Balance of Plant EPC Agreement USA

ATTACHMENT 2

BOP EPC

12926542.4

BALANCE OF PLANT

ENGINEERING, PROCUREMENT, AND CONSTRUCTION AGREEMENT

by and between

CONSUMERS ENERGY COMPANY,

as Owner

and

WHITE CONSTRUCTION, INC.

as Contractor

for the

LAKE WINDSTM ENERGY PARK

Dated as of November 10, 2010

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITION OF TERMS AND INTERPRETATION .................................... 1

Section 1.1 Definitions. ............................................................................................... 1 Section 1.2 Rules of Interpretation. .......................................................................... 13 Section 1.3 Conflicting Provisions. .......................................................................... 14

ARTICLE 2 CONTRACTOR OBLIGATIONS ..................................................................... 15

Section 2.1 Contractor’s Performance Obligations................................................... 15 Section 2.2 Deliverables. .......................................................................................... 16 Section 2.3 Contractor’s Key Personnel. .................................................................. 17 Section 2.4 Books and Records, Tax Accounting. .................................................... 18 Section 2.5 Subcontractors and Suppliers. ................................................................ 18 Section 2.6 Cooperation Regarding Commercial Operation. ................................... 19 Section 2.7 Taxes and Customs Duties. .................................................................... 19 Section 2.8 Removal of Hazardous Materials. .......................................................... 20 Section 2.9 Security for Performance of the Work. .................................................. 21 Section 2.10 Construction Liens. ................................................................................ 22 Section 2.11 Schedule. ................................................................................................ 22 Section 2.12 Owner’s Right to Accelerate the Work. ................................................. 22 Section 2.13 Damage to Real Property. ...................................................................... 23 Section 2.14 Land Owner or Occupant Relationships. ............................................... 23 Section 2.15 Emergencies. .......................................................................................... 23 Section 2.16 Safety. .................................................................................................... 24 Section 2.17 Inspection /Right of Access. .................................................................. 26

ARTICLE 3 CONTRACT PRICE AND PAYMENT TERMS ............................................. 27

Section 3.1 Contract Price . ....................................................................................... 27 Section 3.2 Payment of Contract Price. .................................................................... 28 Section 3.3 Right to Offset. ....................................................................................... 28 Section 3.4 Payment of Change Orders. ................................................................... 28 Section 3.5 Invoicing and Payments. ........................................................................ 28 Section 3.6 Retainage. ............................................................................................... 29 Section 3.7 Payment or Use Not Acceptance. .......................................................... 29 Section 3.8 Certified Michigan Content. .................................................................. 29 Section 3.9 Allocation of Cost to Owners Property Records. ................................... 30

ARTICLE 4 CONDITIONS PRECEDENT; NOTICE TO PROCEED; ETC. ................... 30

Section 4.1 Conditions Precedent to Contract .......................................................... 30 Section 4.2 Limited Notice to Proceed. .................................................................... 30 Section 4.3 Project Site Plan. .................................................................................... 31

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ARTICLE 5 CHANGE ORDERS ............................................................................................ 31

Section 5.1 Changes in the Work. ............................................................................. 31 Section 5.2 Change Process. ..................................................................................... 31

ARTICLE 6 TURBINE FOUNDATION GROUP COMPLETION, SUBSTATION COMPLETION, COLLECTION SYSTEM CIRCUIT COMPLETION, TURBINE MECHANICAL COMPLETION, OPERATIONS AND MAINTENANCE BUILDING COMPLETION, AND SUBSTANTIAL COMPLETION ........................................................... 32

Section 6.1 Time is of the Essence. .......................................................................... 32 Section 6.2 Turbine Foundation Group Completion. ................................................ 32 Section 6.3 Substation Completion. .......................................................................... 33 Section 6.4 Collection System Circuit Completion. ................................................. 34 Section 6.5 Turbine Mechanical Completion. .......................................................... 35 Section 6.6 Operations and Maintenance Building Completion. .............................. 36 Section 6.7 Substantial Completion. ......................................................................... 36 Section 6.8 Owner Dispute & Acceptance of Completion Certificates. ................... 37 Section 6.9 Punch List. ............................................................................................. 38

ARTICLE 7 FINAL COMPLETION ...................................................................................... 38

Section 7.1 Final Completion. .................................................................................. 38

ARTICLE 8 DELAYS, DELAY LIQUIDATED DAMAGES, AND OBLIGATIONS TO MITIGATE DAMAGES ............................................................................ 39

Section 8.1 Guaranteed Completion Dates. .............................................................. 39 Section 8.2 Delay Liquidated Damages. ................................................................... 39 Section 8.3 Delay Liquidated Damages Not a Penalty. ............................................ 41

ARTICLE 9 LIMITATION OF LIABILITY ......................................................................... 41

Section 9.1 Consequential Damages. ........................................................................ 42

ARTICLE 10 FORCE MAJEURE........................................................................................... 42

Section 10.1 Force Majeure. ....................................................................................... 42 Section 10.2 Wind Days. ............................................................................................ 45 Section 10.3 Geotechnical Conditions. ....................................................................... 45

ARTICLE 11 WARRANTIES .................................................................................................. 46

Section 11.1 Warranty of Title. ................................................................................... 46 Section 11.2 Warranty. ............................................................................................... 46

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ARTICLE 12 TITLE AND RISK OF LOSS ........................................................................... 48

Section 12.1 Passage of Title. ..................................................................................... 48 Section 12.2 Risk of Loss ........................................................................................... 49

ARTICLE 13 INSURANCE...................................................................................................... 49

Section 13.1 Insurance. ............................................................................................... 49

ARTICLE 14 DEFAULT AND TERMINATION; SUSPENSION ...................................... 50

Section 14.1 Defaults. ................................................................................................. 50 Section 14.2 Owner’s Option to Cure an Event of Default. ....................................... 51 Section 14.3 Event of Default Remedies. ................................................................... 52 Section 14.4 Termination for Convenience by Owner. .............................................. 53 Section 14.5 Suspension ............................................................................................. 54

ARTICLE 15 INDEMNIFICATION ....................................................................................... 54

Section 15.1 General Indemnification. ....................................................................... 54 Section 15.2 Infringement Claims. ............................................................................. 55 Section 15.3 Survival. ................................................................................................. 55

ARTICLE 16 CONTRACTOR REPRESENTATIONS AND WARRANTIES .................. 56

Section 16.1 Representations and Warranties. ............................................................ 56

ARTICLE 17 INTELLECTUAL PROPERTY RIGHTS ...................................................... 57

Section 17.1 Title to Scope of Work and Deliverable. ............................................... 57 Section 17.2 Confidential Information. ...................................................................... 57

ARTICLE 18 DISPUTE RESOLUTION ................................................................................ 57

Section 18.1 Dispute Resolution. ................................................................................ 57 Section 18.2 Continuation of Work. ........................................................................... 58 Section 18.3 Jurisdiction and Venue. .......................................................................... 58

ARTICLE 19 MISCELLANEOUS .......................................................................................... 58

Section 19.1 Notice. .................................................................................................... 58 Section 19.2 Governing Law. ..................................................................................... 59 Section 19.3 Independent Contractor. ......................................................................... 59 Section 19.4 No Rights in Third Parties. .................................................................... 59 Section 19.5 Assignment. ........................................................................................... 60 Section 19.6 Incorporation by Reference. ................................................................... 60 Section 19.7 Entire Agreement. .................................................................................. 60

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Section 19.8 Amendments. ......................................................................................... 60 Section 19.9 Severability. ........................................................................................... 60 Section 19.10 Drafting Ambiguities. ............................................................................ 60 Section 19.11 Waiver of Breach. .................................................................................. 60 Section 19.12 Survival. ................................................................................................. 60 Section 19.13 Owner’s Right to Audit. ......................................................................... 60 Section 19.14 Personal Risk Assessment and Cyber Security Access. ........................ 61 Section 19.15 Project Site and Job Site Conditions. ..................................................... 61 Section 19.16 Ethics and Compliance. ......................................................................... 63 Section 19.17 Captions. ................................................................................................ 63 Section 19.18 Counterparts. .......................................................................................... 63

12926542.4

LIST OF EXHIBITS:

(In Separate Volume)

Exhibit A Scope of Work

Exhibit A-1 Division of Responsibility Matrix Exhibit A-2 Project Site Layout Exhibit A-3 Project Site Flow Plan Exhibit A-4 Easements and Special Land Owner Agreements; Restrictions on

Contractor Land Use Exhibit A-5 Intentionally Omitted Exhibit A-6 Project Aerial Surveys Exhibit A-7 Meteorological Tower Coordinates (Later) Exhibit A-8 Geotechnical Studies Exhibit A-9 SCADA Diagram Exhibit A-10 SCADA Points List Exhibit A-11 Collection Substation One-line Diagram Exhibit A-12 Substation General Arrangement Plan Exhibit A-13 Substation Structural Elevation

Exhibit A-14 Standard HVD Control House Electrical Layout

Exhibit B Owner Supplied Equipment

Exhibit B-1 Selected Portions of Turbine Purchase Agreement (TPA) Exhibit B-2 Selected Portions of Substation Transformer Specifications

Exhibit C List of Owner Permits and Contractor Permits

Exhibit D Interconnection Requirements

Exhibit E Project Milestone Schedule

Exhibit F Milestone Payment Schedule

Exhibit G Intentionally Omitted

Exhibit H Form of Change Order Request

Exhibit I Intentionally Omitted

Exhibit J Intentionally Omitted

Exhibit K Contractor’s Rate Schedule

Exhibit L Form of Turbine Foundation Group Completion Certificate

Exhibit M Form of Turbine Mechanical Completion Certificate

Exhibit N Form of Substation Completion Certificate

Exhibit O Form of Collection System Circuit Completion Certificate

Exhibit P Form of Civil Works Completion Certificate

Exhibit Q Form of Substantial Completion Certificate

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Exhibit R Operations and Maintenance Building Completion Certificate (Optional)

Exhibit S Insurance Requirements

Exhibit T Guaranteed Completion Dates

Exhibit U Records Format

Exhibit V Form of Job Book

Exhibit W-1 CSS 734 Partial Unconditional Waiver

Exhibit W-2 CSS 735 Full Unconditional Waiver

Exhibit W-3 CSS 0651 A – Vendor Payment – Financial EDI Transactions

Exhibit W-4 CSS 0417A – Contractor Requirements – Hazardous Chemicals

Exhibit W-5 Third Party Ethics and Compliance Guidelines

Exhibit W-6 Supplemental W9 Form

Exhibit W-7 CSS 733 Sworn Statement

Exhibit X Approved Subcontractors and Major Suppliers

Exhibit Y Intentionally Omitted

Exhibit Z QA/QC Program

Exhibit AA Affidavit of Michigan Equipment, Materials, and Labor

Exhibit BB Environmental Plan

Exhibit CC Key Personnel

Exhibit DD Meetings, Schedule, and Progress Reports

Exhibit EE Deliverables List

Exhibit FF Request for Information Form

Exhibit GG Wind Day Reporting Form

Exhibit HH Sample Warranty Claim Form

Exhibit II Permanently Installed Materials not Claimed as Sales/Use Tax Exempt

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BALANCE OF PLANT ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

This BALANCE OF PLANT ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”) is made and entered into as of November 10, 2010 (the “Effective Date”), by and between CONSUMERS ENERGY COMPANY, a Michigan corporation (“Owner”), and WHITE CONSTRUCTION INC., an Indiana corporation (“Contractor”).

WHEREAS, Owner is developing a wind-powered electric generation facility to be located in Mason County, Michigan.

WHEREAS, Contractor has represented that it is experienced and qualified in providing design, engineering, technical assistance, procurement, supply, construction management, construction, installation, start-up and testing services, and that it possesses the expertise and resources to complete the Work (as defined herein).

WHEREAS, Owner wishes to engage Contractor, and Contractor wishes to be engaged, to design, engineer, provide technical assistance, procure, supply, manage, construct, install, start-up, and test the Balance of Plant (as defined herein), on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein the Parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1 DEFINITION OF TERMS AND INTERPRETATION

Section 1.1 Definitions. Whenever used in this Agreement, the following terms shall have the following respective meanings:

“Agreement” has the meaning set forth in the introductory paragraph hereof and includes all exhibits and schedules attached hereto.

“As-Built Drawings” means final drawings that accurately reflect the “actual” physical condition of a system, structure or component as constructed and installed.

“Balance of Plant” or “BOP” means everything to be furnished, supplied, or otherwise in any manner done by the Contractor in the Work, including all permanent equipment and materials and other items incorporated (or to be incorporated) in the Project, except only for the procurement of Owner Supplied Equipment (but expressly including installation, erection, and everything else to be done by the Contractor in connection with Owner Supplied Equipment as part of the Work as defined herein).

“Balance of Plant Performance Tests” means the performance tests with respect to the Balance of Plant described in, and performed in accordance with, Exhibit A.

“BOP Spare Parts” means spare parts with respect to the Balance of Plant equipment.

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“BOP Vendor Manual” means each operations manual and data sheets with respect to the Balance of Plant to be provided by Contractor or a Supplier or Subcontractor, each of which shall be attached as part of Exhibit A and which manuals shall include among other things the general operating characteristics and requirements as well as all operations and maintenance procedures for all components and/or systems included in the Balance of Plant, as typically provided by such Subcontractors and Suppliers in accordance with Good Utility Industry Practices and Prudent Wind Industry Practices. For the avoidance of doubt, the inclusion of the BOP Vendor Manuals shall not relieve Contractor of any obligation to insure that such BOP Vendor Manuals conform to the requirements of this Agreement, including the Scope of Work.

“Business Day” means every day other than a Saturday, Sunday or a day on which banking institutions are required or permitted to be closed in the State of Michigan.

“Certified Michigan Content” means Certified Michigan Equipment and/or Certified Michigan labor, as applicable.

“Certified Michigan Equipment” means the cost to the Owner under this Agreement of all equipment and materials manufactured or assembled in the State of Michigan as incorporated into the Work.

“Certified Michigan Labor” means the number of labor hours attributed to the construction at the Project Site performed by residents of the State of Michigan.

“Change Order” means a written order issued in accordance with the provisions of ARTICLE 5, agreed to and signed by Owner and Contractor.

“Collection System Circuit” means the permanent electrical and communications infrastructure required to transmit energy and SCADA data between each Turbine and the Collection System Substation or to the SCADA control panel as appropriate, in accordance with the Scope of Work and the Turbine Specifications. A Collection System Circuit includes for each Turbine, underground (and/or overhead if expressly specified in this Agreement) collection system cables, splices, grounding transformers, junction boxes, disconnect switches, breakers and other equipment as necessary between the Turbine and the medium voltage bus in the Collection System Substation. For communications infrastructure purposes, each Collection System Circuit shall include fiber optic cable and all other associated equipment necessary to transmit performance and operating data from each Turbine to the SCADA control panel. Each Collection System Circuit, including each Turbine associated therewith, is further described in the Scope of Work.

“Collection System Circuit Completion” means, for each Collection System Circuit, the satisfaction of all of the requirements set forth in Section 6.4(a).

“Collection System Circuit Completion Certificate” means a certificate from Contractor to Owner, substantially in the form of Exhibit O, issued in accordance with Section 6.4(b), that the requirements for Collection System Circuit Completion for a Collection System Circuit have been satisfied.

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“Collection System Circuit Completion Delay Damages” means the liquidated damages payable pursuant to the terms set forth in Section 8.2(c).

“Collection System Substation” means the substation (including the transformers, breakers, structures, control building, metering, and other power conditioning components), located as shown in Exhibit A-2.

“Compensable Crane Wind Day Extension” has the meaning set forth in Section 10.2.

“Completion Certificate” means a Turbine Foundation Group Completion Certificate, Substation Completion Certificate, Collection System Circuit Completion Certificate, Turbine Mechanical Completion Certificate, Operations and Maintenance Building Completion Certificate (if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A), and Substantial Completion Certificate, as applicable.

“Confidential Information” has the meaning set forth in Section 17.2.

“Construction Schedule” means the schedule for performing the Work, which shall be consistent with the Project Milestone Schedule, which is to be developed and agreed upon pursuant to the Agreement.

“Contractor” has the meaning set forth in the first paragraph hereof.

“Contractor Event of Default” has the meaning set forth in Section 14.1.

“Contractor Permits” means the Permits that Contractor is required to secure for the performance of the Work as listed on Exhibit C.

“Contractor Responsible Roads” means:

(a) with respect to all matters of deliveries by Turbine Supplier of Turbines or components of Turbines (or any other equipment to be supplied by the Turbine Supplier), Contractor Responsible Roads means public roads and highways within the Project Site (excluding Project Site boundary roads) as shown on Exhibit A-3, and any private roads or access drives running from the just mentioned public roads and highways to specific Job Sites or to an Owner designated storage location or laydown area within the Project Site; and

(b) with respect to all matters necessary for the performance and completion of the Work under this Agreement, Contractor Responsible Roads means all public roads and highways, wherever located, needed for or relevant to deliveries and access to Job Sites and any other Work locations, and any private roads or access drives running from the just mentioned public roads and highways to specific Job Sites or other Work locations.

“Contract Price” has the meaning set forth in Section 3.1.

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“Crane Wind Day” is a term sometimes used herein to refer generally to either or both of a “Crane Full Wind Day” or a “Crane Half Wind Day”, each as hereinafter defined in this paragraph. “Crane Full Wind Day” means a day during which high wind speeds (as set forth in the table below) actually and demonstrably prevent the performance by Contractor of Turbine erection Work utilizing a particular Main Erection Crane, provided that the effect thereof has an adverse effect on the critical path of Contractor’s Work; it being further expressly understood that a Crane Full Wind Day may only occur on a day when: (a) at least ten (10) hours of Turbine erection work is scheduled to be performed utilizing a particular Main Erection Crane; (b) sustained wind speeds at the levels defined in the table below or greater, as measured by the anemometer at the top of the crane boom performing the affected activity, are being experienced at the applicable Job Site; and (c) such winds actually prevent Contractor from performing Turbine erection activities at the Job Site utilizing the applicable Main Erection Crane for at least an aggregate of seven and one half (7-1/2) hours within such scheduled ten (10)- hour workday. A “Crane Half Wind Day” has the identical definition as set forth in the immediately preceding sentence, except only that, with respect to clause “(c)” of the immediately preceding sentence, such winds actually prevent Contractor from performing Turbine erection activities at the Job Site utilizing the applicable Main Erection Crane for at least an aggregate of five (5) hours within such scheduled ten (10)-hour workday. The foregoing definitions of “Crane Full Wind Day” and “Crane Half Wind Day” are further subject to the conditions that (i) Contractor has provided to Owner at least twenty-four (24) hours’ notice of the scheduled work day hours, (ii) Contractor provides to Owner a Wind Delay Reporting Form, substantially in the form of Exhibit GG, on the Business Day following the applicable Crane Full Wind Day or Crane Half Wind Day, and (iii) if, for whatever reason, Contractor is at any time utilizing more than two (2) Main Erection Cranes in the Work, no Crane Full Wind Day or Crane Half Wind Day will be deemed to occur with respect to more than two (2) cranes on any particular calendar day and no Crane Full Wind Day or Crane Half Wind Day will occur as long as two (2) Main Erection Cranes are not experiencing the above conditions, and further, as long as one (1) Main Erection Crane is not experiencing the above conditions no more than one (1) Crane Full Wind Day or Crane Half Wind Day will be counted no matter how many other Main Erection Cranes are experiencing such conditions. Notwithstanding the Contractor’s submission of a Wind Delay Reporting Form, a Crane Full Wind Day or Crane Half Wind Day will be deemed to have occurred only upon the Owner’s review of such Wind Delay Reporting Form and any related data that the Owner deems appropriate, and Owner has provided written concurrence to the Contractor that a Crane Full Wind Day or Crane Half Wind Day has occurred. Work scheduled for Saturdays or Sundays that may be delayed by wind shall nonetheless not be eligible to qualify as either a Crane Full Wind Day or a Crane Half Wind Day. For the avoidance of doubt, the following chart is not intended to imply that the described activity may be safely performed in all weather conditions when the applicable wind speeds are less than the below stated speeds, it being understood that Contractor shall at all times be responsible for the safe performance of the Work.

Activity Wind Speed (mph)

Installation of Base or Mid Tower Section [25]

Installation of Top Tower Section or Nacelle [22]

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Installation of Blades [22]

Installation work required in Nacelle to achieve Turbine Mechanical Completion

[30]

“Crane Wind Day Extension” has the meaning set forth in Section 10.2.

“Customs Duties” means all import taxes, import duties, custom duties and other similar charges.

“Delay Liquidated Damages” means Turbine Foundation Group Completion Delay Damages, Substation Completion Delay Damages, Collection System Circuit Completion Delay Damages, Turbine Mechanical Completion Delay Damages, Operations and Maintenance Building Completion Delay Damages (if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A), and/or Substantial Completion Delay Damages, as applicable.

“Deliverables List” means the list of drawings and other documents set forth in Exhibit EE to be delivered by Contractor to Owner pursuant to this Agreement.

“Delivery Completion Date” means, as to each Turbine, the day that all components of a complete Turbine that is capable of Mechanical Completion have been delivered by the Turbine Supplier to the Job Site.

“Demurrage Schedule” means the schedule detailing the unloading requirements with respect to all equipment as included in Exhibit B-1.

“Direct Costs” means Contractor’s actual and verifiable cost of labor, support labor, material, equipment, services, tools, supplies, subcontracts, Project Site and Job Site facilities, utilities, and Project Site staffing necessary to perform the Work.

“Dispute” has the meaning set forth in Section 18.1.

“Dollars” means Dollars of the United States of America.

“Easements and Special Land Owner Agreements” mean the easements and other land owner agreements identified in Exhibit A-4.

“Effective Date” has the meaning set forth in the first paragraph hereof.

“Energization”, “Energized” or “Energizing” means the electrical energization of the Collection System Substation, Collection System Circuit, Turbine, or other applicable component of the Project, to enable the delivery of energy from the Turbines to the Point of Interconnection, at rated capacity and otherwise in accordance with the intended design of all such facilities.

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“Final Completion” means the satisfaction of all of the requirements set forth in Section 7.1.

“Final Completion Date” means the date on which Final Completion occurs.

“Force Majeure” has the meaning set forth in Section 10.1.

“Geotechnical Studies” means the geotechnical and soil studies performed for the Project Site and attached hereto as Exhibit A-8.

“Good Utility Industry Practices” means the practices, methods, and acts (including, but not limited to, the practices, methods, and acts engaged in or approved by a significant portion of the electric utility industry) that, at a particular time, in the exercise of reasonable professional judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with applicable Law, ISO Requirements, regulation, codes, industry standards, equipment manufacturer’s recommendations, reliability, safety, environmental protection, economy, and expedition. With respect to the Project, Good Utility Industry Practice(s) include, but are not limited to, taking reasonable steps to ensure that:

(a) Contractor or Subcontractor or Supplier provided equipment, materials, resources, and supplies are available to meet the Project’s needs;

(b) Contractor or Subcontractor or Supplier provided equipment will function properly under both normal design conditions and any reasonably foreseeable emergency conditions at the Project Site;

(c) appropriate monitoring and testing are performed to ensure Contractor or Subcontractor or Supplier provided equipment is functioning as designed; and

(d) Contractor or Subcontractor or Supplier provided equipment is not commissioned and tested in a negligent manner, or in a manner unsafe to workers, the general public, or in violation of environmental Laws or without regard to defined limitations such as flood conditions, safety inspection requirements, operating voltage, current, volt-ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and/or control system limits.

“Governmental Authority” means any federal, state, local, municipal or other governmental, regulatory, administrative, judicial, public or statutory instrumentality, court or governmental tribunal, agency, commission, authority, body or entity having legal jurisdiction over the matter or Person in question.

“Grounding Grid” means a grounding grid meeting the requirements set forth in the Scope of Work.

Guaranteed Completion Dates” means the Guaranteed Turbine Foundation Group Completion Dates, the Guaranteed Substation Completion Date, the Guaranteed Collection System Circuit Completion Dates, the Guaranteed Turbine Mechanical Completion Dates, and

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the Guaranteed Operations and Maintenance Building Completion Date (if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A).

“Guaranteed Collection System Circuit Completion Date” means, for each Collection System Circuit, the date set forth on Exhibit T.

“Guaranteed Operations and Maintenance Building Completion Date” means the date identified as such in Exhibit T (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A).

“Guaranteed Substation Completion Date” means the date identified as such in Exhibit T.

“Guaranteed Turbine Foundation Group Completion Date” means, for each Turbine Foundation Group, the date identified as such in Exhibit T.

“Guaranteed Turbine Mechanical Completion Date” means, for each Turbine, the date set forth on Exhibit T; provided, that any such date will be extended for one (1) day for each day by which the Delivery Completion Date of the applicable Turbine is later than fifteen (15) days before the applicable Guaranteed Turbine Mechanical Completion Date for that Turbine set forth on Exhibit T.

“Hazardous Materials” means (i) any chemicals, materials, substances, or wastes which are now or hereafter defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic substance,” “extremely hazardous substance,” “pollutant,” “contaminant,” or words of similar import under any Applicable Law; (ii) any petroleum, petroleum products (including crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas useable for fuel (or mixtures of natural gas and such synthetic gas), or oil and gas exploration or production waste, polychlorinated biphenyls, asbestos-containing materials, mercury, urea formaldehyde insulation, radioactivity and lead-based paints or any other substance that has been contaminated, polluted or made toxic; and (iii) any other chemical, material, substances, waste, or mixture thereof which is prohibited, limited, or regulated pursuant to, or that could reasonably be expected to give rise to liability under, any applicable Law.

“Independent Engineer” means an engineering consulting firm designated by Owner, or any successor engineering consulting firm designated by Owner.

“Installation Manual” means each installation manual with respect to the Balance of Plant to be provided by Contractor or a Supplier or Subcontractor, each of which shall be attached as part of Exhibit A when completed. For the avoidance of doubt, the inclusion of the Installation Manuals shall not relieve Contractor of any obligation to insure that such Installation Manuals conform to the requirements of this Agreement, including the Scope of Work as attached hereto as of the Effective Date.

“Interconnection Requirements” means the Interconnection Requirements attached hereto as Exhibit D.

“ISO” means the Midwest Independent Transmission System Operator.

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“ISO Requirements” means the ____ Operating Guides, ____ Metering Guidelines, ISO Generation Interconnection Procedures, _____ Protocols as well as any other documents adopted by the ISO relating to the interconnection and operation of generators and transmission systems in the ISO as amended from time to time, and any successors thereto.

“Job Book” means a manual prepared by Contractor and approved by Owner containing all Contractor (and Subcontractor and Supplier) engineering, design, purchasing and other information relating to the Work, including the information described in Exhibit V.

“Job Site” means, as to each individual Turbine, the specific location, within the overall Project Site, at which that Turbine is to be installed. A list of the Owner’s presently contemplated Job Sites is set forth in Exhibit A-5, which shall be subject to revision by the Owner pursuant to Section 4.3.

“Land Owner or Occupant” mean a Person from whom Owner has obtained an Easement and/or Other Special Land Owner Agreement, and such Person’s successors and assigns, and their family members, licensees, invitees and lessees, if any, who may from time to time occupy or be present on the Project Site.

“Late Completion Notice” has the meaning set forth in Section 8.2(f).

“Laws” means all laws, treaties, ordinances, statutes, judgments, injunctions, decrees, orders, writs, rules, regulations and interpretations, in effect as of or at anytime after the Effective Date, of any Governmental Authority having jurisdiction over the actions of Contractor, the Project Site, all or any portion of the Project, the performance of the Work, this Agreement and each other document, instrument and agreement delivered or to be delivered hereunder or in connection herewith.

“LNTP” means a Limited Notice to Proceed issued by Owner pursuant to Section 4.2.

“LNTP Date” means the date of the LNTP, if any, issued by Owner.

“Main Erection Crane” means a crane used to erect mid Tower sections, top Tower sections, nacelles, hubs and blades.

“Major Supplier” means any Supplier that will supply any materials, supplies, parts or equipment for or in connection with the Work having an aggregate value in excess of

).

“Milestone” means each Milestone designated as such in the Project Milestone Schedule.

“Milestone Date” means each date associated with a Milestone as designated in the Project Milestone Schedule.

“Milestone Payment Schedule” means the milestone payment schedule attached hereto as Exhibit F.

“MPSC” means the Michigan Public Service Commission.

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“Notice of Final Completion” means a notice from Owner to Contractor issued in accordance with Section 7.1, that the requirements for Final Completion have been satisfied.

“Notice to Proceed” has the meaning set forth in Section 4.1.

“Notice to Proceed Date” means the date of the Notice to Proceed.

“Operations and Maintenance Building Completion” means the satisfaction of all of the requirements set forth in Section 6.6(a) (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A).

“Operations and Maintenance Building Completion Certificate” means a certificate from Contractor to Owner, substantially in the form of Exhibit R, issued in accordance with Subsection 6.6(b), that the requirements for Operations and Maintenance Building Completion have been satisfied (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A).

“Operations and Maintenance Building Completion Delay Damages” means the liquidated damages payable pursuant to the terms set forth in Section 8.2(e) (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A).

“Owner” has the meaning set forth in the first paragraph hereof.

“Owner Contractors” means those Persons, other than Contractor, with whom Owner contracts to perform any work or services or provide any materials, supplies, parts, and equipment in connection with the Project (including Turbine Supplier), or their subcontractors or suppliers of any tier.

“Owner Permits” means the Permits that Owner is required to secure relating to the construction, ownership and operation of the Project as listed on Exhibit C.

“Owner Supplied Equipment” means the Turbines, and any other materials, parts, supplies and equipment that are to be supplied by Owner or any Owner Contractor, as expressly identified in Exhibit B.

“Party” or “Parties” means either or both, as the case may be, of the Owner and the Contractor.

“Permits” means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order of or from, or filing or registration with, or notice to, any Governmental Authority applicable to the performance of the Work or the construction, ownership, operation or maintenance of the Project, including the Balance of Plant.

“Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof.

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“Point of Interconnection” means, the point where the high voltage electrical output of the Project interconnects with the Owner’s Amber Substation, as more fully set forth in Exhibit A.

“Project” means Owner’s nominal 100 MW wind energy electric generation project located in Mason County, Michigan, commonly referred to as the Lake WindsTM Energy Park the approximate currently contemplated Project Site Boundaries being set forth in Exhibit A-2.

“Project Milestone Schedule” means the project Milestone schedule attached as Exhibit E.

“Project Site Boundaries” means the areas marked as such on Exhibit A-2, which shall be subject to revision by the Owner pursuant to Section 4.3.

“Project Site” means, collectively, the real property in Mason County, Michigan, that is more particularly described in the Site Plan attached as Exhibit A-2, which shall be subject to revision by the Owner pursuant to Section 4.3.

“Prudent Wind Industry Practices” means, with respect to Contractor, those practices, methods, specifications and standards of safety, performance, dependability, efficiency and economy generally recognized by industry members in the U.S., including wind generation owners, wind turbine generator suppliers, wind generation project construction contractors, and engineering firms, as good and proper, and such other practices, methods or acts which, in the exercise of reasonable judgment by those reasonably experienced in the industry in light of the facts known at the time a decision is made, would be expected to accomplish the result intended at a reasonable cost and consistent with applicable Laws, reliability, safety and expedition. Prudent Wind Industry Practices are not intended to be limited to the optimum practices, methods or acts to the exclusion of all others, but rather to be a spectrum of good and proper practices, methods and acts.

“PTC Qualifying Date” means the date by which a facility using wind to produce electricity must be originally placed in service in order to be considered a “qualified facility” that is eligible for the credits provided for in 26 U.S.C. § 45; that date currently being December 31, 2012.

“PTC Qualifying Minus Two Months Date” means the date falling two (2) months prior

to the PTC Qualifying Date; that date currently being October 31, 2012 (based on the PTC Qualifying Date currently being December 31, 2012)

“Punch List” means the list prepared by Contractor, and approved by Owner, in connection with the achievement of Substantial Completion identifying the non-material Work that remains to be completed following Substantial Completion that does not affect the safe and continuous operation of the Project or any part of the Project in accordance with Good Utility Industry Practices and Prudent Wind Industry Practices.

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“Punch List Holdback Amount” means the Final Completion Milestone payment shown on the Milestone Payment Schedule, which amount will not be paid until Final Completion including completion of all Punch List items and delivery of all As-Built Drawings.

“QA/QC Program” has the meaning set forth in Subsection 2.17(a).

“Retainage” has the meaning set forth in Section 3.6.

“Route Improvements” means:

(a) with respect to Contractor Responsible Roads as defined in clause (a) of the definition of that term: Any and all temporary or permanent physical modifications or improvements to, or construction of, such Contractor Responsible Roads; the acquisition of any necessary permits or approvals for the use of such Contractor Responsible Roads; and any other necessary measures related to the use, modification, construction or improvement of such Contractor Responsible Roads; that may be necessary or desirable for the making of deliveries by Turbine Supplier of Turbines or components of Turbines (or any other equipment to be supplied by the Turbine Supplier) to specific Job Sites or to an Owner designated storage location or laydown area within the Project Site; and

(b) with respect to Contractor Responsible Roads as defined in clause (b) of the definition of that term: Any and all temporary or permanent physical modifications or improvements to, or construction of, such Contractor Responsible Roads; the acquisition of any necessary permits or approvals for the use of such Contractor Responsible Roads, posting of any necessary bonds for the use, modification, construction, or improvement of such Contractor Responsible Roads, and any other necessary measures related to the use, modification, construction or improvement of such Contractor Responsible Roads; as may be necessary or desirable for, or relevant to deliveries and access to Job Sites and any other Work locations, or otherwise for the performance and completion of the Work under this Agreement.

Any “Route Improvements” under either clause (a) or (b) above consisting of repairs to or maintenance of or other work upon a public road or highway that the applicable county road commission or other Governmental Authority having jurisdiction requires to be done by its own crews, the responsibility for the applicable Route Improvements shall consist of making any necessary payment for such repairs, maintenance, or other work.

The Contractor understands that it shall perform all of its responsibilities under this Agreement associated with Route Improvements in accordance with the terms, conditions, limitations and requirements of any agreement regarding same that may be entered into between the Owner and the County Road Commission and/or any other Governmental Authorities having jurisdiction, as well as with all other requirements of this Agreement.

“Safety Plan” has the meaning set forth in Section 2.16(b).

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“SCADA” means the control and monitoring system, including central computer, remote PC system and ancillary communication terminals and cables installed in individual Wind Turbine Generator controllers, meteorological towers and the Collection System Substation, to be supplied and installed by the provider of the SCADA.

“Scope of Work” means the specifications and requirements for, and description of, the Balance of Plant and otherwise regarding the Work, as specified in Exhibit A.

“Senior Officer” has the meaning set forth in Section 18.1.

“Site Plan” means the design and layout for the Project set forth on Exhibit A-2, as same may be revised by the Owner pursuant to Section 4.3.

“Subcontract” means any contract, agreement, purchase order, or other agreement between Contractor and a Subcontractor (or between any Subcontractor and a lower tier Subcontractor) in respect of any of Contractor’s obligations hereunder with respect to the Project.

“Subcontractor” means a Person that has a Subcontract (at any tier) to perform a portion of the Work at the Project Site or in relation to any transportation to the Project Site; provided, however, that the term “Subcontractor” shall not include any Suppliers.

“Substantial Completion” means the satisfaction of all of the requirements set forth in Section 6.7(a).

“Substantial Completion Date” means the date on which Substantial Completion occurs.

“Substantial Completion Certificate” means certificate from Contractor to Owner, substantially in the form of Exhibit N, issued in accordance with Section 6.7(b), that the requirements for Substantial Completion have been satisfied.

“Substation Completion” means the satisfaction of all of the requirements set forth in Subsection 6.3(a).

“Substation Completion Certificate” means a certificate from Contractor to Owner, substantially in the form of Exhibit N, issued in accordance with Subsection 6.3(b), that the requirements for Substation Completion have been satisfied.

“Substation Completion Delay Damages” means the liquidated damages payable pursuant to the terms set forth in Subsection 8.2(b).

“Supplier” means any Person supplying materials or equipment to Contractor or to any Subcontractor for the Work, but who does not perform labor at the Project Site.

“Tower” means each steel tubular tower on which a Wind Turbine Generator’s nacelle shall be mounted, including all ladders, platforms, internal lighting, safety equipment and all parts, hardware and assemblies necessary for a complete turbine tower.

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“Turbine” means each of the fifty-six (56) wind turbine generators having a nameplate capacity of 1.8 MW, manufactured by Turbine Supplier, that are to be installed and erected under this Agreement, each including, among other components, the following: a Tower, a turbine nacelle, a set of three (3) blades, a hub, controller, control panels, switchgear, FAA lighting (where applicable), and anemometers, all as more particularly described in the Turbine Specifications.

“Turbine Foundation” means the foundation for each Turbine.

“Turbine Foundation Completion” has the meaning set forth in Subsection 6.2(a).

“Turbine Foundation Group Completion” means, for each Turbine Foundation Group, the satisfaction of all the requirements set forth in Subsection 6.2(a).

“Turbine Foundation Group Completion Certificate” means a certificate from Contractor to Owner, substantially in the form of Exhibit L, issued in accordance with Subsection 6.2(b), that the requirements for Turbine Foundation Group Completion for a Turbine Foundation Group have been satisfied.

“Turbine Foundation Group” means a grouping of five (5) or six (6) Turbine Foundations as set forth in Exhibit T.

“Turbine Mechanical Completion” for each Turbine, has the meaning set forth in Section 6.5(a).

“Turbine Mechanical Completion Certificate” means a certificate from Contractor to Owner, substantially in the form of Exhibit M, issued in accordance with Section 6.5(b), that the requirements for Turbine Mechanical Completion for a Turbine have been satisfied.

“Turbine Mechanical Completion Delay Damages” means the liquidated damages payable pursuant to the terms set forth in Section 8.2(a).

“Turbine Specifications” means the specifications for each Turbine and equipment other than the Balance of Plant and attached hereto in Exhibit B-1.

“Turbine Supplier” means Vestas-American Wind Technology, Inc.

“Turbine Supply Agreement” means the Turbine Purchase Agreement between the Turbine Supplier and Owner dated as of July 23, 2010.

“Warranty Period” has the meaning set forth in Section 11.2(b).

“Work” has the meaning set forth in Section 2.1.

Section 1.2 Rules of Interpretation. This Agreement shall be interpreted in accordance with the rules of interpretation set forth in this Section 1.2.

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(a) Sections, Articles and Exhibits. References to Sections, Articles and Exhibits are, unless otherwise indicated, made to Sections of, Articles of, and Exhibits to this Agreement. The Parties acknowledge that the Exhibits to this Agreement form an integral part hereof.

(b) Headings. The headings to Sections and Articles of this Agreement are for ease of reference only and shall not limit or restrict the construction or interpretation of this Agreement.

(c) Gender. The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa, and references to persons shall include individuals, bodies corporate, unincorporated associations and partnerships.

(d) Successors and Assigns. References to Parties in this Agreement shall be deemed to include references to their successors and permitted assigns.

(e) Miscellaneous. The words “herein,” “hereof” and “hereunder” shall refer to this Agreement as a whole and not to any particular article, section or subsection of this Agreement. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied. References to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time. The use of the word “includes” or “including” in this Agreement shall be construed to mean, whether same is expressly stated or not in any particular location, “including, without limitation” or “including but not limited to” and shall not be construed to mean that the examples (if any) given are an exclusive list of the topics covered. The word “day” shall constitute a calendar day of twenty-four (24) hours measured from midnight to the next midnight.

Section 1.3 Conflicting Provisions. The Agreement and Exhibits attached hereto shall be considered complementary. However, in the event of irreconcilable conflict between the Agreement and the Exhibits, the Agreement shall govern and the conflicting provisions shall be interpreted in a manner consistent with the provisions of the Agreement. In the event of a conflict between Exhibits, the requirements imposing the more stringent or higher quality requirements upon the Contractor shall take precedence over the less stringent or lesser quality requirements applicable thereto. Where a conflict exists among codes and standards applicable to Contractor’s performance of the Work, the most stringent provision of such codes and standards shall govern. In the event that a conflict or inconsistency cannot be resolved by the application of the foregoing, the resolution of such conflict or inconsistency shall be made by Owner and provided to Contractor in writing.

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ARTICLE 2 CONTRACTOR OBLIGATIONS

Section 2.1 Contractor’s Performance Obligations. Subject to the conditions precedent set forth in Section 4.1, and Contractor’s receipt of Owner’s Notice to Proceed pursuant to Section 4.1 (and if elected by the Owner, LNTP pursuant to Section 4.2) Contractor shall for the Contract Price perform all design, engineering, technical assistance, procurement, supply, management, construction, installation, start-up, commissioning, and testing, and other services and activities, as more fully described in Exhibit A or elsewhere in this Agreement (the “Work”). The Work shall include any work which is necessary to satisfy the requirements of this Agreement or that is reasonably implied by this Agreement, or arises from any obligation of Contractor under this Agreement, even if not explicitly referenced in this Agreement. Without limiting the foregoing, the Work shall include:

(a) constructing and installing the Balance of Plant and performing the Balance of Plant Performance Tests in conformity with the requirements and specifications set forth in this Agreement;

(b) inspect or cause to be inspected all materials and equipment to be incorporated in the Work and reject those items determined by the Contractor not to be in compliance with Laws or the requirements of this Agreement;

(c) supplying all labor, utilities, vehicles, transportation, materials, parts, supplies, equipment, tools and consumables required in connection with the performance of the Work (all materials, supplies, parts, and equipment supplied by the Contractor for incorporation into the Balance of Plant to be new and unused unless expressly otherwise approved by the Owner in writing), excepting ONLY Owner Supplied Equipment as expressly identified in this Agreement, including all Turbine installation consumables required pursuant to the Turbine Supply Agreement;

(d) cooperate with Owner and Owner Contractors to coordinate Contractor’s performance of the Work with the work being performed by Owner and Owner Contractors;

(e) timely obtaining all Contractor Permits;

(f) not manufacturing, using, storing or disposing at, or delivering to, the Project Site any Hazardous Materials except to the extent necessary to perform its obligations under this Agreement, any such manufacture, delivery, use, storage and disposal to be performed in compliance with all Laws;

(g) permitting the Owner, the Independent Engineer and any other persons designed by the Owner access to the Work at all times; and

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(h) provide progress reports and participate in meetings as set forth in EXHIBIT DD.

Contractor shall perform the Work in accordance with Contractor’s quality control procedures, the Project Milestone Schedule, the Construction Schedule, in a manner as necessary to avoid all demurrage and other delay charges to the Owner under the Demurrage Schedule, all applicable codes and engineering standards, all applicable Laws and Permits, the Interconnection Requirements, Good Utility Industry Practices, Prudent Wind Industry Practices, the Safety Plan, all specifications and requirements provided by the Turbine Supplier pursuant to the Turbine Purchase Agreement, the Scope of Work and the Turbine Specifications, as applicable, any BOP Vendor Operations Manuals, the requirements, limitations and other conditions of the Easements and Special Land Owner Agreements and the additional Contractor land use restrictions in Exhibit A-4, the limitations and other conditions of Permits, and otherwise fully in accordance with all of the terms and conditions of this Agreement. Contractor hereby agrees that it shall not make any changes or modifications to the Work without the prior written approval of Owner.

Notwithstanding anything else to the contrary in this Agreement, no inspection, review, or approval by Owner or any representative of Owner (or any action or inaction of the Owner as a result of or in conjunction with such inspection review or approval) of any design, specification, drawing, plan, manual, test, equipment, material, program, method, procedure or Work provided or performed by Contractor or any Subcontractor or Supplier shall constitute an approval, endorsement, confirmation or acknowledgment by Owner that the same satisfies the requirements of this Agreement; nor shall any such inspection, review or approval relieve Contractor of any of its obligations or liabilities under or arising from this Agreement. No waiver or failure by Owner in whole or in part to exercise any right to inspect, review or approve any design, specification, drawing, plan, manual, test, equipment, material, program, method, procedure or Work shall in any way relieve Contractor of full liability for the quality, character, and performance of the Work and every part of it, nor shall it prejudice or affect the rights of Owner set forth in this Agreement.

Section 2.2 Deliverables. Contractor shall provide the following to Owner:

(a) Deliverables List. Contractor shall provide to Owner, in accordance with the schedule that is part of the Deliverables List, each drawing and other document listed on the Deliverables List. Each such drawing and other document submitted pursuant to the Deliverables List shall be subject to the reasonable review and approval of the Owner. Within fifteen (15) Business Days (or such other review period as may be expressly provided for elsewhere in this Agreement) of the receipt of any design package with all appropriate drawings and/or calculations reasonably required to conduct a proper evaluation and review, submitted to it for review under this Agreement, Owner shall notify Contractor of any comments or questions that it may have thereon. Within ten (10) days of the receipt of Owner’s comments or questions on any drawing or other document, Contractor shall respond to such

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comments or questions and re-submit such drawing for Owner’s review in accordance with this Section 2.2(a).

(b) Without limiting the generality of Subsection 2.2(a) above:

i. Manuals and Other Documents. As soon as available to Contractor but no later than the Substantial Completion Date, Contractor shall deliver to Owner three (3) complete hard copies and one (1) electronic copy of each of (i) the Installation Manual, (ii) the BOP Supplier Manuals assembled and compiled in binders, containing all such materials organized by the categories of Collection System, and Substation, (iii) a list of recommended BOP Spare Parts, specifications, and vendor information if not previously delivered, and (iv) other documents that Owner may reasonably request. In addition, copies of Installation Manuals and the BOP Vendor Manuals will be supplied in electronic format, as available.

ii. Wind Turbine Job Books. No later than the date that Turbine Mechanical Completion for each Turbine is achieved, Contractor shall deliver to Owner for Owner’s review and approval three (3) preliminary hard copies and one (1) electronic copy of the Job Books for such Turbine. Upon Final Completion, Contractor shall submit to Owner for Owner’s review and approval three (3) final hard copies and one (1) electronic copy of the Job Books for each Turbine in form and substance reasonably satisfactory to Owner.

iii. Other Job Books. No later than the Substantial Completion Date, Contractor shall deliver to Owner for Owner’s review and approval three (3) preliminary hard copies and one (1) electronic copy of the Job Books for all portions of the BOP not included in the Job Books for the Turbines. Upon Final Completion, Contractor shall submit to Owner for Owner’s review and approval three (3) final hard copies and one (1) electronic copy of such Job Books in form and substance reasonably satisfactory to Owner.

iv. As-Built Drawings. No later than thirty (30) days after the Substantial Completion Date, Contractor shall deliver to Owner three (3) hard copy sets and one (1) electronic copy of final as-built drawings (the “As-Built Drawings”) prepared by Contractor which accurately and completely represent in detail everything assembled, installed, and constructed pursuant to this Agreement.

Section 2.3 Contractor’s Key Personnel. Exhibit CC contains a list of Contractor’s key personnel who will be responsible for supervising the performance of the Work, including (among others on that list) the Contractor’s project manager who shall act as the single point of contact in all matters relating to this Agreement on behalf of Contractor and Contractor’s project superintendent. Contractor shall not replace any of the key personnel listed

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in Exhibit CC without the prior written approval of Owner which approval shall not be unreasonably withheld. Contractor shall replace the project manager and/or other key personnel listed on Exhibit CC upon Owner’s reasonable written request.

The Owner reserves the right to refuse admittance to, or request removal from the Project Site, of any Contractor (or Subcontractor or Supplier) employee for violating Project Site rules, behaving in any disruptive manner, or any other reasonable cause. Such refusal or request shall, unless the Owner approves otherwise be complied with immediately by the Contractor and shall not constitute cause for claiming additional time, compensation or damages. Removal of any employee shall not release the Contractor from any of its obligations under the terms of this Agreement. Any person discharged for cause by Contractor or any Subcontractor or Supplier may not be re-employed at the Project Site by another Subcontractor or Supplier; nor shall the Contractor or any Subcontractor or Supplier employ at the Project Site an employee of any Owner Contractors who has similarly been refused admittance to or removed from the Project Site by the Owner.

Section 2.4 Books and Records, Tax Accounting. Contractor shall provide to the Owner a breakdown of the Contract Price in accordance with the property retirement unit categories and other systems of accounts and in a records format in accordance with Exhibit U. Overheads and profit shall not be listed as separate items.

Section 2.5 Subcontractors and Suppliers.

(a) Owner acknowledges that Contractor may use and engage Subcontractors and Major Suppliers to perform some or all of its obligations hereunder. Exhibit X hereto sets forth a list of Subcontractors and Major Suppliers pre-approved by Owner for services or the supply of equipment or materials. No Subcontract or purchase order with any Supplier shall be entered into other than with a Subcontractor or Major Supplier already pre-approved pursuant to Exhibit X hereto without Owner’s prior written approval. Contractor and Owner agree that Owner’s approval of Subcontractors or Major Suppliers does not relieve Contractor of any of its obligations, duties or responsibilities hereunder. Upon the request of Owner, Contractor shall provide to Owner background information regarding the experience, financial strength, personnel and other background of any proposed Subcontractor or Major Supplier. The Contractor shall at all times be as fully responsible to the Owner for the actions, omissions, operations and Work of each of the Contractor's Subcontractors and Suppliers as the Contractor is for the actions, omissions, operations and Work of the Contractor itself (it being further expressly understood that such full responsibility of the Contractor for the actions, omissions, operations and Work of its Subcontractors and Suppliers shall be comprehensive and shall apply whether or not "Subcontractors" and/or “Suppliers” are in various specific contexts specifically mentioned or referred to elsewhere in this Agreement).

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(b) Notwithstanding the foregoing, Owner may require Contractor to remove any such Subcontractors or Suppliers that fail to comply with the Safety Plan and Applicable Laws. Should Owner become aware that any Subcontractor or Supplier is not in compliance with the Safety Plan and/or any Applicable Laws, Owner shall provide notice to Contractor of its desire to have such Subcontractor or Supplier removed, which notice shall set forth in reasonable detail the incidents of non-compliance with the Safety Plan or any Applicable Laws. Contractor shall be solely responsible for the performance of the Work and for paying each Subcontractor and Supplier amounts due to such Subcontractor and Supplier and nothing contained herein shall obligate Owner to pay any Subcontractor or Supplier for any of the Work performed by such Subcontractor or Supplier. No Subcontractor or Supplier is intended to be, nor shall any such Subcontractor or Supplier be deemed to be, a third party beneficiary of this Agreement. Contractor shall cause all Subcontractors and Suppliers to comply with the standards of performance set forth in this Agreement applicable to Contractor, including, without limitation, compliance with all Laws, Good Utility Industry Practices and the Safety Plan. Contractor agrees to cause all Subcontractors, and to the extent they may have any presence on the Project Site, Suppliers, to maintain, and comply with, the insurance requirements of Contractor.

(c) Without in any way detracting from Contractor’s representations and warranties and other testing requirements and guarantees set forth herein with respect to all of the Work, Contractor shall obtain from all Subcontractors and Suppliers warranties with the longest practicable warranty periods with respect to design, materials, workmanship, equipment, tools, supplies, and other items furnished by such Subcontractors and Suppliers. Such warranties shall be for the benefit of and shall be made enforceable by both the Owner and the Contractor.

Section 2.6 Cooperation Regarding Commercial Operation. Contractor and Owner recognize that after a Turbine has been placed into commercial operation by Owner, Contractor may be continuing with completion of the Work. Following such time as a Turbine has been placed into commercial operation, Owner’s operation shall have priority over the prosecution of the Work and Contractor shall not interfere with the Owner’s operation of the Turbines or the Project as a whole; provided, however, that Owner shall use reasonable efforts to accommodate Contractor’s completion of the Work.

Section 2.7 Taxes and Customs Duties.

(a) The Contract Price includes, and Contractor shall pay, all sales and use (except as expressly otherwise provided in Subsection 2.7(b) below) and any other applicable taxes, whether federal, state, local or otherwise, on materials, parts, supplies, equipment, services, labor, and personal property furnished or used or purchased for use in connection with the Work, and shall also pay all income,

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gross receipts, ad valorem, privilege, occupational, business, employment-related and any other withholding, excise, Customs Duties, or any other taxes to which Contractor may be liable or subjected to in the conduct of its business, or which may otherwise be applicable to the Work or anything done or furnished in connection with the Work.

(b) The Contractor understands that the following materials, parts, supplies and equipment are claimed by the Owner to be exempt from Michigan sales and use tax by reason of the Industrial Processing exemption:

(i) materials, parts, supplies and equipment to be furnished and permanently installed in the Project by the Contractor hereunder, except those items to be permanently installed that are listed on Exhibit II to this Agreement, and

(ii) materials, parts, supplies and equipment to be furnished and used by the Contractor in the design and construction of all items that are to be so permanently installed (other than those permanently installed items that are listed on Exhibit II). The materials parts supplies and equipment claimed to be exempt under this clause "(ii)" specifically includes all consumables needed for the construction of the permanently installed items, other than the permanently installed items listed on Exhibit II, and all materials to be used for temporary facilities or improvements needed for the construction of the permanently installed items, other than the permanently installed items listed on Exhibit II.

The Contractor certifies to the Owner that the Contractor has not included any amounts in the Contract Price for Michigan sales or use tax on materials, parts, supplies and equipment identified in the preceding clauses "(i)" and "(ii)". In the event that it is ultimately found by Michigan taxing authorities that any of such materials, parts, supplies or equipment is not eligible for such Industrial Processing exemption, the Owner will pay the applicable tax directly to the State of Michigan.

With respect to materials, supplies, parts and equipment that are to be permanently installed in the Project but which are listed on the aforesaid Exhibit II, and with respect to all other materials, supplies, parts and equipment not covered by the above clauses "(i)" and "(ii)", it is expressly understood (without limiting the generality of Subsection 2.7(a) above) that the Contractor shall pay and the Contract Price fully includes all applicable sales and use tax.

Section 2.8 Removal of Hazardous Materials. If Contractor or any Subcontractor or Supplier (a) brought or caused to be brought Hazardous Materials on the Project Site or (b) improperly released, handled, treated or stored Hazardous Materials on the Project Site, then Contractor shall be responsible, at its cost and expense, to remove or to remediate all such Hazardous Materials in accordance with all applicable Laws. Contractor shall not list Owner as the generator of any Hazardous Materials that Contractor removes from the Project Site. Contractor shall notify Owner of any Hazardous Materials that it encounters on the Project Site or any release of Hazardous Materials by Contractor or any Subcontractor or Supplier. To the extent pre-existing Hazardous Materials interferes with Contractor’s Work at

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the location where the Hazardous Materials are located, Contractor may stop such Work at such location until such time as Owner has determined what steps, if any, are required.

Section 2.9 Security for Performance of the Work.

Upon the issuance of the Notice to Proceed, Contractor shall deliver to Owner a payment and performance bond in an amount equal to the Contract Price, in form and substance reasonably acceptable to Owner and issued by treasury listed surety company or companies with an AM Best Rating of A-VII or better and that are authorized to do business in the State of Michigan. Said bond shall be written so as to remain in effect through the Warranty Period and any extensions thereof pursuant to the terms of this Agreement to cover and include all of the Contractor's warranty obligations, provided, that after Final Completion, the amount of the bond may be reduced to (

As an alternate to reducing the amount the bond to ( ) after Final Completion as noted above, the Contractor may, after Final Acceptance, deliver to Owner a separate payment and performance bond in the amount of written so as to remain in effect through the Warranty Period and any extensions thereof pursuant to the terms of this Agreement to cover and include all of the Contractor's warranty obligations. Any such separate bond shall be in form and substance reasonably acceptable to Owner and issued by treasury listed surety company or companies with an AM Best Rating of A-VII or better and that are authorized to do business in the State of Michigan. It is expressly understood, however, that the original bond must have, from its inception, be written to remain in effect through the Warranty Period as provided in the immediately preceding subparagraph, and, following Final Completion, such original bond may in no event be released or terminated unless and until Owner so authorizes in writing, including that Owner has approved the replacement bond. .

The cost of the bond(s) is included in the Contract Price

(b) Contractor shall cause all Subcontracts and all purchase orders with Suppliers to be assignable to Owner and shall assign such Subcontracts and purchase orders to Owner if and when required pursuant to the terms of this Agreement. Owner is at no time liable for Contractor’s obligations under any Subcontract or purchase order unless and until (and then only to the extent that) Owner has expressly in writing assumed performance of such obligations including following (and as a consequence of) Owner’s exercise of its rights and remedies hereunder.

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Section 2.10 Construction Liens. Contractor shall pay (or cause to be paid) when due all charges from and amounts otherwise due to all laborers, Subcontractors and Suppliers. Contractor shall, solely at Contractor’s expense, take prompt steps to discharge any claim, construction lien or other lien (and in any event no later than ten (10) Business Days from the imposition of such claim, construction lien or other lien) filed or asserted in connection with the Work (including any claim, construction lien or lien against Owner, the Project Site or any part thereof (including the Job Sites and any other locations where facilities are to be installed or constructed hereunder), the Balance of Plant, the Work or any portion thereof), and Contractor shall indemnify, defend and hold harmless Owner from and against any and all such claims, construction liens or other liens. Contractor shall have the right to contest any such claim, construction lien or other lien provided that Contractor first fully discharges of record the claim, construction lien or other lien or provides other assurance of payment satisfactory to Owner in Owner’s sole judgment.

Section 2.11 Schedule. Contractor shall develop and deliver to the Owner within thirty (30) days after the Effective Date, for the Owner’s review and approval, a detailed Construction Schedule for the performance of the Work. Such Construction Schedule shall be consistent with the Project Milestone Schedule and shall be satisfactory to the Owner. Contractor shall perform all Work in accordance with the Project Milestone Schedule, the Construction Schedule and Guaranteed Completion Dates.

Contractor hereby covenants, represents and warrants to Owner that in undertaking to complete the Work in accordance with the terms of this Agreement, Contractor has taken into consideration, carefully reviewed and analyzed the location of the Project Site, the Project Milestone Schedule, the Guaranteed Completion Dates, the Contractor’s permitting requirements, the conditions at the Project Site set forth in the Geotechnical Studies, the Scope of Work and the Turbine Specifications, Contractor’s own design, manufacturing, engineering, and construction capabilities, the availability of labor, materials and components to perform the Work, and transportation requirements and made reasonable allowances for hindrances and delays incident to such Work and that Contractor is able to perform the Work for the Contract Price in accordance with the Construction Schedule and the Guaranteed Completion Dates, except as may be delayed due to a Force Majeure Event, or (solely in respect to achieving a Guaranteed Turbine Mechanical Completion Date as expressly provided elsewhere in this Agreement) a Crane Wind Day Extension.

Section 2.12 Owner’s Right to Accelerate the Work. Owner may, in writing, request Contractor, as a result of any delays in construction of the Project that are the fault of Owner and not attributable to any failure of Contractor to fulfill its obligations under this Agreement, or are attributable to Force Majeure Events or (where provided for in this Agreement) Wind Days, to accelerate the Work so as to wholly or partially recover the original Construction Schedule, and Contractor shall use all commercially reasonable efforts to so accelerate performance of its Work as so requested by the Owner. The acceleration of Work may require the employment of additional work crews or overtime and equipment as necessary and as available. The reasonable additional costs incurred by Contractor in carrying out such acceleration of the Work shall be reimbursed by Owner in accordance with the rates and charges set forth in Exhibit K. Any such acceleration requested by Owner pursuant to this paragraph and

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the additional charges therefor shall be authorized by the Owner and set forth in a Change Order issued by the Owner pursuant to ARTICLE 5.

Acceleration of the Work as a result of delays that are not excused by Force Majeure Events or (where provided for in this Agreement) Wind Days, and are not the fault of the Owner, as necessary to recover the original Construction Schedule, including employment of additional work crews or overtime and equipment as necessary, shall be the responsibility of the Contractor at no additional cost or expense to the Owner.

Section 2.13 Damage to Real Property. Contractor will conduct all of Contractor’s activities within the boundaries of the applicable Job Site or other Owner designated work area and any other limitations and requirements set forth herein (including the requirements of Exhibit A-4) and will be responsible for any trespass or damage to adjacent property resulting from or in connection with such activities. Contractor acknowledges and agrees to observe reasonable construction practices in performing the Work, including reasonable care and respect for the real property at the Project Site. Without limiting the Contractor’s obligations as set forth elsewhere herein, Contractor agrees that it will be responsible for any and all damages to real property outside the boundaries of the applicable Job Site or other Owner designated work area or outside the areas defined by any other limitations and requirements set forth herein (including the requirements of Exhibit A-4) caused by Contractor or its Subcontractors in the performance of the Work. Contractor shall immediately report to Owner in writing any and all damage to any real or personal property wherever located.

Section 2.14 Land Owner or Occupant Relationships. Contractor understands and acknowledges that Owner has a long term relationship with the Land Owners or Occupants and that Contractor’s actions or omissions during the construction of the Project have the potential to affect such relationship. Therefore, Contractor agrees that it will use its best efforts to maintain good relations with the Land Owners or Occupants during any contact with the Land Owners or Occupants and will cooperate with Owner in coordinating Work activities with Land Owners or Occupants. Contractor shall not contact Land Owners or Occupants directly, and shall avoid direct dealings with Land Owners or Occupants without Owner presence, without Owner’s prior approval, and shall promptly report in writing to Owner any contact with a Land Owner or Occupant initiated by such Land Owner or Occupant. Such report by Contractor shall detail the substance of communication between the Land Owner or Occupant and Contractor, including any request or complaint made by the Land Owner or Occupant and Contractor’s response thereto. Contractor expressly understands that it has no authority to make any agreement with any Land Owner or Occupant on any matter, including but not limited to anything that in anyway constitutes a change in the Work; and that no Land Owner or Occupant has any authority to direct Contractor to make any changes in the Work.

Section 2.15 Emergencies. In the event of any emergency endangering persons or property, Contractor shall take such action as may be necessary to prevent, avoid or mitigate injury, damage or loss and shall, as soon as possible, report any such incidents, including Contractor’s response thereto, to Owner. Whenever Contractor has not taken reasonable precautions for the safety of the public or the protection of the Work or of structures or property on or adjacent to the Project Site Owner may, but shall be under no obligation to, take such action as is reasonably necessary under the circumstances. The taking of such action

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by Owner or Owner’s failure to do so shall not limit Contractor’s obligations or liability hereunder. Contractor shall reimburse Owner for any costs incurred by Owner in taking such actions in the event of an emergency.

Section 2.16 Safety.

(a) Contractor shall be responsible for placing high priority on safety and health during performance of the Work. Contractor shall be responsible for safety related to and during the performance of the Work at the Project Site and shall take reasonable measures to ensure that it and all of its Subcontractors (and where applicable Suppliers), provide and maintain a safe working environment and properly protect (i) all persons in proximity of each Job Site and any other Work areas, whether such persons are employed in the Work or otherwise, from risk of injury and danger to health, and (ii) all property, including property of Owner, Land Owners or Occupants, and other third parties, from damage or loss. Before commencing Work, Contractor shall inspect the Project Site and become familiar with the safety and health conditions there, and shall effectively communicate to all of its employees and Subcontractors all safety, fire and health regulations in force at the Project Site. Contractor shall also be responsible for first aid and medical service for all the above employees at the Project Site.

(b) Contractor shall develop a Project-specific, comprehensive and detailed safety/health/fire protection plan (collectively, the “Safety Plan”). Contractor shall submit said Safety Plan to Owner for review not less than thirty (30) days prior to Contractor’s mobilization to the Project Site (unless a longer period is specified elsewhere in this Agreement, in which that longer period specified elsewhere in this Agreement shall apply), and Contractor shall submit any revisions to said Safety Plan to Owner for review prior to instituting such revisions; it being expressly understood, however, that any review of, comments upon or approval of said Safety Plan (or any revisions to said Safety Plan) by Owner, or any failure by Owner to object to any matter in said Safety Plan (or to any revisions of said Safety Plan), does not relieve Contractor from the sole and entire responsibility for said Safety Plan (and all revisions thereof), including its completeness, suitability and appropriateness for all purposes, or impose any liability on Owner in connection therewith.

Contractor’s Safety Plan shall, without limitation, address the requirements set forth in Owner’s Safety/Fire Protection Program, the Michigan Occupational Safety and Health Act (Act 154 of the Michigan Public acts of 1974) as amended, in OSHA, and all other applicable Laws/Regulations and Industry Standards (as hereinafter defined). Contractor’s Safety Plan shall also include provisions for every employee of Contractor to complete Owner’s site orientation program. Further, Contractor shall incorporate in its Safety Plan a program to maintain a

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drug and alcohol free work place while performing the Work.

Contractor shall be fully responsible is actively implementing and at all times enforcing its Safety Plan and for requiring all Subcontractors (and where applicable, Suppliers) to implement and at all times comply with said Safety Plan; and it is acknowledged that Owner has no obligation for implementing or enforcing Contractor's Safety Plan.

As part of its Safety Plan, Contractor shall maintain, at a minimum, one safety and health supervisor at the Project Site at all times during performance of the Work to assure that all activities are performed in accordance therewith.

(c) Without limiting the generality of any of the preceding provisions of this Section 2.16, Contractor shall be responsible for insuring that none of its employees or those of any of its Subcontractors (and where applicable, Suppliers) are performing Work while under the influence of drugs or alcohol. Contractor shall advise its employees and its Subcontractors (and where applicable, Suppliers) while they are on the Project Site that they will be subject to the provisions of an Owner approved substance abuse control policy, which shall include drug and alcohol testing.

