AGREEMENT FOR INTERCONNECTION AND PARALLEL OPERATION OF DISTRIBUTED GENERATION
Exhibit
10.8
INTERCONNECTION
AND PARALLEL OPERATION OF DISTRIBUTED GENERATION
This
Interconnection Agreement (“Agreement”) is made and entered into this 31st day of
January 2007, by CenterPoint Energy Houston Electric, LLC,
(“Company”), and Texoga Technologies Corporation (“Customer”), a
Texas Partnership, each hereinafter sometimes referred to individually as
“Party” or both referred to collectively as the “Parties”. In
consideration of the mutual covenants set forth herein, the Parties agree as
follows:
1.
Scope of Agreement -- This Agreement is applicable to
conditions under which the Company and the Customer agree that one or more
generating facility or facilities of ten MW or less to be interconnected at
60
kV or less (“Facility or Facilities”) may be interconnected to the Company’s
utility system, as described in Exhibit A.
2.
Establishment of Point(s) of Interconnection -- Company and
Customer agree to interconnect their Facility or Facilities at the locations
specified in this Agreement, in accordance with Public Utility Commission of
Texas Substantive Rules § 25.211 relating to Interconnection of Distributed
Generation and § 25.212 relating to Technical requirements for Interconnection
and Parallel Operation of On-Site Distributed Generation, (16 Texas
Administrative Code §25.211 and §25.212) (the “Rules”) or any successor rule
addressing distributed generation and as described in the attached Exhibit
A
(the “Point(s) of Interconnection”).
3.
Responsibilities of Company and Customer -- Each Party will, at
its own cost and expense, operate, maintain, repair, and inspect, and shall
be
fully responsible for, Facility or Facilities which it now or hereafter may
own
unless otherwise specified on Exhibit A. Customer shall conduct
operations of its facility(s) in compliance with all aspects of the Rules,
and
Company shall conduct operations on its utility system in compliance with all
aspects of the Rules, or as further described and mutually agreed to in the
applicable Facility Schedule. Maintenance
of Facilities or interconnection facilities shall be performed in accordance
with the applicable manufacturer’s recommended maintenance schedule.
The Parties agree to cause their Facilities or systems to be constructed in
accordance with specifications equal to or greater than those provided by the
National Electrical Safety Code, approved by the American National Standards
Institute, in effect at the time of construction.
Each
Party covenants and agrees to design, install, maintain, and operate, or cause
the design, installation, maintenance, and operation of, its distribution system
and related Facilities and Units so as to reasonably minimize the likelihood
of
a disturbance, originating in the system of one Party, affecting or impairing
the system of the other Party, or other systems with which a Party is
interconnected
Company
will notify Customer if there is evidence that the Facility operation causes
disruption or deterioration of service to other customers served from the same
grid or if the Facility operation causes damage to Company’s
system.
Customer
will notify Company of any emergency or hazardous condition or occurrence with
the Customer’s Unit(s) which could affect safe operation of the
system.
4.
Limitation of Liability and Indemnification
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a.
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Notwithstanding
any other provision in this Agreement, with respect to Company’s provision
of electric service to Customer, Company’s liability to Customer shall be
limited as set forth in Sheet E1 of Company’s PUC-approved tariffs and
terms and conditions for electric service, which is incorporated
herein by
reference.
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b.
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Neither
Company nor Customer shall be liable to the other for damages for
any act
that is beyond such party's control, including any event that is
a result
of an act of God, labor disturbance, act of the public enemy, war,
insurrection, riot, fire, storm or flood, explosion, breakage or
accident
to machinery or equipment, a curtailment, order, or regulation or
restriction imposed by governmental, military, or lawfully established
civilian authorities, or by the making of necessary repairs upon
the
property or equipment of either party.
