ELV-01500, Forwards Nuclear Decommissioning Funding Plan for Plant.Info Provides Assurance That NRC Prescribed Min Funding Will Be Available to Decommission Facilities
| ML20055H799 | |
| Person / Time | |
|---|---|
| Site: | Vogtle  |
| Issue date: | 07/25/1990 |
| From: | Dahlberg A GEORGIA POWER CO. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| ELV-01500, ELV-1500, NUDOCS 9007300100 | |
| Download: ML20055H799 (200) | |
Text
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Gt o'g:a f*0wer Company
': 1 333 Piedmont AveNe Attar!!&.GuNga 30309 Teepha'it 404 55(OCO j
' I Mailma A11ress Ret Offee Dar d'A5 l Arta'.ta GtWa 30332 i
) A W. Dahltterg ry mrvene du rc t,% m l
PreWent '
l CNet Ewcahe Othter July 25,1990 )
i ELV - 01500 ;
Docket Nos. 50-424 !
50-425 -
U. S. Nuclear Regulatory Commission
[
L ATTN Document control Desk Washington, D.C. 20555 !
VOGTLE ELECTRIC GENERATING PLANT NUCLEAR DECOMMISSIONING FUNDING PLAN Gentlemen: !
Georgia Power Company, acting for itself and as agent for ,
Oglethorpe Power Corporation, the Municipal Electric Authority of I Georgia, and The City of Dalton, Georgia (together with Georgia
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' .-. Power Company, collectively referred to as the "Co-Owners") , hereby '
submits the decommissioning funding plan for the Vogtle Electric Generating Plant ("VEGP"), Units 1 and 2 pursuant to the reporting ,
requirements of 10 C.F.R. $$ 50.75(b) and 50.33 (k) . I i
- The ' attached fundin'g plan contains a description of the \
funding approaches adopted by each Co-owner, . and includes, as !
Exhibits "A".through "J," individual certifications of financial assurance signed-by each Co-owner,. resolutions of the respective :
Co-owner boards'concerning nuclear decommissioning and a copy of ;
the financial assurance instrument (s) execu' ed by each Co-owner. -
i j Based on the information presented herein, there is reasonable assurance that the NRC prescribed minimum funding will be available
-to decommission each VEGP unit on the current expiration date of .
each unit's operating license as set forth in 10 C.F.R. I 50.75(c) . 1 Should you have any questions concerning this matter, please r
} contact Mr. W. G. Hairston, III at (205) 877-7279. ';
Sincerely, /
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A.W. Dahlberg 4
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- 5) Enclosuret- VEGP Nuclear Decommissioning Funding Plan cc: Georala Power comoany ;
Mr. W.Y. Jobe- l Mr. R.P. Mcdonald '
Mr. W.G. Hairston, III
-() Mr. C.K. McCoy Mr. G. Bockhold, Jr. ;
, Mr. R.M. Odom Mr. P.D. Rushton Norms-3' oalethorne Power Corocration r Ms. G.S.-Hancock .
Municinal Electric Authority of Georcia Mr. C.P. Dann I) The City of Dalton Mr. V.D. Parrott 7 Troutman, Sanders. Lockerman & Ashmore !
J.- Lamberski, Esq. ;
) U.S. Nuclear Reaulatory Commission ;~
Mr. S.D. Ebneter, Regional Administrator Mr..D.B. Matthews, Director, Project Directorate II-3' Mr. R.F. Aiello, Senior Resident Inspector, Vogtle Mr. R.S. Wood, Senior Financial Policy Analyst O
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i NUCLEAR DEC000tISSIONING FUNDING PLAN FOR THE V0GTLE ELECTRIC GENERATING PLhMT. UNITS 1 AND 2 DOCKET NOS. 50-424 AND 50-425 LICENs3 Mos. WPF-64 AND NPF-81 l I
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T&BLE OF COMTENTS ;
) I. Overview . . . . . .... . . . . . . . . . . . . . . 1 A. The Decommissioning Rule . . . . . . . . . . . . 1 i B. VEGP And The NRC Minimum Funding l Requirement . .... . . . . . . . . . . . . . .- 1
) C. Ownership Interests . . . . . . . . . . . . . .. 2 I
I D. The Funding Plan And Co-Owner Funding l Approaches . .... . . . . . . . . . . . . . . 2 +
3' II. Co-Owner Funding Approaches . . . . . . . . . . . . . 7 A. Georgia Power Company . . . . . . . . . . . . . . 7 B. Oglethorpe Power Corporation . . . . . . . . . . 10 3- C. Municipal Electric Authority Of Georgia . . . . . 13 D. The. City Of Dalton, Georgia . . . . . . . . . . . 16 III. Consolidated Nuclear Decommissioning Fund . . . . . . 19 3' !
List of Tables e
- 1. Nuclear Decommissioning NRC Minimum Funding Requirements, VEGP . . . . . . . . . . . . . . . . . . 3
)
- 2. Nitclear Decommissioning current NRC Minimum Cost Escalation Factor, VEGP . . . . . . . . . . . . . . . 4 .
- 3. Nuclear Decommissioning NRC Minimum Long Term Cost Escalation Factors, VEGP . . . . . . . . . . . . 6
) 4. GPC Nuclear Decommissioning Fund, VEGP ,
Unit 1 . . . . . . . . . . . . . . . . . . . . . . . . 8
- 5. GPC Nuclear Decommissioning Fund, VEGP Unit 2 . . . . . . ... . . . . . . . . . . . . . . . 9 ;
b 6. OPC Nuclear Decommissioning Fund, VEGP unit i . . . . . . ... . . . . . . . . . . . . . . . 11 ,
- 7. OPC Nuclear Decommissioning Fund, VEGP Unit 2 . . . . . . ... . . . . . . . . . . . . . . . 12 j D-i s O .
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- 8. MEAG Nuclear Decommissioning Fund, VEGP Unit 1 . . . . . . . . . . ... .. ... . .. . . . 14 1 .9. MEAG Nuclear Decommissioning Fund, VEGP Unit 2 . . . . . . . . . . .. . ..... .. .. . . 15
- 10. Dalton Nuclear Decommissioning Fund, VEGP Unit 1 . . . . . . . .. . .. ... .... . . 17
[ 11. Dalton Nuclear Decommissioning Fund, g VEGP Unit.2 . . . . . . . .. . . .... ... . . . 18
- 12. Consolidated Nuclear Decommissioning Fund,
,. VEGP Unit.1 . . . . . . . . .. .. ... . . . . . . 20
- 13. Conso11' dated Nuclear Decommissioning Fund, VEGP Unit 2 . . . . . . . .. . . . ... . ... . . 21 List of Exhibits A. Resolutions of the Board of Directors of GPC Concerning "uclear Decommissioning and GPC Qualified Master tecommissioning Trust Agreement.
b# GPC Non-Qualified Master Decommissioning Trust Agreement.
C. GPC Certification of Financial Assurance.
D. Resolutions of the Board of OPC Concerning Nuclear Decommissioning and OPC Non-Qualified Decommissioning Trust Agreement.
E. OPC Certification of Financial Assurance.
F. Resolutions of the Board of MEAG Concerning Nuclear l Decommissioning and MEAG Decommissioning Trust Agreement.
G. MEAG Decommissioning Trust No. 2 Agreement.
H. MEAG Certification of Financial Assurance.
I. Resolutions of The City of Dalton Concerning Nuclear Decommissioning and Dalton Decommissioning Financial ,
y Assurance Instrument.
J. Dalton Certification of Financial Assurance.
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I. OVERVIEW.-
A. The Decommissioning Rule.
On June 27, 1988, the Nuclear Regulatory Commission ("NRC")
promulgated a final rule rerguiring licensees of commercial nuclear reactors to provide reasonable assurance that fun 3s will be avail- ,
able to decommission such reactors. ERA 10 C.F.R. $ 50.75 (the j
" Rule"). As used in the Rule, the term " decommission" means to '
3' remove safely from service and reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of the NRC operating license. Egg 10 C.F.R.
$ 50.2. ;
The Rule requires each electric utility holder of a nuclear
- d. reactor operating license to submit to the NRC by July 26, 1990 a i I
decommissioning report containing a certification-that financial assurance for decommissioning will be provided in an amount which may be more, but not less, than the ninimum amounts prescribed in 1
, Section 50.75(c) (1) of the Rule, adjusted annually using a factor )
at least equal to that stated in Section 50.75(c) (2) . The Rule l3 permits non-federal electric utility licensees to utilize one or i
[
more methods described in Section 50.75(e) (3), including (1) pre-i payment, (ii) an external sinking fund into which deposits are made at least annually, and (iii) a surety method or insurance. i L The Rule further requires that licensees submit at or about 3 five years prior to the projected and of operation, a preliminary l decommissioning plan containing a cost estimate for decommissioning ,
! and sn'up-to-date assessment of the major technical factors that '
could effect planning for decommissioning.
B. Vogtle Electric Generating Flant And The NRC Minimum ,
l3'>.
- Funding Requirement. l
! The Vogtle Electric Generating Plant ("VEGP") is a PWR nuclear I plant consisting of two units, each of which is licensed for a '
L thermal power level of 3411 megawatts. The NRC operating license -
g expiration dates of VEGP Units 1 and 2 are January 16, 2027 and l
February 9, 2029, respectively. >
Pursuant to Section 50.75(c)(1) of the Rule, the NRC minimum decommissioning funding requirement for each VEGP unit is L $105,000,000 in January, 1986 dollars. To the extent possible, j this funding requirement was escalated to current dollars using the l inflation formula set forth in Section 50.75(c)(2) of the Rule.
l' Since data necessary to utilize the Rule's inflation formula is not available for future years, calculations are based-on the GNP In-plicit Price Deflator, as projected by Wharton Econometric Fore-casting Associates. The inflation rates, and the bases for such 3 rates, assumed in this decommissioning funding report are presented in Tables 1, 2 and 3.
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The NRC minimum funding amount required on the license expira- ;
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tion dates will be adjusted annually to account for (1) actual i inflation using a formula at least as conservative as that stated '
) in Section 50.75(cl(2) of the Rule, and (2) revisions to projected The actual fund contribution levels will be adjusted
- inflation. ,
at least once every five years, if:necessary, to ensure that the projected fund balar.ces, on the license expiration dates remain sufficiently close to the NRC minimum funding amounts. ]
). a C. Ownership *.nterests. !
Georgia Power Company, Oglethorpe Power Corporation, the Muni- -k cipal Electric Authority of Georgia, and The City of Dalton, Geor-gia (hereinafter collectively referred to as the "co-Owners") each >
has an undivided ownership interest in,-and is a co-licensee of,
).. the VEGP Units 1 and 2, as follows:
VEGP Ownership i
Unit 1 Unit 2 ,
GPC 45.7% 45.7%
) OPC 30.0% 30.0%
MEAG 22.7% 22.7% '
Dalton 1.6% 1.6%
100.0% 100.0% ,
p D. The Funding Plan And Co-Owner Funding Approaches. .
This decommissioning report (hereinafter referred to as the
" Funding Plan") is submitted pursuant to Section 50.75(b) of the Rule on behalf of all the VEGP Co-Owners.Section II of this Fund-ing Plan describes each of the funding approaches selected by the !
individual co-Owners pursuant to the Rule. Section III of this
) Funding Plan combines the individual Co-Owner funding amounts to illustrate that the NRC prescribed minimum decommissioning funding amount will be satisfied for each VEGP unit on the current expira-tion date of each unit's operating license.
This Funding Plan and the individual funding approaches of the VEGP Co-Owners are subject to change in the event that (1) the current license expiration date for a unit is extended by the NRC, !
(2) premature decommissioning of a unit becomes necessary, (3) a Co-owner transfers part or all of its interest in a unit, (4) a i 1, '
co-owner elects to use a different funding approach acceptable to ,
the NRC, (5) the Georgia Public Service Commission requires modifi-
, cations that are consistent with the Rule's requirements, or (6) any other change in circumstances occurs prior to the end of opera- :
tion or decommissioning of either of the VEGP units.
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IABLE.1 NUCLEAR DECOMMISSIONING NRC MINIMUM FUNDING REQUIREMENTS VOOTLE ELECTRIC GENERATING PLANT (THOUSANDS OF DOLLARS)
, .v '9.00%. OWNERSHIP"-
UNIT 1 OR UNIT 2 NRC MINIMUM REQT, = $105,000 FOR 3.411 MW THERMAL POWER LEVEL (IN JANUARY 1986 DOLLARS) (IN MEGAWATTS)
); = [$105,000 l l
ESCALATION FACTOR- UNIT 1 UNIT 2 JANUARY 1986 1,000 $105,000 $105,000 CURRENT ESTIMATE 1,309 l 8137,445 l 8137,445 l ESTIMATE ON 6.452 l 8677,502 l JAN 16,2027 ESTIMATE ON 7.053 l 8740,551 l FEB 9,2029 L; ) FOR EAC'H' CO-OWNER GEORGIA POWER OPC MEAG DALTON TOTAL OWNERSHIP % 45,7 % 30.0 % 22.7 % 1.6% 100.0 %
. UNIT 1 NRC MIN REOT $309,618 $203,250 $153,793 $10,840 $677,502 .
)- ON JANUARY 16,2027 l
- UNIT 2 NRC MIN REQT $330,432 8222,165 $168,105 $11,849 $740,551 ON FEBRUARY 9,2029 NOTE: Amounts may not reconcile due to rounding.
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FILENAME: NRCMIN3 6/13/90 j i
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t TABLE 2 (Paan 1 of 2) i NUCLEAR DECOMMISSIONING y y CURRENT NRC MINIMlUM COST ESCALATION FACTOR VOGTLE ELECTRIC GENERATING PLANT l
)
e (4)
(2) (3) PWR !
PURIAL (1) ELECTRIC FUEL ~
b' LABOR POWER ' OIL - COST !
