James A. Cuillier Director FERC Rates & Regulation May 6, 2016 Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission 888 First Street, N.E. Washington, DC 20426 Dear Ms. Bose: Pursuant to Section 35.13 of the Federal Energy Regulatory Commission s ( Commission or FERC ) regulations under the Federal Power Act (18 C.F.R. 35.13), Southern California Edison Company ( SCE ) tenders for filing the Eldorado- Moenkopi 500 kv Transmission Line Interconnection Agreement ( Interconnection Agreement ) between Arizona Public Service Company ( APS ) and SCE. The documents submitted with this filing consist of this letter of transmittal, and all attachments thereto, and the Interconnection Agreement. Background APS and SCE are parties to the Edison-Arizona Transmission Agreement ( Transmission Agreement ), Rate Schedule FERC No. 282 and all supplements thereto, which provides, among other things, for the construction, operation, and use of the Eldorado-Moenkopi 500 kv Transmission Line for the provision of transmission service by APS to SCE for SCE s portion of the output from the Four Corners Project. The Transmission Agreement was accepted for filing by the Commission in Docket No. ER94-588-000 with an effective date of July 20, 1966. The Transmission Agreement will expire on its own terms on July 6, 2016. P.O. Box 800 2244 Walnut Grove Ave. Rosemead, CA 91770
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 2 May 6, 2016 Interconnection Agreement The purpose of the Interconnection Agreement is to provide the terms and conditions related to: (i) the interconnection of APS s transmission system to SCE s transmission system through the Eldorado-Moenkopi 500 kv Transmission Line, (ii) the Balancing Authority Area boundaries, and (iii) the responsibilities for the operation and maintenance of the Eldorado-Moenkopi 500 kv Transmission Line. Section 3.16 of the Interconnection Agreement establishes the point of interconnection of the APS and SCE transmission systems as the point at which the conductors of the Eldorado-Moenkopi 500 kv Transmission Line cross the Arizona- Nevada state line between SCE s transmission structure M27-T4 and APS s transmission structure M28-T1. Section 5 of the Interconnection Agreement provides that APS owns the portion of the Eldorado-Moenkopi 500 kv Transmission Line from the point of interconnection to the Moenkopi Switchyard and that SCE owns the portion of the transmission line from the point of interconnection to Eldorado Substation. Section 6 of the Interconnection Agreement establishes that the SCE-owned portion of the Eldorado-Moenkopi 500 kv Transmission Line will be in the California Independent System Operator Corporation s Balancing Authority Area and the APSowned portion of the line will be in the APS Balancing Authority Area. Section 7 of the Interconnection Agreement provides that transmission line losses will be the responsibility of each respective party and will be addressed according to each party s respective policies and procedures. Section 8 of the Interconnection Agreement provides that scheduling of energy across the Eldorado-Moenkopi 500 kv Transmission Line will be performed in
Ms. Kimberly D. Bose, Secretary Federal Energy Regulatory Commission Page 3 May 6, 2016 accordance with applicable reliability standards and the Interconnected Control Area Operating Agreement. 1 Section 9 of the Interconnection Agreement provides that each party, at its own expense, will operate and maintain its respective ownership portion of the Eldorado- Moenkopi 500 kv Transmission Line in a manner consistent with applicable reliability standards. There are no rates or charges in the Interconnection Agreement. The Interconnection Agreement provides that it shall become effective upon expiration of the Transmission Agreement, or upon the effective date ordered by FERC. Effective Date SCE respectively requests the Commission to assign an effective date of July 7, 2016 to the Interconnection Agreement, which is the day after the Transmission Agreement expires on its own terms and 62 days after the date of this filing. Other Filing Requirements No expenses or costs included in the rates tendered herein have been alleged or judged in any administrative or judicial proceeding to be illegal, duplicative, or unnecessary costs that are demonstrably the product of discriminatory employment practices. 1 The Interconnected Control Area Operating Agreement is an agreement between the California Independent System Operator Corporation and APS entered into on November 26, 1997, as that agreement may be amended from time to time.
