad enough to enable the calculation of lnterconnection Reliability Operating Limits, which may

82 Page 56 of 118 be based on the operating parameters of transmission systems beyond any Transmission Operator's vision. "SPP" shall mean the Southwest Power Pool, nc., an RTO, which includes a reserve sharing pool and energy market that administers the provision of open access transmission service on a regional basis across the transmission facilities that SPP member transmission owners have placed under the SPP Open Access Transmission Tariff (OAlT or.tariff). Reference to SPP within this Agreement shall apply to SPP or any successor organization(s). "SPP Criteria" shall mean the SPP document(s), including any revisions made by SPP or replacement document(s), which presents the characteristics of a wellplanned bulk power electric system, describes the basis for model testi,ng and lists the reliability and adequacy tests to be used to evaluate the performance of the SPP Bulk Electric System, and describes coordinated operating procedures necessary to maintain a reliable and efficient electric system. Capitalized terms contained above but not defined shall have the meaning given by NERC. ARTCLE 2 TERM AND TERMNATON 2.1 This Agreement shall become effective on the date first written, or upon the date of its acceptance by FERC, whichever is the later, and shall continue in force and effect for a period of ten (10) years from said date, and from year to year thereafter unless terminated by a Party providing at least twelve (12) months prior written notice to the other Parties. 2.2 This Agreement may be terminated by any Party, in the event any other Party fails to comply with any material term or condition of this Agreement, upon sixty (60) days written notice to the other Parties; provided, the defaulting Party responsible for such termination notice shall have sixty (60) days from the date of, the notice to come into compliance with the applicable term or condition of the Agreement which caused said termination notice, in which case the Agreement shall continue in full force and effect. 2.3 Survival of Riqhts. ~ermination of this Agreement shall not relieve any Party of any of its liabilities and obligations arising under this Agreement prior to the date

83 Page 57 of 118 termination becomes effective. Each Party may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. Applicable provisions of this Agreement will continue in effect after expiration, cancellation, or termination of this Agreement to the extent necessary to provide for final billings, billing adjustments, and the determination and enforcement of liability and indemnification obligations arising from events or acts that occurred while this Agreement was in effect. Upon the effective date of the termination of this Agreement the interconnection between NPPD and Company shall be physically disconnected as arranged for by the Parties. ARTCLE 3 REGULATORY The Parties acknowledge that the NERC promotes the reliability of the Bulk Electric System for North America through standards adoption and a compliance monitoring and enforcement program administered in conjunction with NERC Regional Entities. Each Party herein is under the jurisdiction of a NERC Regional Entity and agrees to comply with approved reliability standards issued by NERC or the applicable NERC Regional Entity. Each Party to this Agreement is registered with NERC for the role(s) of one or more type(s) of Functional Entity. n accordance with such registration and role(s), each Party shall have the responsibility, as applicable to the facilities identified in this Agreement, to submit any required report(s) to NERC, the NERC Regional Entity, or other governmental entity having jurisdiction, as are necessary to perform the role(s) of the Functional Entity(s) that a respective Party is registered as. Each Party shall be responsible to remedy any violations and to pay any penalties or assessments issued by FERC, NERC, or the NERC Regional Entity associated with the facilities identified in this Agreement for the Functional Entity(s) that the respective Party is registered as. As of the effective date of this Agreement, the Parties are members of SPP and are bound to the SPP Criteria and contractual requirements. f for any reason any Party's membership in SPP or its successor organization(s) is terminated or

84 Page 58 of 118 changes, the Parties'agree to negotiate such changes to this Agreement as are required and appropriate. ARTCLE 4 FACLTY NTERCONNECTON AND OPERATON NPPD and Company will interconnect their respective transmission facilities at the Point of nterconnection. Additionally, it is recognized that the Company's lnterconnection Facilities are connected to Midwest's transmission facilities at Midwest's 230 kv Knoll Substation. As of the date of this Agreement, Midwest is not a NERC registered Balancing Authority but has contracted with Westar Energy, nc., for Balancing Authority services under a Balancing Authority Services Agreement. As such, Midwest shall have the obligation to identify and include the lntercor~nection Facilities described herein in such Balancing Authority Services Agreement such that NPPD and Midwest, either acting directly - or through its agent under its Balancing Authority Services Agreement, are able to perform the requirements and obligations pertaining to Balancing Authorities in accordance with the Agreement. The Parties agree to operate their facilities andlor systems in an interconnected manner at the Point of lnterconnection identified and defined on Exhibit " A of this Agreement. The lnterconnection Facilities and the lnterconnection Point are identified on Exhibit "A." Exhibit " A may be revised from time to time by mutual agreement of the Parties, subject to any required FERC approval as applicable to any Party under the Federal Power Act. Before facilities identified in Exhibit " A to this Agreement are interconnected, NPPD and Company shall each test the facilities it owns. The Parties shall mutually agree to a testing plan for such tests. This testing may include, but need not be limited to: (i) (ii) (iii) the placement of in-service relay settings; the acceptance testing of all protective equipment according to mutually accepted minimum requirements; the operability of the protective equipment and associated communication equipment;

85 Page 59 of 118 (iv) (v) (vi) the phasing and synchronizing checks of all related equipment; metering equipment; and communication between the Balancing Authorities 4.4 Prior to energizing and actual power flow over the interconnected facilities, the Party performing such tests on its facilities shall provide to the other Parties copies of the test reports or such other documentation as may be necessary to verify the performance of such tests and the readiness of such facilities for being placed into service. 4.5 NPPD and Company, respectively, shall provide the other Parties with notice when it believes the facilities it is responsible for under this Agreement, or portions thereof, which are planned to interconnect with another Party's facilities or Balancing Authority, are completed. Following such notice, the Parties receiving notice shall promptly provide approval to interconnect or, in the event that the Parties receiving notice do not agree that a Party's facilities are capable or ready to be interconnected, provide documentation of such defect(s) andlor the reasoning pertaining to the other Party's failure to comply with this Agreement. The Party receiving the notice shall not unreasonably withhold or delay giving consent to such interconnection. The Party found to have defect(s) or failing to comply with this Agreement shall take appropriate actions to correct any such defects or failure and shall obtain the other Parties' approval of the corrections. 4.6 The Parties agree to develop mutually accepted protocols for switching, prior to energizing the lnterconnection Facilities identified in Exhibit "A." Said switching protocols established by the Operating Committee (Article 10) shall govern all future operations of, the nterconnected Facilities until changed by mutual agreement of all the Parties. Switching operations shall be coordinated through each Party's dispatchlcontrol centers. 4.7 A Party owning lnterconnection Facilities shall have the right to make modifications or alterations to its lnterconnection Facilities as it deems necessary in its sole judgment and such modifications or alterations shall be subject to the approval processes of SPP and the approval of other regulatory authorities, as applicable.

86 Page 60 of 118 Should modifications or alterations to the lntercor~nection Facilities by the owning Party reasonably be expected to affect the operations or the lnterconnection Facilities owned by another Party or the Balancing Authority of another Party, then the Party making such modifications or alterations shall obtain written consent of the affected Party or Parties prior to making such modifications or alterations. Modifications or alterations to the lnterconnection Facilities by the owning Party shall be at the expense of the owning Party. Further, if such modifications or alterations necessitate additional and other modifications or alterations to the lnterconnection Facilities or electric system of another Party, which are not directed by SPP or other regulatory authority having jurisdiction, such additional and other modifications or alterations shall be at the sole expense of the Party initiating the changes, unless (i) otherwise agreed to in writing by the Parties, or (ii) otherwise allocated pursuant to the SPP tariff. The initiating Party's responsibility for such costs is limited to those costs that are incremental to any costs already planned to be incurred by the other Party on its lnterconnection Facilities or electric system. 4.8 Utilitv Responsibility. Any Party that is a load serving entity shall bear full responsibility for its respective obligations to serve its own load and for operations of its system. The respective facilities and systems of the Parties shall be operated continuously as interconnected facilities and systems under normal conditions, and the Parties shall cooperate in keeping the frequency of the interconnected facilities and systems of the Parties at or near 60 Hz. 4.9 Disturbances. The Parties shall operate their electric facilities and systems and the interconnected facilities in such manner as to minimize the likelihood of a disturbance originating on one Party's facilities or system and causing impairment to the service of another Party's facilities or system or of any other system with which the Party is interconnected. f synchronous operations of the Parties' facilities and systems become interrupted, the Parties shall cooperate to remove the cause of the interruption as soon as practicable and restore their facilities and systems to normal interconnected operating conditions. f emergency conditions arise on one Party's system that overload,the other Party's facilities, the Party on whose system the emergency arises shall take immediate steps to reduce the load on such overloaded facilities to their safe and rated capacity.

87 Page 61 of 118 Reactive Power and Voltage Levels. NPPD and Company, as' applicable, will each supply or obtain all of its own reactive power requirements andlor will maintain voltage levels on its electric system at the Point of lnterconnection as are deemed appropriate by the Operating Committee, and in accordance with NERC Reliability Standards. NPPD and Company shall not be obligated to -, deliver or receive reactive ' power for the benefit of any Party under this Agreement. Emergency Enerqv. NPPD and Midwest agree to provide andlor arrange emergency energy for each other as both resources and transmission availability allow and in accordance with NERC Reliability Standards. ARTCLE 5 FACLTY OWNERSHP Ownership of nterconnected Facilities for the lnterconnection Point shall be identified on Exhibit "A." 5.1. NPPD will own and install the remote terminal unit (RTU) at NPPD's Axtell Substation and will employ industry acceptable telemetry practices such that Midwest (or Midwest's provider of Balancing Authority services) may receive data Company will own and install the remote terminal unit (RTU) at Company's Post Rock Substation and will employ industry acceptable telemetry practices such that NPPD may receive data NPPD will own and install the revenue metering equipment at NPPD's Axtell Substation. Any Party who owns facilities shall be responsible for the operation, maintenance, removals or replacements, and upgrades to the facilities it owns in accordance with Good Utility Practice.

