ex10-8.htm


    Exhibit
      10.8

    


    AGREEMENT
      FOR

    INTERCONNECTION
      AND PARALLEL OPERATION OF DISTRIBUTED GENERATION

    


    


    This
      Interconnection Agreement (“Agreement”) is made and entered into this 31st day of
      January  2007, by CenterPoint Energy Houston Electric, LLC,
      (“Company”), and Texoga Technologies Corporation (“Customer”),  a
      Texas Partnership, each hereinafter sometimes referred to individually as
“Party” or both referred to collectively as the “Parties”.  In
      consideration of the mutual covenants set forth herein, the Parties agree as
      follows:

    


    1. 
      Scope of Agreement -- This Agreement is applicable to
      conditions under which the Company and the Customer agree that one or more
      generating facility or facilities of ten MW or less to be interconnected at
      60
      kV or less (“Facility or Facilities”) may be interconnected to the Company’s
      utility system, as described in Exhibit A.

    


    2. 
      Establishment of Point(s) of Interconnection -- Company and
      Customer agree to interconnect their Facility or Facilities at the locations
      specified in this Agreement, in accordance with Public Utility Commission of
      Texas Substantive Rules § 25.211 relating to Interconnection of Distributed
      Generation and § 25.212 relating to Technical requirements for Interconnection
      and Parallel Operation of On-Site Distributed Generation, (16 Texas
      Administrative Code §25.211 and §25.212) (the “Rules”) or any successor rule
      addressing distributed generation and as described in the attached Exhibit
      A
      (the “Point(s) of Interconnection”).

    


    3. 
      Responsibilities of Company and Customer -- Each Party will, at
      its own cost and expense, operate, maintain, repair, and inspect, and shall
      be
      fully responsible for, Facility or Facilities which it now or hereafter may
      own
      unless otherwise specified on Exhibit A.  Customer shall conduct
      operations of its facility(s) in compliance with all aspects of the Rules,
      and
      Company shall conduct operations on its utility system in compliance with all
      aspects of the Rules, or as further described and mutually agreed to in the
      applicable Facility Schedule.   Maintenance
      of Facilities or interconnection facilities shall be performed in accordance
      with the applicable manufacturer’s recommended  maintenance schedule.
      The Parties agree to cause their Facilities or systems to be constructed in
      accordance with specifications equal to or greater than those provided by the
      National Electrical Safety Code, approved by the American National Standards
      Institute, in effect at the time of construction.

    


    Each
      Party covenants and agrees to design, install, maintain, and operate, or cause
      the design, installation, maintenance, and operation of, its distribution system
      and related Facilities and Units so as to reasonably minimize the likelihood
      of
      a disturbance, originating in the system of one Party, affecting or impairing
      the system of the other Party, or other systems with which a Party is
      interconnected

    


    Company
      will notify Customer if there is evidence that the Facility operation causes
      disruption or deterioration of service to other customers served from the same
      grid or if the Facility operation causes damage to Company’s
      system.

    


    Customer
      will notify Company of any emergency or hazardous condition or occurrence with
      the Customer’s Unit(s) which could affect safe operation of the
      system.

    


    4. 
      Limitation of Liability and Indemnification

    


    
      	
              a.

            	
              Notwithstanding
                any other provision in this Agreement, with respect to Company’s provision
                of electric service to Customer, Company’s liability to Customer shall be
                limited as set forth in Sheet E1 of Company’s PUC-approved tariffs and
                terms and conditions for electric service, which is incorporated
                herein by
                reference.

            


    

    


    
      	
              b.

            	
              Neither
                Company nor Customer shall be liable to the other for damages for
                any act
                that is beyond such party's control, including any event that is
                a result
                of an act of God, labor disturbance, act of the public enemy, war,
                insurrection, riot, fire, storm or flood, explosion, breakage or
                accident
                to machinery or equipment, a curtailment, order, or regulation or
                restriction imposed by governmental, military, or lawfully established
                civilian authorities, or by the making of necessary repairs upon
                the
                property or equipment of either party.

            


      	 	 


      	c. 	
              Notwithstanding
                Paragraph 4.b of this Agreement, Company shall assume all liability
                for
                and shall indemnify Customer for any claims, losses, costs, and expenses
                of any kind or character to the extent that they result from Company’s
                negligence in connection with the design, construction, or operation
                of
                its facilities as described on Exhibit A; provided, however, that
                Company
                shall have no obligation to indemnify Customer for claims brought
                by
                claimants who cannot recover directly from Company.  Such
                indemnity shall include, but is not limited to, financial responsibility
                for:  (a) Customer’s monetary losses; (b) reasonable costs and
                expenses of defending an action or claim made by a third person;
                (c)
                damages related to the death or injury of a third person; (d) damages
                to
                the property of Customer; (e) damages to the property of a third
                person;
                (f) damages for the disruption of the business of a third
                person.  In no event shall Company be liable for consequential,
                special, incidental or punitive damages, including, without limitation,
                loss of profits, loss of revenue, or loss of production.  The
                Company does not assume liability for any costs for damages arising
                from
                the disruption of the business of the Customer or for the Customer’s costs
                and expenses of prosecuting or defending an action or claim against
                the
                Company.  This paragraph does not create a liability on the part
                of the Company to the Customer or a third person, but requires
                indemnification where such liability exists.  The limitations of
                liability provided in this paragraph do not apply in cases of gross
                negligence or intentional
                wrongdoing.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              d.

