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HomeMy WebLinkAbout144-08 RESOLUTIONRESOLUTION NO. 144-08 A RESOLUTION TO APPROVE THREE CONTRACTS FOR INTERCONNECTION WITH OZARKS ELECTRIC COOPERATIVE CORPORATION TO ALLOW THE CITY'S GENERATORS TO SYNCHRONIZE AND CONNECT WITH OZARKS ELECTRIC'S POWERGRID WHEREAS, the City has purchased and installed power generators at the Hamestring Lift Station, Nolan Sewer Plant and West Side Sewer Plant to be used in the event of power failure and to avoid peak rate electric charges; and WHEREAS, Ozarks Electric Cooperative Corporation, Inc. requires hold harmless agreements and other provisions from customers to allow interconnection with their electrical system. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the three Contracts for Interconnection attached to this Resolution which cover the City's electrical generators serving the Nolan Sewer Plant, the West Side Sewer Plant, and the Hamestring Lift Station and authorizes the Mayor to execute these contracts. PASSED and APPROVED this 15th day of July, 2008. APPROVED: By: DAN COODY, Mayor ATTEST: By: A4 tt- SONDRA E. SMITH, City Clerk/Treasurer "` i JT PF I'f''`c9s.,' •. 4'ma,0°•p' G • 121U;FAYETTEVILI": y •.9PTA145P oJ�`, /��'Sy'NGTOt G�.``. Bio Rva LthAtestit,1Prt Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation du iv This INTERCONNECTION AGREEMENT ("Agreement") is made and entered into this iay of hoer 1 2008, by Ozarks Electric Cooperative Corporation, a corporation organized under the laws of Arkansas and Oklahoma (Cooperative), and City of Fayetteville, each hereinafter sometimes referred to individually as "Party" or both referred to collectively as the "Parties". WITNESSETH: WHEREAS, Cooperative is a rural electric cooperative corporation serving, among other areas, portions of the territory in and around the City of Fayetteville, Arkansas; and WHEREAS, the City of Fayetteville, Arkansas, is a municipal corporation which owns and operates water and sewer treatment facilities; and WHEREAS, City of Fayetteville, Arkansas, is constructing a water and sewer treatment plan located in Cooperative's territory at 5 Broyles Road, Fayetteville, AR; and WHEREAS, City of Fayetteville, Arkansas, will, at the aforesaid water and sewer treatment facility location construct distributive generation for use in providing off-peak generation to such facilities as a distributive generation owner/operator ("DG Owner/Operator"); and WHEREAS the parties hereto define the terms and conditions under which DG Owner/Operator shall receive a large power off-peak contract and synchronize for a brief time when going on and off Cooperative's system. NOW, THEREFORE, in consideration of the mutual covenants and terms set forth herein, the parties agree as follows, to -wit: 1. Scope of Agreement — This Agreement is applicable to conditions under which the Cooperative and the DG Owner/Operator agree that the Facility (described in "Exhibit A") owned by the DG Owner/Operator of 2MW or less, to be interconnected at 12.470 kV to the Cooperative's electric power distribution system ("System"). DG Owner/Operator shall receive service from Cooperative in accordance with the terms of Cooperative's "Large Power off Peak — City of Fayetteville" rate on file with the Arkansas Public Service Commission, as now in force and as amended hereafter. A true and correct copy of Exhibit A, Facilities Schedule, is attached hereto and incorporated by reference herein. 2. Establishment of Point of Interconnection — The point where the electric energy first leaves the wires or facilities owned by the Cooperative and enters the wires or facilities owned by DG Owner/Operator is the "Point of Interconnection" Cooperative and DG Owner/Operator agree to interconnect the Facilities at the Point of Interconnection in accordance with the Cooperative's rules, regulations, by-laws, rates, tariffs, and guidelines (the "Rules") which are incorporated herein by reference. The interconnection equipment installed by the DG Owner/Operator ("Interconnection Facilities") shall be in accordance with the Rules as well. 3. Responsibilities of Cooperative and DG Owner/Operator for Installation, Operation and Maintenance of Facilities — DG Owner/Operator will, at its own cost and expense, install, operate, maintain, repair and inspect, and shall be fully responsible for its Facilities and Interconnection Facilities, unless otherwise specified on Exhibit A. Page 1 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation DG Owner/Operator shall conduct operations of its Facilities and Interconnection Facilities in compliance with all. aspects of the Rules and in accordance with industry standard prudent engineering practice. The Cooperative shall conduct operations of its electric distribution facilities in compliance with all aspects of the Rules, or as further described and mutually agreed to in the applicable Facilities Schedule attached hereto as Exhibit A. Maintenance of Facilities and Interconnection Facilities shall be performed in accordance with the applicable manufacturers' recommended maintenance schedule. The DG Owner/Operator agrees to cause its Facilities and Interconnection Facilities to be constructed in accordance with the Rules and specifications equal to or better than those provided by the National Electrical Safety Code and the National Electrical Code, both codes approved by the American National Standards Institute in effect at the time of construction. The DG Owner/Operator covenants and agrees to cause the design, installation, maintenance and operation of its Facilities and Interconnection Facilities so as to reasonably minimize the likelihood of a malfunction or other disturbance, damaging or otherwise, affecting or impairing the System. DG Owner/Operator shall comply with all applicable laws, regulations, zoning codes, building codes, safety rules and environmental restrictions applicable to the design, installation, operation and maintenance of its Facilities and Interconnection Facilities. Cooperative will notify DG Owner/Operator if there is evidence that the Facilities' or Interconnection Facilities' operation causes disruption or deterioration of service to other customers served from the System, or if the Facilities' or Interconnection Facilities' operation causes damage to the System. DG Owner/Operator will notify the Cooperative of any emergency or hazardous condition or occurrence with the DG Owner/Operator's Facilities or Interconnection Facilities, which could affect safe operation of the System. The DG Owner/Operator shall provide all easements, licenses, and other rights necessary to enable the Cooperative to interconnect with the Facility. 