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Notwithstanding
Paragraph 4.b of this Agreement, Company shall assume all liability
for
and shall indemnify Customer for any claims, losses, costs, and expenses
of any kind or character to the extent that they result from Company’s
negligence in connection with the design, construction, or operation
of
its facilities as described on Exhibit A; provided, however, that
Company
shall have no obligation to indemnify Customer for claims brought
by
claimants who cannot recover directly from Company. Such
indemnity shall include, but is not limited to, financial responsibility
for: (a) Customer’s monetary losses; (b) reasonable costs and
expenses of defending an action or claim made by a third person;
(c)
damages related to the death or injury of a third person; (d) damages
to
the property of Customer; (e) damages to the property of a third
person;
(f) damages for the disruption of the business of a third
person. In no event shall Company be liable for consequential,
special, incidental or punitive damages, including, without limitation,
loss of profits, loss of revenue, or loss of production. The
Company does not assume liability for any costs for damages arising
from
the disruption of the business of the Customer or for the Customer’s costs
and expenses of prosecuting or defending an action or claim against
the
Company. This paragraph does not create a liability on the part
of the Company to the Customer or a third person, but requires
indemnification where such liability exists. The limitations of
liability provided in this paragraph do not apply in cases of gross
negligence or intentional
wrongdoing.
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d.
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Notwithstanding
Paragraph 4.b of this Agreement, Customer shall assume all liability
for
and shall indemnify Company for any claims, losses, costs, and expenses
of
any kind or character to the extent that they result from Customer’s
negligence in connection with the design, construction or operation
of its
facilities as described on Exhibit A; provided, however, that Customer
shall have no obligation to indemnify Company for claims brought
by
claimants who cannot recover directly from Customer. Such
indemnity shall include, but is not limited to, financial responsibility
for: (a) Company’s monetary losses; (b) reasonable costs and
expenses of defending an action or claim made by a third person;
(c)
damages related to the death or injury of a third person; (d) damages
to
the property of Company; (e) damages to the property of a third person;
(f) damages for the disruption of the business of a third
person. In no event shall Customer be liable for consequential,
special, incidental or punitive damages, including, without limitation,
loss of profits, loss of revenue, or loss of production. The
Customer does not assume liability for any costs for damages arising
from
the disruption of the business of the Company or for the Company’s costs
and expenses of prosecuting or defending an action or claim against
the
Customer. This paragraph does not create a liability on the part
of the
Customer to the Company or a third person, but requires indemnification
where such liability exists. The limitations of liability
provided in this paragraph do not apply in cases of gross negligence
or
intentional wrongdoing.
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e.
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Company
and Customer shall each be responsible for the safe installation,
maintenance, repair and condition of their respective lines and
appurtenances on their respective sides of the point of
delivery. The Company does not assume any duty of inspecting
the Customer’s lines, wires, switches, or other equipment and will not be
responsible therefore. Customer assumes all responsibility for
the electric service supplied hereunder and the facilities used in
connection therewith at or beyond the point of delivery, the point
of
delivery being the point where the electric energy first leaves the
wire
or facilities provided and owned by Company and enters the wire or
facilities provided by Customer.
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f.
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For
the mutual protection of the Customer and the Company, only with
Company
prior authorization are the connections between the Company’s service
wires and the Customer’s service entrance conductors to be
energized.
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5.
Right of Access, Equipment Installation, Removal& Inspection– Upon
reasonable notice, the Company may send a qualified person to the premises
of
the Customer at or immediately before the time the Facility first produces
energy to inspect the interconnection, and observe the Facility’s commissioning
(including any testing), startup, and operation for a period of up to no more
than three days after initial startup of the unit.
Following
the initial inspection process described above, at reasonable hours, and upon
reasonable notice, or at any time without notice in the event of an emergency
or
hazardous condition, Company shall have access to Customer’s premises
for any reasonable purpose in connection with the performance of the obligations
imposed on it by this Agreement or if necessary to meet its legal obligation
to
provide service to its customers.
6.
Disconnection of Unit – Customer retains the option to
disconnect from Company’s utility system. Customer will notify the
Company of its intent to disconnect by giving the Company at least
thirty days’ prior written notice. Such disconnection shall not be a
termination of the agreement unless Customer exercises rights under Section
7.
Customer
shall disconnect Facility from Company’s system upon the effective date of any
termination under Section 7.
Subject
to Commission Rule, for routine maintenance and repairs on Company’s utility
system, Company shall provide Customer with seven business days’ notice of
service interruption
Company
shall have the right to suspend service in cases where continuance of service
to
Customer will endanger persons or property. During the forced outage
of the Company’s utility system serving Customer, Company shall have the right
to suspend service to effect immediate repairs on Company’s utility system, but
the Company shall use its best efforts to provide the Customer with reasonable
prior notice.
