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EXHIBIT 10.34
AMENDED AGREEMENT FOR THE SALE OF THERMAL ENERGY BETWEEN
NORTHERN STATES POWER COMPANY AND NORENCO CORPORATION
This Agreement, effective as of the first day of January, 0000, xxxxxxx
Xxxxxxxx Xxxxxx Power Company, a Minnesota corporation (hereinafter referred to
as "NSP") and Norenco Corporation, a Minnesota corporation (hereinafter referred
to as "NORENCO"), a wholly owned subsidiary of NSP, such parties hereinafter
referred to individually as "party" or collectively as "parties", supersedes and
replaces the original agreement between the parties which was executed on
February 8, 1983.
WITNESSETH
Whereas, NSP owns and operates the High Bridge Steam-Electric
Generatinq Plant located in St. Xxxx, Minnesota comprising boilers B9, B10,
B11 and B12 which supply steam to turbine-generators T3, T4, T5 and T6,
respectively. Boiler B9 or B10 can serve either turbine T3 or T4; and
WHEREAS, NSP desires to sell steam to NORENCO from boilers B9 and B10,
and NORENCO desires to purchase such steam from NSP to resell to Champion
International Corporation (hereinafter "Champion") which owns and operates a
paper mill in Saint Xxxx, Minnesota, pursuant to a steam supply agreement dated
August 30, 1982; and
WHEREAS, it is the intention of NSP and NORENCO that NORENCO reimburse
NSP for all of NSP's incremental costs associated with the sale of steam to
NORENCO.
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NOW THEREFORE, in consideration of the mutual covenants, stipulations
and agreements herein contained, the parties hereby covenant, stipulate and
agree as follows:
I. Term-Effective Date
1.1 This Agreement shall be effective on January 1, 1983, and
shall extend through December 31, 2002.
II. Conditions of Service
2.1 Steam sales from NSP's High Bridge Plant to NORENCO
normally will be interrupted within two hours after any oil-fired peaking is
required on NSP's system to meet system capacity requirements. Under system
emergencies as determined by NSP System Operations, boilers B9 and B10 will be
released immediately for electric generation.
2.2 At NSP's option, NORENCO may purchase steam from NSP after
any such oil-fired peaking is required. NORENCO will then reimburse NSP for the
incremental cost associated with replacement energy.
2.3 NORENCO shall make all modifications, adjustments, and
additions to NSP's existing boilers, pipes, valves, meters, controls, coal
handling and storage systems, buildings, yards, tracks and all other equipment
and machinery (collectively called Generating Equipment) at the High Bridge
Plant necessary to produce steam of the quality specified and in the quantity
required by this Agreement, (herein sometimes referred to as Useable Steam).
2.4 NORENCO shall obtain all necessary franchises, licenses,
permits, rights of way or easements and purchase,
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construct and install a transmission system which will connect boilers B9 and
B10 to the Champion paper mill. The transmission system (herein called the
Supply Line) shall include all pipes, pumps, valves, meters, controls, wires,
insulation and other equipment necessary to:
(a) transport Useable Steam from the High Bridge Plant to the
Champion paper mill.
(b) transport condensate and make-up water of the quality and
in the quantity required by this Agreement from the paper mill to the High
Bridge Plant; and
(c) provide for control of steam and communications between the
High Bridge Plant and the paper mill.
2.5 Throughout the Term of this Agreement NORENCO shall obtain, renew,
and maintain all licenses, permits and other governmental authorizations
necessary to furnish steam through the Supply Line. NSP shall use its best
efforts to change rules, regulations, laws or ordinances which would prevent NSP
from furnishing steam hereunder.
2.6 Throughout the Term of this Agreement NSP shall own, operate,
maintain, repair, and adjust the Generating Equipment. NSP will not purchase any
equipment not required for electric generation.
2.7 Throughout the Term of this Agreement, NORENCO shall own and pay
for the incremental cost of the operation, maintenance, repair and adjustment of
NORENCO-purchased equipment installed on NSP property. At NORENCO's cost, NSP
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shall, throughout the Term of this Agreement, operate, maintain and repair
NORENCO-purchased equipment installed on NSP property.
2.8 NORENCO shall not, by reason of this Agreement or the termination
of this Agreement or the payments made pursuant to this Agreement, acquire title
or ownership in or to the generating equipment of the High Bridge Plant.