            	
              Notwithstanding
                Paragraph 4.b of this Agreement, Customer shall assume all liability
                for
                and shall indemnify Company for any claims, losses, costs, and expenses
                of
                any kind or character to the extent that they result from Customer’s
                negligence in connection with the design, construction or operation
                of its
                facilities as described on Exhibit A; provided, however, that Customer
                shall have no obligation to indemnify Company for claims brought
                by
                claimants who cannot recover directly from Customer.  Such
                indemnity shall include, but is not limited to, financial responsibility
                for:  (a) Company’s monetary losses; (b) reasonable costs and
                expenses of defending an action or claim made by a third person;
                (c)
                damages related to the death or injury of a third person; (d) damages
                to
                the property of Company; (e) damages to the property of a third person;
                (f) damages for the disruption of the business of a third
                person.  In no event shall Customer be liable for consequential,
                special, incidental or punitive damages, including, without limitation,
                loss of profits, loss of revenue, or loss of production.  The
                Customer does not assume liability for any costs for damages arising
                from
                the disruption of the business of the Company or for the Company’s costs
                and expenses of prosecuting or defending an action or claim against
                the
                Customer. This paragraph does not create a liability on the part
                of the
                Customer to the Company or a third person, but requires indemnification
                where such liability exists.  The limitations of liability
                provided in this paragraph do not apply in cases of gross negligence
                or
                intentional wrongdoing.

            


    

    


    
      	
              e.

            	
              Company
                and Customer shall each be responsible for the safe installation,
                maintenance, repair and condition of their respective lines and
                appurtenances on their respective sides of the point of
                delivery.  The Company does not assume any duty of inspecting
                the Customer’s lines, wires, switches, or other equipment and will not be
                responsible therefore.  Customer assumes all responsibility for
                the electric service supplied hereunder and the facilities used in
                connection therewith at or beyond the point of delivery, the point
                of
                delivery being the point where the electric energy first leaves the
                wire
                or facilities provided and owned by Company and enters the wire or
                facilities provided by Customer.

            


    

    


    
      	
              f.

            	
              For
                the mutual protection of the Customer and the Company, only with
                Company
                prior authorization are the connections between the Company’s service
                wires and the Customer’s service entrance conductors to be
                energized.

            	 


    

    


    5. 
      Right of Access, Equipment Installation, Removal& Inspection– Upon
      reasonable notice, the Company may send a qualified person to the premises
      of
      the Customer at or immediately before the time the Facility first produces
      energy to inspect the interconnection, and observe the Facility’s commissioning
      (including any testing), startup, and operation for a period of up to no more
      than three days after initial startup of the unit.

    


    Following
      the initial inspection process described above, at reasonable hours, and upon
      reasonable notice, or at any time without notice in the event of an emergency
      or
      hazardous condition, Company shall have access to Customer’s premises
      for any reasonable purpose in connection with the performance of the obligations
      imposed on it by this Agreement or if necessary to meet its legal obligation
      to
      provide service to its customers.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. 
      Disconnection of Unit – Customer retains the option to
      disconnect from Company’s utility system.  Customer will notify the
      Company of its intent to disconnect by giving the Company at least
      thirty  days’ prior written notice. Such disconnection shall not be a
      termination of the agreement unless Customer exercises rights under Section
      7.

    


    Customer
      shall disconnect Facility from Company’s system upon the effective date of any
      termination under Section 7.

    


    Subject
      to Commission Rule, for routine maintenance and repairs on Company’s utility
      system, Company shall provide Customer with seven business days’ notice of
      service interruption

    


    Company
      shall have the right to suspend service in cases where continuance of service
      to
      Customer will endanger persons or property.  During the forced outage
      of the Company’s utility system serving Customer, Company shall have the right
      to suspend service to effect immediate repairs on Company’s utility system, but
      the Company shall use its best efforts to provide the Customer with reasonable
      prior notice.

