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HomeMy WebLinkAboutC20-287 Holy Cross GIA3799 HIGHWAY 82∙P.O. DRAWER 2150
GLENWOOD SPRINGS, COLORADO 81602
(970) 945-5491∙FAX (970) 947-5480
Revised December 17, 2008 Page 1 of 8
GENERATOR INTERCONNECTION AGREEMENT
This Generator Interconnection Agreement (“Agreement”) is made and entered into this fifth day
of March 2020, by and between Holy Cross Electric Association, Inc., dba Holy Cross Energy
(“Holy Cross”), a Colorado cooperative electric association and Eagle County (“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 (if none exist, Attachment
A may be omitted), 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 70.4 kW
Photovoltaic Generating Facility to the System, located at 221 Eldon Wilson Rd., Gypsum,
Colorado. 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 party.
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
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C20-287
Page 2 of 8
electric power and energy produced by the Consumer’s Generating Facility. All electric power
and energy delivered by Holy Cross to the Consumer at the Point of Interconnection shall be paid
for by the 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
complies with Holy Cross’s Interconnection Policy and Guidelines as set forth in the Electric
Tariffs. Consumer shall also install, operate, and maintain the Generating Facility and
Interconnection 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 not require a relaying and metering one-line diagram. The submitted application and
diagrams 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 may 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
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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.
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16. Access. 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
Consumer when possible prior to using its right of access.
17. Disconnection. The interconnection of the Consumer’s Generating Facility shall not
compromise the operational requirements of the System. The operation of the Generating
Facility and 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 energy 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.
19. Billing and Payment. Consumer shall reimburse Holy Cross for all of the costs that Holy
Cross incurs 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 are 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
Consumer 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
reimbursing Holy Cross’s costs, Holy Cross may, in its sole discretion, terminate this
Agreement, in which event the Consumer shall be liable for all costs Holy Cross has incurred to
the date of 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
Consumer 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 25, 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).
20. 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
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orders of government, and other causes or contingencies of whatever nature be yond the
reasonable control of Holy Cross, or which reasonably could not have been anticipated and
avoided by Holy Cross.
21. 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
indemnification shall be deemed a waiver of any protections available to Consumer under the
Colorado Governmental Immunity Act.
22. 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.
23. 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.
24. 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
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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-performance 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 Consumer 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, this Agreement shall terminate when the Generating Facility is permanently removed
from service or becomes inoperative for a period in excess of one year.
25. 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.
26. Amendment. The Parties may amend this Agreement only by a written instrument duly
executed by both Parties.
27. 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.
28. 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.
29. 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.
30. 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 partnership obligation or partnership liability upon either party. Neither party shall have any
right, power 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.
31. 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
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affected by such ruling, and (3) the remainder of this Agreement shall remain in full force and
effect.
32. 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.
33. 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: _________(Initial)
Eagle County
PO Box 850
Eagle, CO 81631
34. 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.
35. 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.
36. 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.
37. 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.
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38. 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.
39. 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
Signature: ________________________________________________
Name: ________________________________________________ (please print)
Title: ________________________________________________
Date: _____________________
HOLY CROSS ENERGY
Signature: ________________________________________________
Name: ________________________________________________
Title: ________________________________________________
Date: _____________________
DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151
4/14/2020
Kathy Chandler-Henry
Chair
8/3/2020
Lisa Reed
Power Supply Supervisor
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
2/27/2020
Arthur J.Gallagher Risk Management Services,Inc.
6300 South Syracuse Way,Suite 700
Centennial CO 80111
Nathan Kathol
303-889-2548 720-200-5118
Nathan_Kathol@ajg.com
Colorado Counties Casualty &Property Pool
Pennsylvania Manufacturers Assoc Ins Co 12262EagleCounty
P.O.Box 850
Eagle,CO 81631
Various (See Attached)
2098526850
A X 250,000
X
250,000
Y PER PARTICIPATION CERT 1/1/2020 1/1/2021
250,000
A 250,000
X
X X
X Claims Made
PER PARTICIPATION CERT 1/1/2020 1/1/2021
B 10,000,000
X X
8220000951483 1/1/2020 1/1/2021
10,000,000
X 250,000
C
A
Excess Property
Prop,Mob Eq,Auto PD,XS See Attached
PER PARTICIPATION CERT
1/1/2020
1/1/2020
1/1/2021
1/1/2021
BLDG &PP
Member Ded =$500
$100,000,000
$150,000
RE:SRE Building,Eagle County Regional Airport,221 Eldon Wilson Road,Gypsum CO 81637.