(d) Contractor must maintain in a safe, sound, good, and efficient condition all construction, equipment, materials, and temporary works and other items used in performing the Work (whether provided by Contractor or by Owner) and ensure that they are, at all times, capable of safely performing the functions for which they are intended. Contractor shall modify its method of work if necessary in order to work safely.

(e) Contractor shall require its employees and its Subcontractors' (and where applicable, Suppliers’) employees to attend any safety meetings or training, project safety appraisals or safety investigations as may be required by Owner, provided, that none of same shall in any way relieve Contractor from any of its obligations for safety and health set forth in this Section 2.16, or any other obligations or liability under this Agreement, or impose any liability on Owner in connection therewith.

(f) When any type of heavy equipment is within close proximity to private or public structures (including overhead electrical lines), or components at the Project Site, Contractor shall be required to provide an equipment “spotter.” Such spotter shall be a person dedicated to ensuring that booms, baskets, forks, cables and any other equipment and materials being lifted maintain safe working clearances from, and do not come in contact with, any structures, or components. Use of a spotter is not necessarily limited to situations where equipment is actually in use, and, for example, shall also be used whenever appropriate to assure that

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clearances from overhead structures are maintained while equipment is in transit at the Project Site (e.g., driving to and from Job Sites, laydown areas, or other work areas). In case of doubt as to whether or not a spotter is needed, Contractor shall resolve such doubt in favor of using a spotter.

(g) Without imposing any obligation on Owner to do so or any liability on Owner for in any way or at any time failing to do so, or relieving Contractor from any obligations or liabilities, it is understood that Owner shall have the right to direct Contractor to cease, or not proceed with, any Work that Owner considers to be unsafe.

Section 2.17 Inspection /Right of Access.

(a) Contractor shall perform all necessary and appropriate inspections and testing during the course of the Work, in accordance with the quality assurance/quality control program (“QA/QC Program”) set forth in Exhibit Z.

(b) Contractor shall give Owner and any Owner-designated representatives reasonable full access to design, manufacturing, production, or testing at Contractor’s facilities and facilities of its Subcontractors and Suppliers during all scheduled working hours, as well as at all times on Job Sites and other work areas within the Project Site, for the purpose of observing the Work, including access to all official records of quality or relating to quality, inspection and witnessing of shop tests, and expediting design and equipment or material to be included in the Work.

(c) Contractor shall allow Owner and any Owner-designated representative to witness all tests and inspections, both those which are to take place at any facility of Contractor or its Subcontractors or Suppliers and those which are to take place at Job Sites and other work areas within the Project Site. Contractor shall provide reasonable advance written notice to Owner of each test/inspection date and location, and shall confirm such information with Owner prior to the test/inspection. In addition, Contractor shall provide to Owner the application test/inspection procedures that will be used as such inspection/test at least sixty (60) days prior to the inspection/test, or in accordance with the Deliverables List to allow Owner to review and comment. Contractor shall deliver to Owner upon request copies of all data resulting from all tests and inspections.

(d) If any Work has been covered up prior to any observation under Section 2.17(b) that has been requested by Owner, or in any case before any testing or inspection pursuant to Section 2.17(c), Contractor shall, if required by Owner or by public authorities, uncover same for observation, testing and inspection, and, following the observation,

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testing or inspection (as well as any correction of deficiencies and appropriate further observation, re-testing or re-inspection as necessary) re-cover the Work, all at Contractor's expense.

(e) Owner shall have no obligation to in any way supervise Contractor's Work. Any decision of Owner at any time either to observe, inspect or witness pursuant to Subsection 2.17(b) and Subsection 2.17(c), or not to observe, inspect or witness pursuant to Subsection 2.17(b) and Subsection 2.17(c), or any failure of Owner in whole or in part to raise any objection during any observation, inspection or witnessing pursuant to Subsection 2.17(b) and Subsection 2.17(c), shall not constitute Owner's acceptance of any Work or relieve Contractor of any of its obligations under this Agreement (including without limitation that same shall not constitute a waiver of waiver of any right of Owner to thereafter disapprove/reject such work or any warranty rights or remedies of Owner). Contractor shall be solely responsible for all construction or installation means, methods, techniques, sequences, and procedures in the performance of its Work hereunder.

(f) Without limiting the generality of Subsection 2.17(e), and without otherwise limiting the scope of Contractor's responsibilities under this Agreement or any and all other rights or remedies of Owner, if Owner at any time during the performance of the Work becomes aware that any part of the Work does not comply with requirements of this Agreement, Owner may reject it by notification to Contractor. On being so notified, Contractor must (despite any previous approval of or payment for the portion of the Work in question by Owner) re-do or replace the same, at Contractor's own cost and within such period as Owner directs, so that the Work is in conformity with this Agreement. Any requirement to so re-do or replace any Work shall not entitle Contractor to any extension of the Construction Schedule or the Guaranteed Completion Dates.

ARTICLE 3 CONTRACT PRICE AND PAYMENT TERMS

Section 3.1 Contract Price .

(a) The price for the performance of all of the Work shall be

) (as adjusted pursuant to the provisions of this Agreement, being referred to herein as the “Contract Price”).

(b) This Agreement is a fixed price contract and the Contract Price shall not be modified in the event that (a) Contractor is required to modify the Work or the Construction Schedule in order to comply with the terms of this Agreement or (b) the cost to Contractor to perform its obligations, including the Work, under this Agreement increases for any reason after

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the Effective Date except in each instance as specifically set forth in this Agreement.

Section 3.2 Payment of Contract Price. The Contract Price shall be paid as provided in this ARTICLE 3. The Milestone Payment Schedule sets forth the portion of the Contract Price to be paid by Owner to Contractor as certain portions of the Work (i.e.¸ the Milestones identified on such schedule) are completed. Invoicing of completed Milestones will be in accordance with Section 3.5.

Section 3.3 Right to Offset. Owner shall have the right to offset amounts owed by Contractor to Owner, including amounts for Delay Liquidated Damages, against any amounts owed by Owner to Contractor under this Agreement.

Section 3.4 Payment of Change Orders. Each Change Order shall include any applicable revisions to the Milestone Payment Schedule or an alternative schedule for the payments, if applicable, that may be due by Owner to Contractor thereunder (or where applicable, Contract Price reduction to the Owner thereunder). Invoicing for Change Order amounts, whether increases or decreases, shall be in accordance with the Milestone Payment Schedule revisions set forth in the Change Order or alternate schedule for payments as set forth in the Change Order.

Section 3.5 Invoicing and Payments. Following the Notice to Proceed Date (or to the extent relevant, LNTP date, if any), Contractor shall submit a monthly invoice to Owner by the first Business Day of each calendar month, which invoice shall list the Milestones completed and acknowledged as complete by the Owner during the previous month (which acknowledgement of completion by the Owner shall not however constitute acceptance of the Work, see Section 3.7 below) and the amount of the payment Contractor is seeking for those completed Milestones based upon the Milestone Payment Schedule. Along with such invoice Contractor shall submit an Affidavit of Michigan Equipment, Materials, and Labor substantially in the form set forth in Exhibit AA and lien waivers in the form of Exhibit W-1 or Exhibit W-2 as applicable. Owner shall make payment of all undisputed amounts due Contractor within thirty (30) days of the receipt of a correct and proper invoice and accompanying affidavits and lien waivers as required by this Agreement. All payments shall be made by wire transfer to an account as may be designated by Contractor to Owner in an invoice.

In addition to Retainage, Owner may withhold payment on Contractor’s invoices (a) in an amount and to such extent as may be reasonably necessary to protect Owner from loss because of third party claims filed against Owner and covered by Contractor’s indemnification obligations under this Agreement; (b) in an amount equal to payments previously made to Contractor which were not yet properly due and payable; (c) in an amount and to such extent as may be reasonably necessary to protect Owner from defects or deficiencies in the Work not remedied; (d) in an amount and to such extent as may be reasonably necessary to protect Owner from the unexcused failure of Contractor to make payments when due to Subcontractors or Suppliers; (e) in an amount and to such extent as may be reasonably necessary to protect Owner from loss because of the occurrence of a Contractor Event of Default; and (f)any other sums which Owner is entitled to recover from Contractor under the terms of this Agreement or pursuant to applicable Law.

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Section 3.6 Retainage. There shall be withheld as retainage from each payment due and payable to Contractor hereunder (other than payments due upon and after the Substantial Completion Date) five percent (5%) of the amount of such payment (the “Retainage”). Such amount shall be held by Owner as security for the performance of Contractor’s obligations hereunder and any interest thereon shall accrue for the account of Owner and not Contractor. Owner may use the Retainage to cure a Contractor Event of Default, for Delay Liquidated Damages (including interest thereon), for payment of undisputed amounts to unpaid Subcontractors and Suppliers, and for payments made to remove liens that violate this Agreement, and any and all other amounts payable to Owner hereunder. Within two (2) Business Days after use by Owner of any portion of the Retainage, Contractor shall restore the Retainage to the amount Contractor is required to maintain pursuant to this Section 3.6. Except as set forth above, Owner will hold the aggregate amount of the Retainage until the Substantial Completion Date, at which time Contractor may invoice Owner for the amount of such Retainage, in accordance with Section 3.5.

Section 3.7 Payment or Use Not Acceptance. No payment by Owner pursuant to an invoice from Contractor or any use of the Work by Owner shall constitute an acceptance of any of the Work or of any of the parts, materials, equipment or other supplies furnished by Contractor or its Subcontractors or Suppliers and shall not relieve Contractor of any of its obligations or liabilities under this Agreement.

Section 3.8 Certified Michigan Content.

(a) Contractor represents and warrants that (i) the Certified Michigan Equipment for the Project constitutes not less than sixty percent (60%) of the total cost of all materials and equipment for the Project supplied by Contractor or its Subcontractors and Suppliers, and (ii) the Certified Michigan Labor for the Project constitutes not less than sixty percent (60%) of all Project Site labor of Contractor and its Subcontractors. With each monthly invoice, Contractor shall submit an Affidavit of Michigan Equipment, Materials, and Labor substantially in the form set forth in Exhibit AA detailing the Certified Michigan Equipment and Certified Michigan Labor for the Project for both the preceding month and cumulative through such month.

(b) If the Affidavit of Michigan Equipment, Materials, and Labor submitted by Contractor with the invoice for the Final Completion Milestone Payment indicates that the Certified Michigan Equipment for the Project or the Certified Michigan Labor for the Project is less than the amount set forth in Section 3.8(a), then Contractor shall pay to Owner, as liquidated damages and not as a penalty, (i) the amount of

) multiplied by the number of percentage points shortfall between the actual percentage reported for Certified Michigan Labor and Contractor’s above warranted figure of Sixty percent (60%); and (ii) the amount of ) multiplied by the number of percentage points shortfall between the actual percentage reported for Certified Michigan Equipment and

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Contractor’s above warranted figure of Sixty percent (60%); said percentage shortfalls and the applicable compensation to be prorated to the nearest one tenth of one percentage point (0.1%).

Section 3.9 Allocation of Cost to Owners Property Records. Contractor agrees to assist Owner in allocation of cost to Owner defined property record

accounts prior to Final Completion.

ARTICLE 4 CONDITIONS PRECEDENT; NOTICE TO PROCEED; ETC.

Section 4.1 Conditions Precedent to Contract. Owner’s obligations under this Agreement are subject to Owner’s fulfillment of the following conditions precedent:

(a) Owner must have received written approval, in an order(s) from the MPSC that is in form and content reasonably satisfactory to Owner, of this Agreement and any other engineering, procurement and construction agreement required to be approved by the MPSC related to Owner’s Lake WindsTM Energy Park project, and finding that these agreements are consistent with Owner’s MPSC-approved Renewable Energy Plan; and

(b) Owner must have received required height, environmental and special land use or any other zoning approvals or variances from applicable Governmental Authorities related to the special land use permit, in a form and content reasonably satisfactory to Owner, for Owner’s construction, within the Project Site, of the Project in a manner reasonably satisfactory to Owner; and

If either of the conditions set forth in subparagraphs "(a)" and "(b)" above has not been satisfied by July 1, 2011, then Owner shall deliver written notice to Contractor no later than the aforementioned date that the applicable condition(s) has/have not been satisfied (or that Owner is not willing to waive such non-satisfaction of such condition(s) precedent), as determined by Owner in its sole and unfettered discretion, and upon delivery of any such notice this Agreement shall be null and void and each Party shall be released from all obligations as and to the extent set forth herein. If the written notice contemplated in the preceding sentence has not been delivered by Owner to Contractor on or before July 1, 2011, then this Section 4.1 shall be of no further force and effect and the Agreement shall be binding and enforceable on both Owner and Contractor.

Except as otherwise expressly provided in Section 4.2 below, Contractor expressly understands that it is not authorized to commence any Work or incur any costs for the account of Owner unless and until Owner has notified Contractor in writing on or before July 1, 2011 that the above conditions precedent have been satisfied or waived and that Contractor is permitted to commence Work (“Notice to Proceed”).

Section 4.2 Limited Notice to Proceed. Owner may at it option issue an LNTP, which shall direct Contractor to perform one or more portions of the Work prior to the issuance of the Notice to Proceed under Section 4.1. If this Agreement is terminated by Owner

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pursuant to this Section 4.1, Contractor shall be entitled to reimbursement for Work properly performed pursuant to the LNTP prior to such termination under Section 4.1, such payment to be in the amount of (or as applicable a proportionate amount of) the applicable payment amount for the Work performed that is identified on the Milestone Payment Schedule. If the Owner issues an LNTP, then the Notice to Proceed issued pursuant to Section 4.1 will be deemed the “Full Notice to Proceed” and all references in this Agreement to “Notice to Proceed” will be understood to mean such Full Notice to Proceed.

Section 4.3 Project Site Plan. Owner will have the right to revise the Site Plan, including the Project Site Boundaries, and specific Job Site locations, at any time and from time to time upon written notice to Contractor of such revisions.

ARTICLE 5 CHANGE ORDERS

Section 5.1 Changes in the Work.

The Owner may, at any time, without invalidating this Agreement, make changes in, add to or delete from the work to be performed hereunder. No such changes shall be made and no claims of the Contractor for extra work shall be valid except as authorized by written order signed by the Owner.

Section 5.2 Change Process.

a) If the Contractor intends to assert a claim for any increase in the Contract Price or any extension of the Construction Schedule by reason of the receipt of such a written order from the Owner, the Contractor shall immediately notify the Owner and, within fifteen (15) days, submit to the Owner a written notice and complete statement of such claim including a detailed computation (showing quantities, man-hours, and costs) of its value. The Contractor shall, in such statement, separate costs into material and installation categories. If requested by the Owner, the Contractor shall follow up such written statement with such further and supporting detail as the Owner may specify. Any claims for adjustment either to the Contract Price or the Construction Schedule not so submitted by the Contractor to the Owner in writing within fifteen (15) days shall be deemed to have been waived.

b) If the change involved a reduction in the Work, then the Owner may, with its written order under Section 5.1, compute and notify the Contractor of a proportional decrease in the Contract Price or shortening of the Construction Schedule, which computation will be deemed to be agreeable to the Contractor unless the Contractor objects by written notice to the Owner within fifteen (15) days, which objection shall include a detailed computation of the Contractor's calculation of the appropriate proportional decrease in the Contract Price or shortening of the Construction Schedule.

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c) The Owner will issue a "Change Order" to reflect the change(s) in the Work and, if applicable, any adjustment in the Contract Price and/or Construction Schedule on account thereof. Provided that the Contractor has timely submitted a claim or objection pursuant to Section 5.2, the adjustment in the Contract Price and/or Construction Schedule will be as mutually agreed upon. If the Parties are unable to agree on a fixed amount change in the Contract Price, and the Owner nonetheless desires the Contractor to proceed with the change, then the price adjustment shall be computed in accordance with Exhibit K. Any Change Order must be signed by an authorized representative of the Owner.

d) The Contractor agrees that all adjustments in the Contract Price, Work, Construction Schedule, or other provisions set forth in each Change Order shall constitute the full, final, and complete compensation to Contractor for the entire cost and the schedule effects related to (a) the implementation of the stated changes, and (b) the cumulative impact and any effect whatsoever resulting from the stated changes on all prior work and changes in the work to be performed as scheduled, and Contractor expressly waives any claims for additional compensation, damages or time extensions in connection with the stated changes.

e) Additional Work performed under this Agreement may be to support the Owner to correct deficiencies from other contractors and suppliers providing work and services for the Project. The Owner’s backcharge procedure will be used to document the Work performed, capture time and ultimately costs to perform this Work for these firms. The Contractor is required to assist the Owner in administration of the backcharges by supplying appropriate timesheets, equipment rental forms, separate invoices and other relevant information.

ARTICLE 6 TURBINE FOUNDATION GROUP COMPLETION, SUBSTATION COMPLETION,

COLLECTION SYSTEM CIRCUIT COMPLETION, TURBINE MECHANICAL COMPLETION, OPERATIONS AND MAINTENANCE BUILDING COMPLETION,

AND SUBSTANTIAL COMPLETION

Section 6.1 Time is of the Essence. The time limits for performance of the Contractor’s obligations stated in this Agreement are of the essence.

Section 6.2 Turbine Foundation Group Completion.

(a) Turbine Foundation Group Completion. Turbine Foundation Group Completion shall occur with respect to each Turbine Foundation Group when all of the following have been satisfied in accordance with the criteria set forth in Exhibit A, as applicable: (i) each of the Turbine Foundations in such Turbine Foundation Group is mechanically completed and installed in accordance with the requirements of this

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Agreement; (ii) each of the Turbine Foundations in such Turbine Foundation Group is structurally completed and grounded and ready for the installation of the Turbine, and all necessary embedded inserts for the connection to the applicable Collection System Circuit have been properly installed; (iii) the concrete portion of each of the Turbine Foundations in such Turbine Foundation Group has set and cured so as to have achieved the minimum strength necessary to allow assembly, erection and permanent installation of the Turbine thereon; (iv) the grounding grid for each of the Turbine Foundations in such Turbine Group has been installed; (v) all Route Improvements have been completed to the full extent necessary to allow delivery of the Turbine including all of its components to, and to otherwise provide all access necessary for the assembly, erection and permanent installation of, the Turbine at each of the Turbine Foundations in such Turbine Foundation Group, including without limitation the passage of all delivery trucks, construction vehicles, equipment and cranes; (vi) backfilling and compaction of the area surrounding each of the Turbine Foundations in such Turbine Foundation Group has been completed; (vii) the crane hardstand and laydown and work areas associated with each of the Turbine Foundations in such Turbine Foundation Group have been completed in accordance with the requirements of this Agreement; and (viii) Contractor has issued the Turbine Foundation Group Completion Certificate for such Turbine Foundation Group in accordance with Section 6.2(b) and Owner has accepted and countersigned such Turbine Foundation Group Completion Certificate.

The term “Turbine Foundation Completion” where referred to in this Agreement means that all of the requirements of the proceeding subparagraph have been fulfilled for an individual Turbine Foundation in a Turbine Foundation Group.

(b) Notice of Turbine Foundation Group Completion. Following a

determination by Contractor that Turbine Foundation Group Completion has been achieved with respect to a Turbine Foundation Group, Contractor shall prepare a Turbine Foundation Group Completion Certificate certifying that the Turbine Foundation Group Completion for such Turbine Foundation Group has been achieved. The Turbine Foundation Group Completion Certificate shall include a report containing all information relevant to the achievement of Turbine Foundation Group Completion demonstrating that Turbine Foundation Group Completion for such Turbine Foundation Group has been achieved.

Section 6.3 Substation Completion.

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(a) Substation Completion. Substation Completion shall occur when all of the following have been satisfied in accordance with the criteria set forth in Exhibit A, as applicable (i) all Route Improvements associated with the Collection System Substation have been completed; (ii) the Collection System Substation is mechanically complete in accordance with the requirements of this Agreement, with all relaying, metering, communications and other equipment and systems tested; (iii) the Transformers for the Collection System Substation are dressed out and tested; (iv) the Collection System Substation SCADA infrastructure has been installed and tested; (v) the Collection System Substation is capable of delivering power to the Point of Interconnection and all of the electrical energy generated by the Turbines connected, or to be connected, to the Collection System Substation; (vi) the Collection System Substation has been successfully Energized and tested; (vii) all construction debris, rubbish and foreign material have been removed from the area of the Collection System Substation; and (viii) Contractor has issued the Substation Completion Certificate in accordance with Section 6.3(b) and Owner has accepted and countersigned such Substation Completion Certificate.

(b) Notice of Substation Completion. Following a determination by Contractor that Substation Completion has been achieved, Contractor shall prepare a Substation Completion Certificate certifying that the Substation Completion has been achieved. The Substation Completion Certificate shall include a report containing all information relevant to the achievement of Substation Completion demonstrating that Substation Completion has been achieved.

Section 6.4 Collection System Circuit Completion.

(a) Collection System Circuit Completion. Collection System Circuit Completion shall be achieved with respect to each Collection System Circuit when all of the following have been satisfied with respect to such Collection System Circuit in accordance with the criteria set forth in this Agreement and Exhibit A, as applicable: (i) all Route Improvements associated with such Collection System Circuit have been completed; (ii) such Collection System Circuit is complete and connected from each Turbine on such Collection System Circuit to the Collection System Substation in accordance with the detailed design drawings identified on the Deliverables List as submitted by Contractor to and approved by Owner; (iii) the complete fiber optic network connection from each Turbine on such Collection System Circuit and the permanent metrological tower compliant with the Turbine Supplier’s SCADA requirements have been provided, installed and tested; (iv) fiber optic cable is in place at Tower base to enable termination by Turbine Supplier; (v) the Collection System Circuit has been successfully Energized and tested; and (vi) Contractor has issued the

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Collection System Circuit Completion Certificate in accordance with Section 6.4(b), and Owner has accepted and countersigned the Collection System Circuit Completion Certificate.

(b) Notice of Collection System Circuit Completion. Following a determination by Contractor that Collection System Circuit Completion has been achieved for a Collection System Circuit, Contractor shall prepare a Collection System Circuit Completion Certificate certifying that Collection System Circuit Completion for such Collection System Circuit has been achieved. The Collection System Circuit Completion Certificate shall include a report containing all information relevant to the achievement of Collection System Circuit Completion demonstrating that Collection System Circuit Completion for such Collection System Circuit has been achieved.

Section 6.5 Turbine Mechanical Completion.

(a) Turbine Mechanical Completion. Turbine Mechanical Completion shall be achieved with respect to a Turbine when all of the following have been satisfied in accordance with the criteria set forth in this Agreement and the Turbine Specification: (i) Turbine Foundation Completion for such Turbine has occurred; (ii) the Turbine has been assembled, erected, and installed in accordance with the requirements of this Agreement and the Turbine Specifications; (iii) Substation Completion has occurred and Collection System Circuit Completion has occurred with respect to the applicable Collection System Circuit; (iv) the Turbine is ready for Energization and initial operation in a safe manner; (v) the Owner and Turbine Supplier have completed their agreed upon Mechanical Completion inspection and approval procedure pursuant to the terms of the Turbine Purchase Agreement and have confirmed Mechanical Completion to have occurred pursuant to the Turbine Purchase Agreement; (vi) Contractor has issued a Turbine Mechanical Completion Certificate in accordance with Section 6.5(b), and Owner has accepted and countersigned such Turbine Mechanical Completion Certificate.

(b) Notice of Turbine Mechanical Completion. Following a determination by Contractor that Turbine Mechanical Completion has been achieved with respect to a Turbine, Contractor shall prepare a Turbine Mechanical Completion Certificate certifying that the Turbine Mechanical Completion for such Turbine has been achieved. The Turbine Mechanical Completion Certificate shall include a report containing all information relevant to the achievement of Turbine Mechanical Completion demonstrating that Turbine Mechanical Completion for such Turbine has been achieved.

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Section 6.6 Operations and Maintenance Building Completion.

(a) Operations and Maintenance Building Completion. Applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A): Operations and Maintenance Building Completion shall be achieved when all of the following have been satisfied in accordance with the criteria set forth in this Agreement and Exhibit A, as applicable: (i) the Operations and Maintenance Building is completed in accordance with the detailed design drawings identified on the Deliverables List as submitted by Contractor to and approved by Owner; (ii) the complete fiber optic network connection from each Turbine, each Meteorological Tower, and the Collection System Substation to the Operations and Maintenance Building has been installed and tested; (iii) all permanent stormwater controls associated with the Operations and Maintenance Building have been completed; (iv) all construction debris, rubbish and foreign material have been removed from the area of the Operations and Maintenance Building; (v) all access roads and parking areas for the Operations and Maintenance Building are complete; (vi) the county (or other applicable Governmental Authority having jurisdiction) has issued an Occupancy Permit for the Operations and Maintenance Building; and (vii) Contractor has issued the Operations and Maintenance Building Completion Certificate in accordance with Section 6.6(b), and Owner has accepted and countersigned the Operations and Maintenance Building Completion Certificate.

(b) Notice of Operations and Maintenance Building Completion. Following a determination by Contractor that Operations and Maintenance Building Completion has been achieved, Contractor shall prepare a Operations and Maintenance Building Completion Certificate dated as of such date certifying that the Operations and Maintenance Building Completion has been achieved. The Operations and Maintenance Building Completion Certificate shall include a report containing all information relevant to the achievement of Operations and Maintenance Building Completion demonstrating that Operations and Maintenance Building Completion has been achieved.

Section 6.7 Substantial Completion.

(a) Substantial Completion. Substantial Completion shall be achieved when all of the following have been satisfied in accordance with the criteria set forth in this Agreement and Exhibit A, as applicable: (i) Substation Completion has been achieved; (ii) Collection System Circuit Completion has been achieved for all Collection System Circuits; (iii) Turbine Mechanical Completion has been achieved for all of the Turbines; (iv) Operations and Maintenance Building Completion has been achieved (applicable only if Owner elects the option for an

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Operations and Maintenance Building as provided in Exhibit A); (v) the BOP is capable of delivering electric power up to the full rated capacity of the Turbines to the Point of Interconnection; (vi) Contractor has delivered all the documents and drawings required, including but not limited to the Job Books (including Operating Manuals) and all QA/QC documentation, other than the As-Built Drawings, which shall be submitted pursuant to clause “iv.” of Subsection 2.2(b); (vii) all non-conforming QA/QC issues have been resolved in accordance with the QA/QC procedures, (viii) the Balance of Plant and the Work have in all respects been properly constructed, installed, adjusted, successfully tested, and is complete, in a mechanically, electrically, and structurally sound manner and in accordance with the criteria set forth in Exhibit A, the specifications set forth in the Interconnection Requirements, the Scope of Work, the Turbine Specifications and any other requirements set forth in this Agreement and can be operated and used safely; (ix) the payment of all Delay Liquidated Damages to Owner previously invoiced pursuant to Section 8.2, (x) the Punch List has been agreed to in writing by Contractor and Owner, and (xi) Contractor has issued the Substantial Completion Certificate in accordance with Section 6.7(b), and Owner has accepted and countersigned the Substantial Completion Certificate.

(b) Notice of Substantial Completion. Following a determination by Contractor that Substantial Completion has been achieved, Contractor shall deliver a Substantial Completion Certificate to Owner to notify Owner that Contractor has determined that Substantial Completion has been achieved, and the date on which it occurred together with a proposed Punch List to be agreed upon in accordance with Section 6.9, as applicable.

Section 6.8 Owner Dispute & Acceptance of Completion Certificates. Turbine Foundation Group Completion of a Turbine Foundation Group, Substation

Completion, Collection System Circuit Completion of a Collection System Circuit, Turbine Mechanical Completion of a Turbine, Operations and Maintenance Building Completion (if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A), and Substantial Completion shall each be deemed to have occurred only when the Owner signs the applicable Completion Certificate (and only as of the date of the Owner’s signing of such Completion Certificate) signifying the Owner’s agreement that the applicable requirements for the above have occurred. If Owner disputes Contractor’s determination that all of the applicable Work identified in any Completion Certificate has been completed and/or that Turbine Foundation Group Completion of a Turbine Foundation Group, Substation Completion, Collection System Circuit Completion of a Collection System Circuit, Turbine Mechanical Completion of a Turbine, Operations and Maintenance Building Completion, or Substantial Completion, as applicable, has been achieved, Owner shall provide a written notice to Contractor stating the reasons why Owner believes that the identified Work has not been completed within five (5) Business Days of the receipt of the applicable Completion Certificate. Contractor shall, at no expense to Owner, take all actions necessary to correct the deficiencies identified by Owner

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and shall re-deliver the Completion Certificate once all such corrective actions are taken. Owner shall have three (3) Business Days after such redelivery of the Completion Certificate by Contractor to advise Contractor, in writing, of any remaining deficiencies to be corrected by Contractor. Contractor shall continue to take corrective actions within the above specified time frame and reapply to the Owner for approval of its Completion Certificate until the Owner is satisfied that the applicable Work covered by the Completion Certificate has been completed and the Owner signs the applicable Completion Certificate.

Section 6.9 Punch List. It is understood that upon achievement of Substantial Completion, there may be non-material items of Work remaining to be performed or corrected which do not affect the normal, safe and reliable operation of the Project or any part of the Project. Contractor shall, prior to the Substantial Completion Date, create the Punch List which shall be subject to the Owner’s review and written approval. To the extent not completed as part Substantial Completion, the Punch List shall include full restoration of the Project Site with final road and pad configurations, all permanent gates and cattle guards installed, all temporary facilities removed, all disturbed areas re-vegetated, all permanent storm water management facilities complete, and all of Contractor’s (including Subcontractors’ and Suppliers’) supplies, personnel, and Hazardous Materials brought onto the Project Site (and not required for the operations, maintenance and service of the Project) and trash have been removed from the Project Site. All items on the Punch List shall be completed by Contractor by the Final Completion Date. The Contractor shall not be entitled to the Punch List Holdback Amount until Final Completion (as defined in Article 7) including completion of all Punch List items and delivery of all As-Built Drawings. Contractor shall complete the Punch List within sixty (60) days after Substantial Completion. If Contractor has not completed the Punch List items within sixty (60) days after the Substantial Completion Date, then Owner shall have the right, at its option, and without limiting the Contractor’s obligations, to complete the remaining Punch List items and all costs thereof shall be borne by Contractor, including without limiting the Contractor’s liability therefor, that Owner may withhold funds to cover such amounts from the Punch List Holdback Amount.

ARTICLE 7 FINAL COMPLETION

Section 7.1 Final Completion. Final Completion shall occur when the Contractor demonstrates to the Owner’s satisfaction that all of the following have occurred and the Owner has executed and delivered to the Contractor a Notice of Final Completion: (a) Substantial Completion has occurred; (b) all Punch List items have been completed; (c) the As-Built Drawings, test reports, spare parts and any other documents not yet delivered have been delivered to Owner; (d) final lien waivers and releases in the form of Exhibit W-2 from Contractor and all its Subcontractors and Suppliers have been delivered; (e) all Delay Liquidated Damages and any other payments owing to Owner by Contractor have been paid in full; and (f) there are no Contractor Events of Default. Final Completion shall be deemed to have occurred only when the Owner executes and delivers to the Contractor the Notice of Final Completion (and only as of the date of the Owner’s signing of such Notice of Final Completion) signifying the Owner’s agreement that the applicable requirements for the above have occurred.

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ARTICLE 8 DELAYS, DELAY LIQUIDATED DAMAGES, AND OBLIGATIONS TO MITIGATE

DAMAGES

Section 8.1 Guaranteed Completion Dates. Contractor shall perform the Work such that (i) Turbine Foundation Group Completion for each Turbine Foundation Group shall occur not later than the Guaranteed Turbine Foundation Group Completion Date for such Turbine Foundation Group; (ii) Substation Completion shall occur not later than the Guaranteed Substation Completion Date; (iii) Collection System Circuit Completion for each Collection System Circuit shall occur not later than the Guaranteed Collection System Circuit Completion Date for such Collection System Circuit; (iv) Turbine Mechanical Completion for each Turbine shall occur not later than the Guaranteed Turbine Mechanical Completion Date for such Turbine; and (v) Operations and Maintenance Building Completion shall occur not later than the Guaranteed Operations and Maintenance Building Completion Date (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A). Unless otherwise excused due to Force Majeure Event, or, in the case of Turbine Mechanical Completion, a Crane Wind Day Extension, in the event that Contractor does not achieve Turbine Foundation Group Completion for a Turbine Foundation Group by the applicable Guaranteed Turbine Foundation Group Completion Date, Substation Completion by the Guaranteed Substation Completion Date, Collection System Circuit Completion for a Collection System Circuit by the applicable Guaranteed Collection System Circuit Completion Date, Turbine Mechanical Completion for a Turbine by the applicable Guaranteed Turbine Mechanical Completion Date, or Operations and Maintenance Building Completion by the Guaranteed Operations and Maintenance Building Completion Date (if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A), Contractor shall be liable for Delay Liquidated Damages pursuant to Section 8.2.

Section 8.2 Delay Liquidated Damages.

(a) Turbine Foundation Group Completion. For each day that Turbine Foundation Group Completion of any Turbine Foundation Group occurs after the Guaranteed Turbine Foundation Group Completion Date applicable to that Turbine Foundation Group, irrespective of the cause, excluding delays excused due to Force Majeure Event, until Turbine Foundation Group Completion of that Turbine Foundation Group occurs, Contractor shall be liable for, and shall pay to Owner, liquidated damages (“Turbine Foundation Group Completion Delay Damages”) equal to per day.

In addition to the liquidated damages set forth above in this Subsection 8.2(a), if and to the extent that any failure to achieve any Guaranteed Turbine Foundation Group Completion Date causes the Turbine Supplier to be unable to make any delivery and/or delays Turbine Supplier in making any delivery to any Job Site at the time such delivery is to be made under the Turbine Supply Agreement (any determinations of times that such delivery are to be made and any determinations of inability to make delivery or of delay in delivery being as determined solely between Turbine Supplier and Owner), Contractor will be responsible for all costs and expenses of any remedial measures taken to address such inability to deliver

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or delay in delivery. Such remedial measures will be as determined by Owner in any such instance and may include: (i) diverting/transporting the delivery to a storage or laydown location (in which case the costs and expenses to be borne by Contractor will include costs and expenses of all necessary preparation of the laydown or storage location in accordance with Turbine Supplier’s specifications, offloading of the applicable material or equipment at such laydown or storage location, securing and maintaining the material or equipment at such storage location in accordance with Turbine Supplier’s specifications, and reloading and transporting the applicable material or equipment to and unloading such material or equipment at the Job Site after the applicable Turbine Foundation Completions have in fact occurred); and/or (ii) incurrence attributable to said delay by the Owner of demurrage and/or other delay charges to Turbine Supplier (in which case Contractor shall reimburse Owner for all such charges).

(b) Substation Completion Delay Damages. For each day that Substation Completion occurs after the Guaranteed Substation Completion Date, irrespective of the cause, excluding delays excused due to Force Majeure Event, until Substation Completion occurs, Contractor shall be liable for, and shall pay to Owner, liquidated damages (“Substation Completion Delay Damages”) equal to

) per day.

(c) Collection System Circuit Completion Delay Liquidated Damages. For each day that Collection System Circuit Completion of a Collection System Circuit occurs after the Guaranteed Collection System Circuit Completion Date of that Collection System Circuit, irrespective of the cause, excluding delays excused due to Force Majeure Event, until Collection System Circuit Completion of that Collection System Circuit occurs, Contractor shall be liable for, and shall pay to Owner, liquidated damages (“Collection System Circuit Completion Delay Damages”) equal to per day.

(d) Turbine Mechanical Completion Delay Liquidated Damages. For each day that Turbine Mechanical Completion of a Turbine occurs after the Guaranteed Turbine Mechanical Completion Date of that Turbine, irrespective of the cause, excluding delays excused due to Force Majeure Event or a Crane Wind Day Extension, until Turbine Mechanical Completion of that Turbine occurs, Contractor shall be liable for, and shall pay to Owner, liquidated damages (“Turbine Mechanical Completion Delay Damages”) equal to

per Turbine per day.

For each Turbine for which Turbine Mechanical Completion has not been achieved by the PTC Qualifying Minus Two Months Date, Contractor shall, in addition to the per-day liquidated damages specified above (which shall continue to accrue until Turbine Mechanical Completion is achieved), pay to Owner on the day following the PTC Qualifying Date, additional liquidated damages in the amount of $ 0. Notwithstanding the above, if Contractor, for a particular Turbine, fails to achieve Turbine Mechanical Completion by the PTC Qualifying Minus Two Months Date, but does achieve Turbine Mechanical Completion

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before the PTC Qualifying Date and the Turbine is actually placed in service in order to be considered a “qualified facility” that is eligible for the credits provided for in 26 U.S.C. §45 by the PTC Qualifying Date, Contractor will not be liable for the additional liquidated damages of provided for above in this paragraph. Contractor understands, however, that if Contractor achieves Turbine Mechanical Completion for a Turbine after the PTC Qualifying Minus Two Months Date but before the PTC Qualifying Date, Owner in no manner represents or guarantees that the Turbine will be so placed in service by the PTC Qualifying Date.

(e) Operations and Maintenance Building Completion Delay Damages. Applicable

only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A: For each day that Operations and Maintenance Building Completion occurs after the Guaranteed Operations and Maintenance Building Completion Date, irrespective of the cause, excluding delays excused due to Force Majeure Event, until Operations and Maintenance Building Completion occurs, Contractor shall be liable for, and shall pay to Owner, liquidated damages (“Operations and Maintenance Building Completion Delay Damages”) equal to

per day.

(f) Late Completion Notice. Owner shall provide a written notice to Contractor of such late completion (a “Late Completion Notice”) and any Delay Liquidated Damages due pursuant to the preceding provisions of this Section 8.2. Within thirty (30) days following the receipt of any Late Completion Notice, Contractor shall pay the Delay Liquidated Damages set forth therein.

(g) Application of Each Delay Liquidated Damage Provision. Liquidated damages as provided in each of the preceding subsections of this Section 8.2 shall apply separately and independently of the Liquidated Damages under every other such subsection.

Section 8.3 Delay Liquidated Damages Not a Penalty. The Parties acknowledge and agree that because of the unique nature of the Work and the unavailability of a substitute facility, it is difficult or impossible to determine with precision the amount of damages that would or might be incurred by Owner as a result of Contractor’s failure to achieve Guaranteed Completion Dates. It is understood and agreed by the Parties that (a) Owner shall be damaged by the failure of Contractor to meet such obligation, (b) it would be impracticable or extremely difficult to fix the actual damages resulting therefrom, (c) any sums which would be payable under this ARTICLE 8 are in the nature of liquidated damages, and not a penalty, and are fair and reasonable under the circumstances and (d) each payment represents a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such failure. The payment by Contractor to Owner of Delay Liquidated Damages under Section 8.2 is (other than as provided in Subsection 8.2(a)) Owner’s sole remedy for Contractor’s delay in meeting Guaranteed Completion Dates, except that Contractor’s delay remains subject to Owner’s other rights under this

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Agreement, including Owner’s right to terminate this Agreement for a Contractor Default as described in ARTICLE 14 and to exercise the remedies set forth in ARTICLE 14.

ARTICLE 9

LIMITATION OF LIABILITY

Section 9.1 Consequential Damages. Other than with respect to Contractor’s obligation to pay Delay Liquidated Damages or other amounts for which the Contractor is expressly liable hereunder, in no event shall either Party be liable to the other Party for any exemplary, indirect or consequential losses or damages, including loss of use, lost production, cost of capital, loss of goodwill, lost revenues, loss of profits or loss of contracts, even if such Party has been advised of the possibility of such damages.

Section 9.2 Limitation of Liquidated Damages. Contractor’s maximum liability for the payment of liquidated damages under Article 8 shall not exceed twenty percent (20%) of the Contract Price, as same may be adjusted pursuant to Change Orders or any other provisions of this Agreement.

Section 9.3 Limitation of Liability. Contractor’s maximum aggregate liability to Owner under this Agreement, whether arising in breach of contract, tort, strict liability, or under any other legal theory, shall not exceed the Contract Price, as same may be adjusted pursuant to Change Orders or any other provisions of this Agreement; provided, however, that such total liability limitation shall not apply to, and no credit shall be applied against, such total liability limitation for any claims, losses, costs, expenses, damages, liabilities or other amounts arising out of: (a) Contractor’s indemnity obligations under this Agreement (including all obligations under Article 15); (b) Contractor’s obligations under Article 11; (c) any event, occurrence or other matter covered or should be covered by policies or any proceeds of insurance required to be obtained and maintained by Contractor or any Subcontractor or Supplier under Article 13 and Exhibit S; or (d) fraudulent or unlawful acts or omissions or gross negligence or willful misconduct of Contractor or any Subcontractor or Supplier.

ARTICLE 10 FORCE MAJEURE

Section 10.1 Force Majeure. Any obligation of either Party under this Agreement shall be excused to the extent, but only to the extent, that the applicable Party is unable to perform as the result of Force Majeure. Each Party shall use all reasonable efforts to cure, minimize, mitigate or remedy the effects of the Force Majeure. As used in this agreement, “Force Majeure” means any condition, event, or circumstance, including by way of example,

i. war (whether declared or undeclared), sabotage, civil strife, acts of terrorism;

ii. earthquake, natural disasters; fire; landslides; flood;

iii. hurricanes; tornados, tsunamis; perils of sea; volcanic activity; epidemic;

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iv. quarantine; blockades;

v. seasonal or weather-based road restrictions affecting roads in Michigan, during periods when Turbines or components of Turbines are scheduled to be delivered by Turbine Supplier to Job Sites;

vi. ruling; decree; or injunction of a Governmental Authority;

vii. Acts of God; or

viii. accidents in shipping or transportation (but solely to the extent such accident would itself be a Force Majeure event if the Person shipping or transporting were a party hereto);

but only if, and to the extent: (i) such condition, event, or circumstance is not within the reasonable control of the Party affected; (ii) such condition, event or circumstance, despite the exercise of reasonable diligence, could not be prevented, avoided or removed by such Party; (iii) such condition, event, or circumstance has a material adverse effect on the ability of the affected Party to fulfill its obligations under this Agreement; (iv) the affected Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such condition, event, or circumstance on the affected Party’s ability to fulfill its obligations under this Agreement and to mitigate the consequences thereof; and (v) such condition, event, or circumstance is not the result of any failure of such Party to perform any of its obligations under this Agreement. Furthermore, in no event shall Force Majeure include the following events, conditions or circumstances:

(a) oversold market conditions or other similar circumstances;

(b) shortages of supervisors, labor, or factory/manufacturing capacity except if such shortages are directly due to the occurrence of an independent condition, event, or circumstance described in and meeting the conditions of the first full paragraph of this definition;

(c) late performance as a consequence of any violation of Applicable Law or decisions of a Governmental Authority related to the conduct of Contractor’s or any Subcontractor’s or Supplier’s business, including insolvency or any delay related to the economic, commercial or labor circumstances of Contractor, any Subcontractor or Supplier or other business conducted by Contractor or any Subcontractor or Supplier;

(d) breakdown, loss, or damage to or theft of equipment except where such breakdown, loss, or damage is directly due to the occurrence of an independent condition, event, or circumstance described in and meeting the conditions of the first full paragraph of this definition;

(e) failure of a Party to pay amounts due and owing under this Agreement;

(f) increased costs of the Work, general economic or industry conditions

(g) strikes or labor disturbances;

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(h) a Party’s financial inability to perform under this Agreement; or

(i) wind conditions, it being expressly understood that any other claims related to wind conditions are addressed in the provisions of Section 10.2 below dealing with “Crane Wind Days”

(j) any other weather conditions except as expressly provided in Section 10.1 above;

“Force Majeure” may include the failure of a Subcontractor or Supplier to furnish labor, services, materials or equipment in accordance with its contractual obligations but solely if to the extent such failure would itself be a Force Majeure as defined hereinabove if such Subcontractor or Supplier furnishing such labor, service, materials or equipment were a party hereto.

If either Party’s ability to perform its obligations under this Agreement is affected by an event of Force Majeure event, such Party (the “Affected Party”) shall provide written notice to the other Party within three (3) Business Days after it became aware of the occurrence of such event, but in no event later than thirty (30) Days after the occurrence of such event. Such notice will, to the extent practicable, specify the nature of the occurrence, the reasons why adjustments to this Agreement should be granted, and the projected length of the delay occasioned by reason of such Force Majeure event. Within ten (10) Days after submission of such notice, the Affected Party shall provide a more detailed notice of the impact of the occurrence, and a more detailed estimate of the effect on this Agreement. Such notice will be updated as soon as possible after additional information becomes available to the Affected Party, but in no event less frequently than weekly. If Contractor fails to provide written notice of an event of Force Majeure within the time specified in this paragraph, Contractor’s entitlement to adjustments to the Guaranteed Completion Dates, or other Contractor guaranteed dates herein, shall be reduced to the extent Owner has suffered any material adverse impact as a result of Contractor’s delay in providing such notice.

Under no circumstances shall Contractor be entitled to any additional compensation or damages of any kind or character as a result of the occurrence of an event of Force Majeure.

The suspension of or impact on performance due to an event of Force Majeure shall be of no greater scope and no longer duration than is required by such event. For purposes of clarity, no obligations or liability under this Agreement that arose before the occurrence of the Force Majeure event will be excused (except to the extent adversely impacted by the Force Majeure event) as a result of the occurrence of such event of Force Majeure for any period prior to the occurrence of such event of Force Majeure. The Affected Party shall use all reasonable efforts to:

(a) mitigate the duration of any suspension or delay in, or other impact to the performance of its obligations under this Agreement;

(b) to continue to perform its obligations hereunder; and

(c) to remedy its inability to perform, as applicable.

Provided that Contractor has strictly complied with the requirements of this Section 10.1,

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if an event of Force Majeure occurs, the affected Guaranteed Completion Dates shall be adjusted by the period of time, if any, that Contractor is actually and demonstrably delayed in the performance of its critical path activities as a result of the impact of the event of Force Majeure.

Section 10.2 Crane Wind Days. Contractor shall be entitled to neither any extension of any Guaranteed Completion Dates nor any increase in the Contract Price as a result of any Crane Wind Days other than as expressly provided below in this Section 10.2.

If and when the total number of Crane Full Wind Days experienced by Contractor during the performance of the Work exceeds twenty-four (24) (and, for purposes of computation of such twenty-four (24) Crane Full Wind Days, any two (2) Crane Half Wind Days shall be considered to equal one (1) Crane Full Wind Day), Contractor shall be entitled to the following:

(i) for each Crane Full Wind Day or each two (2) Crane Half Wind Days in excess of the aforesaid quantity of twenty-four (24) (each Crane Full Wind Day or each two (2) Crane Half Wind Days in excess of said quantity of twenty-four (24) being sometimes referred to herein as a “Compensable Crane Wind Day”), a day-for-day extension of the Guaranteed Turbine Mechanical Completion Date for each Turbine the erection of which is delayed by that Compensable Crane Wind Day (a “Crane Wind Day Extension”); and

(ii) an increase in the Contract Price of for each such Compensable Crane Wind Day.

In the event that the total number of Compensable Crane Wind Days that occur during the Work does not come out to an even number of Crane Full Wind Days, i.e., if there is a Crane Half Wind Day that is not matched by another Crane Half Wind Day, then there will be no Crane Wind Day Extension of any Guaranteed Turbine Mechanical Completion Date pursuant to the preceding clause “(i)” for the “extra” Crane Half Wind Day, however, the Contract Price will be increased by one-half (1/2) of the dollar amount specified in the preceding clause “(ii)”, i.e., by

for that “extra” Crane Half Wind Day.

Contractor shall use all commercially reasonable efforts, including working weekends and nights whenever practicable, to avoid and/or make up for delays caused by Crane Wind Days so as to avoid and/or minimize the incurrence and number of Compensable Crane Wind Days. It is understood, however, that in order to minimize or avoid causing problems with Owner’s relations with Land Owners or Occupants, Contractor must obtain Owner’s prior approval for any night work.

Section 10.3 Geotechnical Conditions. Contractor covenants, represents and warrants that it has inspected and reviewed the Geotechnical Studies, which include studies related to the surface and subsurface conditions at the Project Site, and acknowledges and agrees that all such surface or subsurface conditions existing at the Project Site shall not be Force Majeure or a Force Majeure Event that entitles Contractor to any relief of its obligations under this Agreement. All information provided by the Owner to Contractor relating to ground conditions is a description of findings at discrete locations. Owner shall not accept any responsibility for any interpretation placed upon this information, and except as set forth below in this Section 10.3, the Contractor

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may not rely upon or make any claim against Owner by reason thereof. Contractor shall be fully responsible for determining the ground conditions, and for properly designing and constructing the Turbine Foundations, roads, hard standings and other structures accordingly. Contractor is required to complete a Job Site-specific geotechnical investigation for each Turbine location (including any hard-stand area next to the actual Turbine location to be used by Contractor for its crane during construction and including the route of access road to be constructed by Contractor running to the Turbine locations), and this shall be the full responsibility of Contractor. If a Job Site-specific geotechnical investigation or other observation of actual subsurface conditions at a Turbine location (including associated crane hard-stand area and access road route as aforesaid) in the course of the Work discloses subsurface conditions differing materially from those indicated in, or reasonably inferable from, the Geotechnical Studies that could not have been observed through a reasonable inspection of such Job Site prior to the Effective Date, and such conditions actually result in a material increase or decrease in Contractor’s cost of, or the time required for performance of, the Work at such Job Site (including associated crane hard-stand area and access road route), then Contractor or Owner as the case may be shall be entitled to a Change Order pursuant to ARTICLE 5 to take into account the consequences of such differing subsurface conditions on the Construction Schedule, the Guaranteed Completion Dates, and/or on the Contract Price, as applicable. It is expressly understood, however, that any adjustment to the Contract Price pursuant to such a Change Order will take into account added or reduced labor and material cost only and will not include any adjustment for any addition or reduction in the use of Contractor's construction equipment.

ARTICLE 11 WARRANTIES

Section 11.1 Warranty of Title. The Contractor warrants that title to all materials, parts, supplies and equipment furnished in the Work hereunder, and otherwise the Balance of Plant, shall be good; free and clear of all liens, charges, claims and encumbrances of any nature. This warranty of title shall continue without limitation as to time.

If any failure to comply with such warranty of title appears at any time, the Contractor

shall be liable and shall have the obligation to defend the title and sale hereby made of said materials, parts, supplies and equipment against all and every person or persons whomsoever and shall indemnify and save the Owner harmless from and against all losses, damages, costs, expenses (including reasonable attorneys fees), claims and liabilities of every kind and nature arising out of such failure to comply with the warranty.

Section 11.2 Warranty.

(a) Any performance tests required shall be conducted as specified in this Agreement. Should any items fail to perform as guaranteed in this Agreement, Contractor shall promptly make such changes to the items as are necessary to meet the performance guarantees, and such corrections, including any retesting costs, shall be paid for by Contractor.

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(b) Contractor hereby warrants that the Balance of Plant and the Work, including without limitation all of the design, goods, services, materials and equipment supplied by Contractor and its Subcontractors and Suppliers in the Work and all of the workmanship of fabricating, processing, modifying, assembling, erecting, constructing and/or installing both Contractor- (or Subcontractor- or Supplier-) supplied materials and equipment and Owner-supplied materials and equipment: (i) shall be new and unused (except as required for commissioning and placement into initial operation) and undamaged on the Substantial Completion Date; (ii) shall conform to all of the requirements of this Agreement; and (iii) shall be free from defects in design, materials, construction, installation and workmanship for a period of two (2) years from and after the Final Completion Date (the "Warranty Period").

(c) Without limiting any other remedy available to the Owner, if any such nonconformance or defect appears during the Warranty Period, the Contractor shall make any and all repairs or replacements necessary to remedy same (including performing all work incidental to such corrective work, such as but not limited to all associated removal, transportation, disposal and/or reinstallation of equipment or materials) at its sole expense and within a reasonable time after notification by the Owner. The Owner shall provide written notification to the Contractor of any defect using the warranty claim form given in Exhibit HH. The Contractor shall obtain Owner’s written approval of the Contractor’s intended schedule for performing such corrective work prior to commencing such work at the Job Site or other applicable facility locations; and the Contractor shall perform any such work so as not to disrupt or inconvenience the normal activities of the Owner or others. The Contractor shall notify Owner upon completion of any corrective work to allow for the Owner to inspect such work. The Contractor's warranty set forth in Subsection 11.2(b) shall also apply to all corrective work performed pursuant to the foregoing provisions of this paragraph, with the two (2) year term of such warranty for the corrective warranty work to commence on the Owner's final acceptance of such corrective work.

(d) If the Contractor refuses, neglects, or is otherwise unable to take prompt action to correct any non-conformances or defects as provided in the immediately preceding paragraph, the Owner shall (without limiting any other rights or remedies it may have hereunder or at law or equity) have the right to perform or to hire third parties to perform the corrective work (including all work incidental to such corrective work, such as but not limited to all associated removal, transportation, disposal and/or reinstallation of equipment or materials), and the Contractor shall reimburse Owner upon demand for all cost and expense of all such work plus ten percent (10%) to cover the Owner’s administrative costs. The Contractor's warranty set forth in Subsection 11.2(b) shall also apply to

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all corrective work performed by the Owner itself or a third party hired by the Owner pursuant to the foregoing provisions of this paragraph, with the term of the two (2) year warranty for the corrective work to commence on the Owner's final acceptance of such corrective work.

(e) In the event that any corrective work invalidates warranties of Subcontractors or an Owner Contractor, the Contractor shall obtain new warranties satisfactory to the Owner at the Contractor’s expense.

(f) In addition to the Contractor's own preceding warranties, the Contractor shall obtain from its Subcontractors warranties satisfactory to the Owner regarding the portion of the Work performed and/or supplied by them. Such warranties shall be for the benefit of the Owner and the Contractor, and shall be enforceable by the Owner, the Contractor, or both, at the option of the Owner.

ARTICLE 12 TITLE AND RISK OF LOSS

Section 12.1 Passage of Title.

Title to all Contractor (or- Subcontractor- or Supplier-) supplied materials, parts, supplies and equipment that are to be incorporated into and to become a part of the structures, buildings, fixtures, facilities and/or other improvements that are to be erected, constructed and/or installed within the Project Site in the performance of the Work shall pass to Owner at the earlier to occur of:

(a) the date such materials, parts, supplies and equipment have been physically incorporated

into said structures, buildings, fixtures, facilities and/or other improvements; or

(b) the date payment for such materials, parts, supplies and equipment is made by the Owner to the Contractor (i.e., the Owner has paid a Contractor invoice that covers the Work associated with such materials, parts, supplies and equipment);

but in any event not later than the date of Final Completion. Said transfer of title shall in no way limit or otherwise affect any of the Owner’s rights and remedies as set forth elsewhere in Contract or at law or equity. Notwithstanding the transfer of title, the Contractor’s responsibility for loss or damage to such equipment and materials shall be determined in accordance with Section 12.2 hereof.

Any Contractor- (or Subcontractor- or Supplier-) supplied materials, parts, supplies and

equipment that has not yet been actually incorporated into the Work for which title has so passed to Owner but which remains in the care and custody of Contractor or any of its Subcontractors or Suppliers shall be clearly identified as being the property of Owner and shall be segregated from Contractor’s other work or inventory.

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Upon Final Completion, any of the materials, parts, supplies and equipment on the Project Site which remains unused and has neither been:

(a) incorporated into the structures, buildings, fixtures, facilities and/or other improvements

erected, constructed and/or installed within the Project Site in the performance of the Work; or

(b) paid for by the Owner; shall remain the property of the Contractor. The Contractor must, unless otherwise agreed in writing, remove any such materials, parts, supplies and equipment from the Project Site, not later than Final Completion. Notwithstanding the foregoing, if the materials, parts, supplies and equipment in question are materials, parts, supplies and equipment that this Agreement specifically requires the Contractor to provide to the Owner, including a situation where such materials, parts, supplies and equipment is part of particular quantity that this Agreement provides that the Contractor must supply, any of such equipment or material which remains unused upon Final Completion will become and remain the property of the Owner.

Section 12.2 Risk of Loss.

The Contractor shall retain the risk of loss to the BOP and all materials, parts, supplies and equipment incorporated or intended to be incorporated into the BOP (including, in addition to all Contractor-, Subcontractor- or Supplier- supplied materials, parts, supplies and equipment, all Owner Supplied Equipment, the risk of loss to which Owner Supplied Equipment shall pass to the Contractor effective upon delivery thereof to the Contractor), and also specifically including any materials, parts, supplies and equipment in transit or in storage either within or off the Project Site, until Final Completion (or, if this Agreement is terminated prior to Final Completion, then until the effective date of such earlier termination of this Agreement). For purposes of the foregoing, Owner Supplied Equipment shall be deemed “delivered” to the Contractor when it is made available for unloading by the Contractor at the applicable Job Site, Owner-designated storage or lay down area or other work area.

Without limiting the generality of any of the foregoing, the Contractor shall be fully

responsible for any loss or damage to the BOP or to materials, parts, supplies and equipment incorporated or intended to be incorporated into the BOP (including Owner Supplied Equipment in addition to Contractor-, Subcontractor- or Supplier- supplied materials, parts, supplies and equipment) due to theft, pilferage, rust, weathering, and the elements.

In the event of any loss, theft or damage for which the Contractor is responsible under

Section 12.2, the Contractor shall forthwith re-do, repair or replace the applicable Work and/or the materials, parts, supplies and equipment so damaged or destroyed, at its own expense and to the satisfaction of the Owner.

ARTICLE 13 INSURANCE

Section 13.1 Insurance. Contractor shall provide and maintain the insurance specified in Exhibit S in accordance with the terms and provisions thereof.

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ARTICLE 14 DEFAULT AND TERMINATION; SUSPENSION

Section 14.1 Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Contractor hereunder (a “Contractor Event of Default”):

(a) Contractor fails to procure, maintain or provide acceptable evidence of any insurance required to be procured and maintained by Contractor or fails to perform any other obligation under Exhibit S.

(b) Contractor fails for any reason to make prompt payments required to be made by Contractor to any Subcontractor or Supplier of amounts not reasonably in dispute, which failure results in or gives rise to, or could result in or give rise to, a lien or claim against Owner or the Project, or the impairment of Contractor to perform its obligations under this Agreement, and such failure continues for thirty (30) days after receipt of written notice of such non-payment;

(c) Contractor fails to pay, or cause to be paid, to Owner any required payment which is not in dispute, and such failure continues for thirty (30) days after receipt of written notice of such failure;

(d) Contractor fails to achieve Turbine Foundation Group Completion of any Turbine Foundation Group within sixty (60) days after the Guaranteed Turbine Foundation Group Completion Date for such Turbine Foundation Group;

(e) Contractor fails to achieve Substation Completion within sixty (60) days after the Guaranteed Substation Completion Date;

(f) Contractor fails to achieve Collection System Circuit Completion of any Collection System Circuit within sixty (60) days after the Guaranteed Collection System Circuit Completion Date for such Collection System Circuit;

(g) Contractor fails to achieve Turbine Mechanical Completion of any Turbine within sixty (60) days after the Guaranteed Turbine Mechanical Completion Date for such Turbine;

(h) Contractor fails to achieve Operations and Maintenance Building Completion within sixty (60) days after the Guaranteed Operations and Maintenance Building Completion Date (applicable only if Owner elects the option for an Operations and Maintenance Building as provided in Exhibit A);

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(i) Any representation or warranty of Contractor shall prove to be false or misleading and causes a material adverse effect on either Owner’s or Contractor’s ability to perform its obligations under this Agreement;

(j) Contractor makes a general assignment for the benefit of its creditors, is generally unable to pay its debts as they become due or shall commence or file a voluntary case or petition in bankruptcy or shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or future federal, state or other bankruptcy or insolvency statute or law, or shall seek, consent to or acquiesce in the appointment of any bankruptcy or insolvency trustee, receiver or liquidator of Contractor or of all or any substantial part of its properties;

(k) Any action, case or proceeding shall be commenced against Contractor seeking (i) any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any insolvency laws or (ii) the appointment, without the consent or acquiescence of Contractor, of any trustee, receiver or liquidator of Contractor or of all or substantially all of its properties, which proceeding or appointment shall continue unstayed for a period of sixty (60) days;

(l) Contractor abandons the Work;

(m) Contractor fails to deliver the payment and performance bond required by Section 2.9 within five (5) days after the required date of delivery thereof, or fails to deliver a replacement payment and performance bond, similar in form and substance to the existing payment and performance bond, five (5) days after (i) the payment and performance bond delivered on the Effective Date no longer continues to be in effect or (ii) notification from Owner that the issuer of such payment and performance bond no longer meets the requirements set forth in Section 2.9; or

(n) Contractor is in any other respect in material breach of its obligations under this Agreement and such breach continues for thirty (30) days after receipt of written notice from Owner.

Section 14.2 Owner’s Option to Cure an Event of Default.

Upon any Contractor Event of Default, then Owner in addition to any other remedies available under this Agreement, at law or in equity, shall have the right, but not the obligation, to cure such defaults and shall be entitled to recover from Contractor the direct, documented cost of curing such defaults, where such costs and any amounts previously paid to Contractor are in excess of the Contract Price.

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Section 14.3 Event of Default Remedies.

(a) Termination. Upon the occurrence of a Contractor Event of Default, Owner, without prejudice to any remedy provided herein or otherwise available at law or in equity, may, by written notice to Contractor, terminate this Agreement. The termination of this Agreement shall be without prejudice to any other rights or remedies which Owner may have against the Contractor, and no termination of this Agreement shall constitute a waiver, release or estoppel by the Owner of any right, action or cause of action it may have against the Contractor.

(b) Effects of Termination. In the event of a termination by Owner pursuant to Section 14.3(a), Owner shall not be required to make any further payment to Contractor unless and until all claims between the Parties are settled or resolved. If Owner elects to complete the Work, then upon such completion Owner shall determine the completion cost. If the completion cost exceeds the difference between (i) the Contract Price less (ii) the sum of (a) the Retainage, plus (b) all amounts withheld by Owner pursuant to this Agreement, plus (c) all amounts previously paid to Contractor, plus (d) an amount equal to all Delay Liquidated Damages to which Owner would have been entitled pursuant to Section 8.2 upon the completion of the Work, notwithstanding that someone other than Contractor completed the Work, then Contractor shall pay to Owner the amount of such excess within ten (10) Days following receipt of Owner’s demand for such payment. Upon such termination Owner shall have the right to take an assignment of all subcontracts and purchase orders entered into by Contractor in connection with the Work. If requested by Owner, Contractor shall, at Contractor’s cost and expense, remove such materials, equipment, tools and instruments used and any debris or waste materials generated by Contractor in the performance of the Work as Owner may direct. If any termination by Owner pursuant to Section 14.3(a) is ultimately determined to have been wrongful, then such termination shall be deemed a termination for convenience pursuant to Section 14.4, and Contractor’s sole remedy shall be the receipt of the amounts set forth in Section 14.4(b).

(c) Additional Owner’s Remedies. Upon the occurrence or happening of a Contractor Event of Default, Owner, in addition to all other rights and remedies provided in other provisions of this Agreement, may (i) retake possession of the Project Site, (ii) with or without terminating this Agreement, take possession of all construction materials and finish the Work by whatever means, manner or methods Owner may deem expedient, (iii) with or without terminating this Agreement, assume the rights and obligations of Contractor, and to require performance by Subcontractors and Suppliers, under any or all of subcontracts and purchase orders covering the unperformed parts of the Work, whether pursuant to assignment or pursuant to the third party beneficiary rights

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of Owner under such subcontracts and purchase orders, and/or (iv) exercise, enforce, pursue and realize on any and all other rights and remedies available to Owner under applicable Law and/or under this Agreement and all other agreements, documents and instruments executed in connection with this Agreement. In the event Owner, upon the happening or occurrence of a Contractor Event of Default, elects to take possession of the site and all construction materials and finish the Work, Owner, at its election, may assume the rights, powers, remedies, duties, responsibilities and obligations of Contractor under all of its subcontracts and purchase orders covering the unperformed portions of the Work and continue the performance of the parties under any and all such assumed subcontracts and purchase orders as a means, manner or method of finishing the unperformed portion of the Work.

Section 14.4 Termination for Convenience by Owner. Owner may, in its sole discretion, terminate, in whole or in part, this Agreement and the Work at any time. Owner shall exercise such right of termination by giving reasonable written notice of termination to Contractor. In such event:

(a) If requested by Owner, Contractor shall withdraw from the Project Site, shall assign to Owner, to the extent assignable, such of Contractor’s Subcontracts with Subcontractors and purchase orders with Suppliers entered into in connection with the Work as Owner may request, shall transfer to Owner, to the extent transferable, any Contractor Permits obtained for the Work, and shall remove such materials, equipment, tools and instruments used and any debris or waste materials generated by Contractor in the performance of the Work as Owner may direct, and Contractor shall deliver to Owner all designs, drawings, and other Project documents that may be in the Contractor’s possession. .

(b) Within thirty (30) days following receipt from Contractor of an invoice with supporting documentation in reasonable detail, Owner will pay Contractor for all Work completed (based on the amounts therefor set forth in the Milestone Payment Schedule), the reasonable and documented demobilization costs of Contractor, including unavoidable cancellation charges from Subcontractors and Suppliers (Contractor to use its best efforts to avoid and/or minimize all such charges), all to the extent not covered by the payments previously made under the Milestone Payment Schedule. Contractor shall leave for the Owner at the Project Site and/or complete delivery to Owner at the Project Site of materials, supplies, components and equipment for which Owner has paid. Upon payment by the Owner to the Contractor as provided above in this Subsection 14.4(c), the Owner shall no further obligation under this Agreement.

(c) Contractor shall execute all documents and take all other reasonable steps requested by Owner or its assignee which may be required or

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reasonably necessary to vest in Owner or its assignee all rights, set offs, benefits and titles necessary to such assumption by Owner or its assignee of such obligations.