7.
EffectiveTerm and Termination Rights-- This Agreement becomes effective
when executed by both parties and shall continue in effect until
terminated. The agreement may be terminated for the following
reasons: (a) Customer may terminate this Agreement at any time, by
giving the Company sixty days’ written notice; (b) Company may terminate upon
failure by the Customer to generate energy from the Facility in parallel with
the Company’s system within twelve months after completion of the
interconnection; (c) either party may terminate by giving the other party at
least sixty days’ prior written notice that the other Party is in default of any
of the material terms and conditions of the Agreement, so long as the notice
specifies the basis for termination and there is reasonable opportunity to
cure
the default; or (d) Company may terminate by giving Customer at least sixty
days
notice in the event that there is a material change in an applicable rule or
statute.
8.
Governing Law and Regulatory Authority -- This Agreement was
executed in the State of Texas and must in all respects be governed by,
interpreted, construed, and enforced in accordance with the laws
thereof. This Agreement is subject to, and the parties’ obligations
hereunder include, operating in full compliance with all valid, applicable
federal, state, and local laws or ordinances, and all applicable rules,
regulations, orders of, and tariffs approved by, duly constituted regulatory
authorities having jurisdiction.
9.
Amendment --This Agreement may be amended only upon mutual
agreement of the Parties, which amendment will not be effective until reduced
to
writing and executed by the Parties.
10. Entirety
of Agreement and Prior Agreements Superseded -- This Agreement,
including all attached Exhibits and Facility Schedules, which are expressly
made
a part hereof for all purposes, constitutes the entire agreement and
understanding between the Parties with regard to the interconnection of the
facilities of the Parties at the Points of Interconnection expressly provided
for in this Agreement. The Parties are not bound by or liable for any
statement, representation, promise, inducement, understanding, or undertaking
of
any kind or nature (whether written or oral) with regard to the subject matter
hereof not set forth or provided for herein. It is expressly
acknowledged that the Parties may have other agreements covering other services
not expressly provided for herein, which agreements are unaffected by this
Agreement.
11.
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 requested, postage prepaid, to:
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(a)
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If
to Company: CenterPoint
Energy
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XX
Xxx
0000
Xxxxxxx,
XX 00000-0000
Attention: Xxxxxxx
X. Xxxxxx
Manager
Electric Distribution Engineering
(b) If
to Customer: Texoga Technologies Corporation
00000
Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx
Xxxxxxxxx, XX 00000
Attention:
Xxxxx X. XxXxxxx
Title:
CEO
The
above-listed names, titles, and addresses of either Party may be changed by
written notification to the other, notwithstanding Section 10.
12.
Invoicing and Payment -- Invoicing and payment terms for
services associated with this agreement shall be consistent with applicable
Substantive Rules of the PUCT.
13.
No Third-Party Beneficiaries -- This Agreement is not intended
to and does not create rights, remedies, or benefits of any character whatsoever
in favor of any persons, corporations, associations, or entities other than
the
Parties, and the obligations herein assumed are solely for the use and benefit
of the Parties, their successors in interest and, where permitted, their
assigns.
14.
No Waiver -- The failure of a Party to this Agreement to
insist, on any occasion, upon strict performance of any provision of this
Agreement will not be considered to waive the obligations, rights, or duties
imposed upon the Parties.
15.
Headings -- The descriptive headings of the various articles
and sections of this Agreement have been inserted for convenience of reference
only and are to be afforded no significance in the interpretation or
construction of this Agreement.
16.
Multiple Counterparts -- This Agreement may be executed in two
or more counterparts, each of which is deemed an original but all constitute
one
and the same instrument.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their
respective duly authorized representatives.
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CenterPoint
Energy
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Texoga
Technologies Corporation
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BY:
/s/ XXXXXXX X. XXXXXX
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BY:
/s/ XXXXXX X. XxXXXXX
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Xxxxxxx
X. Xxxxxx
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Xxxxxx
X. XxXxxxx
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TITLE:
Manager, Electric Distribution Engineering
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TITLE:
CEO
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DATE
January 31, 2007
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DATE:
January 1, 2007
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EXHIBIT
A
LIST
OF FACILITY SCHEDULES AND
POINTS OF INTERCONNECTION
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Facility
Schedule No.
