1. Scope of Agreement: This agreement is intended to provide for the safe and orderly

interconnection and operation of the Member’s small power generation system more

fully described in the attached Exhibit A (“Generation Facility”) and the electrical

distribution facilities owned and operated by the Cooperative. This Agreement does

not supersede and requirements of any of the Cooperative’s Articles of Consolidation,

By-Laws, applicable rate schedules, rules and regulations as the same may be amended

from time to time by the Cooperative (the “Rules”) and which shall be controlling in

the event of a conflict between this Agreement and such Rules.

2. Establishment of Point of Interconnection: The point where the electric energy first

leaves the wires or facilities owned by the Cooperative and enters the wires or facilities

provided by the Member is the “Point of Interconnection.” The Cooperative and

Member agree to interconnect the Generation Facility at the Point of Interconnection

in accordance with the Cooperative’s Rules which are incorporated herein by reference

and the Technical Specifications set forth herein.

3. Technical Specifications: The Generation Facility and all interconnection work shall,

at all times, comply with and be operated and maintained in accordance with the

following:

    i. National Electric Safety Codes

    ii. National Electric Codes

    iii. IEEE 1547 Standards

    iv. Underwriters Laboratory (UL) 1741 Standards

    v. Applicable manufacturer’s recommended maintenance schedule

    vi. Standard prudent engineering practices

    vii. Any other applicable National, State, and local codes and ordinances.

4. Responsibilities of Cooperative and Member for Installation, Operation and

Maintenance of Facilities: The Member will, at the Member’s own expense, install,

operate, maintain, repair, inspect, and be fully responsible for the Generation Facility,

unless otherwise specified in Exhibit A. Member shall conduct operations of the

Generation Facility in compliance with the Technical Specifications set forth herein

and in accordance with industry standard prudent engineering practices. Maintenance

of the Generation Facility shall be performed in accordance with the applicable

manufacturers’ recommended maintenance schedule and procedures. An automatic

disconnect device must be installed between the generator unit and the interconnect

point. The disconnecting device shall have a visible open gap when in the open position

and be capable of being locked in the open position. A manual disconnection device

will also be required in a UL approved disconnect box not to exceed twelve (12) feet

from the Member’s electric meter on the same side of the structure which the

Cooperative personnel will have access to at any given time. The cost and maintenance

of the disconnect devices shall reside with the Member. Member shall also adhere to

all building codes in the county of which the Generation Facility is located including

obtaining the proper building permit (s). The Member shall advise the Cooperative

prior to making any revisions to the Member’s Generation Facility, the control system

or the interface between the two power systems after the installation. Any such revision

must be acceptable to the Cooperative.

5. Suspension of Interconnection: Interconnection of Member’s Generation Facility to

the Cooperative’s electric distribution system shall not compromise or damage the

Cooperative’s electric distribution system or violate its protection or operational

requirements. The operation of the Member’s Generation Facility and interconnection

facilities and the quality of electric energy supplied by the Member to the Cooperative

shall meet the standards as specified by the Technical Specifications set forth herein.

If the operation of the Member’s Generation Facility or quality of electric energy

supplied (in the case of power export) does not meet the standards as specified, then

the Cooperative will notify the Member to take reasonable and expedient corrective

action. The Cooperative shall have the right to disconnect the Member’s Generation

Facility until compliance is reasonably demonstrated. The Cooperative may, in its sole

discretion, disconnect the Member’s Generation Facility from the Cooperative’s

distribution system without notice if the operation of the Generation Facility imposes

a threat, in the Cooperative’s sole judgment, of property damage or bodily injury or

damage to the Cooperative’s distribution system .

6. Access: The Cooperative shall have access at reasonable times to the Generation

Facility whether before, during, or after the time the Generation Facility facilities first

produce energy, to perform reasonable on-site inspections to verify that the installation

and operation of the Generation Facility complies with the requirements of this

Agreement and to verify proper installation and continuing safe operation of the

Generation Facility. The Cooperative shall also have at all times immediate access to

breakers or any other equipment that will isolate the Generation Facility from the

Cooperative’s electric system. The cost of such inspection(s) shall be at the

Cooperative’s expense; however, the Cooperative shall not be responsible for any other

cost the Member may incur as a result of such inspection(s). The Cooperative assumes

no liability in the event it exercises its rights under this Section and nothing in this

Agreement shall create or impose a duty or any obligation on the Cooperative to access

the Member’s premises or inspect the Generation Facility.

7. Liability and Indemnification: The Member shall assume all liability for and shall

indemnify the Cooperative for any claims, losses, costs, and expenses of any kind or

character to the extent that they result from the Member’s negligence or other wrongful

conduct in connection with the design, construction, or operation of the Member’s

facility.

8. Cooperative’s Limited Liability: With respect to the Cooperative’s interconnection

of Member’s Generation Facility and any equipment and services provided by the

Cooperative pursuant to this Agreement, the Cooperative’s liability shall be limited to

claims, losses, costs and expenses that result from the Cooperative’s gross negligence

or other willful misconduct, shown by clear and convincing evidence, in connection

with the operation or maintenance of its electric distribution system.