Section 14.5 Suspension. Notwithstanding any other provisions of this Agreement, Owner may at any time, suspend, or extend the time for, Contractor’s performance of all or any part of the Work, upon written notice of no less than two (2) Business Days of such suspension or extension, which notice will include Owner’s then anticipated duration of such suspension of the Work. Thereafter, Contractor shall resume performance as directed by Owner within a reasonable time period after Owner’s notice of resumption of performance. In the event of such suspension or extension (unless such suspension arises as a result of any fault, defect or failure to perform which is attributable to Contractor or any Subcontractor or Supplier), Contractor shall be entitled to reimbursement for additional costs reasonably incurred by Contractor in effectuating such suspension or extension period, such reimbursement to be provided for in a Change Order issued by the Owner pursuant to this Agreement. Contractor shall use all reasonable efforts to minimize or mitigate such suspension costs.

ARTICLE 15 INDEMNIFICATION

Section 15.1 General Indemnification.

(a) General. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, and its parent company, other affiliates, and their respective officers, owners, members, agents, managers, employees, successors and assigns from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses of any nature for:

(i) sickness, disease, death or personal injury to any person, including employees of the Contractor, employees of any Subcontractor or Supplier, employees of Owner, Land Owners or Occupants, or any other person;

(ii) damage to any property, including property of the Contractor, property of any Subcontractor or Supplier, property of the Owner (including the Project), property of Land Owners or Occupants, or property of any other Person,

resulting from, arising out of, or relating to the performance of the Work or otherwise from any act, omission or operation of Contractor, its Subcontractors, Suppliers or their respective employees or agents.

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(b) Contractor Hazardous Material. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, and its parent company, other affiliates, and their respective officers, directors, employees, agents, affiliates, and representatives, from and against any and all third party claims, demands, suits, liabilities, injuries (personal or bodily), property damage, causes of action, losses, costs, expenses, damages or penalties, including, without limitation, court costs and reasonable attorneys’ fees, arising out of, or resulting from, or occasioned by or in connection with a Contractor Hazardous Material.

(c) Easements and Special Land Owner Agreements. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Owner, and its parent company, other affiliates, and their respective officers, directors, employees, agents, affiliates, and representatives, from and against any and all third party claims, demands, suits, liabilities, causes of action, losses, costs, expenses, damages or penalties, including, without limitation, court costs and reasonable attorneys’ fees, arising out of, or resulting from, or occasioned by or in connection with a breach by Contractor of any obligation under an Easement or Special Land Owner Agreement.

(d) Without limiting the foregoing, the Contractor shall at the request of the Owner defend at the Contractor's expense any suit or proceeding brought against the Owner for any of the above-named reasons.

Section 15.2 Infringement Claims. Contractor shall indemnify, defend and hold harmless Owner, and its parent company, other affiliates, and their respective officers, owners, members, agents, managers, employees, successors and assigns from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses arising from any actual or alleged infringement by the Work, or any part thereof, or any designs or equipment furnished or used by the Contractor or any Subcontractor of Supplier in connection therewith, or the Owner’s use of any of the foregoing, infringes any patent, copyright, trade secret, trademark, or other proprietary rights of a third party. Without limiting the foregoing, the Contractor shall at the request of the Owner defend at the Contractor's expense any suit or proceeding brought against the Owner for any of the above-named reasons.

In addition to the above, if Owner’s use of the Work is enjoined, Contractor shall, at its expense, pursue one or more of the following remedies selected by Owner (i) substitute functionally equivalent non-infringing products for the infringing item, (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent or (iii) obtain for Owner the right to continue using such item.

Section 15.3 Survival. The provisions of this ARTICLE 15 shall survive completion, expiration or any termination of this Agreement.

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ARTICLE 16 CONTRACTOR REPRESENTATIONS AND WARRANTIES

Section 16.1 Representations and Warranties. Contractor hereby represents and warrants to Owner, as of (a) the Effective Date, (b) the LNTP Date, if any, and (c) the Notice to Proceed Date, that:

(a) Due Incorporation and Good Standing. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana and is authorized to do business and in good standing in all jurisdictions in which the nature of the business conducted by it makes such authorization necessary and has the requisite power to own and operate its properties, to carry on its business and to execute, deliver and perform its obligations under this Agreement.

(b) Corporate Authorizations. The execution, delivery and performance by Contractor of this Agreement (i) have been duly authorized by all requisite corporate action on its part, (ii) will not violate any Laws, (iii) will not cause a breach of, or result in the imposition of any lien upon any of its assets under, any of its organizational documents or any agreement, instrument or other requirement by which it or any of its properties may be bound or affected and (iv) does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Contractor or any other party to any other agreement with Contractor.

(c) Enforceability. The execution and delivery by Contractor of this Agreement will cause it to constitute a legal, valid and binding obligation of Contractor, enforceable against Contractor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and as enforceability thereof may be subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(d) No Actions. There are no actions, suits, proceedings or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any federal, state or municipal agency which, individually or in the aggregate, is reasonably likely to have a material adverse effect on its ability to perform its obligations under this Agreement.

(e) Government Approvals. No approvals from, and no registration, declaration or filing with, any Governmental Authority is required on the part of Contractor in connection with the execution, delivery and performance of this Agreement, except those which have already been

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obtained or which Contractor anticipates will be timely obtained in the ordinary course of the performance of this Agreement.

(f) Qualifications. Contractor has examined this Agreement thoroughly and has become familiar with and understands its terms and has the experience and qualifications to perform the Work in a manner consistent with all of the requirements of this Agreement.

ARTICLE 17 INTELLECTUAL PROPERTY RIGHTS

Section 17.1 Title to Scope of Work and Deliverable. The Scope of Work and all deliverables to be provided by Contractor pursuant to this Agreement (collectively, the “Documentation”), shall be considered “works made for hire,” as such term is defined under any copyright law, by Contractor for Owner. All Documentation shall at all times be and remain the sole property of the Owner, who shall retain title, and shall be used by the Contractor only for purposes of the Work and for no other use or purpose without the Owner's express prior written consent. To the extent any Documentation is not considered a “work made for hire” under copyright law, and for purposes of non-copyright Laws, Contractor agrees to transfer and automatically assign, and hereby does transfer and assign, to Owner the entire right title and interest for the entire world in and to such Documentation effective as of the date of creation.

Section 17.2 Confidential Information. Contractor will treat all information, materials and data that it receives from Owner or to which it has access from the Owner by virtue of this Agreement as confidential and proprietary to the Owner and/or to one or more Owner Contractors (hereinafter “Confidential Information”), unless and until it falls within one of the exceptions set forth below in this Section 17.9. The Contractor may not disclose, publish, release, transfer, nor otherwise make available Confidential Information in any form to, or for the use or benefit of, any Person without the Owner’s express prior written consent. Notwithstanding the above, Confidential Information will not be deemed to include information that the Contractor can demonstrate: (a) was developed by the Contractor without use of or access to the Owner’s or any Owner Contractors’ Confidential Information; (b) is or becomes generally publicly known (other than through disclosure by or any other act or omission of the Contractor); (c) was already known by the Contractor without any obligations of confidentiality other than pursuant to the preceding provisions of this Section 17.2. Prior to the completion of the Project, Contractor shall treat this Agreement and all matters addressed within it as private and confidential to the Owner. Contractor shall not publish any drawing, photograph, video or film or directly or indirectly disclose any information relating to the Parties’ performance obligations or the Project to the press, radio, television or other news media without the prior written consent of Owner.

ARTICLE 18 DISPUTE RESOLUTION

Section 18.1 Dispute Resolution. An authorized representative of a Party may submit a claim, dispute or other controversy arising out of, or relating to, this Agreement which such authorized representative of the applicable Party does not believe can be

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otherwise resolved by the Parties’ respective authorized representatives (hereinafter collectively referred to as a “Dispute”) to a Senior Officer from each Party for resolution by mutual agreement between the Senior Officers. Any written and signed agreed determination by the Senior Officers shall be final and binding upon the Parties. However, if the Senior Officers do not arrive at a mutual decision as to the Dispute within ten (10) Days (or such longer time as the Parties agree) after notice to each Party of the Dispute, either Party may pursue any other available remedy at law or in equity. For purposes of this Agreement, the term “Senior Officer” means the chief executive officer, president or any vice president of a Party.

Section 18.2 Continuation of Work. Pending final resolution of any Dispute, Contractor shall proceed diligently with the performance of its duties and obligations under this Agreement, and Owner shall continue to make undisputed payments in accordance with such Agreement.

Section 18.3 Jurisdiction and Venue. Each of the Parties hereby agrees that any legal proceedings which may arise out of or relate to this Agreement or under any of the other documents entered into in connection therewith shall be brought in the United States District Court for the Western District of Michigan (and if such court does not have jurisdiction over a matter at controversy between the Parties, any state court located in Michigan or Federal Court sitting in Michigan). Accordingly, each of the Parties hereby submits to the jurisdiction of the United States District Court for the Western District of Michigan (and if such court does not have jurisdiction over a matter in controversy between the Parties, any state court located in Michigan or Federal Court sitting in Michigan) for purposes of all legal proceedings that may arise out of or relating to this Agreement or under any of the other documents entered into in connection therewith. Each of the Parties hereto (a) irrevocably waives, to the fullest extent permitted by applicable Law, any objection which it may have or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum, (b) agrees, to the fullest extent permitted by Federal law, not to raise any objection (other than in respect of subject matter jurisdiction) to the removal or transfer to the United States District Court for the Western District of Michigan of any such proceeding that is initially brought in any other court, and (c) agrees that it will not file any motion or assert any defense in any such proceeding that is inconsistent with the foregoing waivers and consent. Each of the Parties to this Agreement hereby consents to process being served in any such proceeding by the mailing of a copy thereof by certified mail, postage prepaid, to its address specified in Section 19.1 (as such address may be changed as provided therein). EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH.

ARTICLE 19 MISCELLANEOUS

Section 19.1 Notice. All notices which are required or desired to be given hereunder shall be in writing and shall be deemed given: (i) one Business Day after deposit with a nationally recognized overnight courier service marked for overnight delivery and with all

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fees prepaid, or (ii) two Business Days after deposit in the United States mail if sent registered or certified mail, return receipt requested, with all postage and other charges prepaid, or (iii) upon receipt of a telefax (or, if that is not on a Business Day, then on the immediately following Business Day), or (iv) upon the day of actual receipt (or refusal to accept actual delivery) if given or sent by any other means; and in any of such cases addressed and sent as follows:

If delivered to Owner:

Consumers Energy Company 1945 West Parnall Rd Jackson, Michigan 49201 Attn: Mr. Darren L. Owens, P.E. Room P26-104 Office: 517 788 0322 Cell: 517 960 5938 Facsimile: 517 788 7086 Email: [email protected] If delivered to Contractor:

White Construction, Inc. P.O. Box 249 Clinton, Indiana 47842 Attn: Mr. Dan Skinner Facsimile: (765) 832-2075

Either Party may change its above-set forth address or fax number for receipt of notices, or the above-set person to whose attention notices to it are to be addressed, by a written notice to the other Party given in accordance with this Section 19.1.

Section 19.2 Governing Law. This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of Michigan excluding any conflict of laws rules thereof that may cause this Agreement to be governed by or construed in accordance with the law of a different jurisdiction.

Section 19.3 Independent Contractor. Contractor is an independent contractor and nothing contained herein shall be construed as constituting any relationship with Owner other than that of owner and independent contractor, nor shall it be construed as creating any relationship whatsoever including employer/employee, partners or joint venture parties, between Owner and Contractor’s employees.

Section 19.4 No Rights in Third Parties. Unless and except as may be otherwise expressly provided herein, this Agreement and all rights hereunder are intended for the sole benefit of the Parties and shall not imply or create any rights on the part of, or obligations to, any other Person.

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Section 19.5 Assignment.

Contractor shall not assign or otherwise transfer, in whole or in part, by operation of law or otherwise, this Agreement or any of the Contractor’s rights or obligations under this Agreement, without the prior written consent of Owner, which consent may be withheld in Owner’s reasonable discretion. Any assignment not in conformity with this section shall be null and void.

Section 19.6 Incorporation by Reference. All Exhibits to this Agreement are incorporated by reference herein and made a part hereof for all purposes.

Section 19.7 Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and commitments with respect thereto. There are no other oral understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement.

Section 19.8 Amendments. This Agreement may be modified or amended only by a written instrument signed by the Parties.

Section 19.9 Severability. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions hereof shall remain in full force and effect.

Section 19.10 Drafting Ambiguities. Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not be construed more severely against one of the Parties than against the other. Any rule of construction that ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement, or any amendments or exhibits hereto.

Section 19.11 Waiver of Breach. A delay or failure to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other Party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof or the right of either Party thereafter to enforce each and every provisions in accordance with the terms of this Agreement.

Section 19.12 Survival. Termination or expiration of this Agreement shall not relieve either Party of any other obligation imposed under this Agreement which by its nature survives or is not fully performed upon termination hereof.

Section 19.13 Owner’s Right to Audit. For purposes of disputes and for verification of incurred or estimated costs, including all related Direct Costs, claimed by Contractor for any Work performed on a time and material basis, any suspended, terminated, delayed or accelerated Work, or for any claim whatsoever for additional costs, or to verify the Certified Michigan Equipment or Certified Michigan Labor, Owner or its authorized representative shall have the right and free access at any reasonable time during normal business hours to examine, audit and copy all of Contractor’s records and books related to all those costs

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as reasonably necessary to verify those costs, Certified Michigan Equipment or Certified Michigan Labor. Contractor shall not destroy or dispose of any of such documents or records, or permit any subcontractor to destroy or dispose of any such documents or records, for a period of ten (10) years after Final Completion. Pending conclusion of those investigations, Owner shall not be obligated to pay Contractor any amounts that are in question and under investigation.

Section 19.14 Personal Risk Assessment and Cyber Security Access. Contractor/Consultant shall contact the Owner’s third party provider (as indicated by the Owner’s representative) to have a personnel risk assessment performed on any individual who needs to have unescorted physical access or cyber access to Owner’s Critical Cyber Assets (as defined by Owner) in order to perform work under this Contract including other Cyber Assets that require similar treatment. Contractor/Consultant’s employee(s) shall have each individual complete the NERC/CIP training provided by the Owner’s representative and pass a test administered by the Owner’s representative or delegate. All copies of the passed tests will be retained by the Owner as evidence of completion of the required training.

Upon completion of the above steps for each Contractor/Consultant employee, the Owner

shall determine whether said individual shall be granted unescorted physical access or cyber access to Owner’s Critical Cyber Assets. Contractor/Consultant shall notify Owner either prior to or within two (2) hours after employee’s termination for cause.

Contractor/Consultant shall notify Owner in writing within twenty-four (24) hours of the

time an employee transfers, quits or retires and no longer needs access to Owner’s Critical Cyber Assets or who needs access to a different set of Critical Cyber Assets.

Contractor/Consultant shall be responsible for all costs incurred by the Owner’s third

party provider. Section 19.15 Project Site and Job Site Conditions. These

conditions are applicable unless otherwise specified in this Agreement.

(a) Contractor shall provide temporary construction buildings, temporary lighting from designated load centers, and sanitary and other facilities which conform to the requirements of Owner and local authorities. Contractor facilities, storage and parking locations are to be as agreed to by Owner. Contractor shall furnish its own office and any other shelters required, drinking water, and necessary construction utilities including hook-ups, not specifically identified as Owner-furnished items as identified in this Agreement.

(b) During performance of the Work, Contractor shall limit its operations and its personnel to the areas in which it is performing the Work on each Job Site and other Owner designated work locations, and shall ensure that its personnel and Subcontractors enter and leave each Job Site and other Owner designated work locations using the route designated by Owner.

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(c) Any employee, agent, or representative of Contractor and its Subcontractors shall be subject to vehicle, tool box, and lunch box inspections by the Owner upon entering and leaving the Project Site. The Contractor and its Subcontractors are to comply with Owner’s “brassing” requirements.

(d) Contractor shall not permit visitors, cameras or picture taking on any Job Site or other Owner designate work location without the prior written approval of Owner.

(e) Contractor shall comply with requirements set by Owner regarding the design and use of identification badges. It shall be Contractor's responsibility to become fully acquainted with these regulations prior to commencing the Work. Contractor shall at all times abide by and enforce job working rules including any Job Site or other Owner designated work location security system as established by Owner.

(f) Contractor assumes the responsibility to make certain that the Work properly ties in and is compatible with the work of Owner and Owner Contractors on Owner's overall Project. Contractor shall immediately report to Owner any incompatibility of the Work with the other work of Owner or any Owner Contractor on Owner's overall Project, and shall not proceed further with the affected portion of the Work until directed to do so by Owner. All costs resulting from the Contractor proceeding with the affected portion of the Work in the absence of direction from Owner will be to Contractor’s account.

(g) Contractor shall make all necessary provisions to prevent any damage or undue wear to roads, railroads, land, structures, power and communications lines, pipelines or other items, or interferences with their operation or maintenance, all in a manner satisfactory to the owners thereof, and all costs incidental thereto shall be to the account of Contractor. Contractor shall repair or replace any Owner or third party property it damages. Claims of damage arising out of this Subsection 19.15(g) may, at Owner’s discretion, be settled and paid for by Owner and backcharged to Contractor. Owner assumes no responsibility for the condition or maintenance of any road or structure that may be used by Contractor in performing the Work, or in transferring Contractor’s employees to and from any Job Site or other location of the Work. No payment will be made to Contractor by Owner for any work performed in constructing, improving, repairing, or maintaining any road or structure for use in the performance of Work. Contractor shall ensure that all roads within and adjacent to any Job Site are kept open and free and clear of debris. Should Contractor’s operations require that a road be obstructed, Contractor shall notify Owner at least 24 hours prior to the planned obstruction and shall obtain Owner’s concurrence to proceed with the obstruction. Contractor shall provide, erect, and

63

maintain, at its own expense, effective barricades and warning and/or detour signs at both ends of such obstruction.

(h) The services of qualified technical representative(s) shall be provided by Contractor for Contractor’s equipment, if so required, during the unpacking, assembly, installation, start-up, and initial operation of such equipment. The technical representative(s) shall have good language and writing skills (in English) and provide engineering and technical guidance, advice, and counsel based upon current engineering, manufacturing, installation and operating practices for the equipment.

Section 19.16 Ethics and Compliance. Contractor shall comply with the provisions of Exhibit W-5 - CMS Energy Corporation Third-Party Ethics and Compliance Guidelines (2008) (Revision 1 – April 2008) which is a part of this Agreement. Alternatively, if Contractor has an existing documented compliance program that includes compliance standards acceptable to Owner, Contractor may request approval of its existing compliance program, and if approved, Contractor compliance with its existing compliance program will meet the requirement of this Section 19.21. Contractor and all its employees and Subcontractors shall abide by the provisions of Exhibit W-5, or its internal compliance program (as applicable)).

Section 19.17 Captions. The captions contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of intent of this Agreement or the intent of any provision contained herein.

Section 19.18 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart may be executed by facsimile signature or any image of the signed Agreement transmitted by electronic mail (such as an unalterable pdf image file).

[Signatures on Next Page]

CECo BOP EPC CONTRACTOR EXHIBIT INDEX

(Last updated November 12, 2010)

1 11/12/2010 FINAL

Exhibit # Document and Exhibit Title Comments Fina

l

Balance of Plant Agreement X

A Scope of Work X

A-1 Division of Responsibility Matrix X

A-2 Project Site Layout X

A-3 Project Site Flow Plan X

A-4 Easements X

A-5 Intentionally Omitted X

A-6 Project Site Aerial Surveys X

A-7 Meteorological Tower Coordinates (Later) X

A-8 Geotechnical Studies X

A-9 SCADA Diagram X

A-10 SCADA Points List X

A-11 Collection Substation One-line Diagram X

A-12 Substation General Arrangement Plan X

A-13 Substation Structural Elevation X

A-14 Standard HVD Control House Electrical Layout X

B-1 Selected Portions of the TPA – Vestas Exhibits Redacted X

B-2 Selected Portions of Substation Transformer Specifications

X

C List of Owner Permits and Contractor Permits X

D Interconnection Requirements X

E Project Milestone Schedule X

F Milestone Payment Schedule Redacted X

G Intentionally Omitted X

H Form of Change Order Request X

I Intentionally Omitted X

J Intentionally Omitted X

K Contractor’s Rate Schedule Redacted X

L Form of Turbine Foundation Group Completion Certificate

X

M Form of Turbine Mechanical Completion Certificate

X

N Form of Substation Completion Certificate X

O Form of Collection System Circuit Completion Certificate

X

CECo BOP EPC CONTRACTOR EXHIBIT INDEX

(Last updated November 12, 2010)

2 11/12/2010 FINAL

Exhibit # Document and Exhibit Title Comments Fina

l

P Form of Civil Works Completion (Later) X

Q Form of Substantial Completion Certificate X

R Form of O&M Building Completion Certificate X

S Insurance Requirements X

T Guaranteed Completion Dates X

U-1 Records Format – Retirement Units Format Example

X

U-2 Records Format – Policy and Process Manual X

V Form of Job Book X

W-1 CSS 734 Partial Unconditional Waiver X

W-2 CSS 735 Full Unconditional Waiver X

W-3 CSS 0651 A – Vendor Payment – Financial EDI Transactions

X

W-4 CSS 0417 A - Contractor Requirements Hazardous Chemicals

X

W-5 Third Party Ethics and Compliance Guidelines X

W-6 Supplemental W9 Form X

W-7 CSS 733 Sworn Statement X

W-8 Intentionally Omitted X

X Approved Subcontractors X

Y Intentionally Omitted X

Z QA-QC Program X

AA Affidavit of Michigan Equipment, Materials and Labor

X

BB Environmental Plan X

CC Key Personnel X

DD Meetings, Schedule, and Progress Reports X

EE Deliverables List X

FF Request for Information Form X

GG Wind Day Reporting Form X

HH Sample Warranty Claim Form X

II Permanently Installed Materials not Claimed as Sales/Use Tax Exempt

X

Lake WindsTM Energy Park Balance of Plant FINAL Engineering, Procurement, and Construction Agreement CONFIDENTIAL

Exhibit A

Scope of Work

Exhibit A. Scope of Work

Lake Winds Energy Park™ Mason County, Michigan

Final November 10, 2010

Lake Winds Energy Park © 2009 RMT, Inc. All Rights Reserved

Final November 10, 2010

Exhibit A. Scope of Work

Lake Winds Energy Park™

Mason County, Michigan

Final

November 10, 2010

Lake Winds Energy Park FINAL i

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Table of Contents 1. General ........................................................................................................................................... 1-1

1.1 Scope of Work Overview .................................................................................................. 1-1

1.2 General Services ................................................................................................................. 1-1

1.2.1 Engineering, Procurement and Construction Management ........................... 1-2

1.3 Civil Infrastructure Services ............................................................................................. 1-4

1.3.1 General Civil Infrastructure Services to be Provided by Contractor ............. 1-4

1.3.2 Mobilization, Site Construction Setup, and Site Preparation Activities ........ 1-7

1.3.3 Signage .................................................................................................................... 1-9

1.3.4 Access roads and Turbine Laydown Areas ..................................................... 1-10

1.3.5 Foundations ......................................................................................................... 1-12

1.3.6 Crane Pads ........................................................................................................... 1-13

1.3.7 Turbine Installation ............................................................................................. 1-14

1.3.8 FAA Lighting ....................................................................................................... 1-18

1.3.9 Meteorological Towers ....................................................................................... 1-18

1.3.10 Post Construction Site Restoration ................................................................... 1-19

1.4 Electrical Services to Be Provided By Contractor ........................................................ 1-20

1.4.1 Turbine Generator Electrical Services .............................................................. 1-20

1.4.2 Collection System ................................................................................................ 1-21

1.4.3 Substation ............................................................................................................. 1-23

1.4.4 SCADA and Communication System .............................................................. 1-28

1.4.5 Wind Turbine Supplier SCADA System .......................................................... 1-30

1.4.6 Card Access Security .......................................................................................... 1-31

1.4.7 Camera Surveillance System ............................................................................. 1-31

1.5 Contractor Excluded Items ............................................................................................. 1-31

1.5.1 General .................................................................................................................. 1-31

1.5.2 Civil Infrastructure ............................................................................................. 1-31

1.5.3 Electrical Infrastructure ...................................................................................... 1-31

1.5.4 SCADA and Communications .......................................................................... 1-33

1.5.5 Turbine Installation ............................................................................................. 1-33

1.5.6 Substation Installation ........................................................................................ 1-34

1.5.7 Meteorological Towers / Power Curve Testing .............................................. 1-34

1.6 Environmental Conditions .............................................................................................. 1-34

1.7 Codes and Standards ....................................................................................................... 1-36

1.7.1 General .................................................................................................................. 1-36

1.7.2 Applicable Codes and Standards ...................................................................... 1-36

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1.7.3 Electrical Components ........................................................................................ 1-39

1.7.4 Concrete Works ................................................................................................... 1-39

1.8 Submittals and Documentation ...................................................................................... 1-41

1.8.1 General Information ........................................................................................... 1-41

1.8.2 Submittals ............................................................................................................. 1-45

1.8.3 Miscellaneous Submittals ................................................................................... 1-53

1.8.4 Submittal Drawing and Data Requirements ................................................... 1-54

1.8.5 Submittal Document Review ............................................................................. 1-56

1.8.6 Operating Manuals ............................................................................................. 1-57

1.8.7 Job Books .............................................................................................................. 1-58

1.8.8 Record Drawings ................................................................................................. 1-58

1.9 Schedule, Meetings, and Progress Reports ................................................................... 1-58

1.10 Project Controls ................................................................................................................ 1-61

1.11 Request for Information .................................................................................................. 1-62

1.12 Health and Safety Plan .................................................................................................... 1-62

1.13 Environmental Plan ......................................................................................................... 1-62

1.14 Permits ............................................................................................................................... 1-63

1.15 Quality Assurance / Quality Control ............................................................................. 1-63

1.16 Plant Performance Requirements .................................................................................. 1-65

2. Civil / Structural Design .............................................................................................................. 2-1

2.1 General Requirements ....................................................................................................... 2-1

2.2 Geotechnical Investigation ................................................................................................ 2-1

2.3 Design Loads, Load Combinations, and Factors of Safety ........................................... 2-2

2.3.1 Design Loads ......................................................................................................... 2-2

2.3.2 Load Combinations ............................................................................................... 2-2

2.4 Foundations ........................................................................................................................ 2-3

2.4.1 General .................................................................................................................... 2-3

2.4.2 Wind Turbine Generator Foundation Requirements ....................................... 2-4

2.4.3 Substation Foundations ........................................................................................ 2-4

2.5 Concrete ............................................................................................................................... 2-5

2.5.1 General .................................................................................................................... 2-5

2.6 Site Requirements............................................................................................................... 2-8

2.6.1 Temporary Facilities ............................................................................................. 2-8

2.6.2 Services for the Owner ......................................................................................... 2-9

2.6.3 Lay Down and Storage ......................................................................................... 2-9

2.6.4 Temporary Construction Utilities ....................................................................... 2-9

2.6.5 Temporary Fences and Gates ............................................................................ 2-10

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2.6.6 Construction Tools and Equipment ................................................................. 2-10

2.6.7 Signage .................................................................................................................. 2-10

2.6.8 Site Fire Protection .............................................................................................. 2-11

2.6.9 Final Clean up ...................................................................................................... 2-11

2.7 Site Preparation ................................................................................................................ 2-11

2.7.1 General .................................................................................................................. 2-11

2.7.2 Project Site Survey ............................................................................................... 2-12

2.7.3 Project Site Clearing and Grubbing .................................................................. 2-12

2.7.4 Erosion and Sedimentation Control ................................................................. 2-13

2.7.5 Project Site Drainage System ............................................................................. 2-13

2.7.6 Excavation ............................................................................................................ 2-14

2.7.7 Backfilling ............................................................................................................. 2-15

2.7.8 Compaction .......................................................................................................... 2-15

2.7.9 Site Grading ......................................................................................................... 2-15

2.7.10 Finish Grading ..................................................................................................... 2-16

2.8 Roads and Construction Areas ....................................................................................... 2-16

2.8.1 General .................................................................................................................. 2-16

2.8.2 Turbine Trailer Access and Turbine Supplier Requirements ....................... 2-16

2.8.3 Turbine, Meteorological Towers Access and Crane Pads ............................. 2-16

2.8.4 Road Tests ............................................................................................................ 2-17

2.8.5 Road Repairs ........................................................................................................ 2-17

2.8.6 Road Location ...................................................................................................... 2-17

2.8.7 Road Design ......................................................................................................... 2-18

2.8.8 Road Prism Design.............................................................................................. 2-18

2.8.9 Road Drainage ..................................................................................................... 2-19

2.8.10 Surface Drainage ................................................................................................. 2-19

2.8.11 Design of Stream/Wetland Crossing Structures ............................................. 2-19

2.8.12 Road Requirements ............................................................................................. 2-20

2.8.13 Maintenance and Protection of Traffic Routes ................................................ 2-20

3. Collection System ......................................................................................................................... 3-1

3.1 General ................................................................................................................................. 3-1

3.2 Collection System Specific Requirement ........................................................................ 3-2

3.2.1 Project Medium Voltage and Basic Impulse Level ........................................... 3-2

3.3 Maintainability ................................................................................................................... 3-2

3.4 Turbine Transformer Switchgear and MV Cabling....................................................... 3-2

3.5 Fault Indicators ................................................................................................................... 3-3

3.6 Collection System Grounding .......................................................................................... 3-3

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3.7 Load Loss Design ............................................................................................................... 3-3

3.8 Collection System Equipment .......................................................................................... 3-4

3.8.1 34.5kV Cable .......................................................................................................... 3-4

3.8.2 Collection System Ground Wire ......................................................................... 3-4

3.8.3 Cable Accessories, Terminators, Dead Front, Load Break and/or Dead Break elbows ..................................................................................................................... 3-4

3.8.4 Turbine Down Tower Switchgear (if required) ................................................ 3-5

3.8.5 FAA Lights ............................................................................................................. 3-5

3.8.6 34.5kV Pad-Mount Switches (if utilized) ........................................................... 3-6

3.8.7 Surge Arresters ...................................................................................................... 3-6

3.8.8 Pole-Mounted Switches (if utilized) ................................................................... 3-7

3.8.9 Junction Boxes ....................................................................................................... 3-7

3.9 Collection System Installation .......................................................................................... 3-8

3.9.1 Trenching ............................................................................................................... 3-8

3.9.2 Trench Backfill ....................................................................................................... 3-9

3.9.3 Cable and Conduit Installation ........................................................................... 3-9

3.9.4 Road, Utility or Oil and Gas Facility Crossings .............................................. 3-10

3.9.5 Cable Tagging ...................................................................................................... 3-11

3.9.6 Cable Splicing and Terminating ....................................................................... 3-11

3.9.7 Junction Boxes/Cabinets ..................................................................................... 3-12

3.10 Collection System Testing ............................................................................................... 3-13

3.10.1 Manufacturer’s Factory Tests ............................................................................ 3-13

3.10.2 Transformers over 600V ..................................................................................... 3-13

3.10.3 Circuit breakers over 600V................................................................................. 3-13

3.10.4 Down Tower Switchgear (if utilized) ............................................................... 3-13

3.10.5 Switches over 600V ............................................................................................. 3-14

3.10.6 Voltage transformers over 600V ....................................................................... 3-14

3.10.7 Protective relays (including those in the Down Tower Switchgear) ........... 3-14

3.10.8 Grounding ............................................................................................................ 3-15

3.10.9 Field Acceptance Testing and Commissioning ............................................... 3-15

3.10.10 Cable Testing ....................................................................................................... 3-15

4. Substation ...................................................................................................................................... 4-1

4.1 General ................................................................................................................................. 4-1

4.2 Design Requirements ......................................................................................................... 4-1

4.2.1 Codes and Standards ............................................................................................ 4-1

4.2.2 Arrangement .......................................................................................................... 4-2

4.2.3 System Voltage ...................................................................................................... 4-2

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4.2.4 Electrical Clearances ............................................................................................. 4-2

4.3 Equipment and Materials .................................................................................................. 4-2

4.3.1 Bus Conductors and Fittings ............................................................................... 4-2

4.3.2 Main Power Transformer(s) ................................................................................ 4-3

4.3.3 HV Circuit Breakers .............................................................................................. 4-3

4.3.4 HV Disconnect Switches ...................................................................................... 4-3

4.3.5 High Voltage (HV) and Medium Voltage (MV) Surge Arrestors .................. 4-3

4.3.6 MV Circuit Breaker ............................................................................................... 4-3

4.3.7 MV Disconnect Switches ...................................................................................... 4-3

4.3.8 Instrument Transformers ..................................................................................... 4-4

4.3.9 Switchboards ......................................................................................................... 4-5

4.3.10 Metering ................................................................................................................. 4-5

4.3.11 Reactive Power Compensation and MV Capacitors Banks (If Needed) ....... 4-5

4.4 Auxiliary Power ................................................................................................................. 4-5

4.4.1 DC and AC Systems.............................................................................................. 4-6

4.4.2 Station Batteries and Charger .............................................................................. 4-6

4.5 Grounding, Lightning, Lighting, Security, and Operation .......................................... 4-7

4.5.1 Grounding .............................................................................................................. 4-7

4.5.2 Lightning Protection ............................................................................................. 4-8

4.5.3 Lighting .................................................................................................................. 4-8

4.5.4 Security ................................................................................................................... 4-9

4.5.5 Operating and Maintenance ................................................................................ 4-9

4.6 Substation Civil/Structural Design Criteria .................................................................... 4-9

4.6.1 General .................................................................................................................... 4-9

4.6.2 Structures................................................................................................................ 4-9

4.6.3 Foundations ......................................................................................................... 4-10

4.6.4 Fencing .................................................................................................................. 4-10

4.6.5 Raceway ................................................................................................................ 4-10

4.6.6 Underground Cable ............................................................................................ 4-10

4.6.7 Drainage ............................................................................................................... 4-11

4.6.8 Substation Vehicle Access (outside substation fence) .................................... 4-11

4.6.9 Restoration and Landscaping ............................................................................ 4-11

4.7 Substation Control Building ........................................................................................... 4-12

4.7.1 Design and Construction ................................................................................... 4-12

4.8 Substation Protection and Control ................................................................................. 4-13

4.8.1 General .................................................................................................................. 4-13

4.8.2 HV/MV Main Power Transformer Protection ................................................. 4-14

4.8.3 MV Bus Protection .............................................................................................. 4-14

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4.8.4 MV Switchgear Protection ................................................................................. 4-14

4.8.5 MV Collector Circuit Protection ........................................................................ 4-14

4.8.6 MV Capacitor Protection .................................................................................... 4-15

4.8.7 Capacitor Bank Control ...................................................................................... 4-15

4.8.8 Interconnection Protection ................................................................................. 4-16

4.8.9 Wiring ................................................................................................................... 4-16

4.8.10 Control Panels...................................................................................................... 4-17

4.8.11 Relays .................................................................................................................... 4-17

4.8.12 Communications ................................................................................................. 4-17

4.8.13 Telemetry, Disturbance Monitoring and Substation SCADA System ......... 4-19

4.9 Substation Bus, Switch and Equipment Nomenclature System ................................ 4-23

4.10 Drawing and Drafting Standards .................................................................................. 4-23

4.11 Testing................................................................................................................................ 4-25

4.11.1 General .................................................................................................................. 4-25

4.11.2 General Testing and Commissioning ............................................................... 4-25

4.11.3 Transformers over 600V ..................................................................................... 4-26

4.11.4 Circuit breakers over 600V –.............................................................................. 4-26

4.11.5 Switches over 600V – .......................................................................................... 4-26

4.11.6 Station bus systems ............................................................................................. 4-26

4.11.7 Voltage transformers over 600V ....................................................................... 4-27

4.11.8 Protective relays .................................................................................................. 4-27

4.11.9 Station control wiring ......................................................................................... 4-27

4.11.10 Grounding ............................................................................................................ 4-27

4.11.11 Maintenance and Testing ................................................................................... 4-27

5. SCADA and Communications .................................................................................................... 5-1

5.1 General ................................................................................................................................. 5-1

5.1.1 Contractor Scope of Work .................................................................................... 5-1

5.1.2 General Design Philosophy ................................................................................. 5-1

5.1.3 System Layout ....................................................................................................... 5-1

5.1.4 SCADA Integration ............................................................................................... 5-2

5.2 Substation SCADA System Scope .................................................................................... 5-2

5.2.1 Substation Communication System Design ...................................................... 5-2

5.2.2 SCADA Points Lists .............................................................................................. 5-2

5.2.3 Substation Device Configuration ........................................................................ 5-3

5.2.4 Material Specification ........................................................................................... 5-3

5.2.5 Procurement, Installation and Implementation ................................................ 5-3

5.2.6 Commissioning ...................................................................................................... 5-3

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5.3 Fiber Optic Network Design ............................................................................................. 5-4

5.3.1 Design Requirements ............................................................................................ 5-4

5.3.2 Fiber Optic Network Drawings ........................................................................... 5-4

5.3.3 Fiber Optic Splice and Distribution Panel Details ............................................ 5-4

5.4 Fiber Optic Installation ...................................................................................................... 5-4

5.4.1 General Installation ............................................................................................... 5-4

5.4.2 Fiber Terminations ................................................................................................ 5-5

5.5 Telephone and Telecommunications System ................................................................. 5-5

5.5.1 Communications Requirements .......................................................................... 5-5

5.5.2 SCADA Interface ................................................................................................... 5-6

6. O&M Building ............................................................................................................................... 6-1

List of Appendices Appendix A Owner Substation Standards Appendix B Consumers Energy Electric Distribution Engineering Drawing Standards Appendix C Electrical Switchboards Appendix D Metering Requirements Appendix E Relay Requirements Appendix F Underground Collection Cable Specification Appendix G Construction Aids Appendix H Card Access System Appendix I Electrical Loss Information Appendix J O&M Building Specification Appendix K MCRC Specifications

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Section 1 General

1.1 Scope of Work Overview This Scope of Work includes engineering, procurement, civil and electrical infrastructure construction, wind turbine generator (Turbine) erection and mechanical completion, installation of Owner Supplied Equipment, and related work to support the installation of 56 Turbines at the Lake Winds Energy Park™ (Project), located in Mason, County, Michigan, as shown on the Project Site layout attached as Exhibit A-2. The civil infrastructure includes site access roads, foundations, crane paths and pads as necessary, two permanent meteorological towers, two additional optional meteorological towers (if option is selected by the Owner as hereinafter provided), and an optional Operations and Maintenance (O&M) Building (if option is selected by the Owner as hereinafter provided). The electrical infrastructure includes a Collection System Substation with Owner-supplied main transformer, an underground Collection System, in-Tower wiring, and a communications/SCADA system. Additionally, the Work consists of Turbine erection and Mechanical Completion, installation of Owner-furnished equipment and testing and inspections as required under the terms of the Agreement. The Project will interconnect through Consumers Energy Company’s 138 kV High Voltage Distribution (HVD) system under the interconnection requirements provided in Exhibit D.

The scope set forth below describes specific Work that must be accomplished, but does not remove the Contractor’s obligation to perform any and all Work, other than supply of the Owner-Supplied Equipment, necessary to provide a fully functional wind facility properly connected to and fully operable and compatible with the Owner’s HVD system. A Division of Responsibility matrix for the Work is included in Exhibit A-1 (it being understood that such Division of Responsibility matrix is intended for reference purposes and in the event of any inconsistency between it and the body of this Exhibit A, the body of this Exhibit A will prevail).

1.2 General Services The Contractor’s General Services Scope of Work shall include all of the following items (other than Turbine components, Collection System Substation transformer, and other excluded items specifically identified in this Scope of Work).


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1.2.1 Engineering, Procurement and Construction Management A. Prepare a detailed execution plan for the Project. The execution plan will include

details for receipt and transport of material and equipment to their designated sites, including a detailed list of equipment, duration and quantity of each, to support schedule and anticipated sequence of site operation. The schedule will represent the intended workplan and be updated periodically to reflect actual Work progress.

B. Perform the procurement, engineering and design for the Balance of Plant (BOP).

C. Perform a complete geotechnical investigation, including field investigation, laboratory analyses, and reporting for all aspects of the Project necessary to determine the adequacy of the soils for construction means and methods. The geotechnical investigation shall at a minimum include evaluation of each Turbine location, Contractor Responsible Roads, Route Improvements, laydown areas, O&M building location (if option selected), meteorological tower locations, and the Collection System Substation location.

D. Provide civil and electrical engineering to support the design and construction of the Project by professional engineers licensed in the State of Michigan. Design and certified engineering services will be conducted for Contractor Responsible Roads, Route Improvements, crane paths, crane pads, crane lifts, laydown areas, foundations, collection systems, Substation, Substation SCADA system, meteorological towers, O&M Building (if option selected), and any other aspects of the Work, and includes testing needed to complete the design, such as geotechnical and/or geophysical testing.

E. Perform all studies as necessary for the design, including but not limited to: Load Flow Study, Short Circuit Analysis, Harmonics Analysis, Temporary Overvoltage (TOV) and Insulation Coordination Studies, Grounding Studies, Arc Flash Assessment, Protection and Coordination Studies, SCADA, Communication, and Control Interaction Studies, Voltage Ride Through studies.

F. Prepare all BOP installation drawings and instructions (including all of the documentation required to interface the BOP with the Turbines), tests procedures and other materials and information required to install, test, startup and commission the BOP.

G. Participate in design review meeting(s) with Owner to review design, understand requirements, identify constructability issues, and identify areas of the design that do not seem complete or are unclear. After such design meeting(s), Contractor will verify that design is complete and Contractor has no issues with constructing the design, or will notify Owner of further design or clarification that is required.


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H. Assist Owner in obtaining Owner Permits (as included in Exhibit C) relating to the construction, ownership and operation of the Project.

I. Timely obtain all Contractor Permits as included in Exhibit C.

J. Prepare crane travel routes to support Turbine installation sequencing. Crane paths shall only pass across properties for which Owner has Easements, as included in Exhibit A-4. Crane paths to follow Access Roads and Collection System Circuit routes when possible.

K. Perform all work required for Route Improvements. With respect to Route Improvements for public roads within the Project Site Boundaries as shown on Exhibit A-3, any costs needed to meet any requirements agreed to between the Owner and the Mason County Road Commission (MCRC) that are above and beyond the specifications set forth in this Agreement will be paid for by the Owner under the Change Order provisions set forth in the Agreement..

L. Perform quality assurance testing and quality control monitoring in accordance with the QA/QC Program.

M. Validate that materials incorporated into the Work are of good quality and comply with Turbine Supplier requirements, Owner requirements, and plans and specifications, as required.

N. Provide procurement services to support the construction for the civil infrastructure, electrical infrastructure, Turbine Foundations, meteorological towers, O&M building (if option selected), Collection System Circuits, Collection System Substation, and all other aspects of the Work.

O. Ensure that all elements of the Work are performed properly with regard to quality, cost, schedule, and safety, devoting attention, skills, and expertise as necessary to perform the Work in accordance with applicable codes, standards, plans and specifications. Contractor and its subcontractors will be solely responsible for the means, methods, techniques, sequences, and procedures employed for the provisions of the Work. Work will be performed to the level of detail and quality dictated by the engineer in responsible charge of the Work.

P. Provide full-time on-site Environmental, Health, and Safety (EHS) Manager to manage the day-to-day EHS program.

Q. In accordance with Owner requirements, conduct daily safety meetings to identify and mitigate potential work hazards prior to beginning work. Conduct weekly all-hands safety meetings and produce meeting notes to be transmitted to Owner for review.

R. Conduct Environment, Health, and Safety orientation for any new personnel prior to their being released to work on the Project Site.


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S. Report all safety incidents including near misses, minor injuries, and MIOSHA recordable injuries in accordance with Owner requirements.

T. Provide as-built and/or completion documentation for each component and system of the project, as applicable.

U. Provide security for the project for all hours during which construction is not taking place.

V. Interface with local utility and pipeline companies, as required, to facilitate crossings and interconnection. Contractor has identified and included the cost of crossing two (2) natural gas transmission pipelines in addition to distribution utilities.

W. Endeavor to minimize impact to landowners’ property and/or public rights of way in the Project during completion of the Work.

1.3 Civil Infrastructure Services The Contractor’s Civil Infrastructure Scope of Work shall include all of the following items (other than Owner Supplied Equipment and other excluded items identified in this Scope of Work).

1.3.1 General Civil Infrastructure Services to be Provided by Contractor A. Prepare a video of the transportation route for the Project before mobilization,

after demobilization of the first fall construction season, and after demobilization from the Project Site. This documentation will be part of the basis for any public road repairs needed following completion of the Work.

B. Perform tree removal, clearing, grubbing and grading, compacting, and maintenance, as required in cleared areas. Contractor shall minimize the disturbed area.

C. Provide construction surveying, marking and laying-out of Contractor Responsible Roads, Route Improvements, Collection System Circuits, crane paths, Turbine locations, Collection System Substation location, laydown areas, and other locations necessary for the Work.

D. Provide and maintain storm water control features and erosion and sediment control per the Storm Water Pollution Prevention Plan (SWPPP).

E. Provide and maintain a system of temporary lighting for use in the laydown yard and general construction areas where required.

F. Provide for supply of water and distribution of all construction water on site.


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G. Furnish portable toilets for use of all site construction personnel (including Owner and Owner Contractors) and provide for disposal and comply with all applicable regulations.

H. Provide all facilities required by Turbine Supplier as set forth in Exhibit B-1 (Vestas Exhibit M.5).

I. Contractor is responsible for all trash collection and pickup associated with its Work including obtaining any required permits.

J. Dumpsters and trash receptacles shall be provided in sufficient quantities and with sufficient volume to support timely trash removal from the site and preclude windblown trash generated during construction activities.

K. Dumpsters and trash receptacles shall be emptied at a reasonable frequency to prevent overflowing and accumulation of trash around the dumpster.

L. Provide construction electrical supplies and all construction power required to perform the Work including generators, transformers, breakers, disconnects, cables, etc.

M. Install gates at all fences where necessary. Contractor is responsible for fence removal and restoration where necessary. Fence removal shall be conducted in an orderly fashion, maintaining fence integrity of the un-removed portion. Fences shall not be cut and dropped.

N. If applicable, work with the pipeline and utility companies within the Project Site Boundaries during the installation of the Work. Pipeline and utility crossings shall be constructed in accordance with the requirements of the applicable pipeline or utility. Contractor has identified and included the cost of crossing two (2) natural gas transmission pipelines in addition to distribution utility lines.

O. Some overhead and underground utility lines exist on the Project SiteProject Site that traverse the intended public road, access road, collection system, and crane walk paths. These lines will be relocated, dropped, or crossed as needed and as appropriate by Contractor and with prior approval and coordination with the appropriate utility. Upon completion of the task that required the relocation or dropping of the utility lines, Contractor shall return utility lines to their previous location and condition, or such condition as agreed to with the utility.

P. If Contractor proposes to install batch plant, Contractor shall be responsible for installation, labor and materials for on-site batch plant operation, permitting, contracting, compliance, operation, and removal at project completion.

Q. After trenching through Land Owner fields, the Contractor shall be responsible for the repairs of any tile damaged by the trenching process. The Contract Price does not include, and the Owner will pay at the unit price in Exhibit K, for drain


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tile repairs caused as a result of Collection System Circuit installation, provided, that the Contractor shall cooperate with the Owner to minimize all such drain tile damage. The Contract Price does include all costs necessary for any drain tile repairs caused by Turbine Foundation construction, access road installation, or any portion of the Work other than Collection System Circuit installation. All drain tile repairs shall be photographed and the location of the repair shall be determined with GPS and included in the as-built drawings.

R. Contractor shall inspect the public road portions of Contractor Responsible Roads and appurtenant structures (culverts, manholes and other drainage features, guardrails, bridges, utilities, and signage) within the Project Site Boundaries prior to commencement of construction of the Project to determine whether the Contractor Responsible Roads (taking into account road surface, base, sub-base, and shoulder) and the appurtenant structures are in a condition sufficient to support the Work, including documentation that the Contractor Responsible Roads and appurtenant structures meet the Turbine Supplier transportation requirements as included in Exhibit B-1. The results of such inspections shall be set forth in a written report certified by a licensed engineer (“Pre-Construction Inspection Report”) and submitted to the Owner, it being expressly understood that the Owner may also provide this report to the MCRC. The Pre-Construction Inspection Report shall also include the pre-construction video as included in Section 1.3.1(A). Without limiting the foregoing, Contractor shall verify overhead vertical clearance for delivering equipment and turning radius for Turbine blades and Tower components, and supply the results of the verification to the Owner.

S. If the Pre-Construction Inspection Report identifies deficiencies or inadequacies in the Contractor Responsible Roads and/or appurtenant structures relative to the Work, the Contractor shall undertake construction to reinforce and improve the public roads and/or appurtenant structures as necessary to facilitate the Work. Any reinforcement or improvements to the public roads and/or appurtenant structures shall be done in accordance with MCRC requirements and shall be approved by MCRC.

T. Following any reinforcement or improvements of Contractor Responsible Roads or appurtenances, Contractor shall update the Pre-Construction Inspection Report and the photo/video record.

U. Contractor shall prepare and adhere to the Transportation Plan for transportation within the Project Site Boundaries based on Turbine Supplier requirements included in Exhibit B-1, Exhibit A-3, and the results of the Pre-Construction Inspection Report.


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V. MCRC will perform such maintenance and repairs of public roads and appurtenances in the Project Site caused by and performed on an ongoing basis during the Work if, as and to the extent so arranged and agreed to between MCRC and the Owner. Contractor shall on an ongoing basis during the course of the Work perform maintenance and repairs of public roads and appurtenances in the Project Site caused by the Work and not performed by MCRC. The costs of such maintenance and repairs to public roads and appurtenances performed by Contractor, in excess of an allowance of (that is already included in the Contract Price) as computed at the rates and charges set forth in Exhibit K, will be paid for by the Owner at the rates and charges set forth in Exhibit K pursuant to a Change Order provided that such maintenance and repairs both within and in excess of is not caused by Contractor’s failure to perform the applicable Route Improvements in the proper manner required by this Agreement.

W. Following completion of construction of the Project, Contractor shall prepare a post-construction inspection of the public road portions of Contractor Responsible Roads and appurtenances, taking into account the pre-existing conditions, road surface, base, sub-base, and shoulder materials, and appurtenant structures, to identify any damage as compared to the Pre-Construction Inspection Report. The results of such inspections shall be set forth in a written report certified by a licensed engineer (“Post-Construction Inspection Report”) and submitted to the Owner, it being expressly understood that the Owner may also provide this report to the MCRC. The Post-Construction Inspection Report shall also include the post-construction video as included in Section 1.3.1(A).

X. Following completion of construction of the Project, Contractor shall repair any damage to the public roads and appurtenant structures caused by the Work during construction of the Project. The repair activities shall restore the public roads and appurtenant structures to at least the condition that existed prior to commencement of construction of the Project as documented in the Pre-Construction Inspection Report. Any repair or restoration of the public roads and/or appurtenant structures shall be done in accordance with MCRC requirements and shall be approved by MCRC. Contractor shall not be responsible for the repair of damage to public roads and appurtenant structures that is shown to be caused by normal wear and tear.

1.3.2 Mobilization, Site Construction Setup, and Site Preparation Activities Contractor’s responsibilities for mobilization, site construction setup, and site preparation activities include the following:


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A. Construct one main lay down area with space for Contractor’s trailers and up to two (2) field trailers for Owner. In addition, the main lay down area shall include space for the following Turbine Supplier’s facilities: 1.) one (1) 60 foot x 40 foot trailer, 2.) five (5) 40 foot x 8 foot containers for lifting and rigging tools and spare parts, 3.) one (1) 40 foot Commissioning container (for Turbine Supplier), 4.) one (1) 20 foot SCADA container and, 5.) one (1) 20 foot hazardous product container. Trailers (including both the Contractor’s own trailers and Turbine Supplier’s trailers) shall be equipped by Contractor with electrical service, Internet, telephone and parking. Contractor to provide maintenance of office laydown area as required. The electric service hookup provided by Contractor for Turbine Supplier’s trailer shall be a single phase 220 V electric service.

B. Contractor to provide all labor, materials, and equipment necessary to start construction activities.

C. Each trailer to be installed for Owner will include an office large enough for four people, with four (4) desks and four (4) chairs, and all service connections. Contractor shall provide electric service and a minimum of a four (4) line phone system up to the wall jacks and high speed Internet infrastructure wiring up to the wall jacks. The infrastructure shall be sufficient to allow expansion of up to two other Owner trailers if needed.

D. Turbine Supplier will provide its own trailer. In addition to the other facilities mentioned above, Contractor is responsible for providing two Plain Old Telephone Service (POTS) lines to the Turbine Supplier’s trailer. Turbine Supplier shall order its T1 internet service, but the Contractor shall ensure the copper/fiber wiring necessary for this service has been trenched and terminated at the site by no later than 20 Business Days prior to the delivery of the Turbine Supplier trailer to the Project Site (20 Business Days prior to the first Turbine delivery). In the event that local telecom facilities do not allow for timely provisioning of a hard line T1 circuit to the Project Site, Contractor will provide an alternate communication circuit suitable providing T1 equivalent performance, e.g., satellite Internet service. To the extent not already mentioned, Contractor shall supply all facilities as in required by Turbine Supplier as set forth in Exhibit B-1 (Vestas Exhibit M.5).

E. Coordinate with local utilities and procure water, sewer, electric power, phone service, Internet service (T-1 or better), and trailer installation. Coordinate with Owner to assist in establishing these services. Contractor shall be responsible for connecting all communications (phone and T-1) to the site. All payments for these services will be the responsibility of the Contractor.


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F. Provide parking for approximately 25 vehicles for use by Owner and Owner Contractors. In addition, Contractor shall provide space in the area of Turbine Supplier's office trailer for parking of 5 vehicles.

G. Contractor is responsible for the design, permitting (if required) and construction of any temporary fuel containment facilities required to support any ongoing construction operations for the Work. These facilities shall be removed at project completion. Fuel and hazardous material storage shall be located at least 200 ft from any occupied structure or trailer. Fuel and hazardous material storage areas shall comply with all applicable codes and standards.

1.3.3 Signage A. Provide signage as necessary to provide reasonable information and direction to

site personnel. In general site roads shall be marked clearly enough to allow orderly entrance and egress from the project. Road signs shall be placed at major intersections indicating Turbine sites accessible from access roads.

B. Road signs shall clearly identify exit routes. Signs should be legible and of sufficient durability to last the duration of construction activities. If required, Contractor shall obtain permits or permission from state, county, and township authorities for the placement of signs in public right of ways (ROWs).

C. Contractor is responsible for any temporary signage requirements associated with any DOT, Mason County Road Commission Supervisor requirements, or county road agreements. Contractor shall coordinate with appropriate authorities for installation of signs within public ROWs.

D. Site entry signage shall indicate project name, Owner, Contractor, Subcontractors, Turbine Supplier, as well as site rules and entry requirements. Signage shall be approved by the Owner prior to fabrication. Signage will be placed at the main laydown yard area.

E. Construction vehicle speed limit signs (30 mph for Public Roads and 15 mph on Access Roads or as required by Laws) shall be provided at approximate 2 mile intervals along site roadways, or more frequently as required as agreed to by Owner and Contractor.

F. No Trespassing signs shall be provided at site access road entry points.

G. Each Turbine Tower shall be identified. Sign shall be self adhesive, weather resistant, nighttime reflective and consist of 3 inch black letters, oriented to be visible as approached from the access road.

H. Identify and mark assembly locations for use during emergencies or site evacuations.


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I. Provide other signs for overhead power lines, blind corners, dips, and other hazards.

J. Erect and maintain such danger signs, signals, lights, guards and notices as may be necessary to adequately protect Contractor’s work and all site personnel against injury or property damage.

K. Provide warning signs as required per National Electric Code.

L. Contractor shall provide and install E-911 address signs in accordance with local authority requirements.

1.3.4 Access Roads and Turbine Laydown Areas A. Design, survey, procure, and construct all civil infrastructure required to

complete the Work including but not limited to all required materials, access roads, Contractor Responsible Roads, Route Improvements, and Turbine laydown/assembly areas as set forth in Exhibits A-2 and A-3 and in accordance with Section 2 and Exhibit B-1.

B. Strip and stockpile existing topsoil from the civil infrastructure areas. Clear and grub as necessary to perform the Work. Where topsoil is required to be removed as part of the Work, topsoil shall be stripped and stockpiled or windrowed for restoration activities. Topsoil must remain on the property of the landowner from whom the topsoil is stripped.

C. Design, prepare, procure materials, and construct crane travel routes to support Turbine installation sequencing.

D. Maintain Contractor Responsible Roads and Route Improvements within the Project Site Boundaries during construction to ensure maintenance of designed attributes and functionality. Restore all access roads to the specifications set forth in Section 2 as a condition to achieving Final Completion

E. Ensure there are no obstructions in access road turns so as to allow for unobstructed delivery of Turbine components in accordance with Exhibit B-1.

F. Snow shall be removed from access roads as required to enable the work to be performed.

G. Design and construct access roads, Turbine laydown, crane pad, storage, staging, and construction areas at each Turbine location in accordance with Turbine Supplier requirements in Exhibit B-1. Perform tree removal, clearing, grubbing and grading, compacting, and maintenance necessary for these areas. Access roads, Turbine laydown, crane pad, storage, staging, and construction areas shall be constructed such that Turbine delivery vehicles can drive in these areas for


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offloading in all weather conditions. The Contract Price assumes that access road construction will include ten (10) inches of aggregate on geotextile. (to be restored and maintained to this level during the course of the Work and at completion of construction to account for wear during performance of the Work). However, the Contractor shall utilize more or less material (and perform associated additional or reduced Work) as needed to meet actual conditions, responsibility for additional or reduced costs of furnishing and installing such additional or reduced material (and performing the associated additional or reduced Work) to be as set forth in Section 10.3 of the Agreement. Two (2) additional inches of stone material will be added to the roads for final grading and dress up after completion of construction.

H. Provide survey support necessary for the Civil Works, including any specific survey requirements to meet engineering specifications, reasonably locatable utility marking, QA/QC of road construction or other civil specific requirements. Results of these surveys shall be incorporated into Final As-builts and Job Books.

I. Coordinate with Turbine Supplier to mitigate congestion within the Project Site, and provide directions to all such heavy load transportation vehicles to the specific Job Sites in a reasonably timely manner.

J. Provide necessary items to preclude excessive erosion and degradation of site roads due to water runoff, all as outlined in the SWPPP and on design drawings. Contractor shall monitor site conditions during construction and identify areas of extreme runoff and erosion and shall install appropriate control measures. All work related to erosion and sedimentation control will be in accordance with the SWPPP.

K. Contractor is responsible for dust abatement. A palliative (such as calcium chloride) shall be applied on road surfaces adjacent to occupied structures for a distance of not less than 1/4th mile in each direction. Water may be used for dust control in all other areas. Dust control will be provided throughout the duration of the work as required by applicable law, including the permits. Dust abatement on public roads shall be coordinated and shall not occur without approval of by MCRC.

L. Contractor shall install temporary intersection improvements as necessary for the Turbine Supplier to deliver turbine components using the routes identified on the Transportation Plan included in Exhibit A-3. Temporary intersection improvements shall be constructed in accordance with MCRC and MDOT permits and specifications as included in Appendix K of this Exhibit A. Following completion of Turbine deliveries, temporary intersection improvements shall be removed and the area restored to original conditions.


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M. Engineer, procure, and construct the Operation and Maintenance Building (O&M) building (if option selected).

1.3.5 Turbine Foundations A. Procure all materials and install fifty six (56) Turbine Foundations, conduit stub-

outs, and grounding according to design specifications and applicable standards at the locations specified in Exhibit A-5. Contractor will be responsible for procurement of all labor, material and equipment necessary to construct the Turbine Foundations.

B. Design and construct Turbine Foundations in accordance with Sections 2 and Exhibit B-1. Contract Price assumes two (2) differing Turbine Foundation types; 45 each standard (nominal 515 cubic yards of concrete and 47 tons of reinforcing steel) and 11 each buoyant (nominal 600 cubic yards of concrete and 57 tons of reinforcing steel). However, the Contractor shall utilize whatever Turbine Foundation design(s) is needed to meet actual conditions at each Job Site. The responsibility for additional or reduced costs of furnishing and installing the appropriate Turbine Foundation types to the extent of any deviation from the above assumptions is necessary will be determined as set forth in Section 10.3 of the Agreement.

C. Turbine Foundation works shall include clearing, excavating, compacting and placing mud mat or tremie seal as needed to prepare the foundation site. Suitable materials excavated from the Turbine Foundations may be used as fill material to balance the Project Site fills. Permanent removal and hauling off of unsuitable soils off of site not included in Contractor Scope. Suitable materials must meet the requirements specified for Sound Earth as defined in section 205 of the MDOT 2003 Standard Specification for Construction. Excess excavated materials from the Turbine Foundation excavation will be utilized to re-contour the area around the Turbine. All material will remain in the vicinity of the Turbine.

D. Provide Turbine Foundation Templates. Contractor is responsible for fabrication and supply of Turbine Foundation bolt templates as specified by Turbine Supplier in Exhibit B-1. Contractor shall provide a sufficient quantity of templates to satisfy foundation installation schedule. Turbine Foundation templates and embedments will be provided by Contractor and are to be used for purposes of foundation bolt alignment.

E. Provide and install all Tower anchor bolts, nuts, washers, shims, and any other items necessary for the installation of the Tower base on the foundation.

F. Level Turbine Foundation


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G. Provide concrete mix design to Owner for review within thirty (30) days following NTP or LNTP (if there is an LNTP). Any deviation from the design as approved by the Structural Engineer of Record must be authorized prior to use.

H. Provide third party, independent testing for certification of integrity of Turbine Foundation sub-base, compaction of Turbine Foundation sub-base, mud-mat strength, concrete and grout strength, and compaction of backfill around Turbines. Concrete test cylinders shall be taken as a minimum in sufficient quantities to allow testing at 3 days, 7 days, and 28 days, or in accordance with design approved by Structural Engineer of Record, plus one additional cylinder to be retained by Contractor for Owner’s testing. Contractor will apply the application of data loggers in addition to the cylinder testing. Additional cylinders shall be taken in sufficient quantities for acceleration or delayed testing if required. Copies of test reports (in electronic format) are to be provided to Owner for review. Grout break results need to be provided for Owner’s timely review prior to anchor bolt tensioning and remainder of Turbine erection. Copies of all test reports shall be included in the Job Books.

I. Install Turbine Foundation earthing kit.

J. Install Turbine grounding grid and provide strap and hardware in Tower base.

K. Supply and install all electrical and fiber conduits, grounding cables and connectors, electrical conduits, sweeps and cableways necessary for connection of the electrical Collection System Circuits, fiber optic network, and grounding system with the Turbines in accordance with the applicable electrical specifications and standards.

1.3.6 Crane Pads A. Engineer, procure, and construct crane pads, large enough to safely support the

construction crane used to assemble, install, and erect the Turbines. Crane pads shall be prepared, leveled, compacted, tested and suitable for the crane size and loads to be used for the Work. The Contract Price assumes that crane pads will be constructed of eighteen (18) inches of aggregate on geotextile fabric. However, the Contractor shall utilize whatever crane pad design(s) is needed to meet actual conditions at each Job Site. The responsibility for additional or reduced costs of furnishing and installing the appropriate crane pads to the extent of any deviation from the above assumptions is necessary will be determined as set forth in Section 10.3 of the Agreement.

B. Crane pads shall be designed and constructed in accordance with the Turbine Supplier’s requirements included in Exhibit B-1.


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C. Crane pad installation schedule shall be coordinated to enable Turbine delivery directly to crane pad.

D. Provide third party, independent testing for certification of compaction of all crane pads’ foundation soil. Copies of test reports (in electronic format) are to be provided to Owner for review. Copies of all test reports shall be included in the Job Books.

E. Removal of crane pad and restoration to like-original conditions following Turbine commissioning. Owner shall have the option electable by notice to Contractor on or before Turbine Completion of a particular Turbine to have the crane pad left in place. Credit for crane pads left in place is set forth in Exhibit K.

1.3.7 Turbine Installation A. Develop Crane Management Plan for the Work including the requirements

identified in Appendix G to this Exhibit A. Crane Management Plan shall be provided to Owner for review and approval. Copies of the Crane Management Plan shall be included in the Job Books.

B. Receive, inspect, and unload Turbine components in accordance with Exhibit B-1.

C. Perform all assembly of the Turbines including nacelle assembly, cooler assembly, generator mounting, and all other assembly requirements as described in Exhibit B-1.

D. Perform complete Turbine installation, including all components thereof, in accordance with the Installation Manual included in Exhibit B-1 and as necessary to achieve Mechanical Completion as defined by the Form of Mechanical Completion in Exhibit M.

E. The first Turbine(s) erected shall be erected and utilized as a “reference Turbine” to streamline the mechanical completion inspections for remaining Turbines.

F. Erection of Tower base section.

G. Place and run down anchor bolt nuts.

H. Final level adjustment of Tower base section and grouting. Contractor is responsible for grout testing. Sufficient grout cubes shall be taken to allow for 1 day, 7 day, 28 day and 2 additional cubes for accelerated or delayed testing. Contractor testing shall meet the requirements of the Foundation Engineer of Record.

