HomeMy WebLinkAboutC15-017 Holy Cross Energy Interconnection Agreement0 +IOLY CROSS ENERGY 3799 HIGHWAY 82 • P.O. DRAWER 2150
GLENWOOD SPRINGS, COLORADO 81602
A" (970) 945-5491 • FAX (970) 945-4081
GENERATOR INTERCONNECTION AGREEMENT
This Generator Interconnection Agreement ("Agreement") is made and entered into this 26th
day of April , 2015, by and between Holy Cross Electric Association, Inc., dba Holy
Cross Energy ("Holy Cross"), a Colorado cooperative electric association and Eagle County
Government ("Consumer"). The parties to this Agreement may each hereinafter be 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. Definitions.
(a) "Electric Tariffs" means Holy Cross's Electric Service Tariffs, Rules and Regulations as
in effect on the effective date of this Agreement and as the same may be amended from time to
time.
(b) "Generating Facility" means the Consumer's device for the production of electricity
identified in an interconnection request, but shall not include the Interconnection Facilities not
owned by the Consumer, as schematically depicted on Attachment A, attached hereto and
incorporated herein by this reference.
(c) "Interconnection Facilities" include Holy Cross's Interconnection Facilities and the
Consumer's Interconnection Facilities. Collectively, Interconnection Facilities include all
facilities and equipment between the Generating Facility and the Point of Interconnection,
including any modification, additions, or upgrades that are necessary to physically and
electrically interconnect the Generating Facility to Holy Cross's system. Interconnection
Facilities are sole -use facilities and shall not include Distribution Upgrades.
(d) "Point of Interconnection" means the point where the Consumer's Interconnection
Facilities connect with Holy Cross's system. The location of the Point of Interconnection will be
determined by Holy Cross in accordance with standard industry practice or as individual
circumstances may dictate.
(e) "System" means the electric distribution facilities owned, controlled, or operated by Holy
Cross that are used to provide electric service under the Electric Tariffs.
2. Intent of Parties: It is the intent of the Consumer to interconnect a 49.14 kW
photovoltaic Generating Facility to the System, located at 500 Broadway St., Eagle, CO 81631.
It is the intent of Holy Cross to operate its System in a manner which will maintain a high level
of service to all of its customers. It is the intent of both parties to operate the Interconnection
Facilities in a manner that ensures the safety of the Consumer, the public, and the employees of
each parry.
3. Service to be Provided. Holy Cross shall deliver and sell to Consumer, and Consumer
shall receive and purchase from Holy Cross, during the term of, and subject to, the provisions of
this Agreement, all electric power and energy as may be required by Consumer in addition to the
Revised December 17, 2008
Pagel of 8
electric power and energy produced by the Consumer's Generating Facility. All electric power
and enemy delivered by Holy Cross to the Consumer at the Point of Interconnection shall be paid
for by th Consumer at the applicable rates established in the Electric Tariffs.
4. Term. This Agreement shall be in full force and effect for an initial period of one (1)
year from the date hereof, and shall remain in full force and effect each year thereafter, unless
terminated by either party as set forth herein.
5. Facilities Provided by Holy Cross. Holy Cross shall install, own, operate and maintain
the System up to the Point of Interconnection. All such facilities will be installed in accordance
with the line extension policy as contained in the Electric Tariffs.
6. Facilities Provided by Consumer. Consumer shall, own, operate, and maintain all
facilities on the load side of the Point of Interconnection necessary to enable Consumer to take
and use the electric energy provided by Holy Cross in accordance with the Electric Tariffs. Such
Consumer facilities shall include the Generating Facility and all appurtenant equipment
necessary to own, operate, and maintain the Generating Facility. Consumer shall provide suitable
space on Consumer's premises for Holy Cross meters and metering equipment. A utility
accessible and lockable switch to disconnect the Generating Facility must be properly labeled
and installed at or near the Consumer's meter panel and labeled with an engraved yellow placard
with permanent adhesive designed for outdoor use.to ensure adhesion over time through extreme
weather conditions.
