Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 140 727K
Business-Combination Transaction
2: EX-1 Underwriting Agreement 16 87K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 97K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 53K
5: EX-4.1 Instrument Defining the Rights of Security Holders 102 365K
6: EX-4.2 Instrument Defining the Rights of Security Holders 29 113K
7: EX-4.3 Instrument Defining the Rights of Security Holders 147± 648K
8: EX-4.4 Instrument Defining the Rights of Security Holders 295± 1.28M
9: EX-4.6 Instrument Defining the Rights of Security Holders 2 15K
10: EX-5 Opinion re: Legality 2 14K
19: EX-10.09 Material Contract 2 17K
11: EX-10.1 Material Contract 89± 293K
20: EX-10.10 Material Contract 67± 268K
21: EX-10.11 Material Contract 8 63K
23: EX-10.13 Material Contract 8± 39K
24: EX-10.14 Material Contract 4± 25K
25: EX-10.15 Material Contract 8± 39K
26: EX-10.16 Material Contract 6± 27K
12: EX-10.2 Material Contract 55± 200K
13: EX-10.3 Material Contract 116± 276K
14: EX-10.4 Material Contract 67± 228K
15: EX-10.5 Material Contract 13± 70K
16: EX-10.6 Material Contract 63± 261K
17: EX-10.7 Material Contract 11± 49K
18: EX-10.8 Material Contract 8± 38K
22: EX-11.12 Statement re: Computation of Earnings Per Share 58 225K
27: EX-12 Statement re: Computation of Ratios 1 11K
28: EX-21 Subsidiaries of the Registrant 1 11K
29: EX-23.2 Consent of Experts or Counsel 1 11K
30: EX-25 Statement re: Eligibility of Trustee 26 100K
31: EX-99.1 Miscellaneous Exhibit 12 52K
32: EX-99.2 Miscellaneous Exhibit 3 16K
33: EX-99.3 Miscellaneous Exhibit 2 13K
34: EX-99.4 Miscellaneous Exhibit 2 14K
35: EX-99.5 Miscellaneous Exhibit 3 13K
EXHIBIT 10.3
INTERCONNECTION AGREEMENT
BETWEEN
INDIANAPOLIS POWER & LIGHT COMPANY
AND
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
Dated: December 2, 1968
CONTENTS
Article Page
Preamble ------------------------------------------------------- 1
1. Provisions for, and Continuity of Interconnected
Operation ------------------------------------------------------ 2
2. Services to be Rendered ---------------------------------------- 5
3. Service Conditions --------------------------------------------- 7
4. Delivery Points, Metering Points, and Metering ----------------- 10
5. Records and Statements ----------------------------------------- 12
6. Billings and Payments ------------------------------------------ 13
7. Operating Committee -------------------------------------------- 14
8. Continuity of Service ------------------------------------------ 15
9. Duration of Agreement ------------------------------------------ 16
10. Liability ------------------------------------------------------ 18
11. Taxes ---------------------------------------------------------- 18
12. Notices -------------------------------------------------------- 18
13. Regulatory Authorities ----------------------------------------- 19
14. Waivers -------------------------------------------------------- 20
15. Entire Agreement Contained Herein ------------------------------ 20
16. Construction of Agreement -------------------------------------- 20
17. Assignment ----------------------------------------------------- 21
(i)
Service Schedule Page
A Emergency Service ---------------------------------------------- 22
B Energy Transfer ------------------------------------------------ 26
C Interchange Power ---------------------------------------------- 30
D Short Term Power ----------------------------------------------- 34
E Coordination of Scheduled Maintenance of
Generating Facilities ------------------------------------------ 38
(ii)
0.01 THIS AGREEMENT, dated as of the 2nd day of
December, 1968, between INDIANAPOLIS POWER & LIGHT
COMPANY (Indianapolis Company), an Indiana corporation,
and SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (Southern
Indiana Company), also an Indiana corporation,
WITNESSETH:
0.02 WHEREAS, Indianapolis Company and Southern
Indiana Company each owns electric facilities and is
engaged in generation, transmission, distribution, and
sale of electric power and energy within the State of
Indiana; and
0.03 WHEREAS, Indianapolis Company and Southern
Indiana Company desire that certain 138,000-volt
transmission line facilities be provided and built so as
to establish a 138,000-volt interconnection between the
Indianapolis Company system and the Southern Indiana
Company system; and
0.04 WHEREAS, Indianapolis Company and Southern
Indiana Company desire to avail themselves of the mutual
benefits and advantages to be realized by interconnected
systems operation through such 138,000-volt
interconnection; and
0.05 WHEREAS, the parties desire to fix the terms
and conditions upon which such interconnection shall be
provided and built and upon which the furnishing of
interconnection services shall be effected;
0.06 NOW, THEREFORE, in consideration of the
premises and of the mutual covenants herein set forth,
the parties agree as follows:
ARTICLE 1
PROVISIONS FOR, AND CONTINUITY
OF INTERCONNECTED OPERATION
Facilities To Be Provided By Southern Indiana Company
1.01 Southern Indiana Company shall provide, own,
and install, or cause to be installed, at its own
expense, the following described facilities, viz.:
1.011 A 138,000-volt single circuit transmission
line (hereby designated and herein called
Culley-Petersburg Line), approximately 55 miles in
length, constructed with conductors not smaller than
795 MCM in size and with suitable ground wires, to
extend in a generally northerly direction from
Southern Indiana Company's Culley 138 KV Substation
to Indianapolis Company's Petersburg Station.
1.012 At Culley 138 KV Substation, the necessary
terminal equipment, including facilities essential
to the protection of line and station equipment.
1.013 At Culley 138 KV Substation and other
suitable locations, such communication,
telemetering, and load control facilities as shall
hereafter be determined by the parties as necessary
for the proper and efficient interconnected
operation of the parties' systems.
Facilities To Be Provided By Indianapolis Company
1.02 Indianapolis Company shall provide, own, and
install, or cause to be installed at its own expense, the
following described facilities; viz.:
1.021 At Petersburg Station, the necessary
terminal equipment, including facilities essential
to the protection of line and station equipment;
such terminal equipment shall include one
138,000-volt automatic circuit breaker, appurtenant
disconnecting and associated equipment.
1.022 At Petersburg Station, transformer
capacity, rated at 300,000 KVA, for conversion of
the power at the 345,000-volt bus to power at
138,000 volts.
1.023 At Petersburg Station, suitable
138,000-volt metering equipment as described in
Section 4.03 below.
1.024 At Petersburg Station and other suitable
locations, such communication, telemetering, and
load control facilities as shall hereafter be
determined by the parties as necessary for the
proper and efficient interconnected operation of the
parties' systems.
Interconnection Point
1.03 The Interconnection Point shall be that point
at Petersburg Station where the terminal facilities
provided therefor by Indianapolis Company shall be
connected to the Culley-Petersburg Line.
Facilities Obligations Common To The Parties
1.04 Subject to accidents, strikes, litigation,
delays in securing delivery of equipment or other similar
or dissimilar causes beyond the reasonable control of the
parties, including the procuring of the necessary
materials and labor and the obtaining of all the
necessary governmental authorizations and permits
approving the use of such labor and materials, the
installation of the facilities to be provided by the
parties, as hereinabove described, shall be completed and
in service on or before January 1, 1970, and should the
installation of said facilities be delayed beyond said
date due to any of the aforesaid causes it shall
nevertheless be completed as soon thereafter as
practicable.
1.05 The parties shall cooperate to assure the
maximum practicable coordination of design of the
facilities to be installed by each of them with new and
existing facilities of the other.
Synchronous Operation
1.06 When the installation of the facilities as
provided for under this Article 1 is completed, the
systems of the parties shall be connected at the
Interconnection Point and thereafter throughout the
duration of this agreement, subject to the provisions of
this Section 1.06, such systems shall be operated in
continuous synchronism through such line. If synchronous
operation of the systems through such line becomes
interrupted either manually or automatically because of
reasons beyond the control of either party or because of
scheduled maintenance that has been agreed to by both
parties, the parties shall cooperate to remove the cause
of such interruption as soon as practicable and restore
such line to normal operating condition. Neither party
shall be responsible to the other party for any damage or
loss of revenue caused by any such interruption.
Maintenance of Equipment
1.07 The parties hereto shall each keep the lines,
together with all associated equipment and appurtenances,
described in Article 1 hereof that are located on their
respective sides of the Interconnection Point in a
suitable condition of repair at all times, each at its
own expense, in order that said lines will operate in a
reliable and satisfactory manner and in order that
reduction in the capacity of said lines will be avoided
to the extent practicable.
ARTICLE 2
SERVICES TO BE RENDERED
2.01 It is the purpose of the parties hereto to
realize on an equitable basis, all benefits practicable
to be effected through coordination in the operation and
development of their respective systems. It is
understood by the parties that such benefits may be
realized by them by supplying from time to time, each to
the other, under stated terms and conditions, various
interconnection services including:
(I) the furnishing of mutual emergency and
standby assistance,
(II) the transfer of electric
energy through the transmission system of
one party for the benefit of the other,
(III) the interchange, sale,
and purchase of energy to effect
operating economies,
(IV) the sale and purchase of
short-term electric power and energy
available on the system of one party and
needed on the system of the other, and
(V) the coordination of
maintenance schedules of generating and
transmission facilities
In furtherance of such purpose the parties hereto shall
create an Operating Committee as provided under Article
7.
2.02 Inasmuch as the specific services to be
rendered in furtherance of such purpose will vary from
time to time while this agreement is in effect, and the
terms and conditions applicable to such services may
require modification from time to time, it is intended
that such specific services and the terms and conditions
applicable thereto will be set forth in service schedules
mutually agreed upon from time to time between the
parties. Such service schedules, until and unless
changed by such mutual agreement, shall be those provided
by Section 2.03 hereof. Each such service schedule,
while in effect, shall be deemed a part of this
agreement.
2.03 The respective service schedules designated:
1. Service Schedule A - Emergency Service
2. Service Schedule B - Energy Transfer
3. Service Schedule C - Interchange Power
4. Service Schedule D - Short Term Power
5. Service Schedule E - Coordination of
Scheduled Maintenance of Generating Facilities
which have been agreed upon between the parties hereto,
are identified as Exhibits I, II, III, IV, and V,
respectively, to this agreement, are attached hereto and
are hereby made a part of the same as if incorporated
herein.
ARTICLE 3
SERVICE CONDITIONS
Control of System Disturbance
3.01 The parties hereto shall maintain and operate
their respective systems so as to minimize, in accordance
with sound operating practice, the likelihood of
disturbance originating in either system which might
cause impairment to the service of the system of the
other party or of any system interconnected with the
system of the other party.
Control of Kilovar Exchange
3.02 It is intended that neither party hereto shall
be obligated to deliver kilovars for the benefit of the
other party; also that neither party shall be obligated
to receive kilovars when to do so may introduce
objectionable operating conditions on its system. The
Operating Committee shall be responsible for the
establishment from time to time of operating procedures
and schedules, in respect of carrying kilovar loads by
one system for the other in order to secure adequate
service and economical use of the facilities of both
systems and in respect of proper charges, if any, for the
use of facilities carrying kilovar loads. In discharging
such duties the Operating Committee shall recognize that
in the transmission and delivery of power and energy
hereunder the carrying of kilovar loads by either of the
parties, in harmony with sound engineering principles of
transmission operation with their systems interconnected,
is subject to numerous variables contingent upon loading
and operating conditions existing simultaneously on both
of their systems. The operating procedures and schedules
so set up by the Operating Committee shall be in accord
with such principles and shall require each of the
parties to carry kilovar loads at such times and in such
amounts as will be equitable to both parties.
Control of Unscheduled Power Deliveries
3.03 The parties hereto shall exercise reasonable
foresight in carrying out all matters related to the
providing and operating of their respective electric
power resources so as to minimize to the extent
practicable deviations between actual and scheduled
deliveries of electric power and energy between their
systems. The parties shall provide and install on their
respective systems such communication and telemetering
facilities as are essential to so minimizing such
deviations; and, in developing and executing operating
procedures that will enable the parties to avoid, to the
extent practicable, deviations from scheduled deliveries,
shall fully cooperate with each other and with third
parties whose systems are either directly or indirectly
interconnected with the systems of the parties and who of
necessity, together with the parties, must unify their
efforts cooperatively to achieve effective and efficient
interconnected operation. The parties recognize,
however, that, despite their best efforts to prevent the
same, unscheduled deliveries of electric energy from one
party to the other may occur. Electric energy delivered
hereunder in such event shall be settled for either by
the return of equivalent energy or by payment of the
out-of-pocket cost (such cost being as of the delivery
point or points, as provided for in Section 4.01 of this
agreement, taking into account electrical losses incurred
from the source or sources of such energy to said
delivery point or points) to the supplying party of
generating or acquiring such energy plus ten per cent of
such cost. If equivalent energy is returned, it shall be
returned at times when the load conditions of the party
receiving it are equivalent to the load conditions of
such party at the time the energy for which it is
returned was delivered or, if such party elects to have
equivalent energy returned under different conditions, it
shall be returned in such amounts, to be agreed upon by
the Operating Committee, as will compensate for the
difference in conditions.
ARTICLE 4
DELIVERY POINTS, METERING
POINTS AND METERING
Delivery Points
4.01 All electric energy delivered under this
agreement shall be of the character commonly known as
three-phase sixty-cycle energy, and shall be delivered at
the Interconnection Point, as defined under Section 1.03
hereof, at a nominal voltage of 138,000 volts and at such
other points and voltages as may be agreed upon by the
parties hereto.
Metering Points
4.02 Electric Power and energy supplied under this
agreement shall be measured by suitable metering
equipment, having appropriate voltage rating, to be
installed, owned and maintained at the metering point or
points by the party in each case, as provided below:
4.021 At the Interconnection Point specified in
Section 1.03 above, by 138,000 volt metering
equipment to be installed, owned and maintained by
Indianapolis Company; and
4.022 At such other points as may be hereafter
agreed upon, such equipment at each such other
metering point to have such voltage rating and to be
installed under such arrangement with respect to
ownership and maintenance thereof as the parties
mutually determine.
Metering
4.03 Suitable metering equipment at the metering
points as provided in Section 4.02 above shall include
electric meters, potential and current transformers, and
such other appurtenances as shall be necessary to give
for each direction of flow the following quantities: (1)
a continuous automatic graphic record of both kilowatts
and kilovars, (2) an automatic record of the
kilowatt-hours for each clock hour, and (3) a continuous
integrating record of the kilowatt-hours.
4.04 Measurements of electric energy for the
purpose of effecting settlements under this agreement
shall be made by standard types of electric meters
installed and maintained, unless otherwise provided for
in this agreement, by the owner at the metering points as
provided under Section 4.02 above. The timing devices of
all meters having such devices shall be maintained in
time synchronism as closely as practicable. The meters
shall be sealed and the seals shall be broken only upon
occasions when the meters are to be tested or adjusted.
For the purpose of checking the records of the metering
equipment installed by one of the parties hereto as
hereinabove provided, the other party hereto shall have
the right to install check metering equipment at the
aforesaid metering points. Check metering equipment so
installed by one party on the premises of another party,
unless otherwise provided for in this agreement, shall be
owned and maintained by the party installing such
equipment. Upon termination of this agreement the party
owning such check metering equipment shall remove it from
the premises of the other party. Authorized
representatives of both parties shall have access at all
reasonable hours to the premises where the meters are
located and to the records made by the meters.
4.05 The aforesaid metering equipment shall be
tested by the owner at suitable intervals and its
accuracy of registration maintained in accordance with
good practice. On request of either party hereto, a
special test may be made at the expense of the party
requesting such special test. Representatives of both
parties shall be afforded opportunity to be present at
all routine or special tests and upon occasions when any
readings for purposes of settlements hereunder are taken
from meters not bearing an automatic record.
4.06 If, at any test of metering equipment an
inaccuracy shall be disclosed exceeding two percent, the
account between the parties hereto for service
theretofore delivered shall be adjusted to correct for
the inaccuracy over the shorter of the following two
periods: (1) for the thirty-day period immediately
preceding the day of the test or (2) for the period that
such inaccuracy may be determined to have existed.