4. Operator in Charge — The DG Owner/Operator and Cooperative shall each identify an individual (by name or title) who will perform as "Operator in Charge" of the Facilities and the DG Owner/Operator portion of the Interconnection Facilities. This individual must be familiar with this Agreement, as well as provisions of the Rules and any other agreements or regulations that may apply and must be technically capable of operating the Facility. 5. Power Sales to Cooperative - Interconnection of the Facilities with the System does not grant the DG Owner/Operator the right to export power through the system to others not a party to this Agreement nor does it constitute an agreement by the Cooperative to purchase or wheel excess power. 6. Limitation of Liability and Indemnification a. Notwithstanding any other provision in this Agreement, with respect to the Cooperative's provision of electric service to DG Owner/Operator and the services provided by the Cooperative pursuant to this Agreement, Cooperative's liability to DG Owner/Operator shall be limited as set forth in the Cooperative's tariffs and terms and conditions for electric service, which are incorporated herein by reference. b. For the purposes of this Agreement, a Force Majeure event is any event: (a) that is beyond the reasonable control of the affected party; and (b) that the affected party is unable to prevent or provide against by exercising reasonable diligence, including the following events or circumstances, but only to the extent that they satisfy the preceding requirements: acts of war, public disorder, rebellion or insurrection; floods, hurricanes, earthquakes, lighting, storms or other natural calamities; explosions or fires; strikes, work stoppages or labor disputes; embargoes; and sabotage. If a Force Majeure event prevents a party from fulfilling any obligations under this agreement, such party will promptly notify the other party in writing and will keep the other party informed on a continuing basis as to the scope and duration of the Force Majeure event. The affected party will specify the circumstances of the Force Majeure event, its expected duration, and the steps that the affected party is taking to mitigate the effect of the event on its performance. The affected party will be entitled to suspend or modify its Page 2 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation performance of obligations under this Agreement, but will use reasonable efforts to resume its performance as soon as possible. c. Notwithstanding Paragraph 5.b of this Agreement, the DG Owner/Operator shall assume all liability for, and shall indemnify the Cooperative and its members, trustees, directors, officers, managers, employees, agents, representatives, affiliates, successors and assigns for, and shall hold them harmless from and against any claims, losses, costs, and expenses of any kind or character to the extent that they result from DG Owner/Operator's negligence or other wrongful conduct in connection with the design, construction, installation, operation or maintenance of the Facilities or Interconnection Facilities. Such indemnity shall include, but is not limited to, financial responsibility for (a) monetary losses; (b) reasonable costs and expenses of defending an action or claim, including attorney's fees; (c) damages related to death or injury; (d) damages to property; and (e) damages for the disruption of business. d. Cooperative and DG Owner/Operator shall each be responsible for the safe installation, maintenance, repair and condition of their respective lines, wires, switches, or other equipment or property on their respective sides of the Point of Interconnection. The Cooperative does not assume any duty of inspecting the DG Owner/Operator's lines, wires, switches, or other equipment or property and will not be responsible therefore. DG Owner/Operator assumes all responsibility for the electric service supplied hereunder and the facilities used in connection therewith, at or beyond the Point of Interconnection. e. For the mutual protection of the DG Owner/Operator and the Cooperative, only with Cooperative prior written authorization are the connections between the Cooperative's service wires and the DG Owner/Operator's service entrance conductors to be energized. 7. Testing and Testing Records — The DG Owner/Operator shall provide to the Cooperative all records of testing. Testing of protection systems for intermediate and large units shall be limited to records of compliance with standard acceptance procedures and by industry standards and practices. These records shall include testing at the start of commercial operation and periodic (once a year minimum) testing thereafter. Factory testing of pre- packaged Interconnection Facilities and the protective systems of small units shall be acceptable. In the case of a factory test, the DG Owner/Operator needs to provide a written description and certification by the factory of the test, the test results, and the qualification of any independent testing laboratory. In addition, the settings of the overcurrent, voltage, frequency, or coordination equipment being installed are to be approved by the Cooperative prior to DG operation. 8. Right of Access, Equipment Installation, Removal & Inspection — The Cooperative shall have access to the premises of the DG Owner/Operator at any time whether before, during or after the time the Facilities first produce energy to inspect the Facilities and Interconnection Facilities, and observe the Facility's installation, commissioning (including any testing), startup, operation, and maintenance. 