FEDERAL ENERGY REGULATORY COMMISSION Mailing List NAME ADDRESS Public Utilities Commission State of California Legal Division Arocles.Aguilar@cpuc.ca.gov California Independent System Operator Corporate Ms. Duane Kirrene dkirrene@caiso.com Arizona Public Service Company c/o Secretary State Building 505 Van Ness Avenue San Francisco, California 94102 151 Blue Ravine Road Folsom, California 95630 P.O. Box 53999 Phoenix, Arizona 85072-3999
Title Page Southern California Edison Company Tariff Title: Rate Schedules Tariff Record Title: Rate Schedule FERC No. 505 FERC FPA Electric Tariff ELDORADO-MOENKOPI 500 KV TRANSMISSION LINE INTERCONNECTION AGREEMENT BETWEEN ARIZONA PUBLIC SERVICE COMPANY AND SOUTHERN CALIFORNIA EDISON Contract Effective Date: 07/07/16 Tariff Record Proposed Effective Date: 07/07/16 505.0.0 Version Number: 0.0.0 Option Code: A
TABLE OF CONTENTS SECTION PAGE 1. PARTIES... 4 2. RECITALS... 4 3. DEFINITIONS... 4 4. EFFECTIVE DATE, FILING, TERM AND TERMINATION... 6 5. OWNERSHIP OF THE ELDORADO-MOENKOPI 500 KV TRANSMISSION LINE... 7 6. BALANCING AUTHORITY AREAS... 7 7. METERING AND LINE LOSSES... 7 8. SCHEDULING OF POWER DELIVERIES... 7 9. OPERATION AND MAINTENANCE OF TRANSMISSION SYSTEM... 8 10. ADVERSE DETERMINATION OR EXPANSION OF OBLIGATIONS... 8 11. SUCCESSORS AND ASSIGNS... 9 12. DISPUTE RESOLUTION... 9 13. JUDGMENT AND DETERMINATIONS... 10 14. LIABILITY... 10 15. NO DEDICATION OF FACILITIES... 10 16. NO OBLIGATION TO OFFER SAME SERVICE TO OTHERS... 11 17. NO PRECEDENT... 11 18. NOTICES... 11 19. PERFORMANCE RESPONSIBILITY... 12 20. RULES AND REGULATIONS... 12 21. SEVERABILITY... 12 2
22. RIGHT OF THE PARTIES UPON TERMINATION... 12 23. GOVERNING LAW... 12 24. FORCE MAJEURE... 12 25. WAIVERS AND REMEDIES... 13 26. AUTHORIZATIONS AND APPROVALS... 13 27. RELATIONSHIP OF PARTIES... 13 28. NO THIRD PARTY RIGHTS OR OBLIGATION... 13 29. WARRANTY OF AUTHORITY... 14 30. EXECUTION... 14 EXHIBIT A... 16 3
ELDORADO-MOENKOPI 500 KV TRANSMISSION LINE INTERCONNECTION AGREEMENT 1. PARTIES The parties to this Eldorado-Moenkopi 500 kv Transmission Line Interconnection Agreement ( Agreement ) are: ARIZONA PUBLIC SERVICE COMPANY ( APS ), an Arizona Corporation and SOUTHERN CALIFORNIA EDISON COMPANY ( SCE ), a California Corporation, referred to herein individually as a Party and collectively as Parties. 2. RECITALS This Agreement is made with reference to the following facts, among others: APS and SCE were previously parties to the Edison-Arizona Transmission Agreement executed July 20, 1966, as amended from time to time ( Transmission Agreement ) which provided for, among other things, APS providing certain transmission service to SCE as well as the construction, operation, and use of the Eldorado-Moenkopi 500 kv Transmission Line. In 1998, pursuant to California state law, SCE was required to turn over operational control of its transmission grid to the California Independent System Operator Corporation ( CAISO ), including ownership of SCE s portion of the Eldorado-Moenkopi 500 kv Transmission Line, and the CAISO assumed the role of Balancing Authority for SCE s transmission facilities. APS and SCE executed the Agreement Concerning Expiration of the Edison-Arizona Transmission Agreement which provides that Transmission Agreement will expire according to its terms on July 6, 2016. APS and SCE desire, by this Agreement, to provide (i) the interconnection of their respective systems through the Eldorado-Moenkopi 500 kv Transmission Line, (ii) the Balancing Authority Area boundaries, and (iii) responsibilities for the operation and maintenance of the Eldorado- Moenkopi 500 kv Transmission Line. 3. DEFINITIONS The following terms, when used in this Agreement with the initial letters capitalized, other than proper names, whether in the singular, plural or possessive, shall have the meaning indicated below. 3.1. Applicable Reliability Standards: The requirements and guidelines of the NERC, the WECC, and the Balancing Authority Area in which each Party s transmission facilities reside, including the requirements adopted pursuant to Section 215 of the Federal Power Act. 3.2. ACC: The Arizona Corporation Commission or its regulatory successor. 4