Should the metering equipment as provided for under
Section 4.03 hereof at any time fail to register, the
electric power and energy delivered shall be determined
from the check meters, if installed, or otherwise shall
be determined from the best available data.
ARTICLE 5
RECORDS AND STATEMENTS
Records
5.01 In addition to records of the metering
provided for in Article 4 hereof, the parties hereto
shall keep in duplicate such other records as may be
needed to afford a clear history of the various
deliveries of electric energy made by one party to the
other, and of the clock-hour integrated demands in
kilowatt-hours delivered by one party to the other. In
maintaining such records, the parties shall effect such
segregations and allocations of demands and electric
energy delivered into classes representing the various
services and conditions as may be needed in connection
with settlements under this agreement. The originals of
all such records shall be retained by the party keeping
the records and the duplicates shall be delivered monthly
to the other party except as the parties may agree upon a
different time interval for such delivery.
Statements
5.02 As promptly as practicable after the end of
each calendar month, the parties hereto shall cause to be
prepared a statement setting forth the electric power and
energy transactions between them during such month in
such detail and with such segregations as may be needed
for operating records or for settlements under the
provision of this agreement.
ARTICLE 6
BILLINGS AND PAYMENTS
6.01 All bills for amounts owed by one party hereto
to the other shall be due and payable on the fifteenth
day of the month next following the month to which such
bills are applicable, or on the tenth day following
receipt of bill, whichever date be later. Interest on
unpaid amounts shall accrue at the rate of six per cent
per annum from the date due until the date upon which
payment is made. The term "month" shall mean a calendar
month for the purpose of settlements under this
agreement.
ARTICLE 7
OPERATING COMMITTEE
7.01 To coordinate the operation of their
respective generating, transmission and substation
facilities, in order that the advantages to be derived
hereunder may be realized by the parties hereto to the
fullest practicable extent, the parties shall establish a
committee of authorized representatives to be known as
the Operating Committee. Each of the parties shall
designate in writing delivered to the other party, the
person who is to act as its representative on said
committee (and the person or persons who may serve as
alternate whenever such representative is unable to act).
Such representative and alternate or alternates shall
each be persons familiar with the generating,
transmission, and substation facilities of the system of
the party by which he has been so designated, and each
shall be fully authorized (1) to cooperate with the other
representative (or alternates) and (2) from time to time
as the need arises, subject to the declared intentions of
the parties herein set forth and to the terms hereof and
the terms of any other agreements then in effect between
the parties, to determine and agree upon the following:
7.011 All matters pertaining to the coordination
of maintenance of the generating and transmission
facilities of the parties.
7.012 All matters pertaining to the control of
time, frequency, energy flow, kilovar exchange,
power factor, voltage, and other similar matters
bearing upon the satisfactory synchronous operation
of the systems of the parties.
7.013 Such other matters not specifically
provided for herein upon which cooperation,
coordination, and agreement as to quantity, time,
method, terms and conditions are necessary in order
that the operation of the systems of the parties may
be coordinated to the end that savings will be
realized by the parties to the fullest practicable
extent.
7.02 For the purpose of inspection and reading of
meters, checking of records, and all other pertinent
matters, said representatives and their alternates shall
have the right of entry to all property of the parties
hereto used in connection with the performance of this
agreement.
ARTICLE 8
CONTINUITY OF SERVICE
8.01 Each party hereto shall exercise reasonable
care and foresight to maintain continuity of service as
provided under this agreement, but neither party shall be
considered to be in default in respect of any obligation
hereunder if prevented from fulfilling such obligation by
reason of uncontrollable forces. The term
"uncontrollable forces" shall be deemed for the purposes
of this agreement to mean earthquake, storm, lightning,
flood, backwater caused by flood, fire, epidemic,
accident, failure of facilities, war, riot, civil
disturbances, strike, labor disturbances, restraint by
court or public authority, or other similar or dissimilar
causes beyond the control of the party affected, which
causes such party could not have avoided by exercise of
reasonable care. Any party unable to fulfill any
obligation by reason of uncontrollable forces shall
remove such disability with reasonable dispatch.
ARTICLE 9
DURATION OF AGREEMENT
9.01 This agreement shall become effective at the
date hereof, subject to the filing requirements of any
other regulatory authority or authorities having
jurisdiction herein and to approval of any such
authority, if required, and shall continue in effect the
expiration of a period of ten consecutive years
commencing upon the Interconnection Date, as defined in
this Section 9.01, and thereafter for successive periods
of one year unless and until terminated as provided in
Section 9.02 below. The Interconnection Date shall be
the first day of the calendar month next following the
day, or on such day if it should be the first day of a
calendar month, upon which the systems of the parties are
connected at the Interconnection Point as provided for in
Article 1 above. As soon as practicable following the
establishment of such date, the parties, as a matter of
record, shall exchange letters setting forth their
acceptance thereof as said Interconnection Date.
9.02 On July 10, 1953, Southern Indiana Company
entered into a certain agreement designated "Inter-
Company Power Agreement" with Ohio Valley Electric
Corporation and certain other public utility companies.
It is mutually agreed that if because Southern Indiana
Company is or may become a Sponsor A or a Sponsor B as
defined in said Inter-Company Power Agreement and should
a condition arise at any time under which the performance
by Southern Indiana Company of any of its obligations
under this agreement conflict in any manner with the
performance by it of any of its obligations under said
Inter-Company Power Agreement, then Southern Indiana
Company shall promptly advise Indianapolis Company in
writing of such fact, and thereafter at any time either
Indianapolis Company or Southern Indiana Company may
terminate this agreement by giving at least thirty-days
written notice to that effect to the other.
9.03 Either party upon at least thirty months'
prior written notice to the other may terminate this
agreement at the expiration of said initial period of ten
consecutive years or at the expiration of any succeeding
period of one year.
ARTICLE 10
LIABILITY
10.01 Each party hereto shall save and hold the
other party hereto free and harmless from and against
liability, loss, damage and expense arising from or
incident to injury or damage to persons or property
occasioned by or in connection with its own facilities or
the production or flow of electric energy by or through
such facilities except when such injury or damage is due
to the negligence of such other party.
ARTICLE 11
TAXES
11.01 If at any time during the term hereof there
should be levied or assessed against either of the
parties hereto any direct tax by any taxing authority on
the capacity or energy (or both) generated, purchased,
sold, transmitted, interchanged, or exchanged by it,
(there being no such tax at the date hereof) and such
direct tax results in increasing the cost to either or
both parties hereto in carrying out the provisions of
this agreement, then such increase shall be made in the
charges for capacity or energy (or both) furnished
hereunder as is necessary to make adequate and equitable
allowance for such tax.
ARTICLE 12
NOTICES
12.01 Except as herein otherwise provided, any
notice which may be given to or made upon either party
hereto by the other under any of the provisions of this
agreement, shall be in writing unless it is otherwise
specifically provided herein, and shall be treated as
duly delivered when the same is either (a) personally
delivered to the Chief Executive Officer of Indianapolis
Company, in the case of a notice to be given Indianapolis
Company, or personally delivered to the Chief Executive
Officer of Southern Indiana Company, in the case of a
notice to be given Southern Indiana Company, or (b)
deposited in the United States mail, postage prepaid and
properly addressed to the above parties.
12.02 Any notice, request or demand pertaining to
matters of an operating nature may be delivered, by
ordinary mail, messenger, telephone, telegraph, or orally
as may be appropriate, to an Operating Committee
representative and, if oral, shall be confirmed in
writing as soon as practicable thereafter if either party
hereto so requests in any particular instance.
ARTICLE 13
REGULATORY AUTHORITIES
13.01 This agreement is made subject to the
jurisdiction of any regulatory authority or authorities
having jurisdiction in the premises and if any of the
terms and conditions hereof are altered or made
impossible of performance by order or rule of any such
authority, and the parties hereto are unable to agree
upon a modification of such terms and conditions, then in
such event neither party shall be liable to the other for
failure thereafter to comply with such terms and
conditions.
ARTICLE 14
WAIVERS
14.01 Any waiver at any time by either party hereto
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 matter.
Any delay, short of the statutory period of limitation,
in asserting or enforcing any right under this agreement,
shall not be deemed a waiver of such right.
ARTICLE 15
ENTIRE AGREEMENT CONTAINED HEREIN
15.01 This agreement contains the entire agreement
between the parties hereto in respect of the subject
matter hereof, and there are no other understandings or
agreements between the parties hereto in respect thereof.
ARTICLE 16
CONSTRUCTION OF AGREEMENT
16.01 This agreement shall be governed by and
construed according to the laws of the State of Indiana.
ARTICLE 17
ASSIGNMENT
17.01 This agreement shall inure to and bind the
respective successors and assigns of the parties hereto,
but the assignment hereof by either party shall not
relieve such party, without the written consent of the
other party, of any obligation to supply, or to take and
pay for, as the case may be, the services herein
contracted for.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers and their respective corporate seals to be
hereunto affixed as of the date first mentioned above.
INDIANAPOLIS POWER & LIGHT COMPANY
an Indiana corporation.
By /s/ O.T.Fitzwater
O.T. Fitzwater, Chairman of the Board
ATTEST:
/s/ Ralph W. Husted
Ralph W. Husted, Secretary
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
an Indiana corporation.
By /s/ D.W. Vaugh
President
ATTEST:
/s/ L.H. Meyer
, Secretary
Exhibit I
SERVICE SCHEDULE A
EMERGENCY SERVICE
Under Agreement, dated as of
December 2, 1968 between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the Agreement)
dated as of December 2, 1968, between Indianapolis Power
& Light Company (Indianapolis Company) and Southern
Indiana Gas and Electric Company (Southern Indiana
Company) shall become effective on the Interconnection
Date as defined in Section 9.01 of Article 9 of the
Agreement and shall continue in effect until termination
of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Subject to the provisions of subsection 2.2 of
this Section 2, in the event of a breakdown or other
emergency in or on the system of either party involving
either sources of power or transmission facilities, or
both, impairing or jeopardizing the ability of the party
suffering the emergency to meet the loads of its system,
the other party shall deliver to such party such electric
energy as it is requested to deliver; provided, however,
that neither party shall be obligated to deliver such
energy which, in its sole judgment, it cannot deliver
without interposing a hazard to or economic burden upon
its operations or without impairing or jeopardizing the
other load requirements of its system; and provided
further, that neither party shall be obligated to deliver
electric energy for a period in excess of forty-eight
consecutive hours during any single emergency.
2.2 The parties recognize that the delivery of
electric energy as provided for in subsection 2.1 of this
Section 2 is subject to two conditions which may preclude
the delivery of such energy as so provided: (a) the
party requested to deliver electric energy may be
suffering an emergency in or on its own system as
described in said subsection 2.1, or (b) the system of
the party of whom such request is made may be delivering
electric energy, under a mutual emergency interchange
agreement, to the system of another interconnected
company which is suffering an emergency in or on its
system. Under conditions as cited under (a) above,
neither party shall be considered to be in default
hereunder if unable to comply with the provisions of said
subsection 2.1. Under conditions as cited under (b)
above, neither party shall be considered to be in default
hereunder if it is unable to comply with the provisions
of said subsection 2.1 provided that the aforesaid
interconnected company has suffered said emergency in or
on its system prior to and within forty-eight hours of
that of the other party hereto and that, if requested by
said other party, such delivery of electric energy to
said interconnected company shall be discontinued within
forty-eight hours following the start of such delivery,
and a subsequent delivery shall be made for a full forty-
eight hour period to said other party in accordance with
the provisions of said subsection 2.1.
2.3 If at any time the record over a reasonable
prior period shows clearly that either of the parties has
failed to deliver energy in accordance with and subject
to the provisions of subsection 2.1 and subsection 2.2 of
this Section 2, either party, by written notice given to
the other party, may call for a joint study by the
parties of the reserve generating capacity in and
provided for their respective systems and of their
respective system transmission facilities affecting the
supply and delivery of power and energy under the
Agreement. It shall be the purpose of such study to
determine the adequacy or inadequacy of reserve
generating capacity and transmission facilities being
provided to meet the requirements of the parties'
respective systems, reflecting obligations under the
Agreement, and, if inadequate, the extent of the burden
that one party may be placing upon the other. If it
should be found that one party is placing an unreasonable
burden upon the other, the party causing such burden
shall take such measures as are necessary to remove the
burden from the other party, or the parties shall enter
into such arrangements as shall provide for equitable
compensation to the party being burdened.
SECTION 3 - COMPENSATION
3.1 Electric energy delivered under Section 2 above
shall be settled for either by the return of equivalent
energy or, at the option of the party that supplied such
energy, by payment of the out-of-pocket cost (such cost
being as of the delivery point or points, as provided in
Section 4.01 of Article 4 of the Agreement, taking into
account electrical losses incurred from the source or
sources of such energy to said delivery point or points)
to the supplying party of generating or supplying such
energy plus ten percent of such cost. If equivalent
energy is returned, it shall be returned at times when
the load conditions of the party receiving it are
equivalent to the load conditions of such party at the
time the energy for which it is returned was delivered
or, if such party elects to have equivalent energy
returned under different conditions, it shall be returned
in such amounts, to be agreed upon by the Operating
Committee, as will compensate for the difference in
conditions.
Exhibit II
SERVICE SCHEDULE B
ENERGY TRANSFER
Under Agreement, dated as of
December 2, 1968 between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the Agreement)
dated as of December 2, 1968, between Indianapolis Power
& Light Company (Indianapolis Company) and Southern
Indiana Gas and Electric Company (Southern Indiana
Company) shall become effective on the Interconnection
Date as defined in Section 9.01 of Article 9 of the
Agreement and shall continue in effect until termination
of the Agreement.
SECTION 2 - TRANSFER ARRANGEMENT
2.1 In carrying out the interconnected operation of
their respective systems as provided for under the
Agreement, energy being received by a portion of one
party's system from another portion of its system or from
the system of another interconnected company, or energy
being delivered by a portion of one party's system to
another portion of its system or to the system of another
interconnected company, may flow over the transmission
facilities of the other party as a natural result of the
physical and electrical characteristics of the
interconnected network of transmission lines of which the
transmission systems of the parties are a part. Such
flow of energy may occur during periods when conditions
of system operation are normal or may occur during
periods of emergency caused by the failure of either
sources of power or transmission facilities, or both. In
respect to such flow of energy (hereinafter called
"energy transfer") the parties agree as follows; viz.:
2.11 Such energy transfer over their respective
transmission facilities shall be permitted when such
transfer occurs; subject, however, to the
understanding that such energy transfer shall not be
of such magnitude or duration as to affect adversely
or jeopardize the ability of the party over whose
system such energy transfer occurs to render proper
service to its customers, and to render or accept
service to or from companies with which it now has
or at any time hereafter it may have contractual
arrangements to furnish, take, or interchange power
or energy, or both.
2.12 The parties recognize that in carrying out
the provisions of this Service Schedule, the above
described energy transfer, either during periods
when conditions of system operation are normal or
during periods of emergency, or both, may eventually
require the installation of additional transmission
facilities in order that such energy transfer may be
properly controlled to the end that the ability of
the party over whose system such energy transfer
occurs to meet its own requirements, as described
under 2.11 above, is not affected adversely or
jeopardized. In the event the need for such
additional transmission facilities becomes apparent
to either of the parties during the duration of this
Service Schedule, upon written notice given by
either party to the other party and as soon as
practicable following such notice, the parties shall
jointly re-examine conditions relating to energy
transfer. In such re-examination, if called for,
the parties shall agree upon such additional
transmission facilities as may be required to be
installed, if any, and upon an equitable basis for
bearing the cost of installing, maintaining and
operating such facilities, if installed.