I. Tensioning of all anchor bolts.

J. Erection of lower, lower-mid, upper-mid and top Tower sections.


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K. Supply and install anchor bolt protective caps.

L. Grease anchor bolts and install anchor bolt protective caps and/or painting of anchor bolts.

M. Terminate Tower ground to ground grid strap.

N. Install switchgear in Tower base.

O. Terminate MV cables from Turbine generator to switchgear.

P. Supply MV cable on collection system side of switchgear.

Q. Supply termination materials for collection system side of Switchgear.

R. Terminate MV cable from collection system to Switchgear.

S. Provide Switchgear grounding and connection type.

T. Calculate protection setting, test and commission Switchgear.

U. Off-load, handle and install all service lift components into the appropriate Tower section, in accordance with the service lift installation instructions included in Exhibit B-1. Contractor shall be responsible for installing and confirming proper operation of the service lift.

V. Perform Mechanical Completion activities per Installation Manual included in Exhibit B-1.

W. Clean Turbines and respective Towers in preparation for Mechanical Completion walkdown.

X. Pack delivery devices and make available for pick-up in a timely manner in accordance with Exhibit B-1 so as to avoid delay and demurrage charges to Owner.

Y. Load Delivery Devices on transport equipment in a timely manner in accordance with Exhibit B-1 so as to avoid delay and demurrage charges to Owner..

Z. Pack Special Offloading and Installation Tools in a timely manner in accordance with Exhibit B-1 so as to avoid delay and demurrage charges to Owner.

AA. Make Special Offloading and Installation Tools available for pickup by Turbine Supplier in a timely manner in accordance with Exhibit B-1 so as to avoid delay and demurrage charges to Owner..

BB. Conduct arc flash hazard analysis for switchgear in Turbine base prior to Turbine Mechanical Completion of first Turbine.

CC. Provide arc flash labeling from switchgear out into Collection System Circuit.


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DD. Furnish all rigging, hoisting equipment, and associated labor to unload and install the Turbines and equipment with the exception of the specialized rigging equipment listed in Exhibit B-1 as specifically provided by the Turbine Supplier. All rigging shall be inspected daily and load tested in accordance with MIOSHA/OSHA requirements. Inspection reports shall be retained on site and available for inspection. Tooling shall be capable of satisfying Turbine Supplier Installation Requirements and in good working order. Testing certificates and calibration records shall be retained on site and available for inspection by Owner.

EE. Assist Turbine Supplier, as reasonable, in pre-commissioning and commissioning activities after Mechanical Completion.

FF. Make reasonable efforts to coordinate Turbine deliveries. All deliveries will be inspected by Contractor with receiving reports prepared immediately thereon by the Contractor. Contractor shall not be responsible for any damage caused during delivery to the Turbine Job Site, provided that Contractor immediately provides written report of damage to Owner (using Owner provided form) as long as areas can be reasonably inspected and inventories taken. Contractor shall be responsible for any damage caused by Contractor or Contractor’s Subcontractors during offloading and or after the transfer of care and custody to Contractor.

GG. Offload the Turbines, Turbine components, appurtenances, and parts, including parts shipped loose at each Turbine site. Contractor shall instruct the Turbine Supplier where to deliver the Turbine components.

HH. Major Turbine components shall be staged at the Job Site.

II. Turbine Supplier is responsible for delivery to the Job Site for unloading by the Contractor.

JJ. Delivery and unloading of Turbine components shall be scheduled in accordance with Exhibit B-1 and outlined as follows: Turbine Supplier and Owner shall have a logistics coordinator on-site during Turbine deliveries. Owner shall provide 48 hour notice for any delivery. Contractor shall make reasonable effort to unload Turbine components on the day received. Wind may delay or halt the unloading of parts according to the Agreement. If this occurs, Contractor shall assist with the coordination of staging trucks with the Turbine Supplier. The trucks will then be offloaded when site conditions improve to a condition that will allow safe work to resume.

KK. Turbine Supplier shall provide on-site escort to Turbine Job Site and coordinate location with Contractor. Deliver and unloading periods shall be consistent with Exhibit B-1. Contractor and Owner shall meet daily to review and agree to a


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schedule of major deliveries for the following day. Contractor shall unload, or cause to be unloaded, the Turbine components from each delivery truck within the unloading periods identified in Exhibit B-1. Contractor shall conduct its operations so as to avoid delay and demurrage charges to the Owner under Exhibit U to the Turbine Supply Agreement which is part of Exhibit B-1 to this Agreement.

LL. The Turbine machine base, gearbox, Tower sections, nacelles, blades, hubs, nose cones, parts containers and loose parts will be unloaded at their respective Job Site from the transport trucks. The only equipment that will be unloaded at the central laydown area will be small incidental items such as nuts, bolts and washers.

MM. Contractor shall maintain tarps for components until fully assembled or otherwise protected as required by the Turbine Supplier documents. .

NN. Contractor shall grout, and tension the anchor bolts after the Foundation meets minimum design strength requirements for concrete and grout for the purpose of tensioning anchor bolts, and utilize the leveling process and grouting procedure all in accordance with design specification as set forth in Exhibit B-1.

OO. Technical Field Advisors shall be provided by Turbine Supplier as specified in the Turbine Supply Agreement.

PP. Perform touch up painting of Towers. If damage was noted on the receiving report Contractor may submit a Change Order for this work.

QQ. Turn gearboxes in accordance with Turbine Supplier documents included as Exhibit B-1. Contractor shall keep a log of gearbox turning and shall have it initialed by Owner each Business Day.

RR. Contractor shall be responsible for installing the electrical works of the Turbines in accordance with Exhibit B-1 including but not limited to the electrical completion of the Tower wiring, dropping and terminating the fiber optic cable, downtower cable splices, terminations in the controllers, and dressing of all cables..

SS. Contractor shall inventory and visually inspect all Turbine components concurrently with Turbine Supplier. Contractor reports shall be completed and supplied to Owner. Contractor, using forms and checklists provided by the Turbine Supplier, shall perform a complete inventory concurrently with Turbine Supplier of all minor components and miscellaneous pieces for the first Turbine that arrives to site to establish a bench mark for those minor components and miscellaneous pieces. Contractor shall receive, inventory and inspect all other Turbines’ minor components and miscellaneous pieces in the configuration


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which they are shipped to the site, i.e. in bulk. If bulk material packages are broken upon receipt, contents of packages will be inventoried and shortages will be reported. If packages are not broken upon receipt, detailed inventory will occur once Contractor opens the package.

TT. Provide a one-time pressure washing (using water and biodegradable detergent) of major Turbine components prior to erection to remove road dust and debris accumulated during transportation. Contractor shall maintain cleanliness of Turbine interior during installation of Turbine to ensure a safe environment. Final Turbine cleanliness will be verified at Mechanical Completion. Contractor shall use every effort to maintain cleanliness in the erected Turbines and Towers during construction. Final broom cleaning shall be performed prior to the Mechanical Completion inspection.

UU. Torquing and tensioning of all mechanical connections shall be in accordance with the installation instructions as included in Exhibit B-1.

VV. Contractor shall install stairs, platforms, platform extensions, lights, meteorological and support equipment and all Tower and Turbine appurtenances, as outlined in Exhibit B-1.

WW. Break down and provide support for Turbine Supplier trucks and trailers.

XX. Provide Turbine commissioning support to the Turbine Supplier; however, the Turbine Supplier is responsible for performing Turbine commissioning.

1.3.8 FAA Lighting A. Install FAA lighting on Owner-designated nacelles

B. Supply and install FAA lights (in accordance with the latest FAA circular AC 70/7460-1K), controllers, and associated hardware for two meteorological towers (and for each additional permanent meteorological tower if option selected as provided in Section 1.3.9.F).

C. Installation shall include coordination/synchronization of FAA lights and controller installation.

1.3.9 Meteorological Towers A. Procure and install two (2) 95 meter guy-less meteorological tower at the

locations identified in Exhibit A-7 (to be determined), including FAA lighting, access roads, communications, and the supply and installation of two sets of meteorological instruments (at various heights) per tower. Tower shall be 95 meters, free standing lattice construction. Safety climb cables shall be provided.


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B. Tower locations shall be cleared and grubbed. Access road to meteorological towers shall be 12’ wide graveled access with 4” of rock surface.

C. A chain link fencing with a barbed wire security rim with a total height of 8’- 0” shall be placed around the tower bases allowing a minimum of 8 feet free space around tower base. Fence shall include a lockable 3’ man-gate for personnel access.

D. Provide meteorological tower foundation design, materials and installation. Foundation design shall be certified by a registered professional engineer.

E. Provide power to meteorological tower from the closest Turbine. Average expected equipment load is less than 10 amps, 120VAC nominal. Provide and install a free standing load center panel at the base of the meteorological tower with provisions for isolation of uptower equipment and a 120 VAC outdoor service receptacle. Provide Fiber-optic cable and power cable installation and infrastructure splices, if any, for communications and power between the meterological tower base and the Turbine base. System shall be provided complete and capable of energization and operation.

F. If elected by the Owner by written notice to the Contractor on or before June 1, 2011, Contractor shall perform all necessary Work to provide additional permanent meteorological tower(s) beyond the two mentioned above, meeting the same specifications as set forth above. The addition to the Contract Price, if the Owner elects this option, is set forth in Exhibit F.

1.3.10 Post Construction Site Restoration At the end of the project, Contractor shall:

A. Except as otherwise specified, restore Contractor Responsible Roads, Route Improvements, laydown areas, passing areas, turning radiuses, crane pads, and crane paths to original grade and surface conditions at the end of the Work. This work shall include the reclamation of stone from the lay down area(s). Compacted crane paths and crane pads shall be decompacted.

B. Perform final grading and dressing of the access roads which shall include a new aggregate topping as referred to above. Temporary shoulders for access roads shall be decompacted and reseeded/restored.

C. Perform one final post construction maintenance round on all local roads in the project area used by Contractor and remove all turning radii, passing lanes, and all other temporary road improvements upon the completion of construction. Public road ROW areas shall be restored to the satisfaction of the MCRC.


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D. Grade and reseed (as required) all restored areas. Gravel used in laydown areas shall be removed and spread on road surfaces, topsoil shall be returned to the disturbed areas, and the site shall generally be returned the condition it was in prior to construction.

E. Redistribute the saved topsoil evenly prior to re-vegetation efforts. Reclaimed areas shall be reasonably free of wind-rows or gross irregularities that result in erosion issues. Large rocks unearthed during excavation as part of the Work but not utilized in the construction of the wind farm shall be removed to a nearby location agreeable to Owner. In general, commercially reasonable efforts shall be made to blend disturbed areas into the surrounding natural landscape. Place topsoil as close as practicable to where it came from at the point of generation

F. Restore all borrow pits located at the Project Site that are created by Contractor for Contractor’s use.

G. Re-seed all areas not covered by gravel or existing vegetation, except those that are actively used for agriculture, with native species.

1.4 Electrical Services to Be Provided By Contractor The Contractor’s Electrical Services Scope of Work shall include all of the following items (other than Owner-supplied Equipment and other excluded items identified in this Scope of Work).

1.4.1 Turbine Generator Electrical Services A. Contractor shall perform all electrical works required for Turbine Mechanical

Completion as presented in Section 1.3.7 and Exhibit B-1.


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1.4.2 Collection System Circuits A. Install the Collection System Circuits and grounding grids in accordance with

Section 3.

B. Contractor shall supply and install underground 34.5 kV cables, copper ground wire, and fiber optic communications cable in conduit at a minimum depth of fifty five inches (55”) below the ground surface. Measurement shall be from the ground surface to the highest point of the cable. A warning ribbon will be installed in the same trench at a depth of three feet and three inches (3’3”) below ground surface. Contractor shall furnish and install the 34.5 kV underground aluminum conductor cable collection system with common copper ground wire in accordance with the design. The fiber optic cable shall be laid in conduit in the same trench as the power cable allowing enough separation to protect the fiber optic cable and to enable power cable repairs without damaging the fiber optic cable.

C. The Collection System Circuit home runs shall utilize 1,250 MCM cable.

D. In the event that the underground Collection System Circuit cables intersect a field drain tile route, the Collection System Circuit cables shall be installed a minimum of one (1) foot below the drain tile.

E. Install the 34.5kV Collection System Circuits to the high side of the Turbine switchgear. Contractor shall install and terminate the fiber-optic cable.

F. Provide and install cable markers. Minimum label information is to indicate company name, contact phone number. Exact marker design to be approved by Owner. Markers shall be placed at road crossing, pipe line crossing, changes of cable directions, etc. Contractor shall install underground cable warning posts along the underground collection system routing where ever a fence line is crossed.

G. Where a Collection System Circuit crosses roads, or utility facilities the installation shall be in compliance with local jurisdictions and utility requirements and notification periods.

H. The separation between Collection System Circuit cables and other utilities (e.g., gas, telephone, cable) shall meet the requirements of the NESC and the applicable utility.

I. Preliminary soil thermal resistivity measurements are included in Exhibit A-8. Final soil thermal resistivity values to be determined by Contractor’s Geotechnical Study. Cables will be bedded in native material or thermal backfill, depending on Contractor’s design, and trenches backfilled with compacted


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excavated spoil materials. Backfilled soil within 12” of the collection system cabling must be screened and free of rocks or foreign material that could cause damage to the installed cable. Disposal of the excess fill will be performed by means of blending out into adjacent areas, excess material will remain on-site.

J. Install all terminations in accordance with the instructions and specifications of the device manufacturer.

K. Engage a factory-trained manufacturer’s representative to provide training and certify workmen prior to installing terminating devices. Only such certified workmen shall splice or terminate cables.

L. Provide mandatory training for all personnel conducting cable termination activities. This training shall be provided by the termination vendor and documented with type of training, date conducted, trainees and trainers name.

M. Identify underground splices on As-Built Drawings, identify such locations in the field by markers, and record and deliver to Owner coordinates for such locations. Contractor shall also provide GPS coordinates along the entire underground collection system as part of the As-Built Drawings.

N. Install all cables such that cables adequately supported to prevent strain on terminations.

O. Excavations, borings and conduit installation under existing gas pipelines or other project features, if required, shall be in accordance with any pipeline crossing agreements or agency requirements. Contractor has identified and implemented two natural gas transmission pipeline crossings in addition to distribution utility lines.

P. Maintain survey control points for collection system trench right of way.

Q. Strip and stockpile topsoil for use during re-vegetation.

R. Supply all necessary rubber goods, cable splice materials and consumables necessary for all splices. Contractor shall provide labor and materials to perform installation and terminations (as needed). Locator balls shall be installed at each splice.

S. Direct buried splices are acceptable.

T. Contractor shall provide necessary Junction Boxes in accordance with design drawings. Junction Boxes shall be installed level and plumb. Junction Boxes shall have provisions for cable dead weight support. Each Junction Box shall be clearly marked with appropriate high voltage, bi-lingual signage (English and Spanish) identifying Junction Box number and circuit number(s). Component marking shall be 3 inch white block letters on a royal blue background. A list of


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junction boxes is to be produced and identified on the Collection System Circuit layout drawings. This list shall include NEMA ratings, short circuit ratings and nominal current ratings of Junction Boxes.

U. Grounding cable and grounding rods shall be installed in accordance with the applicable codes and Turbine Supplier requirements.

V. Cables shall be supported such that they align with lugs and are not allowed to droop or layover.

W. Bag and tape all applicable terminations until PD testing.

X. Thoroughly clean all tee leads prior to testing.

Y. Each Collection System Circuit shall be tested / commissioned in accordance with Section 3.10. Contractor shall submit functional test procedures / commissioning plan procedures to Owner for review and approval prior to the tests. The following testing shall be required for the collection system and associated work at a minimum:

1. Perform grounding grid testing for the Turbine meeting all applicable codes and Turbine Supplier test requirements.

2. Perform PD testing on collection system.

3. Perform testing on other collection system equipment in accordance with Section 3.10.

1.4.3 Collection System Substation A. Engineer, procure and construct one 34.5 / 138 kV substation including all

grading work, crushed rock surfacing, foundations, ground grid, control building, bus work, bus supports, breakers, switches, station auxiliary transformer, surge arrestors, lightning protection, instrumentation and relays, programming, testing, and commissioning in accordance with Section 3. Such substation shall be at the location identified in Exhibit A-2.

B. The Collection System Substation shall be an outdoor air-insulated conventional utility substation similar in configuration, arrangement, equipment type and operation to the Owner’s existing bulk power substations.

C. The Contractor shall procure equipment and services from reputable manufacturers or subcontractors who have supplied similar equipment and services for at least 8 years in the United States of America with proven designs, manufacturing and quality control processes and who are ISO registered, certified and compliant and accept Owner witness testing. All equipment to be used in the Collection System Substation shall be subject to review and approval


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by Consumers Energy for compatibility with the existing electric system and ensure that the Collection System Substation can be operated safely, reliably and economically by Consumers operations and maintenance personnel.


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D. Perform substation work including:

1. Tree and vegetation removal, clearing, grubbing and grading, and compacting.

2. Strip and stockpile topsoil for use during re-vegetation.

3. Clear, grade, and compact the area for the substation foundation. Substation final grade shall be comprised of 6 inches of 1-1/2-inch or smaller size washed crushed rock.

4. Install ground grid fully compliant with IEEE Standards. After installation, the ground grid shall be tested to ensure it meets the Owner’s requirements.

5. A minimum 6-inch depth of crushed rock surfacing.

6. Contractor will provide the concrete foundations and oil containment pit and make all connections and terminations to the power transformer. The foundation and oil containment shall be of suitable strength to allow jack and slide installation of the main step transformer described more fully in Exhibit B-2.

7. Offload (in a timely manner to avoid demurrage) and install the 34.5-138 kV Collection System Substation transformers . One will be integrated into the Project and one will be installed but left as a spare, set and bolted to a concrete foundation. The list of Owner-furnished engineering drawings and specifications for the Collection System Substation transformers are in Exhibit B-2. Transformer manufacturer representative shall be present during the offloading and installation process.

8. A grating floor along with MIOSHA required handrail, if applicable (on the substation transformer foundations and oil containment vault) to provide convenient access to the instruments and control equipment on the transformer.

9. All metallic grating shall be grounded by Contractor, and any material to ground it shall be provided by the Contractor.

10. Review and verification that equipment vendors’ (e.g. main substation transformer) drawings and documentations are appropriate for the successful interconnections and equipment arrangements.

11. Inspecting and receiving equipment and materials delivered to the job site to ensure that the equipment and materials are undamaged and are in compliance with specifications.


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12. It should be the responsibility of the contractor to protect the materials and equipment against damage and theft until the Owner accepts the project.

13. All electrical interconnects and tie-in’s between the collection system and the project substation.

14. Flexible connections for all equipment supplied shall be provided as required, ensuring continuity of service during thermal expansion or contraction, vibration and seismic activities.

15. A chain link perimeter fence with three strand barb wire.

16. High-voltage and medium-voltage potential transformers.

17. High-voltage and medium-voltage arrestors.

18. High-voltage and medium-voltage disconnect switches.

19. High-voltage and medium-voltage CT’s.

20. High-voltage circuit breaker(s).

21. 34.5 kV main and feeder circuit breakers.

22. All necessary aluminum buswork and support structures.

23. Lightning masts and shield wire.

24. A control building.

25. Nameplates for each piece of equipment as specified.

26. Electrical protection equipment including, but not limited to, (i) primary and back-up line protection, (ii) primary and back-up protection for the main step-up transformer, and (iii) feeder protection.

27. AC power supplies and AC distribution panel(s).

28. DC battery system and charger, and DC distribution panels.

29. Substation auxiliary power shall be supplied from two (2) sources with an automatic change over switch to switch from one to the other. One source shall be via a step down transformer powered from the 34.5kV substation bus, the other from the local distribution line.

30. A suitably sized UPS will be supplied and installed such that if there are any service critical equipment (e.g., routers, SCADA servers, etc.) they would not power down and up during the auto transfer. If all such devices are DC powered off the station batteries this UPS is not necessary.


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31. Contractor shall install high side revenue metering for the wind farm at the substation. Owner will provide a set of metering PT's, CT's and meter socket for installation by the contractor.

E. Collection System Substation shall be tested / commissioned. Contractor shall submit functional test procedures / commissioning plan procedures to Owner for review fourteen (14) days prior to the tests and coordinate testing/commissioning with Owner.

F. Owner representative will be notified for witness functional and acceptance tests two weeks prior to test schedule.

G. Contractor shall, with respect to the Collection System Substation, complete all Work related to the main transformers, including, but not limited to foundation, off-loading and placement. Contractor’s scope does not include assembly, dressout, and acceptance testing of main transformers.

H. Contractor shall submit energization plans to Owner for review fourteen (14) days before energization, and coordinate energization with Owner. Owner must authorize Contractor to proceed before Contractor proceeds with the energization.

I. Provide the Collection System Substation SCADA system to provide control and/or indication for the Collection System Substation circuit breakers, disconnect switches, transformers, protection relays, communications equipment, battery systems, and station service.

J. Design, procure, install, and test the Collection System Substation SCADA System as described in Section 1.4.4.

K. Provide O&M manuals for all Contractor provided Collection System Substation equipment. O&M manuals for Collection System Substation equipment shall be provided prior to final commissioning in accordance with the Deliverables List.

L. Perform equipment acceptance testing utilizing a third-party testing agent.

M. Provide a fiber optic patch panel in the substation control building for termination of fiber optic cables to the Turbines and to other equipment as necessary. The fiber optic cable(s) from the Turbine will be terminated in the substation control building by Contractor.

N. The Collection System Substation will be operated and maintained as an integral part of the Consumers Energy High Voltage Distribution (HVD) system and as such the substation bus, switch and equipment nomenclature system (and correct coloring) including for control and relay panels, shall be compatible with the existing electric system. Contractor shall obtain from Owner all required


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nomenclature for the substation and attached circuits at an appropriate time prior to energization.

O. The Collection System Substation control building will include battery (with proper ventilation), relay and control panels, and other appurtenants for proper substation operation, and will include equipment and relays.

P. Provide lightning masts at the Collection System Substation along with the shield wire connections.

Q. Coordinate provision of a provide phone line for the control building. Provide isolation for the phone line if not provided by the telephone company.

R. Provide substation lighting meeting the minimum lighting levels for the appropriate circumstances of indoor, outdoor, and roadway areas given in the latest editions of NFPA 70 and ANSI C2.

1.4.4 SCADA and Communication System A. Coordinate and provide the SCADA system for the Collection System Substation

(“Substation SCADA System”). The Substation SCADA System is required for the purpose of providing substation information and control function to Owner/operator as well as providing information about the wind farm and Collection System Substation to transmission provider and control area system operator.

B. Design, procure, install, program and test all the equipment necessary to integrate the systems in accordance with Section 4.

C. The Substation SCADA System shall be designed and installed with requirements as further described in this scope of work.

D. Develop and install the configuration files for the Substation SCADA System devices based on the system design and points lists. Contractor shall coordinate with Owner’s System Design and EFL groups for installation and testing of configuration files.

E. Provide all the necessary equipment, cables and programming to consolidate access to the protection equipment for remote interrogation, event report downloading and consolidation of substation data.

F. The Collection System Substation control building will contain a data concentrator and communications processor to collect substation data signals for facility use. All relays shall have LCD read out on the front.

G. Develop a Substation SCADA System test plan to be reviewed by Owner and perform tests to check for proper operation of Substation SCADA System


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including the appropriate collection and distribution of all the data points and correct functionality of all control (analog and digital). Testing shall be coordinated with Owner.

H. The Contractor scope of supply shall include but not be limited to the provision of all necessary material and installation in accordance and the following:

1. Furnish and install fiber optic cable interconnecting the Turbines, meterological towers, and the Collection System Substation. Fiber optic cable shall be placed in conduit in accordance with Section 3.

2. Furnish an additional ten meters of cable at each end. All cables shall be appropriately labeled with a permanently attached label.

3. Provide all the necessary equipment, cables and programming to consolidate access to the protection equipment for remote interrogation, event report downloading and consolidation of project substation data. Remote interrogation of relays for event report downloading (through either a data concentrator or the RTU) shall be developed in conjunction with Owner’s System Design group to ensure a design consistent with the Owner’s existing systems.

4. Furnish all conduits as required for any fiber optic cable, phone, and/or communication circuits entry into substation control building including that associated with connection to the interconnection substation.

5. Furnish and install fiber optic splice and distribution panels as required.

6. Furnish and install above ground communications/fiber optic cable junction boxes as required.

7. Contractor shall provide and install a fiber optic patch panel in the Collection System Substation control building to terminate fiber optic cables to the interconnection point, and to the Turbine’s as required.

8. Terminate all fiber optic cable utilized in the collection system and substation. Perform OTDR tests on all fibers.

9. Furnish connectors, break-out kits, and other miscellaneous materials required for terminating. Contractor is to provide fiber patch cables to connect from patch panel to Substation SCADA System equipment.

10. Label each fiber with a permanent label attached to/near cable describing the purpose of each pair.

11. Furnish and install wind farm communications network including above ground communications cable junction boxes and all associated terminations such that the fiber runs are continuous from point to point


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(e.g., Turbine to Turbine, Turbine to Collection System Substation, Turbine to meteorological towers).

12. Provide a reliable cost effective fully functional system.

13. Furnish and install an appropriate DC supply for all the SCADA and communications devices such that a temporary loss of AC power does not power down the SCADA or communications equipment.

14. If the SCADA and communications equipment used is not DC powered an appropriately sized secure UPS system shall be supplied to power these devices on their own AC circuit.

15. Procure and install all necessary cables to provide information from the Collection System Substation equipment to the Turbine Supplier SCADA System including fiber optic cable.

16. Prepare an acceptance testing procedure and submit for review.

17. Include any devices necessary for the Substation SCADA System to communicate with a Windows based system.

18. Ensure that all the communications paths (including dial up meter reading lines, any 4 wire analog circuits, or digital circuits) between the project and the Owner are in place in time to commission the Project.

19. Contractor, in working with the local telephone company, shall provide Telco phone/communications protection board (typically plywood) to be mounted on the side of a suitable control house wall. Board design/layout shall follow typical Owner design for such. Contractor to obtain standard drawings from Owner’s System Design group.

1.4.5 Wind Turbine Supplier SCADA System A. Install and maintain T1 data grade line (or equivalent) in accordance with the

Project Schedule terminated to Turbine Supplier SCADA server

B. Provide Turbine Supplier with a static public internet protocol (IP) address accessible through any internet connection

C. Supply fiber optic cable in accordance with Fiber Cable Handling Instructions and Fiber Optic Layout as included in Exhibit B-1.

D. Install fiber optic network cable in conjunction with Collection System Circuits and junction boxes

E. Install fiber optic cable at Tower base providing appropriate amount for terminations


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F. Provide power supply and communication links for Wind Turbine Supplier SCADA System server

G. Supply and install fiber cable to Wind Turbine Supplier SCADA System server location

1.4.6 Card Access Security A. Contractor shall install a card access system for Turbine doors. Acceptable card

access system hardware is included in Appendix H to this Exhibit A.

1.4.7 Camera Surveillance System A. Contractor shall design a camera surveillance system for the Turbines and

substation. Contractor shall procure and install all equipment necessary for future use of a camera surveillance system at the site. The Camera Surveillance system shall be designed in anticipation of future NERC requirements.

1.5 Contractor Excluded Items Notwithstanding any conflicting statement in this Exhibit A or elsewhere in the Agreement, the following items are not included in the Contractor’s Scope of Work.

1.5.1 General A. Owner Permits.

B. ALTA surveys or boundary surveys for the project.

C. Securing all land rights for construction of the project.

1.5.2 Civil Infrastructure B. Space for construction office, parking and lay down area shall be granted to the

Contractor to be utilized during execution of the Work. Any costs to be paid to the landowner for use of this land shall be by the Owner.

1.5.3 Electrical Infrastructure A. Owner to supply FAA lighting and brackets for Turbines

B. Connection of FAA lighting to Wind Turbine Supplier SCADA System (Turbine Supplier responsible)

C. Provide personal protective equipment plan for Arc Flash for Turbine (Turbine Supplier responsible)


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D. Arc Flash labeling from Switchgear in (Turbine Supplier responsible)


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1.5.4 SCADA and Communications A. Commissioning and start up of the Wind Turbine Supplier SCADA system will

be carried out by the Wind Turbine Supplier.

B. Design of fiber optic network (To be completed by Turbine Supplier upon receipt of Owner’s Electrical One-Line Diagram)

C. Supply of termination material for fiber optic cable terminations to Wind Turbine Supplier SCADA System server and Turbines

D. Termination of fiber optic cable to appropriate control panel inside Wind Turbine base

E. Installation of SCADA System server

F. Termination of fiber cable to SCADA System server

G. Termination of fiber cable to permanent meteorological towers

H. Provide and install instrumentation and loggers for permanent meteorological towers

1.5.5 Turbine Installation A. Owner to procure and Turbine Supplier to deliver Turbines to the Job Sites per

the schedule in Exhibit B-1.

B. Turbine Supplier shall properly tarp turbine components prior to shipping to eliminate unwanted foreign materials from entering turbine components. Tarp material will be sufficient to allow for use during on-site storage prior to turbine erection.

C. Turbine Supplier shall provide transportation to remove empty shipping containers and materials.

D. Owner to provide design data, installation manuals, and other information furnished by the Turbine Supplier for proper handling and installation of the Turbines, as provided in Exhibit B-1 and other Turbine Supplier documents.

E. Specialized tools and equipment needed for the erection of the Turbines as per Exhibit B-1.

F. Turbine Supplier shall provide supervision and technical advice during turbine erection. The technicians shall provide oversight and provide Contractor with any specialized training.


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G. Turbine Supplier shall provide an additional supply of all bolts and other loose erection components, which will be used in case of shortages. The remaining bolts and other loose erection components if not used for erection will be returned to the Turbine Supplier or put into inventory for O&M usage at Owner’s discretion.

H. Turbine Supplier shall provide touch-up paint for Tower and other painted surfaces as required. Contractor is responsible for such touch-up painting required as a result of the erection process.

I. Turbine Supplier shall be responsible for start-up and commissioning of the Turbines.

1.5.6 Substation Installation A. Procurement, delivery, dressing, and testing of the main power transformers is

provided by the Owner’s main transformer supplier.

1.5.7 Meteorological Towers / Power Curve Testing A. Site calibration by Owner.

B. Power curve testing by Owner.

1.6 Environmental Conditions The BOP shall be designed by the Contractor to operate satisfactorily throughout the range of temperature and climatological conditions expected at the site. Approximate environmental design conditions for the site include the following:

A. Wind Loads

1. Basic Wind Speed, V = 40 m/s (3-second gust at 10m elevation), shall be scaled up to the appropriate dimensions using the height, importance, and topographic factors detailed in ASCE 7-05 Section 6. Site specific wind speeds and statistics are included in the Site Meteorological Data.

2. Exposure Class C

3. Importance Factor, I = 1

4. Occupancy Category = II (ASCE 7-05 section 1)

B. Seismic Requirements- Earthquake Loads

1. Mapped spectral response accelerations (Ss = 0.035, S1 = 0.08)

2. Spectral response coefficients (Sds = 0.085, Sd1 = 0.084)


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3. Seismic design category: A

4. Importance Factor I = 1

5. Earthquake loads specified here are based on preliminary information; final earthquake loading will be included in the final site geotechnical assessment.

C. Other Normal and Extreme Environmental Conditions:

1. Minimum low ambient temperature – Normal 23 degrees Fahrenheit (°F) (-5 degrees centigrade [°C]), Extreme -22°F (30 C) (IEC 61400-1 and National Climactic Data Center Records for Ludington, MI). Ludington, MI specific temperature conditions are included in the meteorological data.

2. Maximum high ambient temperature – Normal 104°F (40°C), Extreme 122°F (50°C) (IEC 61400-1). Ludington, MI specific temperature conditions are included in the meteorological data.

3. Normal Humidity: Range of up to 95% relative humidity (IEC 61400-1)

4. Snow Accumulation- Snow Loads – 60-inches on horizontal surfaces (IBC 2006)

5. Ice Accumulation – 0.5-inches at 10 meters shall be scaled up to the appropriate dimensions using the height, importance and topographic factors detailed in ASCE 7-05 section 10.4.

6. Combination wind load on ice covered structure – (50-year mean recurrence interval uniform ice thickness due to freezing rain with concurrent 3-second gust speed) gust speed of 40 mph, shall be scaled up to the appropriate dimensions using the height, importance and topographic factors detailed in ASCE 7-05 section 10.5

7. Lightning – Up to 2 flashes per square kilometer per year (Global Atmospherics, Inc. 1996-2000 Flash Density map). Lightning frequency estimates for each Turbine in the wind farm and component design to prevent lightening damage shall be in accordance the methods recommended in the current versions of NFPA 780 and IEC 61400-24.

8. NCDC Climate Records

a. Average annual temperature: 46.5° F (NCDC Climate Normals for “Ludington 4 SE” weather station, 1971-2000)

b. Extreme low temperature (30 year dataset): -22° F (Ludington 4 SE weather station daily minimum temperature, 1979-1008)

c. Average days per year below -20° C (-4° F): 1.5 (based on 45 days in 30 years) (Ludington 4 SE weather station daily minimum temperature, 1979-1008)


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d. Extreme high temperature (30 year dataset): 99° F (Ludington 4 SE weather station daily maximum temperature, 1979-1008)

1.7 Codes and Standards

1.7.1 General The Contractor shall be fully responsible for the sufficiency of the Work. The Contractor shall be responsible for the complete design and design checks.

1.7.2 Applicable Codes and Standards Designs shall be in accordance with all applicable Laws, applicable standards, applicable Contractor Permits and Owner Permits, and Prudent Wind Industry Practices. Without limiting the foregoing, it is the Contractor’s responsibility to conform to the requirements of all local, state, and federal codes pertaining to all aspects of the Work and meet or exceed the minimum requirements of the applicable sections of the following codes and standards in effect at the time of the Agreement. Any departure from the referenced codes must be fully described in writing and submitted for the Owner’s review. =

A. American Association of State and Highway Transportation Officials (AASHTO)

B. American Concrete Institute (ACI)

C. American National Standards Institute (ANSI)

D. American Society of Mechanical Engineers (ASME)

1. ASME A120.1 Safety Requirements for Powered Platforms and Traveling Ladders and Gantries for Building Maintenance

E. American Society of Civil Engineers (ASCE)

F. ASCE 7-05 - Minimum Design Loads for Buildings and Other Structures

G. American Society for Testing and Materials (ASTM)

H. American Institute of Steel Construction (AISC)

I. American Petroleum Institute (API)

J. American Welding Society (AWS)

K. AWS D1.1 Structural Welding Code -Steel

L. AWS D1.2 Structural Welding Code -Aluminum

M. Aluminum Association (AA)


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N. Association of Edison Illuminating Companies (AEIC)

O. American Iron and Steel Institute (AISI)

P. CRSI, Concrete Reinforcing Steel Institute

Q. Edison Electric Institute (EEI)

R. Environmental Protection Agency (EPA)

S. Factory Mutual (FM)

T. Institute of Electrical and Electronic Engineers (IEEE)

1. IEEE 80: Guide for Safety in AC Substation Grounding

2. IEEE 142: Recommended Practice for Grounding of Industrial and Commercial Power Systems

3. IEEE 400: Guide for Field Testing and Evaluation of the Insulation of Shielded Power Cable System

4. IEEE 386: Standard for Separable Insulated Connector Systems for Power Distribution Systems Above 600 V

5. IEEE 404: Standard for Extruded and Laminated Dielectric Shielded Cable Joints Rated 2500 V to 500 000 V

6. IEEE 484: Recommended Practice for Installation, Design, and Implementation of Vented Lead-Acid Batteries for Stationary Applications

7. IEEE 487: Recommended Practice for the Protection of Wire-Line Communication Facilities Serving Electric Power Locations

8. IEEE 519: Recommended Practices and Requirements for Harmonic Control in Electrical Power Systems

9. IEEE1584: Guide for Performing Arc-Flash Hazard Calculations

10. ANSI/IEEE Std 81: Guide for Measuring Earth Resistivity, Ground Impedance, and Earth Surface Potentials of a Ground System

11. IEEE 605: Guide for Bus Design in Air Insulated Substations

12. IEEE 485: IEEE Recommended Practice for Sizing Lead-Acid Batteries for Stationary Applications

U. Insulated Cable Engineers Association (ICEA)

V. International Building Code (IBC)

W. International Electrotechnical Commission (IEC)


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X. International Electrical Testing Association (NETA)

Y. Illuminating Engineering Society of (IES)

Z. National Board of Fire Underwriters (NBFU)

AA. National Institute of Standards and Technology (NIST)

BB. National Electrical Safety Code ANSI/IEEE C2 (NESC)

CC. National Electrical Manufacturers Association (NEMA)

DD. National Fire Protection Association (NFPA)

1. 70 – National Electrical Code (NEC)

2. 780 – Lightning Protection Code

3. 70E – Standard for Electrical Safety in the Workplace

4. 850 – Recommended Practice for fire Protection for Electric Generating Plants and High Voltage Direct Current Convert Stations

5. 15 – Standard for Water Spray Fixed systems for Fire Protection

EE. National Ready Mixed Concrete Association (NRMCA)

FF. Research Council for Structural Connections (RCSC)

GG. Underwriters' Laboratories (UL)

HH. Uniform Building Code (UBC)

II. Michigan Building Code (2006)

JJ. Federal Aviation Administration

KK. Advisory Circular AC 150/5345-43F

LL. North American Electric Reliability Corporation (NERC)

MM. Michigan Occupational Safety and Health Administration (MIOSHA)

NN. Occupational Safety and Health Administration (OSHA)

OO. OSHA 1910.68 Powered Platforms

PP. Michigan Department of Transportation 2003 Standard Specification for Construction

QQ. Federal Highway Administration (FHWA) Publications

1. Drilled Shafts: Construction Procedures and Design Methods (FHWA-IF-99-025

2. Design and Construction of Driven Pile Foundations, Volumes I and II


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3. Design and Construction of Continuous Flight Auger Piles (FHWA-HIF-07-039)

4. Dynamic Compaction (FHWA-SA-95-037)

5. Subsurface Investigations – Geotechnical Site Characterization (FHWA-NHI-01-031)

1.7.3 Electrical Components In addition to the applicable Codes and Standards listed elsewhere, the following shall apply to the electrical components to the extent they are applicable.

A. Cable ICEA, AEIC CS6 (EPR) , AEIC CS8 (TRXLPE)

B. Power Swithchgear ANSI C37

C. Lightning Arresters ANSI C62

D. Insulators ANSI C29

E. Apparatus Bushings ANSI C76

F. Power and Instrument Transformers

ANSI C57

G. Grounding IEEE 80

H. Rigid Bus IEEE 605

1.7.4 Concrete Works In addition to the applicable Codes and Standards listed elsewhere, the following shall apply to the concrete work to the extent they are applicable:

ACI 211.1 Recommended Practice for Selecting Proportions for Normal Weight Concrete.

ACI 301 Specification for Structural Concrete for Buildings.

ACI 304 Recommended for Measuring, Mixing, Transporting and Placing Concrete.

ACI 305 Recommended Practice for Hot Weather Concreting.

ACI 306 Recommended Practice for Cold Weather Concreting.

ACI 318 Building Code Requirements for Reinforced Concrete.

ACI 347 Recommended Practice for Concrete Formwork.


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CRSI Manual of Standard Practice

CRSI Recommended Practice for Placing Reinforcing Bars.

CRSI Recommended Practice for Placing Bar Supports, Specifications, and Nomenclature.

CRSI Recommended Practice for Reinforcing Bar Splices

ASTM A82 Standard Specifications for Cold Drawn Steel Wire for Concrete Reinforcement

ASTM A185 Welded Steel Wire Fabric for Concrete Reinforcements.

ASTM A685 Deformed and Plain Billet Steel Bars for Concrete Reinforcement.

ASTM C31 Practice for Making and Curing Concrete Test Specimens in the Field.

ASTM C33 Concrete Aggregates.

ASTM C39 Test Method for Compressive Strength of Cylindrical Concrete Specimens.

ASTM C42 Method of Obtaining and Testing Drilled Cores and Sawed Beams of Concretes.

ASTM C94 Ready-Mixed Concrete.

ASTM C143 Test for Slump of Portland Cement Concrete.

ASTM C150 Portland Cement.

ASTM C171 Sheet Materials for Curing Concrete.

ASTM C172 Method of Sampling Fresh Concrete.

ASMT C192 Method of Making and Curing Concrete Test Specimens in the Laboratory.

ASTM C231 Test Method for Air Content of Freshly Mixed Concrete by the Pressure Method.

ASMT C260 Air Entraining Admixtures for Concrete.

ASTM C494 Chemical Admixtures for Concrete.

ASC 336 1 Specification for the Construction of Drilled Piers.

All materials shall be first class throughout and due consideration shall be given to interchangeability of parts, wherever good practice allows. All equipment and materials shall be new and unused.


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1.8 Submittals and Documentation

1.8.1 General Information

A. Definitions:

1. Submittals are defined below or in other sections of the Agreement documents:

a. Construction drawings include the documents used to construct the project. These shall follow the Owner’s standards and be created on the Owner’s standard drawing sizes and title blocks.

b. Shop drawings include custom-prepared data of all types including drawings, diagrams, specifications, performance curves, material schedules, weld schedules, templates, instructions, and similar information.

c. Product data includes standard printed information on materials, products, and systems; not custom-prepared for this project, other than the designation of selections from available choices.

d. Samples include both fabricated and unfabricated physical examples of materials, products, and Work; both as complete units and as smaller portions of units of Work; either for limited visual inspection or (where indicated) for more detailed testing and analysis. Mock-ups are a special form of samples which are too large to be handled in the specified manner for transmittal of sample submittals.

2. Miscellaneous submittals are those technical reports, administrative submittals, certificates, and guarantees not defined as shop drawings, product data, or samples.

a. Technical reports include laboratory reports, tests, technical procedures, technical records, and Contractor's design analysis. Also included are environmental planning and compliance documents, reports, and other submittals for Michigan Department of Natural Resources and Environment (MDNRE) or other governing agencies.


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b. Administrative submittals are those non-technical submittals required by the Agreement or deemed necessary for administrative records. These submittals include maintenance agreements, bonds, Project photographs, physical work records, statements of applicability, Project record data, schedules, security/protection/safety data, and similar type submittals.

c. Certificates and guarantees are those submittals on equipment and materials where a written certificate or guarantee from the Supplier is called for in the specifications.

3. Refer to Exhibit EE which lists the minimum required submittals.

B. Quality Requirements:

1. Submittals such as shop drawings and product data shall be of suitable quality for legibility and reproduction purposes. Every line, character, and letter shall be clearly legible. Drawings issued by electronic media shall be useable for further reproduction to yield legible hard copy.

2. Documents submitted to Owner that do not conform to specified requirements shall be subject to rejection by Owner, and upon request by Owner, Contractor shall resubmit conforming documents. If conforming submittals cannot be obtained, such documents shall be retraced, redrawn, or photographically restored as may be necessary to meet such requirements. Contractor's (or his Subcontractor's) failure to initially satisfy the legibility quality requirements will not relieve Contractor (or his Subcontractors) from meeting the required schedule for submittal of shop drawings and product data.

C. Language and Dimensions:

1. All primary dimensional units shall be shown in the English units, in addition to any other units.

2. All words shall be in the English language in addition to any other language, for use at the construction site.

D. Submittal Completeness:


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1. Submittals shall be complete with respect to dimensions, design criteria, materials of construction, and other information specified to enable Owner to review the information effectively.

2. Where standard drawings are furnished which cover a number of variations of the general class of equipment, each such drawing shall be individually annotated to describe exactly which parts of the drawing apply to the equipment being furnished. Use hatch marks to indicate variations that do not apply to the submittal. The use of "highlighting markers" is not an acceptable means of annotating submittals. Such annotation shall also include proper identification of the Submittal permanently attached to the drawing.

3. Reproductions or copies of drawings or portions thereof will not be accepted as complete fabrication or erection drawings.

E. Form of Submittals:

1. Submittals and other Project documents shall be transmitted in electronic format as specified.

a. Selected submittals may be provided in paper ("hardcopy") copies with advance approval of Owner, and using the procedures specified herein.

b. Equipment instruction books and operating manuals shall be provided in paper copies in addition to specified electronic format.

2. Electronic Format:

a. When practicable, scanned submittals and documents shall not be used. Transmit submittals and Project documents in:

(1) Nonproprietary, native electronic format incorporating any necessary reference files, or

(2) Adobe Portable Document Format (PDF) files created directly from native electronic format, or


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(3) TIFF file format, or

(4) Owner-approved equal.

b. For any given submittal, the filename and format shall be consistent for initial submission and subsequent revisions of the same. Use consistent naming convention throughout.

(1) Nonconforming Submittals are subject to rejection by Owner.

c. Provide "Construction Record" submittals, including drawings, documents, equipment instruction books and operating manuals, and other documents to the Owner.

(1) Construction Record drawings shall be submitted electronically on CD-ROM or DVD in AutoCAD (*.dwg or *.dxf) and PDF format as required and approved by Owner.

(2) Construction Record drawings may be submitted in hardcopy form to the Owner with prior written approval.

3. Digital delivery media may be via email to Owner. If submittals are larger than 5 MB, delivery shall be delivery to Owner via CD-ROM, flash drive, or DVD.

F. Conforming to Construction Records or As-Built Requirements:

1. Submittals and Owner-supplied Project documentation, which by Prudent Wind Industry Practices are conformed, shall be conformed to construction record conditions. Delivery format is detailed above.

2. Construction Record drawings shall be submitted for Owner approval following completion of the construction and no later than at time of Final Completion.


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1.8.2 Submittals

A. Submittals shall be broken down into two categories: “Approval Required Submittals” and “Other Submittals”:

1. Approval Required Submittals:

a. Approval Required Submittals shall be approved by the Owner prior to Contractor proceeding with design or release for fabrication or manufacture.

b. Approval Required Submittals shall be resubmitted on each revision for the number of times required to obtain compliance with the Agreement. However, any need for re-submittals in excess of the number set forth in the accepted schedule, or any other delay under Contractor’s responsibility, will not be grounds for extension of the Project Schedule.

c. Shall be defined in the Deliverables List.

d. Shall be so marked on the transmittal to the Owner.

e. The approval of submittals by Owner does not relieve the Contractor or Supplier of the responsibility to meet requirements of the Agreement or any legal responsibility for such designs.

2. Work relative to Approval Required Submittals, if commenced or shipped prior to the submittal having been stamped “AAS” (or “Approved as Submitted”) or “AAN” (or “Approved as Noted”) by Owner shall be performed at Contractor’s risk. A copy or sample of each submittal shall be kept in good order by Contractor at the Site.

The remaining submittals, the Other Submittals, shall include the data included in Sections 1.8.4 and 1.8.5 and information as applicable to the particular equipment and materials and in accordance with applicable codes and standards.

B. Schedule of submittals:

1. Prepare for Owner’s concurrence, a schedule for submission of all submittals specified or necessary for Owner’s approval of the use of


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equipment and materials proposed for incorporation in the Work or needed for proper installation, operation, or maintenance. Submit the schedule with the procurement schedule and Work progress schedule. Schedule submission of all submittals to permit review, fabrication, and delivery in time to not cause a delay in the Work of Contractor or his Subcontractors or any other contractors as described herein.

2. In establishing schedule for submittals, allow 15 working days in Owner’s office for reviewing original submittals and 10 working days in Owner’s office for reviewing re-submittals.

3. Submittals requiring revision shall be resubmitted within 10 working days after receipt of Owner’s review notations.

4. The schedule shall indicate the anticipated dates of original submission for each item and Owner’s approval thereof, and shall be based upon at least one resubmission of each item.

5. Schedule all Approval Required Submittals required prior to fabrication or manufacture. Schedule submittals pertaining to storage, installation and operation at the site for Owner’s acceptance prior to delivery of the equipment and materials.

6. Resubmit submittals the number of times required for Owner’s "AAS" or “AAN.” However, any need for re-submittals in excess of the number set forth in the accepted schedule, or any other delay in obtaining approval of Submittals, will not be grounds for extension of the schedule, provided Owner completes its reviews within the times specified.

7. Where a submittal is required by the Agreement or the accepted Deliverable Schedule, any related Work performed prior to Owner’s review and approval of the pertaining submittal will be at the sole expense and responsibility of Contractor.

C. Transmittal of Submittals:

1. Submittals of equipment and materials furnished by Subcontractors, manufacturers, and suppliers shall be submitted to Owner by Contractor.


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2. All submittals shall be in an electronic format (PDF is preferred). The file name and type shall be the same for all revisions.


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3. All submittals shall be accompanied with a transmittal with the following information:

a. Contractor’s file name/drawing number.

b. Contractor’s revision number/letter.

c. Description of file/drawing title. (individual for each drawing)

d. Supplier/Sub-Supplier’s name (if applicable).

e. Supplier/Sub-Supplier’s drawing number (if applicable).

f. Supplier/Sub-Supplier’s revision number (if applicable).

4. Each drawing sheet to be reviewed shall be in a separate file.

5. After checking and verifying, transmit submittals to Owner for acceptance as follows:

a. Identify each submittal by Project name and number, Agreement title and number, and the specification section and article number attached to the file and in the letter of transmittal file. Unidentifiable submittals will be returned for proper identification.

b. Complete the Consumers Energy Submittal Form for each initial submittal issue and each submittal re-issue. Each submittal shall have its own cover sheet. Unidentifiable submittals will be returned for proper identification.

c. Check and annotate submittals of Subcontractors, suppliers, and manufacturers with Contractor’s approval prior to transmitting them to Owner. Contractor’s stamp of approval shall constitute a representation to Owner that Contractor has either determined and verified all quantities, dimensions, field construction criteria, materials, catalog numbers, and similar data, or Contractor assumes full responsibility for doing so, and that Contractor has coordinated each submittal with the requirements of the Work and the Agreement.


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d. Any deviations from the requirements of the Agreement shall be called to the attention of Owner in the letter of transmittal document file.

e. Make all modifications noted or indicated by Owner and reissue revised document, copies, or samples until accepted. Direct specific attention in the document file, or on revised submittals, to changes other than the modifications called for by Owner on previous submittals. After submittals have been accepted, issue copies thereof for record. Files of accepted drawings transmitted for final distribution will not be further reviewed and are not to be revised. If errors are discovered during manufacture or fabrication, correct the submittal and resubmit for review.

f. Following completion of the Work and prior to final payment, furnish record documents and approved samples and shop drawings revised as necessary to indicate “conformed to construction record” conditions, including field modifications.

g. Keep a copy of each aubmittal or sample in good order at the Site.

6. Quantity Requirements:

a. Except as otherwise specified, transmit all Contractor’s, Subcontractor’s, manufacturer’s, or fabricator’s shop drawing submittals in the quantity as follows:

(1) Initial submittal: One electronic file plus one hard copy to Owner. Comments will be returned to Contractor in PDF format.

(2) Re-submittals: One electronic file to Owner. Comments will be returned to Contractor in PDF format.

(3) Submittal for Final Distribution: Electronic media plus one hard copy to Owner unless otherwise approved in writing by Owner.

(4) As-Constructed Prints: Electronic file plus one hard copy unless otherwise approved in writing by Owner.


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b. Transmit Submittals of product data as follows:

(1) Initial Submittal: Electronic file plus one hard copy to Owner. Comments will be returned to Contractor in PDF format.

(2) Re-submittals: Electronic file plus one hard copy to Owner. Comments will be returned to Contractor in PDF format.

(3) Submittal for Final Distribution: Electronic file plus one hard copy to Owner. Comments will be returned to Contractor in PDF format.

c. Transmit Submittals of material samples, color charts, and similar items as follows:

(1) Initial Submittal: 3 to Owner.

(2) Re-submittals: 3 to Owner.

(3) Upon approval, 1 Sample will be returned to Contractor.

d. Transmit submittals of equipment instruction books and operating manuals as follows:

(1) Initial submittal: One hard copy plus electronic file copies to Owner. Comments will be returned to Contractor in PDF format.

(2) Re-submittals: One hard copy plus electronic file copies to Owner. Comments will be returned to Contractor in PDF format.

(3) Submittal for final distribution:

(a) One electronic media copy to Owner unless otherwise approved in writing by Owner.

e. Transmit Submittals for Reference Only – One electronic copy and one hard copy to Owner.


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f. Owner may copy and use for internal operations and staff training purposes any and all document submittals required by this Agreement, whether or not such documents are copyrighted, at no additional cost to Owner.

7. Copies of the equipment erection drawings and other submittals required for the installation of equipment furnished by others under separate Agreement for installation under this Agreement, if any, will be transmitted to Contractor by Owner’ in the final distribution of such Submittals.

D. Owner’s Review:

1. Owner will review and take appropriate action on Submittals in accordance with the accepted schedule of submittals. Owner’s review and approval will be only to determine if the items of equipment and materials covered by the submittals will, after installation or incorporation in the Work, conform to information given in the Agreement and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Agreement.

2. Owner’s review and approval will not extend to design data reflected in submittals which is peculiarly within the special expertise of Contractor or Contractor's Subcontractors or Suppliers. Review and approval of a component item as such will not indicate approval of the assembly in which the item functions.

3. Owner’s review and approval of shop drawings, product data, or samples will not relieve Contractor of responsibility for any deviation from requirements of the Agreement unless Contractor has in writing called Owner’s attention to such deviation at the time of submission, and Owner has given written concurrence in and approval of the specific deviation. Approval by Owner shall not relieve Contractor from responsibility for errors or omissions in submittals.

E. Submittal Action Stamp:


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1. Owner’s review action stamp, appropriately completed, will appear on all Submittals of Contractor when returned by Owner. Review status designations listed on Owner action stamp are defined as follows:

AAS – APPROVED AS SUBMITTED: Signifies equipment or material represented by the submittal conforms with the design concept and complies with the intent of the Agreement and is approved for incorporation in the Work. Contractor is to proceed with fabrication or procurement of the items and with related Work.

AAN – APPROVED AS NOTED: Signifies equipment and material represented by the submittal conforms with the design concept and complies with the intent of the Agreement and is approved for incorporation in the Work in accordance with Owner’s notations. Contractor is to proceed with fabrication or procurement of the items and with related Work in accordance with Owner’s notations and is to submit a revised submittal responsive to notations marked on the returned submittal or written in the letter of transmittal.

R&R – REVISE AND RESUBMIT (RESUBMIT): Signifies equipment and material represented by the submittal does not conform with the design concept or comply with the intent of the Agreement and is disapproved for use in the Work. R&R may also signify information is either insufficient in detail or contains discrepancies which prevent Owner from completing his review. Contractor is to resubmit revised information responsive to Owner’s annotations on the returned submittal or written in the letter of transmittal. Fabrication or procurement of items represented by the submittal and related Work is not to proceed until the submittal is approved. Contractor is to revise and provide submittals responsive to the Agreement.

IFI – ISSUED FOR INFORMATION – (For Reference, No Approval Required): Signifies submittals which are for supplementary information only; pamphlets, general information sheets, catalog cuts, standard sheets, bulletins and similar data, all of which are useful to Owner in design, operation, or maintenance, but which by their nature do not constitute a basis for determining that items represented thereby conform with the design concept or comply with the intent of the Agreement.


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Owner reviews such submittals for general content but not for basic details.

PRELIMINARY - PRELIMINARY SUBMITTAL: Signifies submittals of such preliminary nature that a determination of conformance with the design concept or compliance with the intent of the Agreement must be deferred until additional information is furnished. Contractor is to submit such additional information to permit layout and related activities to proceed. Submittals may have data missing which is required to complete the review. Further submittal(s) to Owner once the submittal is complete is required by Contractor to fulfill Contract obligations.

1.8.3 Miscellaneous Submittals

A. “Miscellaneous Submittals” are comprised of technical reports, administrative submittals, and guarantees which relate to the Work, but do not require Owner approval prior to proceeding with the Work. Miscellaneous submittals will be submitted in electronic media and one hard copy.

B. Transmittal of Miscellaneous Submittals:

1. All Miscellaneous Submittals furnished by Subcontractors, manufacturers, and Suppliers shall be submitted to Owner by Contractor in electronic media with one hard copy unless otherwise specified.

a. Complete the Consumers Energy Submittal Form for each initial submittal issue and each submittal re-issue. Each submittal shall have its own cover sheet. Unidentifiable submittals will be returned for proper identification.

b. At the time of each submission, call to the attention of Owner in the transmittal files any deviations from requirements of the Agreement.

2. Quantity Requirements:

a. Technical reports and administrative submittals except as otherwise specified:

(1) Owner: One electronic file and one hard copy.


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b. Written certificates and guarantees:

(1) Owner: One electronic file and one hard copy.

3. Test Reports:

a. Responsibilities of Contractor and Owner regarding tests and inspections of equipment and materials and completed Work are set forth elsewhere in this Agreement.

b. The party specified responsible for testing or inspection shall in each case, unless otherwise specified, arrange for the testing laboratory or reporting agency to distribute test reports by electronic media and in addition as follows:

(1) Owner: One copy (plus one hard copy).

(2) Resident Project Representative: One copy.

(3) Contractor: As Required.

(4) Manufacturer or supplier: As Required.

C. Owner’s Review:

1. Owner will review Miscellaneous Submittals for indications of Work or material deficiencies.

2. Owner will respond to Contractor on those Miscellaneous Submittals which indicate Work or material deficiency.

1.8.4 Submittal Drawing and Data Requirements The following documents, as a minimum unless additional documents are specified by the Owner, shall be submitted to the Owner in accordance with the Submittal Schedule.

A. Technical Submittals/Equipment Data Sheets for all engineered equipment items to be provided as part of the Project. Data sheets shall include a concise description of performance rating, materials, and design data.

B. Test Procedures (functional and acceptance test procedures);

C. Operation and Maintenance Manuals for all Contractor supplied equipment;


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D. Major equipment specifications;

E. Outline drawings with dimensions, weights, and foundation loading information, performance data, seating and bolting arrangement, and clearance for maintenance;

F. Sectional drawings showing materials and construction;

G. Characteristic equipment curves as available;

H. Electrical one-line and three line diagrams, control schematic diagrams, control wiring diagrams and cable schedule;

I. Calculated total unit weights of large components of items of machinery and equipment as provided by equipment vendors (weights on drawings shall reflect dry and full weights).

J. Manufacturers’ recommendations on types and quantities of lubricants to be used for each piece of equipment and list of consumables used during normal operation, such as filter elements, chemicals, oil, and other items as applicable. This data shall be compiled into a plant lubrication schedule, which shall summarize all lubricants required for ordering, indicating frequency of lubrication required;

K. Layout of custom fabricated panels and switchboards sufficient to review for human engineering features;

L. Minimum clearances for maintenance capability;

M. Lists of special tools furnished with the equipment (all special tools, except those supplied by Turbine supplier , for erection and maintenance are to be provided by the Contractor);

N. Requirements for storage and protection of equipment upon receipt and following installation, but prior to start-up.

O. System descriptions suitable for operations and maintenance training;

P. Short circuit calculations;

Q. Load flow and equipment ratings calculations, including substation bus design calculations;

R. Grounding calculations;

S. Cable ampacity calculations;

T. Power loss calculations;

U. Other calculations as required by the Owner (including geotechnical and foundation calculations)


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V. Spare parts list

W. Schematic drawings and detailed wiring drawings of control, protection, monitoring, and data acquisition schemes.

X. Communications block diagram for all systems and equipment utilizing any communications protocols and/or networks.

Y. Process and Instrument Diagrams (P&ID’s)

Z. Turbine Installation Check Lists

AA. Turbine Installation Inspection Procedure

BB. Programmable device programs, configuration data, source code and settings, including that for SCADA, Turbine control and generator and system protection

1.8.5 Submittal Document Review The following documents, at a minimum unless additional documents are requested by the Owner, shall be submitted for review.

A. Geotechnical Engineering Report

B. Access road layout design and detail

C. Route Improvement design and detail

D. Erosion and sediment control plan

E. Storm water Pollution Prevention Plan

F. Foundation design and details

G. Civil infrastructure design and details

H. Concrete specifications

I. Structural steel specifications

J. 138 kV equipment specifications and layout drawings

K. 34.5 kV equipment specifications and layout drawings

L. 138 kV cable plans and specifications

M. 34.5 kV cable plans and specifications

N. Low voltage (e.g., 600 V) cable specifications

O. Fiber optic cable design and specifications

P. Engineered equipment specifications

Q. All electrical one-line, three line and schematic diagrams


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R. Electrical grounding system calculations and details (Turbine sites and substation)

S. Site Plan

T. General arrangement drawings

U. Test procedures

V. Rigging plans

W. Crane Management Plan

X. Job Book Table of Contents

1.8.6 Operating Manuals Contractor will submit a draft of the Operating Manual for the Owner’s approval. The Operating Manual shall include manufacturers’ instruction books for all electrical, mechanical, hydraulic, pneumatic, and electronic equipment incorporated into the Work. The Operating Manual to be supplied by Contractor will not include turbine operating instructions. All manufacturers manuals shall be incorporated into the project Operating Manual with multiple volumes, indexed and placed in three ring binders, with volume and content clearly identified on the spine.

Commercial manuals are acceptable for inclusion in Operating Manuals. Contractor shall request the following information to be included in vendor’s commercial manuals:

A. Installation, start-up and initial test instructions;

B. Operating instructions, including safety precautions; Maintenance procedures and routine adjustments; including detailed maintenance plans;

C. Parts illustrations, including parts lists adequate for the purpose of identifying and ordering replacement parts with designation of the number required per component, and lists of recommended spare parts for three (3) years of operation of any component;

D. Wiring diagrams for electrical equipment;

E. Hydraulic diagrams for hydraulic equipment;

F. Detailed descriptions of the functions of each principal component of a system;

G. Performance and nameplate data;

H. Alignment instructions;

I. Safety precautions;


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J. Maintenance instructions, which shall include detailed assembly drawings with part numbers, parts lists, instructions for ordering spare parts, and complete preventative maintenance instructions required to ensure satisfactory performance and longevity of the equipment involved;

K. Lubrication instructions, which shall list points to be greased or oiled, shall recommend type, grade, and temperature range of lubricants, and shall recommend frequency of lubrication; and

L. Lists of electrical relay settings and control and alarm contact settings.

1.8.7 Job Books Turbine Job Books shall be supplied by the contractor in the form specified in Exhibit V. Minimum expectations for the Job Books include the following items.

A. Completed Contractor’s QA/QC Exhibits

B. Completed Turbine Supplier QA/QC checklists

C. Material certifications and testing information (mill certs, concrete compressive strength results, etc.)

1.8.8 Record Drawings Contractor shall provide a complete set of “Record” drawings consisting, as a minimum, P&IDs, of instrument lists, electrical schematics, one-line and three line electrical drawings, control logic diagrams, schematics, wiring diagrams, cable and conduit, and underground or embedded conduit drawings at the completion of the project. Provide Record drawings locating all underground utilities dimensioned from permanent identifiable benchmarks or GIS location controlled information may be substituted. Five hard copies of all drawings plus two (2) sets of CDs containing all drawings shall be supplied. As-built drawing shall be provided using English customary units and the English language. The Record drawings shall be provided to the Owner within 8 weeks after the Substantial Completion.

1.9 Schedule, Meetings, and Progress Reports The Contractor, within thirty (30) days after execution of the Agreement, shall furnish to the Owner for review and approval, an integrated Detailed Critical Path Method (“CPM”) Network Diagram conforming to the dates specified in Exhibit F and in accordance with Exhibit DD, with a supporting CPM printout covering all Work. Allowances shall be made in this Detailed CPM Schedule for occurrences such as holidays, possible strikes, and inclement weather. The “by area” report shall have activities for engineering work (including submittal of preliminary and


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final documents and drawings), fabrication and delivery of equipment/material, installation, and shop testing. The “by start-up system” aspect of the report shall have activities for installation, inspection, examination, testing, and turnover on a system basis. The Contractor shall use a scheduling software package such as Primavera 6 approved in writing by the Owner for its computerized scheduling. The Contractor, in addition to other submittals, shall provide and submit updates of its network information to the Owner in electronic native-file format as well as Adobe Portable Document format (PDF).

The Contractor’s Detailed CPM Schedule shall be the basis for planning, scheduling, and executing the Work in accordance with the following guidelines:

Each activity item shall be identified by a Work Activity Description and Number. Each activity of the Contractor’s schedule shall be capable of being summarized into the Milestone Payment Schedule in accordance with Exhibit F of the Agreement. Each activity shall indicate the duration in terms of work days, early start, and early finish.

Each activity shall indicate Contractor engineering and drawing submittal dates, if applicable.

Each activity shall indicate Contractor release for fabrication dates, if applicable.

Each activity shall indicate the Contractor’s fabrication sequences, if applicable.

Each activity shall indicate material and/or equipment on Project Site dates for both Owner-furnished items and Contractor-furnished items. Delivery dates for Contractor stored material for which the Contractor expects payment prior to installation must also be identified on the Contractor’s detailed schedule.

Each activity shall indicate any restraint placed upon its starting and/or, completion whether it is Contractor or Owner furnished and/or controlled.

Each activity must provide information concerning costs such that this information can be cross referenced and balanced with the information provided on the Milestone Payment Schedule.

Each activity shall be resource loaded based on planned unit productivity rates. The Contractor shall provide unit rate targets and monitor and report actual productivity against the targets to allow the Contractor and the Owner to identify trends and problems.

The critical paths for the Work shall be identified and highlighted.


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The Detailed CPM Schedule shall show the work activity descriptions and logic as a minimum. The requirements of this section shall be shown on the Detailed CPM Schedule or, at the Contractor’s option, on supporting CPM printouts.