3.3. Balancing Authority: The responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within a Balancing Authority Area, and supports interconnection frequency in real time. APS is the Balancing Authority for APS and CAISO is the Balancing Authority for SCE. 3.4. Balancing Authority Area: The collection of generation, transmission, and loads within the metered boundaries of the Balancing Authority. The Balancing Authority maintains load-resource balance within this area. 3.5. CAISO: The California Independent System Operator Corporation, a California nonprofit public benefit corporation organized and existing under the laws of the State of California with operational control of SCE s transmission system. 3.6. CAISO Controlled Grid: The system of transmission lines and associated facilities of SCE and other parties that have been placed under the CAISO s Operational Control. 3.7. CAISO Operational Control: The rights of the CAISO to direct SCE and other parties on the operation of their transmission lines and facilities comprising the CAISO Controlled Grid for the purpose of affording comparable non-discriminatory transmission access and meeting Applicable Reliability Standards within the CAISO s Balancing Authority Area. 3.8. CAISO Tariff: CAISO s tariff, as filed with FERC, and as amended or supplemented from time to time, or any successor tariff. 3.9. CPUC: The California Public Utilities Commission or its regulatory successor. 3.10. Eldorado-Moenkopi Transmission Line: The 500 kv transmission line which connects Moenkopi Substation to the Eldorado Substation. 3.11. Eldorado Substation: The 500/220 kv substation located near Boulder City, Nevada, jointly owned in varying quantities by SCE, Los Angeles Department of Water and Power, NV Energy, and the Salt River Project. 3.12. FERC: The Federal Regulatory Energy Commission or its regulatory successor. 3.13. FPA: The Federal Power Act, 16 U.S.C. 791a, et seq., as it may be amended. 3.14. Good Utility Practice: Any practices, methods, and acts that comply with Applicable Reliability Standards and are engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods, and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with Applicable Reliability Standards, good business practices, reliability, safety, and expedition. Good Utility Practice is not 5
intended to be any one of a number of the optimum practices, methods, or acts to the exclusion of all others, but rather to be acceptable practices, methods, or acts that comply with Applicable Reliability Standards and are generally accepted in the region. 3.15. Interconnected Control Area Operating Agreement ( ICAOA ): The Interconnected Control Area Operating Agreement between the CAISO and APS entered into on November 26, 1997, as amended from time to time. 3.16. Interconnection Point: The point at which the conductors of the Eldorado-Moenkopi 500 kv Transmission Line cross the Arizona-Nevada state line between SCE s transmission structure M27-T4 and APS s transmission structure M28-T1, as shown in Exhibit A. 3.17. Moenkopi Switchyard: The 500kV Switchyard wholly owned by APS, located in Coconino County, Arizona. 3.18. NERC: The North American Electric Reliability Corporation, or its successor organization. 3.19. Point of Change of Ownership: The Point of Change of Ownership is the same as the Interconnection Point. 3.20. Significant Regulatory Change: An order or decision or adoption or modification of a tariff or filed contract, or enactment of a law issued by FERC, the ACC, the CPUC, any other agency or court having jurisdiction, the Arizona legislature, the California Legislature, or the United States Congress that significantly interferes with the ability of either Party to perform any of its obligations under this Agreement. 3.21. Third Party: A party other than APS or SCE. 3.22. WECC: The Western Electricity Coordinating Council (WECC) or its successor. 4. EFFECTIVE DATE, FILING, TERM AND TERMINATION 4.1. Effective Date: This Agreement shall become effective upon expiration of the Transmission Agreement, or upon the effective date ordered by FERC. 4.2. Filing: This Agreement shall be filed for acceptance by FERC. The Parties shall: (a) support the acceptance of this Agreement by FERC as filed, including through any hearings ordered by FERC or appeals therefrom, without any material conditions or modifications; and (b) not seek rehearing or judicial review of any orders accepting this Agreement for filing without material conditions or modifications. 4.3. Term: This Agreement shall remain in effect unless terminated by either Party on three years notice. In the event of any such termination, provided the Parties desire to remain 6