SECTION 3 - POWER AND ENERGY ACCOUNTING
3.1 The parties recognize that energy transfer as
described under Section 2 of this Service Schedule,
except for such amounts of electrical losses as may be
incurred because of such energy transfer, is the
simultaneous acceptance and delivery of like amounts of
power and energy by and from the system of the party over
whose system such energy transfer occurs. Power and
energy associated with energy transfer, including
electrical losses associated therewith, shall be
accounted for each clock-hour as provided for under
Article 5 of the Agreement. Proper consideration to such
electrical losses will be in accordance with the manner
agreed upon by the Operating Committee. It is understood
by the parties, however, that such electrical losses
resulting from energy transfer, to be taken as losses
over and above the losses prevailing under basic
conditions agreed upon by the parties, shall be supplied
simultaneously by the party for whom such energy transfer
is being made. The parties have agreed that initially
such basic conditions will be established as those that
exist when the scheduled net delivery between the systems
of the parties, and between their respective systems and
the systems of other interconnected companies, is zero
kilowatts. It is further understood that, from time to
time, conditions may require the establishment of
different basic conditions for such purpose. Either
party by written notice given to the other party may call
for a prompt re-examination and reconsideration of
matters pertinent to the establishment of said basic
conditions, whenever such re-examination appears to be
warranted, and the parties will thereupon agree to effect
such changes in the basic conditions, if any, that will
equitably compensate the parties for such losses. A
statement to be prepared by the parties at the end of
each calendar month shall include in detail the amounts
of energy delivered and received by the parties that are
associated with energy transfer and the amounts of
electrical losses associated therewith.
Exhibit III
SERVICE SCHEDULE C
INTERCHANGE POWER
Under Agreement, dated as of
December 2, 1968 between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the Agreement)
dated as of December 2, 1968, between Indianapolis Power
& Light Company (Indianapolis Company) and Southern
Indiana Gas and Electric Company, Inc. (Southern Indiana
Company) shall become effective on the Interconnection
Date as defined in Section 9.01 of Article 9 of the
Agreement and shall continue in effect until termination
of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
Economy Energy
2.1 It is recognized that from time to time each of
the parties may have electric energy (herein called
Economy Energy) available from surplus capacity either on
its own system or from sources outside its own system, or
both, and that Economy Energy could be supplied to the
other party at a cost that would result in operating
savings to such other party. Such operating savings
would result from the displacement of electric energy
that otherwise would be supplied from capacity either on
such other party's system or from sources outside its own
system, or both. To promote the economy of electric
power supply and to achieve efficient utilization of
production capacity, either party, whenever it, in its
own judgment determines Economy Energy is available, may,
but shall not be obligated to, offer Economy Energy to
the other party. Promptly upon receipt of any such offer
said other party shall notify the offering party of the
extent to which it desires to use such Economy Energy,
and schedules providing the periods and extent of use
shall be agreed upon.
Compensation - Economy Energy
2.2 Economy Energy supplied hereunder shall be
considered as displacing electric energy that otherwise
would have been generated by the receiving party at its
own steam-electric generating stations or any electric
energy from third parties mutually agreed to be subject
to displacement hereunder. Economy Energy shall be
settled for at rates which shall be predicated upon the
principle that savings in operating costs to the systems
of the parties resulting from the use of Economy Energy
shall be divided between the parties as equally as is
practicable. Prior to any transaction involving the
delivery and receipt of Economy Energy, authorized
representatives of the parties shall determine and agree
upon the compensation applicable to such transaction.
Compensation so agreed upon shall not be subject to later
review or adjustment.
Non-Displacement Energy
2.3 It is further recognized that from time to time
occasions will arise when the effecting of transactions
as provided in subsection 2.1 next above will be
impracticable, but at the same time one of the parties
may have electric energy (herein called Non-Displacement
Energy) which it is willing to make available from
surplus capacity either on its own system or from sources
outside its own system, or both, that can be utilized
advantageously for short intervals by the other party.
It shall be the responsibility of the party desiring the
receipt of Non-Displacement Energy to initiate the
receipt and delivery of such energy. The party desiring
such receipt of energy shall inform the other party of
the extent to which it desires to use Non-Displacement
Energy, and, whenever in its sole judgment such other
party determines that it has Non-Displacement Energy
available, schedules providing the periods and extent of
use shall be mutually agreed upon. Neither party shall
be obligated to make any Non-Displacement Energy
available to the other.
Compensation - Non-Displacement Energy
2.4 Non-Displacement Energy delivered hereunder
shall be settled for either by the return of equivalent
energy or, at the option of the party that supplied such
energy, by payment of the out-of-pocket cost (such cost
being as of the delivery point or points, as provided for
in Section 4.01 of Article 4 of the Agreement, taking
into account electrical losses incurred from the source
or sources of such energy to said delivery point or
points) to the supplying party of generating or supplying
such energy plus ten per cent of such cost. If
equivalent energy is returned, it shall be returned at
times when the load conditions of the party receiving it
are equivalent to the load conditions of such party at
the time the energy for which it is returned was
delivered or, if such party elects to have equivalent
energy returned under different conditions, it shall be
returned in such amounts, to be agreed upon by the
Operating Committee, as will compensate for the
difference in conditions.
Exhibit IV
SERVICE SCHEDULE D
SHORT TERM POWER
Under Agreement, dated as of
December 2, 1968 between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective on the
Interconnection Date as defined in Section 9.01 of
Article 9 of the Agreement and shall continue in effect
until termination of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of not less than one calendar
week if the reservation begins with Sunday or Monday or
for the balance of the calendar week if the reservation
begins with any day subsequent to Monday, such electric
power (herein called Short Term Power) as the other party
may at such time have and is willing to make available as
Short Term Power. The party asked to supply Short Term
Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be
reserved by the other party as Short Term Power:
2.11 To reserve Short Term Power, the party
desiring such power shall specify in its notice to
the other party the number of kilowatts and the
period for which it desires to so reserve such power
and the desired schedule of delivery of the power so
reserved. The party receiving such notice, in a
prompt acknowledgement, shall signify the extent of
its ability and willingness to comply with the
provision of such notice. Any notice or any
acknowledgement of such notice that may be given
orally initially, if requested by either party,
shall be confirmed in writing and such confirmation
shall be forwarded not later than the third day,
excluding a Saturday, Sunday and holidays, following
the day such oral notice is given.
2.12 During the period that Short Term Power has
been reserved as above provided, the party having
agreed to supply such power shall deliver electric
energy (herein called Short Term Energy) to the
other party at the delivery point or points, as
provided for in Section 4.01 of Article 4 of the
Agreement, upon call and in amounts up to the number
of kilowatts reserved. However, in the event
conditions arise during such period which could not
have been reasonably foreseen at the time said power
was reserved and such conditions would cause the
delivery of Short Term Energy to be burdensome to
the supplying party, said party shall have the right
to request the other party to reduce its take of
such energy to any amount specified and for any
portion of such period. The party so requested
shall promptly comply with the request of the other
party.
2.13 The Short Term Power billing demand for any
period shall be taken as equal to the number of
kilowatts reserved for such period as Short Term
Power.
SECTION 3 - COMPENSATION
3.1 Payments for the supply of Short Term Power and
Short Term Energy shall be predicated upon the following
rates:
3.11 Demand Charge
For the billing demand for each week at the
rate of $0.30 per kilowatt for such week or if the
period is less than a week at the rate of $0.06 per
kilowatt per day. In the event the amount of Short
Term Energy taken is reduced upon request of the
supplying party, the demand charge for the period
during which such reduction for each day during
which any reduction is in effect.
3.12 Energy Charge
For the kilowatt-hours of Short Term Energy taken,
at a rate per kilowatt-hour equal to the out-of-
pocket cost (such cost being as of the delivery
point or points, as provided for in Section 4.01 of
Article 4 of the Agreement, taking into account
electrical losses incurred from the source or
sources of such energy to said delivery point or
points) to the supplying party of generating or
supplying such energy plus ten per cent of such
cost.
Exhibit V
SERVICE SCHEDULE E
COORDINATION OF SCHEDULED MAINTENANCE
OF GENERATING FACILITIES
Under Agreement, dated as of
December 2, 1968 between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective on the
Interconnection Date as defined in Section 9.01 of
Article 9 of the Agreement and shall continue in effect
until termination of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 In the furtherance of the benefits to be
realized by the parties, by coordinating to the extent
practicable the scheduled maintenance, repair, and
overhaul of generating facilities in their respective
systems, the parties shall arrange for, deliver, and take
electric power and energy in amounts and under conditions
as follows; viz.:
2.11 Either party, to the extent that it has
capacity available and is willing to do so, may
supply to the other electric energy in an amount up
to, but not limited to, 25,000 kilowatts to provide
for and coordinate the scheduled maintenance,
repair, and overhauling of generating facilities in
the system of the other party. The party desiring a
supply of maintenance energy shall initiate the
delivery and receipt thereof by informing the other
party of such desire. A schedule setting forth the
intervals and extent of the use to be made of
maintenance energy shall be agreed upon by both
parties. For the purposes of this Service Schedule
the full twelve months period commencing with the
January 1st after the effective date of this Service
Schedule shall be the first Maintenance Period and
each succeeding full twelve months period that this
Service Schedule is in effect shall be a Maintenance
Period. Maintenance energy shall be settled for by
the return of maintenance energy equivalent to that
supplied, except that if, at the end of a
Maintenance Period there is a balance of maintenance
energy owed by one party to the other, the party to
whom such balance is owed may, at its option,
require that the owing party pay 110% of the
out-of-pocket cost to the supplying party of
supplying such balance. Such out-of-pocket cost
computations shall be based on the assumption the
kilowatt-hour balance being settled for consists of
the kilowatt-hours most recently delivered to the
owing party under this schedule. Equivalent energy
shall be energy returned at times when the load
conditions of the party receiving it are
substantially equivalent to the load conditions of
such party at the time the electric energy for which
it is returned was delivered or, if such party
elects to have energy returned under different
conditions, it shall be returned in such amounts to
be agreed upon by the parties hereto, as will
compensate for the difference in conditions.
2.12 The Operating Committee shall determine and
agree upon the dates of the intervals referred to
under subsection 2.11 above during which
Indianapolis Company shall deliver any such energy
desired by or returnable to Southern Indiana Company
and, conversely, the dates of such intervals during
which Southern Indiana Company shall deliver any
such energy desired by or returnable to Indianapolis
Company. Subject to the understanding hereinbelow
cited, such intervals shall each consist of single
periods of not less than seven consecutive calendar
days, and the receiving party's right to call for
and take not more than the aforesaid quantities
agreed upon during any Maintenance Period shall be
restricted to not more than eight such intervals so
agreed upon by the Operating Committee during such
Maintenance Period. It is understood that during
any Maintenance Period each party shall have a total
of sixty days during which it shall have the right
to call for and take not more than said quantities
agreed upon from the other under this Service
Schedule.
2.13 On the day next preceding the first day of
an interval as described in 2.12 above and on each
day of such interval excepting the last day, at a
time determined to be practicable by the Operating
Committee, the receiving party shall furnish the
other a load schedule for the next calendar day, or
for such other twenty-four hour period or periods as
may be agreed upon by the Operating Committee. Such
load schedules shall show for each clock hour the
quantity of energy that the receiving party expects
to take from the other at the delivery point or
points, as provided for in Section 4.01 of the
Agreement.
SECTION 3 - MODIFICATION
3.1 Either party, by written notice given to the
other party not less than ninety days prior to the end of
the first or any subsequent Maintenance Period, may call
for a reconsideration of the terms and conditions of this
Service Schedule, provided that no subsequent
reconsideration shall be made earlier than one year
following any previous reconsideration. If such
reconsideration is called for, there shall be taken into
account any changed conditions, any results from the
application of said terms and conditions not foreseen or
reasonably foreseeable as of the date of this Service
Schedule or as of the day of conclusion of the next
previous reconsideration, if any, and any other factors
which might cause said terms and conditions to result in
any inequitable division of the benefits of
interconnected operation or in an inadequate realization
of such benefits. Any modification in terms and
conditions agreed to between the parties following such
reconsideration shall become effective at the beginning
of the Maintenance Period next following the aforesaid
ninety-day notice period.
Modification No. 1
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of February 1, 1971
THIS AGREEMENT, made and entered into as of the
first day of February, 1971, between INDIANAPOLIS POWER &
LIGHT COMPANY (Indianapolis Company), an Indiana
Corporation, and SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY (Southern Indiana Company), also an Indiana
corporation;
WITNESSETH,
WHEREAS, Indianapolis Company and Southern Indiana
Company entered into an Interconnection Agreement, dated
December 2, 1968, (said Interconnection Agreement being
herein called the 1968 Agreement); and
WHEREAS, the parties desire to modify the 1968
Agreement, as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
of the mutual covenants herein set forth, the parties
agree as follows:
SECTION 1. Subsection 3.11 of Service Schedule D of
the 1968 Agreement is hereby modified to read:
"3.11Demand Charge
For the billing demand for each week, at
the rate of $0.40 per kilowatt for such week, or
if the period is less than a week at the rate of
1/6 of the aforesaid weekly demand charge per
day. In the event the amount of Short Term
Energy taken is reduced upon request of the
supplying party, the demand charge for the period
during which such reduction is made shall be
reduced by one-sixth (1/6) of the aforesaid
weekly demand charge per kilowatt of reduction
for each day (other than any Sunday) during which
any reduction is in effect."
SECTION 2. This Modification No. 1 shall be
effective from the date hereinabove first written to the
expiration of Service Schedule D of the 1968 Agreement.
SECTION 3. Except as hereinabove modified and
amended, all the terms and conditions of the 1968
Agreement shall remain in full force and effect.
SECTION 4. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 5. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ O.T. Fitzwater
O.T. Fitzwater, Chairman of the Board
ATTEST:
/s/ Ralph W. Husted
Ralph W. Husted, Secretary
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
D.W. Vaugh, President
ATTEST:
/s/ Leonard H. Meyer
Leonard H. Meyer, Secretary
Modification No. 2
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
As Modified February 1, 1971
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of October 1, 1975
THIS MODIFICATION NO. 2, made and entered into as of
the first day of October, 1975, between Indianapolis
Power & Light Company (Indianapolis Company), an Indiana
Corporation, and Southern Indiana Gas & Electric Company
(Southern Indiana Company), also an Indiana Corporation;
WITNESSETH:
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an interconnection
agreement dated as of December 2, 1968 and a Modification
No. 1 thereto dated as of February 1, 1971 (said
interconnection agreement as so modified being herein
called the 1968 Agreement); and,
WHEREAS, the parties desire to further modify the
1968 Agreement, as hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein set forth, the parties agree
as follows:
SECTION 1. On the earliest date this Modification
can become effective under the applicable rules,
regulations or orders of the Federal Power Commission,
Subsection 3.11 of Service Schedule D - Short Term Power
of the 1968 Agreement is hereby modified to read:
"3.11Demand Charge
For the billing demand for each week, at
the rate of $0.45 per kilowatt for such week, or
if the period is less than a week, at the rate of
$0.075 per day. In the event the amount of Short
Term Energy taken is reduced upon request of the
supplying party, the demand charge for the period
during which such reduction is made shall be
reduced by $0.075 for each day (other than any
Sunday) during which any such reduction is in
effect."
SECTION 2. Nothing in the 1968 Agreement or in this
Modification No. 2 shall require a party hereto to
purchase power or energy from a third party and resell it
to another party hereto at a price less than the total
cost of supplying such purchased power or energy.
SECTION 3. Except as hereinabove modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 4. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 5. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Zane T. Todd
Zane G. Todd, President
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Secretary
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
, President
ATTEST:
/s/ Leonard H. Meyer
, Secretary
Modification No. 3
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
As Modified February 1, 1971 and
As Modified October 1, 1975
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of March 1, 1977
THIS MODIFICATION NO. 3, made and entered into as of
the first day of March, 1977, between Indianapolis Power
& Light Company (Indianapolis Company), an Indiana
Corporation, and Southern Indiana Gas & Electric Company
(Southern Indiana Company), also an Indiana Corporation;
WITNESSETH,
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an interconnection
agreement dated as of December 2, 1968 and a Modification
No. 1 thereto dated as of February 1, 1971 and a
Modification No. 2 thereto dated as of October 1, 1975
(said interconnection agreement as so modified being
herein called the 1968 Agreement); and
WHEREAS, the parties desire to further modify the
1968 Agreement as hereinafter set forth, the parties
hereto agree as follows:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein set forth, the parties agree
as follows:
SECTION 1. Service Schedule D - Short Term Power as
set forth in the 1968 Agreement is hereby cancelled and
Service Schedule D - Short Term Power attached to this
Modification No. 3, made a part hereof and marked
"Appendix I" is substituted in its entirety therefor. A
new Service Schedule F - Limited Term Power (Firm) is
hereby agreed upon and is attached hereto, made a part
hereof and marked "Appendix II".