The Detailed CPM Schedule indicating the construction “by area”, including supporting CPM printouts, shall be revised and provided to the Owner by the Contractor monthly to reflect the status of Work through the end of the previous calendar month. The start-up activities report output of the Detailed CPM Schedule will be issued weekly after a date specified by the Owner. Monthly updates shall be in tabular report format and shall provide the following information by activity:

Activity Number

Activity Number Description

Original Duration

Remaining Duration

Current Early Start (Actual Start)

Current Early Finish (Actual Finish)

Total Float

Percent Complete

Productivity Rates

The critical paths for the Work shall be revised, if required. The Contractor shall list any changes made during the month including all precedence information for changed activities. Any changes shall be subject to approval by the Owner. Updates for certain portions of projects (such as start-up activities or complex construction activities) and outage support will be required more frequently and may be a detailed sub-net or a detailed system or subsystem schedule. Such activities may be required on a daily basis during intense construction and start-up periods.

Changes in the Work that affect existing activities, schedule dates, or duration of activities of the Detailed CPM Schedules or changes as specifically requested by the Owner shall be added by the Contractor to the Detailed CPM Schedule, including the CPM printout, within ten (10) calendar days after notification by the Owner that such change shall be implemented. The cost portions of the Detailed CPM Schedule shall not be changed.

Once Work has started on an activity, it shall not be modified into additional activities unless reviewed and approved by the Owner.


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Changes or modifications to activities not started shall be submitted no less than one (1) month prior to starting Work on the activity.

Should the Contractor complete a milestone prior to the scheduled date, the “float” shall be credited to the Owner. Any such “float” may, at the Owner’s sole discretion, be used by the Owner to accelerate other areas of the project schedule.

The Contractor shall provide to the Owner for review, when requested, its daily/weekly Work activity or planning schedule which supports the Detailed CPM Schedules. The two week work plan CPM Schedule float reports, updates, and any special requested reports shall be submitted on a weekly basis.

Contractor shall participate in regular meeting and submit progress reports to Owner, including Plan of the Day (POD) reports, monthly status reports, and schedule progress reports, in accordance with Exhibit DD.

1.10 Project Controls Contractor shall prepare a project control program to plan, schedule, and monitor overall Project performance using information regarding schedule, quantities, unit installation rates and manpower. The Contractor shall provide Work progress reports to the Owner in accordance with the requirements set forth in Section 1.8.

The Project Control Program consists of the following at a minimum:

Submittal Frequency

Schedules:

A. Detailed CPM Schedule Monthly

B. 4 Week Look Ahead with Week Detail Monthly

Reports and Submittals

A. Daily Reports Daily

B. Bulk Quantity Monitoring Weekly

C. Construction Equipment Report Weekly

D. Progress Report* Monthly

*Progress Report must include, at a minimum, percent complete and productivity (at levels of detail agreed upon by Owner and Contractor); problems/actions; lost time; issues and concerns.


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The Contractor shall submit initial Project Control Program submittals within thirty (30) days after the date of this Contract. The Contractor shall submit its Project Control Program monthly submittals to the Owner no later than the fifth day of each calendar month, representing progress through the 25th day of the preceding calendar month. .

1.11 Request for Information The Contractor shall follow Owner’s Request for Information (RFI) Procedure and use Owner’s RFI Form for any and all information requests.

The Owner will supply Contractor with the required forms in electronic form during the bidding process of the Project and may be updated and re-issued at any time by Owner without implications to this Contract. The RFI Form is included as Exhibit FF.

The Contractor shall provide sufficient detail in RFIs such that the Owner can respond to the request appropriately and timely.

Contractor shall provide Owner sufficient time to review and respond to RFIs.

1.12 Health and Safety Plan The Contractor shall prepare and deliver to Owner the Safety Plan and erect and maintain, as required by the condition and progress of the Work and in accordance with the Safety Plan, all necessary safeguards for the safety and protection of life and property at the Project Site and ensure Contractor and Subcontractor compliance with the Safety Plan and any other Owner issued regulations and rules delivered to Contractor with respect to the Project Site.

1.13 Environmental Plan The Contractor shall comply with all environmental requirements as set forth for the Project and included in different Project Permits. The Contractor shall not discharge any toxic, poisonous or polluted effluents onto the Project Site or into any running or standing/still water at any time.

The Contractor shall develop and submit to Owner for review an Environmental Plan for the construction phase of the Project. The Environmental Plan shall to reflect the terms of all permits, the land lease agreement, and Prudent Wind Industry Practices. Aspects of the plan should include, but not be limited to:

Storm water control and erosion protection

Waste management (including hazardous wastes)


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Spill prevention, control, and countermeasure

Wetland protection

Dust control

The Environmental Plan shall be completed by the Contractor and approved by the Owner prior to the start of any work at the Site.

Contractor shall provide dust suppression at the Project Site. Contractor shall utilize dust suppression and procedures to reduce the impact of dust per the project Dust Control Plan.

1.14 Permits All Work shall be in compliance with the applicable Permit conditions issued for this project. Permit responsibilities for the Work are included in Exhibit C. The Exhibit C table designates the party responsible to secure each respective permit or approval. For those permits or approvals that Contractor is not listed as responsible for securing, Contractor will support Owner by providing detailed design information necessary to support the application, preparation, and submittal of their respective applications. Except where noted, Owner will be responsible for securing the permit or approval to meet the project schedule.

As detailed in Exhibit C, Contractor shall obtain construction licenses, permits, and waivers (not specifically provided by Owner) necessary for the timely completion of the Work. This does not include siting or site access permits and approvals, only those necessary to conduct construction.

Contractor will prepare and submit the Construction NPDES compliance documentation. Contractor shall provide a construction SWPPP, including an erosion and sediment control plan suitable for construction. Contractor shall comply with the NPDES Storm Water Pollution Prevention Plan (SWPPP) permit requirements.

1.15 Quality Assurance / Quality Control The Contractor shall prepare a detailed quality assurance/quality control ("QA/QC") program ("QA/QC Program") for both any off-site shop operations and all Project Site operations related to the Work. This QA/QC Program shall, without limitation, be designed to ensure that all material and workmanship will be:

A. fully in accordance with the Agreement;

B. suitable for their intended purposes;

C. consistent with the nature and character of the Work; and


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D. in full compliance with the requirements, the design, applicable codes and standards, and Prudent Wind Industry Practices.

The QA/QC Program shall include all necessary and advisable controls to ensure each item of the Work is in compliance with the foregoing and is adequately inspected, tested and recorded to prove such compliance to the Owner. As part of assuring such adequate inspection and testing, the QA/QC Program shall include appropriate witness and hold points.

As part of its QA/QC Program, the Contractor shall assign a QA/QC manager to the Work. The QA/QC manager shall be responsible for assuring that the Work is performed in accordance with Contractor’s QA/QC Program, and shall be available at the Project Site at such times and for such duration as may be necessary to achieve this objective. The Contractor shall also take reasonable measures to ensure that all of its Subcontractors provide and maintain a suitable QA/QC Program in conformance to Contractor's overall QA/QC Program.

The Contractor shall submit said QA/QC Program to the Owner for review without thirty (30) days of the date of this Agreement, and the Contractor shall submit any revisions to said QA/QC Program to the Owner for review prior to instituting such revisions; it being expressly understood, however, that any review of, comments upon or approval of said QA/QC Program (or any revisions to said QA/QC Program) by the Owner, or any failure by the Owner to object to any matter in said QA/QC Program (or to any revisions of said QA/QC Program), does not relieve the Contractor from the sole and entire responsibility for said QA/QC Program (and all revisions thereof), including its completeness, suitability and appropriateness for all purposes, or impose any liability on the Owner in connection therewith.

The Contractor shall be fully responsible is actively implementing and at all times enforcing its QA/QC Program and for requiring all Subcontractors to implement and at all times comply with their aforesaid QA/QC Programs.

The Contractor shall deliver to the Owner a complete copy of all of the QA/QC records in accordance with Section 2.2 of the Agreement. The Contractor shall also itself retain all QA/QC records for the relevant statutory period and in any case for a minimum period of five (5) years after the date of Final Completion of the Work or the date of any earlier termination or expiration of this Agreement, and make same available to the Owner upon request.

The QA/QC Program is included as Exhibit Z.


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1.16 Plant Performance Requirements The collection system shall be designed such that the annual average load losses measured from the generator terminals up to the high side of the main power transformer shall be targeted at 2.0 percent of the cumulative energy generated. To be clear, the electrical target loss limit of 2.0 percent shall include electrical losses from the in-nacelle transformer, Tower cable, 34.5 kV collection system, grounding transformers (if utilized), and the 100 MVA main power transformer. The annual average load losses shall be calculated based on: 1.) Turbine Energy Production Frequency Distribution as provided in Appendix I to this Exhibit A, 2.) Turbine Supplier specifications included in Exhibit B-1, 3.) Contractor’s Collection System Circuit and Collection System Substation design, and 4.) Main Transformer specifications as provided in Exhibit B-2. Contractor shall submit design calculations demonstrating that Contractor’s design meets the load loss limits specified in this section.


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Section 2 Civil / Structural Design

2.1 General Requirements The Contractor shall be responsible for becoming fully acquainted with all Project Site conditions including but not limited to availability of labor, the nature and location of the site, the atmospheric, meteorological, topographic, geological, subsurface, environmental, cultural, and ecological conditions, Owner identified archaeological areas, and all other conditions that may affect the Contractor’s execution of the Work. Contractor shall inspect the site, obtain all necessary site data, and perform all subsurface soil investigations required for the design and construction of the facility, including determination of seismic, wind, and snow design loads. It is the Contractor’s sole responsibility to ensure that the facility structures and site work comply with all national, state, and local regulatory requirements.

Detailed design, fabrication, and installation drawings including calculations for materials and components furnished by the Contractor shall be prepared, checked, and submitted in accordance with the Agreement. Design drawings and calculations shall be stamped and certified by a licensed Professional Engineer registered in the State of Michigan.

All civil/structural work shall be designed in accordance with the Agreement, Laws, Prudent Wind Industry Practices, applicable codes, standards, Turbine Supplier requirements, and governing regulations.

2.2 Geotechnical Investigation

The Contractor shall prepare a complete geotechnical investigation, materials analysis, and report for the wind farm. The investigation will include evaluation of each Turbine location; the roadway base, laydown area(s), meteorological tower locations, substation location, O&M Building (if option selected), and public roads to evaluate subsurface conditions, including the soil properties for thermal and electrical resistivity, to determine the adequacy of the soils for construction means and methods. Locations of soil boring shall be surveyed and listed on the soil boring log, and the Michigan State Plane Coordinate system shall be used for the horizontal and the North American Vertical Datum shall be used for the vertical datum.

Contractor shall submit the Geotechnical Investigation Report to the Owner for review. The Contractor shall prepare foundation boring logs based on driller’s field boring logs and shall contain all laboratory test results for each test boring. Samples obtained during the


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Geotechnical Investigation shall be stored in such a manner so as to preserve moisture content and overall integrity of the sample for the length of the project. Samples shall be made available to Owner upon request.

2.3 Design Loads, Load Combinations, and Factors of Safety The following criteria apply to the balance of plant equipment. The wind Turbine design loadings shall be based on Turbine Supplier requirements as included in Exhibit B-1.

2.3.1 Design Loads The Applicable Building Code and this section shall govern the requirements regarding loads and load combinations in the design of balance of plant buildings and structures. The loads specified herein are the minimum loads to be considered in the design. If applicable building and design codes differ from these requirements, the more stringent of the two requirements shall govern.

Design loads shall include all loads that are defined in the applicable chapter of the latest version of the IBC. In addition to these loads, crane pads, buried piping, box culverts, and embankments shall be designed for wheel and crawler loads. Typically, the minimum roadway design loads are based on AASHTO HS20-44 loads, in general, or more specifically the loads provided by the Turbine Supplier in Exhibit B-1 and other Turbine Supplier drawings. However, where appropriate, crawler crane loads often exceed the more typical HS20-44 loadings and therefore all areas to have crane traffic must be evaluated and designed by the Contractor to meet the specific loading conditions for crane and crane-load combinations, these include crane pathways between Turbine locations, crane assembly and disassembly areas, and crane pads used for turbine erection.

2.3.2 Load Combinations As a minimum, buildings, other structures and individual structural members shall be designed for the most critical effects from the load combinations specified in the latest version of the IBC. For WTG design, gravitational, inertial, aerodynamic, actuation, and other live loads shall be considered in accordance with IEC 61400-1, these loads shall subsequently be applied to foundations and other civil structures in accordance with IBC. The effect of impact loads shall be included in the load combinations for dead, live and seismic or wind loads where appropriate. Impact, however, shall not be used to reduce uplift or overturning conditions.


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The earthquake loads to be used in the load combinations shall be determined in accordance with the provisions of Section 1613 of ASCE 7. Appropriate seismic force amplification factors and reliability/redundancy factors shall be used to determine these effects.

2.4 Foundations

2.4.1 General The Contractor shall be responsible for the design, installation, and testing of all foundations required for the Project. All foundations shall be installed to meet the latest versions of the IBC, ACI 301 and 318, 2006 Michigan Building Code, and the Post-Tensioning Institutes “Post-Tensioning Manual 6th Edition”. Foundation designs, plan and detail drawings and calculations shall be performed by or under the direct supervision of a Professional Engineer licensed in the State of Michigan.

Results of the full-scale geotechnical study to be provided by the Contractor shall be utilized to predict the bearing and settlement characteristics of the soils. Criteria shall be established to permit design of the most economical foundation that is compatible with life expectancy and service of the building, equipment or structure. It is expected that all foundation designs will be based on a sufficient number of soil borings. A minimum of one soil boring or CPT test is required at each Turbine Foundation. If the site soil conditions vary (based on local experience of a Professional Engineer registered in the State of Michigan and proficient in geotechnical practice), 2 to 3 borings shall be completed at the outer edges of the proposed WTG foundation. Each soil layer that contributes to the foundation stiffness and settlement must be thoroughly tested.

Where soils of insufficient strength or stiffness to meet the foundation design basis minimum(s) are encountered they shall be excavated and replaced with competent material meeting the foundation design requirements, or alternate improvement methods may be acceptable pending Owner approval. Contractor will establish a quality control program to test, verify, and document adequate subgrade soil conditions prior to foundation construction. Appropriate measures shall be taken to ensure the stability of the excavation is maintained, e.g. appropriate slopes, dewatering with pumps as necessary, etc. If a dewatering system is used, the system shall be designed by a Registered Professional Engineer, licensed in the State of Michigan. The design shall ensure that settlement of the site is not caused by removing fines from the soil, boils from the bottom of the excavation or side walls, or consolidation of sub soils from an increase in effective stress. All foundation excavations shall be free from deleterious


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material and shall be inspected and approved by a registered Professional Engineer licensed in the State of Michigan and proficient in the geotechnical field prior to the placement of any concrete.

All foundation designs and calculations shall be reviewed by the Owner.

2.4.2 Wind Turbine Generator Foundation Requirements Foundations shall be reinforced concrete and designed to support loads imposed. The Turbine Supplier has developed detailed design criteria and loading documents for the Turbine Foundation design, included as Exhibit B-1. Contractor shall prepare final drawings of the Turbine Foundation for review by the Turbine Supplier and the Owner. Contractor shall also prepare a design calculation packet for review by the Owner that meets the requirement of Exhibit B-1.

2.4.3 Collection System Substation Foundations Foundation designs, plan and detail drawings and calculations shall be performed by or under the direct supervision of Professional Engineer licensed in the State of Michigan.

Foundations shall be designed using reinforced concrete to resist the loading imposed by the building, structure or equipment being supported. The foundation design shall incorporate the following considerations:

- Allowable soil pressure based on bearing pressure and theoretical settlement.

- Pile or pier capacities.

- Active and passive lateral earth pressures.

- Allowable settlements of the foundation system based on service limits of the equipment.

- Structure, equipment and environmental loadings.

- Equipment performance criteria.

- Access and maintenance.

- Temporary construction loading.

Foundations shall be designed using static analysis techniques assuming rigid elements and linear soil pressures distribution such that the allowable settlement and bearing pressure criteria are not exceeded. Foundations shall be proportioned so that the resultant of the soil pressure coincides as nearly as possible with the resultant of the


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vertical loading. The minimum factors of safety against overturning and sliding shall be 2.0 and 1.5, respectively.

Geotechnical exploration, testing and analysis information shall be used to determine the most suitable foundation system. Elastic (short term) and consolidation (long term) foundation settlements shall be calculated and limited to the approximate design values:

- Total settlement - 1-1/2 inches.

- Differential settlement - 0.1 percent slope between adjacent column support points.

Main transformer foundations shall be reinforced concrete foundations within a sealed, reinforced concrete pit or collection area provided to retain any oil that may be accidentally released from the transformer. Each transformer area shall be provided with a drainage sump for the collection of liquid within the containment area. The containment system design shall also allow for oil/water separation.

The overall dimensions of the transformer containment area shall be established to avoid oil contamination of the surrounding soils in the event of transformer failure and to allow for adequate installation, removal, operation, and cooling of the transformers.

The minimum containment volume will be the maximum of the transformer oil capacity plus accommodate a 25-year, 24 hours storm event or 110% of the transformer oil capacity.

The ground surface surrounding the main transformer area will be graded for positive drainage to convey precipitation away from the transformer pit.

2.5 Concrete

2.5.1 General All concrete elements shall be installed in accordance with ACI 301 and 318 and other pertinent standards as listed in Section 2.

All concrete Work specified herein shall be performed under the personal and constant supervision of a competent Construction Superintendent or Foreman experienced in this type of Work. The Owner shall be notified sufficiently in advance of the scheduled time for concrete placement to permit review or approval of forms and reinforcement before concrete is placed.


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Structural concrete shall have the minimum compressive strength at the respective specific curing date interval(s) specified by the designer. The mix design shall account for any corrosive environment and all requirements for dense durable concrete – use of fly ash is only acceptable if allowed in the design and mutually agreed, in writing, with the Owner. Mix selections and proportions shall be established based on the provisions of ACI 301.

The Contractor shall submit mix designs, including test records of the submitted mixes, for review in accordance with ACI 318 prior to any production of concrete for foundations. Only concrete mixes approved by the Structural Engineer of Record and the Owner shall be used in foundations covered by this specification.

Concrete shall have surface finishes specified according to ACI 301 recommendations.

All concrete works, rejected by the Structural Engineer of Record in accordance with ACI 301 shall be removed and replaced at the Contractor's cost.

Concrete to be placed on the ground shall have the site prepared with a compacted structural fill bearing layer, where required by the Geotechnical Engineer.

All concrete shall be properly protected and maintained during the curing period in accordance with the design and QA/QC specified by the Structural Engineer of Record.

2.5.2 Mass Concrete Pour

Contractor shall submit a mass concrete placement plan to Owner for review and acceptance a minimum of fourteen (14) days prior to mass concrete placement. This plan must be developed by an engineer for the Contractor who is currently a registered Professional Engineer in the State of Michigan. The Mass Concrete Placement Plan must be submitted, reviewed, and accepted before permit to place will be authorized. The Mass Concrete Placement Plan must contain, but is not limited to the following:

• Mix Design and proportions.

• Procedures to control concrete temperature at time of placement.

• Duration and method of curing.


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• Method for controlling maximum concrete temperature and temperature differentials within appropriate levels per ACI and other appropriate industry standards.

• Temperature sensor types and locations.

• Temperature monitoring and recording system.

Construction

Prior to construction, a registered Professional Engineer for the Contractor must inspect and test the temperature monitoring and recording system. The Contractor’s engineer must be present at the jobsite when the mass concrete operation is in progress and must report to the Engineer in writing, on a daily basis, the progress of the operation.

The temperature monitoring and recording system for mass concrete must consist of temperature sensors connected to a data acquisition system capable of storing and downloading data to a computer. Temperature sensors must be located such that the maximum temperature differential within a mass concrete element can be monitored.

Record temperature readings automatically at a minimum of 30 minute intervals. A redundant set of sensors must be installed near the primary set. Provisions must be made for recording the redundant set, but records of the redundant sensors need not be made if the primary set is operational. Submit the data to Owner daily.

Ensure that the methods of concrete consolidation do not damage the temperature monitoring and recording system. Protect wiring from temperature sensors cast into the concrete to prevent movement. Keep wire runs as short as possible. The ends of the temperature sensors must not come into contact with either a support or concrete form, or reinforcing steel. Immediately correct failures of the temperature control and monitoring and recording system that may occur during the mass concrete construction operation, as specified in the Mass Concrete Placement Plan. Failure to conform to the temperature requirements will be cause for rejection of the concrete.

Acceptance

Owner's review and acceptance of the Mass Concrete Placement Plan does not relieve the Contractor of the responsibility for achieving compliance with this specification.


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Failure to conform to any of the temperature requirements in this specification may result in rejection of the mass concrete element, as directed by the Owner. The rejected mass concrete must be removed and replaced at the Contractor’s expense. Modify the Mass Concrete Placement Plan to correct the problem and resubmit the revised plan for Owner's review and acceptance.

Allow Owner two weeks for review and approval of the revised Mass Concrete Placement Plan. Mass concrete placement will not begin until Owner has approved the revised Mass Concrete Placement Plan. No extension of time or other compensation will be made for any rejected mass concrete element or revisions of the Mass Concrete Placement Plan.

2.5.3 Measures to Prevent Alkali-Silica Reaction & Alkali-Carbonate Reaction:

Contractor's mix design shall consider alkali-silica reaction (ASR) and alkali-carbonate reaction (ACR). Mix design shall identify and control ASR and ACR in concrete. Cement, pozzolans, and aggregate shall be selected for chemical stability.

Minimum Mix Design Requirements:

1. Portland cement shall have low alkali content, Na2O shall be less then 0.6%.

2. Any fly ash used as replacement of cementitious material shall be Class F fly ash.

3. Contractor shall test the potential for deleterious alkali-silica reaction of cementitious materials and aggregate combinations in mortar bars. Refer to ASTM C 1567, (accelerated mortar-bar method). Test results shall be submitted to the Owner for review and acceptance.

4. Contractor shall either test the aggregate source for carbonate reactivity by performing rock cylinder tests, ASTM C 586 or select an aggregate that has a history of low alkali carbonate reactivity that is justified by petrographic examination data. Test results or aggregate history shall be submitted to the Owner for review and acceptance.

2.6 Site Requirements

2.6.1 Temporary Facilities Contractor shall furnish all construction and temporary facilities, equipment, materials, and supplies required for the Work that are not noted as being supplied by the Owner.


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All temporary structures and facilities provided by the Contractor will remain the property of the Contractor. When the Works are complete, all such temporary structures, buildings, concrete slabs and footings, tools and facilities shall be removed from the Project Site, and the areas involved shall be restored to their original or intended condition.

All Contractors’ temporary facilities shall be located on the Project Site. Contractor shall prepare the area to be used during construction for temporary office trailers, parking, lay down areas, storage, etc. The Contractor shall provide temporary structures for Contractor, Owner and Turbine Supplier as well as other subcontractors’ offices, changing rooms, toilets, warehouses and other facilities as determined by the Owner.

These facilities shall be regularly and systematically maintained and cleaned throughout the project to ensure proper and efficient operation.

2.6.2 Services for the Owner The Contractor shall establish at the Project Site, temporary office facilities for the Owner and Turbine Supplier’s personnel during construction.

Spatial separation of the trailers and other occupied structures shall comply with applicable codes.

2.6.3 Lay Down and Storage Area(s) within the Project Site shall be allocated by Owner for lay down and storage use by the Contractor. The Contractor shall develop these areas and shall provide any necessary security, lighting, and construction power. All main laydown areas must be approved by Owner.

All platforms, enclosures, shoring and weatherproof coverings for storage use, shall remain the Contractor’s property and shall be removed upon completion of the project.

2.6.4 Temporary Construction Utilities The Contractor shall be responsible for obtaining construction electrical supplies and shall pay for all construction power required to perform the Work including generators, transformers, breakers, disconnects, cables, etc. Owner to provide power to the boundary of the laydown area.


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The Contractor shall provide and maintain a system of temporary lighting adequate for nighttime visual observations and security for use in the general construction areas.

Contractor shall provide and maintain electric power, phone service, Internet service (T-1 or better) for construction trailers.

The Contractor shall be responsible for supply of water and for distribution of all construction water on site. The Contractor shall pay for all water required to perform the Work and this costs is included in the Contract Price.

The Contractor shall supply all fuel required for construction equipment.

The Contractor shall supply a construction communication system as required by the Contractor for control of all construction activities.

The Contractor shall furnish portable toilets for use of all site construction personnel and shall provide for disposal and comply with all applicable regulations.

The Contractor shall provide for the proper disposal of construction rubbish and waste materials from the Project Site including the obtaining of any required permits.

2.6.5 Temporary Fences and Gates The Contractor shall erect and maintain, at his own expense, suitable and approved temporary fencing as Contractor deems necessary to enclose the Work.

Temporary fences shall be removed after the completion of the construction.

2.6.6 Construction Tools and Equipment The Contractor shall provide all tools, hoists, cranes, bulldozers, air compressors, trucks, welding machines, power tools, jacks and all other general or special tools, construction machines, or equipment required for the Work. Owner shall provide only the specialized turbine manufacturer tools and equipment as provided by the Turbine Supplier.

2.6.7 Signage Contractor shall install signs at each turbine site clearly indicating the respective turbine number. Contractor shall also provide temporary signs at public and site access road intersections to provide direction to turbine locations; and at the appropriate locations


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on public roads to indicate that no wind project traffic is allowed along these roads. These signs shall remain in place throughout the construction period.

Contractor shall provide and install permanent road markers so that the roads can be identified during the periods of high flood, snow etc. where driving will be necessary to maintain turbine(s).

The Contractor shall erect and maintain such danger signs, signals, lights, guards and notices as may be necessary to adequately protect Contractor’s work and personnel against injury or property damage.

The Contractor shall provide warning signs as required per National Electric Code. Contractor shall provide and install E-911 address signs in accordance with local authority requirements.

2.6.8 Site Fire Protection The Contractor shall develop and maintain a fire response plan in concert with the Owner and local authorities as part of the emergency response plan.

2.6.9 Final Clean up The Contractor, upon completion of construction, shall remove all tools, equipment, and surplus materials. All temporary structures, buildings, temporary concrete footings and slabs, and scaffolding furnished by the Contractor in the course of the construction shall be removed and the involved areas shall be restored to their original condition.

2.7 Site Preparation

2.7.1 General Contractor shall employ a competent individual to demarcate environmentally significant areas prior to Contractor commencing work in the area. Contractor shall be responsible for protecting these environmentally sensitive site areas and complying with the conditions of the related permits during construction.

Owner has not identified any archeologically sensitive site areas. If historic, cultural or archaeological resources are found during excavation or other construction work, Contractor shall immediately stop work in that location and notify Owner. The Contractor shall assist the Owner, at Owner’s expense, in remediation and mitigation of archaeological issues should they be encountered. However, the Contractor shall


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reassign construction resources to other locations to maintain the schedule and minimize costs.

2.7.2 Project Site Survey The Owner will provide survey data that has been acquired to this point in the Project. Owner will provide the project survey identifying Section Lines, parcel boundary lines, public and private infrastructure; and Turbine coordinates. In addition, the Owner will provide an aerial survey conducted for a portion of the project area, included as Exhibit A-6. The survey information such that it is being provided for information only and that the bidder is responsibility to verify the accuracy and the Owner will not be responsible for any damages that result from the use of this information.

The Contractor shall install and maintain reference points and take all measurements necessary to confirm the proper location of foundations, environmentally sensitive area staking, equipment and interface locations and all other dimensions critical to the completion of the Work.

The Contractor shall locate all underground utilities and pipelines prior to the start of excavation activities.

2.7.3 Project Site Clearing and Grubbing The Contractor shall clear the site area of all vegetation, and shall cut, fill and/or grade the area within the Project Site as necessary and sufficiently to achieve finished grades in accordance with the Contractor’s design. Clearing must not unreasonably exceed that necessary to complete the Work.

Before removing topsoil, reduce all vegetation to a height approximately 6 inches. Cleared grass or soft materials shall be pushed to the limits of the construction boundary and shall remain onsite. These materials shall not be removed, disposed, or transported in or around the Project Site. Cleared shrubs/trees, rocks, litter, or any hard materials shall be collected, removed, and disposed in accordance with landowner instructions and local and state regulations.

Locate and shape topsoil stockpiles outside of the drip line of preserved trees. Locate topsoil stockpiles away from drainage courses and waterways and no fill shall be placed in wetlands. Contractor shall identify and mark wetland boundaries based on wetland delineation to be provided by Owner. All site grading shall substantially conform to the


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erosion and sediment control plan Storm Water Pollution Prevention Plan (SWPPP) and associated permit(s) for the site.

Contractor shall strip and stockpile the topsoil for re-placement as part of restoration activities. The spoils from road construction, collection system trenching, substation civil works, and foundation excavation shall be utilized to contour and regrade the site.

If required, fill material shall be provided by the Contractor. The fill material shall be suitable for its intended application as determined by a Professional Engineer licensed in the State of Michigan

The Contractor shall dispose of all construction solid waste debris in accordance with landowner instructions and local and state regulations, e.g. into permitted landfills.

2.7.4 Erosion and Sedimentation Control Contractor shall take appropriate actions during construction to reduce soil erosion in accordance with the permits listed in Exhibit C.

2.7.5 Project Site Drainage System The drainage for the Project Site shall be designed to collect and transport all runoff away from the Contractor facilities, as much as possible within the limitation set out in the land lease agreements.

Road culverts and drainage systems shall be designed in accordance with local and state requirements.

Runoff from all site roads, parking areas and any areas liable to be contaminated by oil shall be discharged in accordance with the SWPPP referenced in Exhibit C. If treatment of any oily water is required by the SWPPP, then the Contractor shall provide collection and treatment systems before discharge.

Site drainage shall be provided to ensure that water does not “pond” on or near the project facilities constructed by the Contractor. Special attention shall be paid to wind turbine foundation areas, substation areas, O&M facilities, crane paths, crane pads, and access roads.


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2.7.6 Excavation Excavation of soil and rock shall be performed as required for foundation construction and utility installation. Dewatering shall be performed as required and in accordance with the SWPPP and other applicable permit(s).

Excavated materials suitable for backfill shall be stored in stockpiles at designated locations or as provided by applicable permits. Unsuitable material or excess material shall be tested in accordance with applicable regulations and properly disposed of at a site agreed to by the Owner.


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2.7.7 Backfilling Areas to be backfilled shall be prepared by removing unsuitable materials. Only material meeting the MDOT 2003 Standard Specification for Construction Granular Material Class II can be used for backfill beneath structures. Backfill around and above foundations shall meet the Structural Engineer of Record’s specifications for density to resist overturning and be equivalent or lesser permeability than surrounding materials to prevent build up of groundwater around the foundation.

The bottom of an excavation or trench shall be tested to reveal loose or soft areas. Such areas shall be fully excavated and backfilled with compacted MDOT Granular Material Class II. A Turbine Foundation shall bear on only one type of material, granular or cohesive. Backfilling shall be performed in uniform layers 6 inch depth. Soil in each layer shall be properly moistened to the optimum moisture range. In order to verify compaction, representative field density and moisture-content tests shall be taken during compaction.

2.7.8 Compaction All areas under structures shall be compacted as specified by the engineer of record in the load bearing area. The load bearing area is the area within the 1:1 slope down from the outer limits of the bottom of the footing to the bottom of the excavation.

Place all backfill behind and around substructure units bounded by the outer limits of the bottom of the footing and the surface elevation in layers not more than 6 inches deep. Soil shall be compact as specified by the engineer of record and/or professional engineer licensed in the State of Michigan.

Roadways shall be compacted as defined by the engineer of record; other disturbed areas to receive aggregate surfacing shall be compacted as specified by the engineer of record.

2.7.9 Site Grading The final site grade shall be the existing finished site elevation or as defined on project drawings or permit documents. Excess or unsuitable excavated material shall be removed from site or thin-spread if approved by Owner and Landowner.


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2.7.10 Finish Grading Finish grading shall be performed to conform to the finished design elevations or surface drainage and to prepare the areas to receive the specified surface finishes.

2.8 Roads and Construction Areas

2.8.1 General Permanent access roads shall be provided within the site to provide adequate access to each Turbine, the substation, the O&M Building (if option selected) and meteorological towers from the public road right of way. If the layout incorporates any existing access roads, they shall be maintained as required during the construction period. On completion of the project such section(s) shall be returned to a standard the same, or higher, than when the project began and will be left fit for purpose. The remainder of the access roads shall be designed, in accordance with the design criteria specified in this section, to be capable of carrying all the vehicles likely to be used during construction and throughout the life of the Project.

Contractor shall verify all existing bridges and culvert crossings are sufficient for the intended project use and anticipated loadings.

Conceptual Layout Drawings for the access roads are included in Exhibit A-2. The Contractor is responsible for finalizing the access road routes, public intersection improvements, and all other design for the civil works.

2.8.2 Turbine Trailer Access and Turbine Supplier Requirements Contractor shall design and construct access from the existing public roads to be sufficient to allow access of tractor / trailer units and Turbine shipments and meet or exceed the Turbine Supplier’s written requirements in Exhibit B-1. The Contractor shall modify the existing public roads, as required, at the Project Site to allow the delivery of concrete, steel, and Turbine components to the respective turbine locations. Any modifications to the existing public road should meet all applicable State DOT and local jurisdictional requirements. Any permits required for modification of the public roads shall be obtained by the Contractor prior to the commencing the work.

2.8.3 Turbine, Meteorological Towers Access and Crane Pads Contractor shall provide permanent access roads to each Turbine location and meteorological tower location. Contractor shall install crane pathways as required to


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facilitate crane movement. Contractor shall scarify and reseed the temporary shoulders and cleared crane pathways to pre-construction conditions at the completion of the project, except where land is in active agriculture use.

Contractor shall locate, design and construct component offloading and turbine erection crane pads and turbine component staging and assembly areas. The location and layout shall be reviewed by Owner. If aggregate is used for the crane pads it shall be removed during restoration activities.

Contractor shall compact a sufficient erection and turbine component laydown area at each turbine site to allow for orderly turbine erection in accordance with Turbine Supplier requirements as listed in Exhibit B-1.

2.8.4 Road Tests Contractor shall undertake all tests required by the engineer of record to demonstrate roads and crane pads are fit for purpose and loadings.

Roadway material and construction shall meet all requirements of the performance criteria set forth in this Section. Contractor shall be responsible for suitability of site roads to provide proper access during construction period.

2.8.5 Road Repairs Contractor shall be responsible for the prompt repairs of any damage to the public roads and access roads caused during the Work including that caused by expected precipitation and run-off.

The Contractor shall be responsible for the repair of any damage that may be caused by those who are contractually obligated to Contractor during the construction and any damage to access roads caused as a result of normal Turbine Supplier transportation. All modification and repair of public roads shall be in accordance with the appropriate MDOT and Mason County Road Commission requirements.

2.8.6 Road Location Access road locations are indicated on the maps included in Exhibit E-2 and E-3. The Contractor is responsible for the final selection of the road routes, considering wetlands, other environmental conditions, and landowner agreements. The routing shall be subject to review and approval by the Owner.


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2.8.7 Road Design

Objectives of Road Design The Contractor shall:

1. Facilitate building roads in the best locations to meet the project’s needs during its whole life cycle and minimize environmental impacts on natural resources.

2. Ensure that the proper standard of road is constructed to facilitate the projected use, loading, and traffic density conditions without overbuilding or excessive cost.

3. Take advantage of existing road routes and systems where appropriate

4. Design roads that are economical to construct and maintain.

5. Provide drainage that removes water from the road prism before it can cause problems via erosion or standing water that could degrade subgrade strength and that shall:

• Allow uninterrupted use of roads during the project construction and erection period

• Allow the use of roads during all seasons of the year for project operation and maintenance.

• Minimize the impact on water quality and aquatic habitat that is caused by roads.

• Maintain the stability of slopes that are impacted by roads.

• Minimize the disruptions to natural drainage patterns.

• Reduce the amount and cost of road maintenance.

• Minimize the impacts if drainage failures occur.

6. Ensure efficient, economical construction of the project.

2.8.8 Road Prism Design Roads shall be no wider than necessary to accommodate the anticipated use. Roads shall be designed to be constructed with a balanced cut and fill cross section where possible and where this does not pose a risk of slope instability. Where a balanced cross section is not used, excess excavation material shall be used in the road design, when possible, and not wasted. Designs shall call for full bench construction and end-hauling of excess excavation material when roads are located on steep slopes and/or high-risk


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sites. To prevent fill failures, road designs shall provide for stable fills by using compaction, buttressing, subsurface drainage, rock facing, or other effective means.

2.8.9 Road Drainage Good road drainage is one of the most important features designed into a road. The prompt removal of water from the road prism shall help avoid many problems related to road construction and maintenance.

2.8.10 Surface Drainage Good road surface drainage is important for keeping siltation to a minimum and to keep subgrades firm and stable to support the designed loads. Water intercepted by roads shall be returned to natural flow processes as quickly as practical. The running surface of the road shall be designed for the anticipated use. The running surface and subgrade shall be shaped to move water off the road and road subgrade surface. Roads that will be open and used for hauling during wet weather shall have rocked surfacing that will provide subgrade reinforcement and resist the erosive effects of water. Methods of achieving this are listed below.

Contractor shall obtain permits from local, state, and/or federal jurisdictions as necessary for any required drainage improvements.

2.8.11 Design of Stream/Wetland Crossing Structures Contractor shall design and obtain permits for any necessary stream/wetland crossing structures. Any crossing structures shall be installed in accordance with state, local, and federal requirements and permits.

A. Crossing structures shall protect aquatic and riparian habitats and provide fish passage, as well as preserve the stability and use of the road. The following requirements shall be met when designing crossings:

1. Streams shall be kept in their natural channel and not diverted to crossing structures.

2. The number of acres in the drainage above the stream crossing structure shall be determined from orthophotos, maps, aerial photography, or other comparable methods.

3. As a minimum, all new stream crossing installations or replacements of existing crossings shall be sized to pass stream flow levels as predicted by the 50-year storm return interval.


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4. All permanent bridges and culverts shall be designed and approved by a licensed civil engineer.

2.8.12 Road Requirements Detailed requirements for permissible slopes, bumps, bearing capacities, turning radius, crane swings, and pre-assembly areas are provided by the Turbine Supplier, and are included in Exhibit B-1. The Contractor shall prepare designs and drawings showing all temporary access, permanent access, crane layout, and pre-assembly areas for approval by the Turbine Supplier and the Owner.

2.8.13 Maintenance and Protection of Traffic Routes The Contractor shall develop plans in regards to required maintenance and protection of traffic devices required for public roadways.

The Contractor shall coordinate, utilize, and perform traffic control with the MCRC and/or MDOT requirements. There shall be no lane closures without prior approval from the MCRC or MDOT. Such closures shall be in accordance with MDOT and MCRC rules, regulations, authorizations, and permits.


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Section 3 Collection System

3.1 General Conceptual layout drawings for the Collector System Circuits are included in Exhibit E-2. Drawings include general locations and arrangement for all Turbines, Collection System Circuits, and the Collection System Substation. They were based on the following concepts:

A. Aluminum cables and conductors.

B. The MV system voltage selected is 34.5kV

C. Underground cable ampacity shall be in accordance with the Contractor design.

Where the collection system utilizes direction drilling (e.g. to cross roads, water ways, etc.) the cable rating shall be adjusted appropriately. The Contractor is responsible for finalizing the route, cable types and sizes as well as verifying the above assumptions and completing the design.

All collection facilities shall be designed, manufactured, constructed and tested to meet or exceed the latest revision of the applicable National Electrical Code, National Electrical Safety Code, American National Standards Institute, Institute of Electrical and Electronics Engineers, Underwriters Laboratories, National Electrical Manufacturers Association, MIOSHA/OSHA and other local, state and federal standards.

The Collection System Circuit conductors shall “daisy-chain” connect the Turbines to the Collection System Substation. The voltage of the system shall be 34.5kV (unless the Contractor shows a sound techno-economic reason to use another voltage), the number of “daisy-chains”, their configuration and the size of the cables shall be optimized by the Contractor to provide a safe cost-effective system consistent with Prudent Wind Industry Practices.

All underground and overhead collection facilities shall be constructed to allow for safe operation of the project, ease of maintenance and the cost effective (in terms of life cycle costs) collection of the energy from each turbine and its delivery from the medium voltage (MV) switchgear to the substation.

Preferred normal and minimal electrical clearances from energized parts shall be in accordance with the latest editions of ANSI, NEC, and NEMA.


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3.2 Collection System Specific Requirement

3.2.1 Project Medium Voltage and Basic Impulse Level The design typically shall be as follows (the remainder of this document assumes a 34.5kV system).

- Nominal, kV 34.5

- Operating, kV 34.5

- Maximum, kV 38 (110%)

- BIL, kV 200

3.3 Maintainability The following features shall be incorporated in the design to ensure maintainability.

Direction indicating fault indicators will be installed at:

Each feeder breaker,

Each cable riser,

The outgoing cables from each Junction Box,

Such that no more than ~10MW or 5% of the project output is connected between Fault Indicators.

Sufficient cable length shall be provided that the cables can be re-terminated at least two (2) times after construction. The extra cable shall be installed in a “basement” or a vault below the switchgear, junction box etc., or shall be installed by use of an “S” curve leading up to conduit entry to Turbine or to Junction box etc. If an “S” curve approach is adopted the majority of the trench depth backfilled with sand to enable easy excavation later and a permanent label/tag shall be installed to indicate that this technique is used. This requirement also applies to the feeder breaker cables in the substation, although (i) the extra cable can be located outside the substation fence at the end of any conduit runs with the approval of the Owner and (ii) the cable support and termination shall be designed such that if the termination needs to be replaced this can be done by using a short copper link to make up the distance between the new cable termination and the associated equipment landing position.

3.4 Turbine Transformer Switchgear and MV Cabling Contractor to install appropriately sized Medium Voltage (MV) down Tower switchgear in the base of each Turbine (switchgear provided by Turbine Supplier). The Contractor shall supply


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and install all MV cabling up to the Turbine MV switchgear located in the base of the Towers (if utilized), and shall also connect the OEM supplied MV cable from the nacelle mounted transformer in accordance with the Turbine Supplier’s specifications.

The MV cable connections to the Turbine switchgear shall be such that any Turbine can be safely by-passed if a particular Turbine needs to be electrically isolated.

3.5 Fault Indicators The Collection System Circuits shall contain fault indicators in accordance with Section 3.4 and shall be designed such that a collection system fault does not require that the lesser of ~10% of the installed capacity or ~5MW of name plate capacity is removed from service for long periods such that a repair can be implemented. Thus, the final design shall incorporate appropriately located directional fault indicators and may require pad mounted or pole mounted switches. It is expected that the Contractor and Owner will discuss this requirement during the design phase to agree on an optimized arrangement.

3.6 Collection System Grounding If the MV system has a delta configuration, grounding transformers shall be incorporated at appropriate locations through the collection system to ensure it is effectively grounded in the event that a 34.5kV circuit-breaker in the project substation trips. For other Wye connected MV systems the Contractor shall verify with studies that the Temporary Over Voltages (TOVs) seen by the MV cables are within limits. The Contractor shall size the grounding transformers based on short-circuit duty and TOV studies.

The Owner may accept feeder breakers with integral grounding switches in lieu of grounding transformers.

3.7 Load Loss Design

The Collection System Circuits shall be designed such that the annual average load losses measured from the generator terminals up to the high side of the main power transformer shall target 2.0 percent of the cumulative energy generated. To be clear, the electrical target loss limit of 2.0 percent shall include electrical losses from the in-nacelle transformer, Tower cable, 34.5 kV collection system, grounding transformers (if utilized), and the 100 MVA main power transformer. The annual average load losses shall be calculated based on: 1.) Turbine Energy Production Frequency Distribution as provided in Appendix I to this Exhibit A; 2.) Turbine Supplier specifications included in Exhibit B-1; 3.) Contractor’s Collection System Circuits and Collection System Substation design; and 4.) Main Transformer specifications as provided in


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Exhibit B-2. Contractor shall submit design calculations demonstrating that Contractor’s design will meet the guaranteed annual average load losses as specified in this section.

3.8 Collection System Equipment

3.8.1 34.5kV Cable The project shall utilize jacketed, single-conductor, concentric-neutral, medium-voltage underground distribution power cable insulated with tree-retardant cross-linked polyethylene with the following minimum requirements shall be used. This cable shall be of a discharge-free design and suitable for direct burial, installation in duct, and exposure to sunlight on an alternating current, three-phase, 34.5 kV nominal, 60-Hertz power system.

The specification for the cable is included as Appendix F to this Exhibit A.

3.8.2 Collection System Ground Wire An appropriately sized ground conductor shall be routed throughout the collection system and shall be laid in the same trench with the power cable. Contractor shall specify the ground wire to be utilized, taking into consideration the corrosive nature of the soil and groundwater table (if any).

3.8.3 Cable Accessories, Terminators, Dead Front, Load Break and/or Dead Break elbows Such equipment shall be designed and manufactured for the cable to be utilized and rated for outdoor 35kV use. All cable accessories shall be suitable for Dead Front, Load Break and/or Dead Break elbows and shall be supplied with test ports in addition to fault indicators (per the requirements above).

3M (Cold Shrink) and Raychem (Heat or Cold Shrink) are preferred manufacturers of CE splices. Cooper Power Systems (Cold Shrink with Deadbreak termination pieces) and Elastimold (Molded) are alternative splicing options. For these manufacturers, the following are approved splice and connector types for different conductor types:

- 4/0 AWG splice and connector, 34.5kV Al to Al

- 350 kcmil splice and connector, 34.5kV Al to Al




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For Deadbreak terminations, Cooper Power Systems is CE’s preferred manufacturer, with Elastimold being an alternative manufacturer. For these manufacturers, approved Deadbreak termination components include:

- 600 amp Deadbreak kit 4/0, 350, 750, and 1000 (called elbows for Elastimold)

- Cable sealing kit

- 600 amp insulating cap

- 600 amp Stand-off plug with and without stud

- 600 amp connecting plug

- 600 amp 4-way junction

- Portable Feed-thru

- Cable adapter

For Livefront terminations, 3M is CE’s preferred manufacturer, with Elastimond (Cold Shrink), and Raychem (Cold and Heat Shrink) being alternative manufacturers. For these manufacturers, approved Livefront termination components include:

- Termination and connector, 4/0 AWG Al 34.5 kV

- Termination and connector, 350 kcmil Al 34.5 kV



3.8.4 Turbine Down Tower Switchgear (if required) Install the Turbine down Tower switchgear (provided by Turbine Supplier) in accordance with the Turbine Supplier Installation Instructions, as provided in Exhibit B-1.

Turbine downtower switchgear shall be placed on the bottom platform of the Turbine as per the Turbine Supplier’s specs in Exhibit B-1.

3.8.5 FAA Lights Contractor shall assist in preparing and submitting the required documentation to the FAA for periods when FAA lighting is not operational during construction if needed.


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3.8.6 34.5kV Pad-Mount Switches (if utilized) Field switches, used to sectionalize the collector system, shall consist of a single self-supporting enclosure, containing three phase gang operated interrupter switches and the necessary accessory components with the following minimum ratings:

System Voltage BIL Continuous Current Momentary Current

34.5kV 200 kV 600 A 25 kA

The Contractor shall verify the amperage and short circuit ratings based on design calculations.

The switchgear and accessories shall conform to the latest issues of ANSI, NEMA, and MIOSHA/OSHA. In case of conflict ANSI takes precedence over NEMA. The switchgear and any power fuses shall be in compliance with Article 490 of the current National Electrical Code.

The enclosure shall meet “ANSI C57.12.28 Pad-mounted Enclosure Integrity Standard” and shall be designed to prevent tampering, damage from accidental collision from the public, moisture intrusion, accumulation of condensation and shall be properly labeled.

The switch and enclosure shall be grounded in accordance with IEEE Standard 80.

The switch shall be able to be visually inspected to verify its contacts are open, it is tagged open, and grounding devices are applied to enable work to be performed safely downstream of the switch.

3.8.7 Surge Arresters Where separate devices are used; equipment surge arresters shall be station class for cable terminations, transformers and overhead lines. Where the surge arrestors are incorporated in T-body elbows/connectors they shall, as a minimum, comply with IEEE Standard C62.11™ “IEEE Standard for Metal Oxide Surge Arresters for AC Power Circuits” and IEEE Standard 386™ “Separable Insulated Connectors for Power Distribution Systems Above 600 Volts.” Metal oxide type arresters shall be used.


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3.8.8 Pole-Mounted Switches (if utilized) Field switches shall be 3-pole, gang-operated, vertical or horizontal break with the following ratings:


34.5kV 200 kV 600 A 25 kA


Operating mechanisms shall be able to be locked in the Open and Closed positions. Suitable ground protection shall be provided for the operator during operation of the switch.

3.8.9 Junction Boxes Junction Boxes shall consist of a single self-supporting enclosure, containing three phase buswork (T-connector kits, 2, 3, or 4 point junctions etc) with the necessary accessory components with the following minimum ratings:


34.5kV 200 kV 600 A 25 kA


The enclosure shall meet “ANSI C57.12.28 Pad-Mounted Enclosure Integrity Standard” and shall be designed to prevent tampering, damage from accidental collision from the public, moisture intrusion, accumulation of condensation and properly labeled. The Junction boxes should have a parking stand for cable being worked on. The enclosure opening should be long enough to properly remove the elbow from the bus.

The enclosure shall be grounded in accordance with IEEE Standard 80.


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3.9 Collection System Installation

3.9.1 Trenching The underground cables shall be direct buried, preferably by rotary trencher method installed in a trench to provide minimum soil cover of fifty five (55) inches running in routes intended to minimize land disturbances. The fiber optic cable shall be laid in the same trench as the 34.5 kV rated cables. Cable trench shall include power cable, fiber optic cable, ground wire, and tracer. Alternative depths for the trenching may be approved by the Owner based on a value engineering analysis to be conducted by Contractor and presented to Owner.

The agricultural fields in this project are irrigated using a tile system which feeds into a series of roadside ditches. After trenching through landowner fields, the contractor shall be responsible for the repairs of any tile damaged by the trenching process. Where the MV underground cable crosses tilled or non-tilled land, the topsoil shall be removed prior to trenching, and shall be returned to the top of the trench after the non-topsoil fill has been used as backfill. The surface of the trenched area shall be returned to the same grade as the surrounding soil.

Any construction along roads, ditches, streams, etc. shall be in compliance with all local, state, and federal requirements.

During construction the collection system trenches shall not be left open over night unless expressly agreed in writing by the Owner.

The MV cable shall be run in conduit whenever it is above 36 inches below finished grade (e.g. the exit from the wind turbine foundations)

Where the underground collection systems crosses County Road Right of Ways, wetlands or streams, etc. it shall be installed using direction drilling and protected by PE conduit sized and rated using the design criteria promulgated in the Plastic Pipe Institute (PPI) Handbook, unless otherwise allowed under permits and as approved by Owner. The road ROW crossings shall be in compliance with any additional requirements from the appropriate authority and be marked at the edge of the road ROW by appropriate permanent markers/stakes.


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3.9.2 Trench Backfill The entire trench backfill must be thoroughly tamped to meet compaction requirements for cable loading and structural integrity. Special care must be taken in the areas where the thermal testing of soils in that area indicates a potentially high resistivity. Appropriate bedding material shall be used to provide physical and thermal protection for the buried cables.

Backfill shall include eight (8) inches of compacted sand under the cables and 16 inches of compacted sand above the cables. Native soil can be used for the remainder of the trench backfill except that all rocks and other debris larger than 2 inches removed. The backfill should be compacted sufficiently to minimize settlement and to avoid erosion due to storms. At the beginning of the trench backfilling operation, the Contractor and the Owner shall determine the suitability of the native soil for use as backfill, and any additional measures that may be required to ensure adequate compaction.

Alternative backfill details for the underground cable may be approved by the Owner based on a value engineering analysis to be conducted by Contractor and presented to Owner.

All excavated areas are to be thoroughly compacted in accordance with this Scope of Work before surface restoration.

All grade surfaces that are disturbed shall be restored to essentially original condition and to the satisfaction of the Owner.

Grass areas shall be seeded and protected as directed by the Owner.

3.9.3 Cable and Conduit Installation The backfill around conduits must be free of rocks or other debris that could damage the conduit. The excavated material may be used for backfilling unless it contains foreign material that makes it unsuitable for use. If the excavated material is not usable, Contractor will arrange for suitable fill material. Contractor will be responsible for obtaining, loading, hauling, and placing the backfill material, and for disposing of any unsuitable excavated material.

All conduit installed in open trenches shall, as a minimum, be Schedule 40 PVC. All conduits shall be joined using standard couplings and adapters manufactured for the purpose, and installed per the manufacturer's recommendations. The interior joint surface shall be smooth to prevent damage to cables pulled past the joint.


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Conduit installed in directional boring operations shall be polyethylene electrical plastic duct, with wall thickness as specified by the electrical Engineer of Record. All polyethylene conduits pulled in to a single bore shall be one continuous length without joints or couplings. Conduits can be fused.

Conduits under roadways or pipelines and certain other locations shown on the drawings shall be placed by directional boring techniques with conduit installed in the bored hole. Contractor is responsible for supplying and installing conduit as specified. In addition, Contractor may elect to install additional cable by directional boring techniques.

When cable is pulled into conduit, a suitable pulling lubricant shall be used. The cable shall be protected at all conduit ends with suitable bushings, end bells, or with nylon leader guards. All conduit ends that are located below grade shall be sealed with duct seal.

Cable ends shall be sealed against moisture at all times using protective caps specifically manufactured for the cable size and type being used. Sealing of cable ends by taping without first installing the protective end caps is not permissible at any time.

The minimum bending radius of primary underground cable is twelve times the overall diameter of the cable, measured to the inside cable surface in the bend. Contractor shall take special care to avoid damaging cable by excessively sharp bends or by any other means.

Owner reserves the right to inspect each cable or conduit segment prior to any back-filling. Contractor shall promptly correct any reported deficiencies to the satisfaction of Owner.

Underground collection cables shall be installed using a triplexed cable configuration. Alternative cable arrangements (e.g., flat) may be approved by the Owner based on a value engineering analysis to be conducted by Contractor and presented to Owner.

The Contractor shall describe the measures taken to avoid cable damage while trenching and laying cables.

3.9.4 Road, Utility or Oil and Gas Facility Crossings Where the collection system crosses roads, utility or oil and gas facilities the installation shall be in compliance with utility owner’s requirements and notification periods.


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However, the minimum cover over all direct buried primary cable, and conduit to contain such cable, shall be 55 inches in private right of way and 55 inches in county or state right of way. The minimum cover over conduits containing communications cables or secondary cable, and conduit to contain such cable, shall be 55 inches. The separation between new cables and other utilities shall meet the requirements of the NESC.

3.9.5 Cable Tagging The ends of all underground and overhead cables must be tagged by Contractor with information designating their unique name, phase and location of the other end. All cables and lines shall be given a unique name (approved by the Owner) and appropriately marked.

All enclosed cables are to be tagged with identification cable ties to be approved by Owner. Marking shall be done by neat and clear hand printing using an indelible marking pen.

Cables that are exposed on riser poles shall be marked with a 3” diameter brass tag, attached to pole near the terminators in a manner acceptable to the Owner. The tag shall be embossed using a stamping set to create letters and numbers approximately 3/16” high. All tags, tie wires, and the required embossing stamp are to be supplied by Contractor.

All tags shall be marked in with the type and identification of the equipment at the other end of the cable. The following abbreviations should be used:

- T-xx Turbine step-up transformer for Tower xx, or Turbine downtower switch for Tower xx

- GT-xx Grounding transformer xx

- JB-xx Primary junction cabinet JB-xx

- RP-x Primary riser pole RP-x

- F-xx Substation switchgear, feeder cubicle xx

3.9.6 Cable Splicing and Terminating All splices and terminations shall be made with the materials specified and installed per the manufacturer's instructions and recommendations. No taped splices will be permitted. The Owner reserves the right to inspect all splices/terminations before they


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are covered or concealed, and Contractor shall give sufficient notice to Owner to allow such inspections. Contractor shall promptly correct any reported deficiencies to the satisfaction of Owner.

All splices and terminators are to be installed by carefully following the instructions of the device manufacturer. The cable preparation and device installation shall be done by workmen who are trained and experienced in such work. Contractor shall engage a factory-trained device manufacturer’s representative to provide training and certify workmen prior to installing terminating devices

A scrap cable end shall be prepared for splicing (this includes cable preparation only, no splice or termination shall be installed) by each workman who will be responsible for installing terminations or splices, and presented to Owner for approval before beginning work on any cable ends intended to be placed in operation. Such approval of a sample by Owner does not relieve Contractor of any responsibility for the proper preparation of cable ends or the proper installation of terminations or splices.

Before installing any cable splice or termination, the cables to be spliced shall be verified by inspection and by measurement with a diameter measuring tape for the following: (a) The conductors match the acceptable sizes and types as stamped on the compression sleeve or terminal lug; (b) The diameter over the insulation is within the acceptable range of diameters for the splice or terminator body or adapter being used. The cable neutral shall be grounded at each end of each cable run, and grounded at intermediate points as per the design drawings.

3.9.7 Junction Boxes/Cabinets Contractor shall install and connect each junction box/cabinet in accordance with the appropriate drawings and specifications.

Concentric neutral tails are to be connected to the ground bus supplied with the cabinet, with sufficient slack to allow free movement of the terminations for maintenance or replacement. The cable jacket shall be carefully sealed against moisture ingress at all jacket openings.

Sufficient “slack” cable shall be installed such that the cables can be re-terminated at least two times after the project is commissioned.

Cables shall be trained neatly in the ground sleeve area, with a minimum amount of crossovers.


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The enclosure shall meet “ANSI C57.12.28 Pad-Mounted Enclosure Integrity Standard” and shall be designed to prevent tampering, damage from accidental collision from the public, moisture intrusion, accumulation of condensation and properly labeled.

3.10 Collection System Circuit Testing

3.10.1 Manufacturer’s Factory Tests All transformers, circuit breakers, and switches rated over 600V shall require factory test reports showing compliance with ANSI/IEEE standards.

3.10.2 Transformers over 600V The following tests shall be performed as a minimum:

A. Turns Ratio.

B. Insulation power factor, polarity, excitation, winding resistance (>10MVA only).

C. Oil quality and Dissolved gas-in-oil analysis (for GSU transformers, factory oil sample & testing will be done in lieu of in the field sample).

D. Fan controls and all device alarm points, as applicable.

E. Current transformer turns ratio, polarity, circuit loop checks, as applicable.

F. Bushing insulation power factor (>10MVA only).

3.10.3 Circuit breakers over 600V The following tests shall be performed as a minimum:

A. Insulation power factor, contact resistance, operator controls and interlocks, travel/timing where equipped with test attachments.

B. Gas pressure check.

C. Current transformer turns ratio, polarity, and circuit loop checks.

D. Bushing insulation power factor.

E. Functional tests

3.10.4 Down Tower Switchgear (if utilized) The following tests shall be performed as a minimum:

A. Insulation power factor, contact resistance, operator controls and interlocks, travel/timing where equipped with test attachments.


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B. Gas pressure check.

C. Current transformer turns ratio, polarity, and circuit loop checks.


E. Functional tests

F. Relay tests to verify that the downtower switchgear trips in accordance with the Contractor’s selected/programmed settings.

G. Other testing as specified in Turbine Supplier documents included in Exhibit B-1.

3.10.5 Switches over 600V The following tests shall be performed as a minimum:

A. Contact resistance and operator adjustment.

B. Functional tests.

3.10.6 Voltage transformers over 600V The following tests shall be performed as a minimum:

A. Insulation power factor turns ratio, circuit loop checks.

B. Oil level check if oil insulated.

3.10.7 Protective relays (including those in the Down Tower Switchgear) A. The following tests shall be performed as a minimum:

B. Calibrate as required and test by current and voltage injection using Doble or equal relay test equipment.

C. Functionally test to demonstrate circuit breaker actuation.

D. Owner/utility may witness test portions of the protective relays.


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3.10.8 Grounding The following tests shall be performed as a minimum:

A. Perform initial earth resistance tests as part of ground grid design.

B. Perform completed grid tests per IEEE 81.

C. Turbine ground grid test (isolated from the collection system ground) to demonstrate compliance with turbine manufacturers requirements and applicable codes.

3.10.9 Field Acceptance Testing and Commissioning Provide testing and test reports under the supervision of a licensed engineer or NETA certified contractor. Field acceptance electrical testing shall comply with the latest NETA Acceptance Test Specifications except as follows:

A. Per the equipment manufacturer recommendations.

B. As noted otherwise in this specification.

3.10.10 Cable Testing All underground collection system feeder cables shall be tested in accordance with the manufacturer’s recommendations and according to the following:

A. Perform a visual inspection upon delivery and prior to installation.

B. Perform visual inspects on exposed cable sections for physical damage.

C. Inspect shield grounding, cable supports, and terminations for proper installation.

D. Perform PD testing on all underground cable.

1. The tested sections shall include all cable sizes and shall test the terminations and splices (if any) on the cable.

2. Cables shall not be energized until after PD testing is complete.

3. Test voltage shall be as a minimum 2.0 times operating voltage and at 60 Hz.

4. Design of the collection system shall be such that the cables can be sectionalized into lengths of 8500 feet, maximum, to support PD testing as performed by IMCORP or other Owner approved testing company.


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5. These lengths shall be coordinated with normal splice points to minimize cable splicing.

E. Perform 5kV DC Megger testing on all underground cable

1. Each phase shall be tested independently, with the test voltage applied between the phase conductor and the grounded cable neutral.

2. The internal on/off switch on all pad mount transformers that are connected to the cable under test shall be opened.

3. The downtower MV switches shall be opened.

4. All surge arresters must be disconnected from the cable under test.

a. Elbow type termination arresters must be removed from the transformer bushing, and replaced with an insulating protective cap (Cooper DPC635 or equivalent).

b. All surge arresters in the substation switchgear termination compartments must be disconnected at the bus tap point.

5. Circuit breakers in the substation switchgear that are connected to the cable under test must be tagged and locked out.

6. Multiple cable runs may be tested as a single section, subject to the capacitive charging current limitations of the instrument used for testing.

7. All 1250/1000 kcmil cable on each circuit may be tested as a single section, including all 3/0, or greater, cable that is also terminated with that circuit at the substation switchgear. The test connection should be made at the substation switchgear or at the source riser pole for the cable.

8. Each run of 3/0, or greater, cable, originating at a junction cabinet and extending to the furthest most turbine on that run, may be tested as a single section. The test connection to the disconnected 3/0, or greater, cable may be made using a connecting plug (Cooper DCP635 or equivalent) assembled to the elbow with the insulating plug normally used to connect the elbow to the transformer/Tower base circuit breaker bushing.

9. Apply 5kV DC Megger for 5 minutes.

a. Record Insulation Resistance values at the following intervals:

b. 10 seconds from initial voltage application

c. 30 seconds from initial voltage application

d. 1 minute from initial voltage application


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e. 2 minutes from initial voltage application

f. 3 minutes from initial voltage application

g. 5 minutes from initial voltage application

Contractor shall be responsible for testing all line sections and shall make any changes which said tests show to be necessary to fully meet the requirements of the Specifications.

The megger used must be capable of supplying sufficient current to charge each test section to the full test voltage within 10 seconds. If appreciable charging current is still being observed after 10 seconds, the cable section shall be subdivided into two or more sections, with each section tested separately.

All insulation values shall be identified by cable section, phase, and time, and recorded on test sheets mutually agreed between the Contractor and the Owner. All test records shall be assembled and furnished to the Owner at the completion of testing.

Cables will be energized initially from the substation. Contractor will cooperate with Owner to facilitate the energizing process, including removing elbows and installing temporary dead end caps as required to sectionalize or isolate circuits. Special care must be taken to notify all personnel in the area of the pending energization, and to clear the area around terminations and transformers. Transformers that are energized must be identified as directed by the Owner.

The cable will be deemed acceptable if the measured insulation resistance is stable or increasing with time, and the resistance at 5 minutes is greater than 1000 megohms. If any tested cable section does not meet this criteria, the Owner shall be notified immediately, and additional testing shall be initiated to determine the source of the problem.

G. Perform Conductor Continuity testing.

a. Test reports to include: indicate results of cable test in tabular form and in plots of current versus time at 30 second intervals at maximum voltage.


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Section 4 Collection System Substation

4.1 General Conceptual Collection System Substation system one-line diagrams and general arrangement drawings are included in Exhibits A-11 through A-14. The Contractor is responsible for verifying the assumptions and completing the design.

All equipment to be used in the Collection System Substation shall be subject to review and approval by Consumers Energy for compatibility with the existing electric system and ensure that the Collection System Substation can be operated safely, reliably and economically by Consumers operations and maintenance personnel.

The information provided herein shall be the minimum requirements for the engineering, design and installation of the substation. The Contractor shall be responsible for the complete design and supply of the fully functional Collection System Substation in accordance with the Agreement and the applicable standards and requirements.

4.2 Design Requirements

4.2.1 Codes and Standards The Collection System Substation shall be designed and installed to meet or exceed the requirements of the latest revisions of the National Electric Safety Code (NESC), American National Standards Institute (ANSI), Institute of Electrical and Electronic Engineers (IEEE) and all other applicable industry standards organizations that are applicable to electric utility substations and equipment included therein. The design and installation of the Collection System Substation shall comply with all federal, state and local regulations and codes and the specific requirements of the interconnecting utility, Consumers Energy. The Collection System Substation as designed and installed shall allow for safe operation and maintenance of the facility in accordance with MIOSHA and OSHA regulations and Consumers Energy operating policies and procedures.