9. Disconnection of Facilities — DG Owner/Operator retains the option to disconnect its Facilities from the System, provided that DG Owner/Operator notifies the Cooperative of its intent to disconnect by giving the Cooperative at least thirty (30) days' prior written notice. Such disconnection shall not be a termination of this Agreement unless DG Owner/Operator exercises rights under Section 12 that do not lead to a resolution of the issue. DG Owner/Operator shall disconnect Facilities from the System upon the effective date of any termination resulting from and required by actions under Section 12. Cooperative shall have the right to immediately disconnect or cause the DG Owner/Operator to disconnect the Facilities from the System, either manually at the facility or remotely, and suspend service in cases where continuance of service to or from DG Owner/Operator will endanger persons or property. During any forced outage of the System serving DG Owner/Operator, Cooperative shall have the right to suspend service and disconnect or Page 3 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation cause the DG Owner/Operator to disconnect the Facilities from the System to effect repairs on the System, but the Cooperative shall use its reasonable efforts to provide the DG Owner/Operator with reasonable prior notice. The Cooperative shall have the right, upon reasonable notice, to suspend service and disconnect or cause the DG Owner/Operator to disconnect the Facility from the System to allow the Cooperative to effect routine standard planned maintenance and /or repairs on the System. Additionally, the Cooperative may disconnect any DG equipment after written notice stating the reason for such discontinuance has been given to the DG Owner/Operator in the event of the following: 1) Any time service is discontinued under the terms of this Agreement. 2) If the DG Owner/Operator refused to provide the Cooperative reasonable access to its equipment upon DG Owner/Operator property. 3) Violation of any Rule or non-compliance with any applicable federal, state, municipal, or other local laws, rules or regulation. 4) Violation of or non-compliance with any approved tariff or this Agreement. 5) Failure of DG Owner/Operator to make application for service. 6) Failure of DG Owner/Operator to make application for service in the true name of the DG Owner/Operator for the purpose of avoiding payment of any unpaid obligation for electric service provided. The Cooperative may disconnect any DG equipment without advance notice for any of the following reasons: 1) Existence of a dangerous or defective condition or wiring or equipment on DG Owner/Operator's premises. 2) Fraudulent use or sale of electricity. 3) Tampering with the Cooperative's controlling, regulating, and/or measuring equipment or other property. 4) Prolonged parallel operation and reverse fault current. 10. Metering — The Cooperative shall purchase, own, install and maintain such metering equipment as may be necessary to meter the electrical output of the Facilities in accordance with Section 9. All costs associated therewith shall be bome by the DG Owner/Operator. Metering in general shall track the kWh production of the Facilities. Metering shall meet accuracy standards required for equivalent electrical services and can be done with standard meters or any devices that meet data collection and accuracy requirements. 11. Insurance — DG Owner/Operator shall carry adequate insurance coverage that shall be acceptable to the Cooperative and the initial coverage shall be not less than $1,000,000.00. The Cooperative shall be named as an additional insured on all such policies and may request current insurance certificates from the DG Owner/Operator. The DG Owner/Operator agrees to defend, indemnify and hold harmless the Cooperative from any and all claims whatsoever of any nature or kind; including, but not limited to, those brought by employees or subcontractors of the DG Owner/Operator or any other person, including the general public, arising out of or as a result of any failure to act, whether or not negligent, arising out of the performance of this Agreement. Neither party shall be liable for revenue loss resulting from interruption or partial interruption of service hereunder. Notwithstanding any provisions of this Agreement to the contrary, the DG Owner/Operator shall be responsible for all damage to, or loss of the Cooperative's property located upon and adjacent to the DG Owner/Operator's property, unless occasioned by causes beyond the DG Owner/Operator's control. The DG Owner/Operator shall not authorize or allow anyone to change, alter, remove or tamper with the Cooperative's property. Page 4 of 9 Ozarks Electric Cooperative Corporation Contract for ]interconnection of Customer -Owned Generation 12. Effective Term and Termination Rights — This Agreement becomes effective when executed by both Parties and shall continue in effect until terminated. This Agreement may be terminated as follows: (a) DG Owner/Operator may terminate this Agreement at any time by giving the Cooperative at least sixty (60) days' written notice; (b) Cooperative may terminate upon failure by the DG Owner/Operator to generate energy from the Facilities and deliver such energy to the Cooperative within six (6) months after completion of the interconnection; (c) either Party may terminate by giving the other Party at least thirty (30) days prior written notice that the other Party is in default of any of the terms and conditions of the Agreement or the Rules or any rate schedule, tariff, regulation, contract, or policy of the Cooperative, so long as the notice specifies the basis for termination and there is opportunity to cure the default; (d) Cooperative may terminate by giving DG Owner/Operator at least sixty (60) days notice in the event that there is a material change in an applicable law, or any requirement of the Cooperative's wholesale electric suppliers or of any transmission utility, independent system operator or regional transmission organization having responsibility for the operation of any part of the System. No termination of this agreement by either party constitutes a release of financial responsibility due to a rate schedule, tariff, or other separate agreement. 13. 14. Compliance with Laws, Rules and Tariffs — Both the Cooperative and the DG Owner/Operator shall be responsible for complying with the laws of the State of Arkansas, and the Rules. The interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Rules, which Rules are hereby incorporated into this Agreement by this reference. The Cooperative shall have the right to publish changes in any of the Rules at any time. 15. Severability —If any portion or provision of this Agreement is held or adjudged for any reason to be invalid or illegal or unenforceable by any court of competent jurisdiction, such portion shall be deemed separate and independent, and the remainder of this Agreement shall remain in full force and effect. 16. 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. 17. Entirety of Agreement and Prior Agreements Superseded — This Agreement, .including the Rules and all attached Exhibits and Facilities 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 or in the DG Owner/Operator application, or other written information provided by the DG Owner/Operator in compliance with the Rules. 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. 18. Assignment — The DG Owner/Operator shall not assign this Agreement to any other person, firm, corporation, Limited Liability Company or any other entity. 