between

NEBRASKA PUBLIC POWER DISTRICT

and

____________________________________________

This Transmission Service Agreement “Agreement” is effective this ____________________________(date), by and between the Nebraska Public Power District (“NPPD or Transmission Provider) a public corporation and political subdivision of the State of Nebraska, and ______________________________ (Company Name), hereinafter referred to as ________ or Transmission Customer. NPPD or Transmission Provider and ________ or Transmission Customer may also be referred to individually as Party or collectively as Parties.

RECITALS

WHEREAS, NPPD's transmission system is directly or indirectly interconnected to the electric systems of certain utilities which presently, or may in the future, purchase electric power and energy from or sell electric power and energy to other entities; and

WHEREAS, Transmission Customer may from time to time enter into Transmission Service transactions pursuant to which the Transmission Customer requires service on NPPD's transmission system to deliver power and energy to itself or to another entity; and

WHEREAS, the Parties desire to enter into a Transmission Service Agreement which sets forth certain terms and conditions applicable to any such Transmission Service.

NOW, THEREFORE, in consideration of the mutual promises and covenants of the Parties set forth here in, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1. In addition to capitalized terms defined elsewhere in this Agreement and in NPPD’s T-2 Rate Schedule, the following definitions shall apply to this Agreement. In the case of conflicting definitions the provisions of NPPD’s T-2 Rate Schedule shall prevail.
2. Force Majuere means any cause, condition or event beyond the control of the Party affected, including but not restricted to, failure of or threat of failure of or physical damage to facilities, transmission lines or equipment, flood, earthquake, storm, fire, lightning and other natural physical events, explosion, epidemic, war, terrorism, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, necessity of repairs, renewals, replacements, additions or maintenance to facilities, lines or equipment, governmental actions such as necessity for compliance with any court order or decision, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority, which such Party could not avoid and which by exercise of reasonable diligence it shall be unable to overcome.
3. Open Access Same-time Information System (OASIS). WebOASIS was established and is maintained by Open Access Technology Inc. (OATi). The system is used to post NPPD’s T-2 Rate Schedule, its wholesale transmission system information, general broadcasts regarding transmission system operation including disclosure of activities subsequent to potential emergency conditions, and other information to existing and potential customers, enabling the customers to request Transmission Service.
4. Transmission Service Request Policy and Procedures (TSRPP). NPPD’s document as it may be revised and in effect from time to time which specifies necessary requirements to be completed for obtaining Transmission Service (Network Firm, Point-to-Point Firm, Non-Firm) under this Agreement. Refer to the NPPD page on OASIS to view the TSRPP online.
5. T-2 Transmission Service Rate Schedule (T-2 Rate Schedule). NPPD's rate schedule which contains NPPD's current rates, charges, terms, conditions and service specifications for Transmission and Ancillary Service, as it may be revised and in effect by NPPD from time to time, and which is also referred to as the T-2 Rate Schedule. Refer to the NPPD page on OASIS to view the T-2 Rate Schedule online.
6. The definitions in this Agreement or any referenced document may be revised from time to time by NPPD.

ARTICLE II
TERM AND EFFECTIVE DATE

1. This Agreement shall become effective on _______________ and shall terminate upon close of business on ______________.
2. This Agreement may be terminated by either Party, at any time with cause, in the event either Party fails to comply with any term or condition of this Agreement, upon written notice to the other Party; provided, the Party receiving such termination notice with cause shall have thirty (30) days from the date of the notice to come into compliance with the applicable term or condition of this Agreement, in which case this Agreement shall continue in full force and effect.
   
   
   
3. Termination of this Agreement shall not relieve the Parties of any obligations and liabilities which arise from Transmission Service reservations entered into prior to receipt of such termination notice. Nothing will require NPPD to continue to provide Transmission Service to Transmission Customer upon failure to make payment for Transmission Service or failure to fulfill creditworthiness and financial responsibility requirements. Refer to the NPPD page on OASIS to view NPPD’s Creditworthiness Policy.

ARTICLE III
PROCEDURES FOR ARRANGING TRANSMISSION SERVICES

1. Prior to receiving Transmission Service from NPPD, Transmission Customer shall follow and comply with the TSRPP. Any conflict between the TSRPP and the T-2 Rate Schedule shall be governed by the T-2 Rate Schedule.
   

ARTICLE IV
SERVICE TO BE PROVIDED

1. During the term of this Agreement, NPPD will provide Transmission Service to Transmission Customer, as described in and arranged by Transmission Customer’s transmission reservation, in accordance with the provisions of the T-2 Rate Schedule which is incorporated herein by reference.
2. The services described in the Transmission Customer’s transmission reservation shall include a) Scheduling, System Control and Dispatch Ancillary Service, b) Reactive Supply & Voltage Control Ancillary Service, and may include other Ancillary Services (i.e., Spinning Reserve, Supplemental Reserve, and Energy Imbalance), as well as transmission losses, loss factors, and the type of Transmission Service (i.e. network firm, point-to-point firm, non-firm). The services and the rates and charges for each service are contained in the T-2 Rate Schedule.