88 Page 62 of 118 ARTCLE 6 METERNG 6.1 Each Party shall be entitled to install metering and telemetering equipment at its own.expense and consistent with SPP contractual requirements at the Point of nterconnection. 6.2 The electric power and energy delivered through the Point of nterconnection shall be measured by four quadrant kilowatt-hour meters and kilowatt demand meters that record on quarterly hour increments, capable of producing reports on a clock-hour basis, all located at the Point of Measurement identified on Exhibit "A." The Party owning the metering equipment shall be responsible for testing of metering equipment and the owning Party shall permit the other Party(s) to telemeter data from its metering as required for its operations. All meter tests and billing adjustments resulting from inaccurate meter registrations shall be accorr~plished as follows: The meter' shall be tested in accordance with applicable SPP requirements, and at such other times as the owner elects at the owner's expense. Any Party may request additional tests and the other Parties shall be notified in advance of the'time of such tests. n the event a Party requests a test, other than the aforementioned routine tests, and the meter is found to be accurate within two percent (2%), the Party requesting the test shall bear the cost of the test. f the inaccuracy exceeds the two percent (2%), the owning Party shall bear the cost of the test, and the readirrgs of the meters taken within a thirty (30) day period preceding the test shall be adjusted. There will not be any correction of meters prior to thirty (30) days preceding the test. All meters when tested will be adjusted to conform to SPP accuracy requirements, currently two tenths of one percent (0.2 %), plus or minus of correct registration at full load rating of the meter. 6.3 Any Party that owns metering shall read the meters it owns. When such data is required for settlements, special tests, operating records, or for other purposes consistent with the objectives thereof, each Party that owns metering shall furnish to the other Parties the appropriate data for the meter registrations and from other sources in such detail and with such segregation and on such time periods as determined by the Operating Committee. 'The information required for

89 Page 63 of 118 monthly billing, if any, shall be furnished to the other Party(s), which require such information, as soon as reasonably possible after the end of the ill in^ period for, which the bill is to be rendered. 6.4 Responsibility for losses incurred on the nterconnection(s) shall be divided between the NPPD and Midwest Balancing Authority Areas. Except as otherwise mutually agreed by the Parties and specified in Exhibit "A," NPPD will be responsible for losses incurred on NPPD's transmission facilities residing on its side of the Point(s) of lnterconnection and Midwest will be responsible for losses incurred on the Company's transmission facilities residing within the Midwest Balancing Authority on the Company side of the Point(s) of nterconnection. f metering for the lnterconnection(s) is adjusted for losses, 'the loss adjustment applied shall correct the meter readings to the Point(s) of nterconnection. n the event of such loss adjustment, the Parties acknowledge that the Balancing Authority Area boundary between NPPD and Midwest shall be at the Point of nterconnection. ARTCLE 7 TRANSMSSON SERVCE 7.1 No Grantinq or Representation of Transmission Service. No transmission service is provided as a part of this Agreement. Nothing in this Agreement shall create any right to transmission service nor constitute an express or implied representation of warranty on the part of any Party with respect to the current or future availability of trarismission service or create any obligation on the part of any Party to accept deliveries of power and energy from any other Party. ARTCLE 8 NTERCHANGE AND CURTALMENT 8.1 Service to be Rendered. Electric power andlor energy delivered through the interconnection(s) shall be of a character commonly known as three-phase, sixty (60) Hz, alternating current and shall be delivered at the Point(s) of nterconnection, and at the nominal voltage level(s) thereof, at such Point(s) of lnterconnection described in Exhibit "A," and as the same may be amended. 'The scheduling of emergency energy hereunder shall be agreed to in advance between the NPPD and Midwest Balancing Authorities. Such agreement(s) shall be documented in writing and billed in accordance with Section 9.1.

90 Page 64 of Schedulinq. NPPD and Midwest shall schedule all transactions in accordance with the applicable NERC Reliability Standards for power and energy. 8.3 Curtailment. Either NPPD or Company or Midwest may coordinate through the SPP Reliability Coordinator partial or full curtailment for the receipt of energy deliveries from NPPD or Midwest at the Point of lnterconnection if the curtailing Party determines that curtailment is necessary (i) to protect, construct, install, inspect, maintain, repair, replace or remove any portion of the lnterconnection Facilities or transmission facilities which it owns, or (ii) to comply with the system reliability requirements of NERC, the applicable NERC Regional Entity, Reliability Coordinator, Transmission Operator, or the Balancing Authority. The Parties agree that curtailments: (i) shall continue only for so long as reasonably necessary by the actions ' or events that necessitated the curtailment, and (ii) shall be scheduled in advance with the other Party(s), except during the existence of emergency conditions, and the Parties shall cooperate and coordinate scheduled curtailments to minimize impacts on their respective systems, and The Parties shall cooperate and coordinate with each other to the extent necessary to restore lnterconnection Facilities to full operations in the case of emergency curtaiiments. ARTCLE 9 BLLNG 9.1 Billing for Services. Any billing for services between the Parties shall be made in accordance with the appropriate tariff, service agreement or other written agreement between the Parties under which that service is provided. 9.2' Payment Requirements. Without admitting to the correctness thereof, payments will be made to the Party performing the work or providing services when due and without deduction. Except as may be othewise agreed to by the Parties, all payments will be due within thirty (30) days after the date of the bill. f the due date falls on a Saturday, Sunday or holiday observed by another Party, the following business day becomes the due date. f the owing Party fails to make full

91 Page 65 of 118 payment on or before the due date, the owing Party will pay interest on any unpaid amount from the date due to the date payment is received by the other Party. Such interest will accrue at the rate of one percent (1%) per month or prorata portion thereof. 9.3 Pavment Disputes. f a Party desires to dispute all or any part of the charges submitted by the other Party pursuant to this Agreement, the disputing Party shall nevertheless pay the full amount of the charges due. The disputing Party shall then provide a written notice to the other Party within sixty (60) days from the date the billing is rendered, which notice shall fully describe the basis for the dispute and set forth a detailed statement of the disputed issue(s), the amount in dispute, and the relief sought. f the basis for such dispute could not have been discovered by reasonable diligence within said sixty (60) days, any such notice shall be given, if at all, within sixty (60) days of the date of such discovery or within eighteen (18) months from the date the billing is rendered, whichever occurs first. The disputing Party will not be entitled to any adjustment on account of any disputed charges not brought to the other Party's attention within the time and in the mariner herein specified. f resolution of the dispute results in a refund to the disputing Party, an amount of interest shall be added to the refund. Such interest will accrue at the rate of one percent (1%) per month or prorata portion thereof. ARTCLE 10 OPERATNG COMMTTEE 10.1 Each Party to this Agreement shall appoint one representative to act on its behalf in matters pertaining to this Agreement, such representatives being referred to collectively as the Operating Committee. Each Party shall advise the other Parties in writing as to its designated representative on the Operating Committee, and at any time a change is made in such designated representative. Any representative may call for a meeting of the Operating Committee at any time and may request personnel from their respective companies to attend such meetings. The principle responsibilities of the Operating Committee shall be to address any and all operational issues, procedures, disputes, or actions required to carry out the intent of this Agreement. The Operating Committee shall have no authority to amend or modify any provisions of this Agreement or to settle payment, indemnification and other monetary or liability disputes.

92 Page 66 of The Operating Committee shall meet at such times as deemed necessary by the Parties. Written minutes shall be kept for all meetings of the Operating Committee and decisions or agreements made by the Operating Committee shall be unanimous and reduced to writing and signed by all three Parties f the Parties' representatives are unable to agree on any matters within the jurisdiction of the Operating Committee, such matters shall be referred to the Chief Operating Officer of each Party for resolution. ARTCLE 11 NDEMNFCATON AND LABLTY 11. ndemnification. Each Party shall indemnify, hold harmless and defend the other Parties, their agents, servants, employees and officers from any and all costs and expenses, including but not limited to attorney fees, court costs and all other amounts that said other Parties, their agents, servants, employees and officers are or may become obligated to pay on account of any and all demands, claims, liabilities or losses arising or alleged to have arisen out of, the construction, installation, operation or maintenance of the nterconnection Facilities and operated by the indemnifying Party, or in any way connected with, the negligent acts or oniissions of an indenir~ifying Party, its agents, servants, employees or officers, whether such demands, claims, liabilities or losses be for damages to property, including property of the Parties or injury or death of any person, including agents, servants, errlployees or officers of the Parties Liabilitv. Each Party, its directors, officers, employees and agents shall not be liable to the other Parties and their directors, officers, employees and agents or to any third party or other person for any damages whatsoever arising or resulting from any act or omission in any way associated with service provided under this Agreement, including, but not lirrrited to, any act or omission that results in an interruption, deficiency or imperfection of interconnected service SPP Limitation of Liabiu. Nothing in this Agreement shall be construed to create or give rise to any liability on the part of SPP and the Parties expressly waive any claims that may arise against SPP under this Agreement Effect of SPP Siqnature. By executing this Agreement, SPP does not agree to the provisions that do not affect or involve SPP transmission service or SPP's role as a FERC-approved RTO. The Parties acknowledge and understand that

93 Page 67 of 118 the signature of the authorized officer of SPP on this Agreement is for the limited purpose of: (1) acknowledging that an officer of SPP has read the terms of this Agreement; and (2) acknowledging and agreeing to any sections which may affect or involve SPP transmission service or SPP's role as a FERC-approved RTO. 'The Parties and SPP further state that they understand that FERC desires that the Parties keep SPP 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 SPP office shall not in any way be deemed to imply that SPP is taking responsibility for the actions of any Party, that SPP has any affirmative duties under this Agreement, or that SPP is liable in any way under this Agreement except as specifically provided in the SPP Tariff No Joint Venture. Nothing contained in this Agreement is intended to, or shall be deemed to, create a partnership or joint venture relationship among the Parties or any of their Affiliates for any purpose. As such, the liability of each or any Party to this Agreement is several and not joint with the other Parties to this Agreement. For avoidance of doubt, each Party shall be liable to any other Party only for its respective obligations, and not for the liability of any other Party or combination of Parties. ARTCLE 12 GENERAL CONTRACT PROVSONS 12.1 Captions. Captions of the various articles and sub-headings herein are intended for convenience of reference only and shall not define or limit the terms or provisions hereof Notices and Communications. All notices, requests, claims, demands and other communications required or permitted to be given under this Agreement must be in writing, and must be given (and will be deemed to have been duly given if so given) by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Parties, or personally delivered to the respective Parties as follows:

94 Page 68 of 118 To NPPD: Contracts Manager Nebraska Public Power District P.O. Box 499 CO~U~T~US, NE To Midwest: Vice President Engineering & Energy Supply Midwest Energy, nc Canterbury Dr. Hays, KS To Company: President TC Great Plains, LLC 3500 Fairlawn Rd., Suite 101. Topeka, KS To SPP: Chief Operating Officer Southwest Power Pool, nc. 201 Worthen Drive Little Rock, AR Any Party,may change its address or designated representative for notices by providing notice to the other Parties in the manner provided above Amendments. Neither this Agreement nor any part hereof may be amended, supplemented, waived, or modified except by an instrument of writing signed by all the Parties, which may be submitted to FERC for approval, if required, as applicable to the Parties under the Federal Power Act Successors/Assi~ns. This Agreement shall be binding upon and inure to the benefits of the successors, legal representatives, and any assignee of the Parties; provided, however, no Party shall assign all or part of its rights or delegate all or part of its duties under this Agreement without express written

95 Page 69 of 118 consent of the other Parties, which consent shall not be unreasonably withheld, and an assignment or delegation by a Party of all or part of its rights or duties shall not discharge such Party from its duties under this Agreement, whether consented to or not, ur~less such discharge is expressly provided by the written agreement of the other Parties. An approved assignment or delegation shall not be deemed to permit any further or other assignment or delegation Uncontrollable Forces. A Party shall not be considered to be in default in the performance of any obligation hereunder, other than the obligation to make payments as provided in this Agreement, if failure of performance shall be due to uncontrollable forces, the term "uncontrollable forces" meaning any cause beyond the control of the Party affected, including but not limited to an act of God,.flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, acts or threats of terrorism and actions to prevent or protect against the same, restraint by court order or public authority including court orders, injunctions, and restraint by governmental agencies with proper jurisdiction prohibiting or failing to approve acts necessary to performance hereunder or permitting any such act only subject to unreasonable conditions, or failure of equipment or inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers, which by the exercise of due foresight such Party could not reasonably have been expected to avoid and which by the exercise of due diligence it shall be unable to overcome. A Partjl, however, shall not be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence to remove or remedial causes that it fails to remove or remedy with reasonable dispatch. Nothing contained herein, however, shall be construed to require a party to prevent or settle a strike or labor negotiation Waivers. Any waiver at any time by a Party of its rights with respect to a default under this Agreement or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other default or other matter arising in connection herewith Right of Access. Midwest and/or Company shall have access to NPPD1s Axtell Substation premises at all reasonable times for the purpose of testing, repairing, renewing, exchanging or removing any or all equipment installed by Midwest or Company and NPPD shall have similar rights of access in respect of equipment installed and owned by NPPD at Company's Post Rock Substation. Each Party, after notice to the other Party and receiving consent to such access, shall comply