2.9 NSP shall use its best efforts to produce and deliver to NORENCO
and NORENCO shall use its best efforts to purchase and accept from NSP all of
NORENCO's steam requirements at the Champion paper mill during the Term;
provided, however:
(a) NSP shall not be required to produce and deliver nor shall
NORENCO be required to purchase and accept more than 4,000,000 Million BTU's of
Useable Steam during any fiscal year;
(b) NSP shall use its best efforts to produce and deliver and
NORENCO shall use its best efforts to purchase and accept the Annual minimum
quantity of Useable Steam each fiscal year. The Annual Minimum quantity is
expected to be 2,640,000 million BTU's; and
(c) NSP shall use its best efforts to produce and deliver steam
for at least 347 days per year. NSP and NORENCO shall use their best efforts to
coordinate inspections, maintenance and repairs to their respective facilities.
2.10 All steam produced and delivered from boiler B9 or B10 shall meet
the following specifications when
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measured at the delivery point:
(a) Temperature: 790 degrees F with variations required for
load control.
(b) Pressure: 850 pounds per square inch gauge (PSIG) with
variations required for load control.
(c) Steam flow rate shall be from 250,000 pounds per hour to
430,000 pounds per hour.
2.11 Delivery point as used in Article II of this Agreement shall be
the point where the steam exits the steam conditioning valve and enters the
Supply Line at High Bridge.
2.12 During each fiscal year of the Term of this Agreement, NORENCO
shall provide 100% of the water necessary to produce steam for NORENCO at the
High Bridge Plant by delivering to NSP the condensate return water. (NORENCO
shall pay for the water to initiate steam production.) NORENCO shall return the
condensate in a condition acceptable for 850 PSIG boilers.
III. Billing
3.1 NSP will xxxx NORENCO by the 20th of the month following the month
in which the costs were incurred. Each month's xxxx shall be increased by 1% to
cover handling costs, working capital and miscellaneous costs.
3.2 NORENCO will pay NSP no later than 10 days following the date of
NSP's xxxx. Interest shall accrue on payments which are overdue at the daily
commercial prime rate in effect at the Northwestern National Bank of Minneapolis
from the date that interest first accrues.
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3.3 NSP will provide NORENCO with a cost component schedule along with
its xxxx similar to that shown in Table 1.
3.4 The total monthly cost billed shall be calculated pursuant to
Article IV of this Agreement.
IV. Cost of Service
For any steam delivered to NORENCO by NSP, the following costs shall be
recovered by NSP from NORENCO. The calculation of these costs includes the use
of coefficients which are to be updated at least annually by NSP. The costs
recovered by NSP are to be reviewed annually by NSP to ensure that the
provisions of this Agreement recover all appropriate costs. Corrections to
xxxxxxxx will be made if it can be demonstrated by either party to the other
party's satisfaction that the monthly payments made by NORENCO to NSP are in
error by at least plus or minus 1%. Any corrections to xxxxxxxx will be
consistent with the incremental cost approach.
4.1 Fuel Cost
4.1.1 NORENCO will provide NSP with a monthly estimate of steam
to be produced and delivered from the NSP High Bridge Plant to satisfy NORENCO
thermal energy requirements. The nature and timing of these estimates will be
specified in writing by NSP.
4.1.2 NSP will determine the amount of coal required to produce
the quantities of steam identified in paragraph 4.1.1. The quantities of coal so
calculated and schedules proposed to deliver such quantities will be provided to
NORENCO.
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4.1.3 Any quantities of coal identified in Section 4.1 will not
decrease the quantities of coal available for NSP electric generation from long
term coal supply agreements executed for the purpose of supplying coal for
electric generation.
4.1.4 The coal required to produce steam for the benefit of
NORENCO may be stored in the NSP High Bridge coal storage area.
4.1.5 NSP will provide to NORENCO monthly fuel inventory
reports for fuel used to produce steam for sale to NORENCO. These reports will
include beginning of month coal on hand for NORENCO, coal delivered during the
month for NORENCO, coal consumed during the month for NORENCO and coal on hand
at the end of the month for NORENCO. These reports will be in a format shown in
Table 2.
4.1.6 NORENCO will pay NSP for the actual cost per MMBTU of
coal (including retroactive adjustment) as delivered to High Bridge for NORENCO.
The cost per MMBTU will be determined from the delivered cost per ton and the
heat value of the coal as determined by NSP's Fuel Supply Department and NSP's
Coal Testing Laboratory. NORENCO will reimburse NSP for any adjustments charged
to NSP for fuel quality and for High Bridge coal handling charges for NORENCO
coal.