7. No Construction of Facilities. Holy Cross shall not be required to construct any
facilities in order to accommodate the installation or operation of a Generating Facility.
8. Design, Construction, Operation. Consumer shall be responsible for the design,
construction, installation, operation, maintenance, and replacement or repair of the Generating
Facility and the Consumer's Interconnection Facilities so that, at all times, the Consumer
compliewith Holy Cross's Interconnection Policy and Guidelines as set forth in the Electric
Tariffs. �onsumer shall also install, operate, and maintain the Generating Facility and
Intercorxuection Facilities in a safe manner in accordance with the rules for safety and reliability
set forth in the National Electrical Code, all other applicable local, state, and federal codes, and
prudent electrical practices.
9. )design Review. Consumer shall provide Holy Cross an electrical one -line diagram and a
relaying and metering one -line diagram prior to completion of detailed designs, unless the
Consumer is installing a packaged system that is pre -certified to IEEE 1547.1 and UL 1741
standards. Packaged systems pre -certified under IEEE Standard 1547.1 and UL Standard 1741
will notlrequire a relaying and metering one -line diagram. The submitted application and
diagramjs will be processed, reviewed, and acted upon in accordance with the Holy Cross
Interconnection Policy.
10. Inspection and Testing. Prior to parallel operation of the Generating Facility, Holy
Cross niay inspect the Generating Facility for compliance with industry standards and the
Electric Tariffs. Holy Cross's inspection may include a witness test and Holy Cross may require
Revised December 17, 2008 Page 2 of 8
appropriate metering replacement, if necessary. If the witness test is not satisfactory in the sole
judgment of Holy Cross, Holy Cross has the right to disconnect the Generating Facility. The
Consumer shall have no right to operate in parallel until a witness test has been performed, or
previously waived in writing by Holy Cross. Holy Cross must complete the witness test within
ten (10) business days of receipt of a "Certificate of Completion" from the Consumer. The
Consumer shall be responsible for all costs associated with witness tests conducted by Holy
Cross.
11. Commissioning Tests. Commissioning tests of the Consumer's installed Generating
System shall be performed pursuant to applicable codes and standards, including IEEE 1547.1.
Holy Cross must be given at least five (5) business days' written notice, or as otherwise mutually
agreed to by the Parties, of the tests and may be present to witness the commissioning tests. The
Consumer shall be responsible for all costs associated with Commissioning tests conducted by
Holy Cross.
12. Confidentiality. All design features, operating specifications, and metering data provided
by the Consumer shall be deemed confidential information by Holy Cross regardless of whether
it is clearly marked or otherwise designated as such. Confidential Information shall not include
information previously in the public domain or required by governmental authorities to be
publicly submitted or divulged.
13. No Company Warranty of Generation Facility. Any approval or acceptance by Holy
Cross of Consumer's designs, analyses, operating and maintenance procedures, instructions,
drawings, specifications, and installation shall not be construed as confirming or endorsing the
design or operation of the Generating Facility or as a warranty of its safety, durability, reliability,
or fitness for the purpose intended. Holy Cross shall not, by reason of such review or failure to
review, be responsible or liable for the performance of the Generating Facility in any manner,
including, but not limited to, the strength, details of design, adequacy, safety, capacity, or fitness
for the purpose intended.
14. Future Design Changes. No changes to the Generating Facility or to the Consumer's
Interconnection Facilities shall be made without the prior written approval of Holy Cross. If
changes are made without Holy Cross's written approval, Holy Cross may, at its sole discretion
and upon reasonable notice to the Consumer, require the Consumer to conform the Generating
Facility or the Consumer's Interconnection Facilities to specifications set forth in the Electric
Tariffs at the Consumer's sole expense within thirty (30) days after informing the Consumer of
the required changes, or Holy Cross may disconnect the Generating Facility from the System and
terminate this Agreement.
15. Right to Locate Facilities. Consumer hereby grants to Holy Cross the right to use the
premises of Consumer for the purpose of providing the Interconnection Facilities necessary to
connect the Consumer's Generating Facility to the System, and agrees to provide any required
rights-of-way by separate instrument without cost, if so requested by Holy Cross.
