ATTACHMENT A AGREEMENT FOR INTERCONNECTION AND PARALLEL OPERATION OF DISTRIBUTED GENERATION
Exhibit
10.9
ATTACHMENT
A
AGREEMENT
FOR
INTERCONNECTION
AND PARALLEL OPERATION OF DISTRIBUTED GENERATION
This
Interconnection Agreement
(“Agreement”) is made and entered into this 8th
day ofNovember, 20 07, by Entergy Gulf States, Inc. – Texas,
(“Company”), and Texoga Technologies Corporation
(“Customer”), a Texas Corporation , [specify
whether corporation, and if so name state, municipal corporation, cooperative
corporation, or other], 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 requirement 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 of 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
systems.
|
|
4.
|
Limitation
of Liability and
Indemnification
|
|
a.
|
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 Terms and Conditions Applicable to Electric
Service to Company’s PUCT-approved tariffs and terms and conditions for
electric service, which is incorporated herein by
reference.
|
|
b.
|
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.
|
|
c.
|
Notwithstanding
Paragraph 4.b of this Agreement, Company shall assume all liability
for
and shall indemnify Customer for any claims, losses, costs, and expense
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 required
indemnification where such liability exists. The limitations of
liability provided in this paragraph do not apply in cases of gross
negligence or intentional
wrongdoing.
|
|
d.
|
Notwithstanding
Paragraph 4.b of this Agreement, Customer shall assume all liability
for
and shall indemnify Company for any claims, losses, costs, and expense
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 required
indemnification where such liability exists. The limitations of
liability provided in this paragraph do not apply in cases of gross
negligence or intentional
wrongdoing.
|
|
e.
|
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 therefor. 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.
|
|
f.
|
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.
|
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 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. Effective
Term 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. This Agreement replaces
all prior agreements and undertakings, oral or written, between the Parties
with
regard to the subject matter hereof, including without limitation N/A
[specify any prior agreements being superseded], and all such agreements and
undertakings are agreed by the Parties to no longer be of any force or
effect. 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:
|
(a)
|
If
to Company:
|
| ______________________________ | |
| ______________________________ | |
| ______________________________ | |
| ______________________________ | |
|
(b)
|
If
to Customer:
|
|
Xxxxxx
X. XxXxxxx.
CEO
|
|
|
Texoga
Technologies
Corporation
|
|
|
00000
Xxxxxxxx Xxxxxx Xx, Xxxxx 000
|
|
|
Xxx
Xxxxxxxxx,
XX 00000
|
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 nay 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.
|
ENTERGY
GULF STATES, INC – TEXAS
|
TEXOGA
TECHNOLOGIES CORPORATION
|
|
BY:
_______________________________
|
BY: /s/
XXXXXX X.
XxXXXXX
|
|
TITLE:TITLE:________________________
|
C.E.O.
|
|
DATE:_____________________________
|
DATE: November
8,
2007
|
EXHIBIT
A
LIST
OF FACILITY SCHEDULES AND POINTS OF INTERCONNECTION
|
Facility
Schedule No.
|
Name
of Point of Intersection
|
|
Entergy
Disconnect #3051
|
Texoga
– Woodlands Unit # 3
|
FACILITY
SCHEDULE NO.
[The
following information is to be specified for each Point of Interconnection,
if
applicable.]
|
1.
|
Name: Texoga
– Xxxxxxxxx Xxxx #0
|
|
2.
|
Facility
location: 0000 Xxxxxx Xxxx, Xxxxxx,
XX 00000
|
|
3.
|
Delivery
voltage: 34.5 kV
|
|
4.
|
Metering
(voltage. location. losses adjustment due to metering location. and
other):
|
Primary
metering by Entergy at terminal pole; 34.5 kV; Estimated Losses +/- 200 kW
at
Full
Load
(7.8 MW)
|
5.
|
Normal
Operation of Interconnection: Peaking at +/- 10 hours per
day
|
|
6.
|
One
line diagram attached (check one):
X Yes /
No
|
|
7.
|
Facilities
to be furnished by Company: Primary Meter and Terminal
Pole.
|
|
8.
|
Facilities
to be furnished by Customer: G.E. Frame-5 Turbine (7.8 MW);
12.5 kV to
|
34.5
kV
Substation; Sync/Line Breaker; Terminal Pole at Street with Non-Load
Bearing
Disconnect
Switch; Fiber Optic Cable Link; Communications Interface.
|
9.
|
Cost
Responsibility: Texoga Technologies
Corporation
|
|
10.
|
Control
area interchange point (check one):
X Yes /
No
|
|
11.
|
Supplemental
terms and conditions attached (check one): Yes /
X
No
|
|
ENTERGY
GULF STATES, INC. - TEXAS
|
TEXOGA
TECHNOLOGIES CORPORATION
|
|
BY:
________________________________
|
BY: /s/
XXXXXX X.