INDEX INDEX INDEX FACTOR l l
JAN 1986 127.7 119.3 82.0 1.000 }
D.
i- JAN 1988 2.007 ,
t t' DEC 1989 147.3 113.8 68.1 O '
li. <
t (6) (7) (8) (9) .
(5) ELECTRIC FUEL PWR PWR (10)
LABOR POWER OIL ENERGY . BURIAL TOTAL
[.. (L) (P) (F) (E) (B) PWR CURRENT 1,153 0.954 0.830 0.902 2.007 l 1.309 l _ ;
ESCALATION
, . FACTORS l
- See notes on sources and calculations on page 2.
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TABLE 2 (Paae 2 of 2)
NUCLEAR DECOMMISSIONING CURRENT NRC MINIMlUM COST ESCALATION FACTOR g
VOGTLE ELECTRIC GENERATING PLANT D
NOTES ON TABLE 2 SOURCES AND CALCULATIONS:
(1) MONTHLY LABOR REVIEW, TABLE 25 (FORMERLY TABLE 24), EMPLOYMEtR COST INDEX, COMPENSATION , WORKERS FOR SOUTH REGION D
(2) PRODUCER PRICE INDEXES, TABLE 6. PPI FOR COMMODITY GROUPINGS, INDUSTRIAL POWER 500 kW DEMAND FOR SOUTH ATLANTIC (COM CODE 0543)
(3) PRODUCER PRICE INDEXES TABLE 6. PPI FOR COMMODITY GROUPINGS, LIGHT FUEL OILS (COM CODE 0573) g (4) REPORT ON WASTE BURIAL CHARGES, NUREG 1307. REV 1. TABLE 2.1, SOUTH CAROLINA SITE (5) F ACTOR DERIVED FROM COLUMN (1), DECEMBER 1989 V ALUE DIVIDED BY JANU ARY 1986 VALUE Di (6) FACTOR DERIVED FROM COLUMN (2), DECEMBER 1989 VALUE DIVIDED BY JANUARY 1986 VALUE (7) FACTOR DERIVED FROM COLUMN (3), DECEMBER 1989 VALUE DIVIDED BY JANU ARY 1986 VALUE g .. (B) ENERGY FACTOR FOR PWR = .58 x ELECTRIC POWER FACTOR + .42 x FUEL OIL FACTOR
- 9) FACTOR DERIVED FROM COLUMN (4), JANU ARY 1988 VALUE DIVIDED BY JANUARY 1986 VALUE (10) TOTAL ESCALATION FOR PWR = .65 x LABOR ESCALATION + .13 x ENERGY ESCALATION
+ .22 x WASTE BURIAL ESCALATION FILENAME: NRCESCV3 6/13/90 D
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O TABLE 3 l 6
F NUCLEAR DECOMMISSIONING NRC MINIMUM LONG TERM COST ESCALATION FACTORS j VOGTLE ELECTRIC GENERATING PLANT .
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ESCALATION ESCALATION
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RATE % - FACTORS CURRENT l 1.309 l DEC 1990 4.40% 1.367
,- DEC 1991 4.40% . 1.427 l J DEC 1992 4.40 % 1.490 l DEC 1993 4.40 % 1.555 )
DEC 1994 4.40% 1.623 DEC 1995 4.40% 1.695 DEC 1996 4.40% 1.769
): DEC ' 1997 4.40% 1.847 !
DEC 1996 4.40% 1.929 !
DEC 1999 4.40% 2.013 DEC 2000 4.40 % 2.102 a DEC 2001 4.40% 2.195 1
]' DEC 2002 4.40% 2.291 l I
DEC 2003 4.40 % 2.392 DEC 2004 4.40% 2.497 DEC 2006 4.40% 2.607 j DEC 2006 4.40% 2.722 l
^
- t. DEC 2009 4.40% 3.097 ,
DEC 2010 4.40% 3.233 j DEC 2011 4.40% 3.376 DEC 2012 4.40% 3.524 t3 DEC 2013 4.40 % 3.679 DEC 2014 3.841 f
[ 4.40 %
DEC 2015 4.40% 4.010 i DEC 2016 4.40% 4.187 i DEC 2017 4.40% 4.371 g DEC 2018 4.40% 4.563 l DEC 2019 4.40% 4.764 l DEC 2020 4.40% 4.973 ,
l DEC 2021 4.40% 5.192 i' DEC 2022 4.40% 5.421 ,
. DEC 2023 4.40% 5.659 h DEC 2024 4.40% 5.908 DEC 2025 4.40% 6.168 >
DEC 2026 4.40 % 6.440 DEC 2027 4.40% 6.723 DEC 2028 4.40% 7.019 3 DEC 2029 4.40% 7.328 NOTES: 4.40% EQUALS 1990-2008 AVERAGE ANNUAL GNP IMPLICIT PRICE DEFLATOR FROM WEFA ,
g GROUP,4TH QTR 1989 I i FILENAME: NRCLT3 6/13/90 g-6
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II. CO-CWNER FUNDING APPROACHES.
A. Georgia Power Company ("GPC"). l 3 J
, GPC has selected the external sinking fund method of funding i the decommissioning costs associated with its proportionate inter- !
est in VEGP Units 1 and 2. Specifically, GPC has made an initial l contribution and will make annual contributions to a trust fund, having separate accounts for each unit, such that the principal and 3 accumulated earnings, less those amounts necessary to pay the ex-penses of administering the trust, will at least equal GPC's share ,
of the NRC prescribed minimum amount for the VEGP units, on the '
current expiration dates of the operating licenses of VEGP Units 1 and 2. Because a portion of GPC's annual decommissioning trust fund contributions will not qualify for tax deductibility under IRS 3 regulations, GPC has entered into two separate trust agreements, one for qualified funds and the other for non-qualified funds.
Pursuant to Section 50.75(b) of the Rule, copies of both trust j agreements, executed by GPC and Bank South, N.A., as trustee of r both trusts, are attached hereto as Exhibits "A" and "B". A car-I tified copy of the resolutions of the GPC Loard of Directors con-O cerning nuclear decommissioning, adopted January 17, 1990, is also included with the Exhibit "A" trust agreement. '
i Tables 4 and 5 show GPC's trust fund contributions, fund earn-l-
ings and cumulative fund balance over the current operating lives >
of VEGP Units 1 and 2, respectively. The trust fund contributions
.O L shown on Tables 4 and 5 are broken into two column 6: (1) contribu-tions which the Georgia Public Service Commissio), has authorized j GPC to include in its cost of -service based on the NRC minimum
- funding amounts projected in early 1989; and (2) additional con- l tributions necessary to increase the fund to the NRC minimum re-i quired amounts projected in 1990. As part of its general rate case iO filings, GPC plans to request the Georgia Public Service Commission
- to authorize GPC to-include in its cost of service the additional
! contributions necessary-to fund the NRC minimum required amounts l projected at the time of such filings. The fund earnings rate of i l
6.95% is the annual earnings rate assumed after payment of taxes and expenses necessary to administer the trust fund.
Based on the information presented herein, GPC has concluded that reasonable assurance exists that funds will be available to decommission each VEGP unit on the current expiration date of each unit's operating license in an amount at least equal to GPC's per-O- ent interest in such unit times the NRC prescribed minimum funding i amount- for such unit set forth in Section 50.75(c) of the Rule.
l GPC's certification of the foregoing, pursuant to Section 50.75(b) of the Rule, is attached hereto as Exhibit "C". '
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L TABLE 4
) CEORGIA POWER COMPANY' )
i NUCLEAR DECOMMISSIONING FUND j l
VOGTLE ELECTRIC GENERATING PLANT UNIT 1 )
($000) i
\
i tog 6n of fund OQut%uthm End of Share of l Colonder Year Fund Authorised To Do Year NRC Rule l
, Year . Fund Bal k,trange - In Malee Roquested FundBal Minimum
)
3/1840' 0 0 M7 M7 ,
)
.1990 387 21 1,648 1,988
]
1991 1,000 138 1.848 3,940 1903 3.040 2M 1,648 6,441 l 1988 6,441 378 1 M8 7.3e8 1994 7,308 612 1.M8 9,428 1986 D,428 486 1,648 11.831 )
1988 11,981 SM 1.548 468 14.442
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14,442 1,004 1,648 17,448 1997 486 1998 . 17,448 1,213 1,648 486 20.084 ,
1000 20,8404 1,430 1,M8 486 24.102 2000 24,103 1,876 1 M8 486 27.780 l 2001 27,700 1,931 1,007 486 31,783 2002 31,798 3.200 1,746 466 36,171 -
2003 88,171 2,614 1,746 486 40,886 q 2004 40,846 2,4,2 1,746 488 46,938 l
2004 46.988 3,103 1.74 466 81.320 2004 61,300 3,887 1,746 486 67.088 2007 67,088 3,000 1,746 486 83.266 2008 88.288 4,306 1,746 466 00,883 2000 99,8M 4.866 1.746 466 70,908 2010~ 70,908 6.346 1,746 466 84,464 3
'2011 - M,464- 6,870 1,746 466 92,624 2012 - 93,624 0.430 1,746 466 - 101,186 -
2013 101.188 7,030 1,746 486 110.387 2014 110,387 7.072 1.746 466 120,250 2016 120,280 8,388 1.746 466 130,818 2010 130,818 0,002 1,746 466 142,110 2017 142,110 0,877 1,744 466 164,188
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2018 164,188 10,718 1,746 466 167,104 ,
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2019 167,104 11,014 1,746 466 180,919 2020 180,919 12,674 1,746 466 106,603 ,
2021 1106.003 13,001 1,746 466 211,496 2022 211,446 14,000 1,746 466 228.304 .
). 2023 228,394 - 16,873 1,746 466 246,488
'2024 246,400 17,130 1,746 466 266,700 2026 206.790 18,473 1,746 466 286.472 2026 206,472 10,910 1,746 466 308,683 2027 308.683 930 76 20 309,818l 309.618 l
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232,796 62.738 14.116 >
Note: Resulte renect fund eamings thru January 18,2027 t
Annual Fund Eeminge Rate 6.96 %
Amounto may rd reconclie due to roundmg, FHename: VINRC 6/14/00 8
1 TABLE 5 !
CEOR21A POWER COMPANY l y' NUCLEAR DECOMMISSIONING FUND j VOGTLE ELECTRIC GENERATING PLANT UNIT 2 J
($000) l J
Begin of Fund Cont @ut6on End of Shave of Calender Year Fund Authorbed ToBe Year NRC Rule j Year Fund tal Fern 6nge in Rrdeo Requested Fund Sal Mh.imum 0 0 441 881 l 3/1W90 1990 481 49 1,863 1,483 j 1991 - t,444 173 1,637 4,192 1992 4,192 Ret 1,637 6,021 1993 6,021 dit 1,637 7,976 1994 7,976 SM 1,837 10,008 )
1996 10,088 w 1.637 12.304 'f 1996 12,304 466 1,837 SN 16.061 7
1,046 1,537 17,988
, 1997 16,081 334 .
1 1998 17,984 1,200 1,637 364 21.130 1999 21,130 1,449 1,637 3M 24.400 2000- !:4.400 1,702 1,637 3M 28,0$3 2001 28.083 1,962 1,837 384 31,926 2002 31,996 t 219 1,637 364 M,030 2003- M.ON t,806 1,637 3M ' 40,432 2004 40,432 2.810 1,637 3M 46,1H 2006 - 46,1M 3,137 1,837 3M 80,102 2006 00,142 3,446 : 1,537 SM 68,640 q 2007 - 86,M0 3,800 1,837 '364 61,291 !
2006 01,291 4,200 1,837 354 87,442 2009 67,442 4 M7 1,637 364 74,021 2010 74,021 6,144 1,537 SH 81,067 i 2011 81,067 6,633 1,637 3M 84,842 2012 88,882 6,100 ' 1,637 364 96,629 y 2013 96,829 0,716 1,637 364 - 106,236
.2014 1SS,2M 7,314 1,537 364 114.442 2016 114.442 7,964 1,637 SM 124,287 i '2014' 124,287 8,838 1,637 364 134,816 '
-2017 134,816 9.370 1,637 364 146,077
( ;
.2018 146,077 w.162 1,637 364 168,121
- 2019 168.121 10,989 1,637 364 171,002 i 2020 171,002 11.886 1,637 364 184,778 2021 1M,778 12,842 1,637 364 199.611 2022 199,611 13,866 1,637 364 216.200 + 1 2023 216,269 14,961 1,637 364 232,121 2024 232,121 16.132 1,637 3M 250,146 2026 260,148 17.386 1,637 36', 269,422 2026 209,422 18,726 1,637' '44 290,034 4 2027 200,038 20,164 1,637 364 312.087 ,
2028 312.087 21,000 1,637 364 335.004 2029 336.008 2,667 168 30 l 338,432 l Sk ,
265,000 61,008 11,734 Note: Roeutte renect fund earnings thru February 9,2029 Annual Fund Earninge Rate 6.96 %
Amounto may not reconcile due to rounding Filename: V2NRC 6/14/90 9
B. Oglethorpe Power Corporation ("OPC").
?' OPC has' selected the external sinking fund method'of funding-
.the decommissioning costs associated with its proportionate inter- :
est in VEGP Units 1 and 2. Specifically, OPC has made'an initial contribution and will make annual contributions to a trust fund,
- ' ; having separate accounts for each unit, such that the principal and o accumulated earnings,
- less those amounts necessary to pay-taxes, if any, and the expenses of administering the trust, will at'least
>+
' 1 equsil OPC's share of the NRC prescribed minimum amount for the..VEGP
, unit % - on' the current expiration dates - of the operating licenses of VR@ Units:1 and 2. Pursuant to Section:50.75(b)~of the Rule,
!, E - a ces of the trust agreement for a non-qualified fund' : executed ,
W 'by OPC and Citizens and Southern Trust Company (Georgia) , N. A. , the
%< -trustee,;is attached hereto as Exhibit "D". Acertifled copy of h =the resolutions of the OPC Board, adopted.May'14,-1990, is also
. included with the: Exhibit "D" trust agreement.
h
- i. Tables 6 and 7'show OPC's trust fund contributions, fund earn-
, ings and cumulative fund balance over the current operating lives
. . Lof VEGP Units?1 and 2,.respectively. The fund' earnings rate of
, '8.0%,is the annual earnings rate assumed after payment of. taxes, t L , cif: any, and expenses necessary to administer the trust: fund.- +
Based'on the information presented herein,-OPC has concluded ;
- $ that reasonable assurance exists that funds will be available to
- p. decommission each VEGP unit on'the current expiration,date of each y'.
q unit's operating license in an amount at least equal to OPC's per-
- cent interest in such unit times the NRC prescribed minimum funding amount for such unit set forth in Section 50.75(c) of'the Rule.