    


    7. 
      EffectiveTerm and Termination Rights-- This Agreement becomes effective
      when executed by both parties and shall continue in effect until
      terminated.  The agreement may be terminated for the following
      reasons:  (a) Customer may terminate this Agreement at any time, by
      giving the Company sixty days’ written notice; (b) Company may terminate upon
      failure by the Customer to generate energy from the Facility in parallel with
      the Company’s system within twelve months after completion of the
      interconnection; (c) either party may terminate by giving the other party at
      least sixty days’ prior written notice that the other Party is in default of any
      of the material terms and conditions of the Agreement, so long as the notice
      specifies the basis for termination and there is reasonable opportunity to
      cure
      the default; or (d) Company may terminate by giving Customer at least sixty
      days
      notice in the event that there is a material change in an applicable rule or
      statute.

    


    8. 
      Governing Law and Regulatory Authority -- This Agreement was
      executed in the State of Texas and must in all respects be governed by,
      interpreted, construed, and enforced in accordance with the laws
      thereof.  This Agreement is subject to, and the parties’ obligations
      hereunder include, operating in full compliance with all valid, applicable
      federal, state, and local laws or ordinances, and all applicable rules,
      regulations, orders of, and tariffs approved by, duly constituted regulatory
      authorities having jurisdiction.

    


    9. 
      Amendment --This Agreement may be amended only upon mutual
      agreement of the Parties, which amendment will not be effective until reduced
      to
      writing and executed by the Parties.

    


    10.  Entirety
      of Agreement and Prior Agreements Superseded -- This Agreement,
      including all attached Exhibits and Facility Schedules, which are expressly
      made
      a part hereof for all purposes, constitutes the entire agreement and
      understanding between the Parties with regard to the interconnection of the
      facilities of the Parties at the Points of Interconnection expressly provided
      for in this Agreement.  The Parties are not bound by or liable for any
      statement, representation, promise, inducement, understanding, or undertaking
      of
      any kind or nature (whether written or oral) with regard to the subject matter
      hereof not set forth or provided for herein.  It is expressly
      acknowledged that the Parties may have other agreements covering other services
      not expressly provided for herein, which agreements are unaffected by this
      Agreement.

    


    11. 
      Notices -- Notices given under this Agreement are deemed to
      have been duly delivered if hand delivered or sent by United States certified
      mail, return receipt requested, postage prepaid, to:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (a)

            	
              If
                to Company:  CenterPoint
                Energy

            


    

    PO
      Box
      1700

    Houston,
      TX 77251-1700

    Attention:  Richard
      K. Murphy

    Manager
      Electric Distribution Engineering

    


    


    (b)               If
      to Customer:  Texoga Technologies Corporation

    10003
      Woodloch Forest Drive, Suite 900

    The
      Woodlands, TX  77380

    Attention:
      Steve S. McGuire 

    Title:
      CEO

    


    


    The
      above-listed names, titles, and addresses of either Party may be changed by
      written notification to the other, notwithstanding Section 10.

    


    12. 
      Invoicing and Payment -- Invoicing and payment terms for
      services associated with this agreement shall be consistent with applicable
      Substantive Rules of the PUCT.

    


    13. 
      No Third-Party Beneficiaries -- This Agreement is not intended
      to and does not create rights, remedies, or benefits of any character whatsoever
      in favor of any persons, corporations, associations, or entities other than
      the
      Parties, and the obligations herein assumed are solely for the use and benefit
      of the Parties, their successors in interest and, where permitted, their
      assigns.

    


    14. 
      No Waiver -- The failure of a Party to this Agreement to
      insist, on any occasion, upon strict performance of any provision of this
      Agreement will not be considered to waive the obligations, rights, or duties
      imposed upon the Parties.

    


    15. 
      Headings -- The descriptive headings of the various articles
      and sections of this Agreement have been inserted for convenience of reference
      only and are to be afforded no significance in the interpretation or
      construction of this Agreement.

    


    16. 
      Multiple Counterparts -- This Agreement may be executed in two
      or more counterparts, each of which is deemed an original but all constitute
      one
      and the same instrument.

    


    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their
      respective duly authorized representatives.

    


    


    
      	
              CenterPoint
                Energy

            	
              Texoga
                Technologies Corporation

            
	 	 
	
              BY:
                /s/ RICHARD K. MURPHY

            	
              BY:
                /s/ STEVEN S. McGUIRE

            
	
              Richard
                K. Murphy

            	
              Steven
                S. McGuire

            


    

    


    
      	
              TITLE:
                Manager, Electric Distribution Engineering

            	
              TITLE:
                CEO                    
                

            
	 	 
	
              DATE
                January 31, 2007

            	
              DATE:
                January 1, 2007

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    LIST
      OF FACILITY SCHEDULES AND
      POINTS OF INTERCONNECTION

    


    


    
      	
              Facility
                Schedule No.