interconnected at the Interconnection Point, the Parties shall agree on replacement arrangements prior to the termination date, If the Parties are unable to agree on such replacement arrangements, either Party may unilaterally file with FERC its proposed replacement arrangements. 4.4. Renegotiation: Notwithstanding the provisions of this Section 4, this Agreement shall be renegotiated if: (a) there is a Significant Regulatory Change; (b) the CAISO or its successor ceases to act as Balancing Authority for SCE s transmission facilities; (c) SCE is no longer subject to CAISO Operational Control; or (d) the ICAOA is changed in such a way that results in the significant reduction of the duties and obligations relied upon by the Parties in this Agreement. If the Parties are unable to reach agreement after three months of good faith negotiations, either Party may file an amendment to this Agreement in accordance with Sections 205 or 206 of the FPA. 4.5. Execution: This Agreement may be executed in any number of counterparts with the same effect as if the signatures thereto were upon one instrument. 5. OWNERSHIP OF THE ELDORADO-MOENKOPI 500 KV TRANSMISSION LINE 5.1. APS shall own that portion of the Eldorado-Moenkopi 500 kv Transmission Line from the Point of Change of Ownership to Moenkopi Switchyard including, but not limited to, associated series capacitors, shunt reactors, protective equipment, rights-of-way, Moenkopi Switching Station, and all necessary communications equipment from Moenkopi Switchyard up to the Point of Change of Ownership. 5.2. SCE shall own that portion of the Eldorado-Moenkopi 500 kv Transmission Line from the Point of Change of Ownership to Eldorado Substation including, but not limited to, associated series capacitors, shunt reactors, protective equipment, rights-of-way, the line terminal position at Eldorado Substation, all metering equipment, and communications equipment located in Nevada up to the Point of Change of Ownership. 6. BALANCING AUTHORITY AREAS 6.1. The APS-owned portion of the Eldorado-Moenkopi 500 kv Transmission Line shall be in the APS Balancing Authority Area. 6.2. The SCE-owned portion of the Eldorado-Moenkopi 500 kv Transmission Line shall be in the CAISO s Balancing Authority Area. 7. METERING AND LINE LOSSES 7.1. For purposes of this Agreement, Balancing Authority Area metering shall be pursuant to procedures agreed upon in a separate agreement between the Balancing Authorities. 7.2. Transmission line losses are the responsibility of each respective Party and shall be addressed according to each Party s respective policies and procedures. 8. SCHEDULING OF POWER DELIVERIES 7
8.1. Scheduling of energy across the Eldorado-Moenkopi 500 kv Transmission Line shall be performed in accordance with Applicable Reliability Standards and the ICAOA. 9. OPERATION AND MAINTENANCE OF TRANSMISSION SYSTEM 9.1. APS and SCE shall each comply with all Applicable Reliability Standards on their respective transmission facilities. Neither APS nor SCE will assume any responsibility for the other Party s compliance with Applicable Reliability Standards. The Parties shall be responsible for complying with all Applicable Reliability Standards on their facilities up to the Point of Change of Ownership. 9.2. Each Party, at its own expense, shall operate and maintain its respective ownership portion of the Eldorado-Moenkopi 500 kv Transmission Line in a manner consistent with Applicable Reliability Standards. 9.3. Planned outages of the Eldorado-Moenkopi 500 kv Transmission Line for maintenance, repairs, replacements, installation of equipment, investigation or inspection shall be coordinated in accordance with procedures and practices determined by the APS, SCE and the Balancing Authorities. 9.4. Each Party, at its own expense, shall exercise due diligence in restoring service of its portion of the Eldorado-Moenkopi 500 kv Transmission Line after an unscheduled outage. 9.5. The Parties agree to share all technical, modeling, and engineering data for the Eldorado-Moenkopi 500 kv Transmission Line in order to facilitate operation and maintenance of the Eldorado-Moenkopi 500 kv Transmission Line. 9.6. The Parties agree to share the cost of any maintenance required to the Eldorado- Moenkopi 500 kv Transmission Line between SCE s transmission tower M27-T4 and APS s transmission tower M28-T1. 10. ADVERSE DETERMINATION OR EXPANSION OF OBLIGATIONS 10.1 Adverse Determination: If, after the Effective Date of this Agreement, FERC or any other regulatory body, agency or court of competent jurisdiction determines that all or any part of this Agreement, its operation or effect, is unjust, unreasonable, unlawful, imprudent or otherwise not in the public interest, each Party shall be relieved of any obligations hereunder to the extent necessary to comply with or eliminate such adverse determination. The Parties shall promptly enter into good faith negotiations in accordance with Section 4.4 in an attempt to achieve a mutually agreeable modification to this Agreement to address any such adverse determination. 10.2. Expansion of Obligations: If, after the Effective Date of this Agreement, FERC or any other regulatory body, agency or court of competent jurisdiction orders or determines that this Agreement should be interpreted, modified, or significantly extended in such a manner that APS or SCE may be required to extend its obligations under this 8