4.2 Incremental Maintenance Cost
Each month, NORENCO shall pay NSP for the cost
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of incremental maintenance as calculated using NSP Power Production's
incremental maintenance coefficient.
4.3 Incremental Auxiliary Cost
Each month, NORENCO shall pay NSP for the cost of incremental auxiliary
electrical power useage at High Bridge as calculated using the average
incremental system generation cost for that month.
4.4 Incremental No Load Maintenance Cost
4.4.1. Each month, for those hours that boiler B9 is in thermal
only service by NORENCO, NORENCO shall pay NSP the incremental cost of no load
maintenance as calculated using NSP Power Production's no load operation and
maintenance coefficient.
4.4.2 Each month, for those hours that boiler B10 is in thermal
only service by NORENCO, NORENCO shall pay NSP the incremental cost of no load
maintenance as calculated using NSP Power Production's no load operation and
maintenance coefficient.
4.5 Incremental No Load Auxiliaries
4.5.1 Each month, for those hours boiler B9 is in thermal only
service for NORENCO, NORENCO shall pay NSP an amount equal to that month's
average system incremental generation cost times that month's no load electrical
consumption by boiler B9.
4.5.2 Each month, for those hours boiler B10 is in thermal only
service for NORENCO, NORENCO shall pay NSP an amount equal to that month's
average system incremental
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generation cost times that month's no load electrical consumption by boiler
B10.
4.6 Ash Disposal
4.6.1 Ash disposal costs for High Bridge are accumulated in
FERC Account 152 (NSP Account 61.01.36).
4.6.2 The monthly charges to account 61.01.36 will be prorated
between NORENCO and NSP on the basis of monthly coal burned for NORENCO and coal
burned for electric generation at High Bridge as reported per Table 2. This
charge shall also include an incremental ash disposal site development cost for
NORENCO ash.
4.7 Energy Management System Costs
4.7.1 Replacement Energy
4.7.1.1 The cost of replacement energy is calculated as the
difference in the cost of NSP generation and purchases to supply NSP native
requirements with and without the supply of steam to NORENCO. The change in NSP
generation cost will include the changes in fuel and maintenance for startup and
hours of operation, and the incremental ash disposal cost. The change in billing
cost for purchases with and without the supply of steam to NORENCO will also be
used in the calculation.
4.7.1.2. Without NORENCO's thermal requirements, less efficient
units may be dispatched prior to the use of Units 3 and 4 at High Bridge. With
NORENCO's thermal requirements, when NSP interrupts thermal service for
electrical production on Units 3 and 4, energy costs may be avoided by NSP
because these units are available immediately.
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This credit will be reflected appropriately in determining replacement energy
costs.
4.7.1.3 The cost of replacement energy shall be calculated
using NSP System Operation's computer program. The capacity effect on either
turbine T3 or T4 shall be considered hourly by that program. The capacity effect
of turbines T3 and T4 shall reflect actual plant conditions as evaluated by NSP
Power Production.
4.7.2 Sales of Electricity for Resale
NORENCO will be charged monthly for incremental costs associated with
the loss of the opportunity to sell electricity for resale due to NORENCO's
thermal requirements. This incremental cost is the estimated lost revenues from
sales for resale from High Bridge Units 3 and 4 minus the estimated avoided
electrical production costs, had this energy been generated at High Bridge Units
3 and 4.
4.8 Flame Stabilization
4.8.1 NORENCO will be charged for any incremental flame
stabilization due to thermal operations. For oil flame stabilization the cost
will be calculated as follows:
Cost = Gallons of oil used for x Oil cost per
NORENCO flame stabilization gallon
4.8.2 For gas flame stabilization, the cost will be calculated
as follows:
Cost = Millions of Btu of gas x Gas cost per
used for NORENCO flame million Btu
stabilization.
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4.8.3 The High Bridge Plant will report monthly the gallons of oil
and the millions of Btu's of gas used for flame stabilization for thermal only
service on boilers B9 and B10.
4.9 Incremental Operating Cost
Any additional overtime or operating personnel shall be reported and
charged to NORENCO.
4.10 Thermal Equipment Operation and Maintenance
Any operation or maintenance of thermal only equipment (equipment
installed for thermal use only) will be charged on separate work orders to
NORENCO.