            	
              Name
                of Point of Interconnection

            
	 	 
	
                 001

            	
              Texoga
                Technologies Corporation

            


    

    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FACILITY
      SCHEDULE NO.   001

    


    


    [The
      following information is to be specified for each Point of Interconnection,
      if
      applicable.]

    


    1.      Name:   Texoga
      Technologies Corporation

    


    2.      Facility  location:   Physical
      Address: 321 Alana Lane, Oak Ridge North, TX  77386

                    Service
      Address:  321 Alana Lane, Oak Ridge North,
      TX  77386

    


    3.      Delivery
      voltage:   12.47 KV

    


    


    4.      Metering
      (voltage, location, losses adjustment due to metering location, and
      other):

    12.47
      KV, at point of
      interconnection

    


    


    
      	
              5.

            	
              Normal
                Operation of Interconnection:    IMPORT &
                EXPORT CAPABLE

            


    

    


    6.      One
      line diagram attached (check one): ___X___ Yes /_______
      No

    


    


    
      	
              7.

            	
              Facilities
                to be furnished by Company:   SERVED DIRECTLY FROM
                12.47 KV OVERHEAD DISTRIBUTION CIRCUIT.   PROTECTIVE
                RELAYING TRANSFER TRIP TRANSMITTER LOCATED AT RAYFORD SUBSTATION,
                AT
                CUSTOMER EXPENSE. NECESSARY MODIFICATIONS TO COMPANY FACILITIES TO
                ACCOMMODATE SINGLE CIRCUIT SERVICE AND ALLOW IMPORT / EXPORT METERING
                CAPABILITY, AT CUSTOMER EXPENSE.

            


    

    


    
      	
              8.

            	
              Facilities
                to be furnished by Customer: PROTECTIVE RELAYING EQUIPMENT, INCLUDING
                TRANSFER TRIP RECEIVER, TO PROVIDE PROTECTIVE, DISCONNECTING AND
                SYNCHRONIZATION FUNCTIONS AS PER PUCT RULES 25.211 AND 25.212. CUSTOMER
                TO
                PROVIDE COMMUNICATION CIRCUITS FOR SCADA AND TRANSFER
                TRIP.

            


    

    


    
      	
              9.

            	
              Cost
                Responsibility: CUSTOMER EXPENSE FOR ALL INTERCONNECTION
                MODIFICATIONS.

            


    

    


    
      	
              10.

            	
              Control
                area interchange point (check one): ______ Yes /____X___
                No

            


    

    


    


    11.   Supplemental
      terms and conditions attached (check one): __X____ Yes / _____
      No

    


    


    
      	
                       CENTERPOINT
                ENERGY

            	
              Texoga
                Technologies Corporation

            


    

    


    
      	
              BY:/s/
                RICHARD K. MURPHY

            	
              BY:
                /s/ STEVEN S. McGUIRE

            
	
                  RICHARD
                KEN MURPHY

            	
              Steven
                S. McGuire

            
	 	 
	
              TITLE:
                Manager, Electric Distribution Engineering

            	
              TITLE:
                CEO

            
	 	 
	
              DATE
                January 31, 2007

            	
              DATE:January
                1, 2007

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUPPLEMENTAL
      TERMS AND CONDITIONS

    (FACILITY
      SCHEDULE NO. 001 - ARTICLE 11)

    


    Customer
      understands that the presence of generation at this site will cause line voltage
      levels on the circuit to vary as the amount of generation
      varies.  Sudden changes in generation, such as a complete shutdown,
      could affect the quality of service to other customers on the
      circuit.  Therefore, Customer agrees to operate the generators in a
      controlled manner such that it does not cause sudden changes in line voltage
      levels noticeable to other customers on the circuit.

    


    Customer
      understands that the circuit voltage will be changed from 12.47 Kv to 34.5
      Kv in
      the future.  The conversion will take place when sufficient new loads
      are added such that it is not practical to continue serving the area with the
      12.47 Kv circuit.  Customer will replace the 12.47 Kv equipment at
      Texoga Biofuels to 34.5 Kv rated equipment at that time.

    


    When
      the
      Texoga Biofuels DG intertie breaker trips, Customer must determine the
      cause.  If the trip was initiated by the transfer trip relay and the
      distribution voltage and frequency have returned to normal, the utility will
      make reasonable effort to expedite allowing Customer to synchronously reclose
      the intertie breaker.  For all other causes, Customer shall repair or
      remove the cause before reclosing the intertie breaker.

    


    
      	
              Texoga
                Technologies Corporation  (Steven McGuire
                mobile)

            	
              281-465-0427

            
	
              CenterPoint
                Energy contacts:  System Dispatcher

            	
              281-894-0491

            
	
              Distribution
                Control Dispatcher

            	
              207-945-5850

            




    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TEXOGA
      TECHNOLOGIES DG ONE LINE DIAGRAM