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4.2.2 Arrangement The arrangement of the Collection System Substation shall provide for access by personnel, equipment, and vehicles as required to operate, inspect, maintain, repair and replace all substation equipment and materials. Whenever practical, the arrangement shall also allow the safe maintenance of equipment while the remainder of the Collection System Substation remains energized.

4.2.3 System Voltage The system voltage is included in the following table:

Nominal, kV Operating, kV Maximum, kV BIL kV (winding)

34.5 34.5 38 200

138 138 145 550

4.2.4 Electrical Clearances Preferred normal and minimal electrical clearances from energized parts shall be in accordance with the latest editions of ANSI, NEC, and NEMA. In addition, the insulation level and electrical clearances for all high voltage conductors (buses and equipment connections) shall be in accordance with Consumers Energy Substation Standards, pages 1-31 & 1-32, as included in Appendix A to Exhibit A-1.

4.3 Equipment and Materials

4.3.1 Bus Conductors and Fittings Collection System Substation buses may be either rigid or strain bus or a combination of both. Each bus and all equipment connection conductor shall have a rated ampacity at least as great as that of the connected equipment and as required to carry the maximum load over the life of the facility.

Collection System Substation buses shall be design in accordance with IEEE 605, IEEE Guide for Design of Substation Rigid-Bus Structures. Consumers Energy will review the Collection System Substation bus design and calculations to ensure compliance with Consumers Energy Substation Standards Section 11, Bare Conductors and Fittings (not provided).


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4.3.2 Main Power Transformers The main power transformers will be provided by the Owner. Specifications for the main power transformers are included in Exhibit B-2. The Owner will also supply a spare main power transformer. The substation design shall include provisions for storage of the spare main power transformer including power for control cabinet anti-condensation heaters.

4.3.3 HV Circuit Breakers Owner-provided specifications for the HV Circuit Breakers are included in Appendix A.

4.3.4 HV Disconnect Switches HV disconnect switches supplied at the substation shall be manually operated 3-phase gang operational, non-load break and double side break devices.

System Voltage Continuous Current 3-sec. short time current carrying capability @ rated max. kV

138 kV TBD by Contractor Minimum of 1200 A

TBD by Contractor Minimum of 25 kA, Sym.

4.3.5 High Voltage (HV) and Medium Voltage (MV) Surge Arrestors High voltage (HV) and Medium Voltage (MV) Surge Arresters shall be station class metal-oxide, polymer housing arresters with appropriate voltage and energy ratings.

4.3.6 MV Circuit Breaker MV circuit breaker shall be outdoor vacuum or SF6 gas insulated, dead tank with the following ratings:

System Voltage Continuous Current Interrupting Rating (Symmetrical)

Interrupting Time

34.5 kV TBD by Contractor Minimum of 1200A

TBD by Contractor Minimum of 25kA

5 cycles (Max)

4.3.7 MV Disconnect Switches Disconnect switches that are an integral part of the MV buswork shall be group-operated 3-pole, solid blade, manual-operated, vertical break, horizontal break or “V” Type as appropriate to the buswork design, provision of a compact design and


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convenient operation by staff. Disconnect switches used to isolate incoming feeder cables may be single pole operated. Disconnect switches shall have the following ratings:

System Voltage Continuous Current Momentary Current Manual Operator

34.5 kV TBD by Contractor 600A (minimum)

TBD by Contractor 40kA (preferred)

3 ft. swing arm

4.3.8 Instrument Transformers

Current Transformers Relaying type current transformers shall have ANSI standard ranges and accuracy classification of at least C400. Contractor shall be responsible for ensuring classification is suitable for the application. Relaying type current transformers shall have a thermal rating of 2.0 for all ratios. The thermal rating shall be shown on the current transformer nameplate.

Revenue metering type current transformers shall have ANSI standard ranges and accuracy classification of 0.3 at a minimum burden of 1.5. For dual ratio metering current transformers, both ratios must meet the accuracy and burden requirements. Revenue metering type current transformers shall have a minimum rating factor of 2.0 for all ratios. The thermal rating shall be shown on the current transformer nameplate.

All current leads shall be wired to the terminal blocks. Splices in the current transformer secondary leads are not acceptable. The current transformers shall be shorted and tied to a ground reference at the terminal blocks during shipment.

Current transformer sets shall be identified with polarity markings and secondary lead designations as specified by NEMA SG 4.

Current transformer housing covers that prevent birds from building nests in or on the current transformer shall be supplied as necessary.

The following shall be provided: complete ratio, accuracy, burden, thermal factor, and secondary resistance information on all current transformers furnished with the circuit breaker. This information shall include excitation


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and ratio correction factor curves for each type of current transformer furnished. When revenue metering CT's are supplied, metering accuracy tests for each CT unit are required including a ratio and angle correction chart over the normal IEEE meter CT testing range in addition to relay accuracy tests (saturation and ratio) are required. Also when revenue metering CT's are supplied, tracking paperwork that identifies which bushing the CT is in is required.

Potential Transformers The electrical characteristics and mechanical features of the equipment supplied shall be capable of meeting all the requirements specified within the latest revisions of ANSI C57.13.

4.3.9 Switchboards Switchboards shall be provided in accordance with the specification included in Appendix C to this Exhibit A.

4.3.10 Metering Metering shall be provided in accordance with the specification included in Appendix D to this Exhibit A.

4.3.11 Reactive Power Compensation and MV Capacitors Banks (If Needed) The reactive power compensation system, if required, shall meet all the Owner’s and Midwest ISO requirements per the interconnection requirements included as Exhibit D. The step change caused by switching any elements of the reactive power compensation system shall cause a maximum voltage step change of 3%. To achieve this end the Contractor shall, design, procure, install and test the appropriate equipment and controllers. The Contractor shall undertake the necessary studies to determine the nature, size and location of the reactive power compensation equipment, the results, along with a proposed control scheme, shall be provided to the Owner.

4.4 Auxiliary Power The auxiliary power distribution system for the substation control building will be provided by the pre-engineered substation control house vendor.


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The design of the auxiliary power distribution System shall be coordinated and optimized to make certain that the bus voltage level sections, transformer ratings, and impedances, switchgear interrupting ratings, bus duct short circuit ratings, cable sizes and load equipment ratings to meet the applicable codes and standards.

4.4.1 DC and AC Systems The vital AC system for the substation control building shall be provided by the Contractor from redundant supplies as described. The contractor shall provide 125 VDC to all controls, protective relays, and instrumentation fed from battery and charger system. For all other equipment not compatible with this power source, Contractor shall provide a 120 volt Uninterruptible Power Supply (UPS) system to power critical loads, including controls and instrumentation for the control, fire alarm, communication, and security system. The UPS shall include a complete system and shall have twenty (20) percent spare capacity.

The DC system for the substation control building shall be provided by the Contractor. Batteries shall provide the emergency DC power required for switchgear controls and critical DC loads as well as the UPS. Batteries shall be lead-acid sealed type for stationary applications.

The duty cycle shall include a minimum of 30 minutes of power for the UPS and switchgear breakers control power at the end of the 8 hour duty cycle.

Battery chargers shall be sized to fully recharge the batteries from a fully discharged state in not more than twelve (12) hours while supplying normal continuous DC load.

4.4.2 Station Batteries and Charger A 125 VDC Power System shall be provided at the substation and wind-turbine sites.

Batteries shall be capable of 8 hours of operation under normal load, and then have additional capacity to trip all breakers one time.

Additional requirements as reflected in Brown Book (IEEE 399).


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4.5 Grounding, Lightning, Lighting, Security, and Operation

4.5.1 Grounding The ground grid system shall be designed per the latest version of IEEE 80 to limit step and touch potentials to safe levels for personnel both inside and outside the Collection System Substation for the maximum available fault current. The grounding system shall be designed for a low grounding resistance to minimize the maximum ground potential rise during line to ground faults. The Collection System Substation ground grid shall be designed and installed to achieve a tested resistance to true earth of less than 1.0 ohm. The design fault current duration shall be 0.5 seconds.

The Collection System Substation shall be provided with a ground grid system consisting of 4/0 AWG copper conductor and copper-clad ground rods. The grounding grid at the Collection System Substation shall consist of a number of interconnected, bare conductors buried horizontally at a minimum depth of 18”. The grid shall be supplemented by a number of driven ground rods as required. Ground rods shall be a minimum of 10’ in length, with the top of the rod buried 18” below the finished surface.

All metal structures, apparatus and equipment which are to remain at ground potential shall be solidly connected to the ground grid by 4/0 AWG copper conductors. Individual ground mats (on grade platforms) shall be provided at all high voltage disconnect switch locations and shall be connected to the station ground grid. Below grade connections shall be made with an exothermic welding process. Above grade connections may be welded, bolted or compression. Bolted connections shall be used to connect the ground grid to substation galvanized steel structures and equipment. All other connections shall be made in such a manner that the resistance of the connection does not exceed that of the equivalent conductor.

Communication cables, except for all-dielectric fiber optic, exiting the substation area shall be adequately protected from the ground potential rise during ground faults by provision of suitable protective devices. All-dielectric fiber optic cables do not require any of the foregoing protective devices as they are not subjected to ground potential rise during faults. Any shielded cables shall be grounded as required to control circuit transients and minimize noise.

The Collection System Substation ground grid shall be connected to the substation fence and the grid shall be extended 3 feet beyond the fence line.


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Collection System Substation grounding shall be designed in accordance with IEEE Standard 80 based upon the following conditions

A. MV circuit breaker total clearing times:

1. Normal: 6 cycles unless specific clearing times are based on procured equipment and relaying used.

2. Breaker failure: 15 cycles (iii) Line end fault clearing: 30 to 60 cycles

B. For substation EHV voltages below 345kV, touch and step potentials shall be in accordance with IEEE Standard 80, calculated without considering the crushed stone layer.

C. Isolated ground mat resistance: 5 ohms or less

Provisions shall be made for temporary grounding of Collection System Substation buses and equipment.

Ground grid testing shall be in accordance with ANSI/IEEE Standards.

The grounding system shall exceed the minimum of the above, Owner Standards, Interconnecting Transmission Owner standards and NESC requirements.

4.5.2 Lightning Protection The Collection System Substation shall be protected from direct stroke lightning strikes by shield wires and/or masts which are connected directly to the ground grid. The lightning protection system shall be designed for an expected failure rate of no more than one per hundred years.

The lightning protection system for the substation shall not have conductor crossings above live power equipment or bus-work. All equipment/structural metallic surfaces shall be bonded at least at two points. However, in all cases the Collection System Substation direct lightning stroke protection shall meet or exceed the level of protection provide by IEEE Standard 998.

4.5.3 Lighting Collection System Substation lighting shall meet the minimum lighting levels for the appropriate circumstances of indoor, outdoor, and roadway areas given in the latest editions of NFPA 70 and ANSI C2.


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If allowed by the local codes: infra-red motion detectors shall be used to control the outdoor lighting when the substation is unattended, a bypass switch shall be provided for when the substation is attended.

Emergency lighting shall be provided in attended areas in accordance with local codes and regulations.

4.5.4 Security All access gates to the Collection System Substation shall be padlocked with a standard issue lock.

Warning signs shall be installed in accordance with the National Electric Safety Code.

Refer to Section 4.6.4 for perimeter fencing requirements.

4.5.5 Operating and Maintenance The Contractor shall provide equipment manufacturer’s recommended list of operating equipment such as tongs, insulating sticks, rubber gloves, grounds, voltage detection equipment, etc. needed for the safe performance of operating functions. The Contractor shall provide a proper inventory of spare parts for the substation.

The Control building shall be fitted with security sensors that provide indication back to the O&M Building via the SCADA system (if O&M Building option selected).

4.6 Substation Civil/Structural Design Criteria

4.6.1 General This area of work consists of civil design of the substation with respect to grading, drainage and structural design of structures and foundations for support of the air-insulated bus-work, power transformer, switchgear and related electrical equipment.

4.6.2 Structures The Contractor shall design, procure and install dead-end structures that will be used to connect the Collection System Substation to the Owner’s HVD line Refer to Exhibit D for interconnect information.

Collection System Substation bus and switch support structures shall be low profile (non-lattice) type. Provisions shall be made for grounding the structures, disconnect


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switch operating mechanisms, surge arresters and other equipment that require grounding in accordance with industry standards.

4.6.3 Foundations All foundations shall be designed and installed as described in Section 2.

4.6.4 Fencing The entire Collection System Substation shall be fenced in accordance with IEEE and NESC requirements. The fence shall prevent the entrance of unauthorized personnel into the Collection System Substation and be separated from exposed energized parts so as to prevent unsafe contact by objects inserted through or over the fence.

The Collection System Substation fence shall be standard galvanized steel chain link security fence not less than 7 feet in height with an additional 1 foot high barbed wire topping with "V" type extension arms and three strands of barbed wire. In addition the perimeter fencing shall contain double "V" three stranded barbed wire as well as a stiffener bar at the bottom of the mesh to prevent lifting or undermining the mesh for entrance into the station.

Perimeter fencing shall be placed in accordance with the requirements of NESC and IEEE Standard 1119. Fence setback from property line shall not be less than 3 feet to accommodate the installation of a buried perimeter ground wire.

Outward opening, 20 feet wide, double leaf gates shall be installed on the perimeter fence for vehicle access to the substation Perimeter warning signs shall be installed at all gates and at a minimum of 75 feet intervals along the fence.

4.6.5 Raceway Raceway shall be provided for all electrical, control and optical fiber cables. Below grade raceway shall be direct buried PVC conduit (Schedule 40 or heavier wall) and pre-cast concrete cable trench. If cable trench is used adequate drivable sections shall be provide to allow for movement of operating and maintenance vehicles throughout the substation. Above grade conduits shall be PVC or rigid galvanized steel.

4.6.6 Underground Cable Contractor shall provide all necessary excavation, backfilling, and direct burial cable placement as required. If native material is used for backfilling, Contractor shall ensure


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that it has been screened to provide proper bedding material without rocks and other materials that may damage the cables, and that it has adequate thermal conductivity to prevent overheating of power cables. Thermal backfill, if required due to excessive heating of the cables, shall be provided by the Contractor. Cable crossings under roads shall be properly designed to accommodate applicable traffic loading. Draw pits with removable covers shall be provided, as necessary, to facilitate control cabling.

4.6.7 Drainage The site grading and drainage shall be designed to comply with all federal, state and local regulations. The site shall be graded to convey storm water runoff away from permanent facilities. Site drainage shall be designed to convey the runoff from a 4 percent probability (25 year) storm event unless specific federal, state, local or utility regulations or utility easement requirements are more stringent. Aggregate surfacing shall be provided and installed within and 3 ft. outside of the fenced area in a manner that allows the free movement of personnel, vehicles and equipment throughout the Collection System Substation under all weather conditions and is incorporated into the grounding design for the substation.

4.6.8 Collection System Substation Vehicle Access (outside substation fence) Access to the Collection System Substation site for installation, maintenance and removal of all major equipment shall be provided. Typical maintenance vehicles of up to 40 feet long by 8 feet wide with a turning radius of 30 feet and equipment delivery vehicles up to 11 feet long by 10 feet wide with a turning radius of 50 feet require access to the substation sites. Associated unloading equipment shall be accommodated as well.

4.6.9 Restoration and Landscaping Upon completion of the Collection System Substation and its access way the unused disturbed land shall be restored in accordance with requirements dictated by the landowners. Temporary structures and facilities supplied by the Contractor for use during construction shall be removed. All temporary buildings, structures, concrete slabs and footings, tools, facilities, and other Contractor property shall be removed from the site and the areas involved shall be restored to their original or intended condition.


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4.7 Collection System Substation Control Building

4.7.1 Design and Construction The building shall be adequately sized and configured to comply with Owner’s standards and requirements and shall be complete with required equipment, foundation, normal and emergency lighting, emergency egress, fire protection, heating and ventilation. The heating and ventilation shall be designed and installed to maintain temperature and humidity within the limitations of the control, communication, and protection equipment. The building shall be 20 x 40 feet in size and designed in accordance with Owner’s standard control building layout as included in Exhibit A-14.

The control building shall be a free standing metal building provided complete with framing, or self framing panels, roofing, siding, insulation, doors, windows, hardware, fasteners, flashing, weather-stripping, caulking, HVAC and other components as required or specified. All materials shall be new, free from defects and fabricated with quality workmanship. The building design as a whole shall result in a rigid structure that will maintain its shape and alignment against all design loads and shall conform to ASCE 7.


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Major equipment to be included in the Collection System Substation control building includes:

1. AC Panels

2. DC Panels

3. Termination Cabinet(s)

4. Battery Charger(s)

5. Battery Bank(s)

6. DC Disconnect Switch

7. Modular Steel Racks for transformer rack, feeder rack, line rack, communication rack, RTU rack, 34.5 kV breaker rack, cap bank rack, Turbine SCADA system rack, and other control and relay systems necessary for a completely functional wind farm, including room for further expansion)

8. Eyewash Station(s)

9. AC Safety Switches

10. Transfer Switch

11. Telco Board with room for Telco Line Isolation (as needed)

12. HVAC Unit

13. Exhaust Fan

14. Fiber Optic Patch Panel

15. Fire Extinguisher

16. Desk

17. Miscellaneous equipment

In addition, the control building shall include all other equipment necessary for a fully functional Collection System Substation in accordance with the Agreement and the applicable standards and requirements.

4.8 Collection System Substation Protection and Control

4.8.1 General The Contractor shall be responsible for the detailed design and implementation of the protection schemes necessary to satisfy the Utility/Transmission Owner’s requirements and provide appropriate equipment protection commensurate with normal Prudent


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Wind Industry Practices. All relay systems shall include backup protection in case of component failure in the primary protection system.

The Contractor shall be responsible for the detailed design and implementation of the Breaker Failure protection schemes necessary to satisfy Utility/Transmission Owner’s requirements (i.e. BF detection trip paths, coordinating time delays, etc.). The Contractor shall ensure the design is suitable for the substation and HVD line configuration and interface to the Utility/Transmission Owner.

4.8.2 HV/MV Main Power Transformer Protection Primary protection of the Main Power Transformers shall be provided by a current differential relay. Backup overcurrent protection shall also be provided for the transformer. On transformer trip, a lockout relay shall be asserted which opens all feeder breakers served from that transformer and opens the associated HV breaker(s). Contractor shall design an appropriate protection scheme to be reviewed by the Owner.

4.8.3 MV Bus Protection It is desired that the transformer differential zone of protection wrap around the switchgear. This shall provide primary MV bus protection. Current transformer wiring shall only be paralleled if the current transformer is of the same rating (voltage class) and has the same ratios (total winding and connected).

If this is not possible, an alternate form of primary bus protection shall be implemented.

Backup protection of the MV bus shall include phase, ground and neutral overcurrent protection measured on the low-side of the transformer.

4.8.4 MV Switchgear Protection Contractor shall design an appropriate protection scheme for the MV switchgear.

4.8.5 MV Collector Circuit Protection The primary protection of each collector circuit shall, as a minimum, include a single relay with the following protection capabilities:

- Phase and ground time-overcurrent

- Directional control

- Voltage supervision and tripping


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- Breaker failure logic

4.8.6 MV Capacitor Protection The protection of each capacitor bank, if required, shall include one or two relays that comply with IEEE 37.99-2000 Guide for Protection of Shunt Capacitor Banks. The protection is dependent on the final capacitor bank design. Unbalance protection shall be included to detect evolving faults and prevent damage to unfaulted capacitor units.

The primary protection of each capacitor circuit shall include a single relay with the following protection capabilities:

- Unbalance

- Phase and ground time-overcurrent

- Voltage supervision and tripping

- Breaker failure logic

4.8.7 Capacitor Bank Control Should a capacitor bank be required, the control of each capacitor switch, shall be provided in the same manner as other breaker control. At a minimum it shall include the following capabilities:

- Voltage and pf/Var measurement on the HV or MV bus as appropriate

- An Auto/Manual switch

- Thresholds to accommodate the necessary switching steps

- Switching control to rotate the duty of the capacitor banks evenly

- Time delay logic to accommodate safety time limits before closing and to ride through momentary system fluctuations

- Zero voltage closing control if required due to step size and or duty

- 34.5 kV undervoltage tripping

- 34.5 kV overvoltage tripping

The Contractor shall be responsible for programming the reactive power controllers. Several hard copy printouts and CDs of settings and programs shall be provided to the Owner.


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4.8.8 Interconnection Protection At the substation, the protection equipment shall include the following minimum features in addition to Owner’s requirements:

- Under-voltage (27)

- Over-voltage (59)

- Under frequency (81U)

- Over-frequency (81O)

- Transfer trip from and to the remote station for line protection (Owner requirement)

4.8.9 Wiring The wiring of all control and protection devices shall be consistent with good wiring practices and in accordance with Appendix C to this Exhibit A. All wiring shall be adequately sized for its specific application. All terminations shall be made using non-insulated compression terminals. No more than two terminations may be made to a single terminal point.

The entire control scheme (like for a breaker) shall be fused together with only a fuse for the positive and negative legs. There will be no individual circuit voltage monitoring.

Loss of DC to the Collection System Substation shall provide an alarm to the Substation SCADA System.

The DC supplied to each panel, from the DC distribution panel, shall be terminated on an appropriately sized terminal block located in the rear of that panel. Both positive and negative supplies shall be fused using panel mounted fuse holders.

All lock-out circuits shall be monitored with blue indicating lamps.

AC supplies shall be fused using the same type fuse holder as indicated above. Only the hot leg needs to be fused. A shorting slug shall be supplied in the neutral leg to provide an isolation point for maintenance purposes.

CT cables associated with redundant protective relaying systems shall be routed in a manner to prevent common mode failure. The CT cables shall be wired directly to CT shorting blocks on the appropriate panel.


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Wiring to the devices, which are removable from the front, shall be provided with enough slack (12 inches minimum) to permit removal of the item without disconnecting any wire. Wiring to control (CSR) switches shall be adequate to remove switch from panel for work or further wiring without disconnecting existing wires (see Owner’s standard design).

Wires shall be neatly arranged and properly supported throughout the panels to prevent sagging and breaking. Suitable raceways equivalent to 1-1/ 2 times the space required for wiring shall be provided to permit the safe and accessible installation of wiring. All wiring shall be secured using screws, nuts, and bolts or panduit wiring duct. Adhesive mounting of wiring clamps is not permitted.

Wire identification/numbers shall be provided on all AC and DC schematics according to the Owner’s standards.

4.8.10 Control Panels All control and protection equipment associated with transmission lines, transformer, circuit switcher, breakers and capacitors shall be installed on modular steel panels (Owner’s standard) located in the control building. All equipment mounted on the rear of the panels shall be located in a manner to permit easy access. Each item of equipment shall be readily removable without removal of other items.

Panels shall be of standard sizes painted light gray (ANSI No. 61).

Panels shall be bonded to an adequately sized copper ground bus.

All equipment installed on the panels shall be labeled using black lamacoids with appropriately sized white lettering, and always in accordance with the Owner’s standards.

4.8.11 Relays Relays shall be provided in accordance with the specification included in Appendix E to this Exhibit A.

4.8.12 Communications A. Telephone circuits shall be provided for all Collection System Substation

communications

B. All ordering and acquiring of the circuits shall be provided


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C. The incoming telephone shall have a minimum of 25 pairs of conductors

D. The incoming telephone cable shall be installed in PVC conduit to the nearest roadway or Telco trunk-line unless a reduced distance is approved by Consumers.

E. As a minimum, conduit extends 10’ beyond the substation fence or as required by the local exchange carrier. The telephone cable may be direct buried from end of conduit to telephone company termination point.

F. Stack end of telephone conduit.

G. Choose the precise location to provide ample space for operation and maintenance.

H. Install equipment in strict accordance with manufacturer's, Telco, and Owner’s recommendations.

I. Install pull rope in telephone conduit.

J. As a minimum, one dedicated 4-wire, class B, digital Frame Relay Data Circuit shall be provided for RTU communications, and;

K. A dial-up voice-grade circuit (POTS line) is required for access to the billing meter by the Utility.

L. For DTT, a modular RJ-11 jack must also be installed within six feet of the billing metering equipment, to allow the Owner to use this circuit for voice communication with personnel performing master station checkout of the RTU. This dial-up voice-grade circuit shall be a local telephone company provided business measured line without dial-in or dial-out call restrictions.

M. For DTT, a separate dedicated 4-wire, Class A, Data Circuit must be installed and protected as specified by the local telephone Utility for each DTT receiver and for the RTU. The circuit must be installed in rigid metallic conduit from the RTU and each DTT receiver to the point of connection to the telephone Utility equipment. Wall space must be provided for adjacent mounting next to the telephone board, of the billing metering panel and a telemetry enclosure. The billing metering panel is typically 60 inches high by 48 inches wide and the telemetry enclosure is typically 24 inches high by 24 inches wide. A clear space of 4.5 feet in front of this equipment is required to permit maintenance and testing. A review of each installation shall be made to determine the location and space requirements most agreeable to the Owner.

N. Collection System Substation phone circuits will be installed with the proper high voltage interface (HVI) protection.


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O. Typical protection is via a Positron rack and cards, provided by the phone company.

P. Consumers Energy has standard HVI design. Contractor shall request design support and assistance from Owner at the appropriate time.

Q. Only Consumers Energy approved protocols shall be carried on the phone circuits.

R. No IP or routable protocols are currently permitted

4.8.13 Telemetry, Disturbance Monitoring and Substation SCADA System A. Telemetry and disturbance monitoring is required at the substation and at EACH

and every individual wind-turbine location

B. In the substation, the equipment shall be located in a suitable switchboard panel location, generally in the same panel row as other switchboard panels

C. At each wind-turbine, the equipment may be installed in an electrical enclosure/box, as long as adequate space can be provided for maintenance and testing activities

D. The equipment shall be designed to operate on 125 V DC power.

E. All RTU I/O shall be real-time (update < 4 seconds)

F. Protected phone and data circuits shall be provided for the equipment.

G. The following will be telemetered at each substation and wind-turbine (when available):

1. Real and reactive power flow (copy these in from the flow diagram)

2. Voltage at the PCCT

3. Transformer MWatts

4. Transformer MVARS

5. Transformer low side voltage

6. Loss of station power AC

7. Loss of RTU DC power

8. Loss of metering potential

9. Pulses for Kwatt-hours in and out

10. Pulses for KVAR-hours in and out

11. Total Capacity Avail – MW/MVAR


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12. Number available

13. Number online

14. Dispatch Setpoint

15. AGC Status

16. Mandatory Control

17. The status (normal/fail) of protective relay Communication Channels. A status indication of "FAIL" indicates the Communication Channel used for relaying (i.e. transfer trip) is unable to perform its protective function

18. The status (open/closed) of the main isolating breaker and each generating unit breaker (if the Project is composed of multiple units, a single logical (OR) status of the individual Project breaker states, indicating all Project breakers are open or any one or more Project breakers are closed, is permissible). A closed status would be indicated if any individual generator is on line

19. 16. Contractor shall coordinate with Owner to develop complete list of data and control to be included in the Substation SCADA System.

H. The RTU will be equipped with “sequence of events” recording

I. Digital inputs of:

1. An output contact of an instantaneous relay to act as a ground fault detector for faults on the Utility electric system. This relay shall be connected into the same sensing source as the ground fault protective relay

2. Each and every trip of an interconnection isolation device, which is initiated by any of the generator interconnection relaying schemes

3. Each and every trip of an interconnection isolation device, which is initiated by any of the protective systems for the generator

4. Each and every trip or opening of an interconnecting isolation device, which is initiated by any other manual or electrical means

5. A contact indicating the position of the Project’s primary-side main breaker

6. A contact indicating operation of the over/undervoltage relays

7. A contact indicating operation of the under/over frequency relay or the Utility’s ground fault relay. A contact indicating operation of the Project provided transformer bank relaying


FIN

8. A contact indicating operation of any of the (51V) relaying

9. A contact indicating the position of the high-side fault-clearing device

10. A contact indicating the position of the reverse power relay

11. The following individual contact from each individual Direct Transfer Trip receiver

a. Loss-of-guard (LOG) alarm

b. Receive-trip relay (RTX)

c. Lockout relay

12. If any of the functions indicated the above items are combined into a multi-functional device:

a. Each of those functions must be monitored independently on the RTU, or

b. Provisions acceptable to the Utility must be provided to interrogate the multi-functional device such that the operation of the individual functions may be evaluated separately

J. RTU Hardware

1. At the substation location, RTU hardware shall be comprised of a GE Harris D20 RTU and associated I/O boards

2. At each wind-turbine, hardware shall be comprised of similar equipment (likely a GE iBox) mini-RTU device or similar, as approved by Consumers Energy

3. The RTU device shall be fed from the 125 VDC station/site power supply only.

4. Configuration/programming of RTU hardware at both the substation and wind-turbine sites shall be performed by Contractor in coordination with Consumers Energy’s System Design and Standards Department.

5. Preliminary (120 days before in-service) and Final (60 days before in-service) input/output (I/O) lists shall be provided by the Contractor to the System Design and Standards Department.

6. All RTU I/O points shall be provided with scaling data.

7. RTU Protocol shall be DNP 3.0 serial.

8. The wind-turbine RTU device will be located in a climate-controlled enclosure, which may be located indoors (preferably) or out-of-doors.


FIN

9. All circuits going to the RTU shall be terminated on terminal blocks in the RTU cabinet.

10. All RTU circuits shall use shielded cable and the shields shall be grounded only at the RTU. Remote end shields shall be properly terminated and insulated to prevent inadvertent contact with ground.

11. RTU shall be installed in a panel, not on the wall of the control building.


FIN

K. GPS Time Synchronization

1. The substation shall be equipped with an Owner’s standard (SEL or Arbiter) GPS time clock. The clock will be connected to the RTU and connected to or distributed to all relays and similar protective and/or data acquisition devices.

4.9 Collection System Substation Bus, Switch and Equipment Nomenclature System

The Collection System Substation will be operated and maintained as an integral part of the Consumers Energy High Voltage Distribution (HVD) system and as such the Collection System Substation bus, switch and equipment nomenclature system shall be compatible with the existing electric system. Consumers Energy will provide all required nomenclature for the Collection System Substation and attached circuits at an appropriate time prior to energization.

4.10 Drawing and Drafting Standards All collector system and Collection System Substation design and construction drawings shall conform to Consumers Energy Electric Distribution Engineering drawing standards as included in Appendix B to this Exhibit A.

All design drawings shall be prepared in accordance with the Consumers Energy, System Design and Standards, “Design Document Drafting Procedure”. The procedure documents numerous requirements, such as drawing numbering, title block information, line-weights, equipment/device symbology, etc. (At the applicable time, a copy of the procedure will be provided.)

The Owner and the Contractor shall identify in the project schedule, drawing submittal, review and comment, and final approved submittal activities. Typical review times for Owner review and comment shall be 30 days after receipt, but additional time may be requested based on the volume or complexity of the submittal.

It is anticipated that initial submittal shall be of a conceptual nature and include as a minimum, One-Line Diagrams of the:

A. Substation, including station power and any alternate sources

B. Farm interconnection/gathering system

C. Typical Turbine site, including station power


FIN

Complete drawing submittal of all project details shall occur following approval of conceptual drawings and the detailed design process. Drawings must be of engineering quality and conform to the drafting procedure. Free hand sketches are not acceptable. The engineering drawings shall include the following:

A. The location and ratios of the current and potential transformers used for the isolation protection.

B. The connection of relay terminals in current, potential, and control circuits.

C. Relays identified by their IEEE device numbers.

D. All RTU sequence of events monitoring with the IEEE device numbers.

E. The location of the current and potential transformers used for telemetering.

F. Breaker status contacts used for telemetering.

G. RTU location (note on drawing).

H. Power source for all protective relays, control equipment and RTU (note on drawing).

I. The contractor shall provide information on those relays to be used for the protection of the Consumers Energy electric system, including the manufacturer of the relays, the relay types and calibration range(s), and the model or style number of the relay.

J. The One-Line Diagram (described above) - A one-line representation of the three-phase electrical system shall be provided. The one-line diagram must indicate those electrical system components (e.g. buses, feeders, transformers, and generators) that are necessary to show how the wind farm will be built and how it will connect with the Consumers Energy electric system. The following information on these system components shall appear on the one-line diagram:

1. Breakers - Rating, location, and normal operating status (open or closed)

2. Buses - Operating voltage

3. Capacitors - Size of bank in kVAR

4. Circuit Switchers - Rating, location, and normal operating status (open or closed)

5. Current Transformers - Overall ratio, connected ratio

6. Fuses - Normal operating status, rating (Amps), type

7. Generators - Capacity rating (kVA), location, type, method of grounding

8. Grounding Resistors - Size (ohms), current (Amps)

9. Isolating transformers - Capacity Rating (kVA), location, impedance, voltage ratings, primary and secondary connections, and method of grounding


FIN

10. Potential Transformers - Ratio, connection

11. Reactors - Ohms/phase

12. Relays - Types, quantity, IEEE device number, operator lines indicating the device initiated by the relays

13. Switches - Location and normal operating status (open or closed), type, rating

14. Tagging Point - Location, identification.

K. Detailed wiring drawings (point-to-point) shall be provided. These drawings shall depict all panel and field-device terminations and interconnections. Wiring tables are not permitted

4.11 Testing

on either the Contractor-provided or equipment provider (supplier/shop) drawings. In addition, the connections and wiring of supplier/shop drawings shall be transferred and depicted in detail on the Contractor drawings so that a complete wiring package is shown without referral to the supplier drawings.

4.11.1 General The Contractor shall perform all tests as may be deemed necessary to demonstrate that the equipment, as installed, complies with these requirements. All labor, instruments and apparatus required for such tests shall be provided completely by the Contractor. If any of the equipment fails, under test, the defects shall be rectified by readjusting, or removing and replacing, the faulty equipment until, under test, all requirements are met.

Results of tests shall be formally transmitted for review and approval no later than 10 working days after completion.

The Contractor shall make available appropriate staff during Owner testing of the HV systems relaying and SCADA for assistance. The Contractor shall be responsible for testing and commissioning all the work under this contract.

4.11.2 General Testing and Commissioning The contractor shall perform

- DC charger commissioning.

- Substation Services commissioning.

- Phase rotation checks.


FIN

- Voltage test and tap change settings.

- Operational switching and control during commissioning of MV system.

- HV Transformers, Circuit Breakers, CT’s, VT’s, disconnect switches and MV Switchgear and reactive power support equipment at the Project Site shall be fully tested and commissioned.

4.11.3 Transformers over 600V The following tests shall be performed as a minimum:

A. Turns Ratio,

B. Insulation power factor, polarity, excitation, winding resistance (>10MVA only);

C. Oil quality and Dissolved gas-in-oil analysis,

D. Fan controls and all device alarm points, as applicable;

E. Current transformer turns ratio, saturation, polarity, circuit loop checks, as applicable;

F. Bushing insulation power factor (>10MVA only),

G. Doble.

4.11.4 Circuit breakers over 600V – The following tests shall be performed as a minimum:

A. Insulation power factor, contact resistance, operator controls and interlocks, travel/timing where equipped with test attachments,

B. Gas pressure check,

C. Current transformer turns ratio, polarity, and circuit loop checks,


4.11.5 Switches over 600V – The following tests shall be performed as a minimum: (1)

A. Contact resistance and operator adjustment.

4.11.6 Station bus systems The following tests shall be performed as a minimum:

A. Low resistance continuity check at bus joints.


FIN

4.11.7 Voltage transformers over 600V The following tests shall be performed as a minimum:

A. Insulation power factor turns ratio, circuit loop checks,

B. Oil level check if oil insulated.

4.11.8 Protective relays The following tests shall be performed as a minimum:

A. Calibrate as required and test by current and voltage injection using Doble or equal relay test equipment,

B. Functionally test to demonstrate circuit breaker actuation. Owner/utility may witness test portions of the protective relays.

4.11.9 Station control wiring The following tests shall be performed as a minimum:

A. Perform point to point wiring checks of field control wiring and relay panel wiring, complete functional check of the schematics (both AC and DC), functionally verifying every circuit and highlighting the schematic diagram to document the verification of each circuit.

B. Verify all remote monitoring, indication, and alarm points,

C. Perform loop checks on all current and potential circuits.

4.11.10 Grounding The following tests shall be performed as a minimum:

A. Perform initial earth resistivity tests as part of ground grid design,

B. Perform completed grid tests per IEEE. 81

4.11.11 Maintenance and Testing A. In addition to the commissioning and testing that the Contractor will provide,

Owner will likely perform testing of any of the relaying and control equipment that involves protection of the Owner’s electric system

B. Testing records shall include both an exact calibration check and an actual trip of the circuit breaker or contactor from the device being tested. For each test, a report shall be submitted to the Utility indicating the results of the tests made and the "as found" and "as left" relay calibration values.


FIN

C. Visually setting, without verification, a calibration dial or tap is not considered an adequate relay calibration check.

Lake Winds Energy Park | 5-1

Rev. A. August 6, 2010

Section 5 SCADA and Communications

5.1 General The Substation SCADA System is required for the purpose of providing substation control and data acquisition, and aggregate control of the wind farm to the Owner/operator as well as providing information about the wind farm and substation to the control area system operator. The Substation SCADA System is also required to accept data (e.g. equipment status at the POI and metering) from the Owner and provide such to the Wind Turbine Supplier SCADA System. A conceptual SCADA diagram for the Project is included as Exhibit A-9.

5.1.1 Contractor Scope of Work The Contractor will provide and coordinate the SCADA system for the Collection System Substation, referred to hereafter as the “Substation SCADA System” and provide the equipment and software to integrate all these systems into a fully functional SCADA System.

5.1.2 General Design Philosophy The following general design philosophy and requirements shall be complied with for the Substation SCADA System. Information shall be collected utilizing Intelligent Electronic Devices (IEDs) where available (example microprocessor based protective relays or intelligent meters) through the RTU’s serial connection. An RTU shall be provided as needed to collect the required information from the IEDs or I/O modules. The RTU shall also provide required wind farm functionality to the transmission service operator, and Owner. The RTU shall also provide SCADA functionality for the Owner’s Wind Turbine Supplier SCADA System as needed. All data points listed in the “Wind Farm SCADA Points List” included in Exhibit A-10 shall be included in this system. At a minimum the following communication protocols shall be supported: DNP 3.0 and Modbus.

5.1.3 System Layout The Conceptual SCADA Diagram provided in Exhibit A-9 shows a preliminary layout of the SCADA system for the Project. The Contractor is responsible for finalizing the system configuration and layout in coordination with the Owner.



5.1.4 SCADA Integration The Contractor is responsible for providing a fully integrated SCADA system for the Project, that is, the Contractor shall provide a fully functional system to connect all parts of the SCADA system (e.g. Owner’s RTU, the Substation SCADA System, and the Wind Turbine Supplier SCADA system) together in a reliable cost effective manner.

5.2 Substation SCADA System Scope The Contractor shall provide a complete Substation SCADA System for the substation. The system shall include but not be limited to the following items;

5.2.1 Substation Communication System Design Contractor shall prepare a communication block diagram of the substation illustrating the interconnection of SCADA devices at the substation. The block diagram shall identify devices, port numbers, communication cable type, protocols and device addresses. Contractor shall also provide a cable list detailing communication cable type, number of conductors, wire size, length, and destinations. If special connections are required, a cable wiring diagram should be created.

Deliverables include: Communication Block Diagram, Communication Cable List as part of master substation cable (circuit) list, Cable schematic drawings as needed.

5.2.2 SCADA Points Lists Contractor shall work with the various parties involved and prepare a points list for each entity listing the points being provided. A typical points list has been provided in Exhibit A-10, as a base document from which a complete points list can be developed. The Contractor shall co-ordinate the review and approval of the points lists by the all the relevant parties. The points list will be of sufficient detail to allow programming of the various slaves and masters. All digital points shall be provided by “dry contacts” when not coming from an IED. Digital point wetting voltage shall be 125 VDC. Status points which can change state multiple times between polls from the SCADA system (typically 2 seconds) shall require a change detect status card (i.e. breakers). Wires from metering systems, and for communication, shall be twisted shielded pairs, and the shields shall be grounded in the substation SCADA cabinet only.

Expected deliverables include: Owner Points List, Owner Interconnect Points List, System/Area Operator Points List.



5.2.3 Substation Device Configuration The SCADA RTU must interface with the Owner’s Master and as such numerous conventions must be followed. Contractor will coordinate with Owner to develop the configuration files for the Substation SCADA System devices based on the system design and points lists. Devices include, but are not limited to, communication processors/RTUs, Ethernet Switches, meters (communication settings only), protective relays (communication settings only).

Expected Deliverables include: Configuration files on CD.

5.2.4 Material Specification Contractor shall prepare material lists containing an identifier, quantity, brief description and part number for each item. Provide catalog cut sheets of each item on the material lists and referenced with the same identifier.

Expected deliverables include: material lists and catalog cut sheets for communication processors/RTUs and any other equipment required for a complete SCADA system.

5.2.5 Procurement, Installation and Implementation Contractor shall procure, install, program and implement the design.

5.2.6 Commissioning Contractor shall prepare a site acceptance procedure and submit for approval. Using the accepted procedure, Contractor shall perform the tests to check for proper operation of the Substation SCADA System including all analog information and digital status for both the substation and wind farm. In addition the Contractor shall perform tests to check for proper integration of the SCADA system and demonstrate appropriate functionality between the Wind Turbine Supplier SCADA System, Substation SCADA, Owner, and the System/Area Operator. The Contractor is only required, under the SCADA scope, to demonstrate that the data points are supplied to the correct memory/port locations for information being transferred to/from other parties, such that their masters can read/write the data.

Commissioning and start up of the Wind Turbine Supplier SCADA system will be carried out by the Turbine Supplier.



Expected deliverables include: Site acceptance procedure, onsite personnel for SCADA system commissioning, completed acceptance test documentation demonstrating the appropriate collection and distribution of all the data points.

5.3 Fiber Optic Network Design

5.3.1 Design Requirements Contractor shall prepare fiber optic overview design drawings; specifically including all transitions from OPGW to underground cable and the connections to the substation (and O&M building if the option is selected).

5.3.2 Fiber Optic Network Drawings Contractor shall prepare fiber optic network drawings showing the fiber loop connections to the turbines and meteorological towers. This design shall be based on that supplied by the Turbine Supplier and shall be reviewed and approved by Turbine Supplier.

Prepare fiber optic network drawings as required for substation connections (and O&M Building connections if the option selected).

The fiber optic network design shall have sufficient capacity to support the installation of the Wind Turbine Supplier SCADA system. The Contractor shall submit for Owner’s review a complete set of project Fiber Optic Network Drawings.

5.3.3 Fiber Optic Splice and Distribution Panel Details Contractor shall prepare drawings detailing the splicing/connections required at all OPGW to underground transitions, the substation fiber optic distribution panel, and O&M building fiber optic distribution panel (if the O&M Building option selected). Expected deliverables include: Fiber Optic Splicing Drawings, Fiber Optic Distribution Panel Drawings.

5.4 Fiber Optic Installation

5.4.1 General Installation Contractor shall furnish and install fiber optic cable interconnecting the Turbines, meterological towers, and the substation and other locations as required. All cables shall be appropriately labeled with a permanently attached label.



The Contractor shall provide conduits as required for any fiber entry into the substation control building including that associated with the HVD lines (e.g. OPGW). Conduit shall have a pull string for pulling the cable. Fiber optic cables may be routed through substation control cable trenches with other control wiring (subject to Applicable Laws, codes, and regulations) provided that a high-visibility color inner duct is used for identification and protection of the fiber optic cables.

Contractor shall furnish and install fiber optic splice and distribution panels as required, including, overhead to underground transitions, the project substation, and the O&M Building (if O&M Building option selected). All distribution panels shall be neatly labeled with each fiber pair source and destination information. Fiber optic distribution panels in the Turbines shall be provided and installed by Contactor unless supplied and installed by the Turbine Supplier.

Contractor shall furnish and install above ground communications cable junction boxes as required.

5.4.2 Fiber Terminations Contractor shall terminate all fiber optic cable utilized in the collection system, substation, and other necessary locations. The cables shall be terminated with SC or ST connectors as required and shall be in compliance with the Turbine Supplier’s specifications. Connectors, break-out kits, and other miscellaneous materials required for terminating shall be provided by the Contractor. Each fiber pair shall be labeled with a permanently attached label.

Expected deliverables include: Terminated fiber optic cables, Test reports.

Fiber patch cables from the fiber distribution panels to end devices shall be provided by others.

5.5 Telephone and Telecommunications System

5.5.1 Communications Requirements The Contractor shall be responsible to determine specific equipment required by the Owner and the System Operator, specifically relating to SCADA, metering and telemetering due to the interconnection agreement as well as equipment required to complete the indicated control and protection requirements.

Communications facilities shall be provided between the:



A. Substation and the Owner systems for transfer trip relay and protection applications, SCADA, telemetering, metering and voice communications.

B. Substation and the System Operator for SCADA, telemetering, and voice communications

The Contractor shall provide arrange and manage the delivery of the necessary telephone lines/communication links for operation and maintenance of the facility, including those listed above. The Contractor shall provide high speed internet access line(s) for communication with the Wind Turbine Supplier SCADA system by the Owner and the Turbine Supplier which will be brought to the substation control building by others. The Contractor shall procure and install the necessary isolation equipment and backer boards not supplied by the telecom provider, provide the required isolation between the Project systems and the telecom provider’s systems if not provided by the telecom provider; conduits from the communication panel and/or room inside the substation control room and/or O&M building to a point outside the foot print of the yard/building which shall be provided with pull strings to be utilized by the connecting telecom utility.

The communications systems for the substation (and the O&M Building if the option is selected) shall be coordinated with Owner to ensure compatibility and cost effectiveness

5.5.2 SCADA Interface Contractor shall design, procure and install the equipment and programming necessary to allow the Substation SCADA System to be interfaced via a computer located at the substation control building desk.



Section 6 O&M Building

If elected by the Owner by written notice to the Contractor on or before June 1, 2011, Contractor shall perform all necessary Work to provide the O&M Building in accordance with the specification set forth in Appendix J to this Exhibit A. The addition to the Contract Price, if the Owner elects this option, is set forth in Exhibit F.

Lake Winds Energy Park |


Appendix A Owner Substation Standards



Appendix B Consumers Energy Electric Distribution

Engineering Drawing Standards



Appendix C Electrical Switchboards

Lake Winds Energy Park | C-1


Electrical Switchboards A. Provide switchboard panels of a modular steel construction for all control, protection,

monitoring and data acquisition equipment for the substation. In addition, when individual wind-turbine facilities are extensive, panels, rather than box-type enclosures, shall be utilized.

B. Switchboard shall be complete with equipment, relays, meters, instruments, wiring, and all accessories as specified. Construction shall comply fully with requirements for control switchboard set forth in ANSI C37.2I.

C. Provide equipment on 46kV line panel as follows:

1. Circuit Switcher control switch (device CSR), Electroswitch type CSR

2. Positions indications lights one red and one green (devices LR and LG)

3. Watt/Var/Volt meter (device WVV).

4. Three phase Voltmeter (device VM)

5. Three phase amp/amp demand meter (device AM)

6. Watt/VAR transducer

7. Volt transducer

8. Amp transducer

9. Current and voltage test block for metering. Multi-amp type MTS block

10. Local/remote selector switch for SCADA cutout (device 43R) with Amber lamp to indicate when SCADA is cutout

11. Circuit switcher maintenance switch (device 43M) shall cutout operation of Circuit Switcher from panel

D. Provide equipment on 46kV transformer relay panel as follows:

1. Transformer differential relay (device 87T)

2. Transformer overcurrent relays (device SIX, 51Y, 51Z, and SIN).

3. Lockout relay, manual reset for use with transformer differential relay, overcurrent relays, and sudden pressure relay (device 86T), Electroswitch LOR.

4. LOR alarm relay (device 86/74) to indicate: loss of DC to LOR, LOR has picked up, LOR coil has failed. The 86/74 shall light an Amber lamp on the panel.

E. Provide equipment on Annunciator panel (panel 4) as follows:

1. Station Annunciator -Manufacturer: Amatek Panalarm Model: Series 90AF2

2. Monitor the following indications

a. Ckt Swr out of position

b. Transformer lockout relay picked up

c. Reclosers open

d. House high temperature alarm

e. House low temperature

f. Battery DC voltage hi/lo alarm



g. Low station power alarm

h. Battery charger loss of AC

i. Transformer High Oil Temperature

3. The annunciator shall light a 100W over the door on the exterior of the control house to indicate any uncleared alarms

4. The annunciator shall have 28 modules. Each alarm shall be in its own module

F. Device environmental specs – (Later)

G. Surge withstand - (Later)

H. Wiring

1. Wire: Stranded, tinned copper

2. Installation: Flame-resisting switchboard type

3. Accessories: Provide terminals, auxiliary devices, wiring troughs, and miscellaneous materials as required

4. Terminate wiring to facilitate connection of control, potential and power supplies to high-side circuit breaker, transformer, and protective relaying.

5. Circuit Protection - Provide fuses and fuse blocks for, but not limited to:

a. Secondary leads of potential transformers

6. Circuit protection shall be such that each panel is provided with a separate means of protection and the capability of disconnecting the protection and circuit feed without removing power from adjoining panels.

I. Box heat/moisture protection – Adequate protection shall be provided if the switchboard panels will not be housed in a heated or protected environment

J. Nameplates – color coding

K. Drawings

1. Front view drawings showing location of all front-mounted equipment.

2. Elementary diagrams including 3-line diagrams of all potential and current secondary circuits showing device termination numbers, internal connections and circuit numbers.

3. Symbols shall conform to ANSI Y32.2/IEEE 315/CSA 299

4. Schematic control and protection diagrams.

5. Complete wiring diagrams showing connections of all components devices and equipment. Wiring diagrams shall include all incoming/outgoing cable terminations.

6. Material List of all items in the panels

7. Circuit List of all circuits in the substation and individual wind-turbine facilities

8. Name Plate List of all nameplates used on panels, boxes, etc.

L. Testing

1. When received, all relays, instruments, and other components shall be checked for external, internal, or concealed shipping damage. If damages have occurred, notify Owner.

2. Perform continuity checks of all circuits.



3. Check all wining for loose connections.

4. Grounding of instrument transformer cases tests.

5. Control wiring insulation tests.

6. Instrument transformer polarity tests.

7. Dielectric tests: In accordance with latest revision of ANSI C37.90 shall be performed on all electrical components and wiring except any equipment specifically stated as an exception to these test by its manufacturer.

8. Functional tests on all relays, instruments, meters and control devices by application of secondary 3-phase voltage to voltage circuits and injection of current in current transformer secondary circuits. This shall include testing for proper operation and direction of relays.

M. Construction & Assembly

1. Type: Vertical, stationary equipment panels

2. Nominal dimensions: 98"" high; 24" wide; 20" deep

3. Construction: Nominal 1/8" aluminum plate for equipment mounting. Aluminum plate to be supported on a framework that allows replacement of equipment and mounting plates with a blank plate that is flush with other mounting plates. Panel shall be "rigid and square. Provide stiffening members as required

4. Framework and plate to conform to Consumers Energy standard “MK” structural standards – to be provided later

5. Color of finish: ANSI No. 70, light gray

6. Mount accessories not designed for front mounting in the panel wings. Do not obstruct access to devices mounted on front panel

7. Make provisions for supporting incoming cables from field. Provide vertical wire way near core of panel for routing panel wiring. All cables leaving the panel shall be terminated on “States” type sliding link terminal blocks (except CT circuits - use shorting-type blocks)

8. Equipment terminals shall be readily accessible from rear of panels, without removal of equipment or fixed auxiliary panels

9. Provide for top entrance of control cables from field. Provide adequate space for entrance of cables and means for support of cable with cable ties

10. Terminal Blocks:

a. Terminal blocks for connection of cables shall be readily accessible.

b. Sliding links on vertical mounted blocks shall slide open toward the center of the panel and horizontal mounted blocks shall tend to fall open

c. See Section (later) for appropriate block types.

N. Panels shall be bolted to floor of control house

O. Instrument and Control Switches

1. Type

a. Control: Rotary, enclosed, rear mounted

b. Supervisory and instrument: Toggle, enclosed, rear mounted. Toggle switches shall be no larger than 4PDT. If more than 4 contacts are required use a Rotary switch with a knurled handle.



2. Distinguish switch functions by distinctive shapes of handle as follows:

a. Circuit Switcher Control: Pistol Grip

b. Other functions: Knurled

3. Provide each switch with a name plate indicating its purpose and function of each position

4. Manufacturer:

a. Control Switch: Electroswitch Type CSR

b. Rotary switches: Electroswitch Type 24

c. Toggle switches: Micro Switch Type TLl-3D

P. Indicating Lights

1. Type: Round, 125 volt dc; General Electric Type ET-16 or equal

2. Provide color lens cap as required

Q. Instruments

1. Type: Switchboard, transformer-rated, 1% accuracy class, DIGITAL, rectangular, semiflush mounted

2. Proposed Manufacturers – (later)

3. Terminals: Rear connecting

4. WVM: Watt-Var-Volt meter shall provide continuous indication of total Watts, total Vars and average voltage. It shall include 0-1 ma output for Watts, Vars and Volts suitable for input to the RTU

5. VM: Volt meter shall provide continuous indication of all three phases of line to neutral voltage

6. AM: Amp/Amp demand meter shall provide continuous indication of all three phase currents with a push button to bring up amp demand indication and the ability to clear the demand reading. It shall include 0-1 ma output for each phase of amps

R. Test Switches

1. Meter tests switches (mount on front of panel):

a. Knife blade test switch: 10-pole with potential and current elements as required, cover, Multiamp MTS

b. Identify each potential and 1 of each pair of current switches with phase designation "X", "Y", or "Z"

2. Lockout test switches (mount on rear of panel): 10 single-pole potential elements, cover, wired in series with coils and normally open contacts of lockout relays, Multiamp MTS

S. Alarms

1. Provide alarm contact wired to terminals, for following functions:

a. Loss of dc voltage at lockout relay circuit

b. Circuit breaker "Local-Supervisory" switch in "Local" position

c. Each lockout relay operation

d. Transformer alarms



e. Battery under/over voltage

f. Station power undervoltage

T. Grounding

1. Provide ground bus, grounding facilities, and connections in accordance with ANSI C37.20

2. Provide ground bus full-length in each panel; minimum 1/4" xl" copper bar with terminal plugs at each end of switchboard for No.2 AWG to 1/0 AWG copper ground cable

3. Provide washer-head connecting screws for connection of ground wires from switchboard and control circuits. Provide interpanel bus connections for continuous ground bus along adjacent panels

4. Equipment cases shall be grounded to panel by use of external star backwashers on at least one mounting stud

U. Finish

1. Primer coat: Rust-resisting primer

2. Finish coat: ANSI Z55.1 No. 70 sky gray, weather-resisting enamel

3. Undersurface of switchgear and aisle shall be protected from corrosion with suitable protective coating

4. Provide one quart (each color) of matching touch-up paint in aerosol spray cans

V. Nameplates

1. Material: Black, red or yellow (as needed) plastic engraving stock, 1/16” thick with white or black (as needed) core

2. Styles shall be in accordance with Consumers Energy standards – Brown Book Section 14

3. Locations:

a. Front and rear each unit

b. Each control switch

c. Each relay

d. Each set of low voltage fuses

e. Each ac circuit protective device

f. Each test switch

g. Each meter package

4. Tripping devices: any device that trips another device shall have a name plate with white letters on a red background identifying what it trips

5. Cutoff Switches: Relay test switches shall have a nameplate with black letter on a yellow background identifying what it cuts off

W. Accessories

1. Test plug for each style of relay case and test switch

2. Test plug for each style of current and potential test switch

3. Software for all microprocessor-based relays and meters.



Appendix D Metering Requirements

Lake Winds Energy Park | D-1


III. Billing Quality Metering A. Revenue, billing quality metering shall be provided at the substation and wind-turbine

sites

B. In the substation, the metering shall be installed in a meter socket, on a meter board installed on the control house wall. Consumers Energy may provide standard meter board design.

C. At each wind-turbine location, the metering shall be installed in a meter socket, on a meter board or panel or electrical box in a suitable indoor location near the communications equipment.

D. At each wind-turbine location, Consumers Energy may entertain the possible use of a non-traditional (non-round) panel or surface mount meter. For such, no socket will be utilized.

E. The metering will meter both real and reactive power flow.

F. The metering at each location shall be bidirectional, such that both generation and usage (when not generating, or generating minimally) can be captured.

G. Although all installation and design shall be provided, Consumers Energy shall provide the actual meters.

H. The contractor shall give Consumers Energy adequate time to acquire the meters and provide sufficient range/scaling information to facilitate such.

I. Consumers Energy shall coordinate delivery of the meters with the construction contractor.

J. A mounting surface for the meters, recorders, connection cabinets, a housing for the instrument transformers, a conduit for the conductors between the instrument transformer secondary windings and the meter connection cabinets, and a conduit for the communication links, if required shall be provided. All of this equipment must meet Consumers Energy’s specifications and requirements.

K. PTs and CTs

1. Consumers Energy will provide a set of metering PT's, CT's and meter socket for installation by the contractor.

2. The contractor is responsible for arranging for PT's, CT's and meter socket with Consumers Energy.

3. The contractor shall install PT's, CT's, meter socket, wiring and test facilities associated with Billing Metering.

4. Provide States Type NT sliding link terminal blocks at metering panel for potential circuits.

5. Provide a meter test switch for test meter.

6. Provide one dial-up phone circuit to the Consumers Energy meter.

L. Transducers

M. WATT/VAR

1. Provide one 3 Element 3 Phase WATT/VAR Transducer wired in the Metering PT &CT circuits having separate ±0 - 1 ma outputs for WATTS and VARS.

2. Manufacturer: Transdata. Model 30EWRS525E

Lake Winds Energy Park | D-2


N. Volt

1. Provide one single phase volt transducer wired in the metering PT circuits having a 0 -1 ma output.

2. Manufacturer: Transdata. Model 10PS501

O. Wire transducer outputs to the station RTU.



Appendix E Relay Requirements

Lake Winds Energy Park | E-1

Rev. C. November 4, 2010

V. Protective Relays A. Provide relays as required to perform functions specified

B. Protective relays shall be as specified for each switchboard panel.

C. Lockout relays: (Device 86) Electroswitch Type LOR

D. Provide auxiliary relays and accessories required

E. All relays must be equipped with targets or other visible indicators to indicate that the relay has operated.

F. Regardless of the source or type (AC or DC), if there is a loss of this power for control voltage, the systems must be designed to disconnect the generation from the Utility electric system.

G. The relay and/or control system must be designed such that the wind farm is prevented from energizing the Utility electric system if it is in a de-energized state.

H. Approved Relay Types

1. The relays listed below are generally acceptable for applications that satisfy Consumers Energy’s Interconnection Requirements. Use of unlisted relays is by exception only and not before requesting and receiving prior written approval of Consumers Energy.

2. Many listed relays are not equipped with required test facilities. Such test facilities must be added before the installation may be approved. All testing is limited to a nominal maximum of 120 volts and 5 amperes. Relay devices must be selected which do not exceed these values.

3. Where different models or styles of the listed relays are available, acceptability of the relay is dependent on the proper model or style being selected for the particular application. Relays requiring the use of a separate time delay relay are noted with an asterisk (*).

4. Utility Grade

a. Neutral Overvoltage Ground Protection Relay (59N)

Westinghouse SV*

Brown Boveri ITE-59G

ASEA Electric RXEG21*

Basler BE1-59N*, BE1-59*

b. Under & Over Frequency Relays (81 U/O)

General Electric SFF

Westinghouse MDF, KD*

Brown Boveri ITE-81

ASEA Electric RXFE-4*

Basler BE1-81 O/U

c. Under & Overvolage Protection (27 and 59)

General Electric SLV

Westinghouse SSVT*



Brown Boveri ITE-47D (27 only)

ITE-59N (59 only)

ITE-27/59

Basler BE 1-27 (27 only)

BE1-59 (59 only)

BE1-27/59

d. Phase Fault Protection (51V)

General Electric IJCV (discontinued relay type)

IFCV, IFCS

Westinghouse COV

Brown Boveri ITE-47H with ITE-51I (both relays required)

ASEA Electric RXPE-42 with RXIDF-2H (both relays required)

Basler BE1-51/27R

BE1-51/27C

e. Reverse Power (32)

Westinghouse CRN-1

Basler BE1-32

Brown Boveri ITE-32

ASEA Electric RXPE-41/40

General Electric GGP53

f. Multifunction (see note below)

Beckwith Electric PRIDE Model M-0296 (27, 59, 810, 81U)

PRIDE Model M-0420 (27, 59, 810, 81U)

Model 3410A Intertie/Generator Protection Relay

Model 3425 Generator Protection System

Model 3520 Intertie Protection System

Schweitzer Eng (SEL) SEL-351, SEL-311A, SEL-311B, SEL-311C, SEL-300G

Basler BE1-951, BE1-GPS100, BE1-IPS100

General Electric SR489 Generator Management Relay

SR750/760 Feeder Management Relay

DGP Digital Generator Protection Relay

g. Timing Relays

Agastat SSC Series, SCC Series

Westinghouse TD

General Electric SAM

Brown Boveri ITE-62K, ITE-62L



ASEA Electric RXKF

h. Neutral Overcurrent relays (51N)

General Electric IAC53, IFC53

Westinghouse CO8

Basler BE1-51

Brown Boveri ITE-51

ASEA Electric RXIDF2H

i. Direct Transfer Trip

5. A system has been developed which utilizes the RFL Industries 6745 transfer trip equipment. Consumers Energy will supply technical details, utility costs, and specifications when responding to proposed interconnection Projects.

a. Out of Step Tripping

6. At this time, only the Schweitzer SEL-311C relay is approved for out-of-step tripping of the generator(s). In order to apply the out-of-step tripping relay, extensive power system stability studies must be performed.

7. The above multifunction relays are very versatile, but also very complex products. In order to avoid unnecessary delays in completion of projects using these devices, coordination with Consumers Energy is strongly encouraged.

8. Since many of these relays have programmable inputs and outputs, the contractor is asked to specify which programmable inputs and outputs are to be used and for what purpose in satisfying Consumers Energy requirements. For example, the specific trip output to be used for a purpose should be detailed, as should any programmable input that may be used for monitoring the contact status of a circuit breaker.

9. If the device is intended to satisfy both Consumers Energy requirements and to provide other generator protection and/or control functions, the contractor should specify precisely which protective functions within the multifunction relay are intended to satisfy each.

I. Instrument Transformer Requirements

1. All relaying must be connected into instrument transformers.

2. All current connections shall be connected into current transformers (CTs). All CTs shall be rated to provide no more than 5 amperes secondary current for all normal load conditions, and must be designed for relaying use, with an “accuracy class” of at least C50. Current transformers with an accuracy class designation such as T50 are NOT acceptable. For three-phase systems, all three phases must be equipped with CTs.

3. All potential connections must be connected into voltage transformers (VTs). For single-phase connections, the VTs shall be provided such that the secondary voltage does not exceed 120 volts for normal operations. For three-phase connections, the VTs shall be provided such that the line-to-line voltage does not exceed 120 volts for normal operation, and both the primary and secondary of the VTs shall be connected for grounded-wye connections.

J. Direct Transfer Trip (DTT)

1. Direct Transfer Trip is generally not required for Induction or Inverter-Type Projects. Direct Transfer Trip is generally not required for Synchronous Projects



that will operate in the Non-Flow-back Mode since a more economic reverse power relay scheme can usually meet the requirements. For Synchronous Flowback Projects, the need for DTT is determined based on the location of the PCC. The Utility requires DTT when the total generation within a protective zone is greater than 33% of the minimum Utility load that could be isolated along with the generation. This prevents sustained isolated operation of the generation for conditions where Project protective relaying may not otherwise operate.

2. Direct transfer trip adds to the cost and complexity of an interconnection. A DTT transmitter is required for each Utility protective device whose operation could result in sustained isolated operation of the Project. An associated DTT receiver at the Project is required for each DTT transmitter. A phone Data Circuit is required between each transmitter and receiver. Telemetry is required to monitor status of the DTT communication, even if telemetry would not otherwise have been required.

3. At the Project Developer’s expense, the Utility will provide the receiver(s) that the Project Developer must install, and the Utility will install the transmitter(s) at the appropriate Utility protective devices.

K. Automatic Reclosing

1. The Utility employs automatic multiple-shot reclosing on most of the Utility’s circuit breakers and circuit reclosers to increase the reliability of service to its customers. Automatic single-phase overhead reclosers are regularly installed on distribution circuits to isolate faulted segments of these circuits.

2. The Project Developer is advised to consider the effects of Automatic Reclosing (both single-phase and three-phase) to assure that the Project’s internal equipment will not be damaged. In addition to the risk of damage to the Project, an out-of-phase reclosing operation may also present a hazard to the Utility’s electric system equipment since this equipment may not be rated or built to withstand this type of reclosing.

3. To prevent out-of-phase reclosing, circuit breakers can be modified with voltage check relays. These relays block reclosing until the parallel generation is separated and the line is "de-energized." Hydraulic single-phase overhead reclosers cannot be modified with voltage check relays; therefore, these devices will have to be either replaced with three-phase overhead reclosers, which can be voltage controlled, or relocated beyond the Project location - depending upon the sectionalizing and protection requirements of the distribution circuit.