96 Page 70 of 118 with the other Party's safety and access rules and requirements applicable to the other Party's premises Governing Law. NPPD's performance and obligations under this Agreement shall be interpreted under and governed by the laws of the State of Nebraska and Company's' and 'Midwest's performance and obligations under this Agreement shall be interpreted under and. governed by the laws of the State of Kansas. The Parties agree that any action arising out of or related to this Agreement brought by a Party against another Party shall be brought only in the federal or state courts located in the state of the other Party No Third Partv Rights. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties hereto, any benefits, interests, rights, or remedies under or by reason of this Agreement Severabilitv. f any term, condition, covenant, restriction or other provision of this Agreement is held by a court or regulatory agency of competent jurisdiction or by legislative enactment to be invalid, void or otherwise unenforceable, the remainder of the terms, conditions, covenants, restrictions and other provisions of this Agreement shall remain in full force and effect unless such an interpretation would materially alter the rights and privileges of any Party. f any term, condition, covenant, restriction or other provision of this Agreement is held invalid, void or otherwise unenforceable, the Parties shall attempt to negotiate an appropriate and equitable replacement, revision, or adjustment to the provision of this Agreement to restore the benefits and obligations conferred under the original Agreement This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. All prior agreements, representations, statements, and negotiations are hereby superseded. This Agreement may be amended only by a writing executed by all Parties.

97 Page 71 of 118 N W'TNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized officers or representatives as of the day and year above set forth. NEBRASKA PUB-C POWER DSTRCT Printed Name: r& 5 r,&i'&/ Title: -0 Date: /P/Jd//z TC GREAT PLANS, LLC By: TC Grid Development, LLC, By: its Sole Member 0 vvo e, By TC Holdings Corp., Title: E V f % Coo Date: z0z BY Printed Name: a154 ME fi - Title: if' TK=~&~!~ ~ate:%'(ld- 201% ( 4.

98 Page 72 of 118 EXHBT "A" NTERCONNECTON FACLTES - 1. AXTELL - POST ROCK 345 kv NTERCONNECTON: 1. Point of lnterconnection - The point at which NPPD's 345 kv transmission line # 3522 is connected to Company's dead-end structure located at or near the NebraskaKansas state boundary line. 1.2 Metering (Point of Measurement) and Point of Deliverv - nterchange metering shall be located in NPPD's Axtell 345 kv Substation and shall be owned by NPPD. The Point of Delivery shall be at the Point of lnterconnection and any losses between the Point of Delivery and the Axtell 345 kv Substation shall be NPPD's responsibility. 1.3 Ownership, Operation, and Maintenance - The facilities associated with this interconnection located in NPPD's Axtell 345 kv Substation to the Point.of nterconnect, including the conductors, revenue metering equipment, RTU, and protection devices, will be owned operated and maintained by NPPD. Company shall own, operate, and maintain the dead-end structure and all appurtenant' materials on said structure located at or near the NebraskaKansas state boundary line. Ownership of the facilities associated with this interconnection is generally described in Exhibit "A."

99 Page 73 of The intent of the Parties is that the Point of nterconnection shall be located on the state boundary line or as close thereto as possible and for all purposes shall be treated as if located exactly on the border. NEBRASKA PUBLC POWER DSTRCT Printed Name: Fda c & % t Title: ufi do0 Date: 1 8/24/20 (2 Date: /oh 4//7 fl TC GREAT PLANS, LLC SOUTH~~$T POWER POOL, NC. By: TC Grid Development, -LC, its Sole Member By TC Holdings Corp., Title: E\1P & COO Date: 1~1301~012 BY Printed Name: &1~7/u?t l), & P?n i3/- Title: LP nc i-fu/&vi, Date: 25' fld.201dl fit.$. ZTCG~~P/!~G

100 Page 74 of 118 'ON r-1 TO MDWEST E N m s KNOLL 250 KV SUBSTATON CADD FLE: E

101 EXHBT A - CONTNUED Page 75 of 118 TO TC's POST ROCK STAT1 0 N LNE #3522 TO NPPD's AXTELL SUBSTATON NPPD OWNED FACLTES NOTE: TC STRUCTURE 8507 ; (NPPD STRUCTURE #223) AT THE KANSAS/NEBRASKA BORDER. 9 NOTE: NPPD OWNS THE CONDUCTORS, NSULATORS AND DEAD END ASSEMBLES ON NPPD's LNE 3522, TC OWNS THE STRUCTURE AND ALL OTHER APPURTENANTS NCLUDNG THE JUMPERS. TC's 345 KV SNGLE CRCUT STEEL POLE AT THE KANSAS/NEBRASKA BORDER NebrsaLaPubttoPomr~ cum nm ~ SCALE: 3/ '4'

102 Page 76 of 118 N'TERCONNECTON AND NTERCHANGE AGREEMENT between NEBRASKA PUBLC POWER DS'TRCT and WESTAR ENERGY, NC. EFFECTVE: S ~ b') m *O'O

103 Page 77 of 118 TABLE OF CONTENTS ARTCLE TTLE Recitals Definitions PAGE 1 2 Term and Termination Regulatory Facility nterconnection and Operation Facility Ownership Metering and losses Transmission Service nterchange and Curtailment Billing Operating Comrrrittee ndemnification and Liability General Contract Provisions nterconnected Facilities

104 Page 78 of 118 N'TERCONNEC'TON AND NTERCHANGE AGREEMENT between NEBRASKA PUBLC POWER DS'TRCT and WESTAR ENERGY, NC This nterconnection and nterchange Agreement (Agreement) is niade and entered into effective this 1st day of September, 2010, by and between Nebraska Public Power District (NPPD), a public corporation and political subdivision of the State of Nebraska with its corporate headquarters located in Columbus, Nebraska and Westar Energy, nc. (Westar), a Kansas corporation with its corporate office located in Topeka, Kansas, hereinafter referred to individually as "Party" or collectively as "Parties". RECTALS WHEREAS, NPPD and Westar each own, lease or purchase the output of, and operate or have operating control over certain electric generating facilities together with a transmission system and distribution systems and are engaged in the generation, purchase, transmission, distribution and sale of electric power and energy at retail and wholesale, and WHEREAS, both Parties plan to add high voltage transmission facilities to their respective systems and desire to enhance the benefits of reliability and economy through the interconnection of their transrrrission systems, and WHEREAS, both Parties are participating members in the Southwest Power Pool (SPP) and have transferred functional control of the operation of their respective systems to SPP which is responsible for providing electric transmission and interconnection service on the electric transmission facilities under its functional control, and WHEREAS, the Parties desire to set forth their rights and obligations with respect to the interconnected operation of their respective electric systems and the interchange of power and energy associated with said interconnected operation. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

105 Page 79 of 118 ARTCLE 1 DEFNTONS 1. "Balancing Authority" shall mean the responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area. 1.2 "FERC" shall mean the Federal Energy Regulatory Commission or its successor. 1.3 "lnterconnection Facilities" shall mean, collectively, all facilities indentified in Exhibit A required to interconnect the systems of the Parties at the Point(s) of nterconnection. lnterconnection Facilities shall include the substation protection and control equipment. 1.4 "lnterconnected Operation(s)" shall mean the lnterconnected Facilities have been fully tested and have the capability of transmitting electrical energy at the lnterconnection Point(s). 1.5 "NERC" shall mean North American Electric Reliability Corporation or its successor or replacement electric reliability organization. 1.6 "NERC Regional Entitv(ies)" shall mean the regional entity authorized by NERC and approved by FERC with delegated authority to establish and enforce reliability requirements and to engage in other reliability related functions associated with the operation of the Parties' transmission systems. 1.7 "Point(s) of nterconnection" or "lnterconnection Point(s)" shall be the point(s) that the systems of the Parties are interconnected as identified in Exhibit A attached herein and made a part of this Agreement. 1.8 "Point of Measurement" shall be the metering point of delivery as identified in Exhibit A attached herein and made part of this Agreement. 1.9 "Reliability Coordinator" shall have 'the meaning as defined by NERC "SPP" shall mean the Southwest Power Pool, nc., a regional transmission organization, which includes a reserve sharing pool and energy market that administers the provision of open access transmission service on a regional basis across the transmission facilities that SPP member Transmission Owners, as defined by the SPP Membership Agreement, have placed under the SPP Open Access Transmission Tariff (OATT). The Parties agree that reference to SPP within this Agreement shall apply to SPP or any successor organization(s) SPP Criteria" shall mean the SPP document, including any revisions made by SPP.

106 Page 80 of 118 Good Utility Practice. Good Utility Practice at any particular time nieans any of the practices, methods and acts which, in the exercise of reasonable judgment in the light of the facts (including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the electrical utility industry prior hereto) known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and expedition. n applying the standard of Good Utility Practice to any matter under this Agreement, equitable consideration should be given to the circumstances, requirements, and obligations of the Parties and there shall be taken into consideration the fact that NPPD is a public corporation and political subdivision of the State of Nebraska with prescribed powers, duties, and responsibilities. t is understood that Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather a spectrum of possible practices, methods, or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and expedition. Good Utility Practice includes due regard for manufacturer's warranties, and the requirements of governmental agencies having jurisdiction. ARTCLE 2 TERM and TERMNATON 2.1 This Agreement shall become effective on the date first written and shall continue in force and effect for a period of ten (10) years from said date, and from year to year thereafter unless terminated by either Party providing at least twelve (12) months prior written notice to the other Party. 2.2 This Agreement may be terminated by a Party, in the event the other Party fails to comply with any material term or condition of this Agreement, upon sixty (60) days written notice to the other Party; provided, the Party receiving such termination notice shall have sixty (60) days from the date of the notice to come into compliance with the applicable term or condition of the Agreement which caused said termination notice, in which case the Agreement shall continue in full force and effect. Survival of Riclhts. Termination of this Agreement shall not relieve any Party of any of its liabilities and obligations arising under this Agreement prior to the date termination becomes effective. Each Party may take whatever judicial or administrative actions as appear necessary or desirable to enforce its rights hereunder. Applicable provisions of this Agreement will continue in effect after expiration, cancellation, or termination of this Agreement to the extent necessary to provide for.final billings, billing adjustments, and the determination and enforcement of liability and indemnification obligations arising,from events or acts that occurred while this Agreement was in effect.