OPC's certification of the foregoing, pursuant to Section 50.75(b) of the Rule,<is attached' hereto as Exhibit "E".
p.
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. TABLE 6 ;
Nm '
OGLETHORPE POWER CORPORATION
. NUCLEAR DECOMMISSIONING FUND j
VOGTLE ELECTRIC GENERATING PLANT UNIT 1 l
($000) - 1 y
Begin of '
End of Share Of
,E , , Calender Year Fund. ~ Fund Year NRC Rule Year Fund Bal Earninge - Conteution Fund Bat Minimum l
740 , 0- 0 - 2,640 2,640 1000 2,040 106 782 3.627 i
,.1991 3,627 282 782 4,801- 1 1992- ' 4,801 367 782 6,740 ')
- 1 1000- 6,740 489 132 6,001 1994 6,081 689 782 8.322 1996- 8.322 006 782 9,700 f
1006 9,700 = 782 782 11,333 _)
1997 11,333 007 762 13,021 1808 13.021 1,042 782 14,846 16,814
]
1999 .- 14,846 1,188 782 2000 16,814 1,346 782 18.941 2001 18,941 ~ 1,616 782 21.234
,p 2002 21,238 ' 1,000 782 23,719 t i
2003 23,719 1,808 782 26,300 2004 26,308 2,112 782 29,292 ,
5 2006 29.292 2,343 782 32,417 ,
2006 32,417 2,693 782 36,792 20M 36,702 2.863 782 39,437 2008 39,437 3,166 782 43.374 43,374.. 3,470 782= 47,626 c 2010 47,626 3,810 782 62.218 2011 62.218 4,177 782 67,177 2012 67,177 - 4.674 782 62,633
~
F 62,633 : 6,003 782 '88,318
- 68.318 6,466 782 74,666 - ~I
'Is 74,S06 6,966 782 81,312 M: 81,312 6.606 782 88,600 A 88,609 7,088 782 96,469
~C-as 96.469 7.717 782 104.968
[ ,
2019 104.968 8,397 782 114,147 -
2020 114.147 ' 9,132 782 124.061 2021. 124,001 9,926 182 134,768 -
.: 2022 134,768 10,781 782 146,331 ,
t
, 2023 146,331 11,706 .782 168,819 2024 - 168.819 12,706 782 172,307' 2026 '172,307 13,786 782 186,873 2026 186,873 14,960 782 202,606 ,
2027 202.606 710 0l 203,314 l 203,260 l l 171,747 31,668 L
Note: Results reflect fund earnings thru January 16,2027 Annual Fund Earnings Rate 8.00 %
Amounto may not reconcile due to rounding.
Fliename: VINRC 8/2640
, s 11 ,
i ~ ___-__.--__-___--_-_---_-_>
' TABLE 7 '
ry OGLETHORPE POWER CORPORATION NUCLEAR DECOMMISSIONING FUND ,
. VOGTLE ELECTRIC GENERATING PLANT UNIT 2 . I
($000) - a >
- o. se96n of End of Share of Calender Year Fund ,und Year - NRC Rulo 01 yea, ,un, u . se, n.e coni,n,uo n pun, u uini,nu,n . ,
ll '
-7/90 0 0 884 '884 5
d 1980' = SH ' 36 880 1,770 5 1991: 1,770 ' 142 880 2,781 i 0- t *** ' 27'1 ***- 88o ****
I 4d33 3.832 307 800 4.089
'p 1994 4.889 399 880 0.238 F; 1996 &g% 409 860 7,680
$ 1998 7,888 M? $$0 0.046 1997-- 9,046 724 560 10,819 .
1998 ' 10.019 840 860 12.318 1999 12.318 986 850 14.154 ,
20004 14,154 > 1,132 450 16,136 2001 16,138 1,291 860 18,277 2002 18,277 ; 1,482 880 20,880
- O . 2003 20,889 1,647 80 23,047 2004 23,067 1,847 880 26,784 2006 25,784 2,083 880 20,807 2006' 28,097 2,206 - 860 , 31,843 2007 31,843 2.547 ' 860 36,240 2008 36,240 2.819 . 880 . 38,910
..Q 2000- 38,910 3,1t 3 860 -42,872 2010 42,872: 3,430 ' 860 .47,152 2011 = 47,162 3,772 860 61,776 2012 61,776 4,142 850 66,787
- 2013' 80,787 4,541 860 62,158 2014: 82,188 4.973 860 67,981 2015' 57,001 5,438 860 ' 74,270 2016- 74,270 6.942 -860 81,061 84,396 '
2017' .81,061 6,485 880
'2018 88.3e6 7,072 850 96,318 IbL 2019 06.318 7,706 860 104,874 2020 104.874 8.300 440 ' 114,114
'2021 114.114 9,129 $$0 124,093 2022 124.093 9,927 ' 850 134,871 2023 134,871 10,700 860 146,511 t
Qy '2024 146,511 11,721 850 159,082 2026 159,082 12,727 850 172,658 2026 172,668 13,813 850 187.321 2027 187,321 14,986 850 203,167 2024 203,167 16,263 850 220,260 2029 220,260 1,93I l 222.191 l 222,165 l
'O ;.
188,161 ~ 34,040 Note: Resulte renect fund earnings thru February 9,2020 Annual Fund Earnings Rate 8.00 %
- O' - A ounie mer noi reconaie due io ,o,mdina. ru.n.me: v2NRo 6,2sie0
>_ 12
M .
I C. Municipal' Electric' Authority of; Georgia ("MEAG").
b MEAG1is an instrumentality of' the State of Georgia of 'per- 3
); petual existence, .which provides wholesale electric service;to
- political; subdivisions of the. state. Since 1977, MEAG has been ,
4 : making deposits into accounts in amounts deemed necessary to satis- l fy MEAGJs proportionate share of the decommissioning. costs-(both l
- - costs' associated with decommissioning, as that term is used in the i
[ - NRC Rule, and costs associated with dismantling the remaining por- l
)
- tions of- the plant) of the VEGP. units on the current expiration date of each unit's operating license.
I E
n' Pursuant to the requirements of the NRC Rule, MEAG has select-ed the external sinking fund method of funding'its proportionate l share of the decommissioning costs of VEGP. Specifically, MEAG
- has;made an initial contribution and will make monthly contribu-tions to a trust fund, having separate accountsifor each unit, such ,
L that . the '. pt tncipal and accumulated earnings, less those amounts- l
- . necessary,to-pay the expenses of administering the trust, will at- .l
- , .least equal MEAG's shara of the NRC prescribed minimum amount for- !
H . .the1VEGP units, on-the current expiration dates of the operating I a licenses of VEGP Units 1 and 2. Pursuant to Section 50.75(b)lof l 8
the Rule, a copy of'the trust agreement executed by-MEAG and The'
. citizens and Southern National Bank, the trustee, is attached 1
- hereto as Exhibit "F". A certified copy of the resolutions of the '
i .MEAG. Board concerning-nuclear decommissioning, adopted January 17, 1990,.is included with the Exhibit "F" trust agreement.
l For your= information, MEAG also has made an initial contribu-
- i ... tion and will make additional monthly contributions, if necessary, lto a separate trust fund (" Trust No. 2") to cover'the costs of
- Ldecommissioning the non-radioactive portions of the VEGP units, V ,
, ?together .with any additional amounts required to decommission
/. . radioactive portions which are not sufficiently funded in the Ex-hibit F trust. A copy of the Trust No. 2 agreement, executed by L" MEAG and The citizens and Southern National Bank, the trustee, is L attached hereto as Exhibit "G".
t
' ; Tables 8.and 9 show MEAG's initial and annual trust fund con-i tributions. for NRC required decommissioning, fund earnings and i cumulative fund balance over the current operating-lives of VEGP L Units.1 and 2, respectively. The fund earnings rate of.7.0% is
[ the-annual earnings rate assumed after payment of expenses neces-
[ sary to administer the trust fund.
Based on the information presented herein, MEAG has concluded i that reasonable assurance exists that funds will be available to decommission each VEGP unit on the current expiration date of each unit's operating license in an amount at least equal to MEAG's percent' interest in such unit times the NRC prescribed minimum y funding amount for such unit set forth in Section 50.75(c) of the Rule. MEAG's certification of the foregoing, pursuant to Section 50.75(b) 'of the Rule, is attached hereto as Exhibit "H".
r u
13 ;
_ m ..L. _ _ _ _ _ _ _ . _ _ . _ _ _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ . _ . _ _ _ _ _ _ _ _ _ . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
TABLE 8 7
~
i MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA
. NUCLEAR DECOMMISSIONING FUND ~
- VOGTLE ELECTRIC GENERATING PLANT UNIT 1
' ($000)
Bet in w and w . en. . w -
Calendar . Year i Fund Fund ' Year - NRC Rule Year Fund Be!- Contribut6on Jarninge : Fund Bat Minimum 1000 2,300 0 2,300.
1000 - 2,300 740 102 3,310' 1991 3,310 740 208 : 4,318 k 1est 4,318 - 740 328 - 6,306 1993 6,306: 740 404 ' 8,640 ,
1994 8,640 740 . 486 7,783
-1996 7,783 740 671 0,103 1000 - 0,108 , 740 003 - 10,614 gi 1987 ' 10,618 740 782 12.027 1998 12.027 = 740 Set 13,846 1000: 13,846 -740 Ott 16,f..'6 2000 16,376 740 1.102 17,227 2001 17,227 740 1,232 10,200 2002- 10,200 740 1,371 21,320 g 21,320 " 740 1,610 23,607 2003 2004 23,007 740 1,678 26,026 2006 -26,026 740 1,848 28,822 2008 28,822 740 2,030 31,401 2007, 31,401 740 2,224 34,376 Ou '2004 - - 34,376 740 2,432 37,666 2000- 37,686 740 2,666 40.001
'2010 ~ 40,061 740 . 2,403 44,004
'2011 44,804 740 3,148 48,601, 2012 48,801 _ 740 3,421 62,672
-2013 62,872 740 3,713 67,136 g :.
2014= 67,136 740 4,026 . 61,000 -
2016 ' 01.000 - 740 4.300 87,010 2018 87,010 740 4,718- 72,486 -
2017 '72,486 740 . 6,100 78,336 2018- 78,336 740 6,610 84,604
'2010= 84,604 . 740 6,048 01,201 2070 01,201 740 6,417 08,467 2021 98,467 740 0,018 106.126 2022 .106,126 740 7,466 114,320 2023 114,320 740 8,020 123,107 2024 123,107 740 4,644 132,500 2026- 132,500 740 0,301 142,661 2026 142,861 740 10,006 163,306 2027 163,306 33 466l 163,703 l 163,703 l 30,126 123,067 g;
Note: Results re8ect fund earnings thru January 16,2027 Annual Fund Earnings Rate 7.0%
Arnounto may not reconcile due to rounding.
Filename: V1NRC 8/26/90 g.
= _ _ - - _ = _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ _ _ _ _ _ _ - _ - -
-TABLE 9 y h '
MUNICIPAL ELECTRIC AUTHORITY OF CEORGIA '
C , NUCLEAR DECOMMISSIONING FUND VOGTLE ELECTRIC GENERATING PLANT UNIT 2 '
- ($000) l$ , ,
Begin of t End of there of .
.m W' - Calen6er i Year ; ' Fund Fund Year ' NRC Rule -
, p 4 Year! Fund Bela - Contribution Earnin9e . Fund Bel. M6nimum 1989 907 . 967 a 1990' _ 907 708 98 1,000' W .1991 1,800 798 188 - 2,816 ,
~
[, 1992 2 818 ~700 226 3,838' -
1993 3,838 ' 798 297 4,933
', -1994 4,933 798 . 373 6,103
+
1996 8,103 798 486 7,366 3 -' 1998 ~ 7,3e6 798 543 0,097 ,
1987 ^ 8,097 798 837 10,131 .