SECTION 2. Section 2.03 of Article 2 of the 1968
Agreement is hereby modified to read:
"2.03The respective service schedules designated
1. Service Schedule A - Emergency Service
2. Service Schedule B - Energy Transfer
3. Service Schedule C - Interchange Power
4. Service Schedule D - Short Term Power
5. Service Schedule E - Coordination of Scheduled
Maintenance of Generation
Facilities
6. Service Schedule F - Limited Term Power (Firm)
which have been agreed upon between the parties
hereto, are identified as Exhibits I, II, III,
IV, V and VI, respectively, to this agreement,
are attached hereto and are made a part hereof
the same as if incorporated herein."
SECTION 3. Nothing in the 1968 Agreement or in this
Modification No. 3 shall require a party hereto to
purchase power or energy from a third party and resell it
to another party hereto at a price less than the total
cost of supplying such purchased power or energy.
SECTION 4. Except as hereinbefore modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 5. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 6. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Zane T. Todd
Zane G. Todd, Chairman of the Board
and President
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Secretary and
General Counsel
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
, Chairman
ATTEST:
/s/ Leonard H. Meyer
, Secretary
Appendix I to Modification No. 3
Exhibit IV
SERVICE SCHEDULE D
SHORT TERM POWER
Under Agreement, dated as of
December 2, 1968, as modified, between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective March 1, 1977 or
at such later date as is practicable under applicable
regulations or orders of the Federal Power Commission,
and shall continue in effect until termination of the
Agreement of which it is a part.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of one or more calendar weeks or
for periods of less than one week, such electric power
(herein called Short Term Power) as the other party may
at such time have and is willing to make available as
Short Term Power. The party asked to supply Short Term
Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be
reserved by the other party as Short Term Power:
2.11 To reserve Short Term Power, the party
desiring such power shall specify in its notice to
the other party the number of kilowatts and the
period for which it desires to so reserve such power
and the desired schedule of delivery of the power so
reserved. The party receiving such notice, in a
prompt acknowledgement, shall signify the extent of
its ability and willingness to comply with the
provisions of such notice. Any notice or any
acknowledgement of such notice that may be given
orally initially, if requested by either party,
shall be confirmed in writing and such confirmation
shall be forwarded not later than the third day,
excluding a Saturday, Sunday and holidays, following
the day such oral notice is given.
2.12 During the period that Short Term Power has
been reserved as above provided, the party having
agreed to supply such power shall deliver electric
energy (herein called Short Term Energy) to the
other party at the delivery point or points set
forth in Section 4.01 of Article 4 of the Agreement,
upon call and in amounts up to the number of
kilowatts reserved. However, in the event
conditions arise during such period which could not
have been reasonably foreseen at the time said power
was reserved and such conditions would cause the
delivery of Short Term Energy to be burdensome to
the supplying party, said party shall have the right
to request the other party to reduce its take of
such energy to any amount specified and for any
portion of such period. The party so requested
shall promptly comply with the request of the other
party.
2.13 The Short Term Power billing demand for any
period shall be taken as equal to the number of
kilowatts reserved for such period as Short Term
Power.
SECTION 3 - COMPENSATION
3.1 Payments for the supply of Short Term Power and
Short Term Energy shall be predicated upon the following
rates:
3.11 Demand Charge
For the billing demand for each week at the
rate of $0.55 per kilowatt for such week or if the
period is less than a calendar week, at the rate of
$0.095 per kilowatt per day. In the event the
amount of Short Term Energy taken is reduced upon
the request of the supplying party, the demand
charge for the period during which such reduction is
made shall be reduced $0.095 per kilowatt of
reduction for each day during which any reduction is
in effect. However, such reduction shall not exceed
$0.55 per kilowatt for a calendar week.
3.12 Energy Charge
For the kilowatt-hours of Short Term Energy taken,
at a rate per kilowatt-hour equal to the out-of-
pocket cost (such cost being as of the delivery
point or points set forth in Section 4.01 of Article
4 of the Agreement, taking into account electrical
losses incurred from the source or sources of such
energy to said delivery point or points) to the
supplying party of generating or supplying such
energy plus ten per cent of such cost.
Appendix II to Modification No. 3
Exhibit VI
SERVICE SCHEDULE F
LIMITED TERM POWER (FIRM)
Under Agreement, dated as of
December 2, 1968, as modified, between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective March 1, 1977 or
at such later date as is practicable under applicable
regulations or orders of the Federal Power Commission,
and shall continue in effect until termination of the
Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either Party by giving the other party notice
may reserve for periods of not less than one month or
more than twelve months, such electric power (herein
called Limited Term Power (Firm)) as the other party may
be willing to make available as Limited Term Power
(Firm). The party asked to supply Limited Term Power
(Firm) shall be the sole judge as to the amounts and
periods that it has electric power available that may be
reserved by the other party as Limited Term Power (Firm).
2.11 To reserve Limited Term Power (Firm), the
party desiring such power shall specify in its
notice to the other party the number of kilowatts
and the period for which it desires to so reserve
such power. The party receiving such notice shall
signify the extent of its ability and willingness to
comply with the provisions of such notice. Any
notice or any acknowledgement of such notice that
initially may be given orally shall be confirmed
thereafter in writing.
2.12 During each period that Limited Term Power
(Firm) has been reserved as above provided, the
party having agreed to supply such power shall
deliver upon call electric energy (herein called
Limited Term Energy (Firm)) to the other party at
the delivery point or points set forth in Section
4.01 of Article 4 of the Agreement in any amount up
to and including the number of kilowatts reserved.
However, in the event conditions arise during such
period which could not have been reasonably foreseen
at the time said power was reserved and such
conditions would cause the delivery of Limited Term
Energy (Firm) to be burdensome to the supplying
party, the supplying party may reduce or interrupt
the delivery of such energy to preserve the
integrity of, or to prevent or limit any instability
on, its system.
2.13 The Limited Term Power (Firm) billing demand
for any period shall be taken as equal to the number
of kilowatts reserved as Limited Term Power (Firm)
for such period.
SECTION 3 - COMPENSATION
3.1 Payments for the supply of Limited Term Power
(Firm) and Limited Term Energy (Firm) shall be predicated
on the following rates:
3.11 Demand Charge
For any month that Limited Term Power (Firm) is
reserved, $3.00 per kilowatt reserved. However, in
the event the Limited Term Power (Firm) reserved is
reduced upon the request of the supplying party, the
demand charge for the period during which such
reduction is made shall be reduced $0.10 per
kilowatt of reduction for each day during which any
reduction is in effect. However, such reduction
shall not exceed $3.00 per kilowatt month.
3.12 Energy Charge
For the kilowatt-hours of Limited Term Power
(Firm) taken, at a rate per kilowatt-hour equal to
the out-of-pocket cost (such cost being as of the
delivery point or points set forth in Section 4.01
of Article 4 of the Agreement, taking into account
electrical losses incurred from the source or
sources of such energy to said delivery point or
points) of the supplying party in generating or
supplying such energy, plus ten percent of such
cost.
Modification No. 4
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
As Modified February 1, 1971
As Modified October 1, 1975 and
As Modified March 1, 1977
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of November 1, 1977
THIS MODIFICATION NO. 4, made and entered into as of
the first day of November, 1977, between Indianapolis
Power & Light Company (Indianapolis Company), an Indiana
Corporation, and Southern Indiana Gas & Electric Company
(Southern Indiana Company), also an Indiana Corporation;
WITNESSETH:
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an interconnection
agreement dated as of December 2, 1968 and a Modification
No. 1 thereto dated as of February 1, 1971 and a
Modification No. 2 thereto dated as of October 1, 1975
and a Modification No. 3 thereto dated as of March 1,
1977 (said interconnection agreement as so modified being
herein called the 1968 Agreement); and
WHEREAS, the parties desire to further modify the
1968 Agreement as hereinafter set forth, the parties
hereto agree as follows:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein set forth, the parties agree
as follows:
SECTION 1. Subsection 3.11 of Section 3 of Service
Schedule D - Short Term Power of the 1968 Agreement is
hereby modified by the deletion therefrom of the dollar
quantity $0.55 wherever it appears therein and by the
substitution therefor of the dollar quantity $0.60 and is
also hereby modified by the deletion therefrom of the
dollar quantity $0.095 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.10.
SECTION 2. Subsection 3.11 of Section 3 of Service
Schedule F - Limited Term Power (Firm) of the 1968
Agreement is hereby modified by the deletion therefrom of
the dollar quantity $3.00 wherever it appears therein and
by the substitution therefor of the dollar quantity
$3.25.
SECTION 3. Nothing in the 1968 Agreement or in this
Modification No. 4 shall require a party hereto to
purchase power or energy from a third party and resell it
to another party hereto at a price less than total cost
of supplying
such purchased power or energy.
SECTION 4. Except as hereinbefore modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 5. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 6. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Zane T. Todd
Zane G. Todd, Chairman of the Board
and President
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Secretary and
General Counsel
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
, Chairman
ATTEST:
/s/ Leonard H. Meyer
, Secretary
Modification No. 5
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968 and
Modified as of February 1, 1971,
October 1, 1975,
March 1, 1977 and
November 1, 1977
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of May 1, 1979
THIS MODIFICATION NO. 5, made and entered into as of
the first day of May, 1979, between Indianapolis Power &
Light Company (Indianapolis Company), an Indiana
Corporation, and Southern Indiana Gas & Electric Company
(Southern Indiana Company), also an Indiana Corporation;
WITNESSETH:
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an interconnection
agreement dated as of December 2, 1968 and Modification
No. 1 thereto dated as of February 1, 1971, Modification
No. 2 thereto dated as of October 1, 1975, Modification
No. 3 thereto dated as of March 1, 1977 and Modification
No. 4 thereto dated as of November 1, 1977 (said
interconnection agreement as so modified being herein
called the 1968 Agreement); and,
WHEREAS, the parties desire to further modify the
1968 Agreement as hereinafter set forth, the parties
hereto agree as follows:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, the parties
hereto agree as follows:
SECTION 1. Subsection 3.11 of Section 3 of Service
Schedule D - Short Term Power of the 1968 Agreement is
hereby modified by the deletion therefrom of the dollar
quantity $0.60 wherever it appears therein and by the
substitution therefor of the dollar quantity $0.70 and is
also hereby modified by the deletion therefrom of the
dollar quantity $0.10 wherever it appears therein and by
the substitution therefor of the dollar quantity $0.12.
Section 2. Subsection 3.11 of Section 3 of Service
Schedule F - Limited Term Power (Firm) of the 1968
Agreement is hereby modified by the deletion therefrom of
the dollar quantity $3.25 wherever it appears therein and
by the substitution therefor of the dollar quantity $3.75
and is also hereby modified by the deletion therefrom of
the dollar quantity $0.10 wherever it appears therein and
by the substitution therefor of the dollar quantity
$0.125.
SECTION 3. Nothing in the 1968 Agreement or in this
Modification No. 5 shall require either party hereto to
purchase power or energy from a third party and resell it
to the other party hereto at a price less than the total
cost of supplying such purchased power or energy.
SECTION 4. Except as hereinbefore modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 5. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 6. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Zane T. Todd
Zane G. Todd, Chairman of the Board
and President
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Secretary
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
, Chairman
ATTEST:
/s/ Leonard H. Meyer
, Secretary
Modification No. 6
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968 and
Modified as of February 1, 1971,
October 1, 1975,
March 1, 1977,
November 1, 1977 and
May 1, 1979
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of June 1, 1980
THIS MODIFICATION NO. 6, made and entered into as of
the first day of June, 1980, between Indianapolis Power &
Light Company (Indianapolis Company), an Indiana
Corporation, and Southern Indiana Gas & Electric Company
(Southern Indiana Company), also an Indiana Corporation;
WITNESSETH:
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an interconnection
agreement dated as of December 2, 1968 and Modification
No. 1 thereto dated as of February 1, 1971, Modification
No. 2 thereto dated as of October 1, 1975, Modification
No. 3 thereto dated as of March 1, 1977 and Modification
No. 4 thereto dated as of November 1, 1977 and
Modification No. 5 thereto dated as of May 1, 1979 (said
interconnection agreement as so modified being herein
called the 1968 Agreement); and,
WHEREAS, the parties desire to further modify the
1968 Agreement as hereinafter set forth, the parties
hereto agree as follows:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, the parties
hereto agree as follows:
SECTION 1. Service Schedule D - Short Term Power as
set forth in the 1968 Agreement and as modified is hereby
cancelled and Service Schedule D - Short Term Power
attached to this Modification No. 6, made a part hereof
and marked "Appendix I" is substituted in its entirety
therefor.
SECTION 2. Service Schedule F - Limited Term Power
(Firm) as set forth in the 1968 Agreement and as modified
is hereby cancelled and Service Schedule F - Limited Term
(Firm) attached to this Modification No. 6, made a part
hereof and marked "Appendix II" is substituted in its
entirety therefor.
SECTION 3. Nothing in the 1968 Agreement or in this
Modification No. 6 shall require either party hereto to
purchase power or energy from a third party and resell it
to the other party hereto at a price less than the total
cost of supplying such purchased power or energy.
SECTION 4. Except as hereinbefore modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 5. This agreement is made subject to the
jurisdiction of any governmental authority or authorities
having jurisdiction in the premises.
SECTION 6. This agreement shall inure to the
benefit of and be binding upon the successors and assigns
of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized
officers.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Zane T. Todd
Zane G. Todd, Chairman of the Board
and President
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Secretary
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ D.W. Vaughn
,
President
ATTEST:
/s/ Leonard H. Meyer
, Secretary
Appendix I to Modification No. 6
Exhibit IV
SERVICE SCHEDULE D
SHORT TERM POWER
Under Agreement, dated as of
December 2, 1968, as modified, between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective June 1, 1980 or
at such later date as is practicable under applicable
regulations or orders of the Federal Power Commission,
and shall continue in effect until termination of the
Agreement of which it is a part.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of one or more calendar weeks or
for periods of less than one week, such electric power
(herein called Short Term Power) as the other party may
at such time have and is willing to make available as
Short Term Power. The party asked to supply Short Term
Power shall be the sole judge as to the amounts and
periods that it has electric power available that may be
reserved by the other party as Short Term Power:
2.11 To reserve Short Term Power, the party
desiring such power shall specify in its notice to
the other party the number of kilowatts and the
period for which it desires to so reserve such power
and the desired schedule of delivery of the power so
reserved. The party receiving such notice, in a
prompt acknowledgement, shall signify the extent of
its ability and willingness to comply with the
provisions of such notice. Any notice or any
acknowledgement of such notice that may be given
orally initially, if requested by either party,
shall be confirmed in writing and such confirmation
shall be forwarded not later than the third day,
excluding a Saturday, Sunday, and holidays,
following the day such oral notice is given.
2.12 During the period that Short Term Power has
been reserved as above provided, the party having
agreed to supply such power shall deliver electric
energy (herein called Short Term Energy) to the
other party at the delivery point or points set
forth in Section 4.01 of Article 4 of the Agreement,
upon call and in amounts up to the number of
kilowatts reserved. However, in the event
conditions arise during such period which could not
have been reasonably foreseen at the time said power
was reserved and such conditions would cause the
delivery of Short Term Energy to be burdensome to
the supplying party, said party shall have the right
to request the other party to reduce its take of
such energy to any amount specified and for any
portion of such period. The party so requested
shall promptly comply with the request of the other
party.