107 Page 81 of Upon the effective date of the terniination of this Agreement the interconnection between the Parties shall be physically disconnected by both Parties. ARTCLE 3 REGULATORY 3.1 The Parties acknowledge that the NERC promotes the reliability of the bulk electric system for North America through standards adoption and a compliance monitoring and enforcement program administered in conjunction with NERC Regional Entities. Each Party herein belongs to a NERC Regional Entity and agrees to comply with approved reliability standards issued by NERC or the applicable NERC Regional Entity. Each Party agrees that it will comply with, and be solely responsible for, all applicable NERC Reliability Standards associated with its own system. Each Party shall be solely responsible for any penalties or fines assessed against it by NERC or the NERC Regional Entity. 3.2 As of the effective date of this Agreement, NPPD and Westar are members of the SPP and are bound to the SPP Criteria and contractual requirements. f for any reason either Party's membership in SPP is terminated or changes, the Parties agree to negotiate such changes to this Agreement as are required and appropriate. ARTCLE 4 FACLTY N'TERCONNECTON AND OPERATON 4.1 The Parties agree to operate their systems in an interconnected manner at the Point(s) of lnterconnection identified and defined on Exhibit A of this Agreement. The lnterconnection Facilities and the lnterconnection Point(s) are identified on Exhibit A, attached hereto, and made part of this Agreement by reference. Exhibit A may be revised from time to time by mutual agreement of the Parties, subject to any required FERC approval as applicable to a Party under the Federal Power Act. 4.2 Before facilities identified in Exhibit A to this Agreement are interconnected, each Party shall test the facilities it owns. The Parties shall mutually agree to a testing plan for such tests. This testing may include, but need not be limited to: (i) the placement of in-service relay settings;

108 Page 82 of 118 (ii) (iii) (iv) (v) the acceptance testing of all protective equipment according to mutually accepted minimum requirements; the operability of the protective equipment and associated communication equipment; the phasing and synchronizing checks of all related equipment; and metering equipment. Prior to energizing and actual power flow over the interconnected facilities, the Party performing such tests on its facilities shall provide to the other Party copies of the test reports or such other documentation as may be necessary to verify the performance of such tests and the readiness of such facilities for being placed into service. Each Party shall provide the other Party with notice when it believes the facilities it is responsible for under this Agreement, or portions thereof, which are planned to interconnect with the other Party's facilities, are completed. Following such notice, the Party receiving notice shall promptly provide approval to interconnect or, in the event that the Party receiving notice does not agree that the Parties' facilities are capable or ready to be interconnected, provide documentation of such defects or the other Party's failure to comply with this Agreement. The Party receiving the notice shall not unreasonably withhold or delay giving consent to such interconnection. 'The Party found to have defects or failing to comply with this Agreement shall take appropriate actions to correct any such defects or failure and shall obtain the other Party's approval of the corrections. 4.3 The Parties agree that the Operating Committee (as defined in Article 10) will develop mutually accepted protocols for switching, prior to energizing the nterconnection Facilities identified in Exhibit A. Said switching protocols established by the Operating Committee shall govern all future operations of the lntercor~nected Facilities until changed by mutual agreement of the Parties. Switching operations shall be coordinated through each Party's dispatch/control centers. 4.4 Modifications or alterations to the lnterconnected Facilities by the owning Party shall be at the expense of the owning Party and in accordance with Good Utility Practice. Should modifications or alterations to the lnterconnected Facilities by the owning Party affect the operations or the owned lntercor~nected Facilities of the other Party, then the Party making such modifications or alterations shall provide notice to and coordinate with the other Party prior to making such modifications or alterations.

109 Page 83 of Utility Responsibility. Each Party shall bear full responsibility for its respective obligations to serve its own load and for operations of its system. The respective systems of the Parties shall be operated continuously as interconnected systems under normal conditions, and the Parties shall cooperate in keeping the frequency of the interconnected systems of the Parties at or near 60 Hz. 4.6 Disturbances. The Parties shall operate their electric systems and the interconnected facilities in such niarlner as to minin-rize the likelihood of a disturbance originating on one Party's system and causing impairment to the service of the other Party's system or of any other system with which the Party is interconnected. f synchronous operations of the Parties' systems become interrupted, the Parties shall cooperate to remove the cause of the interruption as soon as practicable and restore their systems to normal interconnected operating conditions. f emergency conditions arise on one Party's system that overload the other Party's facilities, the Party on whose system the emergency arises shall take immediate steps to reduce the load on such overloaded facilities to their safe and rated capacity. 4.7 Reactive Power and Voltage Levels. Each Party will supply or obtain all of its own reactive power requirements. Each Party will maintain voltage levels on its electric system at the Point(s) of nterconnection as are deemed appropriate by the Operating Committee, and in accordance with NERC Reliability Standards. 4.8 Emer~encies. The Parties agree to maintain the interconnection in order to provide emergency energy for each other as both resources and transmission availability allow and in accordance with NERC Reliability Standards. ARTCLE 5 FACLTY OWNERSHP 5.1 Ownership of nterconnected Facilities for the lntercor~nection Point(s) shall be identified on Exhibit A NPPD will own and install the remote terminal unit (RTU) at NPPD's Steele City Substation and provide a port from which Westar will receive data Westar will own and install the remote terminal unit (RTU) at Westar's Knob Hill Substation and provide a port from which NPPD will receive data NPPD will own and install the revenue metering equipment at NPPD's Steele City Substation.

110 Page 84 of Each Party shall be responsible for the operation, maintenance, removals or replacements, and upgrades to the facilities it owns in accordance with Good Utility Practice. ARTCLE 6 METERNG and LOSSES 6.1 Each Party shall be entitled to install metering and telemetering equipment at its own expense and consistent with SPP contractual requirements at the Point(s) of nterconnection. The electric power and energy delivered through the Point(s) of nterconnection shall be measured by four quadrant kilowatt-hour meters and kilowatt demand meters that record on quarterly hour increments, capable of producing reports on a clock-hour basis, all located at the Point of Measurement identified on Exhibit A. The Party owrring the metering equipment shall be responsible for testing of metering equipment and the owning Party shall permit the other Party to telemeter data from its metering as required for its operations. All meter tests and billing adjustments resulting from inaccurate meter registrations shall be accomplished as follows: 6.3 The meter shall be tested in accordance with applicable SPP reql-~irements, and at such other times as the owner elects at the owner's expense. Either Party may request additional tests. Both Parties shall be notified in advance of the time of such tests. n the event a Party requests a test, other than the aforementioned routine tests, and the meter is found to be accurate within two percent (2%), the Party requesting the test shall bear the cost of the test. f the inaccuracy exceeds the two percent (2%), the owning Party shall bear the cost of the test, and the readings of the meters taken within a thirty (30) day period prior to the test shall be adjusted. There will not be any correction of meters for more than thirty (30) days preceding the test. All meters when tested will be adjusted to within one half percent (112%) plus or minus of correct registration at full load rating of the meter. 6.4 Each Party shall read the meters it owns. When such data is required for settlements, special tests, operating records, or for other purposes consistent with the objectives thereof, each Party shall furnish to the other Party the appropriate data for the meter registrations and from other sources in such detail and with such segregation and on such time periods as determined by the Operatirrg Com~niittee. 'The information required for monthly billing, if any, shall be furnished to the other Party as soon as reasonably possible after the end of the billing period for which the bill is to be rendered. 6.5 Responsibility for losses incurred on the interconnection(s) shall be divided between the NPPD and Westar balancing areas. Except as otherwise mutually agreed by the Parties and specified in Exhibit A, NPPD will be responsible for

111 Page 85 of 118 losses incurred on NPPD's transn-~ission facilities residing on its side of the Point(s) of lnterconnection and Westar will be responsible for losses incurred on Westar's transmission facilities residing on its side of the Point(s) of nteconnection. f metering for the interconnection(s) is adjusted for losses, the loss adjustment applied shall correct the meter readings to the Point(s) of nterconnection. ARTCLE 7 TRANSMSSON SERVCE 7.1 No Granting or Representation of Transmission Service. No transmission service is provided as a part of this Agreement. Nothing in this Agreement shall create any right to transmission service nor constitute an express or implied representation of warranty on the part of either Party with respect to the current or future availability of transmission service or create any obligation on the part of either Party to accept deliveries of power and energy from the other Party. ARTCLE 8 NTERCHANGE AND CURTALMENT 8.1 Service to be Rendered. Electric power and/or energy delivered via the interconnection(s) shall be of a character commonly known as three-phase, sixty (60) Hz, alternating current and shall be delivered at the Point(s) of nterconnection, and at the nominal voltage level(s) thereof, as such Point(s) of lnterconnection is described in Exhibit A, and as the same may be amended. The scheduling of emergency energy hereunder shall be agreed to by the Parties in advance. Such agreement(s) shall be documented in writing and billed in accordance with Section Scheduling. The Parties shall schedule all transactions in accordance with the applicable NERC Reliability Standards. 8.3 Curtailment. Either Party may partially or fully curtail receipt of energy deliveries from the other Party at the lnterconnection Point(s) if the curtailing Party determines that curtailment is necessary (i) to protect, construct, install, inspect, maintain, repair, replace or remove any portion of the lnterconnection Facilities or transmission facilities which it owns, or (ii) to comply with the system reliability requirements of NERC, the applicable NERC Regional Entity, Reliability Coordinator, or the Balancing Authority. 'The Parties agree that curtailments: a) Shall continue only for so long as reasonably necessary by the actions or events that necessitated the curtailment, and

112 Page 86 of 118 b) Shall be scheduled in advance with the other Party, except during the existence of emergency conditions or curtailment due to persistent or repeated violations of this Agreement, and the Parties shall cooperate and coordinate scheduled curtailments to minimize impacts on their respective systems, and c) Shall cooperate and coordinate with each other to the extent necessary to restore ntercol-~nection operations in the case of emergency curtailments. ARTCLE 9 BLLNG 9.1 Billing for Services. Any billing for services between the Parties shall be made in accordance with the appropriate tariff, rate schedule, or service schedule under which that service is provided. 9.2 Payment Requirements. Without admitting to the correctness thereof, payments will be made to the Party performing the work or providing services when due and without deduction. Except as may be otherwise agreed to by the Parties, all payments will be due within thirty (30) days after the date of the bill. f the due date falls on a Saturday, Sunday or holiday observed by either Party, the following business day becomes the due date. f the owing Party fails to make full payment on or before the due date, the owing Party will pay interest on any unpaid amount from the date due to the date payment is received by the other Party. Such interest will accrue at the FERC interest rate. 9.3 Payment Disputes. f a Party desires to dispute all or any part of the charges submitted by the other Party pursuant to this Agreement, the disputing Party shall nevertheless pay the full amount of the charges due. The disputing Party shall then provide a written notice to the other Party within sixty (60) days from the date the billing is rendered, which notice shall fully describe the basis for the dispute and set forth a detailed statement of the disputed issue(s), the amount in dispute, and the relief sought. f the basis for such dispute could not have been discovered by reasonable diligence within said sixty (60) days, any such notice shall be given, if at all, within sixty (60) days of the date of such discovery or within eighteen (18) months from the date the billirrg is rendered, whichever occurs first. The disputing Party will not be entitled to any adjustment on account of any disputed charges not brought to the other Party's attention within the time and in the manner herein specified. f resolution of the dispute results in a refund to the disputing Party, an amount of interest shall be added to the refund. Such interest will accrue at the FERC interest rate.