1998- 10,131 798 737- 11,006 1999 11,086 798 844 13.307 2000 13,307 798 969 - 16.064 2001 15,064 . 798 1,082 16,944 .{
-1 7,; '2002- 16,944 798 - 1,214 18,966 l 2003 , 18,906 L798' 1,366 21,108 2004 21,108 . 790 1,806 23,412 2006' - 23,412 - 798 1,667 25,876 t
h' '2006 25,876 :798 1,839 28,613 2007 - 28,513 798 2,024 31,334 2008 31,334 798 2,221 34,363 2000: 34,353 798 - 2,433 ' 37,583-l *2010~ 37,583 798- 2,669 41,039 I 2011: 41,039 798- 2,901 44,734 2012 44,738 798 3,100 44,095
.2013 ~ 44,096 798 3.437 52,929 2014 52,929 798 - 3,733 . . 57,469 j
, 2015- 67,459 798 - 4,060 82.307 ' J]
' I 2016 62,307 798 4,389 67,494 I
'2017 87,494 798 4.762 73,044 :
- " 2018 -73,044 798 5,141 78,982-2019 78,982 798 - 5,557 ~ 85,337
-20201 85,337 798 -6,001 92.136
-2021 92,136 798 6,477 99,411 '
- 2022 99,411 ' 798 6.987 107.196 2023 107.195 798 7,532 '115,624 3 2024. 116,624 798 8,115 124,436 'f 2025- 124,436 798 8,738 133,972 l 2026 133,972 798 9,406 144,176 2027 144,176 798 10,120 155,094 'l 2028 155,094 798 10,881 166,776 E2029 106,776 87 1,242 l 168.106 l 168.105 l 32.100 135,945 i
o Note: Results reRect fund earnings thru February 9,2029 .
t Annual Fund Earnings Rate */,0%
Amounto may not reconcile due to rounding Filen ene: V2NRC 6/28/90 15 i
)[
D. The City'Of Dalton, Georgia (" Dalton").-
Dalton' has - selected < the prepayment method of - funding: the-3 decommissioning costs associated with its proportionate. interest-
~in VEGP Units 1. and 2. Specifically, Dalton has purchased stripped:
treasury and REFCORP bonds which have been deposited to an escrow .
fund, having' separate accounts for each unit,.such that,the prin '
cipal'and. accumulated earnings, less those amounts necessary to pay :
the expensesi of administering the- fund, will at. least _ equal
)', ,
Dalton's. share of-the NRC prescribed minimum amount for'the VEGP-unite, on:the current expiration dates of the. operating licenses of VEGP Units 1 and 2. Pursuant to Section 50.75(b)- of the Rule, a copy of the escrow agreement executed by Dalton'and' Citizens and. ,-
Southern Trust Company-(Georgia), N.A., the escroweagent,_~is at-tached hereto'as_ Exhibit "I." A-certified copy of the resolutions:
of~The City of Dalton concerning nuclear decommissioning, adopted' July 23, 1990, is also-included with the Exhibit "I" escrow agree-;
ment.
, Tables ~ 10 and 11 'show Dalton's initial purchase of - bonds, j j
their maturity dates, their value at maturity and their value-on-the license expiration dates of VEGP Units 1 and 2, respectively.
l An effective annual ^ interest _ rate of 8% was used toEcalculate the value of the bonds either before' or after; their maturity dates. "
Consistent'with the NRC minimum funding requirements, Dalton may L t buy and sell bonds to better _ match bond maturity dates with projec-j; ted dates of decommissioning expenditures.
Based-~ on the-:information. presented herein, . Dalton hasa con-l_ cluded that' reasonable assurance exists that funds will be' avail-L able to decommission each VEGP unit on the current expiration datei 3
=of'each; unit's. operating' license in an' amount at least equalLto L
j Dalton's percent interest in such-unit times the NRC~ prescribed minimum funding amount for such unit set forth in Section-50.75(c)
L of the Rule. . Dalton's certification of the foregoing,-pursuant to p Section 50.75(b) of the Rule, is attached hereto as Exhibit "J".
l -
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i TABLE 10 -
- THE CITY OF DALTON, GEORGIA 1 VOGTLE ELECTRIC GENERATING PLANT UNIT 1-
-($ X 000) -
.\
SHARE OF 1 BOND- - MATURITY - VALUE @ VALUE @ . NRC RULE' DESCRIPTION- DATE MATURITY DATE LIC. EXP. DATE MINIMUM j STRIPPED REFCORP Jan-2027~ $2,100 $2,100 :l .
STRIPPED REFCORP ' 15-Jan-2028 -. $4,600 $4,254 -
STRIPPED REFCORP ~ Jan-2023 $4,600. $3,933
[
STRIPPED REFCORP 15-Jan-2030 $900- $697 A ' $12,200 - l $10,984 l l $10,840 l-
. NOTE: Results reflect fund earnings thru January 16,2027
!" ' Annual fund earnings rate 8.00%:
- Amounts may not reconcile due to rounding. [
i
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' TABLE 11 THE CITY OF DALTON, GEORGIA l y' .1 VOGTLE ELECTRIC GENERATING PLANT UNIT 2
($ X 000) 1 SHARE OFi #
BOND MATURITY . VALUE @ ~ VALUE @ NRC RULE 0- DESCRIPTION DATE . MATURITY DATE LIC. EXP. DATE - MINIMUM
. STRIPPED REFCORP - 15-Jan-2030 $13,000 -l $12,082 l l $11,849 l .
O
- NOTE: Results reflect fund earnings thru February 9,2029 Annual fund earnings rate 8.00%--
Filename: DALDC01 ,,
Amounts may not reconcile due to rounding.
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O-l 0- 18
t
- III.: CONSOLIDATED NUCT.MR DECOMMISSIONING ' FUND.
Tables-12= and!13 illustrate the consolidated nuclear decommis-0: '
- sioning fund b.1 nce : for all Co-owners-. of .vEGP Units-1 and.2, respectively.
i
~
,As: evidenced - by Tables 12 and 13, the; VEGP Funding - Plan .
. described herein provides reasonable assurance that funds will be
, 'available to decommission ~each of the'VEGP' units on the current:
- O-L ; expiration date of each unit's operating-license-in an amount at .
m least" equal to the minimum amount specified in section 50.75(c) of. !
1 O
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O-1 0 19 l
Q' W TABLE 12 CONSOLIDATED NUCLEAR DECOMMISSIONING FUND VOGTLE ELECTRIC GENERATING PLANT UNIT 1 ($000) ,
j
' End of Year Fund Balances Calend a r ---------- ---------- -------- -- ---------- ------- --- NRC Rule
- Year . GPC' OPC- MEAG Dalton Total Minimum
~<
1= 1990 1,956 3,527 3,310 685- 9,479 i 1991 3,640 ' 4,591 4,318 740 13,289
{1 :1992 = 5.441 5,740 5.395 -800 17,377 ;
'1993 7,368 6,981 ' 6,549 864 21,761
'1994 9,428 8,322 7,783 933 26,464 5 j":. 1995 :11,631 9,769 9,103 1,007 31.510 1996 14,442 11,333 10,516 1,088 37,378 2 1997 17,448 13,021 12.027 1,175 43,671 [
1998- 20,664 ' 14,845- 13,645 1,269 50,422 1999 24,102 ' 16,814 15,375 1,370 57,662 17,227 1,480 65,428' l i 2000 27,780 18,941 2001' T 31,763 -' 21,238 .'19,209 -1,598 73,807 ,
l-E 2002 36,171 23,719 : 21,329 1,726 82,945 ,
2003 '40,885 26,398. 23,597 1,864 92,745 2,013 103,257 it 2004- 45,928- 29,292 - -26,025 -
,, . 2005 51,320 32,417 28,622 2,174 114,534 3.' 2006 57,088 35,792 31,401 2,348 126,629
'2007 63,256 - 39,437 34,375 2,536 139,604 !
2008- -69,853 43,374 37,556 2,739 153,523 q
.2009 76,908 - 47,626 '40,961 2,058 160,454 l .l'
- 2010: 84,454 : 52,218. 44,604 3,195 184,471 2011 92,524 57,177 48,501 3,451 201,654
- O ~
g 2012 101,156 62,533 52,672 3,727 220,087 2013 110,387 - 68,318- 57,135 4,025 239,864 2014- :120,259 74,565 61,909 4,347 261,080 1 '
'i 2015 - 130,818 81.312 67,019 '4,694 283,843 '
- 2016 142,110 88,599 72,486 5,070 308,265-2017 ' 154,188 96,469 .78,335 5,476 334,467
- .R 2018 167,104 104,968 84,594 5,914 - 362,580 2019 180,919 114,147 91,291 6,387- 392,744
- ,2020 195,693 -124,061 98,457 6,898 425.109
, . . 2021 211,495 134,768 106,125 7,450 459,836 7 7 2022- 228,394 - 146,331 114,329- 8,045 497,099 2023 :
246,468- 158,819 123,107 8,689 537,084 2024 265,799 172,307 132,500 9,384 579,990 2025 286,472 186,873 142,551 10,135 626,031 2026 308,583 202,605 153,305 10,946 675,438 g 2027 309,618 203,314 153,793 10,984 l 677,710 l l 677,502 l Note: Results reflect fund earnings and contributions thru January 16,2027 Amounts for Dalton reflect the estimated value of the bonds at year-end.
- - Amounts may not reconcile due to roundin0. Filename
- V1NRC 6/26/90 c.
20
TABLE 13 ' )
j CONSOLIDATED NUCLEAR DECOMMISSIONIN3 FUND VOGTLE ELECTRIC CENERATIND PLANT UNIT 2 ($000) =
+
End of Year Fund Balances - ,
Calenda r . .. . . . .- . . . . .. . .. . . - . .. .. . .. .. . . . . . . ... . . . . . . . -- . .
NRC Rule ,
y Year GPC OPC MEAG Dalton : Total Minimum . l J ........... .......... .......... .......... .......... .......... ..~......
1990 '2,'4 83 1,770 1,860 643 6,756 1991. 4,192' . 2,761 2,816 694 10,464 1992' 6,021 3,832 3,838. 750 14.442 4,989 4,933 810 18,708 D 1993 7,976 =
-1994 -10,068 6,238 ' 6,103 875 23,284 1995 12,304 7,588 7,356 945 28,193 1996 15,051- 9,045 8,697 1,020' 33,812 1997= . 17,988- 10,619 10,131 1,102 39,839' ;
m 1998 21,130 ' 12.318 11,665 1,190 46,303 -
1999: 24,490 14,154- 13,307 1,285 53,236 s
-2000' 28,083 16,136- 15,064 1,388 60,672 2001- 31,926 18,277 16,944 1,499 68,647 2002 36,036 20,589 .18,956- 1,619 77,201 2003 40,432 23,087 21,108 1,749 86,376 '
g.
I# 2004 45,134 25,784 ' 23,412 1,889 ' 96,218 2005~ . 50,162 28,697: 25,876 2,040 106.774 12006- 55,540 J 31,843 28,513 2,203 118,098 -7 2007.. 61,291 35,240 31,334 2,379 130,244
=2008 '67,442 ' 38,910 34,353 2,570 143,274-42,872 37,583 2,775 157,251 -I
]e .2009 474,021 2010: - 81,057 47,152 41,039 2.997 172,245 2011 88,582 51,775 44,738 3,237 188,331 2012- 96,629 56,767 48,635 3,496 - 205,587 2013 105,236 .62,158 52,929- 3,776 224,099
.2014 114,442 '67,981 ' 57,459 4,078 243,960 y' +
- .2015 124,287. 74,270 -62,307 4,404 265,267 2016 134,816' 81,061 67.494 4,756 288,128-f 2017
>2018 146,077 158,121 88,396 96,318 73,044 '
78,982 5,137 5,548 312,654 338,969
', , 2019 171,002 104,874 85,337 5,991 367,204
} 2020' '194,778 114,114 92,136 - 6,471 397,498 2021: 199,511 124,093 99,411 6,988 430,004
'2022 215,269 134,871 107.195 7,547 464,882 2023 232,121 146,511 '115,524 8,151 502,307
- 2024 250,145 159,082 124,436
- 8,803 542,466 ,
b 2025- 269,422 290,038 -
172,658 187,321 133,972 144,176 9,507 10,268 585,560 631,803
,, 2026 2027 312,087 203,157 155,094 11,089 681,427
.2028 335,668 220,26e 166,776 11,977 734,680 ,
2029 338,432 G2,191 168,105 12.082 l 740,810 l l 740,551 l
) Note: Results reflect fund earnings and contributions thru February 9,2029 <
Amounts for Dalton reflect the estimated value of the bonds at year-end.
Amounts may not reconcile due to rounding. Filename: V2NRC 6/26/90 O 21 l
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6 3
'I' t, RB80LUTIONS Pf!
or GBORGIA POWER-CORPORATION a-YY n,,
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Nuclear ~Decommissionina: I g :
! Mr. Warren Y..Jobe,: Executive Vice Pres'ident and Chief I
, y" -Financial-Offiner, recommended that the Board authorize the, officers: of-tho Company'to 1) enter into trust agreements with one or rare - banks for the establishment of external
[h. $> trust' funda as required by the Nuclear Regulatory
, Commission in- connection with the. decommissioning - of nuclear Plants Hatch and Vogtle; 2) enter into investment ;
s <
' management ' agreements with one or more -investment managers !
[, for the management of funds set aside-in the nuclear A ' decommissioning trusts; and 3)= file with. the Nuclear Regulatory Commission, prior to July-26, 1990,-such plans :
and documents as required by -the Commission describing the arrangements' for funding the decommissioning of the units 4
m of Plants Hatch-and Vogtle upon the termination = of J commercial' operation'of these units.
WHEREUPON, On motion, duly made and seconded, the following resolutions were adopted with William P. !
! Copenhaver and Virginia A. Dwyer:
WHEREAS, Georgia Power Company (hereinafter referred ;
} to as the " Company") presently owns a portion of and i operates nuclear. power facilities at Plants Hatch and i
Y Vogtle pursuant to nuclear- f acility operating licenses I issued ~ by the United States Nuclear Regulatory Commission; L and.