2.13 The Short Term Power billing demand for any
period shall be taken as equal to the number of
kilowatts reserved for such period as Short Term
Power.
SECTION 3 - COMPENSATION
3.1 Payments for the supply of Short Term Power and
Short Term Energy shall be predicated upon the following
rates:
3.11 Demand Charge
For the billing demand for each calendar week
at the rate of $0.85 per kilowatt for such week or
if the period is less than a calendar week, at the
rate of $0.14 per kilowatt per day. In the event
the amount of Short Term Energy taken is reduced
upon the request of the supplying party, the demand
charge for the period during which such reduction is
made shall be reduced $0.14 per kilowatt of
reduction for each day during which any reduction is
in effect. However, such reduction shall not exceed
$0.85 per kilowatt for a calendar week.
3.12 Energy Charge
For the kilowatt-hours of Short Term Energy taken,
at a rate per kilowatt-hour equal to the out-of-
pocket cost (such cost being as of the delivery
point or points set forth in Section 4.01 of Article
4 of the Agreement, taking into account electrical
losses incurred from the source or sources of such
energy to said delivery point or points) to the
supplying party of generating or supplying such
energy plus ten per cent of such cost.
Appendix II to Modification No. 6
Exhibit VI
SERVICE SCHEDULE F
LIMITED TERM POWER (FIRM)
Under Agreement, dated as of
December 2, 1968, as modified, between
Indianapolis Power & Light Company and
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
agreement (referred to in this Schedule as the
Agreement), dated as of December 2, 1968, between
Indianapolis Power & Light Company (Indianapolis Company)
and Southern Indiana Gas and Electric Company (Southern
Indiana Company) shall become effective June 1, 1980 or
at such later date as is practicable under applicable
regulations or orders of the Federal Energy Regulatory
Commission, and shall continue in effect until
termination of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of not less than one month or
more than twelve months, such electric power (herein
called Limited Term Power (Firm)) as the other party may
be willing to make available as Limited Term Power
(Firm). The party asked to supply Limited Term Power
(Firm) shall be the sole judge as to the amounts and
periods that it has electric power available that may be
reserved by the other party as Limited Term Power (Firm).
2.11 To reserve Limited Term Power (Firm), the
party desiring such power shall specify in its
notice to the other party the number of kilowatts
and the period for which it desires to so reserve
such power. The party receiving such notice shall
signify the extent of its ability and willingness to
comply with the provisions of such notice. Any
notice or any acknowledgement of such notice that
initially may be given orally shall be confirmed
thereafter in writing.
2.12 During each period that Limited Term Power
(Firm) has been reserved as above provided, the
party having agreed to supply such power shall
deliver upon call electric energy (herein called
Limited Term Energy (Firm)) to the other party at
the delivery point or points set forth in Section
4.01 of Article 4 of the Agreement in any amount up
to and including the number of kilowatts reserved.
However, in the event conditions arise during such
period which could not have been reasonably foreseen
at the time said power was reserved and such
conditions would cause the delivery of Limited Term
Energy (Firm) to be burdensome to the supplying
party, the supplying party may reduce or interrupt
the delivery of such energy to preserve the
integrity of, or to prevent or limit any instability
on, its system.
2.13 The Limited Term Power (Firm) billing demand
for any period shall be taken as equal to the number
of kilowatts reserved as Limited Term Power (Firm)
for such period.
SECTION 3 - COMPENSATION
3.1 Payments for the supply of Limited Term Power
(Firm) and Limited Term Energy (Firm) shall be predicated
on the following rates:
3.11 Demand Charge
For any month that Limited Term Power (Firm) is
reserved, $4.50 per kilowatt reserved. However, in
the event the Limited Term Power (Firm) reserved is
reduced upon the request of the supplying party, the
demand charge for the period during which such
reduction is made shall be reduced $0.15 per
kilowatt of reduction for each day during which any
reduction is in effect. However, such reduction
shall not exceed $4.50 per kilowatt month.
3.12 Energy Charge
For the kilowatt-hours of Limited Term Power
(Firm) taken, at a rate per kilowatt-hour equal to
the out-of-pocket cost (such cost being as of the
delivery point or points set forth in Section 4.01
of Article 4 of the Agreement, taking into account
electrical losses incurred from the source or
sources of such energy to said delivery point or
points) of the supplying party in generating or
supplying such energy, plus ten percent of such
cost.
Modification No. 7
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
As Amended
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of June 1, 1982
THIS MODIFICATION NO. 7, made and entered into as of
the first day of June, 1982, between Indianapolis Power &
Light Company ("Indianapolis Company"), an Indiana
corporation, and Southern Indiana Gas & Electric Company
("Southern Indiana Company"), also an Indiana
corporation;
WITNESSETH:
WHEREAS, Indianapolis Company and Southern Indiana
Company have heretofore entered into an Interconnection
Agreement dated as of December 2, 1968, which Agreement
contains six previous modifications (said Interconnection
Agreement as so modified being herein called the "1968
Agreement"); and
WHEREAS, the parties desire to further modify the
1968 Agreement as hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, the parties
hereto agree as follows:
SECTION 1. Service Schedule D - Short Term Power of
the 1968 Agreement is hereby cancelled and the Service
Schedule D - Short Term Power attached to this
Modification No. 7, which is made a part hereof and
marked "Appendix I", is substituted in its entirety
therefor.
SECTION 2. Service Schedule F - Limited Term Power
(Firm) of the 1968 Agreement is hereby cancelled and the
Service Schedule F - Limited Term Power (Firm) attached
to this Modification No. 7, which is made a part hereof
and marked "Appendix II", is substituted in its entirety
therefor.
SECTION 3. Nothing in the 1968 Agreement or in this
Modification No. 7 shall require either party hereto to
purchase power or energy from a third party and resell it
to the other party hereto at a price less than the total
cost of supplying such purchased power or energy.
SECTION 4. Except as hereinbefore modified, all the
terms and conditions of the 1968 Agreement shall remain
in full force and effect.
SECTION 5. This Modification No. 7 is made subject
to the jurisdiction of any governmental authority or
authorities having jurisdiction in the premises.
SECTION 6. This Modification No. 7 shall inure to
the benefit of and be binding upon the successors and
assigns of the respective parties.
IN WITNESS WHEREOF, the parties hereto have caused
this Modification No. 7 to be executed by their duly
authorized officers as of the date first above written.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Robert W. Hill
Robert W. Hill, President and
Chief Operating
Officer
ATTEST:
/s/ Marcus E. Woods
Marcus E. Woods, Vice President,
Secretary and General Counsel
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ N.P. Wagner
N.P. Wagner,
President and Chief
Executive Officer
ATTEST:
/s/ Leonard H. Meyer
, Secretary
APPENDIX I
Exhibit IV
SERVICE SCHEDULE D
SHORT TERM POWER
Under Agreement Between
Indianapolis Power & Light Company
And
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
Agreement (herein called the "Agreement"), dated as of
December 2, 1968, between Indianapolis Power & Light
Company ("Indianapolis Company") and Southern Indiana Gas
and Electric Company ("Southern Indiana Company"), shall
become effective June 1, 1982 or at such later date as is
practicable under applicable regulations or orders of the
Federal Energy Regulatory Commission, and shall continue
in effect until termination of the Agreement of which it
is a part.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of one or more days or weeks,
such electric power (herein called "Short Term Power") as
the other party may at such time have and is willing to
make available as Short Term Power. The party asked to
supply Short Term Power shall be the sole judge as to the
amounts and periods that it has electric power available
that may be reserved by the other party as Short Term
Power. As used herein, the term "week" shall mean any
seven consecutive days.
2.11 To reserve Short Term Power, the party
desiring such power shall specify in its notice to
the other party the number of kilowatts and the
period for which it desires to so reserve such power
and the desired schedule of delivery of the power so
reserved. The party receiving such notice, in a
prompt acknowledgement, shall signify the extent of
its ability and willingness to comply with the
provisions of such notice. Any notice or any
acknowledgement of such notice that initially may be
given orally shall be confirmed in writing, if
requested by either party, and such confirmation
shall be forwarded not later than the third day,
excluding Saturdays, Sundays, and holidays,
following the day such oral notice is given.
2.12 During the period that Short Term Power has
been reserved as above provided, the party having
agreed to supply such power shall deliver, upon
call, electric energy (herein called "Short Term
Energy") to the other party at the delivery point or
points set forth in Section 4.01 of Article 4 of the
Agreement in amounts up to the number of kilowatts
reserved. However, in the event conditions arise
during such period which could not have been
reasonably foreseen at the time said power was
reserved and such conditions would cause the
delivery of Short Term Energy to be burdensome to
the supplying party, said party shall have the right
to request that the other party reduce its take of
such energy to the lesser amount specified for any
portion of such period. The party so requested
shall promptly comply with the request of the other
party.
2.13 The Short Term Power billing demand for any
period shall be taken as equal to the number of
kilowatts reserved for such period as Short Term
Power.
SECTION 3 - COMPENSATION
3.1 The reserving party shall pay the supplying
party:
3.11 For any week that Short Term Power is
reserved, $1.05 per kilowatt reserved; less, for
each day during any part of which the amount of
such Short Term Power is reduced by the supplying
party, $0.18 per kilowatt of the reduction
(except that in no event shall the total of such
reductions in any week exceed $1.05 per
kilowatt). For each period less than one week
that Short Term Power is reserved, $0.18 per
kilowatt reserved per day; less, for any day
during any party of which the amount of Short
Term Power is reduced by the supplying party,
$0.18 per kilowatt of the reduction; plus
3.12 110% of the out-of-pocket costs of
supplying the Short Term Energy taken during such
reservation periods that comes from the supplying
party's own system; plus, for energy purchased by
the supplying party from another system to supply
any part of the Short Term Energy taken during such
reservation periods, 100% of the amount paid
therefor by the supplying party plus 10% thereof,
but not to exceed (a) 1.6 mills per kilowatt-hour if
Indianapolis Company is the supplying party, or (b)
2.1 mills per kilowatt-hour if Southern Indiana
Company is the supplying party.
Appendix II
Exhibit VI
SERVICE SCHEDULE F
LIMITED TERM POWER (FIRM)
Under Agreement Between
Indianapolis Power & Light Company
And
Southern Indiana Gas and Electric Company
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
Agreement (herein called the "Agreement"), dated as of
December 2, 1968, between Indianapolis Power & Light
Company ("Indianapolis Company') and Southern Indiana Gas
and Electric Company ("Southern Indiana Company"), shall
become effective June 1, 1982 or at such later date as is
practicable under applicable regulations or orders of the
Federal Energy Regulatory Commission, and shall continue
in effect until termination of the Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either party by giving the other party notice
may reserve for periods of not less than one month or
more than twelve months, such electric powers herein
called "Limited Term Power (Firm)", as the other party
may be willing to make available as Limited Term Power
(Firm). The party asked to supply Limited Term Power
(Firm) shall be the sole judge as to the amounts and
periods that it will make electric power available for
reservation by the other party as Limited Term Power
(Firm).
2.11 To reserve Limited Term Power (Firm), the
party desiring such power shall specify in its
notice to the other party the number of kilowatts
and the period for which it desires to so reserve
such power. The party receiving such notice shall
signify the extent of its ability and willingness to
comply with the provisions of such notice. Any
notice or any acknowledgement of such notice that
initially may be given orally shall be confirmed
thereafter in writing.
2.12 During each period that Limited Term Power
(Firm) has been reserved as above provided, the
party having agreed to supply such power shall
deliver, upon call, electric energy, herein called
"Limited Term Energy (Firm)", to the other party at
the delivery point or points set forth in Section
4.01 of Article 4 of the Agreement in any amount up
to and including the number of kilowatts reserved.
However, in the event conditions arise during such
period which could not have been reasonably foreseen
at the time said power was reserved and such
conditions would cause the delivery of Limited Term
Energy (Firm) to be burdensome to the supplying
party, the supplying party may reduce or interrupt
the delivery of such energy to preserve the
integrity of, or to prevent or limit any instability
on, its system.
2.13 The Limited Term Power (Firm) billing demand
for any period shall be taken as equal to the number
of kilowatts reserved as Limited Term Power (Firm)
for such period.
SECTION 3 - COMPENSATION
3.1 The reserving party shall pay the supplying
party:
3.11 For any month that Limited Term Power (Firm)
is reserved, $5.50 per kilowatt reserved. However,
in the event the Limited Term Power (Firm) reserved
is reduced upon the request of the supplying party,
the demand charge for the period during which such
reduction is made shall be reduced $0.185 per
kilowatt of reduction for each day during which any
reduction is in effect. However, such reduction
shall not exceed $5.50 per kilowatt-month; plus
3.12 110% of the out-of-pocket costs of supplying
the Limited Term Energy (Firm) taken during such
reservation periods that comes from the supplying
party's own system; plus, for energy purchased by
the supplying party from another system to supply
any part of the Limited Term Energy (Firm) taken
during such reservation periods, 100% of the amount
paid therefor by the supplying party plus 10%
thereof, but not to exceed (a) 1.6 mills per
kilowatt-hour if Indianapolis Company is the
supplying party, or (b) 2.1 mills per kilowatt-hour
if Southern Indiana Company is the supplying party.
Modification No. 8
to
INTERCONNECTION AGREEMENT
Dated December 2, 1968
between
INDIANAPOLIS POWER & LIGHT COMPANY
and
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
___________
Dated as of September 1, 1989
MODIFICATION NO. 8
To
INTERCONNECTION AGREEMENT
Between
INDIANAPOLIS POWER & LIGHT COMPANY
And
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
THIS MODIFICATION NO. 8, dated as of this 1st day of
September, 1989, between INDIANAPOLIS POWER & LIGHT
COMPANY (hereinafter called "IPL") an Indiana
corporation, and SOUTHERN INDIANA GAS & ELECTRIC COMPANY,
INC. (hereinafter called "SIGECO"), an Indiana
corporation,
WITNESSETH:
0.01 WHEREAS, there is now in force and effect
between IPL and SIGECO an interconnection agreement dated
as of December 2, 1968, as amended since by seven
modifications (such agreement as so amended being
hereinafter referred to as the "1968 Agreement"); and
0.02 WHEREAS, IPL desires to utilize, when and as
requested, certain electric transmission facilities of
SIGECO to transmit up to 100 MW of power and associated
energy from Big Rivers Electric Corporation (hereinafter
called "Big Rivers" located in Kentucky to IPL over a 20-
year period beginning January 1, 1991; and
0.03 WHEREAS, SIGECO is willing to transmit such
power and associated energy from Big Rivers to IPL when
and as requested over such 20-year period in accordance
with the terms and conditions of this Modification No. 8
and Service Schedule G annexed thereto; and
0.04 WHEREAS, both parties also desire to revise
Service Schedule A, C, D and F and file new Service
Schedules A, C, D and F as part of this Modification No.
8.
ARTICLE 1
1.01 Article 2 of the 1968 Agreement is hereby
amended by revising Section 2.01 to read as follows:
"2.01 It is the purpose of the parties hereto to
realize on an equitable basis, all reciprocal
benefits practicable to be effected through
coordination in the operation and development of
their respective systems. It is understood by the
parties that such benefits may be realized under the
stated terms and conditions of the following
interconnection services:
1. the furnishing of mutual emergency and
standby assistance, in accordance with
Service Schedule A annexed hereto;
2. the transfer of electric energy through the
transmission system of one party for the
benefit of the other, in accordance with
Service Schedule B annexed hereto;
3. the interchange, sale and purchase of
energy to effect operating economies, in
accordance with Service Schedule C annexed
hereto;
4. the sale and purchase of short-term
electric power and energy available on the
system of one party and needed on the
system of the other, in accordance with
Service Schedule D annexed hereto;
5. the coordination of maintenance schedules
of generating and transmission facilities,
in accordance with Service Schedule E
annexed hereto;
6. the sale and purchase of limited term power
and energy available on the system of one
party and needed on the system of the
other, in accordance with Service Schedule
F annexed hereto;
7. the transfer of up to 100 MW of electric
power and associated energy from Big Rivers
to IPL when and as requested in accordance
with Service Schedule G annexed hereto.