4.11 Standby No Loads
If NORENCO desires an additional boiler on line for backup, the no
load costs specified in 4.4 and 4.5 will be charged to NORENCO for those hours
that the backup boiler is used for thermal only service.
4.12 Supply of Gas or Oil
If NSP supplies any oil or natural gas to NORENCO, NORENCO shall
reimburse NSP for replacement cost of that oil or natural gas including
appropriate carrying and handling charges.
4.13 Cold Start Credits and Costs
Since NORENCO's use of boilers B9 and B10 for thermal service to
Champion will result in considerably fewer boiler cold starts than otherwise
would be the case, the cost credit associated with such reduction in cold starts
will be assumed to offset any startup costs of boilers B9 and B10
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caused by NORENCO.
4.14 Administrative and General Costs
Administrative and general costs are covered by the Administrative
Services Agreement dated January 1, 1983, and any amendments thereto, between
NSP and NORENCO.
V. LIABILITY
5.1 NORENCO shall hold harmless and indemnify NSP from any and all claims,
loss, damage or liability, including injury to and death of persons, caused
directly or indirectly by the steam or the use of NORENCO's facilities after the
delivery of steam to NORENCO other than those resulting solely from the
negligence of NSP or its agents or employees (excluding persons assigned to
NORENCO on a full-time basis). NSP likewise shall hold harmless and indemnify
NORENCO from any and all claims, loss, damage or liability, including injury to
and death of persons, caused directly or indirectly by steam or the use of NSP's
facilities before the delivery of steam to NORENCO other than those resulting
solely from the negligence of NORENCO or its agents or employees (including
those persons assigned to NORENCO on a full-time basis).
5.2 Notwithstanding any other provision of this Agreement, neither NSP nor
NORENCO in any event shall be liable to the other, whether arising under
contract, tort (including negligence), or otherwise, for claims of customers or
any other third parties, or for loss of use of capital or revenue, or for loss
of anticipated profits, or for
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any other special, indirect, incidental or consequential loss or damage of any
nature arising at any time or from any cause whatsoever
5.3 No provision of this Agreement shall in any way inure to the benefit
of any third person including the public at large) so as to constitute any such
person a third party beneficiary of this Agreement or of any one or more of the
terms hereof, or otherwise give rise to any cause of action in any person not a
party hereto.
5.4 The provisions of this section shall apply notwithstanding any other
provisions of this Agreement or of any other agreement.
5.5 The provisions of this section and of any other sections of this
Agreement providing for limitation of or protection against liability shall
apply to the full extent permitted by law and regardless of fault and shall
survive the expiration or termination of this Agreement.
VI. CONTINUITY OF SERVICE
6.1 NSP shall not be liable to NORENCO for its failure to deliver steam,
and NORENCO shall not be liable to NSP for its failure to receive steam, when
such failure on the part of either party shall be due to accident to or breakage
of pipelines or equipment, fires, floods, storms, weather conditions, strikes,
lockouts or other industrial disturbances, riots, legal interference, acts of
God or public enemy, shutdowns for necessary repairs and maintenance, or,
without limitation by enumeration, any other
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cause beyond the reasonable control of the party failing to deliver or receive
steam provided such party shall promptly and diligently take such action as may
be necessary and practicable under the then existing circumstances to remove the
cause of failure and resume the delivery or receipt of steam.
Furthermore, NSP shall not be liable for its failure to deliver steam
provided that such failure is (i) due to any scheduled or unscheduled
maintenance shutdown of boilers B9 and/or B10 or (ii) due to operating
conditions on boiler B9 or B10 and turbine T3 or T4 that warrant curtailment of
the delivery of steam to NORENCO. NSP shall have the sole right to determine
when those conditions exist. NSP and NORENCO shall cooperate with each other
regarding maintenance and steam service curtailment, and shall use their best
efforts to coordinate inspections, maintenance and repairs to their respective
facilities. NSP shall provide NORENCO with as much advance notice as possible of
scheduled interruption or curtailment of steam service.
VII MISCELLANEOUS
7.1 This Agreement shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto, and any reference to any of the
parties hereto shall be deemed to include all successors and assigns.
Notwithstanding the foregoing, no assignment shall relieve a party of its duties
and obligations to the other party under
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this Agreement if the assignee defaults in such duty or obligation, unless such
other party consents to the novation in writing.