7' ..WHEREAS, such operating licenses are exper ted to
. expire beginning in the year 2014, at which time the l
Company desires- to begin . removing the affected nuclear l.' facility: safely from service and reducing - the residual-
- i. radioactivity; to a- level that permits termination of the applicable license (hereinafter referred to as " radioactive
.} ' : decommissioning"); and ,
I' WHEREAS, the Nuclear Regulatory - Commission, pursuant L to the ' Atomic Energy Act of 1954, as amended, and the
- p. _ Energy Reorganization Act of 1974, has promulgated '
i1 Eregulations in Title 10, Chapter I of the Code of Federal l O. Regulations Part 50, with respect to the radioactive L decommissioning of nuclear power facilities; and l;
I WHEREAS, Section 50.75 of Title 10 of the Code of L Federal Regulations requires that a holder of, or an v applicant ' f or, a license to operate a nuclear power 4 d' facility provide assurance that funds will be available wheni ' needed for certain radioactive decommissioning activities;'.and'
- WHEREAS, the Company, as a co-licensee of nuclear power units at. Plants Hatch and Vogtle, is subject to such (M regulations governing the funding of radioactive t decommissioning costs; and 1;
6-4 x , ___.-__..___.._____--___________________---________--_______J
/,y L 2-4 WHEREAS, _ the Company ' has elected = to - use a trust! fund
, to provida -its portion of the - radioactive decommissioning costs . attributable to its ownership interests . in Plants Hatch " and- Vogtle, and such other nuclear power facilities in which the company may acquire an ownership interest in-e the future; and O WHEREAS, the Company intends to fund and maintain in -
trust that portion of the funding requirements established by the Nuclear Regulatory Commission and the Georgia Public-Service Commission for the radioactive decommissioning of
~
its nuclear power facilities; and k WHEREAS,- the Company intends to utilize - a different funding arrangement, such as an internal reserve ; fund, for funding the non-radioactive ' portion of the decommissioning, costs-of the Company's nuclear power facilities; and
-s WHEREAS, the Company ' intends to establish a qualified -
O master trust- to hold deductible- contributions made and
-invested . pursuant to Section 468A of. the Internal = Revenue Code,of 1986, as; amended,'and a second non-qualified master trust' to : hold .additio'nal contributions required _or permitted by the Nuclear Regulatory Commission that are not deductible-pursuant to Section 468A of the Internal-Revenue O ,
Code of 1986; and
- WHEREAS, the Board _of Directors of the Company desires to -authorize _ the appropriate officers of the company to en,er into' trust - agreements with one or more commercial banks- for the establishment of the ' trust funds described 0 -above;-and WHEREAS, the Board of Directors of the Company desires
- to ' authorize the . appropriate officers of the company to enter _ into such' investment management' agreements with one or more investment managers selected by'the Company-for.the O management of assets' held in such trust funds;'and
-WHEREAS, the Poard of Directors of the Company desires to authorize the appropriate officers of the Company to cause such contributions as may be required or permitted by
-the Nuclear Regulatory Commission to be made to the trust 0: funds from time to time in accordance with the applicable radioactive decommissioning plan; and
-WHEREAS, the Board of Directors of the Company desires
- to authorize the appropriate officers of the company to file . with the Nuclear Regulatory Commission, prior to July
_O 26, 1990, such plans and other documents, as required by the Nuclear Regulatory Commission, describing the arrangement for funding the radioactive decommissioning
_io
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. _ . _ - . -- m ___-__,._._._,_____________a_______,
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% costs o f' 'the company's nuclear facilities upon the itermination of the applicable operating license.
- NOW, THEREFORE, IT IS:
RESOLVED: That the appropriate officers of-the Company are hereby authorized to establish trust funds, or such other funding methods acceptable to the ' Nuclear
, Regulatory Commission, for providing financial assurance of the availability of funds:for the payment of its portion of
, the . radioactive decommissioning -costs associated with any unit of a nuclear power facility in which the Company may l have an ownership interest = ar 1 be licensed: to operate by. 1
'the Nuclear Regulatory-Commission; and -
Y RESOLVED = FURTHER: . That the appropriate officers of the company are hereby" authorized.to enter into one or more 4 qualified and non-qualified master trust - agreements with one or more commercial banks for the establishment of trust J funds to hold: contributions-for radioactive. decommissioning.
k L' .of the company's-nuclear power. facilities; and L
4 RESOLVED FURTHER: That the appropriate officers of the company are hereby authorized to enter into such ,
investment management agreements . with one or more h,, inve'stment managers ' selected by the company for the L investment of the~ trust funds described above; and
[ ' RESOLVED FURTHER: That the - appropriate officers of L
the - Company are hereby authorized .t o cause such.
c ~ contributions to be made to the trust: funds from time ' to -
h time'as may be required or- permitted by the Nuclear s Regulatory Commission to fund the radioactive F decommissioning costs of the Company's nuclear power .
. facilities; and o'P . RESOLVED FURTHER: That the appropriate officers of the Company are hereby authorized to file with the Nuclear L ' Regulatory Commission, prior to July 26, 1990,- such plans !
.and other documents, as may be requ4 red by the Nuclear
' Regulatory Commission, describing the arrangements for-h funding the radioactive decommissioning of the Company's nuclear power facilities upon the termination of the j
,1 applicable operating license; and w ,
'L RESOLVED FURTHER: That the appropriate officers of the company may approve such changes, amendments, or modifications to the trust agreements and radioactive decommissioning plans as may be necessary, proper, or
,h, : desirable in order to ensure that the trust funds and radioactive decommissioning plans remain in compliance with any applicable law, order or regulation issued by the ,
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Nuclear Regulatory. _ Commission or the' Internal' - Revenue
' Service; and-RESOLVED FURTHER: That' the appropriate officers of '
the Company be, and = each of them hereby is, authorized 1and directed to take all- actions necessary or desirable to carry out'the. intent and purposes of the foregoing
. , resolutions'L with _ respect to the funding of radioactive decommissioning costs, including but not limited . to, executing: and. . delivering all instruments, m a k i n g ~ a l l
radioactive- decommissioning analyses or studies, making all elections, and . making: all information required available to the Nuclear Regulatory Commission or the Internal - Revenue Service.
......................................... 3 The undersigned officer of Georgia Power Company does
-hereby certify that the foregoing is a true and' correct copy-of resolutions duly and regularly adopted at meetings
- of the Board of Directors of Georgia Power- Company, duly held on January 1 7 ,- 1990, at which a
- quorum. = was in attendance"and voting <throughout, and that said resolutions-have_not since been rescinded but are still in full force and=effect.
Dated June-'25,1 1990 3
- At.Pvtu l' / c 4, Assistant-Secretary G
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QUALIFIED MASTER TRUST AGREEMENT FOR THE:
- DECOMMISSIONING-OF NUCLEAR PLANTS
. t BETWEEN i GEORGIA POWER COMPANY-4-
M BANK SOUTH, N.A., AS TRUSTER
- 4
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Effactive January 1, 1989; mm O
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t 9 -m TapLE or coNTEurs ARTICLE I TITLE - PURPOSE -: POLICY - BFFECT
'1.1 Name'of Trust 3
-1.2 Definitions 3-y '
- 1. 3 ' Purpose- 5 '
1.4 Effect .
6 1.5 Domestic Trust 6 t
- g' 1.6 Trustee Not' Responsible _ for Enforcing' Contributions or for' Sufficiency 6 Ai >
k ' ' ARTICLE II
- N ' PARTICIPATION 2.1 Eligibility. 7
'2.2 Equitable-Shares 7 2.3 Valuations 7
3 "
ARTICLE III ,
PAYMENT OF DECOMMISSIONING 3.1 Payment.for Decommissioning Activities 8
'S
'3.2, Payments Pursuant to_NRC Direction. 8 *
- 3.3- Responsibility for Decommissioning- 8 3.4 ~ Reversion of
- Company 1 Contributions 9 3.5 Effect of Disqualification 97 .
3.6 Payment or Reimbursement of -
-. Administrative Expenses'. 9 3.7 _ Prohibition Against Assigtunent or Alienation 10 7
ARTICLE IV INVESTMENT OF TRUST ASSETS
?m '
4 .1 - Asset Managers . 11.
< 4 ^. 2 ' Investment Discretion 11 i* 4.3' Limitations on Investment Discretion 11-12 j -4.4' Responsibility for Diversification x '
4 ,
o 4
- This Table of Contents is for the convenience of 3 the. parties only -and is not a part of the attached Master Trust Agreement.
l Ci* , . ,
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> ARTICLE V F;" ,
RESPONSIBILITY FOR DIRECTED FUNDS Responsibility _for Selection of Agente '13~
5 .'1' pn 5.2: Trustee < Hot Responsible fori
' Investments'in Directed Funds 13<
Investment Vehicles- 13>
5.3i 13'
. 5.4 Reliance on Asset Manager 5.5'- Merger of Funds- . .
14 5.6 Notification of Company in Event of1 Breach 1 44 5.7 Definition of Knowledge- 14' Dp , -Duty to Enforce Claims 15 5.8 5;9. Restrictions on Transfer 15 s ,
(f j .
ARTICLE VI p _ POWERS OF' ASSET MANAGERS
^
6.1 -General Powers 16' 6.2 Additional" Powers of Trustee 17 e
Bi- ARTICLE VII
< RECORDS AND ACCOUNTS OF TRUSTEE 7.1 ' Records 19-7.2- Annual-Account 19-9 :7.3 Account Stated 19 8 7.4 Judicial Accountings 19
.7.5 Necessary' Parties .
19-7.6 Respe,nsibility for Notices and Filings.with-19, the, NRC and the' Internal Revenue 5 Service-DL ARTICLE'VIII CONPENSATION, TAXES, AND EXPENSES
.8.1 Compensation and Expenses 20 7 '20 8.2 Taxes 8.3 Allocation 20 9
ARTICLE IX
. RESIGNATION OR REMOVAL OF TRUSTEE 9.1 Resignation or Removal 21 9- 9.2 Designation'of Successor Trustee- 21 9.3 Reserve for Expenses 21 g .-
11 i
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'h ARTICLE E
/ WITHDRAWAL OF PARTICIPATING PIANS
- 0. 10 1 Event of withdrawal 22
' 10.2 -Disqualification ,
22 10.3 Approval of Appropriate Agencies. -22 ARTICLE XI Q AMENDMENT OR TERMINATION
-# 1 l
C .11.1- Amendment 23 11.2 Termination .
23 11.3 Trustee's Authority to' Survive Termination 23 0 ARTICLE.XII
.'~
r AUTHORITIES-12.1- 24 4
Company .
12.2 Investment-Manager 24
.0: '
12.3 Form of Communications. 24 12.4 Continuation of Authority 24 12.5, No Obligation to Act on Unsatisfactory Notice 24
,3; ARTICLE XIII
_OL GENERAL PROVISIONS
'W 13.1: Governing Law 25-N* 13.2 Entire Agreement. 25 13.3 Reliance:on Experts 25
. 13.4 Successor to the Trustee 25:
00 13.5 Notices- .
25 5
4 13.6 No Naiver;. Reservation of- Rights 25 13.7 Descriptive Headings 26
, ARTICLE XIV
~Of UNDERTAKING BY COMPANY
-; 14.1 Undertaking 27
-(- 'd..
14'.2 Limitation on Undertaking 27-
,na y ,
0; ARTICLE XV
'74 SECURITIES LENDING UNDERTAKING
^ '
-15.1 Undertaking 28 3 ,,
15.2 Trustee's Rights 28 g; .
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ottat IPIED $8_ HETER TRUST AGREElf1Et8T:
This Trusti Agreement is hereby entered .into this _ lith
,1 1990, of fective - as of January 1,1989, by and
' day of March
- between Georgia Power Company,.:a corporation organized and existing;
.under. then laws of the State : of Georgia, and- Bank South, N. A. , a ~
national banking association, having trust powers, as: Trustee.-
I M I:2 H E & E R 2 Hi WHEREAS, Georgia Power Company (hereinafter referred to as the " company") presently owns a portion of and operates nuclear
- power f acilities at ' Plant Hatch and Plant Vogthei pursuant to-nuclear facility operating licenses issued- by the U.S. Nuclear-Regulatory Commission; and WHEREAS, 'such operating licenses are expected; to expire beginning in the year 2014, at which time the Company desires to -
' begin removing the affected nuclear facilities safely from service 1 and reducing the residual radioactivity to a level that; permits W "
termination of the applicable license; and i WHEREAS, the Nuclear Regulatory Commission, pursuant to.
the Atomic _ Energy . Act of- 1954, as amended, and tho' Energy
-Reorganization! Act of 1974, has promulgated regulations in. Title 10', Chapter. I of the Code of Federal Regulations, Part 50, with
~3 . respect to :the radioactive decommissioning of nuclear: power facilities;-and
.WHEREAS, Section 50.75 of Title 10 of the Code of Federal Regulations requires that a holder of, or an , applicant for, a license to operate a nuclear power f acility provide assurance that func's_ will be available when needed - for required radioactive decevaissioning activities; and WHEREAS, the Company, as a co-licensee of nuclear power units .at Plant Hatch and Plant Vogtle, is ' subject to - such regulations governing the funding of radioactive deconnaissioning S costs;:and WHEREAS, the Company has elected to use a trust fund to-provide its- portion of the radioactive decommiesioning . costs -.
attributable to its ownership interests in Plant Hatch and Plant Vogtle, as identified in Exhibit A attached hereto and incorporated S herein by reference, and such other nuclear power facilities whose radioactive decommissioning costs are eligible for funding herein;
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WHERRAS, the Company intends to fund and maintain in trust at! least -its- portion of- the minimum -funding requirements established; by the-.- Nuclear - Regulatory Commission for the
- radioactive 1 decommissioning of its nuclear power facilities; and D
WHEREAS,3 the Company cintends' that only its radioactive.:
decommissioningi costs that may be. funded through deductible contributions made and inve'sted pursuant to Section' 468A of - the Internal Revenue Code of 1986, as amended,-shall be held under the terms and provisions of the Qualified Master Decommissioning Trust, p' and :that= any- radioactive decommissioning costs required or permitted by the Nuclear. Regulatory Commission not funded herein shall-beLfunded through,a separate trust established exclusively..
for such purpose; and'
'WHEREAS, Bank South, N.A.-is--willing to act as Trustee:of' p the Qualified Master Decommissioning Trust-upon'all of the teras and conditions set forth herein.
NOW, THEREFORE,- the Board of Directors of Georgia Power Company and Bank South, M.A., as Trustee,._ declare and agree that Bank South, N.A.J shall receive, hold, and administer all suas of p .- money and such other property acceptable to Bank South, N.A.,.as-shall from timeJto time be contributed,-paid, or delivered to it hereunder, IN TRUST, upon 'the ; terms and conditions as' set forth herein.
