ERMU HANDOUT 07-14-2009~~ ~ fir.,, . ..~ , 91 ~ r~s I
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DZSTR~BUTION INTERCONNECTION AGREEMENT
BY AND AMONG
ELI RAVER MUNICIPAL UT~LIT7ES
AND
CONNE~US ENERGY
TACO SUBSTATION
This Distribution Interconnection Agreement, hereinafter referred to as "A reement" is
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made and entered into the Q ~~ da of ~ ~~
. y , 2009, by and among the Elk River
Municipal Utilities of the City of Elk River, a municipal corporation of the State of Minnesota
hereinafter referred to as the "City"; and Connexus Energy, a Minnesota coo erative cor oration.
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Said parties are sometimes referred to herein individually as "Party" and collectivel as
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"Parties"; the City and Connexus Energy are sometimes referred to herein individuall as
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"Utility" and collectively as "Utilities",
wITNESSETH
0.01 wHEE.AS, City owns, operates, and maintains an electric distributions stem
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and other facilities and is responsible for providing electrical energy to its customers within and
ad j acent to the City limits; and
O.OZ WHEREAS, Connexus Energy owns, operates, and maintains an electric
distribution system and other facilities and is responsible far providin electrical ener to its
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consumer-owners in service areas defined and certified by the Minnesota Public Utilities
Commission; and
0.03 wHEREA~, Connexus Energy and the City each serve their customers and
consumer-owners by means of the 1Z,5 ltilovolt distribution feeders in adjacent areas• and
0.04 wHEREA.S, the City is willing to allow Connexus Ener to use the Waco
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substation to initially provide for backup emergency service, and o tionall for firm service
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later date
0.05 wHEREAS, the services provided under this agreement are onl for substation
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transformation service and not the purchase of wholesale power and ener which each art
gy p y ~s
separately responsible for under other agreements; and
~~' ~'EEF~RE, the Parties agree as follows;
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ARTICLE I
P'A.CILITIES A.D DEVICE
1.01__ __ Purpose, This Agreement provides a means for Connexus Ener and the Cit to
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serve their distribution loads from the 'L~aco substation using equipment and facilities as shown
in Exhibit A attached hereto and made a part hereof,
1.02 Se~ice, Pursuant to this Agreement, the City is obligated to allow Connexus
Energy to use the distribution facilities shown in Exhibit A,
1.03 Ex ans~o~, The City will provide for all design, construction, operation and
maintenance of facilities identified as EMRU ~wNERSHIP shown in Exhibit A in a timel
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fashion, Connexus Energy will reimburse the City for its annual costs for EMRU owned
facilities based on demand ratios per Article III, The City will provide for all desi n o eration
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construction and maintenance of Portion B shown in Exhibit A at its own ex ense. Connexus
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Energy shall provide for all design, operation, construction and maintenance of facilities
identified as CCNNE~US 4wNERSHIP as shown in Exhibit A at its own ex ense. If
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Connexus Energy requires additional facilities, such as another distribution circuit it shall
require approval from the City. Approval will not be unreasonably withheld. Connexus Ener
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would do design and construction of additional facilities for Connexus ownershi or
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alternatively, the City may provide the design and ~constructian, Utilities shall rovide ro er
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planning and load forecasting ~o ensure timely expansion of facilities.
1.04 Des n Ca acs Limit, The Parties agree that the desi n ca acit limits of the
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Parties facilities will not be exceeded.
1.05 Power Factor, Each Utility will provide sufficient ca acitance and reactive
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control on its system in order to ensure minimum reactive flow throw h the interconnection,
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1.OG Emer encies, Each Utility shall, as soon as possible, notif the s stem o erato
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of the other Party when it requires emergency electric service, Notification of emer e '
g ncy service
is required so that the peak demands used reflect only non~emer enc service, Co
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shall secure approval from the City before emergenc service is ut in lace, '
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be unreasonably withheld, Peak demand by Cannexus Ener s stem shall n
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Mw,
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1.07 Access and Easements, The Parties hereby grant each other access to the
immediate interconnection location for the purpose of inspecting, constructing, operating,
maintaining, and repairing Connexus Energy's and the City's facilities.
1.0~ .Additional Backe In~erconnec~ion Points, Additional backup interconnection
points maybe incorporated into this Agreement by means of a Supplement or Supplements to
this Distribution Interconnection Agreement,
1.09
Transmission or Transformer Pailure, Incase of transmission or transformer
loss of power, both utilities will mare reasonable efforts to provide backup power and energ
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from their respective distribution circuits,
ARTICLE II
~PERATI~N ANI~ MAINTENANCE
2.01 ~ eration and Maintenance Res onsibili ,Each Party will be responsible for
the operation and maintenance of its own facilities, Both Utilities shall be responsible far all
annual costs associated with EMRU owned facilities in Exhibit A as outlined in Article Izl,
2,02 ~ eration and 1Vlain~enance Cons, Each Party shall be responsible far the
operation and maintenance casts of the interconnection facilities it owns as shown in Portions B
and C in Exhibit A, A party may, however, perform certain operation and maintenance activities
on non~owned facilities at the request of the owning Party upon such terms and conditions as
shall be otherwise agreed to.
x.03 Norrnai ® erasion, Initially, the interconnections will be operated normall
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open and only be closed by mutual agreement of the Utilities s stem o erators,
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ARTICLE III.
SIJ~STATI®~ CAST SHA,RIN~~
3,01 ~ackn Emer enc Transformation service
The City shall charge Connexus a monthly fee of X200 to ravide the ri ht for backu
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emergency transformation service including its occasional use,
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3.02 Firm Transfor~na~ion Service .
As the load and system conditions change for Connexus energy, at its option and with
approval by the City, Connexus Energy may convert this interconnection from. backup
emergency transformation service normally open} to 6 Mw arm transformation service
normally closed}. In the event this action is taken, the annual costs of the EMRU owned
facilities will be based on peak demands at the waco substation, and shall be the ratio of the
Connexus Energy peal{ demand and City peak demand times the annual cost see example}. The
cost ratio for Connexus shall be limited by the 6 Mw firm load limit divided by the 28 Mw
substation capacity. Monthly peals demands of the City and Connexus Energy cannot be less than
the previous months peak. Monthly demands shall be the one~hour coincident demands at the
time of the substation peak unless both parties agree to another method
Examples of Monthly Charges:
Month 1 City
Connexus demand
Sub demand
Month 2 City
Connexus demand
Sub demand
Month 3 City
Connexus demand
Sub demand
Month 4 City
Connexus demand
Sub demand
= 3,000 K'~V Connexus Energy pays 1l l ~:
2,000 Kw 2 000 Kw ~ Annual Cost
+ 5,000 Kw 3,000 + 2,000
= 3,500 Kw Connexus Energy pays 1112:
-1,800 Kw __ .2,000 Kw ~ Annual Cast
+ 5,300 Kw 3,500 + 2,000
2,700 Kw Connexus Energy pays 1112;
= 2,14D Kw 2,1 DD KW ~ Annual Cost
+ 4,800 Kw 3,500 + 2,100
3,400 Kw Connexus Energy pays 1112;
=1,800 Kw _ 2,100,_K ~ Annual Cost
+ 5,2DD Kw 3,500 + 2,1 D0
Month 5 City acquires SOD Kw
load
Fram Connexus Energy. Readjust
maximum demands as follows
City = 4,000 Kw
Cannexus =1,600 Kw
5,600 Kw
Connexus Energy pays 1112;
1600 Kw ~ Annual Cost
4,000 + 1,600
Month 6 City acquires additional 1,000 K.w Connexus Energy exercises its
Load from Connexus Energy, option to convert substation
City = 5,600 Kw to Normally open interconnectian
Connexus = D Kw and monthly charge defaults to
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$~00 monthly minimum
3.0~ ,Annual Cons. The City shall determine its budgeted, annual cons for Pardon A
Exhibit A}, The 2009 budgeted annual costs are as follows:
1 } Gperations and Maintenance $ 7,000
2} Administrative and General $ 1,500
3} Depreciation and Xnterest $ 70,371
4} Payment in lieu of Taxes $ 1_,_8.33__
Total annual costs: $ 80,704
After the calendar year is completed, a `true-up' billing or payment shall be made to Connexus
Energy to reflect differences between budget and actual costs. Each Party shall, at all reasonable
times, have the right to audit and Inspect such other Party's records andlor documents as maybe
related to its performance of this Agreement, The minimum monthly charge to Connexus
Energy from the City for use of the facilities is $200,OOlmonth
ARTICLE IV
~ILLII~~ ADD PAYMENT
4.01 ~i~~in Procedures. Each Utility shall bill the other Utility monthly by first class
mail or other electronic means as mutually agreed, for services provided hereunder during the
previous month in accordance with the provisions of Article ZIZ. Such bills shall be rendered on
or before the tenth day after the end of the month during which service was furnished.
4.0~ I~e~a ed Pa mend Char e. Payments not received on or before the close of
business on the ZOt~' day after the end of the month during which service has been provided shall
be subject to a three percent ~3°/a} late payment charge.
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ARTICLE ~
FARCE MAJEIJ
No Party shall be liable to any other Party for its failure to perform all or any part of this
Agreement when such failure is caused by or arises out of any event or circumstance which is
reasonably beyond its control and not caused by said Party's negligence.
A..TICLE 'VI
GENE L
6.01 leterin~. Connexus Energy and City will provide metering as shown in Exhibit
A. Metering on Connexus Ckt #3~ by Great River Energy at Great River Energy cost and
ownership. Metering will be tested on an annual basis. Either Party has a right, upon 1 o-day
notice, to test or observe testing of their respective meters.
6 02,~~ L~mitat~on of L~ab~~it~. Notwithstanding anything to the contrary herein, the
Parties shall have no liability to each other or for any indirect, special or consequential, damages
including but not Limited to loss of use, revenues, or profits.
6.03 Arb~trat~on. Arbitration of disputes between the parties with respect to any
provision of this Agreement shall be handled as follows:
A} Any controversy, claim, counterciaina, dispute, difference, or misunderstanding
arising out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration, The Party desiring arbitration shall demand such arbitration by
giving written notice to the other party setting forth the point or points in dispute.
Any such arbitration shall be conducted in accordance with the Commercial
Arbitration Rules of the American Arbitration Association then in effect, subject
to the qualification that the arbitrator named shall be competent by virtue of
education and experience in the subject matter,
B} Each Party shall have the rights of discovery in the manner provided under the
rules governing civil actions in State district court in the State of Minnesota. The
arbitrator shall specifically consider all factors relevant to the reasonableness of
each Party's position regarding the dispute including, but not limited to, l }the
facts known and the facts that should have been known to each Party at the time
of action or inaction giving rise to the dispute, 2} the time available in which to
act, and 3}other factors relevant under the circumstances, In arriving at a
decision, the arbitrator necessarily must interpret and construe this Agreement;
however, nothing contained herein shall be deemed to permit the arbitrator to
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waive or change any of the express provisions of this Agreement, including this
provision,
C} Each Party shall bear its own costs related to the arbitration and the costs in
connection With arbitrator shall be paid in equal parts by the Parties involved in
the arbitration unless the award shall specify otherwise. Pending the final
decision of the arbitrator of a dispute hereunder, all Parties agree to diligently
proceed With the performance of all obligations, including all payments, required
by this Agreement. The decision of the arbitrator may be enforced by any court
having jurisdiction over the Party against which the decision is rendered.
D} This Section 6.03 shall survive termination of the Agreement.
6.04 G~overn~n La~v. This Agreement shall be interpreted and governed by the laws
of the State of Minnesota, or the laws of the United States, as applicable.
6.0~ l~o~xces. Any written notice required or authorized under this Agreement from
one Party to the others shall be delivered or mailed by first class mail, postage prepaid, as
follows, unless otherwise agreed to:
Director of Qperations President and CEU
Elk River Municipal Utilities Connexus Energy
13 069 Qrono Parkway 14601 Ramsey Elvd.
Elk River MN 5 5 3 3 ow043 o Ramsey, MN 5 5 3 03
6.06 Successors and Assn ns, Except as may be required by the terms of any
mortgage or security interest granted or given by Connexus Energy to any third party covering
all or substantially all of Connexus Energy's assets, none of the provisions of this A reement,
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whether in whole or in part, shall be assigned by any Party to any third party without the written
consent of the other Parties which consent shall nat be unreasonably withheld.
6.07 Term of A reenaen~. This Agreement shall become effective as of the date first
above written and shall remain in effect for a period of five ~5} years, Thereafter, it shall
continue in full force and effect for an indeterminate period of time subject, however to the ri ht
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of City or Connexus Energy to terminate upon not less than five ~5}years rior written notice to
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be given by the terminating Utility to the other Utility, Conn.exus Ener has the ri ht to
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terminate the agreement prior to the 5 year notice period, if either, a} Connexus Ener has
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requested more feeders and capacity from the substation and the City refuses to rovide the
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additional capacity b~ Connexus Energy deems it no longer needs use of the waco substation as
a result of the City's territory acquisition of Connexus Energy's system.
6.0~ ~Iead~n s. Article and paragraph headings are used herein for reference u ores
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only and shall not be used to construe or interpret the meanings thereof,
ZN wITE w~ ~', the parties have caused this Agreement to be dui executed
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as of the day and year first above written,
Elk River Municipal Utility
City}
Connexus Energy
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Its ~~~.~ ,~ L~ ~~~-~ `~ ~ y
By
Its
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K;\MUNICIPALS\C1TY OF ELK RIVER\SC30 -- WACO\01 A01 RD 1
DlscLOSURE of ~ ¢°° `~
R T ~~IR ENERGY
THIS DOCUMENT m
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°°
TO A THIRD ^ ~
PARTY ExcLUSIVE INTERGONNEGTION DIAGRAM
or= DIRECT usE _ ~ W
FOR OPERATION, ~~~ Z ELK RI1/ER UVACO SUBSTATION
MAINTENANCE OR o w ~
NEW
CON
UCTION IS
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~ DATE; 11--18--D8 W.D. No REVISION
E R M U
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S
SUBJECT TO w
`~ U SCALE; NONE
WRITTEN ~ c~a o ~A~ ~ DWN BY; DRB
PERMISSION DRAWING NUMBER
FROM GREAT
RIVER ENERGY ~,
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~ SU BSTATiOI~ CKB BY:
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