Holy Cross Energy is an Additional Insured as respects general liability and umbrella liability policies,pursuant to and subject to the policy's terms,definitions,
conditions and exclusions.The Producer will endeavor to mail 30 days written notice to the Certificate Holder named on the certificate if any policy listed on the
certificate is cancelled prior to the expiration date.Failure to do so shall impose no obligation or liability of any kind upon the Producer or otherwise alter the
policy terms.
Holy Cross Energy
P.O Drawer 2150
Glenwood Springs CO 81602
THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE
DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151
3799 HIGHWAY 82∙P.O. DRAWER 2150
GLENWOOD SPRINGS, COLORADO 81602
(970)945-5491∙FAX (970) 947-5480
Revised May 9, 2014 Page 1 of 3
Renewable Energy Credit Sale and Assignment Contract
This Renewable Energy Credit Sale and Assignment Contract (hereafter “Contract” is made and entered
into this nineteenth day of February, 2020, by and between Holy Cross Electric Association, Inc., dba Holy
Cross Energy (“Holy Cross”), a Colorado cooperative electric association, whose address is 3799 Highway
82, Glenwood Springs, CO 81601, and Eagle County, Colorado, by and through its Board of County
Commissioners (“Consumer”), whose electric service address is 221 Eldon Wilson Rd., Gypsum, CO 81637
(the “Service Address”). The parties to this Contract may each hereinafter be referred to individually as
“Party” or both referred collectively as the “Parties.” In consideration of the mutual covenants set forth
herein, the Parties agree as follows:
1.Definitions. Unless otherwise defined herein, all capitalized terms shall use the definitions in the
Generator Interconnection Agreement executed in conjunction with this Agreement.
2.Sale and Assignment. Consumer agrees to grant, sell, convey and assign, and Holy Cross agrees to
purchase and accept from Consumer, in exchange for the consideration set forth in Section 2 below, all
Renewable Energy Credits (“RECs”1) generated by the Generating Facility at the Service Address for the
longer of a term of twenty years from the Commissioning Date listed or while the Generating Facility is
interconnected to Holy Cross’ distribution system. Holy Cross shall be entitled to all right, title and interest
in and associated with such RECs including all REC reporting rights. Consumer warrants that it has not
claimed ownership of the RECs or sold the RECs to or exchanged the RECs with any other person or
entity, such sale and assignment being the first and only sale and assignment of the RECs by Consumer.
Consumer shall not claim ownership of the RECs and Consumer shall not sell the RECs to or exchange
the RECs with any other person or entity.
3.Compensation. Holy Cross will pay an amount calculated in accordance with the rules of Holy Cross’
Renewable Incentive Program at the date all requirements of the Generator Interconnection Policy are
met. Consumer acknowledges and agrees that such payment constitutes full and complete consideration
for the sale and assignment of RECs described in this Contract. Consumer waives on behalf of itself, its
successors and assigns, including any subsequent purchaser of the premises at the Service Address,
1 "Renewable Energy Credit" or “REC” means a contractual right to the full set of Green Attributes resulting from one megawatt-hour (MWh) of electric
energy generated from an Eligible Energy Resource, as further provided in regulations adopted pursuant to C.R.S. § 40-2-124, currently set forth at 4 CCR
733-3, Rule 3652(n), as may be amended from time to time or as further defined or supplemented by Law.
