ex10-9.htm


     

    Exhibit
      10.9

    ATTACHMENT
      A

    


    AGREEMENT
      FOR

    INTERCONNECTION
      AND PARALLEL OPERATION OF DISTRIBUTED GENERATION

    


    


    This
      Interconnection Agreement
      (“Agreement”) is made and entered into this  8th 
      day ofNovember, 20 07, by Entergy Gulf States, Inc. – Texas,
      (“Company”), and   Texoga Technologies Corporation  
      (“Customer”), a   Texas Corporation   , [specify
      whether corporation, and if so name state, municipal corporation, cooperative
      corporation, or other], each hereinafter sometimes referred to individually
      as
“Party” or both referred to collectively as the “Parties”.  In
      consideration of the mutual covenants set forth herein, the Parties agree as
      follows:

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    
 

    
      	
               

            	
              4.

            	
              Limitation
                of Liability and
                Indemnification

            


    

    


    
      	
              a.

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

            


    

    


    
      	
              b.

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

            


    

    


    
      	
              c.

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

            


    

    


    
      	
              d.

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    
      	
              e.

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

            


    

    


    
      	
              f.

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

            


    

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


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

    


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

    


    10.     Entirety
      of Agreement and Prior Agreements Superseded – This Agreement,
      including all attached Exhibits and Facility Schedules, which are expressly
      made
      a part hereof for all purposes, constitutes the entire agreement and
      understanding between the Parties with regard to the interconnection of the
      facilities of the Parties at the Points of Interconnection expressly provided
      for in this Agreement.  The Parties are not bound by or liable for any
      statement, representation, promise, inducement, understanding, or undertaking
      of
      any kind or nature (whether written or oral) with regard to the subject matter
      hereof not set forth or provided for herein.  This Agreement replaces
      all prior agreements and undertakings, oral or written, between the Parties
      with
      regard to the subject matter hereof, including without limitation N/A
      [specify any prior agreements being superseded], and all such agreements and
      undertakings are agreed by the Parties to no longer be of any force or
      effect.  It is expressly acknowledged that the Parties may have other
      agreements covering other services not expressly provided for herein, which
      agreements are unaffected by this Agreement.

    


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

    
      	 	 
	
              (a)

            	
              If
                to Company:

            
	 	 
	 	______________________________
	 	______________________________
	 	______________________________
	 	______________________________
	 	 
	
              (b)

            	
              If
                to Customer:

            
	 	
              Steven
                S. McGuire.
                CEO                           
                

            
	 	
              Texoga
                Technologies
                Corporation         
                

            
	 	
              10003
                Woodloch Forest Dr, Suite 900    
                

            
	 	
              The
                Woodlands,
                TX  77380                     
                

            


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      	
              ENTERGY
                GULF STATES, INC – TEXAS

            	
              TEXOGA
                TECHNOLOGIES CORPORATION

            
	 	 
	
              BY:
                _______________________________

            	
              BY:  /s/
                STEVEN S.
                McGUIRE                             

            
	 	 
	
              TITLE:TITLE:________________________

            	
              C.E.O.                                                                       
                

            
	 	 
	
              DATE:_____________________________

            	
              DATE:  November
                8,
                2007                                    

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      A

    LIST
      OF FACILITY SCHEDULES AND POINTS OF INTERCONNECTION

    


    
      	
              Facility
                Schedule No.

            	
              Name
                of Point of Intersection

            
	 	 
	
              Entergy
                Disconnect #3051

            	
              Texoga
                – Woodlands Unit # 3

            


    

    


     

     

     

     

     

    
 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FACILITY
      SCHEDULE NO.

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

    


    
      	
              1.

            	
              Name:  Texoga
                – Woodlands Unit #3

               

            


    

    
      	
              2.

            	
              Facility
                location:  9390 Forest Lane, Conroe,
                TX  77385

               

            


    

    
      	
              3.

            	
              Delivery
                voltage:  34.5 kV

               

            


    

    
      	
              4.

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

            


    

    Primary
      metering by Entergy at terminal pole; 34.5 kV; Estimated Losses +/- 200 kW
      at

    Full
      Load
      (7.8 MW)

     

    
      	
              5.

            	
              Normal
                Operation of Interconnection:  Peaking at +/- 10 hours per
                day

               

            


    

    
      	
              6.

            	
              One
                line diagram attached (check one):
                   X    Yes /  
                No

               

            


    

    
      	
              7.

            	
              Facilities
                to be furnished by Company:  Primary Meter and Terminal
                Pole.

               

            


    

    
      	
              8.

            	
              Facilities
                to be furnished by Customer:  G.E. Frame-5 Turbine (7.8 MW);
                12.5 kV to

            


    

    34.5
      kV
      Substation; Sync/Line Breaker; Terminal Pole at Street with Non-Load
      Bearing

    Disconnect
      Switch; Fiber Optic Cable Link; Communications Interface.

     

    
      	
              9.

            	
              Cost
                Responsibility:  Texoga Technologies
                Corporation

               

            


    

    
      	
              10.

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

               

            


    

    
      	
              11.

            	
              Supplemental
                terms and conditions attached (check one):   Yes /
                  X   
                No

            


    

    


    


    
      	
              ENTERGY
                GULF STATES, INC. - TEXAS

            	
              TEXOGA
                TECHNOLOGIES CORPORATION

            
	 	 
	
              BY:
                ________________________________

            	
              BY:   /s/
                STEVEN S.
                McGUIRE                          
                

            
	
              TITLE:______________________________

            	
              TITLE:
                Steven S. McGuire;
                C.E.O.                    
                

            
	
              DATE:______________________________

            	
              DATE:   November
                8,
                2007                                 

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    ATTACHMENT
      B

    APPLICATION
      FOR INTERCONNECTION AND

    PARALLEL
      OPERATION OF DISTRIBUTED GENERATION

    WITH
      THE UTILITY SYSTEM

    


    
      	
              Return
                Application to:

            	
              Entergy
                Gulf States Inc. – Texas

            
	 	
              Attention:
                Manager, Distribution Planning

            
	 	
              9425
                Pinecroft Drive

            
	 	
              The
                Woodlands, TX  77380

            


    

    


    


    Customer’s
      Name: Texoga Technologies
      Corporation                                                                                                                   

    


    Address:
      10003 Woodloch Forest Drive – Suite 900, The Woodlands,
      TX  77380

     

    Contact
      Person: Steven S.
      McGuire                                                                                                                   

     

    Telephone
      Number: (281) 364-9500    fax:  (281)
      364-7590                                                                                                                  

     

    Service
      Point Address: 9390 Forest
      Lane, Conroe, TX  77385

     

    Information
      Prepared and Submitted By:
William L.
      Walter                                                                                                                  

    (Name
      and Address) 10003 Woodloch Forest Drive – Suite 900, The Woodlands,
      TX

     

    Signature
  /s/
      WILLIAM
      L.
      WALTER                                                                           

     

    The following
      information shall be supplied by the Customer or Customer's designated
      representative. All applicable items must be accurately completed in order
      that
      the Customer's generating facilities may be effectively evaluated by Entergy
      Gulf States Inc. - Texas for interconnection with the utility
      system.

     

    GENERATOR

     

    Number
      of
      Units:
One                                                                                                                   

     

    Manufacturer:
      General Electric (Frame 5 CTG) Model 5000 E, Serial
      #127794

     

    Type
      (Synchronous, Induction, or Inverter):
Synchronous                                                                                                                  

     

    Fuel
      Source Type (Solar, Natural Gas,
      Wind, etc.): B100 (100% Biodiesel)

     

    Kilowatt
      Rating (950 F
      at location) 7800kW Derated by GE Technical Services,
      1984.

     

    Kilovolt-Ampere
      Rating (950 F
      at
      location): 9180 kVA, Derated by GE, August
      1984.

     

    Power
      Factor: 0.85                                                                                                                  

     

    Voltage
      Rating:
12,500                                                                                                                  

     

    Ampere
      Rating: 424 Amp Derated by GE Technical Services, Co, August 21,
      1984


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Number
      of
      Phases:
Three                                                                                                                   

     

    Frequency:
      60
      Hz                                                                                                                   

     

    Do
      you
      plan to export power:
   X    Yes
      /        No

     

    If
      Yes,
      maximum amount expected: 7.8
      MW                                                                                                                  

     

    Pre-Certification
      Label or Type
      Number:                                                                                                                   

     

    Expected
      Energizing and Start-up Date: Four weeks after completion of Entergy
      Study

     

    Normal
      Operation of Interconnection: (examples: provide power to meet base load,
      demand

    management,
      standby, back-up, other (please describe):  Provide Power
      as a Peaker  – Peak Load of specific circuit at interconnect
      point

    


    One-line
      diagram attached:
   X    Yes
      /____ No

    


     

    Has
      the
      generator Manufacturer supplied its dynamic modeling values to the Host
      Utility?

     

        X    Yes
      /          
No

    


    [Note:
      Requires a Yes for complete application. For Pre-Certified Equipment answer
      is
      Yes.]

    


    Layout
      sketch showing lockable, "visible" disconnect device:

        X    
      Yes
      /_____No

    


    


    
      	
              ENTERGY
                GULF STATES, INC. - TEXAS

            	
              TEXOGA
                TECHNOLOGIES CORPORATION

            
	 	 
	
              BY:_____________________________

            	
              BY:   /s/
                STEVEN S.
                McGUIRE                        
                

            
	
              TITLE:__________________________

            	
              TITLE:
                Steven S. McGuire;
                C.E.O.                  
                

            
	
              DATE:__________________________

            	
              DATE:   November
                8,
                2007