113 Page 87 of 118 ARTCLE 10 OPERATNG COMMTTEE 10.1 Each Party shall appoint one representative to act on its behalf in matters pertaining to this Agreement, such representatives being referred to collectively as,the Operating Committee. Each Party shall advise the other Party in writing as to its designated representative on the Operating Committee, and at any time a change is made in such designated representative. Either representative niay call for a meeting of the Operating Committee at any time and may request personnel from their respective companies to attend such meetings. The principle responsibilities of the Operating Committee shall be to address any and all operational issues, procedures, disputes, or actions required to carry out the intent of this Agreement. The Operating Committee shall have no authority to amend or modify any provisions of this Agreement The Operating Committee shall meet at such times as deemed necessary by either Party. Written minutes shall be kept for all meetings of the Operating Committee and decisions or agreements made by the Operating Committee shall be unanimous and reduced to writing and signed by both Parties f the Parties representatives are unable to agree on any matters within the jurisdiction of the Operating Committee, such matters shall be referred to the Chief Operating Officer of each Party for resolution. ARTCLE 11 NDEMNFCATON AND LABLTY 11. ndemnification. Each Party shall indemnify, hold harmless and defend the other Party, its agents, servants, employees and officers from any and all costs and expenses, including but not lin-iited to attorney fees, court costs and all other amounts that said other Party, its agents, servants, employees and officers is or may become obligated to pay on account of any and all demands, claims, liabilities or losses arising or alleged to have arisen out of the construction, installation, operation or maintenance of the nterconnection Facilities and operated by the indemnifying Party, or in any way connected with, the negligent acts or omissions of the indemnifying Party, its agents, servants, employees or o.ficers, whether such demands, claims, liabilities or losses be for damages to property, including property of the Parties or injury or death of any person, including agents, servants, employees or officers of the Parties 11.2 Liability. Each Party, its directors, officers, employees and agents shall not be liable to the other Party's directors, officers, employees and agents or to any third Party or other person for any damages whatsoever arising or resulting from any act or omission in any way associated with service provided under this

114 Page 88 of 118 Agreement, including, but not limited to, any act or omission that results in an interruption, deficiency or imperfection of interconnected service. ARTCLE 12 GENERAL CONTRACT PROVSONS 12.1 Captions. Captions of the various articles and sub-headings herein are intended for convenience of reference only and shall not define or limit the terms of provisions hereof. 2.2 Notices and Communications. All notices, requests, claims, demands and other communications required or permitted to be given under this Agreement must be in writing, and must be given (and will be deemed to have been duly given if so given) by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Party, or personally delivered to the respective Parties as follows: To NPPD: To Westar: Contracts Manager Executive Director Transmission Nebraska Public Power District Operations and Construction P.O. Box 499 Westar Energy, nc. CO~U~~US, NE P.O. BOX Topeka, KS Any Party may change its address or designated representative for notices by providing notice to the other Party in the manner provided above Amendments. This Agreement may be amended, supplemented, waived, or modified only through a written document signed by both Parties, which may be submitted to FERC for approval, if required, as applicable to a Party under the Federal Power Act Successors/Assians. This Agreement shall be binding upon and inure to the benefits of the successors, legal representatives, and assigned of the Parties; provided, however, no Party shall assign all or part of its rights or delegate all or part of its duties under this Agreement without express written consent of the other Party, which consent shall not be unreasonably withheld, and an assignment or delegation by a Party of all or part of its rights or duties shall not discharge such Party from its duties under this Agreement, whether consented to or not, unless such discharge is expressly provided by the written agreement of the other Party. An approved assignment or delegation shall not be deemed to permit any further or other assignment or delegation.

115 Page 89 of Uncontrollable Forces. A Party shall not be considered to be in default in the performance of any obligation hereunder, other than the obligation to make payments as provided in this Agreement, if failure of performance shall be due to uncontrollable forces, the term "uncontrollable forces" meaning any cause beyond the control of the Party affected, including but not limited to an act of God, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, restraint by court order or public authority including court orders, injunctions, and restraint by governmental agencies with proper jurisdiction prohibiting or failing to approve acts necessary to performance hereunder or permitting any such act only subject to unreasonable conditions, or failure of equipment or inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers, which by the exercise of due foresight such Party could not reasonably have been expected to avoid and which by the exercise of due diligence it shall be unable to overcome. A Party, however, shall not be relieved of liability for failure of performance if such failure be due to causes arising out of its own negligence or to reniovable or remedial causes that it fails to remove or remedy with reasonable dispatch. Nothing contained herein, however, shall be construed to require a Party to prevent or settle a strike or labor negotiation Waivers. Any waiver at any time by either Party of its rights with respect to a default under this Agreement or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other default or other matter arising in connection herewith Right of Access. Westar shall have access to NPPD's Steele City Substation premises at all reasonable times for the purpose of testing, repairing, renewing, exchanging or removing any or all equipment installed by Westar and NPPD shall have similar rights of access in respect of equipment installed and owned by NPPD on Westar's premises. Each Party, after notice to the other Party and receiving consent to such access, shall comply with the other Party's safety and access rules and requirements applicable to the other Party's premises Governing Law. NPPD's performance and obligations under this Agreement shall be interpreted under and governed by the laws of the State of Nebraska, and Westar's performance and obligations under this Agreement shall be interpreted under and governed by the laws of the State of Kansas. The Parties agree that any action arising out of or related to this Agreement brought by either Party shall be brought only in,the federal or state courts located in the state of the other Party No Third Party Rights. Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties hereto, any benefits, interests, rights, or remedies under or by reason of this Agreement.

116 Page 90 of Severability. f any term, condition, covenant, restriction or other provision of this Agreement is held by a court or regulatory agency of competent jurisdiction or by legislative enactment to be invalid, void or otherwise unenforceable, the remainder of the terms, conditions, covenants, restrictions and other provisions of this Agreement shall remain in full force and effect unless such an interpretation would materially alter the rights and privileges of any Party. f any term, condition, covenant, restriction or other provision of this Agreement is held invalid, void, or otherwise unenforceable, the Parties shall attempt to negotiate an appropriate and equitable replacement, revision, or adjustment to the provision of this Agreement to restore the benefits and obligations conferred under the original Agreement This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. All prior agreements, representations, statements, and negotiations are hereby superseded. This Agreement may be amended only by a writing executed by both Parties. N WTNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized officers or representatives as of the day and year above set forth. WESTAR ENERGY, NC. NEBRASKA PUBLC POWER DSTRCT By: Y Printed Name: no-- /&ad Title: vf - jrhn >rnk~,'~? O/r t Title: Gaeg&;~~,L* &&~&j&&& Ed ~lhnmdo 5~9~7 - Date: 4-2Q Date: /&/O '%PA

117 EXHBT A - NTERCONNECTED FACLTES Page 91 of 118 'This respectlve nterconnection Point is expected to be in service before EMS and metering modifications can be completed so that losses can be divided between the Parties as provided in Article 6, paragraph 6.5. Westar agrees to bear all losses on this line until such time that NPPD can implement the line loss metering scheme to allocate losses to the Parties in accordance with each Party's owned miles. NPPD agrees that it will complete the implementation of loss allocation no later than then December 31, Once this implementation is complete, losses will be allocated between the Parties pursuant to Article 6, paragraph 6.5. n the event that NPPD has not completed the implementation of loss allocation by December 31, 2010, beginniqg on January 1, 201 1, the Parties will begin allocating losses through a manual adjustment based upon a monthly calculation. SUPPLED BY NPPD TO STEELE CTY UBSTATtON (NPPD) DlSTRKST STEELE CTY STRUCTURE # 621 KNOB HLL TO STEELE CTY 115 KV NOTE: JUMPERS BETWEEN NPPD & WESTAR'S LNES WlLL BE PROVDED BY NPPD, WESTAR'S DEAD END WlLL

118 Page 92 of 118 CRF: 94-L22-10 AMENDED AND RESTATED NEBRASKA PUBLC POWER DSTRCT and CTY OF GRAND SLAND, NEBRASKA ELECTRC NTERCONNECTON AND NTERCHANGE AGREEMENT DATE:

119 Page 93 of 118 ELECTRC NTERCONNECTON AND NTERCHANGE AGREEMENT ARTCLE TABLE OF CONTENTS PAGE WTNESSETH GENERAL TRANSMSSON NTERCONNECTONS COORDNATNG COMMTTEE RESERVES, ENERGY NTERCHANGE AND TRANSMSSON SYSTEM OPERATON, MANTENANCE AND PLANNNG 6 6. MEASUREMENT OF ELECTRC POWER & ENERGY PAYMENT TERM AND EFFECTVE DATE NDEMTY UNCONTROLLABLE FORCES TAX CLAUSE WAVERS SUCCESSORS AND ASSGNS GOVERNNG LAW CAPTONS NOTCES AMENDMENTS Exhibit A - nterconnection Facilities Exhibit B - Transmission Rate Schedule Exhibit C-1 - Transmission Service between WAPA and City of Grand sland

120 Page 94 of 118 CRF: 94-L22-10 AMENDED AND RESTATED NEBRASKA PUBLC POWER DSTRCT and CTY OF GRAND SLAND, NEBRASKA ELECTRC NTERCONNECTON AND NTERCHANGE AGREEMENT This Amended and Restated Electric nterconnection and l]rchange Agreement (Agreement) is made and entered into effective this ~ day of po'/,2011 by and between NEBRASKA PUBLC POWER DSTRCT (NPPD), Columbus, Nebraska, a public corporation and political subdivision of the State of Nebraska, and the CTY OF GRAND SLAND, NEBRASKA (City). The effective date of this Agreement shall remain June 26, NPPD and City, respectively being sometimes hereinafter referred to individually as "Party" or collectively as "Parties", WTNESSETH WHEREAS, NPPD and City each own and operate electric generating and transmission facilities and are each engaged in the generation, transmission and sale of electric power and energy, and WHEREAS, the respective transmission system of NPPD and City are presently interconnected and, from time to time, NPPD and City engage in the purchase and sale of energy pursuant to contractual arrangements between the Parties, and WHEREAS, NPPD and City have certain obligations imposed by the North American Electric Reliability Corporation (NERC) or the applicable NERC regional entity which may change from time to time. WHEREAS, NPPD and City desire to provide certain additional arrangements and to consolidate them with the existing arrangements in one contract to provide continued benefits of reliability and economy through interconnection of their respective transmission systems. WHEREAS, City may from time to time receive power and energy from or deliver power and energy to NPPD or other parties not signatory to this Agreement, and NPPD's electric system is used for the transmission of power and energy received from or delivered to NPPD and such other parties, and 1

121 Page 95 of 118 WHEREAS, NPPD and City wish to set forth the criteria governing the interconnected operation of their respective electric systems and the interchange of power and energy associated with said interconnected operation, and WHEREAS, City and NPPD have mutual interests in the integrity of the interconnected facilities, and NOW, THEREFORE, N CONSDERATON of the mutual covenants herein contained, the Parties hereto agree as follows: ARTCLE 1 GENERAL 1.1 The Parties hereto shall operate their electric transmission systems in an interconnected manner and shall cooperate in furnishing through the Point(s) of nterconnection of their systems, in accordance with the terms and provisions of this Agreement, such quantities of electric power and energy as either Party may from time to time request. 1.2 The Parties acknowledge that the Federal Energy Regulatory Commission (FERC), North American Energy Regulatory Corporation (NERC), and the applicable NERC regional entity shall establish, monitor, and enforce compliance with the bulk electric system reliability standards, and that transmission facilities described in this Agreement are subject to compliance with those standards. The Parties agree to comply with the approved reliability standards issued by NERC or the applicable NERC regional entity, as they may be revised from time to time. NERC has developed a Compliance Monitoring and Enforcement Program (Program) that will be implemented and enforced by the applicable NERC regional entity, and it is the obligation of each Party that owns and/or operates transmission facilities to be responsible for conformity to this Program and all other applicable NERC standards. The Party that is the transmission facility owner/operator shall submit any required reports to NERC or the applicable NERC regional entity, and be responsible to remedy any violations of the standards, and pay any associated fines, penalties, mitigation costs or assessments due to failure to meet such requirements. f, during the term of this Agreement, NERC is replaced by any successor organization, the Parties shall comply with the approved reliability standards of the successor organization in the same manner as with NERC Reliability Standards. The foregoing shall apply, whether or not City or NPPD, respectively, is a registered entity or member of NERC or such similar organization. 1.3 Each Party shall maintain utility responsibility for its own load, plus reserves and operate and maintain its system in a manner consistent with Prudent Utility Practices. Each Party agrees to comply with criteria, procedures, terms, conditions, and any other rules imposed on them by entities identified in Article 1, Section 1.2. t is the obligation of each Party to be individually responsible for compliance with reliability requirements 2