19. 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 Cooperative: Keith Kaderly, Manager of Marketing/Energy Sales Chris Vaught, Manager of Engineering Ozarks Electric Cooperative Corporation P. O. Box 848 Page 5 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation Fayetteville, AR 72702-0848 (b) If to DG Owner/Operator: MAY let �ty 0 yeinvtg- 1/3 w, mcno4v'7 pittal/c,-A-rz 702 70/ The above -listed names, titles, and addresses of either Party may be changed by written notification to the other, notwithstanding Section 19. 19. Invoicing and Payment — Invoicing and payment terms for services associated with this Agreement shall be consistent with applicable Rules. 20. Limitations (No Third -Party Beneficiaries, Waiver, etc.) — 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. This Agreement may not be assigned by the DG Owner/Operator without the prior written consent of the Cooperative as specified in Section 16. 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. 21. 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. 22. 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. Ozarks Electric Cooperative ��ppCoo�� rporation `ri'• t BY: Mad *r" TITLE: Pan /& O 4/fo /4 DATE: OZARKS ELECTRIC COOPERATIVE CORPORATION By PRESIDENT C,jlr F FAYETTEVILLE, ARKANSAS ATTEST: By Page 6 of 9 Son ra E. Smith, City Clerk/Treasurer •• �. ;FAYETTEVILLE: °9d KANS::•Nf Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation EXHIBIT A FACILITY IDENTIFICATION AND POINT OF INTERCONNECTION DG Owner/Operator will, at its own cost and expense, operate, maintain, repair, and inspect, and shall be fully responsible for its Facilities, unless otherwise specified on this Exhibit. Page 7of9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation EXHIBIT B FACILITY ONE -LINE DIAGRAM 1 ,. TALL DATE DEIDYEIv( Page 8 of 9 0 OM1 IIII 15 - :c IV(0) J� 1 ,. TALL DATE DEIDYEIv( Page 8 of 9 0 OM1 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation FACILITIES SCHEDULE 1. Name: City of Fayetteville, Arkansas 2. Facilities location: 5 Broyles Road, Fayetteville, AR 3. Delivery voltage: 7200/12470 grounded Y 4. Metering (voltage, location, losses adjustment due to metering location, and other: Metering at primary voltage at the Facility location. 5. Normal Operation of Interconnection: Parallel operation only during generator sync, normally 60 seconds during transition. Generation is for Peak usage and standby power in the case of outage. 6. One line diagram attached (check one):/ X Yes / No 7. Facilities to be furnished by Cooperative: All primary facilities except transformer for generator, tie breaker at point of interconnection, and instrument metering for sensing at point of interconnection. 8. Facilities to be furnished by DG Owner/Operator: Generation equipment and associated transformer and switch, tie breaker, and instrument metering for sensing at point of interconnection. 9. Cost Responsibility: DG Owner/Operator is responsible for all costs and/or fees associated with the design, setup, planning, coordination, and construction of facilities required or mandated by the Cooperative to accommodate the presents of DG facilities to date and hereinafter. 10. Control area interchange point (check one): / X Yes / No 11. Supplemental terms and conditions attached (check one): / Yes / X No 12. Cooperative rules for DG interconnection attached (check one): / X Yes / No 13. Requirement for initial engineering study waved (check one): / X Yes / _ No Ozarks Electric �C000peerative Corporation /t BY: /" / : /4t QaLsr� TITLE: Pasl frO I DATE: ep13v1408 OZARKS ELECTRIC COOPERATIVE CORPORATION By I%.'f r� PRESIDEN By DA CITY OF FAYETTEVILLE, ARKANSAS C . MAYOR ATTEST: By: "Ht Ntln/p. ,,G\sy NTR�fay , 8Ga . ° Pa : FAY ETT EVILLE; :s.3 Sondra E. Smith, City CleildTreasurer Page 9 of 9 k Ozarks Electric Cooperative Corp. Generator Interconnection Rules and Requirements 150KW and Above I. Scope — This document is a technical specification for generation interconnection in instances where interconnection is permissible through rates, tariffs or contract. It is not to be misconstrued as the sole requirements for interconnection. Also, this guideline is meant to cover basic requirements for most large industrial or commercial interconnected generation. However, given the wide variety of possible generating facilities, it becomes problematic to designate requirements for all the complex possibilities that might arise in conjunction with interconnected generation. Thus, any additional requirements for unique installations will be covered in an interconnection agreement between Ozarks Electric Cooperative Corporation (OECC) and the Distributed Generation (DG) Owner/Operator. Any such requirements or arrangements so stated in an interconnection agreement will supersede any rules stated in this guideline. Further, these rules and guidelines will require revision and updating as technology and techniques evolve in the industry. Thus, OECC shall have the right to publish changes to these rules at any time. 11. Definitions Application for Interconnection: A form that is required for application to interconnect DG facilities with the OECC System that state the Generation System's characteristics, including Generation Facility Capacity, desired interconnection method, Point of Common Interconnection device type and settings, etc. Closed Transition Transfer: Method of transferring the local loads between OECC's system and the generator such that the generator and OECC's systems are interconnected for a short time (100 msec. or less). Dedicated Facilities: The equipment that is installed due to the interconnection of the Generation System and not required to serve other OECC Members. DG Owner/Operator: The party or parties who will own/operate the Generation System and are responsible for meeting the requirements of the agreements and Technical Requirements. This could be the Generation System applicant, installer, owner, designer, or operator, or any combination of these entities. DNP 3.0: A SCADA communications protocol. Extended Parallel: The Generation System is designed to remain connected with OECC for an extended period of time. Generation/Generator: Any device producing electrical energy, i.e., rotating generators driven by wind, steam turbines, internal combustion engines, hydraulic turbines, solar, fuel cells, etc.; or any other electric producing device, including energy storage technologies. Generation System: The interconnected generator(s), controls, relays, switches, breakers, transformers, inverters