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j ARTICLB I Title - Purcose - Policy - Effect W l . l '. -Name of Trust. The qualified. master decommissioning trust ~ established hereunder shall be- known as the Qualified Master Trust' for the- Decommissioning of Nuclear Plants and'is sometimes .
hereinafter referred to as the " Trust" or-as the ' Qualified Master
, Decommissioning Trust."
9: -1.2. Definitions. Where used in this Trust Agreement, unless
.the context otherwise requires or unless otherwise expressly ~
_provided: '
(a) " Account Party
- shall mean an of ficer of the Company designated to represent the Company for this purpose and.any.
O,e Person to whom the Trustee shall. be instructed by the Company
- to deliver its annual- account under Section 7.2.
(b) " Accounting Period" shall mean either the twelve (12) consecutive' month period coincident . with the calendar year or the shorter period in' any year in' which the Trustee Os accepts appointment' as Trustee hereunder'or ceases to -act as Trustee for any_ reason.
(c) " Asset Manager" shall mean the Trustee (other than for purposes of Article V) or Investment Manager, individually or collectively as the context shall require, with respect to
& those assets 1 held in an Investment ' Account over which it
' exercises, or to the : extent it is authorized. to exercise discretionary-investment authority or control.
(d) ' Bank Business Day" shall mean a day on which the.
Trustee is open for business.
4 (e) " Board of Directors" shall mean the- Board of Directors of the Company.
(f) " Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and regulations. issued Oi thereunder.
i (g) " Company" shall mean Georgia Power Company, or- any successor.thereto.
(h) " Decommission" shall mean- to remove a nuclear power OJ' facility safely from service and reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of an NRC operating license.
q:
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- - - . . . -l-..---'.--.. . . . . . . . .
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- (1)! *Deccomissioning 1 Costs
- shall mean the Company'st c - proportionate share ' of 1 the direct and indirect ; expenses-arising from: or: relating to the . Decommissioning of .a:
- Participating Unit that;are deductible under the Code, without
-x regard to Section 2808 of"the Code.
(j): ? Directed Fund" shall mean any Investment Account,
' or part thereof,1 subject to the discretionary management and - -
control of any Investment Manager.
(k)! " Discretionary. Fund" shall mean- any Investment
- Account, . or part - thereof, subject to the discretionary.-
management and' control of the Trustee.
- - . (1)' " Equitable Share" shall mean theLinterest of any-
. Participating l Unit. -in any Investment Account.
~
(m) . " Investment Account" shall mean each pool ~of assets in the Qualified- Master Decomunissioningl Trust in which one or '
more Participating Units- has an interest- during an Accountingj Period.
(n) " Investment Manager
- shall mean a bank or investment adviser who is registered as: an investment adviser under the Investment Advisers Act of 1940.
(o) " Investment vehicle" shall mean any. conson, collective, or- conuningled1 trust,. investment company,,
corporation- functioning Jasnan > investment intermediary,- or other entity or arrangement-to which,s or, pursuant to which, .
assets;of, the: Qualified ~ Master Decommissioning: Trust = may be transferred or -in which the Qualified Master Decomunissioning Trust has:an interest, beneficial or otherwise.
"NRC" shall mean the- U.S. , : Nu:: lear Regulatory _
~ (p)
Commission,. an agency of the U;S. Government, or any successor thereto.
(q) " Participating Unit" shall mean any unit of a nuclear. power. facility-in which the Company has an ownership.
-)
' interest. The Participating Units as of January 1, - 1990 are-identified in Exhibit A attached ' hereto and incorporated-herein by reference.-
1 (r) ' Person
- shall- mean the NRC, natural person, trust, estate, corporation of any kind or purpose, mutual company, J joint-stock company, unincorporated organization, committee,
- board, J fiduciary, . or representative capacity, as . the context may require.
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^ (s)' PQualified Master Deccanissioning Fund" shall mean
'alla cash-and other property contributed, paid, or delivered to the Trustee hereunder,:all'investaents'made therewith-and-
~
proceeds thereof. and all earnings and profits o thereon,;1ess-(); + payments, transfers, or other distributions which, at the time of- reference,- shall have :beeni made by! the Trustee',
as; authorised herein'. The Qualified Master Decommissioning Fund shall. include all evidences of ; ownership, -interestj or participation in an-Investment vehicle,1but shall not, solely by : reason of the Qualified Master Decommissioning Fund's.
9 investment therein, be deemed to include' any assets of such Investment Vehicle.
(t)
- Qualified Master Decommissioning Trust' shall mean 4 the Qualified Master Trust for the Decommissioning of Nuclear -
Plants..-
g.'
4 (u) " Trust Agreement" shall mean all of the provisions of this instrument and' of all other ' instruments amendatory hereof.
(v) " Trustee" shall mean Bank South, M.A., and its 9l, successors and assigns,: including _any bank or trust company
- into . which it may hereafter be -. merged or consolidated.
" Trustee" shall also mean any successor Trustee subsequently-appointed pursuant:to Section 9.2 herein.
(w) " valuation Date" shall mean the last day of eachi 9 calendar month.
g The: plural of. any term shall have a meaning corresponding to the.
singular'thereof as so defined and any neuter pronoun used herein shall sinclude the masculine or - feminine, as the context may.
- require.
J .
1.3.. Purpose. The Qualified Master Decommissioning Trust is hereby: established ~ to fund- the Decommissioning Costs of the ~
Participating Units to the: extent thatlthe contributionsito fund E such' costs are; deductible under section 468A of the Code. Except as-otherwise may be permitted by law.and the terms of the Qualified el Master Decommissioning Trust, at no time prior to the satisfaction X*> of ' = all' . liabilities with respect to .' the Decommissioning of a Participating ' Unit shall' any - part of the: Equitable Share of such Participating Unit in' the Qualified Master : Decommissioning Trust
, be = Lused - for, or diverted to, any purposes other than such
-M4 , Decommissioning costs, and for defraying administrative costs and
$!: other incidental expenses of the Qualified-Master Decommissioning
} Trust.:
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V 1.4. Riiera. . All Persons at . any - time interested in any Participating-Unit shall-be bound by the provisione'of this Trust.
Agreement and, in the ' event - of ;any conflict between this Trust
" Agreement and, the provisions of any license granted by a- federal d~
4 i agency, or any law, order or regulation governing a Participating L Unit, the provisions . of this Trust ' Agreement - shall not co tM, except to the extent necessary to carry out the intent andepose. !
of the Qualified Master .Decomunissioning Trust. l I
1.5. Domestic - Trust. The Qualified Master - DeconstisaicaP;>g Di Trust shall at all times be maintained as a domestic truat in th&
United States. .t
,1.6. Trus. tee Not Resoonsible i for Enforcino Contributiena or-for sufficiency. The Trustee shall have no responsibility-(a)Lior enforcing- payment- of. any contribution for the Decommissioning of ~
9: any Participating Unit' or for the timing or amount thereof, (b). for H the adequacy of . the Qualified Master Decommissioning Fund or: the = i funding. standards. adopted by the Company to meet or discharge any
, liabilities for the Decommissioning of a Participating Unit,~ or (c) . j for the satisfaction- by 3the; Company? of- the minimum . funding: ;
. , _ standards established - by the NRC for the Decommissioning of a, l 9- -Participating Unit.
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u ARTICLE:II Particination 2.1.<E11albility. The Decommissioning of any Participating:
Unit may be funded, in whole or- 1n part, through the Qualifled--
Master Decommissioning Trust to tho ' extent the contributions to
' fund' the Decommissioning for suct Participating Unit (a)are requiredvor permitted under any statute, regalations or- order issued by the NRC and (b) are deductible under.Section 468A of the d. .
p _- q Code. '
2.2. Eauitable Shares. The Trustee shall maintain a separate trust reflecting the Equitable Share of eachEach Participating Unit, Equitable lShara or. part thereof, in each Investment Account. -l ofleach Participating Unit-in each Investwnt Account shall consist j f of r separate - accounts maintained solely to fund Decommissioning -
6" Costs and the administrative costs and other -incidentalThe expenses Company of the Equitable Share ~ of each Participating Unit. ,
j shall provide.the Trustee with current information An in order Invest.nentthat ';
the Trustee may determine _ such Equitable Shares.
Account may be divided into one or more sub-funds or accounts or i D"t - described in a dif ferent ' manner . on any - books kept or records
+ rendered by the Trustee without in any way affecting the duties or ,
i responsibilities of the Trustee under the provisions of this Trust' Agreement.
p t" ' '2.3. valuations. The Trustee shall determine the _value of the
' assets' of the Qual'.fied' Master - Decommissioning Fund as of each Valuation Date and shall in the normal course issue monthly reports .j to . the Company wi' hin' twenty (20) __ days af ter each Valuation Date
. indicating the valae of the assets of the Equitable Share allocated to each Participating Unit. The Company shall . separately identify -
to the Trustee at the time' of contribution to the Qualified-Master 1
D ,'
. Decommissioning Fund any amounts- to be allocated to the' Equitable Share of each Participating Unit. Assets will be valued ~ at their market values at the close of business on the valuation Date, or, o in the > absence of readily ascertainable market ~ values, at such values as the Trustee shall determine in accordance with methods pV consistently followed and uniformly applied. Anything in this Trust Agreement to the cont.rary notwithstanding, with respect to "
assets constituting part of a Directed Fund or assets included at the request of the Ccapany as hereinabove provided, the Trustee may rely - for. all purposes of this Trust Agreement on the latest valuation and transaction information submitted to it by the Person responsible for the investment of assets even if such information D~
predates the Valuation Date. The Company will cause such Person to provide the Trustee with all information needed by the Trustee-
- to discharge its obligations to value such assets and to account under this Trust Agreement.
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\
e ARTICLE III f
1, W islatration of bacc---isalonina P h f
'OL 3.1. Pavaant for h -lasionina Activities. The Trustee i shall make all payments to the Cospany for Decossaissioning of a i Participating Unit from the Equitaboe Share of such Participating l Unit upon presentation to the Trustee of the following !
- (a) One certificate duly executed by the - Secretary of the i 10 . Company attesting to the occurrence of the events with i respect to a Participating Unit, and in the form set forth in the specimen- Certificate attached' hereto as ,
Exhibit 3 and incorporated herein by reference; and '
- O (b) A certificate for each request for payment or l reimbursement from the Equitable Share of a Participating i Unit in the form set forth in the specimen certificate i j attached herr o.as, Exhibit C and incorporated herein by i y reference, and attesting to the following conditions with - i respect to such Participating Unit !
LO (1) that Decommissioning is proceeding pursuant to a plan established ~in accordance with NRC regulations; I and i (2) that the funds withdrawn will be expended for activities undertaken pursuant to such 4 O. Decommissioning plan. ,
. 3.2. Payments Pursuant to NRC Direction. In the event of the Company's default or inability to direct Decommissioning activities '
with respect - to a Participating Unit, the Trustee shall make payments from the Equitable Share of such Participating Unit as the t O NRC shall direct, an writing, to provide for the payment of the costs of required activities covered by the Qualified Master l Decommissioning Trust. Under such circumstances, the Trustee shall
. reimburse the Company, or such other Persons as specified by the '
' NRC, from such Equitab.e Share for expenditures for requ.tred
.O.
activities. in such amounts as the *iRC specifies in writing. In addition, the Trustee shall refund to the company such amounts as the NRC specifies in writing. Upon any payment or reimbursement ,
- made pursuant to this section 3.2, the funds distributed from the Equitable-Share of a Participating Unit shall no longer constitute part of the Qualified Mastr.: Decometissioning Pund. +
l O :- 3.3. ne.nonsibility for neec - issionina. The Truste shall not be responsible for the Decomunissioning of any Participating i'
- i. Units, nor for the application of the assets held in the Equitable Share of a Participating Unit and distributed to the Company for the pa at of liabilities and expenses in the Decommissioning of ,
a Part cipating Unit. In the event it shall become necessary for l 8
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LOL W- , - - - ,+.#, ,.,,_,.m.,,-_mo.m..c _ _ _ _ _ _ _ , _ _ _ _ , _ _ _ _ _ _ _ , ,
4 I
the NRC to undertake any _ rights or obligations of the Company f pursuant to section 3.2 above, the Trustee shall not be liable with !
respect to any act or omission to act by it made in good faith at the direction of the NRC.
)
3.4. Reversion of ca=mnv contributions. Subject to-Section [
1.3 of this Trest Agreement, at the direction of the company, contributions to the squitable Share of a Participating Unit under '
the Qualified Master Dacomunissioning Trust may revert to the i company under the following circumstances: '
(a) If any contribution is determined by the company or the l Internal Revenue Service to be nondeductible under section 468A of the code, then such contribution, to the ;
extent that it is determined to be nondeductible, and any r earnings. thereon, may be returned to the Company within i a reasonable time after such determination, or !
transferred by the Trustee to the trustee of a separate '
i trust adopted by the company to hold contributions
! reguired by the NRC that are not deductible under Section j 46sA of the Code. .
(b) If any contribution is made by the company by reason of !
a . mistake of law or fact, such contribution, and any
, t
!- earnings thereon, may be returned to the Company within L a reasonable time after discovery of such mistake of law !
- or fact, or transferred by the Trustee to the trustee of L a separate trust adopted by the Company to hold '
/
n contributions required by the NRC that are not deductible under Section 468A of the Code.
3.5. Ef fect of Disaualification. If all or any portion of !
the Equitable Share of a Participating Unit shall be disqualified +
L under Section 468A of the Code by the Internal Revenue Service, the *
,) portion of the Qualified Master Decommission Trust that is required
- to be included -in the income of the company for federal tax L purposes may be transferred by the Trustee to the trunee of the entitable share of such Participating Unit under the separate trust ac opted by the Company to hold contributions require ( by the NRC that. are not deductibh under Section 468A of the Code. In the
)- alternative, with the app
- oval of the Internal Revenue Service, '
that portion of the Qualafled Master Decommissioning Trust that is not disqualified ary be transferred by the Trustee to the trustee of . a separate trust adopted by the company solely to fund Deconstissioning Costs.