122 Page 96 of 118 and any associated fines, penalties, mitigation costs or assessments due to failure to meet such requirements. 1.4 The respective systems of the Parties hereto are now or may be interconnected with other systems and other agreements for interconnection, mutual assistance, pooling, power supply and transmission service may exist or may be entered into between either Party and other systems. t is understood that the Parties intend to assist each other when requested by the other, but it is recognized that such other agreements may limit the capacities available to the Parties for assistance under the terms hereof. 1.5 Either Party shall have the right to refuse to deliver power or energy hereunder or, having begun such delivery, to curtail, restrict or discontinue such delivery, whenever, in such Party's sole judgment, such delivery will endanger its facilities or interfere with its obligations, now existing or hereafter created, to its customers or to other electric suppliers. 1.6 Prudent Utility Practices at a particular time means any of the practices, methods. and acts which, in the exercise of reasonable judgment in the light of the facts (including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the electrical utility industry prior thereto) known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. n applying the standard of Prudent Utility Practice to any matter under this Agreement, equitable consideration should be given to the circumstances, requirements and obligations of each of the Parties and there shall be taken into consideration the fact that NPPD, a political subdivision of the State of Nebraska and the City, a municipal corporation, both with prescribed statutory powers, duties and responsibilities. t is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods, or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety, and expedition. Prudent Utility Practice includes due regard for manufacturers' warranties and the requirements of any governmental agency having jurisdiction. 2.1 Facilities ARTCLE 2 TRANMSSON NTERCONNECTONS The electric systems of the Parties are directly connected at the Point(s) of nterconnection identified on Exhibit A, which is attached hereto and incorporated herein by reference, and may be revised from time to time by mutual agreement of the Parties NPPD agrees to provide interconnection service for the power and energy of City to or from the Point(s) of nterconnection identified and defined on EX~libit 3

123 Page 97 of 118 A, provided City has contracted for transmission service with the appropriate transmission service provider. City shall provide facilities of adequate capacity to deliver its total power and energy scheduled to or from such Point(s) of nterconnection on City's system City agrees to provide interconnection service for the power and energy of NPPD to or from the Point(s) of nterconnection identified and defined on Exhibit A, provided NPPD has contracted for transmission service with the appropriate transmission service provider. NPPD shall provide facilities of adequate capacity to deliver its total power and energy scheduled to or from such Point(s) of nterconnection. 2.2 nterconnections under this Agreement are for the benefit of both Parties, including enhanced reliability and other benefits of interconnected operation, and to provide further opportunities for more economical electrical service to their respective customers. ARTCLE 3 COORDNATNG COMMTTEE 3.1 The Parties agree to establish a coordinating committee, hereinafter referred to as "Coordinating Committee". The Coordinating Committee shall consist of one representative designated in writing by each Party, with each Party also designating an alternative who may act in the stead of the representative at the option of that Party. Either Party may at any time change its representative or alternate on the Coordinating Committee and shall promptly notify the other Party of any change in designation. Any representative, by written notice to the other member of the Coordinating Committee, may authorize his alternate to act temporarily in his place. Each member of the Coordinating Committee may invite other members of his organization or others, as his advisors, to attend meetings of the Coordinating Committee. From time to time, to meet changing conditions, the Coordinating Committee shall establish operating procedures and standard practices with respect to this Agreement for the guidance of dispatchers and other employees as to matter affecting interconnected operations and transmission service pursuant to this Agreement and shall recommend arrangements for metering, communications, and other services and facilities. The Coordinating Committee shall have no authority to modify any of the provisions of this Agreement or to modify or set rates. The establishment of any procedure or practice or determination by the' Coordinating Committee, within the scope of the Coordinating Committee's responsibility, shall be effective when signed by the designated representative of each Party. 3.2 The Coordinating Committee shall meet at such times as deemed necessary by either Party. Written minutes shall be kept for all meetings of the Coordinating Committee and decisions or agreements made by the Coordinating Committee shall be reduced to writing and signed by the members thereof. 4

124 Page 98 of The representatives constituting the Coordinating Committee shall be of equal authority, and all decisions made and directions given must be unanimous. f the Coordinating Committee is unable to agree on any matters within its jurisdiction, such matters shall be resolved by the mutual agreement of the Chief Executives of the Parties or their designated representatives. 3.4 Nothing contained in this Agreement shall be construed to constitute a waiver or surrender by either Party of its right to any action, in law or equity, to enforce all provisions of this Agreement and its rights hereunder. Notwithstanding the foregoing, in the event of a judicial or administrative proceeding on account of any disputed matter, the Parties shall continue to make payments in accordance with Article 7 of this Agreement until the matter has been finally determined, at which time any necessary adjustments shall be made. 4.1 Reserves ARTCLE 4 RESE~VES, ENERGY NTERCHANGE AND TRANSMSSON City shall maintain at all times during each month a combination of generation capacity and firm capacity purchases to allow the City to meet its peak load plus an amount for reserves based upon the then current NERC or regional entity standards City shall provide operating reserves in accordance with the requirements of NERC or regional entity standards. City may provide operating reserves by self supply, by purchase from NPPD, participation in a reserve sharing pool, or through purchase from a third party. f a supplier other than NPPD provides operating reserves, including self supply, NPPD shall have the right to verify that such reserves are provided in a sufficient manner. f the reserves are not provided in a sufficient manner, NPPD will be deemed to have provided the reserves under its applicable Transmission Service Rate Schedule, see Exhibit B. 4.2 Schedules The City shall furnish its Balancing Authority (currently NPPD), with all transaction schedule information in accordance with the applicable NERC Standards, for power and energy which is delivered or received by the City Scheduling System Control and Dispatch charges shall apply in accordance with the applicable Transmission Service Rate Schedule Schedules must be confirmed by both the receiving and delivering Party prior to acceptance. n addition, appropriate transmission arrangements must be in place prior to acceptance of the related schedule(s). 5

125 Page 99 of City shall schedule, in advance, any energy generated in excess of City's requirements during the test of its generating equipment for delivery to a prearranged purchaser. 4.3 Transmission Effective April 1, 2009, NPPD joined the Southwest Power Pool (SPP) as a transmission owner, and placed its transmission system under the SPP Open Access Transmission Tariff (OATT). All new requests for Transmission Service (other than for Ancillary Services only) made after April 1, 2009 shall be made under the provisions of the SPP OATT. SPP is the current regional transmission planning authority For transmission service grandfathered within SPP and for as long as such service is grandfathered within SPP, the applicable NPPD transmission service rate schedule shall govern such grandfathered service Should the SPP ever be replaced with a similar organization, or should NPPD ever change transmission service providers, such replacement, or new transmission service provider tariff shall succeed the SPP OATT or the successor tariff under which NPPD operates its transmission facilities. ARTCLE 5 SYSTEM OPERATON, MANTENANCE AND PLANNNG 5.1 The systems of the Parties shall be operated interconnected continuously under normal conditions and the Parties shall cooperate in keeping the frequency of the interconnected systems of the Parties at 60 Hz as closely as is practicable, and in keeping the interchange of power and energy between the systems of the Parties as closely as is practicable to the scheduled amounts. f synchronous operations of the Parties' systems become interrupted, the Parties shall cooperate to remove the cause of the interruption as soon as practicable and restore their systems to normal interconnected operating condition. The interconnected facilities herein are a part of a statewide transmission system and, through interconnection, a part of a regional transmission system. Notwithstanding any provisions of this Agreement, NPPD shall have the sole right to exercise control of the interconnected transmission facilities herein as a part of the statewide regional transmission system. 5.2 The systems of the Parties shall normally be operated and maintained to minimize, in accordance with Prudent Utility Practice, the likelihood of a disturbance originating in the system of one Party causing impairment to the service of the system of the other Party or of any other system with which either Party is interconnected. 5.3 Each Party shall be responsible for the reactive volt-ampere requirements of its system. Reactive volt-amperes may be interchanged between systems from time to time, subject to agreement between the Parties, when benefit to one system may be gained thereby without causing hardship to the other system. 6

126 Page 100 of Each Party shall maintain voltage levels on its system at the Point(s) of nterconnection as are deemed appropriate by the Coordinating Committee and are compatible with interconnected operations with other systems. 5.5 To the extent it can be controlled, neither Party shall impose any abnormal load upon the facilities of the other Party in excess of their safe and proper capacity as determined by each Party with respect to facilities it owns. f emergency conditions arise on the system of one Party which overloads the facilities of the other Party, the Party on whose system the emergency arises shall take steps immediately to reduce the load on such overloaded facilities to their safe and proper capacity, even though this may involve dropping load. 5.6 Each Party shall provide on its respective electric system the necessary communications, telemetering and control facilities to include the Point(s) of nterconnection between the Parties in its respective control system and shall operate such electric system in a manner to minimize, to the extent practicable, the unscheduled flows through such Point(s) of nterconnection. t shall be the responsibility of each Party to operate its electric system so as to maintain the net power flow, into or out of its electric system from or to all systems with which the Party's system is interconnected, to the net scheduled amounts. n as much as the electric systems of NPPD and City operate in parallel and are now or may be interconnected with other electric systems and since it is recognized that at times a portion of the power and energy scheduled for delivery between the Parties hereto may actually flow through another electric system not owned by a Party to this Agreement, the portion of the scheduled power flowing through such electric system shall be considered to have been delivered by the supplying Party the same as though the entire scheduled amount had been delivered through the Point(s) of nterconnection between the Parties. 5.7 n addition to meter records, the Parties shall keep such log sheets and other records (as determined by the Coordinating Committee) as may be needed to afford a clear history of the various movements of power and energy into and out of the systems of the Parties in transactions hereunder and in transactions involving either Party hereto under other agreements, and to effect such differentiation as may be needed in connection with settlements in respect to such transactions. The originals of all such meter records, log sheets and other records shall be open to inspection by representatives of the Parties. Each Party shall furnish to the Coordinating Committee appropriate data from meter registrations and from other sources on such time basis as is determined by the Coordinating Committee when such data is needed for settlements, special tests, operating records or for other purposes consistent with the objectives hereof. 5.8 All power and energy transactions between the Parties shall be scheduled in advance and all billings shall be based on such schedules rather than on metered quantities unless otherwise specifically agreed to by the Parties. Each Party shall notify the system operator of the other Party before intentionally taking power or energy. Schedules for all transactions between the Parties shall be furnished to the respective 7