and associated wiring and cables, up to the Point of Interconnection. Lock out: To make unavailable for a close of contacts by a physical means. If a device is locked out, it can not be physically made to close of its contacts until the lock out provision is physically reset or removed. Nameplate Capacity: The total nameplate capacity rating of all the Generation included in the Generation System. For this definition, the "standby" and/or maximum rated KW capacity on the nameplate shall be used. Open Transition Transfer: Method of transferring the local loads between OECC's system and the generator such that the generator and OECC's system are never interconnected. Point of Delivery: This is also the point where the energy changes possession from one party to the other. Typically, this will be where the metering is installed, but it is not required that the Point of Delivery is the same as where the energy is metered. The Point of Delivery may also be at. the Point of Interconnection, but is not required to be. Point of Interconnection/Point of Conunon Coupling (PCC)/: The point where OECC is connected to a Generation System. SCADA: Supervisory Control And Data Acquisition. Equipment and communications devices that allow control and monitoring of remote equipment from OECC dispatch center or offices. Soft Loading Transfer: Method of transferring the local loads between OECC and the generator such that the generator and OECC's system are interconnected for a limited amount of time (generally less than three minutes). If the interconnection extends beyond three minutes, the interconnection is then defined as extended parallel. 111. General Requirements In general, all generator installations covered under these rules shall comply with the latest revision of IEEE Standards 1547, 1547.1, 1547.2, 519, 929, C37.90.1, C37.90.2, C62.41.2, C62.42, and ANSI C84.1, and ANSI/IEEE 466 and Standard 80, and any other such ANSUIEEE standards that apply to the generation facilities referenced in this guideline. However, in areas where the Specific Requirements in these rules conflict or detail more stringent requirements, these rules supersede those specific areas of IEEE 1547, 1.547.1., and 1547.2. 2 The DG Owner/Operator shall be responsible for compliance with all applicable local, city, state, or federal codes, guidelines. Further, interconnected generation shall meet the latest revision of the National Electric Safety Codes (NESC) and National Electric Code (NEC). IV. Specific Requirements A DG Owner/Operator shall submit an Application for Interconnection to OECC before any consideration shall be made in regard to interconnection of facilities. Interconnection agreements: An interconnection agreement shall be executed between OECC and the DG Owner/Operator before a Generator will be allowed to connectunder any method except Open Transition Transfer. The DG Facilities shall not inject any abnormal voltage into the OECC system. The Cooperative may send an employee, agent or contractor to the premises of the DG Owner/Operator at any time whether before, during or after the time the Facilities first produce energy to inspect the Facilities and Interconnection Facilities, and observe the Facility's installation, commissioning (including any testing), startup, operation and maintenance. At any time, Cooperative shall have access to DG Owner/Operator's premises for any reasonable purpose in connection with the interconnection described in this guideline or applicable interconnection agreement or to provide service to its customers. A protective device shall be installed at the Point of Interconnection that shall be capable of interrupting the total fault current available from either side of the Point of Interconnection. This device shall have the provision to lock out the device to prevent any electronic means of closure or any incidental manual close. This means of lock out shall either be by mechanical mean attached on an OECC pole at a height as to not be readily accessible to the general public, or be in an enclosure such that an OECC pad lock can be installed to prohibit any close. Depending on the size and complexity of the DG facility, a utility grade relay controlled circuit breaker may be required as the protective device. This device may be required to communicate via DNP 3.0. The generator(s) on an interconnected system shall have an emergency stop button such that the entire installation will interrupt load and bring the generators to a stop in the quickest possible time without undue damage to the generators. The emergency stop button shall be located such that it is readily accessible to OECC personnel and be appropriately labeled. Acceptance testing shall be required for each DG installation and the records for these tests shall be made available to OECC. Further testing may be required by OECC depending on the size and type of DG installation. In addition, the settings of the equipment being installed are to be approved by OECC prior to DG operation The DG Owner/Operator shall retest protective relaying on an annual basis. Furthermore, the DG Owner/Operator shall retest the DG Owner/Operator's protective/synchronization equipment each time a settings change is made, and provide all records of testing to the Cooperative 3 Monitoring and shutdown control of the DG facilities shall be made available to OECC via the cooperative's SCADA system. Islanding of the facilities on the load side of the Point Of Interconnection shall be allowed h certain instances, and shall be covered individually in an Interconnection Agreement. An engineering study shall be required to determine the impact of DG on the OECC system unless a written waver from OECC is obtained. OECC retains the right to require a study or an additional study if the DG facilities increase in size or characteristic changes are made to the facility. In consideration of the applicability of this guideline, the full nameplate ratings of multiple generators at one location shall be summed and considered as the full generation capacity of the DG facility. The DG Owner/Operator shall be financially responsible for OECC system modifications, additions, and/or dedicated facilities that are deemed reasonably necessary by the Cooperative, including but not limited modifications or additions of lines, structures, equipment, substations, relaying, monitoring, communications, supervisory control, training, engineering studies and grounding. 