XxXXXXX
|
|
TITLE:______________________________
|
TITLE:
Xxxxxx X. XxXxxxx;
C.E.O.
|
|
DATE:______________________________
|
DATE: November
8,
2007
|
ATTACHMENT
B
APPLICATION
FOR INTERCONNECTION AND
PARALLEL
OPERATION OF DISTRIBUTED GENERATION
WITH
THE UTILITY SYSTEM
|
Return
Application to:
|
Entergy
Gulf States Inc. – Texas
|
|
Attention:
Manager, Distribution Planning
|
|
|
0000
Xxxxxxxxx Xxxxx
|
|
|
Xxx
Xxxxxxxxx, XX 00000
|
Customer’s
Name: Texoga Technologies
Corporation
Address:
00000 Xxxxxxxx Xxxxxx Xxxxx – Xxxxx 000, Xxx Xxxxxxxxx,
XX 00000
Contact
Person: Xxxxxx X.
XxXxxxx
Telephone
Number: (000) 000-0000 fax: (000)
000-0000
Service
Point Address: 0000 Xxxxxx
Xxxx, Xxxxxx, XX 00000
Information
Prepared and Submitted By:
Xxxxxxx X.
Xxxxxx
(Name
and Address) 00000 Xxxxxxxx Xxxxxx Xxxxx – Suite 900, The Woodlands,
TX
Signature
/s/
XXXXXXX
X.
XXXXXX
The following
information shall be supplied by the Customer or Customer's designated
representative. All applicable items must be accurately completed in order
that
the Customer's generating facilities may be effectively evaluated by Entergy
Gulf States Inc. - Texas for interconnection with the utility
system.
GENERATOR
Number
of
Units:
One
Manufacturer:
General Electric (Frame 5 CTG) Model 5000 E, Serial
#127794
Type
(Synchronous, Induction, or Inverter):
Synchronous
Fuel
Source Type (Solar, Natural Gas,
Wind, etc.): B100 (100% Biodiesel)
Kilowatt
Rating (950 F
at location) 7800kW Derated by GE Technical Services,
1984.
Kilovolt-Ampere
Rating (950 F
at
location): 9180 kVA, Derated by GE, August
1984.
Power
Factor: 0.85
Voltage
Rating:
12,500
Ampere
Rating: 424 Amp Derated by GE Technical Services, Co, August 21,
1984
Number
of
Phases:
Three
Frequency:
60
Hz
Do
you
plan to export power:
X Yes
/ No
If
Yes,
maximum amount expected: 7.8
MW
Pre-Certification
Label or Type
Number:
Expected
Energizing and Start-up Date: Four weeks after completion of Entergy
Study
Normal
Operation of Interconnection: (examples: provide power to meet base load,
demand
management,
standby, back-up, other (please describe): Provide Power
as a Peaker – Peak Load of specific circuit at interconnect
point
One-line
diagram attached:
X Yes
/____ No
Has
the
generator Manufacturer supplied its dynamic modeling values to the Host
Utility?
X Yes
/
No
[Note:
Requires a Yes for complete application. For Pre-Certified Equipment answer
is
Yes.]
Layout
sketch showing lockable, "visible" disconnect device:
X
Yes
/_____No
|
ENTERGY
GULF STATES, INC. - TEXAS
|
TEXOGA
TECHNOLOGIES CORPORATION
|
|
BY:_____________________________
|
BY: /s/
XXXXXX X.
XxXXXXX
|
|
TITLE:__________________________
|
TITLE:
Xxxxxx X. XxXxxxx;
C.E.O.
|
|
DATE:__________________________
|
DATE: November
8,
2007
|