Agreement to a Third Party, or to incur significant new or different obligations to the other Party or to Third Parties not contemplated by this Agreement, then the Parties shall be relieved of their obligations to the extent lawful and necessary to eliminate the effect of that order or determination, and the Parties shall attempt to renegotiate in good faith in accordance with Section 4.4 to modify the terms and conditions of the Agreement to restore the balance of benefits and burdens contemplated by the Parties prior to such order or determination. 11. SUCCESSORS AND ASSIGNS 11.1. Any successor to or assignee of rights or interests of any Party hereunder, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, shall be subject to all the provisions and conditions of this Agreement to the same extent as though such successor or assignee were an original Party hereunder; provided, that the execution of a mortgage or trust deed shall not be deemed a voluntary transfer within the meaning of this Section. 11.2. No assignment or transfer of interest hereunder shall relieve the assigning or transferring Party from full liability and financial responsibility for performance after any such assignment or transfer (i) of all obligations and duties incurred by such Party prior to such assignment or transfer under the terms and conditions of this Agreement, and (ii) of all obligations and duties imposed and provided upon such Party after such assignment or transfer under the terms and conditions of this Agreement, unless and until the assignee or transferee shall agree in writing with the remaining Party to assume such obligations and duties. 11.3. Any transferee, successor or assignee who may succeed to any rights or interests pursuant to this Section shall specifically agree in writing with the remaining Party at the time of such transfer or assignment that it will not transfer or assign all or any portion of its rights or interests so acquired without complying with the terms, covenants and conditions of this Section. 11.4. Each Party shall have the right to transfer or assign, at any time, its rights, titles and interests in facilities provided under this Agreement without the prior consent of the other Party. 11.5. Any transferee, successor or assignee who may succeed to any rights or interests pursuant to this Section shall specifically agree in writing with the remaining Party at the time of such transfer or assignment that it will not transfer or assign all or any portion of its rights or interests so acquired without complying with the terms, covenants and conditions of this section. 12. DISPUTE RESOLUTION The Parties shall make good faith efforts to resolve all disputes arising under this Agreement expeditiously and by good faith negotiation. 9
13. JUDGMENT AND DETERMINATIONS When the terms of this Agreement provide that an action may or must be taken, or that the existence of a condition may be established based on a judgment or determination of a Party, such judgment shall be exercised or such determination shall be made reasonably and in good faith, and where applicable in accordance with Applicable Reliability Standards and Good Utility Practice, and shall not be arbitrary or capricious. 14. LIABILITY Neither Party shall have any liability whatsoever to the other Party for any loss, damage, claim, cost, charge, expense (collectively, Loss ), resulting from or arising out of a Party s performance under this Agreement, to the extent such Loss relates to physical damage to or loss of use of the Eldorado-Moenkopi 500 kv Transmission Line. 14.1. Between the Parties: Except for its willful action or gross negligence, no Party, nor its directors or members of its governing board, officers, employees or agents shall be liable to another Party for any loss, damage, claim, cost, charge or expense arising from or related to this Agreement. In the event of breach of this Agreement, neither Party, nor its directors or members of its governing board, officers, employees or agents shall be liable to the other Party for any consequential, special or indirect damages. 