4 02146 St4AAsitebusRoate Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation This INTERCONNECTION AGREEMENT ("Agreement") is made and entered into this 5 day of 2008, by Ozarks Electric Cooperative Corporation, a corporation organized under the laws of Arkansas and Oklahoma (Cooperative), and City of Fayetteville, each hereinafter sometimes referred to individually as "Party" or both referred to collectively as the "Parties". WITNESSETH: WHEREAS Cooperative is a rural electric cooperative corporation serving, among other areas, portions of the territory in and around the City of Fayetteville, Arkansas; and WHEREAS, the City of Fayetteville, Arkansas, is a municipal corporation which owns and operates water and sewer treatment facilities; and WHEREAS, City of Fayetteville, Arkansas, is constructing a water and sewer treatment plan located in Cooperative's territory at 2065 Sunshine Rd, Fayetteville, AR; and WHEREAS, City of Fayetteville, Arkansas, will, at the aforesaid water and sewer treatment facility location construct distributive generation for use in providing off-peak generation to such facilities as a distributive generation owner/operator ("DG Owner/Operator"); and WHEREAS, the parties hereto define the terms and conditions under which DG Owner/Operator shall receive a large power off-peak contract and synchronize for a brief time when going on and off Cooperative's system. NOW, THEREFORE, in consideration of the mutual covenants and terms set forth herein, the parties agree as follows, to -wit: I. Scope of Agreement — This Agreement is applicable to conditions under which the Cooperative and the DG Owner/Operator agree that the Facility (described in "Exhibit A") owned by the DG Owner/Operator of 2MW or less, to be interconnected at 12.470 kV to the Cooperative's electric power distribution system ("System"). DG Owner/Operator shall receive service from Cooperative in accordance with the terms of Cooperative's "Large Power off Peak — City of Fayetteville" rate on file with the Arkansas Public Service Commission, as now in force and as amended hereafter. A true and correct copy of Exhibit A, Facilities Schedule, is attached hereto and incorporated by reference herein. 2. Establishment of Point of Interconnection — The point where the electric energy first leaves the wires or facilities owned by the Cooperative and enters the wires or facilities owned by DG Owner/Operator is the "Point of Interconnection." Cooperative and DG Owner/Operator agree to interconnect the Facilities at the Point of Interconnection in accordance with the Cooperative's rules, regulations, by-laws, rates, tariffs, and guidelines (the "Rules") which are incorporated herein by reference. The interconnection equipment installed by the DG Owner/Operator ("Interconnection Facilities") shall be in accordance with the Rules as well. 3. Responsibilities of Cooperative and DG Owner/Operator for Installation, Operation and Maintenance of Facilities — DG Owner/Operator will, at its own cost and expense, install, operate, maintain, repair and inspect, and shall be fully responsible for its Facilities and Interconnection Facilities, unless otherwise specified on Exhibit A. Page 1 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation DG Owner/Operator shall conduct operations of its Facilities and Interconnection Facilities in compliance with all aspects of the Rules and in accordance with industry standard prudent engineering practice. The Cooperative shall conduct operations of its electric distribution facilities in compliance with all aspects of the Rules, or as further described and mutually agreed to in the applicable Facilities Schedule attached hereto as Exhibit A. Maintenance of Facilities and Interconnection Facilities shall be performed in accordance with the applicable manufacturers recommended maintenance schedule. The DG Owner/Operator agrees to cause its Facilities and Interconnection Facilities to be constructed in accordance with the Rules and specifications equal to or better than those provided by the National Electrical Safety Code and the National Electrical Code, both codes approved by the American National Standards Institute in effect at the time of construction. The DG Owner/Operator covenants and agrees to cause the design, installation, maintenance and operation of its Facilities and Interconnection Facilities so as to reasonably minimize the likelihood of a malfunction or other disturbance, damaging or otherwise, affecting or impairing the System. DG Owner/Operator shall comply with all applicable laws, regulations, zoning codes, building codes, safety rules and environmental restrictions applicable to the design, installation, operation and maintenance of its Facilities and Interconnection Facilities. Cooperative will notify DG Owner/Operator if there is evidence that the Facilities' or Interconnection Facilities' operation causes disruption or deterioration of service to other customers served from the System, or if the Facilities' or Interconnection Facilities' operation causes damage to the System. DG Owner/Operator will notify the Cooperative of any emergency or hazardous condition or occurrence with the DG Owner/Operator's Facilities or Interconnection Facilities, which could affect safe operation of the System. The DG Owner/Operator shall provide all easements, licenses, and other rights necessary to enable the Cooperative to interconnect with the Facility. 4. Operator in Charge — The DG Owner/Operator and Cooperative shall each identify an individual (by name or title) who will perform as "Operator in Charge" of the Facilities and the DG Owner/Operator portion of the Interconnection Facilities. This individual must be familiar with this Agreement, as well as provisions of the Rules and any other agreements or regulations that may apply and must be technically capable of operating the Facility. 5. Power Sales to Cooperative - Interconnection of the Facilities with the System does not grant the DG Owner/Operator the right to export power through the system to others not a party to this Agreement nor does it constitute an agreement by the Cooperative to purchase or wheel excess power. 