In furtherance of such purpose the parties hereto
shall create an Operating Committee as provided in
Article 7 hereof."
and by revising Section 2.03 to read as follows:
"2.03 The respective service schedules shall be
designated:
1. Service Schedule A - Emergency Service
2. Service Schedule B - Energy Transfer
3. Service Schedule C - Interchange Power
4. Service Schedule D - Short Term Power
5. Service Schedule E - Coordination of Scheduled Maintenance of
Generating Facilities
6. Service Schedule F - Limited Term Power (Firm)
7. Service Schedule G - Specific Transmission Service
such service schedules having been agreed upon
between the Parties hereto, are attached hereto,
made a part hereof, and marked Exhibits I, II, III,
IV, V, VI and VII respectively."
1.02 Article 9 of the 1968 Agreement is hereby
amended by revising Section 9.01 to read as follows:
"9.01 This agreement shall become effective at
the date hereof, subject to the filing
requirements of FERC, or any other regulatory
authority having jurisdiction and to approval of
any such authority, if required, and except as
otherwise provided in Service Schedule G, shall
continue in effect through December 31, 2010,
(the "Initial Term"), and thereafter for
successive terms of three (3) years each unless
and until terminated as provided in Section 9.02
hereof."
by revising Section 9.02 to read as follows:
"9.02 Either party upon at least thirty months'
prior written notice to the other, may terminate
this agreement after the expiration of the
initial term or any successive term hereof;
provided, that this agreement shall not be deemed
to have terminated until all prior commitments
for the sale or purchase of power under this
agreement have been fulfilled.
and by deleting Section 9.03 in its entirety.
1.03 Article 18 is hereby added to the 1968
Agreement to read as follows:
"ARTICLE 18
"DEFAULT
"18.01 Default Defined. As used herein,
"Default" shall mean the failure of a party to
make any payment or perform any obligation at the
time and in the manner required by this
agreement, except where such failure to discharge
obligations (other than the payment of money) is
the result of uncontrollable forces. Failure to
make any payment in the time and manner required
by this agreement shall not be excused as a
Default by payment of late charges in accordance
with the provisions of Section 18.02 below:
"18.02 Remedies For Default. Upon failure
of a party to make a payment or perform an
obligation, required hereunder, the other party
shall give written notice of Default to the
defaulting party. The defaulting party shall
have 30 days within which to cure the Default.
If a Default is not cured within such period, the
party not in Default, at its option, may, in
addition to all other rights and remedies
available at law, in equity or under any other
provision of this agreement suspend this
agreement until the Default is cured. The party
not in Default may also maintain such other
actions for damages as may be provided by law or
in equity."
ARTICLE 2
2.01 Except as hereinabove specifically amended,
all other terms and conditions of the 1968 Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused
this Modification No. 8 to be executed by their
respective duly authorized officers as of the day, month
and year first written above.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ Robert W. Hill
Robert W. Hill, Chairman and
President
SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY
By /s/ N.P. Wagner
N.P. Wagner, Chairman and CEO
Exhibit I
SERVICE SCHEDULE A
EMERGENCY SERVICE
SECTION 1 - DURATION
1.1 This Service Schedule, being a part of and under
Modification No. 8 to the Interconnection Agreement
(referred to herein as the "1968 Agreement") dated as of
December 2, 1968 between Indianapolis Power & Light
Company (hereinafter called "IPL" or a "Party") and
Southern Indiana Gas and Electric Company, Inc.
(hereinafter called "SIGECO" or a "Party") shall become
effective as of the date of the Eighth Modification and
shall continue in effective throughout the duration of
the 1968 Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Conditional Service. Subject to the provisions of
subsection 2.2 of this Section 2, in the event of a
breakdown or other emergency in or on the system of
either Party involving either sources of power or
transmission facilities, or both, impairing or
jeopardizing the ability of the Party suffering the
emergency to meet the loads of its system, the other
Party shall deliver to such Party electric energy that it
is requested to deliver; provided, however, that neither
Party shall be obligated to deliver such energy which, in
its sole judgment, it cannot deliver without interposing
a hazard to or economic burden upon its operations or
without impairing or jeopardizing the other load
requirements of its system; and provided further, that
neither Party shall be obligated to deliver electric
energy to the other for a period in excess of forty-eight
(48) consecutive hours during any single emergency.
2.2 Non-Performance. The Parties recognize that
the delivery of electric energy as provided in subsection
2.1 of this Section 2 is subject to two conditions which
may preclude the delivery of such energy as so provided:
(a) the Party requested to deliver electric energy may be
suffering an emergency in or on its own system as
described in said subsection 2.1, or (b) the system of a
Party may be delivering electric energy, under a mutual
emergency interchange agreement, to the system of another
interconnected company which is suffering an emergency in
or on its system. Under conditions as cited under (a)
above, neither Party shall be considered to be in default
hereunder if it is unable to comply with the provisions
of said subsection 2.1. Under conditions as cited under
(b) above, neither party shall be considered to be in
default hereunder if it is unable to comply with the
provisions of said subsection 2.1; provided, however,
that such Party shall make every effort consistent with
the terms of its contract with said other interconnected
company to make the electric energy as provided in
subsection 2.1 available to the other Party hereto as
soon as possible.
2.3 Reserve Generating Capacity Review. If at any
time the record over a reasonable prior period shows
clearly that either of the Parties has failed to deliver
energy in accordance with and subject to the provisions
of subsection 2.1 and subsection 2.2 of this Section 2,
either Party, by written notice given to the other Party,
may call for a joint study by the Parties of the reserve
generating capacity in and provided for their respective
systems and of their respective system transmission
facilities affecting the supply and delivery of power and
energy under the 1989 Agreement. It shall be the purpose
of such study to determine the adequacy or inadequacy of
reserve generating capacity and transmission facilities
being provided to meet the requirements of the Parties'
respective systems, reflecting obligations under the
Agreement, and, if inadequate, the extent of the burden
that one Party may be placing upon the other. If it
should be found that one Party is placing an unreasonable
burden upon the other, the Party causing such burden
shall take such measures as are necessary to remove the
burden from the other Party, or the Parties shall enter
into such arrangements as shall provide for equitable
compensation to the Party being burdened.
SECTION 3 - COMPENSATION
3.1 Electric energy delivered under Section 2 above
shall be settled for either by the return of equivalent
energy or, at the option of the Party that supplied such
energy, by payment of the out-of-pocket cost (such cost
being as of the delivery point or points, as provided in
Section 4.01 and 4.02 of Article 4 of the Agreement,
taking into account electrical losses incurred from the
source or sources of such energy to said delivery point
or points) to the supplying Party generating such energy
plus ten percent of such cost. If equivalent energy is
returned, it shall be returned at times when the load
conditions of the Party electing to receive it are
equivalent to the load conditions of such Party at the
time the energy for which it is returned was delivered
or, if such Party elects to have equivalent energy
returned under different conditions, it shall be returned
in such amounts, to be agreed upon by the Operating
Committee, as will compensate for the difference in
conditions.
3.2 Electric energy delivered under Section 2 above that
is purchased by the supplying Party's system from another
interconnected system shall be settled for by the payment
of 100% of the amount paid therefore by the supplying
Party plus the following:
3.21 Where IPL is the supplying Party, up to 3.46
mills per kilowatt-hour (2.46 mills/KWH for bulk
transmission charges plus 1.0 mill/KWH for difficult
to quantify energy related costs) plus the cost of
any transmission losses, taxes, and other expenses
incurred that would not have been incurred if such
transaction had not been made.
3.22 Where SIGECO is the supplying Party, up to
3.19 mills per kilowatt-hour (2.19 mills/KWH for
bulk transmission charge plus 1.0 mill/KWH for
difficult to quantify energy-related costs) plus the
cost of any transmission losses, taxes, and other
expenses incurred that would not have been incurred
if such transaction had not been made.
Exhibit III
SERVICE SCHEDULE C
INTERCHANGE ENERGY
SECTION 1 - DURATION
1.1 This Service Schedule, a part of and under
Modification No. 8 to the Interconnection Agreement
(referred to herein as the "1968 Agreement") dated as of
December 2, 1968 between Indianapolis Power & Light
Company (hereinafter called "IPL" or a "Party") and
Southern Indiana Gas and Electric Company, Inc.
(hereinafter called "SIGECO" or a "Party") shall become
effective as of the date of the Eighth Modification and
shall continue in effective throughout the duration of
the 1968 Agreement.
SECTION 2 - SERVICES TO BE RENDERED
Economy Energy
2.1 It is recognized that from time to time each of the
Parties may have electric energy (herein called "Economy
Energy") available from surplus capacity either on its
own system or from sources outside its own system, or
both, and that Economy Energy could be supplied to the
other Party at a cost that would result in operating
savings to such other Party. Such operating savings
would result from the displacement of electric energy
that otherwise would be supplied from capacity either on
such other Party's system or from sources outside its own
system, or both. To promote the economy of electric
power supply and to achieve efficient utilization of
production capacity, either Party, whenever it in its own
judgment determines Economy Energy is available, may, but
shall not be obligated to, offer Economy Energy to the
other Party. Promptly upon receipt of any such offer
other Party shall notify the offering Party of the extent
to which it desires to use such Economy Energy, and
schedules providing the periods and extent of use shall
be agreed upon.
Non-Displacement Energy
2.2 It is further recognized that from time to time
occasions will arise when the effecting of transactions,
as provided in subsection 2.1 of this Section 2 will be
impracticable, but at the same time one of the Parties
may have electric energy (herein called "Non-Displacement
Energy") which it is willing to make available from
surplus capacity either on its own system or from sources
outside its own system, or both, that can be utilized
advantageously for short intervals by the other Party.
It shall be the responsibility of the Party desiring the
receipt of Non-Displacement Energy to initiate the
receipt and delivery of such energy. The Party desiring
such receipt of energy shall inform the other Party of
the extent to which it desires to use Non-Displacement
Energy, and, whenever in its sole judgment such other
Party determines that it has Non-Displacement Energy
available, schedules providing the periods and extent of
use shall be mutually agreed upon. Neither Party shall
be obligated to make any Non-Displacement Energy
available to the other.
SECTION 3 - COMPENSATION
Economy Energy
3.1 The charge for Economy Energy purchased by either
Party from the other Party shall be based on the
principle that the Party purchasing it shall pay the
out-of-pocket cost (including all operating, maintenance,
tax, transmission losses and other expenses incurred that
would not have been incurred if the energy had not been
supplied) of the Party supplying such energy and that the
resulting savings to the receiving Party shall be equally
shared by the supplying and receiving Parties.
3.2 When Economy Energy is obtained from or delivered to
other systems interconnected with the Parties, but not
signatories to the 1968 Agreement, payments shall be
based on the out-of-pocket cost of the supplying Party or
system providing the energy and an allocation of the
gross savings which are defined as the difference between
(1) what the out-of-pocket costs of the receiving Party
or system would have been to generate such energy, and
(2) the out-of-pocket costs of the supplying Party or
system providing the energy. Such allocation shall be
made as provided in subsection 3.21 and 3.22 hereinbelow:
3.21 The transmitting Party shall be paid (a) its
cost of purchasing the Energy supplied, plus (b) its
costs of additional transmission losses plus (c) the
following:
(1) When IPL is such transmitting Party:
The greater of (i) fifteen percent of the
gross savings remaining after deducting all
such payments for transmission losses or
(ii) an amount not to exceed 3.46 mills per
kilowatt-hour of Energy received for
transmission.
(2) When SIGECO is such transmitting Party:
The greater of (i) fifteen percent of the
gross savings remaining after deducting all
such payments for transmission losses or
(ii) an amount not to exceed 3.19 mills per
kilowatt-hour of Energy received for
transmission.
3.22 The supplying Party or system shall be paid
its out-of-pocket cost of providing the energy, plus
one-half of the gross savings remaining after
deducting all (b) and (c) payments made under
subsection 3.21. The receiving Party or system
shall be entitled to the other one-half of the gross
savings remaining after deducting all (b) and (c)
payments made under subsection 3.21.
3.3 Prior to any transaction involving the delivery and
receipt of Economy Energy, as provided in subsection 3.1
and 3.2 authorized representatives of the Parties shall
determine and agree upon the compensation applicable to
such transaction. Compensation so agreed upon shall not
be subject to later review or adjustment.
Non-Displacement Energy
3.4 Non-Displacement Energy delivered hereunder shall be
settled for either by the return of equivalent energy or,
at the option of the Party that supplied such energy, by
payment of the out-of-pocket cost (such cost being as of
the delivery point or points, as provided in Sections
4.01 and 4.02 of Article 4 of the 1968 Agreement, taking
into account electrical losses incurred from the source
or sources of such energy to said delivery point or
points) to the supplying Party generating such energy
plus ten percent of such cost. If equivalent energy is
returned, it shall be returned at times when the load
conditions of the Party receiving it are equivalent to
the load conditions of such Party at the time the energy
for which it is returned was delivered or, if such Party
elects to have equivalent energy returned under different
conditions, it shall be returned in such amounts, to be
agreed upon by the Operating Committee, as will
compensate for the difference in conditions.
3.5 Non-Displacement Energy delivered under Subsection
2.2 above that is purchased by the supplying Party from
another interconnected system which is not a signatory to
the 1989 Agreement ("Third Party") at the request of the
receiving Party shall be settled for as follows:
3.51 When IPL is the supplying Party, a payment of
100 percent of the amount paid to such Third Party,
plus up to 3.46 mills per kilowatt-hour (consisting
of up to 2.46 mills per kilowatt-hour for a
transmission charge and 1 mill per kilowatt-hour for
difficult to quantify energy related costs) plus any
transmission losses.
3.52 When SIGECO is the supplying Party, a payment
of 100 percent of the amount paid to such Third
Party, plus up to 3.19 mills per kilowatt-hour
(consisting of up to 2.19 mills per kilowatt-hour
for a transmission charge and 1 mill per
kilowatt-hour for difficult to quantify energy
related costs) plus any transmission losses.
Exhibit IV
SERVICE SCHEDULE D
SHORT TERM POWER AND ENERGY
SECTION 1 - DURATION
1.1 This Service Schedule, being a part of and under
Modification No. 8 to the Interconnection Agreement
(referred to herein as the "1968 Agreement") dated as of
December 2, 1968 between Indianapolis Power & Light
Company (hereinafter called "IPL" or a "Party") and
Southern Indiana Gas and Electric Company, Inc.
(hereinafter called "SIGECO" or a "Party") shall become
effective as of the date of the Eighth Modification and
shall continue in effect throughout the duration of the
1968 Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either Party by giving the other Party notice may
reserve from the other, (a) electric power ("Weekly Short
Term Power") for periods of one or more weeks or (b)
electric power ("Daily Short Term Power") for periods of
one or more days whenever, the Party requested to reserve
the same, is willing to make such power available. Under
ordinary circumstances such reservation shall extend for
not less than a calendar week if it begins with Sunday or
for the balance of the calendar week if it begins with
any day subsequent to the Sunday; however, under unusual
circumstances, the Parties may mutually agree upon a
reservation of Daily or Weekly Short Term Power for a
lesser number of days. In all cases the Party asked to
supply Daily or Weekly Short Term Power shall be the sole
judge as to the amounts and periods that it has electric
power available that may be reserved by the other Party
as Short Term Power.
2.11 Prior to each reservation of Weekly or
Daily Short Term Power, the number of kilowatts to
be reserved, the period of the reservation, the
terms of such reservation, and the source of such
power if the supplying Party is in turn reserving
such power from another interconnected system
("Third Party"), shall be determined by the Parties.
Such determination shall be confirmed in writing at
the request of either Party. If during such period
conditions arise that could not have been reasonably
foreseen at the time of the reservation and cause
the reservation to be burdensome to the supplying
Party or its system, such Party may by oral notice
to the reserving Party, such oral notice to be later
confirmed in writing if requested by either Party,
reduce the number of kilowatts reserved by such
amount and for such time as it shall specify in such
notice, but kilowatts reserved hereunder that the
supplying Party is in turn reserving from another
system may be reduced only to the extent they are
reduced by such other system.