) 3.6. Pavnent or Re t=hursement of Administrative Jxpansas. On i the direction of the Company, the Trustee shall pay monies from the separate accounts of the Equitable Shares of the Participating '
Units to pay the reasonable administrative costs and other incidental expenses of the Qualified Master Deconnaissioning Trust.
Such administrative costs or incidental expenses shall include, but
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not be limited te, fees arising'from the company's employment of accountants, legal counsel who may be of counsel to the Company, other specialists, and other Persons as the company deems necessary or desirable in connection with the administration of the Qualified
. Master Decossissioning Trust and the Decommissioning of the Participating Units. The company in its sole discretion may direct c that the Trustee reimburse the Company for such expenses or costs paid . by the Company or directly pay the Persons rendering such administrative services. Any payments or reimbursements made pursuant to this Section 3.6 shall be allocated among the Equitable 1 shares of the Participating Units in the same manner as described Upon any payment or retabursement made in Section 8.3 herein.
pursuant to this Section 3.5, the funds distributed from the Squitable Share of a Participating Unit shall no longer constitute part of the Qualified Master Decommissioning rund. 1
}~ 3.7 Prohibition Anainst Assianment ' or Alienation. Except as provided under this section 3.7 and .Section 10.1 herein, no i portion of the Equitable Share of a Participating Unit shall be f' subject in any manner to anticipation, alienation, sale, transfer, assignment (either at law or in equity), pledge, encumbrance, charge, garnishment,-levy, execution, or other legal or equitable process, and any attempt so to anticipate, . alienate, sell, transfer, assign, pledge, encumber, charge, garnish, levy, execute, i or enforce other legal or equitable process against the same shall be void. In addition, no portion of any such Equitable Share shall L be in any manner subject to the debts, contracts liabilities, 4 1
L engagements, or torts of the company or any gener,al or secured '
creditor of the Company. Notwlthstanding the foregoing, the i
/
expenses for services or materials incurred by any Person in
! connection with the Decommissioning of a Participating Unit and for 4
which a certificate has been submitted by the company to the Trustee pursuant to Section 3.1(b) shall constitute a charge. '
L exclusively on behalf of such Person against the Equitable Share "
)
of such Participating Unit until paid. Such charge shall apply
- only to the lesser of the amount of such certificate or the 7
j remaining assets of such Equitable Share.
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x-ARTICLE IV Inves+= ant of Trust Assets j 4.1. Asset Mana Discretionary authority for the management and contro$ era.o* assets from time to time held in the j Qualified Master Decommissioning Fund may be retained, allocated, !
.or delegated, as the case may be, for one er more purposes, to and !
among the Asset Managers by the company, in its absolute ;
3 discretion. The terms and conditions of appointment and retention of any Asset Manager shall be the responsibility of the company.
The terms and conditions of any allocation to an Asset Manager shall be the responsibility of the Company. The ConMny shall l' promptly notify the Trustee in writing of the apponntment or removal of an Asset Manager. Any notice of appointment pursuant ,
to this section 4.1 shall constitute a representation and warranty :
r) ' that the Asset Manager has been appointed by the Company and that '
any Asset Manager (other than the Trustee and the Company' is an Investment Manager.
4.2. Investment Discretion. The assets .of the Qualified .
Master Decommissioning Trust shall be invested and reinvested, without distinction between principal and income, at such time or times in such investments and pursuant to such investment L strategies or courses of action and in such shares and proportions,- !
l pursuant to the investment guidelines of the Company, as the Asset >
1 Managers in their sole discretion shall deem advlsable. The Asset
-Managers shall discharge their duties under this Trust Agreement l prudence, and diligence t.nder the
- with the care, skill, i circumstances then prevailing that a prudent man acting in a like .
- capacity and familiar with such matters would use in the conduct i j of an enterprise of a like character and with like aims.
y 4.3. Limitations on Investment Discretion. (a) The Asset
! Managers shall be restricted to investing the assets of the L Qualified Master Decommissioning Trust directly in the followingt !
(1) Public debt securities of the United States; i 3 (2) Obligations of a State or local governmental unit that i
are not in default as to principal or interest and on ,
which the interest is exempt from tax under section 103(a) of the code, except obligations of any other owner ,
or operator of a Participating Unit, or any of its ,
affiliates, as defined in the Investment Company Act of g 1940, as amended, unless such obligations are issued by a State government; (3) Time or demand deposits in a bank or an insured credit union of the Federal Credit Union Act, located in the .
United States; or b
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(4) such investaants, other than those stated above, as shall ;
be permitted irom time to time uncor regulations, orders, !
regulatory guides, or other pronnncements issued by the !
MRC and the Internal Revenue Service. >
) (b In addition, the' C ny may further limit, restrict, or impose g)uidelines affecting t e exercise of the discretion herein !
above conferred on any Asset Manager. Any limitations, t restrictions, or guidelines applicable to the Trustee, as Asset Manager, shall be communicated in writing to the Trustee. The ,
[ Trustee shall have no responsibility with respect td the !
formulation of any' funding policy or any investment or !
diversification policies embodied therein. The. Company shall be .
responsible for communicating, and monitoring adherence to, any '
limitations or guidelines imposed on any other Asset' Manager. ;
) 4.4. Responsibility for Diversification. The Trustee shall-not be responsible for determining the diversification policy of the Qualified Master Decommissioning Fund, for monitoring adherence ,
- by the Asset Managers to such policy, and for advising the Asset
- - Managers with respect to limitations on assets contained in the Equitable Share of any Participating rnit or imposed on the Qualified Master Decommissioning Trust by any applicable statute,
. except with respect to any assets cor,prising the Discretionary l Fund. l L
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ARTICLE V
'. f Responsibility for Directed Funds [
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- O' 5.1. Basa>nsibility for selection of Aaents. M 1 transactions i L
of any kind or nature in or from a Directed Fund shall 'be made upon [
' such terms and conditions and from or through such principals and j
- agents as the Asset Manager shall direct. j I 5.2. Trustoe not Responsible for inves*=nts in Directed 3 O EXndi. = The Trustee shall be under no duty or obligation to review l or to question any direction of any Investment Manager, or to ;
[ review securities or any other property held in any Directed Fund l 4
with . respect to prudence .or proper diversification or compliance ,
4 with any limitation on the Asset Manager's authority under the terms of the Qualified Master Decosuaissioning Trust, any agreement 0 entered into between the company and the Asset Manager or imposed .
! by applicable law, or to make any suggestions or recommendations l
'- to the Company or the Asset Manager with respect to the retention l
- or investment of any assets of any Directed Fund, and shall have .
l no authority to take any action or to refrain from taking any l action with respect to any asset of a Directed Fund, unless and
- O until it is directed to do so by the Asset Manager. j 5.3. Investment vehicies. Any Investment Vehicle, or interest ;
l therein, acquired by or transferred to the Trustee upon the !
j directions of the Asset Manager shall be allocated to the I appropriate Directed Fund, and the Trustee's duties and C responsibilities under this Trust Agreement shall not be increased i
- 3. or otherwise affected thereby. The Trustee shall be responsible
- solely for the safekeeping of the evidence of the Qualified Master j Decommissioning Trust's ownership of or interest or participation ,
in such Investment Vehicle.
- O 5.4. meliance on Asset wanaaer. The Trustee shall be required
[ under this Trust Agreement to execute documents, to settle :
r transactions, to take action on behalf of or in the name of the
! Qualified Master Decommissioning Trust and to make and receive ,
, payments on the direction of the Asset Manager. Any direction of '
the Asset Manager shall constitute a certification to the Trustee
- O (a) that the transaction will not violate the prohibitions against l- self-dealing under Sections 468A and 4951 of the Code, (b) that the investment is authorised under the terms of this Trust Agreement and . any other agreement or law affecting the Asset Manager's ;
authority to deal with the Directed Fund, (c) that any contract, agency, joinder, adoption, participation agreement, assignment, or p0,-
5 other document of any kind which the Trustee is required to execute i
e to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its
% counsel, (d) that such instrument or document is in proper form for ,
i execution by the Trustee, and (e) that all other acts to perfect 1 and protect the Qualified Master Decommissioning Trust's rights l 13 i
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4 ave been taken, and the Trustee shall have no duty to make any )
' independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall nat be liable for the default of any Person with respect to any
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investment in a Directed Fund or for the form, validity, aufficiency, or of fact of any document executed by, genuineness,
! delivered to, or held by it for any Directed Fund on account of l such investment, or if, for any reason (other than the gross
! negligence or wilful misconduct of the Trustee) any rights of the
, Qualified Master Decommissioning Trust therein shall lapse or shall -)
become unenforceable or worthless.
I 5.5. Marner of Funds. The Trustee shall not have any
- i. discretionary responsibility or authority to manage or control any 4 asset held in a Directed Fund upon the resignation or removal of I an Asset Manager unless and until it has been notified in writing
)
by' the Company that the Asset Manager's authority has terminated )
and that such Directed' Fund's assets are to be integrated with the 1
( Discretionary Fund. Such notice shall not be deemed effective c until two (2) Bank Business Days af ter it has been received by the "
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Trustee. The Trustee shall not be liable for any losses to the
' Qualified Master Deconnaissionin Fund resulting from (a) the
)
L disposition of any investment ma e by the Asset Manager, (b) the retention of any illiquid or unmarketable investment or any
! investment which is not widely publicly traded, (c) the holding.of l any other investment acquired by the Asset Manager if the Trustee >
i is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or 8 tate k
o 3aw, or if an orderly liquidation of such investment is impractical under -prevailing conditions, (d) failure to comply with any t it. vestment limitations imposed pursuant to Section 4.2 and 4.3, or
[ (ei for any other violation of the terms of this Trust Agreement
- or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund.
O i" 5.ti. Notification of Connany in Event of Breach. If the Trustee has knowledge of a breach committed by an Asset Manager
- . with respect to the duties or responsibilities delegated to an l' Asset Manager under the terms of this Trust Agreement or any other
- agreement af facting the Asset Manager's authority to deal with the
} Directed Fund, it shall notify the Company, and the Company shall
, thereaf ter assume full responsibility to all Persons interested in j the Equitable Share of a Participating Unit to remedy such breach.
L The company shall provide the Trustee with a copy of any agreement j affecting the duties and responsibilities of an Asset Manager under this Trust-Agreement.
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5.7. Definition of Knowledoe. While the trustee will perform certain duties (such as custodial, reporting, recording, valuation, and bookkeeping functions) with respect to Directed Funds, such duties will not involve the exercise of any discretionary authority to manage or control the assets of the Directed Funds and will be 9
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) f the responsibility of officers or other employees of the Trustee }
who are unfamiliar with and have no responsibility for investment i management. Therefore, the company agrees that in the event that l knowledge of the Trustee shall be a prerequisite to laposing a duty !
) upon or to determining liability of the Trustee under this Trust i Agreement or any statute regulating the conduct of the Trustee with :
respect to such Directed Funds or relieving the Company of its ;
undertakings under Section 14.2, ' the Trustee will not be caemed to !
.- have knowledge of, or to have participated in, any act or omission i kJ~ of an Asset Manager involving the investment of assets allocated to the Directed Funds as a result of the receipt and processing of information in the course of performing such duties. l 5.8. Duty to Enforce clan =. Except to the extent that any l 4
law or regulation may provide or require otherwise, the Trustee shall have no duty to commence or maintain any action, suit, or .
legal proceeding on behalf of the Qualified Master Decommissioning i
. Trust on account of or with respect to any investment made in' or
, for a Directed Fund unless the Trustee has been directed to do so -
! by the company or an Investment Manager, and unless the Trustee is ,
! either in possession of funds aufficient for such purpose or unload ;
-it has been indemnified by the company or the Investment Manager, '
to its satisfaction, for counsel fees, costs, and other expenses-
- and liabilities to which it, in its sole judgment, may be subjected F by beginning or maintaining such action, suit, or legal proceeding.
! 5.9. Restrictions on Transfer. Nothing herein shall be deemed !
- to empower any Asset Manager to direct the Trustee to transfer any i asset of a Directed Fund to itself.
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1 ARTICLE VI j Powers of Asset Manaaers
[ 6.1. General Powers. Without.in any way limiting the powers j and discretion conferred upon any Asset Manager by the other l- provisions of this Trust Agreement or by law, each Asset Maager l-shall be vested with the following powers and discretion with L respect to the assets of the Qualified Master Decommissioning Trust L. subject to its management and control, and, upon the directions of
,1f the Asset Manager of a Directed Fund, the Trustee shall enke, L esecute, acknowledge, and deliver any and all documents of transfer p and conveyance and any and all other instruments that may be a
! necessary or appropriate to enable such Asset Manager to carry out ]
such powers and discretion: l k (a) to sell, exchange, convey, transfer, or otherwise L dispose of any property by private contract or at public auction, and no - person dealing with the Asset Manager shall be bound to see' to the application of the purchase money or.
L to inquire into the validity, expediency, or propriety of any such sale or other disposition; (b) to enter into contracts or to make commitments 1 l, either alone or in company with others to sell or acquire j
'- property; ;
(c) to vote upon any bonds, or other securities; to give
.) general or special proxies or powers of attorney with or ,
! without power of substitution; to exercise any conversion '
e privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate . reorganisations or other changes .
af fecting corporate securities and to delegate discretionary
). powers and to pay any assesseants or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to bonds, securities or other property; (d) to purchase units or certificates issued by an (
investment company, pooled trust, or comparable entity;
) ,
(e) to transfer assets of a Discretionary or Directed i Fund to a common, collective, or commingled trust fund ,
. maintained an Asset Manager or an affiliate of an Asset Manager or another trustee who is designated by the Company, . to be held and invested subject to all of the terms
)- and conditions thereof, and such trust shall be deemed adopted as part of the Qualified Master Decommissioning Trust to the extent that assets of the Trust are invested therein; and 16 1 .