Revised December 17, 2008 Page 3 of 8
16. 2 kccess. Holy Cross shall have access to the disconnect switch and metering equipment
of the Generating Facility at all times. Holy Cross shall provide reasonable notice to the
Consum r when possible prior to using its right of access.
17. 1 lisconnection. The interconnection of the Consumer's Generating Facility shall not
compror lise the operational requirements of the System. The operation of the Generating
Facility nd the quality of electric energy supplied by the Generating Facility shall meet the
standards as specified by Holy Cross. If the operation of the Generating Facility or quality of
electric �nergy supplied does not meet the standards as specified, Holy Cross will require the
Consumer to take reasonable and appropriate corrective action. Holy Cross shall have the right
to disconnect the Generating Facility until compliance is reasonably demonstrated. Holy Cross
may in its sole discretion disconnect the Generating Facility from the System without notice if
operation of the Generating Facility poses a threat, in Holy Cross's sole judgment, to life and/or
property -
18. Maintenance Outages. Maintenance outages will occasionally be required on the
System, And Holy Cross will provide as much notice as practical to the Consumer to minimize
downtime.
18. Billing and Payment. Consumer shall reimburse Holy Cross for all of the costs that Holy
Cross in urs under this Agreement in accordance with the Electric Tariffs. Holy Cross agrees
that, when performing or causing to be performed any work for Consumer's account, Holy Cross
will use the same degree of care and diligence in controlling and minimizing the costs of the
work it performs as if the work were being performed for Holy Cross's own account. Holy Cross
shall invoice Consumer for reimbursement of Holy Cross's costs, from time to time, as those
costs ar incurred, but no more frequently than once each month. Payment shall be due within
thirty (30) days of the date of Holy Cross's invoice. If payment in full is not made by the
Consun Mer within that time, the unpaid balance shall bear interest at the rate of one and one half
percent (1.5%) per month. If the Consumer is more than ninety (90) days delinquent in
reimbur mg Holy Cross's costs, Holy Cross may, in its sole discretion, terminate this
Agreem�nt, in which event the Consumer shall be liable for all costs Holy Cross has incurred to
the date bf termination of this Agreement. If Holy Cross must bring a legal action to obtain
reimbursement of its costs from Consumer, Holy Cross shall be entitled to recover from
Consumler its reasonable attorney's fees, expenses, and court costs
Notwithstanding anything to the contrary contained in this Agreement, Consumer shall have no
obligations under this Agreement after, nor shall any payments be made to Holy Cross in respect
of any period after December 31 of any year, without an appropriation therefor by Consumer in
accordance with a budget adopted by the Board of County Commissioners in compliance with
Article 5, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S.
29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
19. force Majeure. Holy Cross shall not be liable for failure or fault in the delivery of
electrical energy to the Consumer or for total or partial interruption of service caused by
accidents, breakdown of equipment, acts of God, floods, storms, fires, strikes, riots, war, terrorist
attacks, sabotage, labor disputes, shortage of materials, the forces of nature, the authority and
Revised Deceniber 17, 2008 Page 4 of 8
orders of government, and other causes or contingencies of whatever nature beyond the
reasonable control of Holy Cross, or which reasonably could not have been anticipated and
avoided by Holy Cross.
20. Indemnification. To the maximum extent permitted by law and in good faith, each party
shall save and hold harmless the other party, its officers, employees, agents, affiliates, and
subsidiaries from any and all damages, losses, judgments, claims, including claims and actions
relating to injury or death of any person or damage to property, demand, suits, recoveries, costs,
and expenses, court costs, attorney fees, and all other obligations by or to third parties, arising
out of or resulting from the other party's actions or inactions in performing its obligations under
this Agreement on behalf of the indemnifying party, except in cases of gross negligence or
intentional wrongdoing by the indemnified party. In the event of concurrent negligence on the
part of each party, there shall be contribution in the percentage of each party's respective
negligence; and, provided further, that each of the parties hereto shall be solely responsible for
injury or damage, wherever occurring, due solely to any defect in equipment installed, furnished,
or maintained by such party. Nothing in this paragraph or in paragraph 22 concerning insurance
shall be deemed a waiver of any protections available to Consumer under the Colorado
Governmental Immunity Act.