2.12 During the period that Weekly or Daily
Short Term Power has been reserved, the Party that
has agreed to supply such power shall upon call by
the reserving Party deliver associated electric
energy ("Weekly or Daily Short Term Energy") to the
reserving Party as of the delivery point or points,
as provided in Section 4.01 and 4.02 of Article 4 of
the 1968 Agreement at a rate during each hour of up
to and including the number of kilowatts reserved.
SECTION 3 - COMPENSATION
3.1 Demand Charges: The reserving Party of Weekly or
Daily Short Term Power shall pay the supplying Party
Demand Charges for such Short Term Power at the following
rates:
3.11 Weekly Short Term Power
3.11.1 When IPL is the supplying Party: at
the rate of up to $1.05 per kilowatt reserved per
such week.
3.11.2 When SIGECO is the supplying Party: at
the rate of up to $1.05 per kilowatt reserved per
such week.
3.11.3 In the event the amount of Weekly Short
Term Power taken is reduced upon request of the
supplying Party, the demand charge for each day
(other than Sunday) during which any reduction is in
effect shall be reduced by one-sixth (1/6) of the
aforesaid supplying Party's weekly demand rate per
kilowatt of reduction.
3.12 Daily Short Term Power
3.12.1 For any day that Daily Short Term Power
is reserved by either Party, the daily demand rate
shall be equal to the rate of up to one-sixth (1/6)
of the supplying Party's Weekly Short Term Power
demand rate.
3.12.2 In the event the amount of Daily Short
Term Power taken is reduced upon request of the
supplying Party, the demand charge for each day
during which such reduction is made shall be reduced
by one-sixth (1/6) of the above weekly demand rate
per kilowatt of reduction.
3.13Third Party Weekly or Daily Short Term Power
3.13.1 For any period that Short Term Power is
reserved by SIGECO for IPL from a Third Party, such
Short Term Power shall be supplied at the rate up to
$.265 per kilowatt reserved per week or up to $.053
per kilowatt reserved per day plus the demand charge
paid therefor by SIGECO to the Third Party.
3.13.2 For any period that Short Term Power is
reserved by IPL for and at the request of SIGECO
from a Third Party, such Short Term Power shall be
supplied at the rate of up to $.295 per kilowatt
reserved per week or at the rate of up to $.059 per
kilowatt reserved per day plus the demand charge
paid therefor by IPL to the Third Party.
3.13.3 In the event the amount of Weekly Short
Term Power reserved from a Third Party is reduced
upon the request of the Third Party, the demand
charge for each day during which such reduction is
in effect shall be reduced by the amount by which
the demand charge payable by the supplying Party is
reduced under its Agreement with such Third Party
plus, in the case of Power reserved by IPL, one-
sixth of the rate per kilowatt agreed to under
Section 3.13.2 for each kilowatt or reduction each
day; but not more than the rate agreed upon for each
kilowatt per week; and, in the case of Power
reserved by SIGECO, one-sixth of the rate per
kilowatt stated in Section 3.13.1 for each kilowatt
of reduction each day; but not more than the rate
agreed upon for each kilowatt per week.
3.13.4 In the event that the amount of Daily
Short Term Power reserved from a Third Party is
reduced upon the request of the Third Party, the
demand charge for such Power shall be reduced by the
amount by which the demand charge payable by the
supplying Party is reduced by the Third Party.
3.2 Energy Charges: The reserving Party shall pay the
supplying Party Energy Charges for all Short Term Energy
delivered pursuant to subsection 2.12 above at the
following rates:
3.21 For each kilowatt-hour that is generated
by the supplying Party's system 110% of the out-of-
pocket costs (including all operating, maintenance,
tax, transmission losses and other expenses incurred
that would not have been incurred if the energy had
not been supplied) of supplying Short Term Energy
called for during such period.
3.22 For each kilowatt-hour purchased by the
supplying Party's system from a Third Party to
supply the Short Term Energy called for during each
period, 100% of the amount paid therefore by the
supplying Party plus the following:
3.22.1 Where IPL is the supplying Party, 1.0
mill per kilowatt-hour for difficult to quantify
energy-related costs plus the cost of any
transmission losses, taxes, and other expenses
incurred that would not have been incurred if such
transaction had not been made.
3.22.2 Where SIGECO is the supplying Party,
1.0 mill/KWH for difficult to quantify energy-
related costs plus the cost of any transmission
losses, taxes, and other expenses incurred that
would not have been incurred if such transaction had
not been made.
Exhibit VI
SERVICE SCHEDULE F
LIMITED TERM POWER (FIRM)
SECTION 1 - DURATION
1.1 This Service Schedule, being a part of and under
Modification No. 8 to the Interconnection Agreement
(referred to herein as the "1968 Agreement") dated as of
December 2, 1968 between Indianapolis Power & Light
Company (hereinafter called "IPL"' or a "Party") and
Southern Indiana Gas and Electric Company, Inc.
("hereinafter called "SIGECO" or a "Party"), shall become
effective as of the date of the Eighth Modification and
shall continue in effect throughout the duration of the
1968 Agreement.
SECTION 2 - SERVICES TO BE RENDERED
2.1 Either Party by giving the other Party notice may
reserve for periods of not less than one (1) or more than
twelve (12) months, such electric power (herein called
"Limited Term Power (Firm)") as the other Party may be
willing to make available as Limited Term Power (Firm).
The Party asked to supply Limited Term Power (Firm) shall
be the sole judge as to the amounts and periods that it
has electric power available that may be reserved by the
other Party as Limited Term Power (Firm).
2.11 To reserve Limited Term Power (Firm), the
Party desiring such power shall specify in its
notice to the supplying Party the number of
kilowatts and the period for which it desires to so
reserve such power. The supplying Party shall
signify the extent of its ability and willingness to
comply with the provisions of such notice. Any
notice or any acknowledgement of such notice that
initially may be given or all shall be confirmed
thereafter in writing.
2.12 During each period that Limited Term Power
(Firm) has been reserved as above provided, the
supplying Party shall deliver upon call electric
energy (herein called "Limited Term Energy (Firm)")
to the other Party at the delivery point or points
set forth in Section 4.01 of Article 4 of the
Agreement in any amount up to and including the
number of kilowatts reserved. However, in the event
conditions arise during such period which could not
have been reasonably foreseen at the time said power
was reserved and such conditions would cause the
delivery of Limited Term Energy (Firm) to be
burdensome to the supplying Party, the supplying
Party may, upon notice to the reserving Party reduce
or interrupt the delivery of such energy to preserve
the integrity of, or to prevent or limit any
instability on, its system.
2.13 The Limited Term Power (Firm) billing demand
for any period shall be taken as equal to the number
of kilowatts reserved as Limited Term Power (Firm)
for such period.
SECTION 3 - COMPENSATION
3.1 The Party reserving Limited Term Power (Firm) shall
pay the supplying Party the following Demand Charges:
3.11 Monthly Limited Term Power (Firm) - For any
month that Limited Term Power (Firm) is reserved up
to $5.50 per kilowatt reserved; less, for each day
during any part of which the amount of Monthly
Limited Term Power (Firm) is reduced upon notice
from the supplying Party, one-twentieth (1/20) of
the supplying Party's monthly demand rate per
kilowatt for each kilowatt of reduction but not more
than the rate agreed upon for each kilowatt per
month.
3.12 Third Party Monthly Limited Term Power (Firm)
3.12.1 For any month that Monthly Limited Term
Power (Firm) is reserved by SIGECO for and at the
request of IPL from a Third Party, such Monthly
Limited Term Power (Firm) shall be supplied at the
rate of up to $1.15 per kilowatt reserved per month
plus the demand charge paid therefor by SIGECO to
the Third Party.
3.12.2 For any month that Monthly Limited Term
Power (Firm) is reserved by IPL for and at the
request of SIGECO from a Third Party, such Monthly
Limited Term Power (Firm) shall be supplied at the
rate of up to $1.28 per kilowatt reserved per month
plus the demand charge paid therefor by IPL to the
Third Party.
3.12.3 In the event the amount of Monthly
Limited Term Power (Firm) reserved from a Third
Party is reduced upon the request of the Third
Party, the demand charge for each day during which
reduction is in effect shall be reduced by the
amount by which the demand charge payable by the
supplying Party is reduced under its Agreement with
such Third Party plus, in the case of Power reserved
by IPL one-thirtieth (1/30) of the rate per kilowatt
agreed to under Paragraph 3.12.1 of this Section
3.12 for each kilowatt of reduction each day; but
not more than the rate agreed upon for each kilowatt
per month; and, in the case of Power reserved by
SIGECO, one-thirtieth (1/30) of the rate per
kilowatt agreed to under Paragraph 3.12.2 of this
Section 3.12 for each kilowatt of reduction each
day; but not more than the rate agreed upon for each
kilowatt per week.
3.2 The reserving Party shall pay the supplying Party
for all Limited Term Energy (Firm) delivered at the
following rates:
3.21 For each kilowatthour that is generated by the
supplying Party's system, 100 percent of the Out-of-
Pocket Costs of supplying Limited Term Energy (Firm)
called for during such period, plus 10 percent of
such costs.
3.22 For each kilowatthour purchased by IPL from a
Third Party in order to supply the Limited Term
Energy called for during such period, 100 percent of
the amount of the Energy charge paid therefor by IPL
plus 1 mill per kilowtthour plus any transmission
losses.
3.23 For each kilowatthour purchased by SIGECO from
a Third Party in order to supply the Limited Term
Energy (Firm) called for during such period, 100
percent of the amount of the Energy charge paid
therefor by SIGECO plus 1 mill per kilowatthour plus
any transmission losses.
EXHIBIT VII
SERVICE SCHEDULE G
SPECIFIC TRANSMISSION SERVICE
SECTION 1 - DURATION AND TERMINATION
1.1 This Service Schedule G, being part of Modification
No. 8 dated as of September 1, 1989 to the Agreement
dated as of December 2, 1968 between Indianapolis Power &
Light Company (hereinafter called "IPL" or a "Party") and
Southern Indiana Gas and Electric Company, Inc.
(hereinafter called "SIGECO" or a "Party") as amended by
seven previous modifications (said Interconnection
Agreement as so modified being herein called the "1968
Agreement"), shall become effective on the effective date
of Modification No. 8 and shall continue in effect until
terminated in accordance with this Section 1.
1.2 The term of this Service Schedule G shall commence
January 1, 1991 and shall extend through December 31,
2010, unless it is otherwise terminated in accordance
with Subsections 1.3, 1.4, 1.5, 1.6 or 1.7 of this
Section 1.
1.3 If any regulatory authority having jurisdiction over
Modification No. 8 does not accept it for filing within
ninety (90) days after its submission, or requires any
modification to its rates, terms, or conditions as a
condition of accepting Modification No. 8 for filing,
either Party may terminate Modification No. 8, if in such
Party's good faith judgment such modification materially
changes the benefits or burdens to the Party desiring to
terminate; provided, the terminating Party has used its
best efforts to obtain regulatory acceptance. In that
event, such Party may terminate Modification No. 8 and
this Service Schedule G by notifying the other Party in
writing of its intention to so terminate not more than
thirty (30) days after final action is taken not to
accept Modification No. 8 for filing or which requires
such modification as a condition of such acceptance.
Modification No. 8 and this Service Schedule G shall
terminate thirty (30) days after receipt of such notice
by the other Party.
1.4 If at any time after the acceptance of Modification
No. 8, any regulatory authority having jurisdiction over
it modifies its rates, terms or conditions, either Party
may terminate Modification No. 8 if in such Party's good
faith judgment such modification materially changes the
benefits or burdens of Modification No. 8 to the Party
desiring to terminate; provided, the terminating Party
has used its best efforts to obtain acceptable rates,
terms and conditions. In that event, such Party may
terminate Modification No. 8 and this Service Schedule G
by notifying the other Party in writing of its intention
to so terminate not more than thirty (30) days after the
effective date of such change. Modification No. 8 and
this Service Schedule G shall terminate one hundred
twenty (120) days after receipt of such notice by the
other Party.
1.5 IPL may elect to terminate Service Schedule G at any
time during its term if IPL's power purchase from Big
Rivers is terminated or, with three years' advance
notice, if IPL executes an interconnection agreement with
Big Rivers.
1.6 After January 1, 1993, SIGECO may elect to terminate
Service Schedule G at any time upon three (3) years'
advance written notice to IPL stating that SIGECO has
received a written offer from a third party for the
transmission capacity provided by SIGECO to IPL which
results in greater compensation to SIGECO than the
compensation provided under this Service Schedule G;
provided, that IPL shall have the right of first refusal
to match any such offer by agreeing, within 90 days after
receiving a copy of any such offer, to pay such
additional compensation as will equal such offer; and
provided further, that if IPL declines to exercise its
right of first refusal and SIGECO declines to accept the
Third Party offer within 90 days after IPL's refusal,
Service Schedule G shall remain in effect and any further
consideration of such offer shall require a new
three-year notice.
1.7 SIGECO may elect to restrict Service Schedule G at
any time if, due to system or operational occurrences,
SIGECO cannot, in its sole judgment, continue to provide
unrestricted service under Service Schedule G and at the
same time adequately provide service to SIGECO's other
customers without altering or adding to its equipment and
facilities. Upon the occurrence of such an event and
upon development of a remedial plan by SIGECO, IPL shall
have the option either (a) to agree to pay the mutually
agreed upon reasonable costs of such remedial plan in
proportion to IPL's contribution to the system or
operational occurrences that necessitated such plan and
in proportion to the remaining term of Service Schedule G
or (b) decline to participate in the remedial plan and
continue receiving service under Service Schedule G on a
restricted basis when necessary and on an unrestricted
basis at all other times.
SECTION 2 - SPECIFIC TRANSMISSION SERVICE TO BE RENDERED
AND CONDITIONS THEREOF
2.1 SIGECO shall provide transmission service to IPL for
an amount up to 50 MW from January 1, 1991 through
December 31, 1992 and 100 MW thereafter through December
31, 2010 for power and associated energy over SIGECO's
electrical transmission facilities from its
interconnections with Big Rivers Electric Corporation to
SIGECO's interconnection with IPL. Such transmission
service shall be available at all times during the term
of this Service Schedule G, except during system
emergencies. Notification by IPL to SIGECO shall be the
only condition for the use of such transmission service.
2.2 The Parties shall maintain and operate their
respective systems so as to minimize, in accordance with
sound engineering and operating practice, the likelihood
of disturbance(s) originating in either Party's system
which might cause impairment of the transmission service
provided hereunder.
2.3 Either Party may interrupt synchronous operation
through the Interconnection Point if either determines
that its facilities may be damaged due to excessive
loadings caused by the transmission service provided
hereunder. Should such interruption occur, the parties
shall cooperate to remove the cause of such excessive
loadings as soon as practicable and restore such
interconnection to normal operating condition. Neither
Party shall be responsible to the other Party for damage
or loss of revenue caused by such interruption.
2.4 The Parties agree to study and negotiate the
installation, ownership, cost and maintenance of any
additional equipment or facilities necessary to effect a
long term solution to any such excessive loading herein
described if either Party reasonably determines that the
transmission service provided for herein contributes to
excessive loading and requests such negotiation.
SECTION 3 - COMPENSATION AND BILLING
3.1 From the commencement date of this Agreement to
December 31, 1995 the following firm transmission rates
shall apply:
3.11 Demand Charge of $40,000/month for a 50 MW of
transmission capacity from January 1, 1991 through
December 31, 1992 and a demand charge of
$80,000/month for a 100 MW of transmission capacity
from January 1, 1993 through December 31, 1995.