6. Limitation of Liability and Reimbursement of Losses a. Notwithstanding any other provision in this Agreement, with respect to the Cooperative's provision of electric service to DG Owner/Operator and the services provided by the Cooperative pursuant to this Agreement, Cooperative's liability to DG Owner/Operator shall be limited as set forth in the Cooperative's tariffs and terms and conditions for electric service, which are incorporated herein by reference. b. For the purposes of this Agreement, a Force Majeure event is any event: (a) that is beyond the reasonable control of the affected party; and (b) that the affected party is unable to prevent or provide against by exercising reasonable diligence, including the following events or circumstances, but only to the extent that they satisfy the preceding requirements: acts of war, public disorder, rebellion or insurrection; floods, hurricanes, earthquakes, lighting, storms or other natural calamities; explosions or fires; strikes, work stoppages or labor disputes; embargoes; and sabotage. If a Force Majeure event prevents a party from fulfilling any obligations under this agreement, such party will promptly notify the other party in writing and will keep the other party informed on a continuing basis as to the scope and duration of the Force Majeure event. The affected party will specify the circumstances of the Force Majeure event, its expected duration, and the steps that the affected party is taking to mitigate the effect of the event on its performance. The affected party will be entitled to suspend or modify its Page 2 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation performance of obligations under this Agreement, but will use reasonable efforts to resume its performance as soon as possible. c. Notwithstanding Paragraph 5.6 of this Agreement and not waiving the City's statutory immunity, the DG Owner/Operator shall hold the Cooperative and its members, trustees, directors, officers, managers, employees, agents, representatives, affiliates, successors and assigns harmless from any and all claims, losses, costs and expenses of any kind or character to the extent that they result from City of Fayetteville's negligence or wrongful conduct in connection with design, construction, installation, operation or maintenance of the Facilities or Interconnection Facilities. The City of Fayetteville shall reimburse the Cooperative for any of its (a) monetary losses; (b) reasonable costs and expenses of defending an action or claim, including attomey's fees and any damages assessed against the Cooperative to the extent the costs and damages resulted from DG Owner/Operator's negligence or wrongful conduct in connection with the design, construction, installation, operation or maintenance of the Facilities or Interconnection Facilities, d. Cooperative and DG Owner/Operator shall each be responsible for the safe installation, maintenance, repair and condition of their respective lines, wires, switches, or other equipment or property on their respective sides of the Point of Interconnection. The Cooperative does not assume any duty of inspecting the DG Owner/Operator's lines, wires, switches, or other equipment or property and will not be responsible therefore. DG Owner/Operator assumes all responsibility for the electric service supplied hereunder and the facilities used in connection therewith, at or beyond the Point of Interconnection. e. For the mutual protection of the DG Owner/Operator and the Cooperative, only with Cooperative prior written authorization are the connections between the Cooperative's service wires and the DG Owner/Operator's service entrance conductors to be energized. 7. Testing and Testing Records — The DG Owner/Operator shall provide to the Cooperative all records of testing. Testing of protection systems for intermediate and large units shall be limited to records of compliance with standard acceptance procedures and by industry standards and practices. These records shall include testing at the start of commercial operation and periodic (once a year minimum) testing thereafter. Factory testing of pre- packaged Interconnection Facilities and the protective systems of small units shall be acceptable In the case of a factory test, the DO Owner/Operator needs to provide a written description and certification by the factory of the test, the test results, and the qualification of any independent testing laboratory. In addition, the settings of the overcurrent, voltage, frequency, or coordination equipment being installed are to be approved by the Cooperative prior to DG operation. 8. Right of Access, Equipment Installation, Removal & Inspection — The Cooperative shall have access to the premises of the DG Owner/Operator at any time whether before, during or after the time the Facilities first produce energy to inspect the Facilities and Interconnection Facilities, and observe the Facility's installation, commissioning (including any testing), startup, operation, and maintenance. 9. Disconnection of Facilities — DG Owner/Operator retains the option to disconnect its Facilities from the System, provided that DG Owner/Operator notifies the Cooperative of its intent to disconnect by giving the Cooperative at least thirty (30) days' prior written notice. Such disconnection shall not be a termination of this Agreement unless DG Owner/Operator exercises rights under Section 12 that do not lead to a resolution of the issue. DG Owner/Operator shall disconnect Facilities from the System upon the effective date of any termination resulting from and required by actions under Section 12. Cooperative shall have the right to immediately disconnect or cause the DG Owner/Operator to disconnect the Facilities from the System, either manually at the facility or remotely, and suspend service in cases where continuance of service to or from DG Owner/Operator will endanger persons or property. During any forced outage Page 3 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation of the System serving DG Owner/Operator, Cooperative shall have the right to suspend service and disconnect or cause the DG Owner/Operator to disconnect the Facilities from the System to effect repairs on the System, but the Cooperative shall use its reasonable efforts to provide the DG Owner/Operator with reasonable prior notice. The Cooperative shall have the right, upon reasonable notice, to suspend service and disconnect or cause the DG Owner/Operator to disconnect the Facility from the System to allow the Cooperative to effect routine standard planned maintenance and /or repairs on the System. Additionally, the Cooperative may disconnect any DG equipment after written notice stating the reason for such discontinuance has been given to the DG Owner/Operator in the event of the following: 1) Any time service is discontinued under the terms of this Agreement. 2) If the DG Owner/Operator refused to provide the Cooperative reasonable access to its equipment upon DG Owner/Operator property. 3) Violation of any Rule or non-compliance with any applicable federal, state, municipal, or other local laws, rules or regulation. 4) Violation of or non-compliance with any approved tariff or this Agreement. 