L. Single-Phase Sectionalizing

1. The Utility also installs single-phase fuses and/or reclosers on its distribution circuits to increase the reliability of service to its customers. Three-phase generator installations may require replacement of fuses and/or single-phase reclosers with three-phase circuit breakers or circuit reclosers at the Project Developer’s expense.

M. Relay Setting Criteria - The relay settings as detailed in this section will apply in the vast majority of applications. The Utility will issue relay settings for each individual Project Developer that will address the settings for these protective functions. All voltages will be adjusted for the specific VT ratio, and all currents will be adjusted for the specific CT ratio.

1. Undervoltage Relays - The undervoltage relays will normally be set to trip at 88% of the nominal primary voltage at the relay location, and must reset from a trip condition if the voltage increases to 90% of the nominal primary voltage at the relay location. In order to accommodate variations in this criteria, the trip point of



the relays shall be adjustable over a range of 70% of the nominal voltage to 90% of the nominal voltage. The trip time shall not exceed 1.0 seconds at 90% of the relay setting.

2. Overvoltage Relays - Two steps of overvoltage relaying are required.

3. For the first overvoltage set point, the overvoltage relays will normally be set to trip at 107% of the nominal primary voltage at the relay location, and must reset from a trip condition if the voltage decreases to 105% of the nominal primary voltage at the relay location. In order to accommodate variations in this criteria, the trip point of the relays shall be adjustable over a range of 105% of the nominal voltage to 120% of the nominal voltage. The trip time shall not exceed 1.0 seconds at 110% of the relay setting.

4. For the second overvoltage set point, the overvoltage relays will normally be set to trip at 120% of the nominal primary voltage at the relay location, and must reset from a trip condition if the voltage decreases to 118% of the nominal primary voltage at the relay location. In order to accommodate variations in this criteria, the trip point of the relays shall be adjustable over a range of 115% of the nominal voltage to 140% of the nominal voltage. The trip time shall be instantaneous (relay operating time not to exceed 0.02 seconds at 110% of the trip setting).

5. Underfrequency Relays - The Underfrequency relay will normally be set for a trip point of 58.5 Hz, and must trip within 0.2 seconds. Relays with an inverse time characteristic (where the trip time changes with respect to the applied frequency) are not acceptable. These relays must respond reliably for applied source voltages as low as 70% of the nominal voltage.

6. Overfrequency Relays - The overfrequency relay will normally be set for a trip point of 60.5 Hz, and must trip within 0.2 seconds. Relays with an inverse time characteristic are not acceptable. These relays must respond reliably for applied source voltages as low as 70% of the nominal voltage.

7. 51V Relays – Voltage Controlled Overcurrent Relays - For synchronous Project applications, the (51V) relays must be set to detect any phase faults that may occur between the Project and the nearest three-phase fault clearing device on the Utility system. Since these faults may take up to 1-second to detect and isolate, the appropriate saturated direct-axis reactance of the Project will be used depending on its time constants. The settings of this device will consider the relay manufacturer’s recommended practice for the type of Project and prime mover (mechanical energy source), and will be determined by the Utility for the specific system application.

8. 59N Relay – Ground Fault Detection - This relay will be applied to detect ground faults on the Utility system when the Project is connected to a grounded Utility system via an ungrounded transformer winding. This relay will be set for a 10% shift in the apparent power system neutral. For an ungrounded-wye transformer winding with a single 120 V secondary VT, the setting will usually be 12 Volts. For a delta transformer winding with broken delta 120 V secondary VTs, the setting will usually be 20 Volts. The time delay will normally be 1 second.

9. 51N Relay – Ground Fault Detection - This relay will be applied to detect ground faults on the Utility system when the Project is connected to a grounded Utility system via a grounded-wye transformer winding, and will be connected into a CT in the transformer neutral connection. This relay will be set to detect faults on the directly connected Utility system, and the timing will be set to comply with Utility practice for overcurrent relay coordination. The CT ratio and specific relay setting will be determined via a fault study performed by the Utility.



10. 32 Relay – Reverse Power - The reverse power relay must be selected such that it can detect a power flow into the Utility system of a small fraction of the overall Project capacity. The relay will normally be set near its minimum (most sensitive) setting, and will trip after a 1 second time delay. The delay will avoid unnecessary tripping for momentary conditions.



Appendix F Underground Collection Cable Specification

Lake Winds Energy Park


Appendix G Construction Aids



Appendix H Card Access System



Appendix I Electrical Loss Information



Appendix J O&M Building Specification



Appendix K MCRC Specifications


Exhibit A-1

Division of Responsibility Matrix

Page 1 of 4 FINAL

Task Description Owner ContractorTurbine Supplier Comments

GeneralOwner Supplied Permits x x Contractor to supply detailed design

information/support as necessary.Contractor Supplied Permits xEasement Rights xALTA Surveys xCrop loss payments x As further described in Exhibit A-4.Registered professional engineer certification of the Work xElectrical studies and other studies xGeotechnical Study xPublic road bonding xAs-built documentation and Job Books x

Civil WorksCivil design xSurveying xCivil infrastructure within Project Boundaries xTemporary construction facilities x x Turbine supplier to supply his own construction

trailer.Turbine delivery to Job Site xPublic road and appurtenance upgrades, maintenance, improvements, restoration outside Project Site Boundaries

x

Pre-Construction and Post-Construction Road Inspections and Reports including Pre- and Post-construction videos.

x

Temporary public road intersection improvements (widening) within Project Site Boundaries

x

Public road and appurtenance reinforcement and upgrades to facilitate turbine delivery and the Work within Project Site Boundaries

x

Public road and appurtenance maintenance within Project Site Boundaries during the Work

x

Public road and appurtenance restoration within Project Site Boundaries following completion of the Work

x

Laydown area xStaging areas xAccess Roads xCrane Pads xCrane Pad removal xCrane Paths xTurbine Assembly Area xQuality Assurance / Quality Control xTesting xOperations and Maintenance Building design, engineering, procurement, construction

x Retained Contract Option

Restoration x

Wind Turbine FoundationsProvide tower foundation design basis and template ring drawing

x

Foundation design xMaterials procurement xProvide tower foundation templates xSupply and install Tower anchor bolts, nuts, washers and shims

x

Supply earthing kit xFoundation installation xInstall turbine grounding grid and provide strap and hardware in tower base

x

Leveling of tower foundation xQuality Assurance / Quality Control xTesting x

EXHIBIT A-1DIVISION OF RESPONSIBILITY MATRIX

Page 2 of 4 FINAL


General


Turbine DeliveriesProvide access to laydown areas, staging areas, and Job Sites in accordance with Exhibit B-1

x

Deliver Turbines and components, in accordance with the intervals set forth in Unloading and Loading Time Periods (Exhibit B-1)

x

Deliver Special Offloading and Installation Tools identified in Lifting and Rigging Tools (Exhibit B-1)

x Supplier responsible. Contractor provide assistance.

Unload, inspect, and accept Turbines and components in accordance with Unloading and Loading Time Periods (Exhibit B-1)

x

Cleaning of turbines upon arrival xPack Delivery Devices and make available for pick-up xLoad Delivery Devices on transport equipment xPack Special Offloading and Installation Tools xMake Special Offloading and Installation Tools available for pickup by Turbine Supplier

x

Turbine InstallationPerform Installations in accordance with Installation Manual for nacelle, hub, blades and Towers

x

Provide Technical Field Assistance to advise on Installation Manual

x

Erection of Tower base section xPlacing and running down anchor bolt nuts xFinal level adjustment of Tower base section and grouting xTensioning of all anchor bolts xErection of lower, lower-mid, upper-mid and top Tower sections x

Erection of nacelle, hub, and blades xSupply anchor bolt protective caps xPost-tension and verify anchor bolt tension after approximately ninety (90) Days

x

Grease anchor bolts and install anchor bolt protective caps and/or painting of anchor bolts

x

Termination of Tower ground to ground grid strap xTermination of ground cables to Tower ground lugs xProvide Service Lift xInstall Service Lifts per Service Lift Installation Instructions (Exhibit B-1)

x

Install card access system on Turbines xInstall camera capability for Turbines xPerform Mechanical Completion activities per Installation Manual (Exhibit B-1)

x

Clean Turbines in preparation for Mechanical Completion walkdown

x

Touch up painting of Turbines x Turbine supplier to provide coating material.Supply FAA lighting and brackets for Turbines xInstall FAA lighting brackets on designated nacelles xInstall FAA lighting on designated nacelles xSupply and install FAA lighting and mounting brackets for met towers

x

Connect FAA lighting to SCADA system (including outage warning system)

x

Unloading/Loading xTurbine Mechanical Completion xCommissioning x Supplier responsible. Contractor provide

assistance.Performance Testing x

Page 3 of 4 FINAL


General


Collection SystemDesign xProcurement xInstallation xTermination of collection system to substation xSupply MV cable from Turbine transformer to Switchgear xSupply termination materials for Turbine generator side of Switchgear

x

Install Switchgear in Tower base xTerminate MV cables from Turbine generator to Switchgear xSupply MV cable on collection system side of Switchgear xSupply termination materials for collection system side of Switchgear

x

Terminate MV cable from collection system to Switchgear xProvide Switchgear grounding and connection type xProvide coordination study and settings xCalculate protection setting, test and commission Switchgear x

Provide arc flash technical documentation for Turbines xConduct arc flash hazard analysis prior to Turbine Mechanical Completion of first Turbine

x

Provide personal protective equipment plan for Arc Flash hazard in Turbine

x

Labeling from Switchgear in for Arc Flash xLabeling from Switchgear out for Arc Flash xProvide personal protective equipment plan for Arch Flash hazard out of Turbine

x

Quality Assurance / Quality Control xTesting xEnergization xCommissioning x

SubstationDesign xProcurement [Main Transformer(s)] xMain Transformer Dress Out and Testing xUnloading Main Transformer(s) xProcurement [balance of mat'ls and equipment] xInstallation xConnection of HVD Line at Dead End Structure xMetering x x Owner to supply CTs, PTs, Meter Socket.

Contractor to install.HVD Line Relaying x x Owner to specify line relaying. Contractor to

design and install line relaying at substation.Substation SCADA System xTesting xCommissioning xConduct arc flash hazard analysis xProvide personal protective equipment plan xEquipment labeling xQuality Assurance / Quality Control xTesting xEnergization xCommissioning x

HVD Line and Amber Substation ModificationsDesign xProcurement xInstallation xAmber Substation Interconnection xTesting xEnergization xCommissioning x

Page 4 of 4 FINAL


General


Wind Turbine Supplier SCADA SystemInstall and maintain T1 data grade line (or equivalent) in accordance with the Project Schedule to Turbine Supplier project trailer

x

Install and maintain T1 data grade line (or equivalent) in accordance with the Project Schedule terminated to the Turbine Supplier SCADA server.

x

Provide Turbine Supplier with a static public internet protocol (IP) address accessible through any internet connection

x

Design fiber optic network for Wind Turbine SCADA System upon receipt of Electrical One-Line Diagram

x

Supply fiber optic cable in accordance with Fiber Cable Handling Instructions (Exhibit B-1; Section M.3) and Fiber Optic Layout (Exhibit B-1; Section M.4)

x

Install fiber optic network cable in conjunction with collection system and junction boxes

x

Supply termination material for fiber optic cable terminations to Turbine Supplier SCADA System server and Turbines

x

Install fiber optic cable at tower base providing appropriate amount for terminations

x

Terminate fiber optic cable to appropriate control panel inside Turbine base

x

Provide power supply and communication links for Turbine Supplier SCADA System server

x

Supply and install fiber cable to Turbine Supplier SCADA System server location

x

Install Turbine Supplier SCADA System server xTerminate fiber cable to SCADA System server xCommission and test Turbine Supplier SCADA System x

Meterological Towers and Performance Curve Verification

Design, supply and install permanent meteorological towers (hub height), including the booms

x 2 in base contract. Retained option for additional towers.

Design, supply, install and remove temporary meteorological towers (hub height)

x

Design, procure materials, and install foundations xSupply fiber optic cable to permanent met towers xTerminate fiber cable to permanent meteorological towers xProvide, install and terminate power system xProvide, install and remove conduit between meteorological towers as needed

x

Provide and Install instrumentation and loggers for permanent meteorological towers

x

Supply instrumentation, booms and loggers for Performance Curve Verification

x

Install and remove instrumentation, booms and loggers for Performance Curve Verification

x

Supply instrumentation, booms and loggers for site calibration x

Install and remove instrumentation, booms and loggers for site calibration

x

Perform site calibration prior to erection of first Tower xVerify Power Curve through Power Curve Percentage Test xSound Emissions Test x


Exhibit A-2

Project Site Layout

MCKEEFRY J

JULY 2010

00-08405.01

84050187.mxd

EXHIBIT A-2 PROJECT SITE LAYOUT

LAKE WINDS ENERGY PARKMASON COUNTY, MICHIGAN

BULLOCH J

BULLOCH J AS NOTED

D:\PRE_TESS_PROJECTS\08405\01\MXD\84050187.mxd 7/22/2010 09:15:24

3754 Ranchero DriveAnn Arbor, MI 48108

DRAWN BY:

CHECKED BY:

APPROVED BY:

DATE:

SCALE:

DATE PRINTED:

PROJ. NO.

FILE NO.

SHEET TITLE:

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011-020-004-00011-020-006-00

011-020-001-00

011-020-002-00

011-023-014-00

011-023-014-80

011-023-010-00

011-023-011-00

011-029-021-00

011-029-006-00

011-033-003-00

011-033-016-30

011-650-009-00

011-650-007-00011-650-005-00

011-650-003-00

011-023-016-70

011-023-016-60

011-023-016-60011-023-016-40

011-023-017-00011-023-017-00

011-023-016-30

011-023-016-20

011-650-000-00

011-650-000-00

011-023-015-00

011-023-007-00

011-023-006-00

011-023-003-00 011-023-002-00

011-023-002-40

011-023-002-50

011-023-004-10

011-023-004-20

011-023-004-00

011-023-001-00

011-023-008-00

011-025-006-11

011-034-008-00011-034-006-00

011-034-009-10

011-034-010-10

011-025-010-01

011-025-014-00

011-025-004-80

011-025-004-00

011-025-008-50

011-026-001-00

011-025-009-00011-025-008-00

011-023-018-00

011-650-000-01

011-008-011-00

011-008-010-50

011-008-010-00

011-008-009-00

011-008-009-80011-008-006-00

011-011-013-00011-011-012-00

011-011-006-00

011-011-005-00

011-011-017-50

011-011-004-01011-011-002-00

011-011-003-00011-011-007-00

011-011-011-00

011-011-009-00

011-012-001-00011-012-009-00

011-012-004-00

011-012-004-00

011-012-006-00011-008-006-05 011-008-007-00

011-008-001-00

011-008-002-50

011-008-002-40

011-008-002-30

011-008-012-00

011-008-012-60

011-008-012-50

011-008-018-00011-008-018-55

011-008-016-00

011-008-017-00

011-008-003-00

011-008-006-10

011-008-013-00

011-008-011-50

011-008-011-60

011-001-001-50

011-001-001-00

011-001-020-00

011-001-004-00

011-001-012-00

011-016-007-00

011-016-008-10

011-016-016-00011-016-017-00

011-016-020-00

011-016-019-00

011-016-022-55

011-016-022-50

011-016-018-00

011-016-021-00

011-001-022-00

011-001-016-00

011-001-018-00

011-001-011-00

011-001-011-10

011-001-011-10

011-001-015-00

011-001-014-00

011-001-002-00

011-001-002-10011-001-008-00

011-001-007-00

011-009-013-00

011-009-015-65

011-009-024-00

011-009-015-00

011-009-013-10

011-009-015-60

011-009-011-00

011-009-018-00

011-009-016-10

011-009-009-00011-009-008-00

011-009-005-00 011-009-001-00011-009-002-00

011-009-004-00011-009-014-00

011-009-003-10

011-009-021-10

011-009-016-01 011-009-021-00

011-009-003-00

011-002-008-10

011-002-009-00

011-002-008-20

011-002-007-00

011-002-003-00

011-002-003-10

011-002-001-00

011-002-010-50

011-002-007-50

011-002-012-70

011-002-013-00

011-002-014-00

011-014-001-01

011-014-002-00011-014-004-00

011-014-005-00

011-014-006-00

011-014-014-00

011-014-012-00

011-014-008-00

011-014-010-00

011-014-004-10

011-014-003-00

011-014-007-00

011-014-011-00

011-015-003-00

011-015-004-01

011-015-004-05

011-015-003-20

011-015-007-50

011-015-007-00

011-015-016-50

011-015-016-00

011-015-008-20

011-009-022-00

011-015-014-00

011-015-008-00011-015-011-00

011-015-012-00

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011-015-008-10

011-015-002-90

011-015-002-00

011-015-005-00011-015-005-50

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011-015-008-30

011-016-004-00

011-016-009-00

011-016-005-00011-016-008-00

011-017-001-00

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011-017-001-10

011-017-010-00

011-017-009-10011-017-012-10

011-017-008-00

011-017-006-00

011-017-005-50

011-017-024-00

011-017-026-00

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011-017-007-00

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011-017-012-00

011-017-011-00011-017-010-50

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011-017-002-50

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011-017-019-00011-017-020-00

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011-002-013-10011-002-012-00

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011-002-012-80

011-002-008-00

011-002-006-50011-002-010-00

011-002-013-15

011-002-018-00011-002-019-00

011-002-016-00

011-002-015-00

011-002-011-00

011-003-002-00

011-003-008-01

011-003-004-00

011-003-005-00011-003-011-00

011-003-017-90

011-003-017-00

011-003-019-90 011-003-019-00

011-003-018-00

011-003-016-00

011-003-016-90

011-003-015-00

011-003-014-00

011-003-013-00

011-003-012-00

011-003-020-00

011-003-006-00

011-003-001-50

011-003-001-00

011-003-008-10

011-003-009-10

011-003-009-00011-004-004-10011-004-004-00

011-004-002-00

011-004-007-50

011-004-007-00

011-004-008-10

011-004-008-20

011-004-008-01

011-004-008-90

011-004-008-80011-004-008-70

011-004-012-00

011-004-010-00

011-004-005-10

011-004-005-65

011-004-005-70011-004-005-00

011-004-006-10

011-004-006-00

011-004-017-90

011-004-017-00

011-004-022-00011-004-021-80011-004-018-90

011-004-021-00

011-004-020-00011-004-016-10

011-004-015-00

011-004-012-50

011-004-011-00

011-004-001-00

011-004-019-00

011-009-010-00

011-004-016-00

011-005-001-00

011-005-004-00

011-005-002-00

011-005-003-00

011-005-006-00

011-005-005-00

011-005-008-10

011-005-007-00

011-005-008-00

011-005-013-10011-005-013-01

011-005-017-00

011-005-015-00011-005-012-00

011-013-007-00

011-013-004-00

011-013-011-00

011-013-006-00

011-013-003-10

011-013-003-00

011-020-003-00011-020-011-90

011-020-011-00

011-020-014-10011-020-014-01

011-020-012-00

011-020-005-10

011-020-024-00

011-020-017-00

011-500-001-00011-025-012-00

011-025-011-00

011-025-010-50

011-005-010-00

011-005-011-00

011-005-005-10011-005-005-15

011-005-016-00

011-010-003-00011-010-003-90

011-010-004-61

011-010-004-10011-010-004-50

011-010-007-10011-010-008-50

011-010-012-50

011-010-010-00

011-010-013-15

011-010-014-00

011-010-019-00

011-010-016-10

011-010-026-00

011-010-014-50

011-010-017-00011-010-025-00

011-010-021-00

011-010-016-00

011-010-004-01011-010-006-00

011-002-013-20

011-010-008-00

011-010-008-10

011-010-007-00

011-010-001-00

011-010-018-00011-010-016-30

011-010-013-00 011-010-012-00

011-010-013-10

011-010-011-00

011-011-001-00

011-011-014-00

011-011-016-00

011-011-013-10

011-011-010-10

011-011-009-05

011-011-009-10

011-011-009-20

011-011-004-10

011-011-011-90

011-011-011-10

011-011-011-15011-012-004-40

011-012-004-50

011-012-018-10

011-012-017-00

011-012-017-50

011-012-017-95011-012-017-85

011-012-017-10

011-012-015-80

011-012-014-00

011-012-012-00

011-012-011-00

011-012-013-00

011-012-004-55

011-012-010-00

011-012-008-00

011-012-003-00

011-012-002-00

011-012-005-00

011-012-009-10

011-012-017-40

011-012-015-00

011-012-017-90

011-013-001-00011-013-001-15

011-013-001-10

011-013-005-10011-013-005-20

011-013-004-50

011-013-002-00

011-013-004-90

011-013-008-00011-013-009-10

011-013-009-00

011-013-013-00

011-013-013-50

011-013-012-00

011-013-010-00

011-013-005-00

011-025-007-00

011-026-001-50

011-026-015-00

011-026-015-50

011-026-006-00

011-027-002-00

011-027-014-00011-027-001-00

011-027-007-00011-027-011-00

011-026-003-11

011-026-007-00

011-028-005-00

011-028-001-00

011-028-006-80

011-028-007-00

011-028-003-15

011-028-003-30

011-028-003-20

011-028-016-00

011-028-003-70011-028-003-55

011-028-003-40

011-028-003-50

011-028-003-60

011-028-003-10

011-029-002-80011-029-002-90

011-029-003-00

011-029-001-90

011-029-001-70011-029-001-80011-029-007-00

011-029-008-00

011-029-006-00

011-029-001-00

011-029-013-70

011-029-016-00

011-029-015-00

011-029-013-00

011-029-011-10

011-029-011-00

011-029-010-00

011-029-020-00

011-029-018-00

011-024-018-00

011-001-019-00

011-003-003-00

011-008-014-00

011-009-025-00

011-009-015-10

011-014-013-00

011-014-001-50

011-027-004-00

011-005-014-00

011-021-010-00

011-029-014-00

011-035-005-90

011-022-016-00011-022-018-00

011-022-014-00

011-022-004-00011-022-005-00

011-022-022-00

011-022-020-10

011-022-020-00011-022-021-00

011-027-009-00

011-021-025-00

011-032-015-00

011-032-014-00

011-032-013-00

011-034-015-80

011-034-015-00

011-034-011-00

011-034-011-90

011-034-014-00

011-020-003-00

011-020-028-20

011-020-025-00 011-020-028-00

011-020-020-00

011-020-018-80

011-020-018-00

011-020-018-50

011-020-021-00

011-020-021-10

011-020-013-00

011-020-005-00

011-021-002-00

011-021-001-00

011-021-001-40

011-021-001-20011-021-004-00011-021-009-50

011-021-011-00

011-021-010-50

011-021-010-40

011-021-009-00

011-021-010-80

011-021-017-00

011-021-013-50

011-021-013-00

011-021-023-00011-021-006-10

011-021-020-00

011-021-022-10

011-021-022-00

011-021-018-50011-021-018-70

011-021-014-50

011-021-014-00

011-021-018-00

011-021-008-00

011-021-005-00

011-021-003-00

011-016-022-00

011-022-001-70011-022-001-80

011-022-001-90

011-022-001-60

011-022-001-10

011-022-002-00011-022-008-00

011-022-012-00

011-022-010-00011-022-011-00

011-022-017-00

011-022-013-00

011-021-006-00

011-022-002-50

011-023-016-10

011-021-001-50

011-024-002-00

011-024-001-00

011-024-004-00011-024-003-90

011-024-012-00

011-024-009-50

011-024-005-00

011-024-007-00

011-024-015-00

011-024-014-00

011-024-017-00 011-024-023-00

011-024-008-00

011-024-025-00011-024-022-00011-024-021-00

011-024-016-00

011-024-019-00

011-024-003-00011-024-006-00

011-024-011-00

011-024-009-00

011-025-001-00011-025-002-00

011-025-003-00

011-025-005-00011-025-006-00

011-025-006-15

011-025-006-50

011-025-006-20

011-025-006-02011-025-006-04

011-025-010-11011-025-010-40

011-025-010-45

011-500-026-00011-500-024-00

011-500-036-00

011-027-001-10

011-027-013-00

011-032-011-00

011-032-010-80

011-032-010-50011-032-010-50

011-032-010-94011-032-010-94

011-032-010-90 011-032-020-10

011-032-020-00

011-032-019-50

011-032-019-00

011-032-006-00

011-032-008-00

011-032-001-00

011-032-003-00

011-032-002-00011-032-001-90

011-032-005-00

011-032-004-00

011-033-002-00

011-033-007-00

011-033-008-00

011-033-010-00 011-033-007-50

011-033-015-00

011-033-002-80011-033-001-00

011-033-004-10

011-033-004-00

011-033-004-50011-033-004-70

011-033-005-00

011-033-027-00

011-033-028-00

011-033-030-00

011-033-025-00

011-033-032-00

011-033-018-00

011-033-020-90011-033-017-00

011-033-019-00

011-033-023-10

011-033-023-00011-033-022-00

011-033-021-00011-033-016-00

011-033-016-10

011-032-017-00011-033-020-00

011-034-010-00

011-034-016-00

011-034-013-00

011-034-017-50

011-034-017-10

011-034-002-90

011-034-009-01

011-034-002-00

011-034-001-00

011-034-017-00

011-035-009-00

011-035-010-00

011-035-012-90

011-035-011-00011-035-012-00

011-035-002-00

011-035-003-00

011-035-004-10

011-035-006-00

011-035-007-00

011-036-013-90

011-036-013-01

011-028-006-00

011-021-014-60

011-027-004-20 011-027-004-90

011-027-003-00

011-026-009-00

011-026-002-00

011-026-008-00

011-026-003-90

011-026-005-00

011-036-013-80

011-036-012-00

011-036-015-00011-036-017-00

011-036-001-00

011-036-001-50011-036-002-00011-036-006-00

011-036-009-00

011-020-026-00

011-032-007-00

011-032-009-00

011-032-001-10

011-035-001-00

011-035-004-00

011-036-004-00

011-036-003-00

011-036-008-00

011-036-019-10

011-036-025-00011-036-021-00011-036-026-00

011-036-019-50

011-036-011-00

011-036-027-00

011-033-014-00

011-033-012-00011-033-013-00

011-029-019-00

011-029-017-00

011-029-002-00

011-029-026-00

011-029-021-50

011-022-023-00

011-028-002-00011-028-006-10

011-028-008-00

011-028-003-00

011-026-003-00

011-026-004-00

011-020-007-00011-020-001-95

011-020-019-00011-021-007-00

011-022-006-00

011-015-004-10

011-002-017-00

011-002-015-90

011-004-018-00

011-008-015-00

011-008-018-50

011-010-016-90

011-012-001-10

011-023-005-10

011-023-012-00

011-026-003-80

011-014-004-20

011-029-005-00

011-020-024-80

011-009-016-05

Cab

ana

Rd

Stel

la S

t

Lone Pine Rd

Har

bor D

r

North Ave

Eden Lake Rd

Beau

ne R

d

N U

S 31

Bradshaw Rd

Hesslund Rd

Schw

ass

Rd

Major Rd

Hog

enso

n R

d

Unknow

n

Wilson Rd

Lakeshore Dr

S US

31

120t

h A

ve

Mey

ers

Rd

112t

h A

ve

Gerber R

d

Birch Ln

Blundell Rd

Frontage Rd

Meisenheimer Rd

Hawley Rd

Lattin Rd

Inman Rd

Hau

l Rd

Gor

don

Rd

Scot

tvill

e R

d

Bass

Lak

e Bl

vd

80th

Ave

Olmstead Rd

Kistler Rd

104t

h A

ve

Chauvez Rd

Mack Rd

Ord

way

Rd

Dar

r Rd

Washington Rd

App

leto

n R

d

Bru

nson

Rd

Montgom

ery Blvd

Kinney Rd

LaSa

lle R

dDuna Vista Dr

Marrison Rd

Anthony Rd

66th

Ave

Runyan R

d

Sunset Ln

Lorne Dr

Pere

Mar

quet

te H

wy

Schlick Rd

96th

Ave

Beard Rd

88th

Ave

Parkside Circle Rd

Anderson Rd

Lenz Rd

72nd

Ave

Hopkins St

List

er R

d

Deren Rd

Mor

ton

Rd

Bry

e R

d

Ben

edic

t Rd

Rig

gle

Rd

Iris Rd

Birc

hwoo

d D

r

Sippy Rd

Stile

s R

d

35 36 3132 33 34

35 36 31 32

02 0106 05

04 03 02 01 06 05

11 12 0708 09 10 11

12 07 08

14 13 18 17 16 15 14 13 18 17

23 24 19 20 21 22 23 24 19 20

26 25 30 29 28 27 26 25 30 29

35 36 31 3233 34 35 36 31 32

PROPOSEDCOLLECTORSUBSTATION

12

34

567

89

1011 1213

14 1516

17192021

222324

252627

2829

30 31 32

333536

37

3839

4041

42

4344

45

464748

49

505152

5354

56 57A58A

34

55

59A

60A

18

BOP EPCLAYDOWN

AREA

0 2,000 4,000FEET

LEGEND

' PROPOSED WIND TURBINE LOCATION

' ALTERNATE WIND TURBINE LOCATION

#* PROPOSED METEOROLOGICAL TOWER

HVD LINE LOCATION FROM LIDAR SURVEY

PROJECT BOUNDARY

PARTICIPATING PROPERTY

AREAS CONTAINING BARN OR GARAGE

AREAS CONTAINING OCCUPIED STRUCTURES

AREAS CONTAINING A BUSINESS

î îî î

AREAS CONTAINING A CHURCH

HOUSE

OTHER BUILDING

DTE 10" PIPELINE

PROPOSED ACCESS ROAD

ACCESS ROAD FOR ALTERNATE TURBINE LOCATIONS

PROPOSED COLLECTOR CIRCUIT

1 2 3 4 5

1 " = 2,000 '

1:24,000

Phone: 734-971-7080Fax: 734-971-9022

NOTES:

1. AERIAL IMAGE FROM U.S. DEPARTMENT OF AGRICULTURE, NATIONAL AGRICULTURALIMAGERY PROGRAM 2006.

2. ROAD INFORMATION FROM ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE.3. NOT FOR CONSTRUCTION - FOR INFORMATION ONLY.

4. EASEMENT STATUS DATE NOVEMBER 5, 2010.5. WETLANDS, WATERWAYS, AND AREAS OF INCREASED SLOPE WERE EXCLUDED FROM THE

BUILABLE AREA.6. PARCEL BOUNDARIES APPROXIMATE BASED ON PLAT MAPS.

NOT FOR CONSTRUCTION

%

NO. BY DATE REVISION APP'D.

0 JM 7-22-2010 ISSUED FOR BID JLB

1 JM 10/15/2010 LANDOWNER CONCURRENCE REVISIONS/FAA SUBMITTAL JLB

11/9/2010

2 JM 11/9/2010 ISSUED FOR EPC CONTRACT JLB


Exhibit A-3

Project Site Flow Plan

MCKEEFRY J

JULY 2010

00-08405.01

84050186.mxd

EXHIBIT A-3 PROJECT SITE FLOW PLAN

LAKE WINDS ENERGY PARKMASON COUNTY, MICHIGAN

BULLOCH J

DAINING C AS NOTED

D:\PRE_TESS_PROJECTS\08405\01\MXD\84050186.mxd

3754 Ranchero DriveAnn Arbor, MI 48108

Phone: 734-971-7080Fax: 734-971-9022

DRAWN BY:

CHECKED BY:

APPROVED BY:

DATE:

SCALE:

DATE PRINTED:

PROJ. NO.

FILE NO.

SHEET TITLE:

PROJECT:

/ / / / / / / // / / / / / / / / / / / / / / / / / / / / / / / / / / / // / / / / / / / / /

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wy

Gor

don

Rd

Meisenheimer Rd

N U

S 31

Inm

an R

d

Haul R

d

Dar

r Rd

Iris Rd

LaSa

lle R

d

Rig

gle

Rd

Beard Rd

List

er R

d

Birchw

ood Dr

Sippy Rd

Hog

enso

n R

d

Har

bor D

r

Bea

une

Rd

Hesslund Rd

Frontage Rd

Lattin Rd

112t

h A

ve

Birch Ln

North Ave

Kinney Rd

Oceana Dr

Lakeshore Dr

Anthony Rd

Blundell Rd

Lone Pine Rd

Gerber R

d

Stella St

Ord

way

Rd

Wilson Rd

Washington Rd

104t

h A

ve

Mack R

d

Eden Lake Rd

Hawley Rd

Cab

ana

Rd

Marrison Rd

Lake

St

Major Rd

80th

Ave

Runyan Rd

Sunset LnSc

hwas

s R

d

Deren Rd

Unknow

n

Lorne Dr

Schlick Rd

Bry

e R

d

Bradshaw Rd

96th

Ave

88th

Ave

Mor

ton

Rd

App

leto

n R

d

Anderson Rd

Lenz Rd

72nd

Ave

Hopkins St

Chauvez Rd

Kistler Rd

Bradshaw Rd

Stile

s R

d

Ben

edic

t Rd

Mon

tgom

ery

Blv

d

35 36 31 32 33 34 35 36 31 32

02 01 06 05 04 03 02 01 06 05

11 12 07 08 09 10 11 12 07 08

14 13 18 17 16 15 14 13 18 17

23 24 19 20 21 22 23 24 19 20

26 25 30 29 28 27 26 25 30 29

35 36 31 32 33 34 35 36 31 32

PROPOSEDCOLLECTORSUBSTATION

12

34

5

678

9

1011 1213

14 1516

17192021

222324

252627

2829

30 31 32

33

3536

37

3839

404142

43 44

45

464748

49

505152

5354

56 57A58A

34

55

59A

60A

18

Û

Û

Û

ÛÛ

Û

Û

Û

Û

Û

Û

ÛÛ

Û

Û

Û

ÛÛ

Û

Û Û

Û

Û

Û

Û

Û

BOP EPCLAYDOWN

AREA

0 2,000 4,000FEET

%

LEGEND

' PROPOSED WIND TURBINE LOCATION

' ALTERNATE WIND TURBINE LOCATION

#* METEOROLOGICAL TOWER

HVD LINE LOCATION FROM LIDAR SURVEY

PROJECT SITE BOUNDARY

PARTICIPATING PROPERTY

NON-PARTICIPATING PROPERTY

DTE 10" PIPELINE

PROPOSED ACCESS ROAD

ACCESS ROADS FOR ALTERNATE TURBINE LOCATIONS

TRANSPORT ROUTES

TURBINE SUPPLIER RESPONSIBLE ROADS

CONTRACTOR RESPONSIBLE ROADS

TURN IMPROVEMENTS (BY CONTRACTOR)

rRCUT-THROUGH

<R FILLED RADIUS

ROAD TYPES

NOT CLASSIFIED

FEDERAL HIGHWAY

CITY OR VILLAGE STREET

STATE HIGHWAY

ALL SEASON ROAD

LOCAL PAVED

PRIMARY PAVED

LOCAL IMPROVED

/ / / ROAD NOT MANAGED BY MASON COUNTY

OVERHEAD UTILITY LINE

1 " = 2,000 '

1:24,000

NOTES:

1. ROAD INFORMATION FROM MICHIGAN GEOGRAPHICFRAMEWORK.

2. NOT FOR CONSTRUCTION - FOR INFORMATION ONLY.3. EASEMENT STATUS DATE NOVEMBER 5, 2010.4. PROJECT SITE ENTRY POINTS BASED ON LONESTAR SITE

REVIEW DATED (4/29/10) AND SITE MEETING.5. IMPROVEMENTS ON SW CORNERS OF CHAUVEZ AND MORTON

AND CHAUVEZ AND STILES ONLY NEEDED IF DELIVERIESARRIVE FROM WEST.

6. ALL PERMANENT OR TEMPORARY ROAD IMPROVEMENTSSHALL BE DONE IN ACCORDANCE WITH EXHIBIT M.2 OF THETURBINE PURCHASE AGREEMENT.

Û------ LOADED TRUCK DELIVERY DIRECTION

NOT FOR CONSTRUCTION

NO. BY DATE REVISION APP'D.

0 JM 7-22-2010 ISSUED FOR BID JLB

1 JM 10-12-2010 LANDOWNER CONCURRENCE REVISIONS/FAA SUBMITTAL JLB

11/9/2010

2 JM 11-9-2010 ISSUED FOR EPC CONTRACT JLB


Exhibit A-4 Easements

CONFIDENTIAL EXHIBIT A-4PROJECT EASEMENTS

1 of 15Contract Issue

November 10, 2010

WP# PARCEL ID NUMBER POOLED PARCEL OWNER PARCEL ADDRESS TOWNSHIP SPECIAL CONSIDERATIONS COMMENTSAMENDMENTS OUTSTANDING

102863 014-031-001-00 ADAMS, EMIL 4033 W MARRISON RD SUMMIT TOWNSHIP101099 014-030-005-01 X ADAMS, EUGENE & PAMELA 4495 W ANTHONY RD SUMMIT TOWNSHIP Not Converted Split from 014-030-005-00101099 014-030-005-15 X ADAMS, EUGENE & PAMELA 4587 W ANTHONY RD SUMMIT TOWNSHIP Not Converted Split from 014-030-005-00

101099 014-030-009-00 XADAMS, EUGENE, PAMELA, RICK &

SAMANTHA 6403 S BRYE RD SUMMIT TOWNSHIP Not Converted102230 011-017-002-50 X ALBAITIS, LANNY 3525 W HAWLEY RD RIVERTON TOWNSHIP102230 011-017-002-60 X ALBAITIS, LANNY 3455 W HAWLEY RD RIVERTON TOWNSHIP102200 011-010-006-00 ALBRECHT, CLIFFORD & RUSSELLE 1690 W KISTLER RD RIVERTON TOWNSHIP102200 011-010-021-00 ALBRECHT, CLIFFORD & RUSSELLE 1690 W KISTLER RD RIVERTON TOWNSHIP102181 011-033-002-80 X ALVESTEFFER, DEVARY & LISA VACANT RIVERTON TOWNSHIP No parcel address102181 011-033-007-00 X ALVESTEFFER, DEVARY & LISA 2919 W MARRISON RD RIVERTON TOWNSHIP102181 011-033-007-50 X ALVESTEFFER, DEVARY & LISA VACANT RIVERTON TOWNSHIP No parcel address102181 011-033-008-00 X ALVESTEFFER, DEVARY & LISA VACANT RIVERTON TOWNSHIP No parcel address102873 014-007-008-00 X ALVESTEFFER, JESSIE L 4184 W KISTLER RD SUMMIT TOWNSHIP102265 011-016-005-50 X ANDERS, PAUL III & JENNIFER 2661 W HAWLEY RD RIVERTON TOWNSHIP Non-Development102073 011-016-022-00 X ANDERSEN, CARL & KATHLEEN 5123 S STILES RD RIVERTON TOWNSHIP102372 014-019-027-00 X ANTHONY, MARY 4560 W ANTHONY RD SUMMIT TOWNSHIP102505 011-035-006-00 AREKLET, BETH 6964 S SCHWASS RD RIVERTON TOWNSHIP102297 011-034-010-00 X AREKLET, JOHN & DIANE 7110 S STILES RD RIVERTON TOWNSHIP102109 011-023-007-00 X ARUNDEL, DENNIS & SUSAN 5460 S SCHWASS RD RIVERTON TOWNSHIP102247 014-007-002-00 X BAKER, EDWARD & SHERYL 4211 W KINNEY RD SUMMIT TOWNSHIP

101688 011-009-016-01 XBARAUSKAS, STANLEY - LAND

CONTRACT ROY HACKERT 4330 S MORTON RD RIVERTON TOWNSHIP Split from 011-009-016-00

101688 011-009-016-05 XBARAUSKAS, STANLEY & RUIZ,

RICHARDO 4248 S MORTON RD RIVERTON TOWNSHIP Split from 011-009-016-00102350 011-035-011-00 BEARD, STEVEN & MILDRED 7387 S LASALLE RD RIVERTON TOWNSHIP102350 011-036-009-00 BEARD, STEVEN & MILDRED 7387 S LASALLE RD RIVERTON TOWNSHIP102350 011-036-012-00 BEARD, STEVEN & MILDRED 7496 S LASALLE RD RIVERTON TOWNSHIP102351 014-031-005-00 BEARD, STEVEN & MILDRED VACANT SUMMIT TOWNSHIP No parcel address101127 011-032-002-00 X BEARD, TIMOTHY & MARY 3487 W MARRISON RD RIVERTON TOWNSHIP101127 011-032-003-00 X BEARD, TIMOTHY & MARY 3431 W MARRISON RD RIVERTON TOWNSHIP101127 011-032-005-00 X BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101127 011-033-004-70 X BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101127 011-033-005-00 X BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101127 011-033-016-30 X BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101127 011-032-008-00 BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101127 011-033-016-10 BEARD, TIMOTHY & MARY VACANT RIVERTON TOWNSHIP No parcel address101107 011-032-001-90 X BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP101021 011-032-004-00 X BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP101021 011-032-017-00 X BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP101107 011-033-004-50 X BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP101107 011-033-010-00 X BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP101021 011-026-006-00 BEARD, WILLIAM & ELMER 1158 W MARRISON RD RIVERTON TOWNSHIP101021 011-035-003-00 BEARD, WILLIAM & ELMER 3232 W WASHINGTON RD RIVERTON TOWNSHIP102824 011-008-002-20 X BECKSTROM, JAMES & BARBARA VACANT RIVERTON TOWNSHIP No parcel address X102824 011-008-002-30 X BECKSTROM, JAMES & BARBARA VACANT RIVERTON TOWNSHIP No parcel address X102824 011-008-002-40 X BECKSTROM, JAMES & BARBARA VACANT RIVERTON TOWNSHIP No parcel address X102383 014-019-019-00 X BEDKER, ROGER & MARY 4471 W DEREN RD SUMMIT TOWNSHIP102383 014-019-016-20 BEDKER, ROGER & MARY 4678 W DEREN RD SUMMIT TOWNSHIP102383 014-019-024-00 BEDKER, ROGER & MARY VACANT SUMMIT TOWNSHIP No parcel address102859 011-005-014-00 X BERARD, ROGER & HILDRED 3217 S MORTON RD RIVERTON TOWNSHIP102231 011-020-018-00 BILLO, DAVID & JUDY 3939 W DEREN RD RIVERTON TOWNSHIP102298 011-025-005-00 BIRKETT, NICOLE 6156 S APPLETON RD RIVERTON TOWNSHIP



November 10, 2010


102870 011-008-012-00 X BRITTON, EDWARD & TONI 3625 W KISTLER RD RIVERTON TOWNSHIP102335 014-018-017-50 X BROCKWELL, ROBERT & DONNA 4629 S BENEDICT RD SUMMIT TOWNSHIP102335 014-018-018-00 X BROCKWELL, ROBERT & DONNA VACANT SUMMIT TOWNSHIP No parcel address102224 011-008-012-60 X BROWN BRUCE D & PHYLLIS 3710 W HAWLEY RD RIVERTON TOWNSHIP102225 011-008-011-00 X BROWN, BRUCE & PHYLLIS 3940 W KISTLER RD RIVERTON TOWNSHIP

102221 011-008-009-00 X BROWN, BRUCE, PHYLLIS & BRADLEY 3683 W KINNEY RD RIVERTON TOWNSHIP102225 011-008-011-50 X BROWN, WAYNE 3962 W KISTLER RD RIVERTON TOWNSHIP102397 011-021-005-00 X BUCK RICHARD & FRANCES 2611 W ANTHONY RD RIVERTON TOWNSHIP101809 011-017-007-00 X BUCK, GERALD & EMMA VACANT RIVERTON TOWNSHIP No parcel address101809 011-021-017-00 X BUCK, GERALD & EMMA 5778 S MORTON RD RIVERTON TOWNSHIP102567 011-033-017-00 BUCK, MARK & CHRISTINE 7370 S MORTON RD RIVERTON TOWNSHIP102396 011-028-002-00 X BUCK, RICHARD & FRANCES 2611 W ANTHONY RD RIVERTON TOWNSHIP102192 011-020-026-00 BUCK, SHERRY 3460 W ANTHONY RD RIVERTON TOWNSHIP

101786 011-021-003-00 XBUCK, WILLIAM & SARAH & WILLIAM &

BONNIE 2622 W ANTHONY RD RIVERTON TOWNSHIP






BONNIE VACANT RIVERTON TOWNSHIP No parcel address

101786 011-020-025-00BUCK, WILLIAM & SARAH & WILLIAM &

BONNIE 2622 W ANTHONY RD RIVERTON TOWNSHIP102334 014-018-008-00 BURMEISTER, VAN & SALLY VACANT SUMMIT TOWNSHIP No parcel address

101959 011-015-003-20 X BURSMA, SCOT 4699 S SCHWASS RD RIVERTON TOWNSHIP

No above ground construction on the South 900 feet of parcel (i.e. tower, road or above ground power lines.) There can be no tree removal without written consent of land owner. It can be used for the 650' setback in order to maximize the location of wind generators on adjacent land and for underground connection of said type wind generators. This description is the South 900' of parcel #011-015-003-20 (See attachment: Exhibit B. Highlighted area.)

101959 011-015-004-01 X BURSMA, SCOT 4699 S SCHWASS RD RIVERTON TOWNSHIP103046 011-016-022-55 X CAMERON, BLAKE 2520 W MEISENHEIMER RD RIVERTON TOWNSHIP Non Development103045 011-016-022-50 X CAMERON, ERNEST 2542 W MEISENHEIMER RD RIVERTON TOWNSHIP Non Development

102434 014-031-010-00CAPLON, MARION & ROBERT &

GREINER, MARY VACANT SUMMIT TOWNSHIP No parcel address

102895 014-007-021-50 X CARNEY, JOHN & PATRICIA 4670 W HAWLEY RD SUMMIT TOWNSHIPNON DEVELOPMENT - (See Paragraph #22 Additional written consent for electric and/or communication lines)

102652 014-018-009-40 X CARNEY, JOHN & PATRICIA 4670 W HAWLEY RD SUMMIT TOWNSHIP101598 011-009-025-00 X CARTER, DOROTHY 2732 W HAWLEY RD RIVERTON TOWNSHIP Phineas Carter is deceased102203 011-008-007-00 X CARTER, KENNETH 3857 S MORTON RD RIVERTON TOWNSHIP102594 011-009-004-00 X CASE, ERIC 2467 W KINNEY RD RIVERTON TOWNSHIP X101017 011-026-002-00 CHAPMAN, ROY & VIOLA 6265 S HOGENSON RD RIVERTON TOWNSHIP

102391 011-005-001-00 X CHRISTOFFERSON MELVIN & CAROLE 3441 S MORTON RD RIVERTON TOWNSHIP





November 10, 2010


102386 011-132-011-00CHRISTOFFERSON, MELVIN, CAROL &

SHANE 3246 W CHAUVEZ RD RIVERTON TOWNSHIP102520 011-029-001-00 X CONANT, ELLA MAE 6059 S MORTON RD RIVERTON TOWNSHIP Joseph Conant is deceased

011-021-007-00 X CONSUMERS ENERGY CO011-023-005-00 X CONSUMERS ENERGY CO011-029-006-00 X CONSUMERS ENERGY CO011-029-026-00 X CONSUMERS ENERGY CO011-033-003-00 X CONSUMERS ENERGY CO011-033-013-00 X CONSUMERS ENERGY CO014-019-026-00 X CONSUMERS ENERGY CO011-022-006-00 X CONSUMERS ENERGY CO011-020-019-00 X CONSUMERS ENERGY CO

102319 014-018-034-30 COOPER, DUANE & LESLIE 4196 W MEISENHEIMER RD SUMMIT TOWNSHIP102319 014-018-035-00 COOPER, DUANE & LESLIE 4196 W MEISENHEIMER RD SUMMIT TOWNSHIP102323 011-020-001-90 COOPER, MARK & KATE 5301 S MORTON RD RIVERTON TOWNSHIP102530 014-007-027-00 X COOPER, MICHAEL & KERRIE 4045 W KISTLER RD SUMMIT TOWNSHIP X102933 011-028-005-00 X COOPER, PAUL & LISA 6301 S STILES RD RIVERTON TOWNSHIP Non Development102440 011-015-016-50 CRITCHETT, CATHIE 1752 W MEISENHEIMER RD RIVERTON TOWNSHIP102902 011-004-006-10 X CRUZ, TERESA 3155 S STILES RD RIVERTON TOWNSHIP101753 011-014-012-00 X CRYSTAL VALLEY FARMS 839 W MEISENHEIMER RD RIVERTON TOWNSHIP

102791 011-028-001-00 X CRYSTAL VALLEY FARMS 1316 W MARRISON RD RIVERTON TOWNSHIP Center pivot on all parcels - placement is key Formerly known as Oomen Farms

102791 011-028-003-00 X CRYSTAL VALLEY FARMS 6503 S STILES RD RIVERTON TOWNSHIP Center pivot on all parcels - placement is key Formerly known as Oomen Farms

102791 011-028-003-60 X CRYSTAL VALLEY FARMS VACANT RIVERTON TOWNSHIP Center pivot on all parcels - placement is keyNo parcel address - Formerly known as

Oomen Farms

102791 011-028-003-70 X CRYSTAL VALLEY FARMS 2616 W MARRISON RD RIVERTON TOWNSHIP Center pivot on all parcels - placement is key Formerly known as Oomen Farms

102791 011-029-008-00 X CRYSTAL VALLEY FARMS 6299 S MORTON RD RIVERTON TOWNSHIP Center pivot on all parcels - placement is key Formerly known as Oomen Farms


Oomen Farms


Oomen Farms

102791 011-028-003-20 CRYSTAL VALLEY FARMS VACANT RIVERTON TOWNSHIP Center pivot on all parcels - placement is keyNo parcel address - Formerly known as

Oomen Farms

102791 011-032-009-00 CRYSTAL VALLEY FARMS VACANT RIVERTON TOWNSHIP Center pivot on all parcels - placement is keyNo parcel address - Formerly known as

Oomen Farms

101108 014-030-008-00 X CURTIN, STEVEN 6674 S PERE MARQUETTE HWY SUMMIT TOWNSHIP101108 014-030-002-50 CURTIN, STEVEN 6109 S BRY RD SUMMIT TOWNSHIP102555 011-029-002-90 X DAGGETT, STACEY 3473 W ANTHONY RD RIVERTON TOWNSHIP102074 011-021-018-50 X DAINS, EDWARD 5966 S MORTON RD RIVERTON TOWNSHIP X102252 014-007-003-00 X DAINS, EDWARD L III & TERRI L 4281 W KINNEY RD SUMMIT TOWNSHIP

102678 011-020-028-00 X DAINS, EDWARD L JR & DAINS SUSAN 5925 S MORTON RD RIVERTON TOWNSHIP

102678 011-021-018-00 X DAINS, EDWARD L JR & DAINS SUSAN VACANT RIVERTON TOWNSHIP No parcel address102903 011-004-020-00 X DANIELS, JACQUELINE 2728 W KINNEY RD RIVERTON TOWNSHIP102313 011-003-008-10 DITTMER, GARY & PEGGY 2135 W CHAUVEZ RD RIVERTON TOWNSHIP102281 011-004-016-00 X DITTMER, JAMES & RUTH 2928 W KINNEY RD RIVERTON TOWNSHIP X102281 011-009-013-00 X DITTMER, JAMES & RUTH 3115 W KINNEY RD RIVERTON TOWNSHIP X102281 011-009-013-20 X DITTMER, JAMES & RUTH 3135 W KINNEY RD RIVERTON TOWNSHIP X



November 10, 2010


102280 011-003-004-00 XDITTMER, JAMES, GARY, DALE, ROGER,

RUTH, PEGGY, KAREN & PATRICIA 3115 W KINNEY RD RIVERTON TOWNSHIP102160 011-009-011-00 X DRABLOWSKI, WILLIAM & DONNA 2740 W KISTLER RD RIVERTON TOWNSHIP102279 014-007-004-00 X DUGGAN, TAMMY S 4319 W KINNEY RD SUMMIT TOWNSHIP102827 011-004-008-20 DYKSTRA, RICHARD & LORRAINE 3100 S MORTON RD RIVERTON TOWNSHIP102352 011-021-006-00 X EICKELBERG SALLY L , JOSHUA J 5615 S STILES RD RIVERTON TOWNSHIP

102553 011-020-021-00 ELDON, CHARLES 3730 W ANTHONY RD RIVERTON TOWNSHIP Angela Cecille McCabe Attorney in Fact102557 011-021-001-20 X EWING LARRY S & JUDITH A 1888 N WILSON LANE RIVERTON TOWNSHIP

102238 011-021-009-00FLYNN, WILLIAM & CHERYL, BRIGGS,

PATRICIA 5246 S MORTON RD RIVERTON TOWNSHIP102872 011-003-010-00 FRANK, DONNA 2812 S STILES RD RIVERTON TOWNSHIP

101713 014-007-010-00 XFREDERICK, JAMES & MILDRED AND

BAILEY, IVA 3734 S PERE MARQUETTE HWY SUMMIT TOWNSHIP102222 011-008-011-60 X FRESH AIR FARMS VACANT RIVERTON TOWNSHIP No parcel address102418 011-036-013-01 FUENTES, JOSE & BETTY 541 W BEARD RD RIVERTON TOWNSHIP102866 011-009-021-10 X FUHRMAN JOHN & DARLENE 4027 S STILES RD RIVERTON TOWNSHIP Non Development102857 011-010-026-00 GENIA, DONNA 1790 W HAWLEY RD RIVERTON TOWNSHIP102851 011-003-006-00 X GERBERS, JOHN 3131 S SCHWASS RD RIVERTON TOWNSHIP Lois Gerbers is deceased102851 011-003-017-00 X GERBERS, JOHN 2300 W CHAUVEZ RD RIVERTON TOWNSHIP Lois Gerbers is deceased102851 011-002-010-00 GERBERS, JOHN 3100 S SCHWASS RD RIVERTON TOWNSHIP Lois Gerbers is deceased102851 011-002-010-50 GERBERS, JOHN 2300 W CHAUVEZ RD RIVERTON TOWNSHIP Lois Gerbers is deceased102851 011-002-011-00 GERBERS, JOHN 2300 W CHAUVEZ RD RIVERTON TOWNSHIP Lois Gerbers is deceased102851 011-134-004-00 GERBERS, JOHN 2300 W CHAUVEZ RD RIVERTON TOWNSHIP Lois Gerbers is deceased102822 011-003-019-00 X GERBERS, MARYBELLE 1534 W KINNEY RD RIVERTON TOWNSHIP Gerald Gerbers is deceased102822 011-002-014-00 GERBERS, MARYBELLE 1534 W KINNEY RD RIVERTON TOWNSHIP Gerald Gerbers is deceased

102528 011-010-012-50 X GERMAN, ROGER DALE & SANDRA LOU 2185 W KISTLER RD RIVERTON TOWNSHIP X102577 011-009-003-10 X GILBERT, TODD & PAMELA 3947 S STILES RD RIVERTON TOWNSHIP102078 011-015-008-10 X GILLIES, JOHN M III & TRACY L 5140 S STILES RD RIVERTON TOWNSHIP102078 011-015-012-00 X GILLIES, JOHN M III & TRACY L 5140 S STILES RD RIVERTON TOWNSHIP102856 011-003-017-90 X GORMAN, DENNIS 3307 S SCHWASS RD RIVERTON TOWNSHIP102852 014-007-013-90 X GREEN, THOMAS B 4561 W KISTLER RD SUMMIT TOWNSHIP102287 011-010-004-01 X GRIFFIS, GREGORY D & KRISTI 1868 W KISTLER RD RIVERTON TOWNSHIP102287 011-010-004-10 X GRIFFIS, GREGORY D & KRISTI 1868 W KISTLER RD RIVERTON TOWNSHIP102377 011-033-012-00 X GRIFFIS, HENRY & ROSE 7010 S MORTON RD RIVERTON TOWNSHIP X102098 011-023-002-00 X GUSTAFSON, JAMES & MARY 5299 S HOGENSON RD RIVERTON TOWNSHIP102098 011-023-002-50 X GUSTAFSON, JAMES & MARY 1191 W MEISENHEIMER RD RIVERTON TOWNSHIP102098 011-023-005-10 X GUSTAFSON, JAMES & MARY 5299 S HOGENSON RD RIVERTON TOWNSHIP

101754 011-008-017-00 X H & K FARMS LLC VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address

101754 011-017-003-00 X H & K FARMS LLC 4296 W KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause


101754 011-017-024-00 X H & K FARMS LLC 4855 S MORTON RD RIVERTON TOWNSHIP Fruit Tree Clause





November 10, 2010


101754 014-007-014-00 X H & K FARMS LLC VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address



101754 014-007-029-00 X H & K FARMS LLC 4189 W HAWLEY RD SUMMIT TOWNSHIP Fruit Tree Clause





101754 003-033-014-00 H & K FARMS LLC VACANT CUSTER TOWNSHIP Fruit Tree Clause No parcel address

101754 011-017-019-00 H & K FARMS LLC 3777 W BLUNDELL RD RIVERTON TOWNSHIP fruit Tree Clause

101754 011-017-028-00 H & K FARMS LLC 4296 W KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause

101754 011-020-002-00 H & K FARMS LLC 4296 W KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause

101754 014-018-031-00 H & K FARMS LLC VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

102389 011-010-001-00 XHABERICHTER, DENNIS & DUNKLE,

ELAINE 1713 W KINNEY RD RIVERTON TOWNSHIP

101756 011-005-003-00 X HACKERT ROY & SUSAN 3084 S LISTER RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 011-005-004-00 X HACKERT ROY & SUSAN 4296 W KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 011-005-011-00 X HACKERT ROY & SUSAN 3334 S BRYE RD RIVERTON TOWNSHIP Fruit Tree Clause102839 011-005-013-10 X HACKERT ROY & SUSAN 3989 W CHAUVEZ RD RIVERTON TOWNSHIP

101756 011-008-003-00 X HACKERT ROY & SUSAN 3527 W KINNEY RD RIVERTON TOWNSHIP Fruit Tree Clause



101756 011-016-001-00 X HACKERT ROY & SUSAN 4262 KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 011-016-009-00 X HACKERT ROY & SUSAN 4604 S MORTON RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 010-306-400-005-00 HACKERT ROY & SUSAN S BRYE RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause102853 014-007-011-40 X HACKERT, BRIAN & BONNIE 4676 W KISTLER RD SUMMIT TOWNSHIP

101777 014-007-011-20 X HACKERT, ROY & BRIAN 4296 W KISTLER RD SUMMIT TOWNSHIP Fruit Tree Clause101757 011-009-010-00 X HACKERT, ROY & SUSAN VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address101757 011-009-015-60 X HACKERT, ROY & SUSAN VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address101757 011-010-007-00 X HACKERT, ROY & SUSAN VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address



November 10, 2010


101757 011-010-008-00 X HACKERT, ROY & SUSAN VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address101757 011-010-011-00 X HACKERT, ROY & SUSAN VACANT RIVERTON TOWNSHIP Fruit Tree Clause No parcel address

101756 011-016-020-00 X HACKERT, ROY & SUSAN 4262 KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause101757 011-017-001-00 X HACKERT, ROY & SUSAN 4483 S MORTON RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 014-007-006-00 X HACKERT, ROY & SUSAN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101756 014-007-009-00 X HACKERT, ROY & SUSAN 4296 W KISTLER RD SUMMIT TOWNSHIP Fruit Tree Clause

101756 014-007-029-90 X HACKERT, ROY & SUSAN 4288 W HAWLEY RD SUMMIT TOWNSHIP Fruit Tree Clause

101756 010-131-100-011-00 HACKERT, ROY & SUSAN W BRADSHAW RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause



101756 010-131-300-013-00 HACKERT, ROY & SUSAN S PERE MARQUETTE HWY PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101756 010-131-300-022-00 HACKERT, ROY & SUSAN W CHAUVEZ RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101756 010-131-300-023-00 HACKERT, ROY & SUSAN W CHAUVEZ RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101756 010-306-400-001-00 HACKERT, ROY & SUSAN W KINNED RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101756 010-306-400-002-00 HACKERT, ROY & SUSAN S BRYE RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101756 011-004-002-00 HACKERT, ROY & SUSAN 2753 W CHAUVEZ RD RIVERTON TOWNSHIP Fruit Tree Clause

101756 011-005-007-00 HACKERT, ROY & SUSAN 3989 W CHAUVEZ RD RIVERTON TOWNSHIP Fruit Tree Clause

101778 011-004-016-10 XHACKERT, ROY, SUSAN, BRIAN, BONNIE,

DAVID & MICHELLE 2928 W KINNEY RD RIVERTON TOWNSHIP Fruit Tree Clause


DAVID & MICHELLE 4296 W KISTLER RD RIVERTON TOWNSHIP Fruit Tree Clause


DAVID & MICHELLE 3115 W KINNEY RD RIVERTON TOWNSHIP Fruit Tree Clause

101778 010-131-400-002-00HACKERT, ROY, SUSAN, BRIAN, BONNIE,

DAVID & MICHELLE S BENEDICT RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause

101778 010-306-200-002-10HACKERT, ROY, SUSAN, BRIAN, BONNIE,

DAVID & MICHELLE S BRYE RD RIVERTON TOWNSHIP Fruit Tree Clause

101778 011-132-008-00HACKERT, ROY, SUSAN, BRIAN, BONNIE,

DAVID & MICHELLE 3989 W CHAUVEZ RD RIVERTON TOWNSHIP Fruit Tree Clause102894 011-009-008-00 X HALVERSON, RONALD K & DIANNA 2745 W KINNEY RD RIVERTON TOWNSHIP102239 011-021-001-40 X HAMILTON, SANDRA 2495 W MEISENHEIMER RD RIVERTON TOWNSHIP

102862 011-004-008-80 HANSEN, TIMOTHY & KERI 3090 W GERBER RD RIVERTON TOWNSHIPNOTES: Geo Thermal Heat System - Please see map and contact landowner prior to any activity on their property

102183 014-007-001-00 X HANSON, HAZEL, WILLIAM & THOMAS 4091 W KINNEY RD SUMMIT TOWNSHIP

101685 014-019-030-00 XHANSON, THOMAS & ALVESTEFFER,

DOREEN VACANT SUMMIT TOWNSHIP No parcel address

101685 014-019-031-00HANSON, THOMAS & ALVESTEFFER,




November 10, 2010





DOREEN VACANT SUMMIT TOWNSHIP No parcel address102182 011-036-006-00 HANSON, THOMAS & SHIRLEY 725 W MARRISON RD RIVERTON TOWNSHIP102250 014-124-005-00 HARTUNG, ROBERT & SALLY 5174 W DEREN RD SUMMIT TOWNSHIP101688 011-009-024-00 X HAYES, CHARLES & MARGARET 4330 S MORTON RD RIVERTON TOWNSHIP102343 011-020-001-95 HEATH, ROBERT & JANET VACANT RIVERTON TOWNSHIP No parcel address102343 011-021-010-40 HEATH, ROBERT & JANET 5354 S MORTON RD RIVERTON TOWNSHIP102262 011-034-017-10 HILTZ, CHRISTOPHER & KRISTINA 1700 W WASHINGTON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102504 011-033-004-00 X HOFMANN, MICHELLE 7131 S STILES RD RIVERTON TOWNSHIP102529 011-033-004-10 X HOFMANN, RONALD & CHARLENE 7081 S STILES RD RIVERTON TOWNSHIP101087 011-025-001-00 HOLDEN, DENIS 6177 S SCOTTVILLE RD RIVERTON TOWNSHIP101087 011-025-002-00 HOLDEN, DENIS 6263 S SCOTTVILLE RD RIVERTON TOWNSHIP101087 011-025-003-00 HOLDEN, DENIS 6263 S SCOTTVILLE RD RIVERTON TOWNSHIP102050 011-015-009-00 X HOPEWELL-HAMMOND, LYNNE 3360 SCHWASS RD RIVERTON TOWNSHIP102653 014-018-009-00 X HOUK, RUSSELL 4521 W HAWLEY RD SUMMIT TOWNSHIP102653 014-018-009-20 X HOUK, RUSSELL 4521 W HAWLEY RD SUMMIT TOWNSHIP

101710 011-014-004-00 XHUBER, DAVID & STEPHANIE;

BRINKMAN, GARY & ALICE VACANT RIVERTON TOWNSHIP No parcel address

101761 014-019-001-00 X HULL, STEVEN & AMY 4079 W MEISENHEIMER RD SUMMIT TOWNSHIP Fruit Tree Clause




101801 010-203-200-005-00 HULL, STEVEN, AMY & KENNETH S LAKESHORE DR PERE MARQUETTE TOWNSHIP Fruit Tree Clause102855 011-003-002-00 X JABROCKI JEFFERY 2987 S SCHWASS RD RIVERTON TOWNSHIP102877 011-003-005-00 X KEELEAN, GEORGE & MARI LOU 3041 S SCHWASS RD RIVERTON TOWNSHIP

102453 014-007-028-00 XKISTLER DANIEL, AMARYLIS, RONALD &

SUSAN VACANT SUMMIT TOWNSHIP

Notwithstanding Subsection 11(b) hereof, Grantee will not, without Grantor's written consent, cut trees located within the existing area of hardwoods on the South side of the Easement Premises that is shown outlined in heavy black border on the sketch attached hereto as Exhibit B No parcel address

102455 014-112-002-00 KISTLER, DANIEL & AMARYLIS VACANT SUMMIT TOWNSIHP No parcel address102455 014-112-016-00 KISTLER, DANIEL & AMARYLIS 4847 W KISTLER RD SUMMIT TOWNSIHP102455 014-112-017-10 KISTLER, DANIEL & AMARYLIS VACANT SUMMIT TOWNSIHP No parcel address102454 014-112-018-50 KISTLER, DANIEL & RONALD VACANT SUMMIT TOWNSIHP No parcel address