127 Page 101 of 118 system operators in accordance with current business practices for power and energy to be delivered between the Parties. Additions or modifications to the schedules so established may be made in accordance with NERC standards. 5.9 Either Party may from time to time purchase from or sell to a third party electric power and energy to be transmitted over the electric transmission system of the other Party. The purchasing or selling Party shall obtain transmission service from the appropriate transmission service provider pursuant to the business practices of the respective transmission service provider. Provisions for billings and payments shall be the same as those for interchange of power and energy as set forth in Article V of this Agreement The Parties recognize that inadvertent variations may occur between the amount of energy that is scheduled in any hour by City (Energy Scheduled) and the amount of energy that is delivered in such hour to satisfy City's obligations (Energy Delivered). Scheduling deviation occurring as a result of over/under scheduling by City, pursuant to this Agreement shall be accounted for on an hourly basis, in accordance with the energy imbalance provisions of the applicable rate schedule Each Party shall be responsible for equipment maintenance, renewals, and replacements of facilities that it owns. Each Party shall maintain equipment that might reasonably be expected to have impact on the operations of the other Party in a safe and efficient manner and in accordance with Prudent Utility Practice, as set forth in Article, Section 1.6. The Parties agree to coordinate the operation of the Transmission Facilities at the Points of nterconnection identified on Exhibit A in accordance with Prudent Utility Practice City and NPPD shall jointly plan transmission facilities in and around the Grand sland chartered service area. City and NPPD shall coordinate the future development of transmission facilities in order to maintain reliability and to provide adequate transmission capacity to accommodate the aggregate load and generation within City's system. All joint plans and planning activities shall conform to applicable NERC and regional transmission planning and system design standards. City and NPPD shall conduct joint planning studies. City and NPPD shall provide required joint data to develop the transmission planning models. NPPD shall submit required modeling data to the regional planning authority in accordance with the annual regional model building effort. City will provide all applicable data to NPPD such as future load projections, interregional transactions, generation capability, and any physical transmission system modifications and any necessary updates to the 5 and 10 year plan. Pertaining to the joint transmission facility modifications, the joint planning effort will provide the annual reviews part of the 10 year plan; recommendations shall be made specifying the ownership responsibility, type, timing and approximate location of transmission facility revisions, additions, and removals. The agreed upon plan shall be reviewed annually by City and NPPD or upon request of either Party. City shall be responsible to pay NPPD for its applicable share of costs incurred by NPPD to perform work associated with joint planning efforts. 8

128 Page 102 of 118 ARTCLE 6 MEASUREMENT OF ELECTRC POWER AND ENERGY 6.1 The electric power and energy delivered through the Point(s) of nterconnection shall be measured at the Point(s) of Measurement identi'fied on Exhibit A. Electric metering installed at the Point(s) of Measurement shall record four quadrant kilowatthour and kilovar-hours at 15-minute intervals if required for billing purposes. NPPD shall provide or cause to be provided complete metering equipment, including instrument transformers of revenue metering accuracy, at or near Point(s) of nterconnection located at substation facilities owned by NPPD. NPPD shall permit City to utilize available metered quantities for the purpose of telemetering said quantities as required for City's operations. City shall be responsible for installation, ownership, operation and maintenance of all facilities necessary to interface and transmit information concerning said quantities to other locations as required for City's operations, provided that such installation, operation and maintenance is performed under the supervision of authorized NPPD personnel. City shall provide or cause to be provided complete metering equipment, including instrument transformers of revenue metering accuracy, at or near Point(s) of nterconnection located at substation facilities owned by the City. City shall permit NPPD to utilize available metered quantities for the purpose of telemetering said qua!1tities as required by for NPPD's operations. NPPD shall be responsible for installation, ownership, operation and maintenance of all facilities necessary to interface and transmit information concerning said quantities to other locations as required for NPPD's operations, provided that such installation, operation and maintenance is performed under the supervision of authorized City personnel. Where Point(s) of nterconnection are not located at a substation, the Parties shall mutually agree on the location of the metering equipment which shall be owned and maintained by the Party owning the facility where the metering equipment is installed. The Parties shall agree upon the metering equipment to be installed prior to installation of such equipment. Both Parties hereby grant to the other the right to install and maintain the necessary equipment in the substation of the other Party necessary for City or NPPD to perform its functions under this Agreement and grants ingress and egress to the other Party to install, remove, or maintain such equipment. Each Party shall coordinate such activities through the other Party's system operator. 6.2 All metering equipment required for the purposes of this Agreement shall be maintained by the owner in accordance with Prudent Utility Practices. The aforesaid metering equipment shall be tested in accordance with applicable requirements and at such other times as the owner elects. The expense involved in such repair tests shall be borne by the Party owning the metering equipment. On written request of either Party, special tests shall be made. n the event such special test discloses an inaccuracy in excess of two (2) percent the cost of such test shall be borne by the owner of such metering equipment, and if such test discloses an inaccuracy of two (2) percent or less 9

129 Page 103 of 118 the cost of such test shall be borne by the requesting Party. Either Party shall afford opportunity to representatives of the other Party to be present at all regular or special tests, if desired. All Point(s) of Measurement meters located at the Point(s) of nterconnections shall be kept under seal, such seals to be broken only when the meters are to be tested or adjusted. 6.3 f any test of metering equipment discloses an inaccuracy exceeding two (2) percent, the Parties shall be promptly notified and the accounts between the Parties for service supplied shall be adjusted in accordance with this Section. Such correction and adjustment shall be made from the date the meter became inaccurate, if known. f this cannot be determined, then such adjustment shall be made for the previous month or from the date of the latest test if within the previous month and for the elapsed period in the month during which the test was made. Should any metering equipment at any time fail to register or should the registration thereof be so erratic as to be meaningless, the power and energy transmitted shall be determined by the Parties from the best available data pursuant to procedures developed and approved by the Coordinating Committee. 6.4 Each Party shall read the meters it owns as promptly as practicable after the end of each month. Each Party shall furnish to the other appropriate data from meter registrations and from other sources in such detail and with such segregations and on such time periods as are established by the Coordinating Committee, when such data is needed for billings, settlements, special tests, operating records, or for other purposes consistent with the objectives hereof. ARTCLE 7 PAYMENT 7.1 Billings and payments for interchange of power and energy shall be rendered each month in accordance with the following procedures: For billing purposes, the amount of energy scheduled for delivery pursuant to this Agreement by the supplying Party to the receiving Party shall be deemed to be the amount delivered for interchange service under this Agreement unless otherwise agreed upon between the Parties Billing for any transaction involving generation or transmission capacity pursuant to this Agreement, shall be based upon the amount of such capacity committed in advance All bills for interchange of power and energy supplied pursuant to this Agreement shall be rendered monthly by the supplying Party to the purchasing Party, normally not later than thirty days after the end of the period to which such bills are applicable. Unless otherwise agreed upon by the Coordinating Committee, such periods shall be from 12:00 a.m. of the first day of the month to 12:00 a.m. of the first day of the succeeding month. Bills shall be due and payable wit~lin t~lirty days from the date such bills are rendered, and payment shall be made when due and without 10

130 Page 104 of 118 deduction. nterest on any unpaid amount from the date due until the date upon which payment is received shall accrue at the rate of one percent per month or pro rata fraction thereof. 7.2 Billings for City's WAPA delivery is provided for in Exhibit C f a Party desires to dispute all or any part of the charges submitted by the other Party pursuant to this Agreement, the disputing Party shall nevertheless pay the full amount of the charges when due and give a written notice to the other Party within sixty (60) days from the date the billing is rendered, which notice shall fully describe the basis for the dispute and set forth a detailed statement of the disputed issue(s), the amount in dispute and the relief sought; provided, however, if the basis for such dispute could not have been discovered by reasonable diligence within said sixty (60) days, any such notice shall be given, if at all, wit~lin sixty (60) days of the date of such discovery or within eighteen (18) months from the date the billing is rendered, whichever occurs first. The disputing Party will not be entitled to any adjustment on account of any disputed charges not brought to the other Party's attention within the time and in the manner herein specified. f resolution of the dispute results in a refund to the disputing Party, an amount of interest shall be added to the refund. Such interest shall accrue and be compounded daily on the amount to be refunded, beginning from (i) the date of payment of the disputed amount or (ii) receipt of the notice of dispute, whichever is later, and ending on the date the refund is made, using for each day the lowest United States prime rate of interest published on that day (or the last previous publication day if not published on that day) in the money rates section of the Wall Street Journal. Each such daily interest calculation shall be on the basis of actual days and a three hundred sixtyfive-day (365-day) calendar year. ARTCLE 8 TERM AND EFFECTVE DATE 8.1 This Agreement shall become effective on the date first above written and shall remain in effect until the 1st day of January, 2021, and thereafter, from year to year unless terminated by either Party giving six (6) months written notice to the other Party of its desire to terminate the Agreement. ARTCLE 9 NDEMNTY 9.1 During the term of this Agreement, each Party shall indemnify, hold harmless and defend the other Party, its agents, servants, employees and officers, from any and all costs and expenses, including but not limited to attorney's fees, court costs and all other amounts which said other Party, its agents, servants, employees and officers is or may become obligated to pay on account of any and all demands, claims, liabilities or losses arising or alleged to have arisen out of, or in any way connected with, the negligent acts or omissions of the indemnifying Party, its agents, servants, employees or officers, whether such demands, claims, liabilities or losses be for damage to property, including 11

131 Page 105 of 118 property of the Parties or injury or death of any person, including agents, servants, employees or officers of the Parties. ARTCLE 10 UNCONTROLLABLE FORCES 10.1 Neither Party shall be considered to be in default in performance of any obligation hereunder, other than the obligation to make payments as provided in this Agreement, if failure of performance shall be due to uncontrollable forces; the term "uncontrollable forces" meaning any cause beyond the control of the Party affected, including, but not limited to, an act of God, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance, labor disturbance, sabotage, acts or threats of terrorism and actions to protect against or prevent the same, restraint by court order or public authority including court orders, injunctions, and restraint by governmental agencies with proper jurisdiction prohibiting or failing to approve acts necessary to performance hereunder or permitting any such act only subject to unreasonable conditions, or failure of equipment or inability to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers, which by the exercise of due foresight such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Neither Party, however, shall be relieved of liability for failure of performance if such failure be due to causes arising out of its own negligence or to removable or remedial causes which it fails to remove or remedy with reasonable dispatch. Nothing contained herein, however, shall be construed to require either Party to prevent or settle a strike or labor negotiations against its will. ARTCLE 11 TAX CLAUSE 11.1 Any tax imposed upon the seller and levied upon or measured by power or energy supplied by either Party to the other Party shall be added to the bill rendered by the Party supplying the power or energy. ARTCLE 12 WAVERS 12.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement, or with respect to any other matter arising in connection with this Agreement, shall not be deemed a waiver with respect to any other default or matter. Any delay short of the statutory period of limitation in asserting or enforcing any right shall not be deemed a waiver of such right. ARTCLE 13 SUCCESSORS AND ASSGNS 12