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Name
of Point of Interconnection
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001
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Texoga
Technologies Corporation
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FACILITY
SCHEDULE NO. 001
[The
following information is to be specified for each Point of Interconnection,
if
applicable.]
1. Name: Texoga
Technologies Corporation
2. Facility location: Physical
Address: 000 Xxxxx Xxxx, Xxx Xxxxx Xxxxx, XX 00000
Service
Address: 000 Xxxxx Xxxx, Xxx Xxxxx Xxxxx,
XX 00000
3. Delivery
voltage: 12.47 KV
4. Metering
(voltage, location, losses adjustment due to metering location, and
other):
12.47
KV, at point of
interconnection
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5.
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Normal
Operation of Interconnection: IMPORT &
EXPORT CAPABLE
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6. One
line diagram attached (check one): ___X___ Yes /_______
No
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7.
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Facilities
to be furnished by Company: SERVED DIRECTLY FROM
12.47 KV OVERHEAD DISTRIBUTION CIRCUIT. PROTECTIVE
RELAYING TRANSFER TRIP TRANSMITTER LOCATED AT XXXXXXX SUBSTATION,
AT
CUSTOMER EXPENSE. NECESSARY MODIFICATIONS TO COMPANY FACILITIES TO
ACCOMMODATE SINGLE CIRCUIT SERVICE AND ALLOW IMPORT / EXPORT METERING
CAPABILITY, AT CUSTOMER EXPENSE.
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8.
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Facilities
to be furnished by Customer: PROTECTIVE RELAYING EQUIPMENT, INCLUDING
TRANSFER TRIP RECEIVER, TO PROVIDE PROTECTIVE, DISCONNECTING AND
SYNCHRONIZATION FUNCTIONS AS PER PUCT RULES 25.211 AND 25.212. CUSTOMER
TO
PROVIDE COMMUNICATION CIRCUITS FOR SCADA AND TRANSFER
TRIP.
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9.
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Cost
Responsibility: CUSTOMER EXPENSE FOR ALL INTERCONNECTION
MODIFICATIONS.
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10.
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Control
area interchange point (check one): ______ Yes /____X___
No
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11. Supplemental
terms and conditions attached (check one): __X____ Yes / _____
No
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CENTERPOINT
ENERGY
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Texoga
Technologies Corporation
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BY:/s/
XXXXXXX X. XXXXXX
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BY:
/s/ XXXXXX X. XxXXXXX
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XXXXXXX
XXX XXXXXX
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Xxxxxx
X. XxXxxxx
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TITLE:
Manager, Electric Distribution Engineering
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TITLE:
CEO
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DATE
January 31, 2007
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DATE:January
1, 2007
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SUPPLEMENTAL
TERMS AND CONDITIONS
(FACILITY
SCHEDULE NO. 001 - ARTICLE 11)
Customer
understands that the presence of generation at this site will cause line voltage
levels on the circuit to vary as the amount of generation
varies. Sudden changes in generation, such as a complete shutdown,
could affect the quality of service to other customers on the
circuit. Therefore, Customer agrees to operate the generators in a
controlled manner such that it does not cause sudden changes in line voltage
levels noticeable to other customers on the circuit.
Customer
understands that the circuit voltage will be changed from 12.47 Kv to 34.5
Kv in
the future. The conversion will take place when sufficient new loads
are added such that it is not practical to continue serving the area with the
12.47 Kv circuit. Customer will replace the 12.47 Kv equipment at
Texoga Biofuels to 34.5 Kv rated equipment at that time.
When
the
Texoga Biofuels DG intertie breaker trips, Customer must determine the
cause. If the trip was initiated by the transfer trip relay and the
distribution voltage and frequency have returned to normal, the utility will
make reasonable effort to expedite allowing Customer to synchronously reclose
the intertie breaker. For all other causes, Customer shall repair or
remove the cause before reclosing the intertie breaker.
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Texoga
Technologies Corporation (Xxxxxx XxXxxxx
mobile)
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000-000-0000
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CenterPoint
Energy contacts: System Dispatcher
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000-000-0000
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Distribution
Control Dispatcher
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207-945-5850
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TEXOGA
TECHNOLOGIES DG ONE LINE DIAGRAM