ARTICLE V
SCHEDULING

1. The Transmission Customer shall reserve Transmission Services in accordance with Article III - Procedures for Arranging Transmission Services, prior to scheduling power and energy on NPPD's transmission system. Administration of Transmission Service made without authorized reservations will be treated in accordance with the T-2 Rate Schedule and at rates and charges set forth in the T-2 Rate Schedule.
2. Energy and any Ancillary Services must be scheduled on approved transmission requests in accordance with the TSRPP.
3. The Transmission Customer shall communicate with NPPD to facilitate daily scheduling of energy and any Ancillary Services required under this Agreement. Schedules crossing NPPD's control area boundaries shall be in whole megawatt increments. Schedules entirely within NPPD control area shall be scheduled in tenths of megawatt increments (000.0 MWs).

ARTICLE VI
TRANSMISSION RESERVATION AND CONFLICT RESOLUTION

1. The description of each transmission reservation shall be made by the Transmission Customer at the time the reservation is agreed to and shall be documented on the NPPD page on OASIS.
2. Each transmission reservation and this Agreement shall constitute and shall be read and construed together as a single integrated and unified contract. Any conflict between the terms of this Agreement and the transmission reservation not reasonably capable of reconciliation shall be governed by this Agreement.

ARTICLE VII
COMPENSATION

1. For any Transmission Service provided to Transmission Customer under this Agreement, NPPD will charge and bill Transmission Customer and Transmission Customer will pay NPPD in accordance with the rate and charge provisions of the T-2 Rate Schedule.

ARTICLE VIII
BILLING AND PAYMENTS

1. All billing for Transmission Service shall be delivered monthly by NPPD to Transmission Customer as soon as reasonably practical after the end of the billing period, it being recognized that partial billing may be submitted in the event that portions of the billings may require additional time to prepare. All such billings, including partial billings, shall be due and payable by Transmission Customer within fifteen (15) calendar days from the date the billing is rendered, whether or not a Party disputes all or any portion of the billing. If such due date falls on a Saturday, Sunday or a holiday observed by either Party, the payment shall be due and payable on the next following business day. Billings shall be deemed rendered on the postmark date if deposited in first class mail with postage prepaid and shall be deemed rendered upon receipt if another means of delivery is used. All billing shall be deemed paid on the postmark date if deposited in first class mail with postage prepaid and shall be deemed paid upon receipt if another means of delivery is used.
2. In the event Transmission Customer fails to make a payment of a billing when due and payable for any reason Transmission Customer shall pay interest thereon to NPPD. Such interest shall accrue and be compounded daily on any unpaid amount, from the date due until the date upon which payment is made, using for each day the lowest United States prime rate of interest published on that day (or the last previous publication day if not published on that day) in the money rates section of the Wall Street Journal. Each such daily interest calculation shall be on the basis of actual days and a three hundred sixty-five (365) day calendar year. The Parties agree that this paragraph shall not be a defense to any action to compel payment of a billing or for a determination of default or termination.
3. If Transmission Customer fails to pay all or any portion of any billing described in this Article, NPPD shall have the right to terminate Transmission Service and Transmission Customer will be prohibited from making any additional reservations for Transmission Service. Such Transmission Service shall not be resumed until the bill is paid in full and creditworthiness reestablished as determined to the satisfaction of NPPD.
   

ARTICLE IX
RECORDS AND ACCOUNTING

1. From time to time, either Party shall make available to the other Party such books, records, estimates, reports and information as reasonably requested in respect of any matter relating to or arising out of this Agreement as may reasonably be required for the proper performance or establishing proper performance of this Agreement.

ARTICLE X
GENERAL

1. In no event shall a Party be liable to the other Party for any indirect, consequential, incidental, economic, punitive or similar damages arising from, related to or in any way connected with this Agreement or Transmission Service reserved, scheduled or provided hereunder.
2. Any waiver at any time by the other Party of its rights with respect to a default or breach under this Agreement shall not be deemed a waiver with respect to any other default or breach or other matter arising in connection herewith. Any delay short of the statutory period of limitation in asserting or enforcing any right shall not be deemed a waiver of such right.
3. The Parties will exercise reasonable diligence and care to meet their respective contract obligations and duties. Neither Party to the Agreement shall be considered to be in default in performance of any of its obligations under the Agreement, except the obligation to make payment for service actually provided and billed as specified in Article VIII Billing and Payments, when a failure of performance shall be due to a Force Majeure. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under the Agreement by reason of a Force Majeure shall provide oral or electronic notice of said Force Majeure to the other Party within 24 hours of the occurrence giving rise to the claim of the Force Majeure, provide written notice within 3 working days thereafter and use reasonable diligence to remove such Force Majeure with all reasonable dispatch. Should the Force Majeure exist for a period of three consecutive months, the Party not claiming the Force Majeure may cancel the Transmission Service by providing a thirty-day written notice at the conclusion of the three month period. NPPD shall have the right to utilize by sale or otherwise any Transmission Services subject to Transmission Customer’s declaration of a Force Majeure claim until such time as the Force Majeure is removed or cured.
4. The Transmission Customer shall not assign, sell, convey or otherwise transfer this Agreement or any transmission reservation, or any of its rights or obligations there under, without prior express written consent of NPPD. The assignee or other transferee shall assume all duties and obligations arising from and after the time of the consent to transfer by NPPD, but such assignment or transfer shall not release the assigning or transferring Transmission Customer from its duties and obligations unless specifically provided in the written consent and in the assignment, conveyance or transfer document. All duties and obligations arising prior to the assignment or transfer shall remain the duty and obligation of the Transmission Customer unless the Parties specifically agree otherwise in writing.
5. This Agreement is entered into under and shall be governed and construed by the laws of the State of Nebraska, and any legal action on or arising out of this Agreement shall be commenced and maintained only in courts in the State of Nebraska.
6. Any modification, supplement or amendment of the provisions of this Agreement shall not be valid and effective unless contained in a writing signed by the Parties.