14.2. Protection of a Party s Own Facilities: Each Party shall be responsible for protecting its facilities from possible damage by reason of electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the other Party's facilities, and such other Party shall not be liable for any such damage so caused; provided, this limitation on liability shall not extend to failure to observe the requirements of Section 9 of this Agreement. 14.3. Liability for Interruptions: Neither Party shall be liable to the other Party, and each Party hereby releases the other Party and its directors, members of its governing board, officers, employees and agents from and indemnifies them, to the fullest extent permitted by law, for any claim, demand, liability, loss or damage, whether direct, indirect or consequential, incurred by either Party, which results from the interruption or curtailment in accordance with: (a) this Agreement; (b) Good Utility Practice; or (c) power flows redirected by a Party s Balancing Authority through the Interconnection Point. 14.4. To Third Parties: Nothing in this Agreement shall be construed to create any duty to, any standard of care with reference to, or any liability to, any Third Party. 15. NO DEDICATION OF FACILITIES Any undertaking by either Party under any provision of this Agreement is rendered strictly as an accommodation and shall not constitute the dedication by the first Party of any part or all of its electric system to the other Party, the public or any Third Party. Any such undertaking by any 10
Party under a provision of, or resulting from, this Agreement shall cease upon the termination of that Party s obligations under this Agreement. 16. NO OBLIGATION TO OFFER SAME SERVICE TO OTHERS By entering into this Agreement and filing it with FERC, neither Party commits itself to furnish any like or similar undertaking to any other person or entity. 17. NO PRECEDENT This Agreement establishes no precedent with regard to any other entity or agreement. Nothing contained in this Agreement shall establish any rights to or precedent for other arrangements as may exist, now or in the future, between APS and SCE for the provision of any interconnection arrangements or any form of electric service. 18. NOTICES 18.1. Any notice, demand or request provided for in this Agreement, or served, given or made in connection with it, shall be deemed properly served, given or made if delivered in person or sent by Registered or Certified Mail, postage prepaid, to the persons specified below: 18.1.1. Arizona Public Service Company c/o Secretary P.O. Box 53999 Phoenix, Arizona 85072-3999 18.1.2. Southern California Edison Company Manager, Grid Contract Management P. O. Box 800 Rosemead, CA 91770 18.2. Changes of Notice Recipient: Either Party may change its designation of the person who is to receive notices on its behalf by giving the other Party notice thereof in the manner provided in this Section 18. No more than two persons shall be designated by a Party to receive notices. 18.3. Routine Notices: Any notice of a routine character in connection with service under this Agreement or in connection with the physical operation of facilities shall be given in such a manner as the parties may determine is appropriate from time to time, unless otherwise provided in this Agreement. 18.4. Reliance on Notice: Each Party shall be entitled under this Agreement to rely on the other Party's notice when given (or not given, when not provided within the time prescribed) as having all necessary approvals of that other Party s management, Board of Directors or other governing body, and any notice (or failure to provide timely notice) hereunder shall be binding on the noticing Party, and shall obligate that Party to 11
make such payments or to perform such duties as are necessarily associated with the notice or, if a Party fails to provide timely notice, that failure to give notice. 19. PERFORMANCE RESPONSIBILITY The Parties shall perform unconditionally and fully each and every obligation which each has under this Agreement; provided, that this Agreement shall not restrict any right either Party may otherwise have to pledge any of its revenues, funds, assets, rights, property or interests therein. 20. RULES AND REGULATIONS APS and SCE may each propose, from time to time, changes to such procedures, rules, or regulations as they shall determine are necessary in order to establish the methods of operation to be followed in the performance of this Agreement or requirements of the Balancing Authority; provided, that any such procedure, rule, or regulation shall not be inconsistent with the provisions of this Agreement or Good Utility Practice. If a Party objects to a procedure, rule, or regulation proposed by the other Party, it will notify the other Party and the Parties will endeavor to modify the procedure, rule, or regulation in order to resolve the objection. 