132 Page 106 of This Agreement shall be binding upon and inure to the benefit of the successors, legal representatives or assigns of the respective Parties; provided, however, neither Party shall assign this Agreement nor any part hereof without the express written consent of the other Party, which consent shall not be unreasonably withheld, nor shall a Party be relieved of its obligations hereunder by an assignment of less than all of the benefits and burdens hereunder or impose additional obligations or burdens on the other Party by an assignment of this Agreement or any part hereof The provisions of this Agreement shall not create any rights in favor of any person, corporation, or association not a Party of this Agreement and the obligations herein assumed are solely for the use and benefit of the Parties to this Agreement. ARTCLE 14 GOVERNNG LAW 14.1 This Agreement is made subject to and shall be governed by and construed in accordance with the laws of the State of Nebraska and the authority granted to NPPD and City there under. ARTCLE 15 CAPTONS 15.1 Captions of the various articles herein are intended for convenience of reference only and shall not define or limit any of the terms or provisions thereof. ARTCLE 16 NOTCES 16.1 Any notice or demand under or required by this Agreement shall be deemed properly given by NPPD if sent by registered or certi'fied mail and addressed to the Director of Utility Operations, City of Grand sland, P.O. Box 1968, Grand sland, Nebraska 68802, and by City if sent by registered or certified mail to the President and CEO, Nebraska Public Power District, P.O. Box 499, Columbus, Nebraska The foregoing designations of the name or address to which notice or demands are to be directed, may be changed at any time by written notice given by either Party to the other Any notice or request of a routine character in connection with the delivery of power and energy, or in connection with the operation of facilities, shall be given in such manner as the Coordinating Committee or the authorized representatives of the Parties from time to time shall arrange. ARTCLE 17 AMENDMENTS 13

133 Page 107 of Neither this Agreement nor any part hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. N WTNESS WHEREOF the Parties hereto have caused this Amended and Restated Agreement to be executed in duplicate by their duly authorized officers or representatives as of the day and year first above written. By: F::!...::...---u-..JL.,4...::::::::==--- Printed Name: _----=--..:=.:..:...=.:..:...=.:...:'--=J:=-=-- Patrick L. Pope _ " u.j::.. Title: Vice President & Chief Operating Officer Title: \'\Q.~or Date: '1//0//1 Date: ---.f:1? \ \\ \d do\ 14

134 Page 108 of 118 AMENDMENT NO.1 to ELECTRC NTERCONNECTON AND NTERCHANGE AGREEMENT between NEBRASKA PUBLC POWER DSTRCT and CTY OF GRAND SLAND, NEBRASKA This Amendment NO.1 to the Electric nterconnection and nterchange Agreement between Nebraska Public Power District and City of Grand sland, Nebraska, effective April 18, 2011 as it may be amended is entered into effective this 1L/ 11:: day of A~kS.+-,2012, by and between Nebraska Public Power District, Columbus, Nebraska, a pu c corporation and political subdivision of the State of Nebraska (NPPD); and the City of Grand sland, Nebraska, a municipal corporation and political subdivision of the State of Nebraska (City), NPPD and City being sometimes hereinafter referred to individually as "Party" or collectively as "Parties." WTNESSETH WHEREAS, the, Parties entered into the Amended and Restated Electric nterconnection and nterchange Agreement effective as of April 18, 2011, which provides for continued benefits of reliability and economy through interconnection of the respective transmission systems, and WHEREAS, the Parties desire to amend this Agreement by adding an Article to address superseded and/or termination of previous agreements and to clarify billing rates for all future services provided by NPPD. NOW, THEREFORE, it is mutually agreed as follows: (1) The following last sentence in paragraph 5.12 of Article 5 shall be removed: City shall be responsible to pay NPPD for its applicable share of costs incurred by NPPD to perform work associated with joint planning efforts. and replaced with; City shall be responsible to pay NPPD for its applicable share of costs incurred by NPPD to perform work associated with joint planning efforts in accordance with Article /jlb

135 Page 109 of (2) The following new Article 7.3 shall be added; 7.3 Services provided by one Party to the other Party shall be billed at the billing Party's then current standard charge rate. (3) The language below from the current Article 7.3 shall remain the same and the Article re-numbered to 7.4, and state; ~ 7.4 f a Party desires to dispute all or any part of the charges submitted by the other Party pursuant to this Agreement, the disputing Party shall nevertheless pay the full amount of the charges when due and give a written notice to the other Party within. sixty (60) days from the date the billing is rendered, which notice shall fully describe the basis for the dispute and set forth a detailed statement of the disputed issue(s), the amount in dispute and the relief sought; provided, however, if the basis for such dispute could not have been discovered by reasonable diligence within said sixty (60) days, any such notice shall be given, if at all, within sixty (60) days of the date of such discovery or within eighteen (18) months from the date the billing is rendered, whichever occurs first. The disputing Party will not be entitled to any adjustment on account of any disputed charges not brought to the other Party's attention within the time and in the manner herein specified. f resolution of the dispute results in a refund to the disputing Party, an amount of interest shall be added to the refund. Such interest shall accrue and be compounded daily on the amount to be refunded, beginning from (i) the date of payment of the disputed amount or (ii) receipt of the notice of dispute, whichever is later, and ending on the date the refund is made, using for each day the lowest United States prime rate of interest published on that day (or the last previous publication day if not published on that day) in the money rates section of the Wall Street Journal. Each such daily interest calculation shall be on the basis of actual days and a three hundred sixty-five-day (365-day) calendar year. (4) The following new Article 18 shall be added in its entirety: ARTCLE 18 ENTRE AGREEMENT This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof All prior related agreements, representations, statements, and negotiations pertaining to this Agreement are hereby superseded, and the Parties Joint Reporting Agreement dated June 1, 2002 shall be terminated effective on the date ofamendment NO f]lb

136 '.,'. Page 110 of 118 Except as herein amended, all terms and conditions of the Amended and Restated Electric nterconnect and nterchange Agreement dated April 18, 2011, shall remain in full force and effect. N WTNESS WHEREOF, each of the Parties hereto has caused this Amendment No. 1 to be executed and delivered by its duly authorized officers or representatives as of the dates indicated below. BUC POWER DSTRCT By: ~~~~~=::::4S ---- Printed Name:c1h'h M~ ~:v4h~ Name :rq~ Vavr,cLl Title:'~fyMWV\i\n~ ~ OL~)vJ.,vt~ M)", Title: ffic\'4 l9 r Date: q -tf -L Date: 8 / Y Jd 0/ ~ , r f]lb

137 Page 111 of 118 RES 0 L UT 0 N WHEREAS, in 1981, the City ofgrand sland entered into a fonnal agreement with the Nebraska Public Power District (NPPD) known as the Electric nterconnection and nterchange Agreement; and WHEREAS, until 2009, the City of Grand sland and NPPD were both part of the Mid-Continent Area Power Pool (MAPP), and MAPP required each utility to participate in various joint planning efforts that ensured adequate generation and transmission existed within the MAPP footprint; and WHEREAS, in 2009, all Nebraska utilities switched to the Southwest Power Pool (SPP), and eliminated MAPP's role in the joint planning process; and WHEREAS, in 2011, the Amended and Restated Electric nterconnection Agreement was signed to replace the original and obsolete 1981 agreement; and WHEREAS, in an effort to eliminate unnecessary agreements and ensure procedures are kept up to date, NPPD has proposed Amendment No.1 to the 2011 Amended and Restated Electric nterconnection Agreement. NOW, THEREFORE, BE T RESOLVED BY THE MAYOR AND COUNCL OF THE CTY OF GRAND SLAND, NEBRASKA, Amendment No.1 to the Amended and Restated Electric nterconnection Agreement with NPPD is hereby approved. Adopted by the City Council of the City ofgrand sland, Nebraska, August 14, _----~ Attest:,-=b10(. ktulij Brenda Sutherland, Acting City Clerk Approved as to Form c ~ August c irney

138 Page 112 of 118 This Exhibit A, supersedes Exhibit B dated 12/04/02 NEBRASKA PUBLC POWER DSTRCT and CTY OF GRAND SLAND, NEBRASKA ELECTRC NTERCONNECTON AND NTERCHANGE AGREEMENT (Agreement) EXHBT "A" NTERCONNECTON FACLTES 1. GRAND SLAND SUBSTATON - SUBSTATON "E" NTERCONNECTON: 1.1 Point of nterconnection - The point at which the City's 115 kv transmission Line L-1093 is attached to the substation structure in NPPD's Grand sland 115 kv Substation. 1.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in NPPD's Grand sland 115 kv Substation and will be owned by NPPD. The Point of Delivery shall be at the Point of nterconnection and any losses between the Point of Delivery and the interchange meters shall be considered zero. 1.3 Ownership, Operation, and Maintenance - The facilities associated with this interconnection located in NPPD's Grand sland 115 kv Substation to the Point of nterconnection including the revenue metering equipment and relays will be owned, operated, and maintained by NPPD. The facilities at the City's Substation "E" and City's 115 kv transmission line L-1093 between City's Substation "E" to the Point of nterconnection in NPPD's Grand sland 115 kv Substation will be owned, operated, and maintained by the City. Ownership of facilities associated with this interconnection are generally described in Figure 1 of this Exhibit "A". 2. GRAND SLAND SUBSTATON "0" NTERCONNECTON 2.1 Point of nterconnection - The point where City's double circuit 115 kv transmission line is attached to NPPD's 115 kv transmission lines, L 1145-A and L-1145-B, at NPPD's structure No

139 Page 113 of Metering (Point of Measurement) and Point of Delivery - nterchange meters for each of the 115 kv double circuit transmission lines shall be located in the City's Substation "D". The Point of Delivery shall be at the Point of nterconnection and any losses between the Point of Delivery and the interchange meters shall be considered zero. 2.3 Ownership, Operation and Maintenance - NPPD shall be responsible for ownership, operation and maintenance of the intertie structure No. 1178, transmission line L-1145-A between said intertie structure and NPPD's Doniphan 115 kv Substation and transmission line L-1145-B between said intertie structure and NPPD's Grand sland 115 kv Substation. The facilities at City's Substation "D" and the 115 kv double circuit transmission line between said intertie structure and said substation shall be owned, operated, and maintained by City. City shall be responsible for ownership and maintenance of all relays and carrier equipment associated with this nterconnection and located in City's Substation "D". NPPD shall own and maintain all relays associated with this nterconnection and located in NPPD's Grand sland 115 kv Substation. Ownership of facilities associated with this nterconnection are generally described in Figure 1 of this Exhibit "A". 3. GRAND SLAND SUBSTATON - SUBSTATON "An NTERCONNECTON: 3.1 Point of nterconnection - The point where NPPD's 115 kv line No. L 1149 connects to the City's 115 kv structure at the City's Substation "A". 3.2 Metering (Point of Measurement) and Point of Delivery - nterchange meters shall be located in the City's 115 kv Substation "A" and will be owned by the City. The Point of Delivery shall be at the Point of nterconnection and any losses between the Point of Delivery and the interchange meters shall be considered zero. 3.3 Ownership, Operation, and Maintenance - NPPD shall be responsible for ownership, operation, and maintenance of NPPD's facilities at the City's double circuit structure No. A-16 and NPPD's transmission line L-1149 between the City's Substation "A" and NPPD's Aida 115 kv Substation. The City shall be responsible for ownership, operation, and maintenance of City's facilities at City's Substation "A", the City's 115 kv double circuit transmission line L-1061 between said double circuit structure A-16 and said substation. City shall be responsible for ownership and maintenance of City owned relays associated with this interconnection and located in City's Substation "A". NPPD shall own and maintain all revenue metering equipment, relays and carrier equipment associated with transmission line 2