"Green Attributes" mean the full set of environmental, power source and emissions characteristics, whether in the form of credits (including Renewable
Energy Credits), benefits, emissions reductions, offsets, allowances or by any other designation, attributable to the generation of electric energy from the
Facility. Green Attributes include but are not limited to (1) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluoro
carbons, perfluoro carbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental
Panel on Climate Change as of the effective date of this agreement, or otherwise under Law, to contribute to the actual or potential threat of altering the
Earth's climate by trapping heat in the atmosphere, (2) any avoided emissions of sulfur oxides (Sox), nitrogen oxides (Nox) and carbon monoxide (CO), and
of any other pollutant of the air, soil or water (other than GHGs) that is now regulated under Law, including as part of any renewable portfolio standard, or
tradable under any registration or trading program; and (3) the right of HCE as the owner or prospective owner of Green Attributes to report the
ownership of accumulated Green Attributes to any agency, authority or other party, including without limitation those Green Tag Reporting Rights
accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present domestic, international or foreign Law, renewable portfolio standard or
registration or trading program. One MWh of energy output generated from the Facility is assumed to be the equivalent to one unit of Green Attributes,
subject to applicable Law, standards or trading program requirements. Green Attributes do not include: (i) any energy, capacity, reliability or other power
attributes from the Facility; (ii) production tax credits associated with the construction or operation of the energy projects and other financial incentives in
the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation; or (iii) fuel-
related subsidies or "tipping fees" that may be paid to Seller to accept or dispose of certain fuels, or local subsidies received by the generator for the
destruction of particular pre-existing pollutants or the promotion of local environmental benefits.
DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151
Revised May 9, 2014 Page 2 of 3
any right to claim ownership of, or a right to additional compensation for, the RECs sold and transferred
under Section 1 of this Contract.
4.Representations. Consumer hereby makes the following representations and warranties to HCE:
a.Consumer warrants that the person executing this Contract is the owner of the Generating Facility,
and is duly authorized and legally competent to execute this Contract and to bind Consumer to the
terms hereof.
b.Consumer receives electric service from Holy Cross at the address set forth above, and is the person
in whose name electric service is listed at the Service Address or is the legally authorized
representative of such person.
5.Additional Terms and Conditions.
a. Consumer agrees that (i) it shall provide a copy of this Contract to any subsequent purchaser of or
successor in interest to Consumer’s premises at the Service Address, pursuant to subsection 4(e)
below and (ii) it shall notify Holy Cross in the event of sale or removal of the Generating Facility
equipment from Consumer’s premises, including the name, address and telephone number of the
purchaser of or successor in interest to the premises and/or the removed equipment.
b.The Consumer shall maintain the Generating Facility and the individual components of the system in
good working order at all times during the term of this Contract. Consumer shall operate the
Generating Facility in accordance with (i) the Holy Cross Energy Generator Interconnect Agreement;
and (ii) any original equipment manufacturer (OEM) manuals, copies of which shall be furnished to
Holy Cross upon demand. If during the term of this Contract the Generating Facility or any of the
individual components of the system should be damaged or destroyed, the Consumer shall promptly
repair or replace the equipment to its original specification, tilt and orientation at the Consumer’s sole
expense.
c.In the event that Consumer removes the Generating Facility, or the Generating Facility permanently
ceases energy production prior to the end of the term of this Contract, or this Contract is terminated
by Holy Cross due to breach by Consumer of Section 4(b) or any other provision of this Contract;
then Holy Cross may at its sole discretion recover from the Consumer [and in the event of such
demand to Consumer, Consumer shall pay to Holy Cross] all or a portion of the REC incentive
payment pro-rated over the then remaining Contract term together with all costs of collection including
attorney fees.
d.This Contract and the terms contained in the Contract shall be binding upon, shall inure to the benefit
of and shall be enforceable against the parties’ successors and assigns. Any purchaser of or
successor in interest to Consumer’s premises on which the Generating Facility is located shall be
deemed to be an assignee of this Contract and shall be bound by the terms hereof. This Contract
shall be governed by and interpreted in accordance with the laws of the State of Colorado. 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 or electronic copy of a
signature will be deemed original and binding. This Contract and the rights and obligations of the
parties hereunder shall be subject to all state, local, and federal laws, rules, regulations, ordinances,
orders, and decisions issued or promulgated for or by any court or regulatory agency having or
asserting jurisdiction over this Contract, the services to be performed hereunder, or of the Parties
hereto. Time is of the essence of this Contract.
DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151
Revised May 9, 2014 Page 3 of 3
e.In connection with any assignment of this Contract by Consumer, Consumer shall provide to assignee
the following documents: Assignment and Acknowledgment, in the form provided by Holy Cross in
response to Consumer request, a copy of this Contract, a copy of the Holy Cross Energy Generator
Interconnect Policy Agreement and information pertaining to any warranty remaining on the
Generating Facility.
As a qualified Holy Cross Consumer, I have read, understood, and agreed to the terms of the Contract set
forth above and accept the REC incentive payment to be disbursed by Holy Cross.
Consumer Name(s) (Printed): Eagle County, Colorado, by and through its Board of County Commissioners
Consumer Signature: ______________________________________ Date:
Consumer Signature: Date:
Relying on the information concerning the Generating Facility provided by Consumer to Holy Cross and
contingent on the actual equipment installed and confirmed by an “On-Site” inspection of the Generating Facility
by Holy Cross authorized personnel, Holy Cross agrees to the following REC incentive payment to Consumer:
Generating Facility size: 70.4 kW
The estimated incentive will be the lesser of $0.00 or 40% of the actual installed cost (on a $/kW basis)
for the first 25 kW of generation associated with any location if installed before June 9, 2020.
The actual payment is subject to changes in the WE CARE program, or its successor programs, the
continued eligibility of the consumer to receive incentives under the WE CARE program through the date
of the Holy Cross witness test, and the availability of funds if the system is not completed within 120 days
of the date on which the interconnection application was approved.
Estimated annual production: 96,881 Estimated RECs assigned to Holy Cross annually: 97 RECs
Actual incentive payment: ____________________ (Amount filled in by Holy Cross)
Holy Cross Energy
By: ___________________________________________________
Name: ___________________________________________________
Title: ___________________________________________________
Date: ___________________________
Commissioning Date:
(Date filled in by Holy Cross)
As a requirement to electrically connect to the Holy Cross distribution grid system, the Generating Facility must
pass an “On-Site” inspection conducted by authorized Holy Cross personnel. The date said Generating Facility is
inspected and approved by Holy Cross shall herein be defined as the “Commissioning Date.” In the event the
Generating Facility does not pass the required inspection, any and all deficiencies with the Generating Facility
shall be corrected by Consumer and then a re-inspection of the Generating Facility performed by Holy Cross.
DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151
4/14/2020
8/3/2020
5/1/2020
Power Supply Supervisor
Lisa Reed
COLORADO COUNTIES CASUALTY AND PROPERTY POOL1/1/2020 TO 1/1/2021 PROPERTY - LAYERED PROGRAM - POLICY NUMBERS, PARTICIPATION Layer Carrier Policy Number Participation % ParticipationPrimary $10,000,000 including Flood/Quake UW's at Lloyds (various) EW0039520, EW0039420 $5,500,000 55%2% Hail Ded/Per Building Colony Specialty BPR1800013 $1,500,000 15%Auto Physical Damage Over the Road Sublimit $1M Westchester Surplus (Lead) D38095432003 $2,000,000 20%Allied World 031216751A $1,000,000 10%Total Primary Layer$10,000,000 100%Colony Specialty XP20002 $2,000,000 13%$15,000,000 Excess of $10,000,000 Incl Flood/Quake Evanston (Markel) MKLV11XP007791 $4,750,000 32%UW's at Lloyds (various) EW0039420 $5,250,000 35%Westchester Surplus Lines D38095432003 $3,000,000 20%Total Exess Layer $15M xs $10M$15,000,000 100%$75,000,000 Excess of $25,000,000 Incl Flood/Quake Homeland Insurance Co. of NY 795011429 $75,000,000 100%Flood and Quake limits to $25M xs $25M)Total Excess Layer $75M xs $25M$75,000,000 100%Excess Automobile Physical Damage - over the Road Endurance IMU10012212602 $4,000,000$4,000,000 excess $1,000,000DocuSign Envelope ID: 759BA41F-2735-45DF-8D9C-EBCE79920151