21. Limitation of Liability. Each party's liability to the other party for any loss, cost, claim,
injury, liability, judgment or expense, including reasonable attorney fees, relating to or arising
from any act or omission in its performance of this Agreement, shall be limited to the amount of
direct damage actually incurred. In no event shall either party be liable to the other party for any
indirect, incidental, special, consequential, or punitive damages of any kind whatsoever.
22. Insurance. Consumer shall, at its own expense, secure and maintain in effect during the
term of this Agreement, liability insurance in the amounts set forth in Holy Cross's
Interconnection Policy. Such liability insurance shall not exclude coverage for any incident
related to the subject Generating Facility, its installation, maintenance, operation, repair, or
replacement. Holy Cross shall be named as an additional insured under the liability policy unless
the system is installed on a residential premise and has a design capacity of 10 kW or less. The
insurance policy shall include a provision that written notice shall be given to Holy Cross at least
thirty (30) days prior to any cancellation or reduction of any coverage. A copy of the liability
insurance certificate must be received by Holy Cross prior to the date of interconnection of the
Generating Facility. The liability insurance shall include as an endorsement to the policy, that
Holy Cross shall not, by reasons of its inclusion as an additional insured, incur liability to the
insurance carrier for the payment of any premium of such insurance. Certificates of insurance
evidencing the requisite coverage and provision(s) shall be furnished to Holy Cross and attached
to this Agreement and appended hereto as an attachment prior to the date of interconnection of
the Generating Facility. Holy Cross shall be permitted to periodically obtain proof of current
insurance coverage from the Consumer in order to verify proper liability insurance coverage.
Consumer will not be allowed to commence or continue interconnected operations unless
evidence is provided that satisfactory insurance coverage is in effect at all times.
23. Termination. This Agreement may be terminated by the Consumer with thirty (30) days
written notice to Holy Cross. In the event Consumer terminates this Agreement, Holy Cross shall
Revised December 17, 2008 Page 5 of 8
have a reasonable amount of time to remove its Interconnection Facilities as described in
Sections 15 and 16 of this Agreement. This Agreement may be terminated by Holy Cross for
non-perlbrmance by the Consumer of any of the terms of this Agreement or the Electric Tariffs.
The Consumer shall have thirty (30) days from the date that Holy Cross sends written notice to
the Con4umer to remedy the item of non-performance. Upon expiration of the thirty (30) day
remedy period and if the item of non-performance has not been corrected Holy Cross may
terminate this Agreement. Unless terminated earlier by the Consumer or Holy Cross as described
herein, thus Agreement shall terminate when the Generating Facility is permanently removed
from service or becomes inoperative for a period in excess of one year.
24. Governing Law. The validity, interpretation, and enforcement of this Agreement and
each of its provisions shall be governed by the laws of the state of Colorado.
25. Amendment. The Parties may amend this Agreement only by a written instrument duly
executed by both Parties.
26. 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 person, corporation,
association, or entity other than the parties hereto, their successors and assigns and the
obligations herein assumed are solely for the use and benefit of the parties, their successors in
interest and, where permitted, their assigns.
27.'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 a waiver of any
obligation, right or duty of, or imposed upon, such party. Any waiver at any time by either Party
of its respective rights relating to this Agreement shall not be deemed a continuing waiver or a
waiver with respect to any other failure to comply with any other obligation, right, duty of this
Agreement. Termination or default of this Agreement for any reason by Consumer shall not
constitute a waiver of the Consumer's legal rights to obtain an interconnection from Holy Cross.
Any waiver of this Agreement shall, if requested, be provided in writing.