3.12 Energy Charge of 1 mill/KWH delivered.
3.2 From January 1, 1996 to December 31, 2010 the
following transmission rates shall apply:
3.21 A fixed monthly demand charge for 100 MW of
transmission capacity demand charge beginning
January 1 of each of the following years:
Year Monthly Demand Charge
1996 $101,600
1997 $105,200
1998 $108,800
1999 $112,400
2000 $116,000
2001 $119,600
2002 $123,200
2003 $126,800
2004 $130,400
2005 $134,000
2006 $137,600
2007 $141,200
2008 $144,800
2009 $148,400
2010 $152,000
3.22 The energy charge shall be the energy charge
allowed in SIGECO's Federal Energy Regulatory
Commission Supplement No. 11 to Rate Schedule FPC
No. 25 pertaining to IPL, effective April 1, 1987,
to recover unquantified transmission costs,
currently $.001/KWH, or the FERC approved revisions
thereof as are in effect thereafter.
3.3 In the event SIGECO's transmission capacity currently
in effect is reduced upon notice from SIGECO, the demand
charge for each day during which any such reduction is in
effect (excluding Saturdays and Sundays) shall be reduced
by one-twentieth (1/20) of SIGECO's monthly demand charge
currently in effect per kilowatt of reduction, but not
more than the demand charge for the month.
MODIFICATION NO. 9
TO THE
INTERCONNECTION AGREEMENT
BETWEEN
INDIANAPOLIS POWER & LIGHT COMPANY
AND
SOUTHERN INDIANA GAS & ELECTRIC COMPANY
THIS AMENDMENT made and entered into as of the 1st day of
January, 1995 by Indianapolis Power & Light Company
("IPL"), being an Amendment to the Interconnection
Agreement between Southern Indiana Gas & Electric Company
("Buyer") and IPL dated December 2, 1968, as amended (the
"Agreement").
WITNESSETH:
WHEREAS, IPL and Southern Indiana Gas & Electric Company
entered into the Agreement on December 2, 1968, which
Agreement has been amended from time to time;
WHEREAS, the Agreement provides for the sale of power and
energy by IPL
under Service Schedules described as:
Service Schedule A Emergency Service
Service Schedule C Interchange Energy
Service Schedule D Short Term Power and Energy
Service Schedule F Limited Term Power (Firm)
WHEREAS, the Agreement provides for the recovery of
incremental costs or "out-of-pocket" costs occasioned by
the sale by IPL of electric energy;
WHEREAS, IPL has implemented its Emissions Constrained
Dispatch Plan, attached hereto;
WHEREAS, the rates for Emergency Service, Interchange
Energy, Short Term Power and Energy, and Limited Term
Power (Firm), do not expressly include the cost of
replacing sulfur dioxide ("SO2") emission allowances
expended in order to provide such energy in compliance
with Federal laws governing SO2 emission;
WHEREAS, IPL desires to amend the Agreement to clarify
recovery of out-of-pocket costs occasioned by the sale of
said energy as including the recovery of the incremental
cost of SO2 emission allowances;
NOW, THEREFORE, in consideration of the premises and the
terms and conditions set forth herein; IPL desires to
amend the Agreement as follows:
Section 1. Compensation for SO2 Emission Allowances.
The Buyer shall compensate IPL for the consumption of
Sulfur Dioxide Emissions Allowances ("SO2 Allowances")
directly attributed to electric energy sales by IPL to
Buyer under the Service Schedules. Such compensation
shall, at Buyer's option, be made by either supplying IPL
with the number of SO2 Allowances directly attributed to
such energy sales, or by reimbursing IPL for the
incremental cost of such number of SO2 Allowances,
rounded to the nearest whole SO2 Allowance.
If Buyer opts to reimburse IPL in cash for SO2 Allowances
associated with Buyer's energy purchases for the month,
the cash amount due at billing will be determined by
multiplying the number of SO2 Allowances attributed to
the sale by the incremental cost of the SO2 Allowances,
as determined in Section 2.2, at the time of the sale.
If Buyer opts to reimburse IPL in SO2 Allowances, Buyer
will record or transfer to IPL's account, the number of
SO2 Allowances calculated below, at the time cash
settlement for the energy is due. In all cases, Buyer
will transfer to IPL's account the number of SO2
Allowances due IPL for calendar year no later than
January 15 of the following year. "Transfer to IPL's
account" shall mean, for purposes of the Amendment, the
transfer by the USEPA of the requisite number of SO2
Allowances to IPL's Allowance Tracking System account and
the receipt by IPL of the Allowance Transfer
Confirmation.
Section 2. Determination of SO2 Emission Allowances Due IPL.
Section 2.1. Number of SO2 Allowances
The number of SO2 Allowances directly attributed to
an energy sale made by IPL shall be determined for
each hour, by determining the contribution from each
of the unit(s) from which the energy sale is being
made for that hour. For each unit, the emission
rate in pounds of SO2 per million Btu will be
determined each month, from fuel sulfur content,
control equipment performance, and continuous
emissions monitoring data. The emission rate and
the unit heat rate will be used to determine the SO2
Allowances used per megawatt-hour ("MWH"). The
energy from each unit attributable to the sale, and
the SO2 Allowances per MWH for each unit, will be
used to determine the number of SO2 Allowances
attributable to the sale.
Section 2.2 . Cost of SO2 Allowances
The incremental SO2 Allowance cost used to determine
economic dispatch of IPL's generating units in any
month, will also be the basis used to determine
compensation for IPL's energy sales. The
incremental SO2 Allowances cost, in dollars per ton
of SO2, shall be determined each month and will be
based on the Cantor Fitzgerald offer price for SO2
Allowances, or if such is not available, then
another nationally recognized SO2 Allowance trading
market price or market price index, at the beginning
of the month. The SO2 Allowance value may be
changed at any time during the month to reflect the
more current incremental cost, or market price, for
SO2 Allowances. Buyer will be notified of the new
SO2 Allowance value prior to dispatch of IPL energy
to Buyer.
Section 3. Effective Date.
This Amendment to the Agreement shall be made effective
as of January 1, 1995.
IN WITNESS WHEREOF, IPL has caused the foregoing
Amendment to be signed by its duly authorized officer,
effective as of the date set forth above.
INDIANAPOLIS POWER & LIGHT COMPANY
By: /s/ John C. Berlier, Jr.
John C. Berlier, Jr.
Vice President
Resource Planning and Rates
EMISSIONS CONSTRAINED DISPATCH PLAN
Effective January 1, 1995
Economic Dispatch is loading each generating unit so the lowest cost
generation is called upon first to generate the power needed, thereby
minimizing total electric energy generation cost. Emissions Constrained
Dispatch is simply Economic Dispatch where the estimated value of the
SO2 allowances being consumed by a unit is included as a part of the
unit's cost of generation. A lower emitting unit will reflect a
relatively lower emissions cost because it requires fewer sulfur dioxide
(SO2) allowances.
IPL's plan to implement Emissions Constrained Dispatch is to incorporate
SO2 allowance values into the existing Energy Management System (load
dispatching system), which economically dispatches IPL's generation. As
the generation required (load) increases, the available unit with the
lowest incremental cost is dispatched to meet the increase. As the
generation demanded decreases, the unit with the highest incremental cost
is dispatched to reduce its generation, thereby minimizing cost.1
Currently, the Energy Management System uses incremental heat
rates, along with fuel and variable operation costs to
determine the incremental cost of generation on each unit in
service. Effective January 1, 1995, SO2 emissions related
costs will be included in each unit's incremental cost prior
to the incremental costs being compared to make the unit
dispatch.
The incremental SO2 value will be in units of dollars per million British
Thermal Units ($/MMBTU) and computed by the following guidelines:
IPL plans to use EPA (Environmental Protection Agency)
certifiable data for SO2 emission rates in conjunction with
the incremental value of emission allowances to form the
emissions dispatch cost in units of $/MMBTU. Each
generating unit affected by the Clean Air Act will have its
own specific SO2 emissions data input into the Energy
Management System at the beginning of each month. That data
will remain for the month unless projected coal deliveries
for the month have an SO2 value that will change the current
dispatch. The Fuel Supply Organization will notify the System
Operation Office of the projected coal delivery SO2 emission
rate in #SO2/MMBTU, so that a correct SO2 emission rate can
be input into the Energy Management System.
1 Optimization of unit loadings in the Energy
Management System is constrained by equipment physical
limitations such as maximum rate of load pickup or maximum
load reduction rate on a unit as well as contrained by the
maximum and minimum capability of the units.
IPL's Treasury Organization will not less often than the 10th day
of each month supply the IPL System Operation Office the incremental
value of an emission allowance in units of dollars per ton of SO2
based upon the Cantor Fitzgerald asking price for allowances, or
other nationally recognized allowance trading market price, for use
in IPL's emission constrained dispatch on a forward going basis.
Beginning January 1, 1995, the allowance price that will be used for
purposes of IPL's emissions constrained dispatch will be the asking
price for allowances obtained from Cantor Fitzgerald on December 30,
1994. The Treasury Organization will track the emission allowance
market and if a significant change in allowance prices occurs within
a given month, the Treasury Organization may provide an updated
allowance price value to the IPL System Operation Office. The
updated allowance price will be entered into the Energy Management
System and the economic dispatch algorithm will be updated
accordingly.
The emissions cost will be added with the fuel and variable
operating cost to produce a total dispatch cost. The total
dispatch cost will be combined with the incremental unit heat
rate data to produce the total incremental dispatch cost as
calculated by the following formula:
INCREMENTAL COST = (Fuel Cost + Emissions Value Divided By
Variable Operating Cost) X Incremental
Heat Rate
The dimensions for each of the variables is as follows:
Emissions Value, $/MMBTU; Fuel Cost, $/MMBTU; Variable Operating
Cost $/MMBTU; Incremental Heat Rate, MMBTU/MWH; Allowance Value,
$/Allowance; Incremental Cost, $/MWH
The dispatch made using the total incremental cost, including
SO2 emissions related costs, will constitute IPL's Emissions
Constrained Dispatch.
MODIFICATION NO. 10
TO THE
INTERCONNECTION AGREEMENT
BETWEEN
INDIANAPOLIS POWER & LIGHT COMPNAY
AND
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
(SIGECO RATE SCHEDULE NO. 25)
THIS AMENDMENT made and entered into as of December 23, 1996, by Indianapolis
Power & Light Company ("IPL") and Southern Indiana Gas and Electric Company
("SIGECO"), being an amendment to the Interconnection Agreement between IPL
and SIGECO dated December 2, 1968, as amended (the "Agreement").
WHEREAS, IPL and SIGECO entered into the Agreement on December 2, 1968, which
Agreement has been amended from time to time;
WHEREAS, the Agreement provides for the bundled sale of power and energy or
transmission of power and energy by SIGECO to IPL under Service Schedules
described as:
Service Schedule A Emergency Service
Service Schedule B Energy Transfer
Service Schedule C Interchange Energy
Service Schedule D Short Term Power and Energy
Service Schedule E Coordination of Scheduled
Maintenance of Generating Facilities
Service Schedule F Limited Term Power
Service Schedule G Specific Transmission Service
WHEREAS, SIGECO no longer desires to provide services to IPL under certain of
the above Service Schedules.
NOW, THEREFORE, in consideration of the premises and the terms and conditions
set forth herein; the Agreement is hereby amended as follows:
Effective December 31, 1996, SIGECO will no longer provide services
to IPL under the following Service Schedules:
Service Schedule A Emergency Service
Service Schedule C Interchange Energy
Service Schedule D Short Term Power and Energy
Service Schedule E Coordination of Scheduled Maintenance
of Generating Facilities
Service Schedule F Limited Term Powre
Service Schedule G Specific Transmission Service
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized officers.
Indianapolis Power & Light Company
By: /s/ Ramon L. Humke
Ramon, L. Humke, President
Southern Indiana Gas and Electric Company
By: /s/ J. Gordon Hurst
J. Gordon Hurst
Sr VP and General Manager of Operations
MODIFICATION NO. 11
TO THE
INTERCONNECTION AGREEMENT
BETWEEN
INDIANAPOLIS POWER & LIGHT COMPANY
AND
SOUTHERN INDIANA GAS & ELECTRIC COMPANY
Effective as of
MODIFICATION NO. 11
TO THE
INTERCONNECTION AGREEMENT
BETWEEN
INDIANAPOLIS POWER & LIGHT COMPANY
AND
SOUTHERN INDIANA GAS & ELECTRIC COMPANY
Pursuant to Order No. 888, Indianapolis Power & Light
Company (IPL) restates the rates for service provided by IPL
under the Interconnection Agreement as the following:
1) The Interconnection Agreement provides for IPL sales of
capacity and energy under service schedules described as:
Service Schedule A - Emergency Service
Service Schedule C - Interchange Power
Service Schedule D - Short Term Power and Energy
Service Schedule E - Limited Term Power (Firm)
2) The wholesale generation component of the rate applicable to
service under Section 3 of Service Schedule C, Interchange Power,
shall be the bundled rate under Section 3 minus the transmission
and ancillary service rates provided in Section 2 of this
Modification.
Where the Service Schedules provide for compensation to IPL
in the form of equivalent energy, such return of equivalent
energy shall be made of the generation component, with the
transmission and ancillary services related to such return of
equivalent energy arranged pursuant to and assessed as provided
in Section 3 of this Modification.
Service Schedule C provides for compensation to IPL
regarding third party sale and resale transactions of Non-
Displacement Energy in the form of a stated transmission charge
plus "one mill per kilowatt-hour for difficult to quantify energy
related costs." Service Schedule C is hereby be revised to
remove the term "one mill per kilowatt-hour for difficult to
quantify energy related costs."
3) Transmission and ancillary services necessary to effectuate
sales under the Interconnection Agreement shall be arranged by
IPL under and subject to the rates, terms, and conditions of
IPL's Open Access Transmission Tariff. The rates for point-to-
point transmission service and the two ancillary services
necessary to effectuate sales under the Interconnection Agreement
are provided below. IPL will provide either Short-Term Firm
Point-to-Point or Non-Firm Point-to-Point transmission service
and ancillary services for Scheduling, System Control and
Dispatch Service (Scheduling Service), and Reactive Supply and
Voltage Control from Generation Sources Service (Reactive Supply
Service). IPL will not provide Regulation and Frequency Response
Service, Energy Imbalance Service, Operating Reserve-Spinning
Reserve Service, or Operating Reserve-Supplemental Reserve
Service in connection with the sales under the Interconnection
Agreement, and there will be no charge for such services in
connection with the sales under the Interconnection Agreement.
The rates for both Short-Term Firm and Non-Firm Point-to-
Point Service are: $ 930.00/MW of reserved capacity for monthly
service, $215.00/MW of reserved capacity for weekly service,
$43.00/MW of reserved capacity for on-peak daily, and $30.70/MW
of reserved capacity for off-peak daily service with the daily
service capacity charges capped at the weekly rates. Non-Firm
Point-to-Point service is available on an hourly basis at
$2.69/MW for on-peak hours and $1.28/MWH for off-peak hours with
the maximum hourly charges capped at the daily rates.
For Scheduling Service, the monthly charges are $10.00/MW of
reservation, the weekly rate is $3.00/MW, the daily rate is
$0.60/MW, and the hourly rate is $0.04/MWH. The sum of the
hourly charges is capped at the daily rates, the sum of the daily
charges is capped at the weekly rate, and the sum of the weekly
charges is capped at the monthly rate.
For Reactive Supply Service, the monthly charges are
$110.00/MW of reservation, the weekly rate is $25.00/MW, the
daily rate is $5.00/MW, and the hourly rate is $0.31/MWH. The
sum of the hourly charges is capped at the daily rates, the sum
of the daily charges is capped at the weekly rate, and the sum of
the weekly charges is capped at the monthly rate.
If transmission and ancillary services are obtained by
Southern Indiana Gas & Electric Company under Indianapolis Power
& Light Company's Open Access Transmission Tariff, there will be
no charge related to transmission and ancillary service assessed
under the Interconnection Agreement. A service agreement under
Indianapolis Power & Light Company's Open Access Transmission
Tariff is on file as of the effective date of this Modification
No. 10 to govern service to Southern Indiana Gas & Electric
Company for this power sale, and charges for transmission and
ancillary services for this power sale will be assessed to
Southern Indiana Gas & Electric Company under the Open Access
Transmission Tariff.
Dates Referenced Herein and Documents Incorporated by Reference
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