102456 014-112-017-01 KISTLER, RONALD & SUSAN 4049 S PERE MARQUETTE HWY SUMMIT TOWNSIHP102858 011-008-016-00 X KOZICKI, DAVID & MICHELLE 4131 S MORTON RD RIVERTON TOWNSHIP Non Development102475 014-018-034-00 KRAFT, RICHARD & STACEY 4380 S MEISENHEIMER RD SUMMIT TOWNSHIP102821 011-017-015-00 KRAKOWIAK, THOMAS & EDWARD VACANT RIVERTON TOWNSHIP No parcel address102506 011-034-010-10 X LAMMI, JOHN & KAREN 7164 S STILES RD RIVERTON TOWNSHIP X102243 011-020-011-90 LANE, MARIE 5210 S BRYE RD RIVERTON TOWNSHIP102890 011-010-007-10 X LANGFELDT MATTHEW & JESSICA 2070 W KISTLER RD RIVERTON TOWNSHIP102439 011-015-008-20 X LARSON PAUL & AUDRA 1850 W MEISENHEIMER RD RIVERTON TOWNSHIP102318 014-018-033-00 X LIPPS, JEANNE & MARK VACANT SUMMIT TOWNSHIP No parcel address

102913 007-011-002-00LISTER, ARTHUR & KAREN AND

MURPHY, JANET VACANT HAMLIN TOWNSHIP Fruit Tree Clause No parcel address



November 10, 2010



MURPHY, JANET 6186 W EHLER RD HAMLIN TOWNSHIP Fruit Tree Clause


MURPHY, JANET VACANT HAMLIN TOWNSHIP Fruit Tree Clause No parcel address102897 011-005-005-00 X LISTER, ARTHUR & SHERI VACANT RIVERTON TOWNSHIP No parcel address102897 011-005-008-00 X LISTER, ARTHUR & SHERI 3182 S BRYE RD RIVERTON TOWNSHIP102897 011-005-015-00 X LISTER, ARTHUR & SHERI VACANT RIVERTON TOWNSHIP No parcel address102354 011-017-027-00 X LISTER, ARTHUR & SHERI 3504 W BLUNDELL RD RIVERTON TOWNSHIP Fruit Tree Clause102914 010-035-100-020-00 LISTER, ARTHUR & SHERI W BRADSHAW RD PERE MARQUETTE TOWNSHIP102914 010-035-200-004-00 LISTER, ARTHUR & SHERI W BRADSHAW RD PERE MARQUETTE TOWNSHIP102914 010-035-200-006-00 LISTER, ARTHUR & SHERI W BRADSHAW RD PERE MARQUETTE TOWNSHIP102914 010-035-300-003-00 LISTER, ARTHUR & SHERI W BRADSHAW RD PERE MARQUETTE TOWNSHIP102914 010-035-400-002-00 LISTER, ARTHUR & SHERI W BRADSHAW RD PERE MARQUETTE TOWNSHIP102900 011-005-010-00 X LISTER, ETHEL M 3231 S LISTER RD RIVERTON TOWNSHIP Fruit Tree Clause102900 011-005-012-00 X LISTER, ETHEL M 3660 W KINNEY RD RIVERTON TOWNSHIP Fruit Tree Clause

102900 010-306-100-005-00 LISTER, ETHEL M 3140 S PERE MARQUETTE HWY PERE MARQUETTE TOWNSHIP Fruit Tree Clause102900 010-306-200-005-00 LISTER, ETHEL M S BRYE RD PERE MARQUETTE TOWNSHIP Fruit Tree Clause102900 010-306-300-001-00 LISTER, ETHEL M S PERE MARQUETTE HWY PERE MARQUETTE TOWNSHIP Fruit Tree Clause101813 011-004-001-00 LOESER, JEFFREY & TAMERA 2585 W CHAUVEZ RD RIVERTON TOWNSHIP101813 011-133-008-90 LOESER, JEFFREY & TAMERA 2488 W CHAUVEZ RD RIVERTON TOWNSHIP102476 011-029-001-90 X LOPEZ RAUL & CYNTHIA 3413 W ANTHONY RD RIVERTON TOWNSHIP102299 011-035-002-00 LORENZ, JULIE & SCHRAM, ALBERT 1137 W MARRISON RD RIVERTON TOWNSHIP102820 011-034-016-00 X LUCAS, WILLIAM 7228 S STILES RD RIVERTON TOWNSHIP X

102075 011-016-018-00 XLUND JON THOMAS, DONALD L,

JACALYN & STERNS BARBARA 2933 W MEISENHEIMER RD RIVERTON TOWNSHIP

102075 011-021-008-00 XLUND JON THOMAS, DONALD L,

JACALYN & STERNS BARBARA 2933 W MEISENHEIMER RD RIVERTON TOWNSHIP102261 011-034-009-10 X LUNDBERG BROTHERS, INC VACANT RIVERTON TOWNSHIP See red line Agreement for added/changed clauses No parcel address102266 011-033-001-00 X LUNDBERG FAMILY, LLC VACANT RIVERTON TOWNSHIP No parcel address102267 011-034-009-01 X LUNDBERG FAMILY, LLC 6986 S STILES RD RIVERTON TOWNSHIP102264 011-035-004-10 LUNDBERG, BRIAN & NANCY 1337 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses

102309 011-036-011-00 LUNDBERG, DOLORES VACANT RIVERTON TOWNSHIPNo parcel address - Wayne Lundberg is

deceased102256 011-029-005-00 X LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102257 011-029-017-00 X LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102258 011-034-006-00 X LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102255 011-029-002-80 LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses

102276 011-034-017-00 LUNDBERG, DORIS 1612 W WASHINGTON RD RIVERTON TOWNSHIPWP#102276 1/4 Interest & WP#102275 3/4 Interest - See red line Agreement for added/changed clauses

102278 011-034-017-50 LUNDBERG, DORIS 1970 W WASHINGTON RD RIVERTON TOWNSHIPWP#102278 1/4 Interest & WP#102274 3/4 Interest - See red line Agreement for added/changed clauses

102259 011-035-004-00 LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102260 011-035-007-00 LUNDBERG, DORIS 7066 S SCHWASS RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102254 011-029-002-00 X LUNDBERG, DORIS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102327 011-034-015-00 X LUNDBERG, LOUIS & BETTY 7358 S STILES RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102554 011-034-013-00 LUNDBERG, PETER & PERI 2074 W WASHINGTON RD RIVERTON TOWNSHIP102263 011-034-002-90 LUNDBERG, RALPH & CHARLENE 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102308 011-028-006-00 X LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP102308 011-028-008-00 X LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP



November 10, 2010


102307 011-034-014-00 X LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP

NOTES: WP#102307 Sec 34, 40/ac parcel can be used for property line setback only. Plans to build a home and barn on that property

102305 011-029-013-00 LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP

NOTES: WP#102307 Sec 34, 40/ac parcel can be used for property line setback. Plans to build a home and barn on that property

102305 011-029-015-00 LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP102306 011-035-010-00 LUNDBERG, RONALD & JUDITH 1330 W WASHINGTON RD RIVERTON TOWNSHIP102306 011-035-012-00 LUNDBERG, RONALD & JUDITH 1036 W WASHINGTON RD RIVERTON TOWNSHIP102306 011-035-012-90 LUNDBERG, RONALD & JUDITH 1036 W WASHINGTON RD RIVERTON TOWNSHIP

102227 014-018-011-00 MACDONALD, ROMMIE & JENNIFER 4594 S PERE MARQUETTE HWY SUMMIT TOWNSHIP102227 014-018-011-50 MACDONALD, ROMMIE & JENNIFER VACANT SUMMIT TOWNSHIP No parcel address102227 014-018-015-00 MACDONALD, ROMMIE & JENNIFER VACANT SUMMIT TOWNSHIP No parcel address102655 011-017-009-00 MAHYNSKI, DANIEL & KATHLEEN 4850 S BRYE RD RIVERTON TOWNSHIP Non Development102655 011-017-016-00 MAHYNSKI, DANIEL & KATHLEEN 4850 S BRYE RD RIVERTON TOWNSHIP Non Development102796 011-025-012-00 MALBURG, DALE & SUSAN 6773 S SCOTTVILLE RD RIVERTON TOWNSHIP102212 011-017-010-00 X MANEKE ROGER, YVETTE & JANIELLE 3995 W HAWLEY RD RIVERTON TOWNSHIP

102835 011-003-008-01 MAPES, JUDY, ESTATE 2135 W CHAUVEZ RD RIVERTON TOWNSHIPErica Tucker & Laura Gregones, Co-Reps for the Estate of Judy Mapes-deceased

102657 011-014-002-00 X MARTZ JOSEPH D 929 W HAWLEY RD RIVERTON TOWNSHIP102657 011-014-011-00 X MARTZ JOSEPH D 929 W HAWLEY RD RIVERTON TOWNSHIP102660 011-011-014-00 MARTZ, CHAN 938 W HAWLEY RD RIVERTON TOWNSHIP102659 011-014-003-00 X MARTZ, DONALD 1153 W HAWLEY RD RIVERTON TOWNSHIP102658 011-012-015-00 MARTZ, DONALD 456 W HAWLEY RD RIVERTON TOWNSHIP102884 011-005-008-10 MARTZ, JULIE 3054 S BRYE RD RIVERTON TOWNSHIP102661 011-014-001-01 MARTZ, MILDA VACANT RIVERTON TOWNSHIP No parcel address101039 011-025-010-01 MARTZ, MILDA 6515 S SCOTTVILLE RD RIVERTON TOWNSHIP

102370 014-018-019-00 X MATHESON, CRAIG & VERDUIN, JANE 4526 W MEISENHEIMER RD SUMMIT TOWNSIHP101809 011-017-017-00 MATOIAN, JOHN 4940 S BRYE RD RIVERTON TOWNSHIP102860 014-018-002-00 X MAZUR, JASON & KAREN 4385 W HAWLEY RD SUMMIT TOWNSIHP

102680 011-010-014-00 X MCCUMBER FAMILY TRUST 4296 S STILES RD RIVERTON TOWNSHIPMaryanne Nielsen & Thomas McCumber,

Co Trustees X102648 011-009-002-00 X MCDONALD, MARVIN 2501 W KINNEY RD RIVERTON TOWNSHIP X102840 011-005-013-01 X MCFP PROPERTIES INC 3958 W CHAUVEZ RD RIVERTON TOWNSHIP102574 011-034-011-90 MCLOUTH, THOMAS & MELANIE 2040 W WASHINGTON RD RIVERTON TOWNSHIP

102320 014-018-020-00 XMICHIGAN FOOD PROCESSORS

COOPERATIVE INC 4948 S PERE MARQUETTE HWY SUMMIT TOWNSIHP


COOPERATIVE INC VACANT SUMMIT TOWNSIHP No parcel address


COOPERATIVE INC 5130 S PERE MARQUETTE HWY SUMMIT TOWNSHIP101198 011-033-014-00 X MILLER FRANCIS & BETTY 7114 S MORTON RD RIVERTON TOWNSHIP101198 011-033-015-00 X MILLER FRANCIS & BETTY 7114 S MORTON RD RIVERTON TOWNSHIP101315 011-032-011-00 MILLER, BYRON & JULIA 3742 W WASHINGTON RD RIVERTON TOWNSHIP102201 011-009-003-00 X MONTON MARK & ANNETTE VACANT RIVERTON TOWNSHIP No parcel address



November 10, 2010


102597 011-010-012-00 X MONTON, LAVERNE & CLARA 4320 W WASHINGTON RD RIVERTON TOWNSHIP X102226 011-020-007-00 MORTON, LEMOYNE & SHIRLEY 4563 W BRADSHAW RD RIVERTON TOWNSHIP102310 011-035-009-00 MUNSON, RAYMOND & STEPHANIE 7358 S SCHWASS RD RIVERTON TOWNSHIP102879 011-004-021-80 X MURPHY PATRICK 2588 W KINNEY RD RIVERTON TOWNSHIP102879 011-022-012-00 MURPHY, PATRICK 2213 W MEISENHEIMER RD RIVERTON TOWNSHIP

102679 014-018-019-50 X NELSON CAROL C VACANT SUMMIT TOWNSHIP

Gratee may specify placement of evacuated fill, Fruit Tree Clause & Contractor's Insurance - Grantee will require it's contractors who perform construction, maintenance or other work on or in connection with Wind Farm Facilities on the Easement Premises hereunder to carry insurance in accordance with Grantee's policies. See Paragraph 5 (Idemnity Clause) & Paragraph 6 (Real & Personal Property Taxes) clause for additional provisions. No parcel address

102269 011-028-003-40 X NEW HORIZON FARMS 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses X102270 011-028-003-50 X NEW HORIZON FARMS 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses X102271 011-029-019-00 X NEW HORIZON FARMS 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102272 011-034-002-00 X NEW HORIZON FARMS 2133 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102273 011-034-011-00 X NEW HORIZON FARMS 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses102268 011-028-003-30 NEW HORIZON FARMS 1981 W MARRISON RD RIVERTON TOWNSHIP See red line Agreement for added/changed clauses

102275 011-034-017-00 NEW HORIZON FARMS 1612 W WASHINGTON RD RIVERTON TOWNSHIPWP#102276 1/4 Interest & WP#102275 3/4 Interest - See red line Agreement for added/changed clauses

102274 011-034-017-50 NEW HORIZON FARMS 1970 W WASHINGTON RD RIVERTON TOWNSHIPWP#102278 1/4 Interest & WP#102274 3/4 Interest - See red line Agreement for added/changed clauses

102906 011-003-009-00NEWBERG, MARY, JOHN & JOANNA;

COLBY DAVID & JENNIFER VACANT RIVERTON TOWNSHIP No parcel address102495 014-019-010-01 X NORTHRUP, ROBERT & DAWN 4555 W MEISENHEIMER RD SUMMIT TOWNSHIP102575 011-020-021-10 OLIVAREZ, LEO & RACHEL 3612 W ANTHONY RD RIVERTON TOWNSHIP

101755 011-005-002-00 XOLMSTEAD, ELWYN & HACKERT, ROY &

SUSAN 3497 W CHAUVEZ RD RIVERTON TOWNSHIP Fruit Tree Clause102237 011-021-009-50 OLSON, CARL & DEBRA 3101 W MEISENHEIMER RD RIVERTON TOWNSHIP102331 014-007-014-90 X OLSON, WILLIAM L & KATHLEEN F 4424 W HAWLEY RD SUMMIT TOWNSHIP102861 011-004-017-90 X OWENS, KATHLEEN 3309 S STILES RD RIVERTON TOWNSHIP102315 011-008-002-00 X PAPPE, MARION B 3283 W KINNEY RD RIVERTON TOWNSHIP Attorney in Fact: Susan Pappe102578 011-015-004-10 PEDERSEN, RONALD & ANN 4753 S SCHWASS RD RIVERTON TOWNSHIP101018 011-026-004-00 PETERSEN, DANNY & LORETTA 1316 W MARRISON RD RIVERTON TOWNSHIP102417 011-033-021-00 PETERSEN, DANNY & LORETTA 3010 W WASHINGTON RD RIVERTON TOWNSHIP101300 011-033-020-00 X PETERSEN, JESSE & ANNA VACANT RIVERTON TOWNSHIP No parcel address X102392 011-033-022-00 PETERSEN, JESSE & ANNA 3088 W WASHINGTON RD RIVERTON TOWNSHIP102392 011-033-023-00 PETERSEN, JESSE & ANNA 7572 S MORTON RD RIVERTON TOWNSHIP

101758 011-015-006-00 X

PETERSON DARYL & SUSAN; PETERSON, LYNN; HULL, STEVEN & AMY;

LAMPSON, DONALD & KATHERINE 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause

101762 014-113-001-00 PETERSON, DARYL & SUSAN 4427 S PERE MARQUETTE HWY SUMMIT TOWNSHIP Fruit Tree Clause

101762 014-113-002-00 PETERSON, DARYL & SUSAN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101762 014-114-023-00 PETERSON, DARYL & SUSAN 6115 W OLMSTEAD RD SUMMIT TOWNSHIP Fruit Tree Clause

101762 014-114-028-00 PETERSON, DARYL & SUSAN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101802 014-114-005-00PETERSON, DARYL & SUSAN; HULL,

STEVEN & AMY VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address



November 10, 2010


101802 014-114-022-00PETERSON, DARYL & SUSAN; HULL,

STEVEN & AMY VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101759 011-008-013-00 X PETERSON, DARYL, SUSAN & LYNN 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause

101759 011-008-018-50 X PETERSON, DARYL, SUSAN & LYNN 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause

101759 011-017-025-00 X PETERSON, DARYL, SUSAN & LYNN 3244 W BLUNDELL RD RIVERTON TOWNSHIP Fruit Tree Clause

101759 011-020-013-00 X PETERSON, DARYL, SUSAN & LYNN 5552 S BRYE RD RIVERTON TOWNSHIP Fruit Tree Clause

101759 014-007-013-00 X PETERSON, DARYL, SUSAN & LYNN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101759 014-007-016-00 X PETERSON, DARYL, SUSAN & LYNN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address

101759 014-007-018-00 X PETERSON, DARYL, SUSAN & LYNN 4082 S PERE MARQUETTE HWY SUMMIT TOWNSHIP Fruit Tree Clause

101759 014-019-008-00 X PETERSON, DARYL, SUSAN & LYNN 4497 W MEISENHEIMER RD SUMMIT TOWNSHIP Fruit Tree Clause

101759 011-020-006-00 PETERSON, DARYL, SUSAN & LYNN 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause

101759 014-112-012-00 PETERSON, DARYL, SUSAN & LYNN VACANT SUMMIT TOWNSHIP Fruit Tree Clause No parcel address






101767 011-004-006-00 XPETERSON, DARYL, SUSAN & LYNN;

HORSTMAN, FREDERICK & JANE 3155 S STILES RD RIVERTON TOWNSHIP Fruit Tree Clause


HORSTMAN, FREDERICK & JANE 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause


HORSTMAN, FREDERICK & JANE 6115 W OLMSTEAD RD RIVERTON TOWNSHIP Fruit Tree Clause102296 011-021-001-50 X PHILLIPS, LLOYD & JULIE 2587 W MEISENHEIMER RD RIVERTON TOWNSHIP102296 011-013-005-00 PHILLIPS, LLOYD & JULIE 789 W HAWLEY RD RIVERTON TOWNSHIP102823 011-003-020-00 X PLEINESS KELVYN 1612 W KINNEY RD RIVERTON TOWNSHIP101785 011-014-010-00 X PLEINESS MARIA 5124 S SCHWASS RD RIVERTON TOWNSHIP102065 011-023-006-00 X POE DANIEL 1567 W MEISENHEIMER RD RIVERTON TOWNSHIP102871 011-008-010-00 X POSMA, THOMAS & MARCIE 3736 W KISTLER RD RIVERTON TOWNSHIP102568 014-031-013-00 PRINCE, ROBERT 4152 W WASHINGTON RD SUMMIT TOWNSHIP

101338 011-025-006-50 PUSTAY, JOHN 774 W SIPPY RD RIVERTON TOWNSHIPNOTES: East 1/2 of Easement will be

divided into lots for sale and developed101152 011-036-001-00 QUALLS, JACK & VIVIAN 6845 S SCOTTVILLE RD RIVERTON TOWNSHIP101152 011-036-001-50 QUALLS, JACK & VIVIAN 6933 S SCOTTVILLE RD RIVERTON TOWNSHIP102583 011-009-006-50 X RAY, JOHN & MELISSA 2569 W KINNEY RD RIVERTON TOWNSHIP X102314 014-018-027-00 RICHARDS, LAWRENCE & JULIE 4690 W MEISENHEIMER RD SUMMIT TOWNSHIP102149 014-030-011-90 X ROBERTS PETER & BEVERLY 4296 W MARRISON RD SUMMIT TOWNSHIP



November 10, 2010


102051 011-022-011-00 ROBERTS, PAUL & DEBORA 5314 S STILES RD RIVERTON TOWNSHIP102141 014-019-029-00 X ROGERS, KENDALL & VIRGINIA 4183 W DEREN RD SUMMIT TOWNSHIP X102503 011-004-021-00 X SADLER, GEORGE & MARCIA 2522 KINNEY RD RIVERTON TOWNSHIP102503 011-004-022-00 X SADLER, GEORGE & MARCIA 2522 KINNEY RD RIVERTON TOWNSHIP102503 011-009-001-00 X SADLER, GEORGE & MARCIA 2522 KINNEY RD RIVERTON TOWNSHIP

102502 011-004-017-00 XSADLER, GEORGE & MARCIA; SADLER,

GEORGE & KRISTI S STILES RD RIVERTON TOWNSHIP102581 011-009-001-50 X SANCHEZ, SILVIA 2547 W KINNEY RD RIVERTON TOWNSHIP X102025 011-023-003-00 X SAXTON, COLIN & KIM 1267 W MEISENHEIMER RD RIVERTON TOWNSHIP102242 011-021-010-00 SAYLOR, LINDA VACANT RIVERTON TOWNSHIP No parcel address101717 011-003-013-00 X SCHADE, CHARLES & KATHERINE 5124 S SCHWASS RD RIVERTON TOWNSHIP101717 011-009-021-00 X SCHADE, CHARLES & KATHERINE 2828 W CHAUVEZ RD RIVERTON TOWNSHIP101717 011-010-014-50 X SCHADE, CHARLES & KATHERINE 2828 W CHAUVEZ RD RIVERTON TOWNSHIP101717 011-010-017-00 X SCHADE, CHARLES & KATHERINE 2828 W CHAUVEZ RD RIVERTON TOWNSHIP102868 011-016-019-00 X SCHADE, CHARLES & KATHERINE 1033 BEECHWOOD DR RIVERTON TOWNSHIP101717 011-133-001-00 SCHADE, CHARLES & KATHERINE 2828 W CHAUVEZ RD RIVERTON TOWNSHIP102303 014-007-011-10 X SCHLAACK, CARL R & MELODY A 4428 W KISTLER RD SUMMIT TOWNSHIP102477 011-029-001-70 X SCHMIEDEKNECHT, ERNEST 6157 S MORTON RD RIVERTON TOWNSHIP X102499 011-033-018-00 X SCHMIEDEKNECHT, ERNEST 7216 S MORTON RD RIVERTON TOWNSHIP102202 011-015-007-00 X SCHULTZ, ROBERT L & BEVERLY RT#1 ADAMS RD RIVERTON TOWNSHIP102867 011-009-015-65 X SCHWASS, THEODORE & JOAN VACANT RIVERTON TOWNSHIP Non-Development No parcel address102867 011-010-005-00 X SCHWASS, THEODORE & JOAN 1964 W KISTLER RD RIVERTON TOWNSHIP Non-Development102867 011-010-008-50 X SCHWASS, THEODORE & JOAN VACANT RIVERTON TOWNSHIP Non-Development No parcel address102867 011-010-013-15 X SCHWASS, THEODORE & JOAN 2373 W KISTLER RD RIVERTON TOWNSHIP Non-Development102186 011-016-005-00 X SCHWASS, THEODORE & JOAN 4510 S MORTON RD RIVERTON TOWNSHIP102186 011-016-008-00 X SCHWASS, THEODORE & JOAN 4536 S MORTON RD RIVERTON TOWNSHIP102186 011-016-008-10 X SCHWASS, THEODORE & JOAN 4510 S MORTON RD RIVERTON TOWNSHIP102867 011-017-001-10 X SCHWASS, THEODORE & JOAN VACANT RIVERTON TOWNSHIP Non-Development No parcel address102867 011-010-004-61 SCHWASS, THEODORE & JOAN VACANT RIVERTON TOWNSHIP Non-Development No parcel address102867 011-010-013-10 SCHWASS, THEODORE & JOAN 4040 S STILES RD RIVERTON TOWNSHIP Non-Development101028 011-036-003-00 SHAFER, GERALD & BERNICE 212 W BEARD RD RIVERTON TOWNSHIP101026 011-036-015-00 SHAFER, ROBERT & HARRIET 7073 S DARR RD RIVERTON TOWNSHIP103100 011-025-007-00 SHILANDER, MADELINE & CLIFF RIVERTON TOWNSHIP102831 011-003-001-50 SHUMAN, ROBERT & SUSAN 1635 W CHAUVEZ RD RIVERTON TOWNSHIP101960 011-015-008-00 X SIBLEY, HERBERT & NANCY 2054 W MEISENHEIMER RD RIVERTON TOWNSHIP102295 014-007-005-00 X SIELSKI, EDWARD & JEAN A 4355 W KINNEY RD SUMMIT TOWNSHIP102390 014-018-034-20 SLATER, JOHN 4134 W MEISENHEIMER RD SUMMIT TOWNSHIP101962 011-016-006-00 X SLIMMEN, STEVEN & BECKY 4627 S STILES RD RIVERTON TOWNSHIP

101504 014-030-010-00 SMALLEY, BEVERLY 6674 S PERE MARQUETTE HWY SUMMIT TOWNSHIP102349 014-018-034-16 SMITH, WILLIAM 5175 S BRYE RD SUMMIT TOWNSHIP101497 011-014-008-00 X SORENSEN DARYL 4722 S SCHWASS RD RIVERTON TOWNSHIP101497 011-015-008-30 X SORENSEN DARYL 4722 S SCHWASS RD RIVERTON TOWNSHIP101497 011-015-014-00 X SORENSEN DARYL 4837 S SCHWASS RD RIVERTON TOWNSHIP101498 011-014-006-00 X SORENSEN, DARYL & LAURA 4722 S SCHWASS RD RIVERTON TOWNSHIP101498 011-014-007-00 X SORENSEN, DARYL & LAURA 4722 S SCHWASS RD RIVERTON TOWNSHIP103100 011-024-022-00 SPLIT, DAVID & JILL RIVERTON TOWNSHIP101337 011-026-001-00 SPLIT, DAVID & JILL 842 W SIPPY RD RIVERTON TOWNSHIP102283 011-008-010-50 X SPRINGDALE FARMS VACANT RIVERTON TOWNSHIP No parcel address

102875 014-007-011-00 X ST JOHN, PAULA 3948 S PERE MARQUETTE HWY SUMMIT TOWNSHIP James Zwinger is deceased101753 011-014-014-00 X STAKENAS DAVID & CAROL 839 W MEISENHEIMER RD RIVERTON TOWNSHIP101753 011-023-001-00 X STAKENAS DAVID & CAROL 839 W MEISENHEIMER RD RIVERTON TOWNSHIP



November 10, 2010


101753 011-023-004-00 X STAKENAS, DAVID & CAROL VACANT RIVERTON TOWNSHIP No parcel address102896 014-007-024-00 STERNS, RICHARD & BARBARA 4720 W HAWLEY RD SUMMIT TOWNSHIP102382 014-019-013-00 STIRN, PETER & PAMELA VACANT SUMMIT TOWNSHIP No parcel address102072 011-022-008-00 STRAHAN, KAREN 5446 S STILES RD RIVERTON TOWNSHIP102072 011-022-013-00 STRAHAN, KAREN 5446 S STILES RD RIVERTON TOWNSHIP

102407 014-031-007-65 SUMMIT'S TRACE MINI STORAGE 7094 S PERE MARQUETTE HWY SUMMIT TOWNSHIP

102407 014-031-007-80 SUMMIT'S TRACE MINI STORAGE 7090 S PERE MARQUETTE HWY SUMMIT TOWNSHIP102234 011-016-007-00 X SWYGERT, CHARLES 3161 W HAWLEY RD RIVERTON TOWNSHIP102825 011-003-003-00 X THUROW, GREG & NADINE 2009 W CHAUVEZ RD RIVERTON TOWNSHIP

102876 011-013-003-00THUROW, GREG, NADINE,

CHRISTOPHER & STEPHANIE VACANT RIVERTON TOWNSHIP No parcel address102845 011-003-001-00 X THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-003-018-00 X THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-001-003-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-001-022-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-002-001-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-003-019-90 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-134-001-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-135-016-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-136-020-00 THUROW, ROBERT & DEEDRA 624 W CHAUVEZ RD RIVERTON TOWNSHIP102845 011-136-023-00 THUROW, ROBERT & DEEDRA 819 W CHAUVEZ RD RIVERTON TOWNSHIP

102846 004-007-006-00THUROW, ROBERT, DEEDRA, CHRISTOPHER & STEPHANIE 3782 S SCOTTVILLE EDIN TOWNSHIP

102846 004-007-007-01THUROW, ROBERT, DEEDRA, CHRISTOPHER & STEPHANIE VACANT EDIN TOWNSHIP No parcel address

102846 004-008-007-00THUROW, ROBERT, DEEDRA, CHRISTOPHER & STEPHANIE VACANT EDIN TOWNSHIP No parcel address

102846 004-008-009-00THUROW, ROBERT, DEEDRA, CHRISTOPHER & STEPHANIE 819 W CHAUVEZ RD EDIN TOWNSHIP

101065 011-035-001-00 TILES, JOHN & WINIFRED VACANT RIVERTON TOWNSHIP No Parcel Address

101066 011-025-004-00 TILES, KURT, MARVA, JOHN & WINIFRED 519 E SIPPY RD RIVERTON TOWNSHIP

101066 011-025-011-00 TILES, KURT, MARVA, JOHN & WINIFRED 519 E SIPPY RD RIVERTON TOWNSHIP102330 011-015-003-00 X TINSLEY, NANCY E 1883 W HAWLEY RD RIVERTON TOWNSHIP102832 011-003-009-10 TUCKER, RYAN & ERICA 2243 W CHAUVEZ RD RIVERTON TOWNSHIP102140 011-016-004-00 X TURK, MARK & MYRA 4565 S STILES RD RIVERTON TOWNSHIP102617 011-009-009-00 X VAN DYKE, RONALD & BEVERLY 2785 W KINNEY RD RIVERTON TOWNSHIP102471 011-017-008-00 X VAN NORTWICK THOMAS & JANICE 2860 W ANTHONY RD RIVERTON TOWNSHIP102471 011-017-011-00 X VAN NORTWICK THOMAS & JANICE 2860 W ANTHONY RD RIVERTON TOWNSHIP102472 011-021-013-00 X VAN NORTWICK THOMAS & JANICE VACANT RIVERTON TOWNSHIP No parcel address102472 011-021-014-00 X VAN NORTWICK THOMAS & JANICE 2860 W ANTHONY RD RIVERTON TOWNSHIP



November 10, 2010


102472 011-021-022-00 X VAN NORTWICK THOMAS & JANICE 2790 W ANTHONY RD RIVERTON TOWNSHIP102472 011-021-023-00 X VAN NORTWICK THOMAS & JANICE 2860 W ANTHONY RD RIVERTON TOWNSHIP102473 011-028-007-00 X VAN NORTWICK, JANICE 2860 W ANTHONY RD RIVERTON TOWNSHIP103097 011-021-022-10 X VANNORTWICK, TODD & REBECCA 2708 W ANTHONY RD RIVERTON TOWNSHIP Non Development102110 011-015-007-50 X VANVOLKENBURG, ALLEN & JUDY 4710 S STILES RD RIVERTON TOWNSHIP102566 011-028-006-80 X VARENHORST, MARK & HEIDI 2969 W ANTHONY RD RIVERTON TOWNSHIP102064 011-022-010-00 VELAT, RUSSELL & PAMELA 2131 W MEISENHEIMER RD RIVERTON TOWNSHIP102527 014-030-004-20 VIDAK, ALICE 6225 S BRYE RD SUMMIT TOWNSHIP102223 011-009-015-00 X WAGNER, JOHN & CINDY 3884 S MORTON RD RIVERTON TOWNSHIP X102101 011-015-016-00 X WALLS KARL & LAVINIA 5065 S SCHWASS RD RIVERTON TOWNSHIP102240 011-021-001-00 X WATERS FRANK JR & MARLENE 5205 S STILES RD RIVERTON TOWNSHIP

101764 011-017-004-00 X WRIGHT DAVID & SALLY 3553 W HAWLEY RD RIVERTON TOWNSHIP Fruit Tree Clause

101764 014-019-033-00 X WRIGHT DAVID L & SALLY J 3444 W DEREN RD SUMMIT TOWNSHIP Fruit Tree Clause

101763 014-019-006-00 XWRIGHT DAVID L & SALLY; INGRAHAM,

DUANE & BEVERLY 3444 W DEREN RD SUMMIT TOWNSHIP Fruit Tree Clause

101764 011-016-016-00 X WRIGHT, DAVID & SALLY 3444 W DEREN RD RIVERTON TOWNSHIP Fruit Tree Clause

101764 011-017-030-00 X WRIGHT, DAVID & SALLY 3444 W DEREN RD RIVERTON TOWNSHIP Fruit Tree Clause

101764 011-020-004-00 WRIGHT, DAVID & SALLY 3444 W DEREN RD RIVERTON TOWNSHIP Fruit Tree Clause




101764 011-021-011-00 WRIGHT, DAVID & SALLY 3444 W DEREN RD RIVERTON TOWNSHIP Fruit Tree Clause102881 011-004-004-10 YOUNG, KREG 2611 W CHAUVEZ RD RIVERTON TOWNSHIP



November 10, 2010


NOTES:"WP#" is the Consumers Energy easement number tracking ID."X" designation in Pooled Parcel column indicates that parcel is included as a Pooled Parcel in the Special Use Permit and is eligible for construction of permanent project facilities.

"Non Development" designation in Special Considerations column indicates that permanent facilities may not be constructed on the parcel.

If there is an entry in Special Considerations column, BOP EPC Contractor shall coordinate with Owner to understand restriction prior to design and construction of facilities on the parcel.

Amendment Outstanding column represents those parcels to be included in the "Pool" for Special Use Permit purposes which requires language indicating said parcels will forever be a part of the "Pool" so long as the Special Use Permit is in effect.


Exhibit A-5

*Intentionally Omitted*


Exhibit A-6 Project Site Aerial Surveys

CMS-M6 01.dwg CMS-M6 01_DTM.dwg CMS-M6 02.dwg CMS-M6 02_DTM.dwg CMS-M6 03.dwg CMS-M6 03_DTM.dwg CMS-M6 04.dwg CMS-M6 04_DTM.dwg CMS-M6 05.dwg CMS-M6 05_DTM.dwg CMS-M6 06.dwg CMS-M6 06_DTM.dwg CMS-M6 07.dwg CMS-M6 07_DTM.dwg CMS-M6 08.dwg CMS-M6 08_DTM.dwg CMS-M6 09.dwg CMS-M6 09_DTM.dwg CMS-M6 10.dwg CMS-M6 10_DTM.dwg CMS-M6 11.dwg CMS-M6 11_DTM.dwg CMS-M6 12.dwg CMS-M6 12_DTM.dwg CMS-M6 13.dwg CMS-M6 13_DTM.dwg CMS-M6 14.dwg CMS-M6 14_DTM.dwg CMS-M6 15.dwg CMS-M6 15_DTM.dwg CMS-M6 16.dwg CMS-M6 16_DTM.dwg CMS-M6 17.dwg CMS-M6 17_DTM.dwg CMS-M6 18.dwg CMS-M6 18_DTM.dwg CMS-M6 19.dwg CMS-M6 19_DTM.dwg CMS-M6 20.dwg CMS-M6 20_DTM.dwg CMS-M6 21.dwg CMS-M6 21_DTM.dwg CMS-M6 22.dwg CMS-M6 22_DTM.dwg CMS-M6 23.dwg CMS-M6 23_DTM.dwg CMS-M6 24.dwg CMS-M6 24_DTM.dwg CMS-M6 25.dwg CMS-M6 25_DTM.dwg CMS-M6 26.dwg CMS-M6 26_DTM.dwg CMS-M6 27.dwg CMS-M6 27_DTM.dwg CMS-M6 28.dwg CMS-M6 28_DTM.dwg CMS-M6 29.dwg CMS-M6 29_DTM.dwg CMS-M6 30.dwg CMS-M6 30_DTM.dwg CMS-M6 31.dwg CMS-M6 31_DTM.dwg CMS-M6 32.dwg CMS-M6 32_DTM.dwg CMS-M6 33.dwg CMS-M6 33_DTM.dwg CMS-M6 34.dwg CMS-M6 34_DTM.dwg CMS-M6 35.dwg CMS-M6 35_DTM.dwg CMS-M6 36.dwg CMS-M6 36_DTM.dwg CMS-M6 37.dwg CMS-M6 37_DTM.dwg CMS-M6 38.dwg CMS-M6 38_DTM.dwg Mason County DWG File Index.pdf


Exhibit A-7

Meteorological Tower Coordinates (Later) *Provided Post-Effective Date*


Exhibit A-8

Geotechnical Studies


Exhibit A-9

SCADA Diagram

Consumers Energy(Parnall East)

WTG Vendor Management (SCADA) System

Individual & Aggregated WTG, Met Tower, and Control Data

ElectricalMWMVARVoltsEtc.MechanicalTempsEtc.ControlMWMVAREtc.

TCP/IPFiber

MeteorologicalWind SpeedTemperatureHumidityBlade pitchEtc.

StatusOn/OffCondition (OK/Alarm)AvailabilityData Historian

(PI Server)WTG historical control/

alarm data

Vestas Firewall

VPN Appliance

Secure VPNTCP/IP

T1 (1.544 Mbps)

Consumers Energy Corporate Systems

Substation Data Concentrator

IED Data/Status/Control Points (e.g., substation relays, cap bank control, LTC, meters, alarms, etc.). Possible interface to WTG SCADA.

Firewall / VPN Appliance

WTG Vendor Central Office

Remote WTG SCADA Connectivity During Commissioning and Warranty Period

Local Data Network (Router, Switches, etc.)

Local HMI Monitors(office area)

Substation RTU

Total SupplyMWMVARTotal CAP Avail – MW/MVAR

Consumers Energy Corporate Data Network

(Routers, Switches, etc.)

Frame RelayDNP Serial


Secure VPNTCP/IP

T1 (1.544 Mbps)

CE Energy Management System

WTGs and Met Towers

TCP/IP

TCP/IP

TCP/IP

TCP/IP

DNP Serial

Lake Winds Energy ParkConceptual SCADA Diagram


TCP/IP

This document contains Confidential Information. Do Not Copy any portion without written permission from Consumers Energy Company.

SAP Interface(Implementation Uncertain)

O&M WTG Service Tech Portable Handhelds

Workstation

ES&T JacksonWTG HMI

NOT FOR CONSTRUCTIONRev. 5


(if necessary)

(if necessary)

TCP/IPFiberLocal WTG HMI Monitor

TCP/IP

TCP/IP

Frame RelaySerialSCADA from Substation RTU

Total supplyMWMVARTotal CAP Avail – MW/MVARN availableN online

Alarms

Control DataDispatch SetpointAGC StatusMandatory Control

MISO(Midwest

Independent System Operator)

TCP/IP

System Control HMICurrent Monitoring

System

TCP/IP

Consumers EnergyDR/BC


Consumers Energy Corporate Data Network

(Routers, Switches, etc.)

CE Energy Management System

DR/BCWTG HMI

TCP/IP

TCP/IP

SCADA from Substation RTU

Total supplyMWMVARTotal CAP Avail – MW/MVARN availableN online

Alarms

Control DataDispatch SetpointAGC StatusMandatory Control

TCP/IP

DR/BC EMS HMI

TCP/IP

DR Switch

DR Switch

DR Switch

ES&T JacksonEMS HMI

TCP/IP

TCP/IP

ConsumersEnergy Firewall

VPN Appliance

TCP/IP

DNP Serial

Collector Substation Control Building

Lake Winds Energy Park Conceptual SCADA including Departmental Duties & Responsibilities

WTG Vendor SCADA System: The WTG Vendor SCADA System Server will be located in a secure room inside the WTG Vendor’s Local Support Building. The WTG Vendor SCADA System is very similar to and can be compared to a DCS Control System in a CE Generating Facility. The WTG Vendor SCADA System Server collects data and allows for interfacing with each of the individual WTGs, Existing MET Towers (if determined existing MET Towers will be rerouted to the WTG SCADA System), new MET Towers (if new MET Towers will be required) and the Collector Substation. The WTG Vendor SCADA System Server then allows for 3rd Party Interfacing for remote monitoring and control. Each of the 3rd Party Interfaces which need to occur are described below. The best means of communication interface with each of the 3rd Parties will need to be discussed with the WTG Vendor once a WTG Supplier is selected as each of the Suppliers Systems seem to communicate in different ways (TCP/IP,DNP3 etc.). The WTG Vendor SCADA & Control System will be maintained by the Lake Winds Energy Park Lab Technician who will be specifically trained on the Vendor’s SCADA System and permanently assigned to the Lake Winds Energy Park Headquarters. Annual software maintenance and updates on the Vendors Systems will be accomplished through the Vendor and this Lab Technician.

WTG Vendor Central Office: During WTG Warranty period the WTG Vendor will have access to monitor the entire wind farm and provide troubleshooting support to WTG Service Technicians. All WTG operations (MW, MVARs, System Voltage, Frequency control, Start/Stop/Lockout of individual WTGs) will be requested through ES&T (3rd Floor Parnall, Jackson) who will be responsible for performing these operations (This will require further discussion based on the WTG Warranty requirements).

CE Energy Management System (Parnall East, Jackson): This current monitoring system will need to interface with the WTG Vendor SCADA System in order to extract the required data and distribute the data to the appropriate areas (ES&T, DR, System Control) within CE. The data that needs to be extracted and CONTROL interfaces that need to occur are but are not limited to the following: All data & controls from the Collector Substation that will be routed into the WTG Vendor Server, Total MW output and CONTROL, Total MVARS output and CONTROL, Frequency, Voltage (34.5 & 138 kv), and a Common WTG Station Alarm.

ES&T (3rd Floor Parnall Jackson) WTG Human Interface (HMI) Workstation: From this WTG HMI, ES&T will be able to monitor all aspects of the entire wind farm. This will include such things as individual WTG status, equipment status and individual WTG alarms. ES&T will also be able to Control the output (Total MWs, MVARs, System Voltage, Frequency control, Start/Stop/Lockout of individual WTGs) from the entire wind farm through this WTG HMI similar to the way they currently perform using AGC for the Fossil plants and Peakers. In the event of an individual WTG alarm, ES&T will be able to view the alarm on this WTG HMI and then perform one or more of the following actions: Acknowledge the alarm, remove the individual WTG from service if warranted, contact Lake Winds Supervisor or On-Call supervisor to immediately dispatch a General WTG Service Worker if warranted or if not warranted wait until the following business day to contact Lake Winds Supervisor or On-Call supervisor and dispatch a General WTG Service Worker during normal business hours (This will require additional discussions since this will become purely a Business Decision).

ES&T (3rd Floor Parnall Jackson) Current Energy Management System HMI: The following data and WTG controls will need to be routed from the WTG Vendor SCADA system server through CE’s Current Energy Management System and incorporated into ES&T’s Current Energy Management System HMI: Total MW output and CONTROL, Total MVARS output and CONTROL, Frequency, Voltage (138 kv), Common WTG Station Alarm (When this alarm is received then ES&T will need to look at the WTG HMI to view and acknowledge the individual WTG alarm). Through this ES&T Current Energy Management System HMI, ES&T will need to be able to CONTROL the Total MW output and MVAR output from the entire wind farm similar to the way they currently perform using AGC for the Fossil plants and Peakers using MISOs LMP Market price to control the Total MW output of the plant (This means of Control will become the primary means of control).

DR/BC WTG Human Interface (HMI) Workstation: From this WTG HMI, DR Battle Creek will be able to perform all the same function as described above in the ES&T (3rd Floor Parnall Jackson) WTG HMI and is a backup to ES&T (3rd Floor Parnall Jackson).

DR/BC Current Energy Management System: All of the data and WTG controls as described above in ES&T (3rd Floor Parnall Jackson) Current Energy Management System HMI will need to be incorporated into DR/BC Current Energy Management System and is a backup to ES&T (3rd Floor Parnall Jackson).

System Control Center (SCCS, SCCW, etc.) Current Monitoring System: The following data and substation controls will need to be routed from the WTG Vendor SCADA system server and from the Collector Substation through CE’s Current Energy Management System which will need to be incorporated into the appropriate System Controls Current Monitoring System: All data & controls from the Collector Substation that will be routed into the WTG Vendor Server, All data & controls being directly routed from the Collector Substation, Total MW output, Total MVARS output, Frequency, Voltage (34.5 & 138 kv).

Collector Substation SCADA System: This SCADA System will be a typical extension of the already existing state-wide SCADA system and be designed based on CE's Standard Generator-Interconnect Substation SCADA interfaces. This RTU-based interface will function as the primary connection for SCADA and Automatic Generator Control (AGC) between the existing CE SCADA system having a "Master" station at Parnall East, Jackson, an RTU (configured by SE&P-I&C) at the substation, and connected to the WTG Vendor SCADA System Server. This means of communication needs to absolutely be DNP-Serial. As such, this interface will not only serve to provide substation SCADA functionality but also aggregated Windfarm SCADA and AGC, in a fashion virtually identical to that done at all other Consumer Energy generation facilities and system-connected IPPs. This functionality shall include but are not limited to the following: substation relays, breaker position & CONTROLS, Total MW generated, Total MVARS generated, MW and MVAR Windfarm demand setpoints, generation capacity limits/derates (gross available generation), ramp-rate capability, general windfarm alarm, Substation Alarms, Voltage (34.5 & 138 kv). All system maintenance on the Collector Substation Systems, including the SCADA/AGC interface will be accomplished following the current CE protocols and departments such as Elec Lab. Scheduling of testing and maintenance will need to be incorporated into CE’s current scheduling system.

Substation Control Building: These workstations will be utilized by the Lake Winds Energy Park O&M General WTG Service Workers & Lab Technician to daily monitor and control the overall operation of the wind farm. From these workstations the employees will also be able to remove individual WTGs from service for routine preventative maintenance or troubleshooting and repair (These activities must be communicated with ES&T).

CE SAP Interface: This is an optional interface with the WTG Vendor SCADA System Server and at this time uncertain how this is going to be accomplished or if it can be done. What is believed to be the original concept is that in the event of an alarm or equipment malfunction the Vendor SCADA System will interface with the CE SAP system to create a work order that can be used to plan the General WTG Service Workers daily work. Once the work order is created the General WTG Service Workers will use Portable Handheld to display and close out the work orders upon completion. These Portable Handhelds will also be used by the Service Workers to enter their timesheets as well as other Employee Self Services in SAP.


Exhibit A-10 SCADA Points List

Group Parameter Turb

ine

Vend

or

Ow

ner

Pow

er P

urch

aser

Inte

rcon

nect

ion

Util

ity

RTO

/ISO

Interconnect Data Interconnect MWatts x x x xInterconnect Data Interconnect MVARs x x x xInterconnect Data Interconnect Power Factor x x x xInterconnect Data Interconnect Bus A-Phase Voltage x x x xInterconnect Data Interconnect Bus B-Phase Voltage x x x xInterconnect Data Interconnect Bus C-Phase Voltage x x x xInterconnect Data Interconnect A-Phase Amps x x x xInterconnect Data Interconnect B-Phase Amps x x x xInterconnect Data Interconnect C-Phase Amps x x x xInterconnect Data Interconnect Net KWH In x x xInterconnect Data Interconnect Net KWH Out x x xInterconnect Data Interconnect Net KVARH In x x xInterconnect Data Interconnect Net KVARH Out x x xPer Substation Transformer Data Transformer MWatts x xPer Substation Transformer Data Transformer MVARs x xPer Substation Transformer Data Transformer Power Factor x xPer Substation Transformer Data Transformer Bus A-Phase Voltage x xPer Substation Transformer Data Transformer Bus B-Phase Voltage x xPer Substation Transformer Data Transformer Bus C-Phase Voltage x xPer Substation Transformer Data Transformer A-Phase Amps x xPer Substation Transformer Data Transformer B-Phase Amps x xPer Substation Transformer Data Transformer C-Phase Amps x xPer Substation Transformer Data Transformer Net KWH In x xPer Substation Transformer Data Transformer Net KWH Out x xPer Substation Transformer Data Transformer Net KVARH In x xPer Substation Transformer Data Transformer Net KVARH Out x xPer Substation Transformer Data Transformer LTC Position x xPer Substation Transformer Data Transformer Alarms x xSubstation Data Switch Open - All Motorized Switches x xSubstation Data Switch Closed - All Motorized Switches x xSubstation Data Switch Local/Remote - All Motorized Switches x xSubstation Data Transmission Breakers Status x x x xSubstation Data Transmission Breakers Alarms x x x xSubstation Data Protection Relays - Trip Target x x x xSubstation Data Protection Relays - Relay Health Alarm x xSubstation Data Protection Relays - Communication Alarm x xSubstation Data Protection Relays - Loss of Potential x xCapacitor Bank Data Cap Bank A-Phase AmpsCapacitor Bank Data Cap Bank B-Phase AmpsCapacitor Bank Data Cap Bank C-Phase AmpsCapacitor Bank Data Cap Bank MWattsCapacitor Bank Data Cap Bank MVARs

EXHIBIT A-10SCADA Points Sample Template

Off Taker

Page 1 of 2Final

July 23, 2010

Group Parameter Turb

ine

Vend

or

Ow

ner

Pow

er P

urch

aser

Inte

rcon

nect

ion

Util

ity

RTO

/ISO

EXHIBIT A-10SCADA Points Sample Template

Off Taker

Capacitor Bank Data Capacitor Bank Breaker 52A StatusCapacitor Bank Data Capacitor Bank Breaker Local/RemoteCapacitor Bank Data Capacitor Bank Breaker Relay Alarm (EN LED)Capacitor Bank Data Capacitor Breaker Relay Loss of PotentialCapacitor Bank Data Capacitor Bank Breaker Relay Communication AlarmCapacitor Bank Data Capacitor Bank Breaker - TRIP TargetCapacitor Bank Data Capacitor Step StatusCapacitor Bank Data Station Battery Charger Alarm x x x xCapacitor Bank Data Summary Relay Failure Alarm x x x xPer Collector Circuit Data Circuit A-Phase Amps x xPer Collector Circuit Data Circuit B-Phase Amps x xPer Collector Circuit Data Circuit C-Phase Amps x xPer Collector Circuit Data Circuit MWatts x xPer Collector Circuit Data Circuit MVARs x xPer Collector Circuit Data Collector Breaker - Status x xPer Collector Circuit Data Collector Breaker - Local/Remote x xPer Collector Circuit Data Collector Breaker - Relay Alarm x xPer Collector Circuit Data Collector Breaker - Relay Loss of Potential xPer Collector Circuit Data Collector Breaker - Relay Communication Alarm xPer Collector Circuit Data Collector Breaker -Trip Target xGeneral Data Total Turbines Available x xGeneral Data Total Turbines Running x xGeneral Data MET Station Instantaneous Wind Speed x xGeneral Data MET Station Average Wind Speed x xGeneral Data MET Station Wind Direction x x xGeneral Data MET Station Barometric Pressure x xGeneral Data MET Station Temperature x x

Page 2 of 2Final

July 23, 2010


Exhibit A-11

Collection Substation One-Line Diagram


Exhibit A-12

Substation General Arrangement Plan


Exhibit A-13

Substation Structural Elevation


Exhibit A-14

Standard HVD Control House Electrical Layout

JAHYDEN

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DRAWING NO. SHEET REV.

DR.

CK.

APP.

APP.

APP.

SECTION HEAD

DIVISION HEAD

DEPARTMENT HEAD

DATE

DRAWING NO. REFERENCE DRAWINGS REV DATE DESCRIPTION BY APP

SUBSTATION

CONTROL HOUSE

CABLE TRAY SUPPORT LAYOUT EXPANSION LEFT

NONE

PLAN VIEW

B

B

SECTION A-A(TYPICAL)

4�

20’-0

CABLE RISER

CEILING LINE

SWITCHBOARD PANEL

HOUSE FLOOR

C

C

SECTION C-C(TYPICAL)

RISER

CABLE

(TYP)(TYP)

(TYP)

�X1� BOLTS

L2�X2X�

C3X4.1

8’-

6 S4X7.7

PL�X3

8

(TYP)

SECTION B-B

14’-

63’-

0

3’-0 7’-10

40’-0

29’-2

20’-

0

3’-0

2’-4

14’-

0

3’-1�10"

2’-

66’-3�

6’-

0

6’-8

4�

20’-020’-0 CL

9’-2�

6’-6

10’-

010’-

0

CL

6’-6�

7’-

10

6’-

85’-

6

14’-0

A

A

7’-9 12’-6�

4�7’-5�6’-85’-1�

RS #

CONTROL HOUSE BUILDING LAYOUT

STEEL DETAILS

CONTROL HOUSE ELECTRICAL LAYOUT

20’x40’ CONTROL HOUSE

D S F 2 5 3 4 0 0 7

ASSY C T S 2 5 3 4 0 0 7

O01082

O06182

O05165

O01082

O06182

O05165

O01082

304-01

304-01

304-02304-02

304-02

304-02

FIELD AS REQUIRED

SLOT IN CHANNEL IN

ADJUST 304-02 ALONG

304-01

304-03304-03

304-03 304-03

10’-6

ConsumersEnergy

JAH 05/06/10I

WO

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DRAWING NO. SHEET REV.

DRAWING NO. REFERENCE DRAWINGS REV DATE DESCRIPTION BY APP

1/4" = 1’-0

SUBSTATION

CONTROL HOUSE

ELEV "D-D"

ELEV "E-E"

PLAN "A-A"

ELEV "B-B"

ELEV "C-C"

C C

D

D

B

E

B

E

SHIPPING NOTE

DAMAGE IS MINIMIZED DURING LOADING,

ALL MATERIAL SHALL BE PACKAGED SUCH THAT

ADEQUACY OF THE PACKING MATERIAL AND

CONSIDERATION SHOULD BE GIVEN TO THE

SHIPPING & UNLOADING OPERATIONS. DUE

OVER AN EXTENDED PERIOD OF TIME

TECHNIQUE WHEN EXPOSED TO NATURAL ELEMENTS

DESIGN SPECIFICATIONS

MATERIAL SPECIFICATIONS

BUILDING TO BE FURNISHED WITH THE FOLLOWING:

1. 16" WIDE PANELS WITH 3" RIBS.

2. PAINTED, GALVANIZED METAL PANEL CEILING COLOR "WHITE".

VERTICAL LIVE LOAD

BUILDING TO BE DESIGNED FOR 20 PSF WIND LOAD AND 40 PSF

14’-

63’-

0

3’-0 7’-10

40’-0

29’-2

20’-

0

ADJUSTABLE RIDGE VENTILATOR

3’-0 7’-1029’-2

40’-0

3’-0 x 7’-0 DOOR

3’-0 x 7’-0 DOOR

40’-0

30’-63’-0

CEILING LINE

20’-0

EXHAUST FAN

SEE NOTE 15

GABLE VENT

SEE NOTE 9

1’-0

12 12

2 2

GABLE VENT

SEE NOTE 9

3’-0 x 7’-0 DOOR

20’-0

3’-0

3’-0

2’-4

14’-

0

NOTE 13

DOOR SEE

INTERIOR

SEE NOTE 12

PARTITIONS

INTERIOR

PLAIN SIDE

12

2

12

2

3’-1�10"

(ONE IN EACH GABLE).

9. TWO (2) ADJUSTABLE LOUVERED GABLE VENTS OR EQUAL

FROM THE OUTSIDE OF THE BUILDING. (SEE NOTE 16)

AND TWO (2) DOORS TO BE LEFT HAND HINGED AS OBSERVED

12. APPROXIMATLY 20’-0 OF NON-INSULATED INTERIOR PARTITIONS

INCLUDING BASE AND CEILING TRIM.

13. ONE (1) 2’-4 WIDE X 7’-0 HIGH X 1�" #20 GA MINIMUM

COMMERCIAL, OUTSWING, INTERIOR METAL DOOR WITH

FIXED LOUVERS IN BOTTOM PANEL AND LEFT HAND

HINGES AS OBSERVED FROM PLAIN SIDE OF PARTITION.

14. INTERIOR DOOR TO BE FURNISHED WITH PASSAGE SET

WITHOUT KEY, KNOB LOCKS AND THRESHOLD.

2’-

6

6’-3�

6’-

0

6’-8

4�

20’-020’-0 CL

30’-6 6’-6

10’-

010’-

0

CL

6’-6

13’-46’-8

14’-62’-6

1’-2

DR.

CK.

APP.

APP.

APP.

SECTION HEAD

DIVISION HEAD

DEPARTMENT HEAD

DATE

RS #

EXPANSION LEFT

SEE NOTE 8 SEE NOTE 4

ROOF PANELS

SEE NOTE 10

SEE NOTE 10

SEE NOTE 10

SIDES WITH CORROSION RESISTANT ALUMINUM ZINC ALLOY. (GALVALUMA)

4. ROOF PANELS TO BE MINIMUM 24 GAGE STEEL COATED ON BOTH

5. 3" FRICTION FIBERGLASS INSULATION FOR EXTERIOR WALLS AND 6"

FRICTION FIBERGLASS INSULATION FOR CEILING.

FOR EACH SIDE OF BUILDING.

6. GUTTERS, DOWNSPOUTS, BOTTOM BOOTS AND RUNOFF EXTENSIONS

8. TWO (2) 4" THROAT X 10’-0 LONG ADJUSTABLE RIDGE VENTILATORS

FIXED IN THE OPEN POSITION.

METAL DOORS. ONE (1) DOOR TO BE RIGHT HAND HINGED

COMMERCIAL STANDARD CLEAR GLAZED OUTSWING EXTERIOR

THREE (3) 3’-0 WIDE X 7’-0 HIGH X 1�" #20 GA MINIMUM10.

CONTROL HOUSE ELECTRICAL LAYOUT

CABLE TRAY SUPPORT LAYOUT

FOUNDATION DETAIL

BUILDING LAYOUT

CONTROL HOUSE

D S F 2 5 3 4 0 0 8

ASSY C C H 2 5 3 4 0 0 8

F200C718A

COLOR "WHITE".

3. INSULATED, PAINTED METAL INTERIOR LOCK-IN WALL LINER PANELS,

7. ANCHOR BOLTS, �" DIA. STD. DRILL IN TYPE OR EQUAL (BY CONSUMERS).

11. EXTERIOR DOOR TO BE FURNISHED WITH WEATHERSTRIPPING,

THRESHOLD AND RIM TYPE CROSSBAR PANIC DEVICE PER

ANSI A156.3 TYPE 1, GRADE 1, FUNCTION 05 AND HYDRAULIC

ACCESSABILITY REQUIREMENTS.

FORCE & HYDRAULIC BACK CHECK FOR DOORS TO MEET

SURFACE APPLIED DOOR CLOSER WITH ADJUSTABLE SPRING

ITEM M68930 20’X40’ CONTROL HOUSE

"ROMAN BRONZE" AND TRIM "ARCTIC WHITE".

EXTERIOR SIDEWALLS "LAUREL GREEN". DOORS

PARKLINE:

16. SHOP PAINT: FOLLOWING COLORS OR EQUAL:

"TAN" AND TRIM "POLAR WHITE".

EXTERIOR SIDEWALLS "MIST GREEN". DOORS

RELIABLE:

ConsumersEnergy

IN WALL APPROX. 1’-0 BELOW CEILING.

AND AUTOMATIC MOTOR OPERATED WEATHERPROOF LOUVERS. FAN TO BE LOCATED

WITH 120V, 60 CYCLE, SINGLE PHASE MOTOR (GREENHECK SE1-10-440-D OR EQUAL)

15. ONE (1) EXHAUST FAN RATED AT APPROX. 1000 CFM @ 0 STATIC PRESSURE

WO

JJ - JAH 05-06-10

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Exhibit B-2 Selected Portions of Substation

Transformer Specifications


Exhibit C List of Owner Permits and Contractor Permits

Page 1 of 3 FINAL

Item # Level Permitting Authority Permit / Approval Complete Status Responsible Party (2)

1 Federal FAANotice of Proposed

Construction or Alteration, Form 7460-1

No

In process. Determination of No

Hazard (DNH) issued for all turbine locations. To

be obtained for meteorological towers.

Owner

2 Federal FAANotice of Actual Construction or

Alteration, Form 7460-2No

Contractor responsible for notifying Owner within

24 hours of when construction on each

turbine/met tower reaches its greatest

height so proper documentation can be submitted by Owner to

FAA.

Owner

3 State MDOT-Bureau of Aeronautics Tall Structures Permit No

In process. MAC approval pending Mason

County Airport Zoning Variances.

Owner

4 Local Mason County Building & Zoning

Airport Zoning Permits / Variance No

In process. Variance applications submitted to

Mason County.Owner

5 State DNRE-WDNPDES Storm Water

Permit: Notice of Coverage

No

Not Initiated - NOC will be submitted prior to

commencing construction in

accordance with MDNRE requirements.

Owner

6 Federal US Fish & Wildlife Service

Threatened & Endangered Species

AssessmentNo In process Owner

7 State DNRE-Wildlife Division

Threatened & Endangered Species

AssessmentNo In process Owner

8 State/County/Township

Michigan Department of Agriculture (if

appropriate)

Farmland and Open Space Preservation

ProgramNo Not Initiated Owner

9 StateMichigan State

Historic Preservation Office (SHPO)

National Historic Preservation Act of 1966, Section 106

(Compliance only--not a permit)

Yes

Phase I Historical and Archaeological review conducted on project

area. Owner to perform excavation observation

for historical/ archaeological artifacts.

Owner

10 State/County MDOT / Mason County

Oversize/Overweight Load Transport Permit No Not Initiated

Turbine Supplier orContractor as appropriate for

situation (1)

11 Mason County Planning CommissionLand Use Permit

Application/Site Plan Review

No Not Initiated Owner

EXHIBIT CLIST OF OWNER PERMITS AND CONTRACTOR PERMITS

Page 2 of 3 FINAL



12 Mason County Building Department Building Permits No Not Initiated Owner

13 State MDNRE - LWMD

Part 301/303 Inland Lakes and

Streams/Wetlands Permit

No Not Initiated Owner

14 Mason County Road CommissionAccess Road Construction/

CrossingNo Not Initiated Contractor

15 Mason County Road CommissionRoad Use Agreement, and any bonds or other

necessary arrangements

No Not Initiated

Owner (to the extent applicable to public roads and highways

inside the Project Site excluding Project Site

boundary roads) or Contractor (to the

extent applicable to public roads and highways on or

outside Project Site boundaries)

16 State MDOT State Trunkline Right-of-Way (1) No Not Initiated

Turbine Supplier orContractor as appropriate for

situation (1)

17 Other UtilitiesPermanent

Underground Gas Line Crossings

No Not Initiated Contractor

18 Other Utilities

Permanent Underground Utility

Crossing by Underground Cable


19 Other Utilities

Temporary power outages and utility drops

necessary for construction


20 County Mason County Building & Zoning

Soil Erosion & Sedimentation Control

PermitNo Not Initiated Owner

21 Other TBD

Necessary construction licenses, construction permits and waivers, and occupational and professional licenses,

necessary for performance and timely completion of the work, not specifically provided

by Owner


Page 3 of 3 FINAL



22 StateDepartment of Energy,

Labor & Economic Growth

Elevator / Service Lift Permits (including both

Elevator Installation Permits and Certificates

of Operation)


23 Other Utilities OH Transmission Line ROW Crossings No Not Initiated Owner

Notes:

(2) Contractor to supply design details as necessary for Owner to apply for and obtain permits in cases where Owner is listed as responsible party.

(1) Oversize/overweight load permits to be obtained prior to oversize load deliveries. To be obtained by the Contractor or Turbine Supplier for vehicles under their responsibility.


Exhibit D

Interconnection Requirements

MICHIGAN ELECTRIC UTILITY

Generator Interconnection Requirements

Projects with Aggregate Generator Output

Of 2 MW or More

IINNTTRROODDUUCCTTIIOONN

This Generator Interconnection Requirements document outlines the process, requirements, and agreements used to install or modify generation projects with aggregate generator output capacity ratings of 2 MW or more, and designed to operate in parallel with the Utility electric system. Technical requirements (data, equipment, relaying, telemetry, metering) are defined according to the size and type of generation, location of the interconnection, and mode of operation (Flow-back or Non-Flow-back). The process is designed to provide an expeditious interconnection to the Utility electric system that is both safe and reliable. Interconnection requests desiring to connect to the area’s transmission system should be directed to the appropriate transmission provider. This document has been filed with the Michigan Public Service Commission (MPSC) and complies with rules established for the interconnection of parallel generation to the Utility electric system in the MPSC Order in Case No. U-13745. The term “Project” will be used throughout this document to refer to a merchant plant and other electric generating equipment and associated facilities that are not owned or operated by an electric utility. The term “Project Developer” means a person that owns, operates, or proposes to construct, own, or operate, a Project. This document does not address other Project concerns such as environmental permitting, local ordinances, or fuel supply. Nor does it address agreements that may be required with the Utility and/or the transmission provider, or state or federal licensing, to market the Project’s energy. An interconnection request does not constitute a request for transmission service. It may be possible for the Utility to adjust requirements stated herein on a case-by-case basis. The review necessary to support such adjustments, however, may be extensive and interfere with study fees and the project schedule established by the MPSC and addressed in these requirements. Therefore, if requested by the Project Developer, adjustments to these requirements will only be considered if the Project Developer agrees in advance to compensate the Utility for the added costs of the necessary additional reviews and to also allow the Utility additional time for the additional reviews. The Utility may apply for waiver from one or more provisions of these rules and the MPSC may grant a waiver upon a showing of good cause.

Balance of Plant EPC Agreement USA

Documents

payment of contract

payment terms

construction agreement

white construction

construction liens

contractor obligations

payment of change orders

inspection right of