7.2 Unless designated otherwise in writing, all notices from NORENCO to
NSP shall be delivered to:
D. E. Gilberts
Senior Vice President-Power Supply
Northern States Power Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Unless designated otherwise in writing, all notices from NSP to NORENCO
shall be delivered to:
X.X. Xxxx, Xx.
Vice President
Norenco Corporation
000 Xxxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxxxx, XX 00000
7.3 All payments and reimbursements required to be made by NORENCO to NSP
pursuant to this Agreement shall be directed to:
Manager, General Accounting
Northern States Power Company
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
7.4 The costs and charges provided for herein are exclusive of any
present or future federal, state, municipal or other sales or use tax with
respect to the personnel covered hereby, or any other present or future excise
tax upon or measured by the gross receipts from this transaction or any
allocated portion thereof or by the gross value of the personnel covered hereby.
If NSP is required by applicable law or regulations to pay or collect any such
tax or
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taxes on account of this transaction or the personnel covered hereby, then such
amount shall be paid by NORENCO in addition to the costs or charges provided for
herein.
7.5 This Agreement shall be construed in accordance with and be governed
by the laws of the State of Minnesota.
IN WITNESSETH WHEREOF, the parties hereto have caused this instrument to
be executed by their respective officers thereunto duly authorized as of the day
and year below written.
NORENCO CORPORATION NORTHERN STATES POWER COMPANY
By /s/ X. X. Xxxx By /s/ D.E. Gilberts
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Its V.P. and Gen. Mgr. Its Sr. Vice President Power Supply
------------------------- -------------------------------
Date 5/18/83 Date 5/18/83
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Table 1 _________ Month _____ Year
4.1) FUEL Fuel Delivered in Month = $ _________
4.2) Incremental Maintenance ______ MMBtu ________ $/MWHO = $ _________
4.3) Incremental Auxiliaries ______ MMBtu ________ $/MWH = $ _________
4.4) No Load Maintenance ______ Hours ________ $/MWCAPO = $ _________
4.5) No Load Auxiliaries ______ Hours ________ $/MWH = $ _________
4.6) Ash Disposal = $ _________
4.7) Energy Management System Costs --
4.7.1) Replacement Energy = $ _________
4.7.1.1 Costs
Fuel $ ___________
Maintenance $ ___________
Startup $ ___________
Fuel & Ash Handling $ ___________
Other $ ___________
4.7.1.2 Boiler Availability Credits $ ___________
4.7.2) Sales of Electricity for Resale = $ _________
4.8) Flame Stabilization _____ MMBtu gas ______ gas cost = $ _________
_____ Gallons oil ______ oil cost = $ _________
4.9) Incremental Operations from time sheets = $ _________
4.10) Thermal Equipment O & M from work orders = $ _________
4.11) Standby No Loads _______ hours = $ _________
4.12) Supply of Gas and Oil = $ _________
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Table 2 ____________ Month __________ Year
HIGH BRIDGE FUEL
INVENTORY
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NSP Electric NORENCO
------------ -------
Tons MMBtu Tons MMBtu
Fuel beginning of month
Fuel delivered during month
Fuel consumed during month*
Fuel onsite end of month
* For boilers B9 and Bl0, fuel consumed will be prorated between NSP Electric
and NORENCO on the basis of measured integrated readings of steam flow to
NORENCO and the turbine generators T3 and T4. Total coal consumption by
boilers B9 and B10 will be measured using existing plant procedures and
instrumentation. Differences in measured and estimated pile inventory on
annual pile true-up will be prorated between NSP Electric and NORENCO on the
basis of the recorded NORENCO and Electric inventory at the time of true-up.
HIGH BRIDGE STEAM PRODUCTION
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NSP Electric NORENCO
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T3 T4
Steam integrator beginning of month
Steam integrator end of month
Steam consumption
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DEFINITIONS
Thermal Only Service At any point in time High Bridge Boilers B9
and B10 are either in a shutdown mode, a hot
standby mode, a startup mode, or an
operating mode. When those boilers would
otherwise be in the shutdown mode with
respect to system electric generation
requirements, such boilers shall be deemed
to be in thermal only service.
No Load Operation and A coefficient calculated periodically by NSP
Maintenance Coefficient Power Production which relates the annual
maintenance cost of a generating unit to the
energy output of the unit.
Average System Incremental Each month, NSP Power Production calculates
Generation Cost its average incremental cost to generate
electricity to meet NSP's native load
requirements.