ARTICLE XI
CREDITWORTHINESS AND FINANCIAL RESPONSIBILITY

1. The Transmission Customer shall provide information regarding creditworthiness and financial responsibility in accordance with NPPD’s Creditworthiness Policy, as it may be revised and in effect by NPPD from time to time. Refer to the NPPD page on OASIS to view the policy online.
2. In the event NPPD determines in its sole discretion that the creditworthiness or financial condition of a Transmission Customer is unsatisfactory to NPPD at any time during which the Transmission Customer has a Transmission Service Agreement in effect, NPPD has the right to demand that Transmission Customer provide Adequate Assurance of Performance to NPPD to secure the performance of obligations and payment of liabilities by Transmission Customer, before further Transmission Service is provided. Adequate Assurance of Performance shall mean sufficient financial security with a form, content, amount, duration, and issuer acceptable to NPPD, including but not limited to a standby irrevocable letter of credit, a prepayment, a security interest in an asset, an escrow account, a performance bond or guaranty.
3. In the event Transmission Customer shall (i) make an assignment or any general arrangement for the benefit of creditors; (ii) default in the payment or performance of any obligation or liability to NPPD under such Agreement or any other contract; (iii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iv) otherwise become bankrupt or insolvent, however evidenced; (v) be unable to pay its debts as they fall due;(vi) have a receiver, liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vii) receive a downgrade of its credit rating from either Standard & Poor’s or Moody’s Investors Service to below investment grade, or (viii) fail to give Adequate Assurance of Performance to NPPD for its obligations and liabilities under this Agreement within forty-eight (48) hours (not counting Saturdays, Sundays or federal bank holidays) of such a demand by NPPD; then NPPD shall have the right in its sole discretion to withhold or suspend Transmission Service or terminate this Agreement immediately, without prior notice, in addition to any and all other remedies available hereunder or pursuant to law.

ARTICLE XI
NOTICES, CORRESPONDENCE, BILLING AND PAYMENTS

1. Any notices, billings, payments and other communications related to this Agreement shall be given in writing and sent by mail, postage prepaid, national express delivery service or by electronic communication. A Party may change its address or the person to which notices, billings or payments are to be sent by providing written notice of such change to the other Party.

[Company Name]
NOTICES/CORRESPONDENCE	BILLINGS
[Company Name]	[Company Name]
[Notice Contact Title]	[Billing to Attention of]
[Notice Address]	[Billing Address]
[Notice City, State Zip]	[Billing City, State Zip]

 

NEBRASKA PUBLIC POWER DISTRICT
NOTICES/CORRESPONDENCE	PAYMENTS

[Company Name]	[Company Name]	[Bank Name and Account No. for Electronic Transfer Payments]
[Notice Contact Title]	[Payment to Attention of]
[Notice Address]	[Payment Address]
[Notice City, State Zip]	[Payment City, State Zip]

NPPD shall have the right to require payment by electronic transfer.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and effective the day and year first above written.

NEBRASKA PUBLIC POWER DISTRICT	[Company Name]
By: _________________________________	By: _________________________________
Title: ________________________________	Title: ________________________________
Date: ________________________________	Date: ________________________________

 

To execute this contract, please fill out and submit the following information. In addition, we also need to have a Credit Review Form on file and approved prior to conducting business transactions.

	Company Information:
Company Name:
Company Abbreviation:
TSIN Registered Acronym:
Corporate Status, if applicable:

	Send Transmission-Related Documents to:
Company Name:
Notice Contact (Individual) Name:
Notice Address:
Notice City, State and Zip:

	Send Billing Information To:
Company Name:
Individual Name:
Billing Address:
Billing City, State and Zip:

	Person Who Is Submitting This Form:
Individual Name:
Title:
Company:
Address:
Phone Number:
E-mail Address: