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Exhibit 10.1
LOAD CURTAILMENT AGREEMENT
This Load Curtailment Agreement ("Agreement") is made and entered into
effective the 1st day of June, 2001, by and between GENEVA STEEL L.L.C, a
Delaware Limited Liability Company ("Geneva"), and Utah Power & Light Company,
an assumed business name of PACIFICORP, an Oregon corporation ("Utah Power"),
hereinafter referred to individually as "Party" or collectively as "Parties."
RECITALS
A. Utah Power and Geneva's predecessor in interest entered into an
agreement dated February 10, 1989, as amended ("the 1989 Agreement"),
by which Utah Power supplies interruptible power and energy to Geneva's
steel production facility in Vineyard, Utah.
B. Utah Power and Geneva entered into the Generation Cooperation Agreement
dated July 1, 1997 (the "Cooperation Agreement"), by which Utah Power
may call on Geneva to increase the output of its steam electric
generating plant (the "Generating Plant") at its steel production
facility up to 1,314 hour per contract year as an offset to Geneva's
demand for electric service under the 1989 Agreement.
C. Geneva and Utah Power entered into the Supplemental Generation
Agreement dated December 1, 2000, as amended ("Supplemental Agreement")
pursuant to which Utah Power agreed to compensate Geneva for certain
Supplemental Generation that Geneva offered to generate. Concurrent
with the execution of this Agreement, the Supplemental Agreement is
being amended to require Geneva to use reasonable commercial efforts to
generate, and to require Utah Power to purchase, Supplemental
Generation made available by Geneva outside of the peak hours covered
by this Agreement.
D. The parties now desire to enter into this Agreement pursuant to which
Geneva will curtail load during certain peak hours in exchange for
compensation as provided herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Parties agree as follows:
1. DEFINITIONS
a. "Cooperation Agreement Energy" is the amount of energy generated by
Geneva when called upon by PacifiCorp under the Cooperation Agreement for any
given hour, up to a maximum of 10 MWh per hour.
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b. "Curtailed Energy" means the amount of electrical load reduced by
Geneva from PacifiCorp's system during a Load Curtailment Period. Curtailed
Energy is intended to reflect the amount of energy that Geneva otherwise would
likely have consumed during peak hours but for this Agreement. The Curtailed
Energy for each hour during each Load Curtailment Period will be measured as (i)
the difference between (A) the Reference Usage Level for that day and (B) any
Delivered Energy for that hour; or (ii) the sum of (A) the Reference Usage Level
for that day and (B) any Returned Energy for that hour, up to a maximum of the
Cooperation Agreement Energy for that hour; (iii) minus, in either case, the
Cooperation Agreement Energy for that hour.
c. "Day" means the 24-hour period HE 0100 to HE 2400.
d. "Delivered Energy" means for any given hour any energy received by
Geneva from PacifiCorp during a Load Curtailment Period as measured in MWh that
hour at the Tie Lines
e. "Excess Energy" means any energy utilized by Geneva from PacifiCorp
in excess of 7.0 MWh for any hour during any Load Curtailment Period, except as
provided in Section 6. Excess Energy shall be measured each hour by the interval
metering equipment at the Tie Lines.
f. "Excess Energy Charges" means the total Excess Energy for any
calendar day times 104% of the actual PV Daily On-Peak Index for that day.
g. "Facility" means Geneva's facilities to which PacifiCorp currently
provides electric power and energy located in Vineyard, Utah. The Facility
includes the electrical load associated with this Agreement.
h. "HE" means hour ending, Prevailing Mountain Time.
i. "HLH" means HE 0700 through HE 2200 each Monday through Saturday
except during NERC-defined holidays.
j. "LLH" means HE 0100 through HE 0600, plus HE 2300 and HE 2400, on
each Monday through Saturday and all hours on Sunday and all hours on
NERC-defined holidays, which are as follows during the term of this Agreement:
Independence Day - July 4, 2001 Wednesday
Labor Day - September 3, 2001 Monday
Thanksgiving Day November 22, 2001 Thursday
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k. "Load Curtailment Period" means HE 1400 through HE 2100, each Monday
through Friday except during NERC-defined holidays.
l. "NERC" means the North American Electric Reliability Council.
m. "PV Daily On-Peak Index" means the Dow Xxxxx(TM) Palo Verde firm on-
peak index as reported in the Wall Street Journal for each Monday through
Saturday, excluding NERC-defined holidays; provided, in the event the PV Daily
On-Peak Index is not reported for any given day then the non-zero value posted
from the previous like day shall be utilized; provided further, in the event a
value is ultimately reported by Dow Xxxxx for the day in question, prior to the
point in time monthly invoices are prepared hereunder, then such subsequently
reported value shall be utilized.
n. "Reference Usage Level" for any given Day means the rolling average
MW for a single blast furnace operation delivered by Utah Power to Geneva at the
Tie Lines during LLH periods over the previous seven week Days (excluding any
day in which Geneva operated two blast furnaces), plus the positive difference
between (i) the average hourly generation provided by Geneva's Generating Plant
and (ii) the average of the applicable Baseline Generation Capability under the
terms of the Supplemental Agreement during LLH periods over the same seven Days.
o. "Remaining Inadvertent Spill" means for any hour any positive
difference between Returned Energy and Cooperation Agreement Energy for that
hour.
p. "Returned Energy" means for any given hour any energy (in the form
of inadvertent spill) delivered from Geneva's generator to PacifiCorp during a
Load Curtailment Period as measured in MWh that hour at the Tie Lines.
q. "Start Date" means June 1, 2001, or such other date as may be
mutually agreed to by the parties.
r. "Tie Lines" means the points of interconnection between PacifiCorp's
electrical system and the electrical facilities owned by Geneva.
2. PEAK HOURS CURTAILMENT
During the term of this Agreement, Geneva will use best reasonable
efforts to curtail its electricity consumption such that no energy is delivered
from PacifiCorp to Geneva during each Load Curtailment Period by altering or
suspending all or part of its operations at its Geneva Steel manufacturing
facilities during those hours.
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3. TERM / TERMINATION
The term of this Agreement shall begin on the Start Date and end no
later than November 30, 2001. Neither party may terminate this Agreement prior
to September 15, 2001. Either party may terminate this Agreement upon 30 days'
prior written notice effective any time after September 15, 2001. This Agreement
is subject to approval by the Utah Public Service Commission.
4. LOAD CURTAILMENT PAYMENTS
PacifiCorp will pay Geneva for all Curtailed Energy each hour at the
rate of 104% of the published PV Daily On-peak Index for that Day for each MWh.
PacifiCorp will pay Geneva for any Remaining Inadvertent Spill each hour at the
rate of 75% of the published PV Daily On-peak Index for that Day for each MWh.
Examples of the calculation of payments for Curtailed Energy are appended hereto
as Attachment "A." In the event Geneva's interval meter read at the Tie Line
exceeds 7.0MWh in any hour during a day of a Load Curtailment Period (other than
by reason of outages as specified in Section 6), PacifiCorp shall not be
obligated to make the payments for Curtailed Energy described in this Section 4
for that Day of that Load Curtailment Period.
5. EXCESS ENERGY CHARGES
Geneva will pay Excess Energy Charges to PacifiCorp for any Excess
Energy utilized by Geneva. Geneva will not be charged under the 1989 Agreement
for Excess Energy. The sole consequence or remedy for the use of Excess Energy
by Geneva or for any failure by Geneva to curtail load shall be the payment of
Excess Energy Charges as provided in this Section 5 and forfeiture of daily
payments for Curtailed Energy as provided in Section 4. Any energy utilized by
Geneva from PacifiCorp during any periods other than a Load Curtailment Period
or during any Load Curtailment Period that is not Excess Energy shall be paid
for by Geneva under the terms of the 1989 Agreement.
6. OUTAGES
Geneva shall make best reasonable efforts to conduct all routine
generator equipment maintenance during hours outside the Load Curtailment Period
and to postpone any planned major generator maintenance until this Agreement
terminates. To the extent Geneva reasonably determines it to be necessary,
Geneva may pre-schedule a consecutive two-week period after September 15, 2001,
at a time reasonably acceptable to PacifiCorp, to perform scheduled maintenance
on its generator and associated equipment. During such scheduled outage, and for
the period of any unscheduled outages, Excess Energy for purposes of this
Agreement shall mean any energy utilized by
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Geneva from PacifiCorp, as measured each hour at the Tie Lines, in excess of 57
MWh for any hour during any Load Curtailment Period.
7. NON-CIRCUMVENTION
Geneva agrees not to move production that would have occurred during
the Load Curtailment Period from the Facility to any other location within
PacifiCorp's electric system during the term of this Agreement. In addition,
Geneva agrees that the load curtailment will not increase energy usage at any
other PacifiCorp metered Geneva facility during the Load Curtailment Period. In
the event that circumvention of this Agreement is determined and verified by
PacifiCorp, PacifiCorp shall have the right to terminate this Agreement 72 hours
after Geneva's receipt of written notice of the same, if Geneva has failed to
cure such circumvention.
8. VERIFICATION
PacifiCorp will be given access to existing Geneva metering and
instrumentation for the purpose of verification of load curtailment from
PacifiCorp's electrical system. Metered and/or instrumentation data will
indicate electrical demand and associated energy on an hourly basis. PacifiCorp,
in its sole discretion, may install additional metering devices at a location
agreed upon by both Parties to enable the telemetry of information and data
regarding the load curtailment amount. This interval load data will be used to
determine the MW curtailment for all hours of the term and be agreed to by both
parties.
9. ASSIGNMENT
Both PacifiCorp and Geneva shall have the right to assign their
respective obligations; provided, an assignment by PacifiCorp is to an entity
who assumes control area operation of PacifiCorp's Eastern control area or an
assignment by Geneva is to an entity who assumes operational control of all of
Geneva's Facility.
10. BILLING
PacifiCorp shall credit Geneva's invoice with amounts as provided
herein on a monthly basis. PacifiCorp shall be able to offset any payments it
owes Geneva hereunder with any amounts Geneva owes PacifiCorp pursuant to the
1989 Agreement or any other Geneva/PacifiCorp Agreements. If the credit amount
owed to Geneva for load curtailment exceeds the monthly payment due PacifiCorp
for power purchased for the Facility by Geneva, PacifiCorp shall pay the net
amount due Geneva for load curtailment in each billing month within seventeen
(17) days after the end of such billing month. PacifiCorp shall electronically
wire transfer its monthly payment to an account designated by Geneva. Where
Geneva and PacifiCorp disagree on the compensation
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under this Agreement, the lower of the amounts asserted by the respective
parties shall be so netted or paid, and after resolution of the disagreement,
the balance (if any) shall be netted or paid with the next monthly invoice.
11. MISCELLANEOUS
Any amendment to this Agreement must be in writing and signed by both
parties. This Agreement shall be subject to and construed under the laws of the
State of Utah. Any waiver by a Party with respect to a default hereunder, or any
other matter arising in connection herewith, shall not be deemed to be a waiver
with respect to any subsequent default or matter. Neither Party shall be liable
to the other for any indirect, special, incidental or consequential damages in
connection with this Agreement. Each party represents that it has full authority
to enter into this Agreement and that no further approvals of any kind are
necessary. This Agreement is intended to be consistent with the terms of the
Cooperation Agreement, the Supplemental Agreement, and the 1989 Agreement.
12. NOTICES
All notices hereunder shall be directed as follows by fax, personal
delivery or U.S. registered or certified mail:
To Geneva: Xxxxx Xxxxxxx
Director of Energy
X.X Xxx 0000, XX00
Xxxxx, XX 00000
000-000-0000, Fax
To Utah Power: Xxxxx Xxxxxx
X.X. Xxx 000
00 Xxxx Xxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
000-000-0000, Fax
PACIFICORP GENEVA STEEL L.L.C.
By: /s/ Xxxx XxxXxxxxxx By: /s/ Xxx X. Xxxxxxx
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Its: Executive Vice President Its: President
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