21. SEVERABILITY If any term, covenant or condition of this Agreement or its application is held to be invalid as to any person, entity or circumstance, by FERC, or any other regulatory body, or agency, or court of competent jurisdiction, then such term, covenant or condition shall cease to have force and effect to the extent of that holding. In that event, however, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in full force and effect unless, and to the extent that a regulatory agency or court of competent jurisdiction finds that a provision is not separable from the invalid provision(s) of this Agreement. 22. RIGHT OF THE PARTIES UPON TERMINATION Should FERC deny, condition, suspend or defer APS or SCE s notice of termination, the other Party shall under no circumstances be required to maintain any interconnections or to provide any services, based in whole or in part on the existence of this Agreement, beyond the minimum time necessary for compliance with FERC s denial, condition, suspension or deferral. 23. GOVERNING LAW This Agreement shall be interpreted, governed by and construed under the laws of the State of Arizona. 24. FORCE MAJEURE Neither Party hereunder shall be held responsible or liable to the other Party, nor shall either party be considered to be in default in respect to any obligation hereunder (other than obligations of either Party to pay or expend money for or in connection with the performance of this 12
Agreement), on account of its failure to perform any such obligation at any time caused by act of God, fire, flood, explosion, strike, civil or military authority, governmental action, insurrection or riot, enemy attack, malicious mischief, act of the elements, mechanics, contractors or laborers under contracts for the furnishing of equipment, materials or supplies or for the rendition of services, or any other cause beyond its control which by exercise of due diligence and 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; provided, however that both Parties shall use their best efforts to resume with utmost dispatch the performance of any obligation hereunder. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. 25. WAIVERS AND REMEDIES 25.1. The failure of either Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of the provisions of this Agreement or of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect. 25.2. No default of either Party in the performance of any of its covenants or obligations hereunder, which except for this provision would be the legal basis for rescission or termination of this Agreement by the other Party, shall give or result in such right. Instead, the remedy of the aggrieved Party shall be suit for damages, for injunction, and/or for performance of this Agreement in accordance with its terms. 26. AUTHORIZATIONS AND APPROVALS 26.1. This Agreement shall be filed with FERC. 26.2. Each Party shall be responsible for obtaining, at its own expense, its required authorizations or approvals relating to the ownership, use, operation, and maintenance of the Eldorado-Moenkopi 500 kv Transmission Line or to its performance of the terms and provisions of this Agreement. 27. RELATIONSHIP OF PARTIES Nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or impose a trust or partnership duty, obligation or liability on or with regard to any one or both of the parties hereto. Both APS and SCE shall be individually responsible for their own obligations as herein provided. Neither party shall be under the control of or shall be deemed to control the other party. No party shall have a right or power to bind any other party without its express prior written consent, except as expressly provided in this Agreement. 28. NO THIRD PARTY RIGHTS OR OBLIGATION No right or obligation contained in this Agreement shall be applied or used for the benefit of any person or entity except as expressly set forth herein. 13
29. WARRANTY OF AUTHORITY APS and SCE each warrants and represents that this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, or similar laws effecting the enforcement of creditor s rights and subject to equitable principles. [Signature page follows] 14
30. EXECUTION Executed this _6 th day of May, 2016 but effective as set forth above. ARIZONA PUBLIC SERVICE COMPANY By: /s/ Brian W. Cole Name: Brian W. Cole Title: Director, Engineering SOUTHERN CALIFORNIA EDISON COMPANY By: /s/ Paul Grigaux 5/3/16 Name: Paul Grigaux Title: Vice President Transmission, Substations and Operations 15
EXHIBIT A 16