28. Multiple Counterparts. This Agreement may be executed in two or more counterparts,
each of which is deemed original but all constitute one and the same instrument. The Parties
agree that a facsimile copy of a signature will be deemed original and binding.
29. No Partnership. This Agreement shall not be interpreted or construed to create an
association, joint venture, agency relationship, or partnership between the parties or to impose
any pa:er
rship obligation or partnership liability upon either party. Neither party shall have any
right, p or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other party.
30. Severability. If any provision or portion of this Agreement shall for any reason be held
or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction, (1)
such portion or provision shall be deemed separate and independent, (2) the parties shall
negotiate in good faith to restore insofar as practicable the benefits to each party that were
Revised Decem er 17, 2008
Page 6 of 8
affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and
effect.
31. Subcontractors. Nothing in this Agreement shall prevent a party from utilizing the
services of any subcontractor as it deems appropriate to perform its obligations under this
Agreement; provided, however, that each party shall require its subcontractors to comply with all
applicable terms and conditions of this Agreement in providing such services and each party
shall remain primarily liable to the other party for the performance of such subcontractor. The
creation of any subcontract relationship shall not relieve the hiring party of any of its obligations
under this Agreement. The hiring party shall be fully responsible to the other party for the acts or
omissions of any subcontractor the hiring party hires as if no subcontract had been made;
provided, however, that in no event shall Holy Cross be liable for the actions or inactions of the
Consumer or its subcontractors with respect to obligations of the Consumer under this
Agreement. Any applicable obligation imposed by this Agreement upon the hiring party shall be
equally binding upon, and shall be construed as having application to, any subcontractor of such
party. The obligations under this article will not be limited in any way by limitation of
subcontractors' insurance.
32. Notices. Notices to be given hereunder shall be deemed sufficiently given and served
after receipt of notice sent by United States certified mail, return receipt requested and
respectively addressed as follows:
Holy Cross:
Holy Cross Energy
Power Supply and Contracts Department
P.O. Box 2150
Glenwood Springs, CO 81602-2150
Consumer:
Eagle County Government
Facilities management Department
PO Box 850
Eagle, CO 81631
33. Assignment -Consent. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto, and shall not be assigned by either
party without the written consent of the other party, which consent shall not be unreasonably
withheld.
34. Total Agreement. Subject to the Electric Tariffs, this Agreement, together with the
Generator Interconnect Policy and its Attachments, represents the entire agreement between the
parties relating to the rates, terms, and conditions for electric service provided to Consumer by
Holy Cross and to electric energy supplied to Holy Cross by the Consumer.
35. Binding Effect. This Agreement, as it may be amended from time to time, shall be
binding upon and inure to the benefit of the parties hereto and their respective successors, legal
representatives, assigns, affiliates and subsidiaries.
36. Breaches Ongoing. All breaches of this Agreement shall be considered ongoing breaches
until such breaches are remedied or until there may be a written waiver of the breach by the
nonbreaching party.
Revised December 17, 2008 Page 7 of 8
37. Remedies for Breach. This Agreement and the respective rights and duties of the parties
are unique and of such a special nature that it is enforceable through the remedy of specific
performance and injunctive relief, in addition to any other remedies that may exist at law or in
equity.
38. Disputes. In the event of a dispute related to this Agreement, either party may exercise
whatever rights and remedies it may have at law or in equity consistent with the terms of this
Agreement. The prevailing party shall be entitled to recover from the nonprevailing party its
reasonable attorney fees, expenses, and costs of any civil legal action brought for the purpose of
resolving the dispute or enforcing its rights under the Agreement.
IN WITNESS WHEREOF, the Parties have caused this Interconnection Agreement to be
executed in their respective names by the proper officers hereunto duly authorized as of the date
and year first above written.
AGREED TO BY:
Consumer
r'
Title: WLR l 1AAef4
Date: LAS
Holy Cross
Christopher Hildred
01Y Cross 99H
2 6-44 -06'00'
Name: Christopher Hildred
Power Supply/Special
Title: Projects Supervisor
Date: April 16, 2015
Revised December 17, 2008 Page 8 of 8
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