9. Insurance: The Member, at the Member’s own expense, shall secure and maintain in

effect while interconnected to the Cooperative’s distribution system Comprehensive

General Commercial Liability Insurance insuring the Member’s indemnification

obligations under Section 6 above, and bodily injury, death, and property damage with

a combined single limit for bodily injury and property damage of not less than

$500,000.00 for each occurrence.

10. Maintenance Outages: Maintenance outages will occasionally be required on the

Cooperative’s distribution system and the Cooperative will provide as much notice and

planning as practical to minimize downtime. It is agreed that in some emergency cases

such notice may not be practical. Compensation will not be made for unavailability of

Cooperative’s distribution facilities due to distribution system outages.

11. Effective Term and Termination Rights: this agreement shall be effective for at least

twelve (12) months upon execution by both Parties and shall continue in full force and

effect so long as the Member’s Generation Facility is interconnected to the

Cooperative’s electric distribution system. This agreement may be amended by the

Cooperative without the consent of the Member upon 30 days prior written notice to

the Member. This agreement shall terminate on the date that the Member permanently

de-installs its interconnection of its Generation Facility with the Cooperative’s system

and provides notice thereof to the Cooperative provided, however, any obligation

contained herein which would naturally survive the termination of this agreement,

including but not limited to the Member’s indemnification obligations under Section 7,

shall survive the termination of this Agreement. This Agreement may also be

terminated as follows: (a) Cooperative may terminate upon failure by the Member to

generate energy from the Generation Facility and deliver such energy to the

Cooperative within six (6) months after completion of the interconnection; (b)

Cooperative may terminate this Agreement by giving the Member at least thirty (30)

days prior written notice that the other Party is in default of any of the Technical

Specifications set forth herein or any other terms and conditions of the Agreement or

the Rules or any rate schedule, tariff, regulation, contract, or policy of the Cooperative,

so long as the notice specifies the basis for termination and the default is not cured

within such thirty (30) day period; (c) Cooperative may terminate by giving the

Member at least sixty (60) days notice in the event that there is a material change in an

applicable law, or any requirement of the Cooperative’s wholesale power supplier or

of any transmission utility, independent system operator or regional transmission

organization having responsibility for the operation of any part of the Cooperative’s

distribution system.

12. Assignment: At any time during this Agreement, the Member may assign this

Agreement to a corporation, an entity with limited liability or an individual (the

“Assignee”) to whom the Member transfers ownership of the Generation Facility;

provided that the Member obtains the consent of the Cooperative in advance of this

assignment. The Cooperative’s consent will be based on a determination that the

Assignee is financially and technically capable to assume ownership and/or operation

of the Generation Facility. The company or individual to which this assignment will

be responsible for the proper operation and maintenance of the Generation Facility, and

must agree in writing to be subject to all provisions of this Agreement.

13. Notices: Notices given under this Agreement are deemed to have been duly delivered

if hand delivered or sent by United States certified mail, return receipt

15. Force Majeure: For purposes of this Agreement, the term “Force Majeure” means

any cause or event not reasonably within the control of the Party claiming Force

Majeure, including, but not limited to, the following: acts of God, strikes, lockouts, or

other industrial disturbances; acts of public enemies; orders or permits or the absence

of the necessary orders or permits of any kind which have been properly applied for

from the government of the United States, the State of Indiana, any political subdivision

or municipal subdivision or any of their departments, agencies or officials, or any civil

or military authority; unavailability of a fuel or resource used in connection with the

generation of electricity; extraordinary delay in transportation; unforeseen soil

conditions; equipment, material, supplies, labor or machinery shortages; epidemics;

landslides; lightning; earthquakes; fires; hurricanes; tornadoes; storms; floods;

washouts; drought; arrest; war; civil disturbances; explosions; breakage or accident to

machinery, transmission lines, pipes or canals; partial or entire failure of utilities;

breach of contract by any supplier, contractor, subcontractor, laborer or materialman;

sabotage; injunction; blight; famine; blockade; or quarantine.

If either Party is rendered wholly or partly unable to perform its obligations under this

Agreement because of Force Majeure, both Parties shall be excused from whatever

obligations under this Agreement are affected by the Force Majeure (other than the

obligation to pay money) and shall not be liable or responsible for any delay in the

performance of, or the inability to perform, any such obligations for so long as the

Force Majeure continues. The Party suffering an occurrence of Force Majeure shall,

as soon as is reasonably possible after such occurrence, give the other Party written

notice describing the particulars of the occurrence and shall use commercially

reasonable efforts to remedy its inability to perform; provided, however, that the

settlement of any strike, walkout, lockout or any other labor dispute shall be entirely

within the discretion of the Party involved in such labor dispute.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by

their respective duly authorized representatives.