5) Failure of DG Owner/Operator to make application for service. 6) Failure of DG Owner/Operator to make application for service in the true name of the DG Owner/Operator for the purpose of avoiding payment of any unpaid obligation for electric service provided. The Cooperative may disconnect any DG equipment without advance notice for any of the following reasons: 1) Existence of a dangerous or defective condition or wiring or equipment on DG Owner/Operator's premises. 2) Fraudulent use or sale of electricity. 3) Tampering with the Cooperative's controlling, regulating, and/or measuring equipment or other property. 4) Prolonged parallel operation and reverse fault current. 10. Metering — The Cooperative shall purchase, own, install and maintain such metering equipment as may be necessary to meter the electrical output of the Facilities in accordance with Section 9. All costs associated therewith shall be borne by the DG Owner/Operator. Metering in general shall track the kWh production of the Facilities. Metering shall meet accuracy standards required for equivalent electrical services and can be done with standard meters or any devices that meet data collection and accuracy requirements. 11. Insurance — DG Owner/Operator shall carry adequate workers compensation insurance coverage for all employees that might work on or be affected by the Interconnection Facilities. DG Owner/Operator shall require any of its contractors working on the Facilities to carry adequate insurance coverage acceptable to the Cooperative and a minimum coverage of $1,000,000.00. The Cooperative shall be named as an additional insured on all such policies. Neither party shall be liable for revenue loss resulting from interruption or partial interruption of services hereunder. Notwithstanding any provisions of this Agreement to the contrary, the DG Owner/Operator shall be responsible for all damage to, or loss of the Cooperative's property located upon and adjacent to the DG Owner/Operator's property, unless occasioned by causes beyond the DG Owner/Operator's control. The DG Owner/Operator shall not authorize or allow anyone to change, alter, remove or tamper with the Cooperative's property. 12. Effective Term and Termination Rights — This Agreement becomes effective when executed by both Parties and shall continue in effect until terminated. This Agreement may be terminated as follows: (a) DG Page 4 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation Owner/Operator may terminate this Agreement at any time by giving the Cooperative at least sixty (60) days' written notice; (b) Cooperative may terminate upon failure by the DG Owner/Operator to generate energy from the Facilities and deliver such energy to the Cooperative within six (6) months after completion of the interconnection; (c) either Party may terminate by giving the other Party at least thirty (30) days prior written notice that the other Party is in default of any of the terms and conditions of the Agreement or the Rules or any rate schedule, tariff, regulation, contract, or policy of the Cooperative, so long as the notice specifies the basis for termination and there is opportunity to cure the default; (d) Cooperative may terminate by giving DG Owner/Operator at least sixty (60) days notice in the event that there is a material change in an applicable law, or any requirement of the Cooperative's wholesale electric suppliers or of any transmission utility, independent system operator or regional transmission organization having responsibility for the operation of any part of the System. No termination of this agreement by either party constitutes a release of financial responsibility due to a rate schedule, tariff, or other separate agreement. 13. 14. Compliance with Laws, Rules and Tariffs - Both the Cooperative and the DG Owner/Operator shall be responsible for complying with the laws of the State of Arkansas, and the Rules. The interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Rules, which Rules are hereby incorporated into this Agreement by this reference. The Cooperative shall have the right to publish changes in any of the Rules at any time. 15. Severability —If any portion or provision of this Agreement is held or adjudged for any reason to be invalid or illegal or unenforceable by any court of competent jurisdiction, such portion shall be deemed separate and independent, and the remainder of this Agreement shall remain in full force and effect. 16. 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. 17. Entirety of Agreement and Prior Agreements Superseded — This Agreement, including the Rules and all attached Exhibits and Facilities 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 or in the DG Owner/Operator application, or other written information provided by the DG Owner/Operator in compliance with the Rules. 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. 18. Assignment — The DG Owner/Operator shall not assign this Agreement to any other person, firm, corporation, Limited Liability Company or any other entity. 19. Notices — Notices given under this Agreement are deemed to have been duly delivered if hand delivered do sent by United States certified mail, return receipt requested, postage prepaid, to: (a) If to Cooperative: Keith Kaderly, Manager of Marketing/Energy Sales Chris Vaught, Manager of Engineering Ozarks Electric Cooperative Corporation P. O. Box 848 Fayetteville, AR 72702-0848 Page 5 of 9 Ozarks Electric Cooperative Corporation Contract for Interconnection of Customer -Owned Generation (b) If to DG Owner/Operator: MAyme OPT; a ray.tHit vl//t //3 lv. /nounfain eye f/i //e, 4Z '7a?d1 The above -listed names, titles, and addresses of either Party may be changed by written notification to the other, notwithstanding Section 19. 19. Invoicing and Payment — Invoicing and payment terms for services associated with this Agreement shall be consistent with applicable Rules. 20. Limitations (No Third -Party Beneficiaries, Waiver, etc.) — 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. This Agreement may not be assigned by the DG Owner/Operator without the prior written consent of the Cooperative as specified in Section 16. 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. 21. 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. 22. 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. Ozarks Electric Cooperative Corporation 13Y: TITLE DATE: Res 'etre OZARKS ELECTRIC COOPERATIVE CORPORATION BY DAN OODY, MAYOR PRESIDENT CITY OF FAYETTEVILLE, ARKANSAS ATTEST. By: Sondraith, Ciry$Ed±.QS F�le0 /t�Wl/U✓ U; •FAYETTEVILLE Page 6 of 9 ,9s• RKANSP.J