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(f) to be reimbursed for the expenses incurred in }
e esercis m any of the foregoing powers or to pay the l reasonable expenses incurred by any agent, manager, or trustee ;
eppointed pursuant thereto. 1 6.2. Additional. Powers of Trustee. In addition, the Trustee ,
, is hereby authorised l 1
l (a) to register any securities held in the Qualified ,
Master Decommissioning Fund in its own name or-in the name of - ;
k' r
a nominee, .to hold any securities in bearer form, and to combine certificates representing such securities with ,
i: certificates of the same issue held by the Trustee in other !
', fiduciary or representative capacitles or as agent for-customers, or to deposit or to arrange for the deposit of such '
t securities ,in any i D when so deposited,such qualified centralmay securities depository be mergedeven and though, held in :
l~ bulk in the name of the nominee of such depository with other- l l securities ' deposited . therein by < other depositors, or to 1 L deposit or arrange-for the deposit of any securities issued ;
L by the United states Government, or any agency or :
". instrumentality thereof, with a Federal Reserve Bank, but the l
- ' books and records of the Trustee shall at all times show that all such investments are part of the Qualified Master j
[ Decommissioning Trust; j l',
n (b
coansel) to employ.euitable agents, depositories, domestic or foreign, and to charge their reasonable and l
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expenses and compensation against the Qualified Master
- i. Decommissioning Fund, and to confer upon any such depository l-the powers conferred upon the Trustas by paragraph (a) of this ,
section 6.2, as well as the power to appoint subagents and ;
depositories, wherever situated, in connection with the :
- retention of securities or other property; .
l p (c) to deposit funds in interest bearing account ,
L deposits maintained by or savings certificates issued by the.
- Trustee, in its separate corporate capacity, or in any other ;
banking institution af filiated with the Trustee; D (d) to cosipromise or otherwise adjust all claims in !
l favor of or against the Qualified Master Decommissioning Fund, 4 subject to the prior written consent of the Company; .
o
!; (e) to make any distribution or transfer of assets k authorised under Article II or Article I in cash or in kind i J: as the Trustee, in its absolute discretion, shall determine and, in furtherance thereof, to value such assets, which >
valuation shall be conclusive and binding on all persons; and 9
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' - ( f )- to hold uninvested cash balances when reasonable and
- necessary, without incurring any liability for the paynt of interest thereon, provided that in no event shall un;,nvested cash balances be held solely for the purpose of awaiting lJ investments (g upon the consent of the company, to temporarily invest unds awaiting investment by an Asset Manager in a
(- separate or cossningled trust fund established by the. Trustee '
for the investment of funds' for Decommissioning Costs and j 3 consisting solely of investments po mitted under section 4.3 of this Trust Agreement; and upon the direction of the Company, to loan o securth) ties to brokers, dealers or other borrowers under such i terms and conditions as the t Trustee, , in its absolute j
discretion,' deems advisable, to secure the sans by accepting (3 as collateral only assets constituting permissible dnvestments l
L
- under Section 4.3 of this Trust Agreement, and during the term ii of any such loan, to ' permit the loaned securities to be ' l l transferred into the name of and voted by the borrowers. or j
! others, and, in connection with' the exercise of the powers <
O hereinabove granted, to hold any property deposited as !
' ' collateral the borrower pursuant to any master loan j
, agreement, an to- retain any such property upon the default of the borrower, and to receive compensation therefor out of
!< any amounts paid by or charged to the account of the borrower.
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ARTICLE VII !
t ameerds and Accounts of Trustee
) 7.1. . .
The Trustee shall keep accurate and detailed i accounts o a investments, receipts, dasbursements, and other '
F transactions in the Qualified Master Decommissioning Fund to fund i
' the decommissioning costs for each Participating Unit, and all accounts, books, and records relating thereto shall be opened to j inspection and audit at all reasonable times during normal business ;
hours by any Person designated by the Company. !
t 7.2. Annual Account. Within sixty (60) days following the close of each Accounting Period, the Trustee shall file with the ;
Account Party in accordance with Section 13.5, .a written account i setting forth the receipts and disbursements of 8 itable Shares
- 1 of each . Participating Unit under the Qua ified Master '
Decommissioning Trust and the investments and other transactions m effected by it upon its own authority pursuant to the directions ;
i of any Person as herein provided during the Accounting Period.
7.3. Account stated. The Company agrees that it will use reasonable efforts to file all objections, if anw to the Trustee's !
l annual account in writing with the Trustee within, ninety (90) days i of the filing of such annual or other account with the Account
( Party. .
i 7.4. Judleial' Accountinas. Nothing herein shall in any way limit the Trustee's right to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such "
other relief as it may deem appropriate.
! 7.5. Necessary Parties. Except to the extent that any law or regulation may provide otherwise, in order to protect the Qualified 4 Master Deconsnissioning Trust from the expense of litigation, no Person other than the Company shall be a necessary party .in any proceeding under Section 7.4, may require the Trustee to account, !
or may institute any other action or proceeding against the Trustee ,
or the Qualified Master Decommissioning Trust.
7.6. Responsibility for Notices and Filinas with the Mac and .
l the Internal Revenue Service. The Trustee shall not be responsible l with respect to any Participating Unit to give or apply for any '
notices, to make any filings, or to maintain any records required by the NRC or the Internal Revenue Service, all of which, for purposes of this Trust Agreement, shall be the responsibility of the company.
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O ARTICLE VIII C==naation. Tares, and Ernansas O s. l. c==nsation and nit :enses. Any expenses incurred by the Trustee in connection with . ts administration of the Equitable Shares of each Participating Unit under the Qualified Master Decommissioning Trust, including, but not limited to, fees for legal services rendered to the Trustee (whether or not rendered in
- connection with 6 judicial or a&sinistrative proceeding), such O compensation to the Trustee as shall be agreed upon from time to time between the Trustee and an officer of the Company, and all
! : other proper charges and disbursements of the Trustee, shall, in the sole discretion of the Company, be paid by the Company or from the Equitable Shares of the Participating Units under t se Qualified Master Decommissioning Trust. The Trustee's entitlement to
-O . reimbursement hereunder shall not be af fected by the resignation or removal of the Trustee or by the termination of an Equitable Share of a Participating Unit under the Qualified Master Decommissioning Trust. The Trustee shall have no lien, security interest or right of set-off whatsoever upon any of the assets of nt of fees O the andQualified expensesMaster for services Decommissioning rendered by orFund for theo paNhe Trustee on behalf under this Trust Agreement without the written consent of the company.
9.2. Ingen. All taxes of any. kind and all kinds whatsoever that may be levied or assessed under existing or future laws, O- domestic or foreign, upon the Qualified Master Decossaissioning
_ Trust or the income thereof, shall be paid from the Equitable Shares of the Participating Units under the Qualified Master Decommissioning Trust, as appropriate.
8.3. Allocation. Any tax or expense paid from en Equitable O Share under the Qualified Master Decommissioning Trust which is s;pecifically allocable to one or more Participating Units shall be e garged against the Equitable Share of such Participating Unit or Units. Any expense that is allocable to all of the Participating Units shall be charged against the appropriate Equitable Shares of all of the Participating Units under the Qualified Master Decossissioning Trust as a whole.
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1 ARTICLE II i Rasiernation or P val of Trustaa h
I 9.1. Resicrnation or Removal . The Trustee may be removed by the Company at any time upon thirty (30) days' notice in writing
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- l. to the Trustee, or upon such losser or. greater notice as the !
li Company and the Trustee may agree. The Trustee may resign at any )
!- time upon thirty (30) days' notice in writing to the company, or .j upon such lesser or greater notice as the Company and the Trustee j
- k. may agree. l L l
- 9.2. Desianation of Successor Trustee. Upon the removal or j
! resignation of the Trustee, the Company shall either appoint a a j successor trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder, and upon acceptance of such a by the successor trustee, the Trustee shall t
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assign,ppointmenttransfer, and pay over the Qualified Master Decommissioning l Trust to such successor trustee, or the Company shall direct the Trustee. to transfer the Qualified Master Decossaissioning Trust ;
directly to the trustee of another trust which is qualified under Section 468A of the Code. Any such assignment or transfer of the
,L Qualified Master Decommissioning Trust shall be effectuated no i later than. the last. day of the month in which the thirty (30) day notice period, as described in Section 9.1, expires. If, for any reason, the Company cannot or does not act promptly to appoint a l successor trustee or direct the transfer of the Qualified Master Decommissioning Trust to another qualified trust in the event of 3 the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to and paid from the ,
Qualified Master Decomunissioning Trust as an expense of '
administration.
9.3. Reserve for Ernenses. The Trustee is authorised to reserve such amount which may reasonably be required for payments j of its fees and expenses in connection with the settlement of its
- account or otherwise, and any balance of such reserve remaining 4 after the payment of such fees and expenses shall be paid over in J accordance with the directions of the company under section 9.2.
The Trustee is authorised to invest such reserves in any investment authorised under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts.
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i P j ARTICLE I l witMeawal of Particinatina finita Event of Withdrawal. Upon receipt of notice from
,L 10.1. 1 I
- the company of the termination
! of a separate trust maintained (including to fund the any partial termination)
Decommissioning Costs l' of a Participating Unit, or of a withdrawal of any Participating i i
Unit, or any. part thereof, from the Qualified Master
') Decommissioning Trust, the Trustee shall segregate the portion of assets of the Qualified Master Decometissioning Fund allocable to the Equitable Share of the Participating Unit, or part thereof, and- subject to Section 1.3 of the Trust Agreement, shall dispose 4 of such assets in accordance.with the directione of the Company.
Such d'spositions - may include, but - shall not be limited to, the transfe.r of all or a portion of such assets-to (a) another funding method considered acceptable by the NRC for providing financial assurance of the availability of funds for Decomunissioning, or (b)
- another funding method for financial assurance maintained by any 1 l successor to the Company incident to the transfer or disposition L by the company of all or a portion of its ownership interest with
) respect to a Participating Unit.
10.2. pisqualification. The Company shall promptly notify the Trustee if any Participating Unit has been or is lLkely to be disqualified under Section 468A of the Code. Upon such. a ,
disqualification, the Equitable Share of such Participating Unit J
) shall be treated as withdrawn and its assets shall be distributed in accordance with the directions of the company, subject to i Sections 1.3 and 3.5 of the Trust Agreement.
, 10.3. Anoroval of Acorocriate Aaencies. The Trustee may, ,
2 in its absolute discretion, condition delivery, transfer, or b distribution of any assets withdrawn from the Qualified Master i
'I Decommissioning Fund under this Article X upon the Trustee's receiving assurances satisfactory to it that the Company has made
[ any notice.or filings which may be required to be given the NRC or ..'
the-Internal Revenue Service. [
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ARTICLE II Amendment or Temination i
)' 11.1. Amendment, subject to section 1.3, the Company reserves the right at any time and from time to time to amend, in whole or in part,. any or all of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trusteer-provided,:however, no amendment which affects the rights, duties, !
or responsibilities of the Trustee may be made without its prior j
} written consent. ;
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," 11.2. Tamination. Subject to Section 1.3, this Trust A'g reement shall teminate when all transfers and payments required !
. gi or permitted to be made by the Trustee under the provisions hereof shall have been made, unless terminated earlier by the Company by
);' written notice to the Trustee. Upon written notice from the
- Company that Decoassissioning is complete, any assets remaining in the Qualified Master Decossaissioning Trust after the payment of all -
Decommissioning Costs, any administrative costs and any other incidental expenses of the Qualified Master Decommissioning Trust shall be returned to the company. e p,
, 11.3. Trustem's Authority to survive Temination. Until
' the final distribution of the Qualified Master Decommissioning L
Fund, the Trustee shall continue to have and may exercise all of :
the powers and discretion conferred upon it by this Tast t
' Agreement. .
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- ARTICLE III l Authorities 12.1. comoanv. Whenever the provisions of this Agreement i specifically require or permit any action to be taken by 'the Company,' such action must be authorised or ratified by the Board ;
! of Directors or. by any designee or cosunittee authorised by the !
! Board of Directors to act on behalf of the company. Any resolution adopted by the Board of Directors or by such authorised designee or committee- or other evidence -of- such authorisation or -;
, ratification shall be certified to the Trustee by the Secretary or !
an Assistant Secretary of the Company under its corporate seal, and i
, 'the Trustee may rol upon any . authorization so certified until revoked or modified a further action of the Board of Directors !
or by such authorized esignee or committee similarly certified to ;
the Trustee. .>
f l 12.2. Investment Manaoer. The Company.shall cause each L Investment Manager to furnish the Trustee from time to time with j the names and si natures of those persons authorized to direct the !
Trustee on its half hereunder.
12.3. Any agreement between the Form of C - unications.
Cocpany and any Person (including an Investment Manager) or any other provision of this Trust Agreement to the contrary j notwithstanding, all- notices, directions, and other communications '
(J to the Trustee shall be in writing or in such other form, including transmission by electronic means through the f acilities of third ,
parties or otherwise, specifically agreed to in writing by the Trustee, and the Trustee shall be fully protected lu acting in accordance therewith.
12.4. continuation of Authoritv. The Trustee shall have r the right to assume, in the absence of written notice to the
[-
- contrary, that no event terminating the authority of any Person, .
- including any Investment Manager, has occurred.
i 12.5. No Oblication to Act on Unsatisfactory Notice. The
(
Trustee shall incur no liability under this Trust Agreement for.any ,
> failure to act pursuant to any notice, direction, or any other communication from any Asset Manager, the Company, or any other Person or the designee of any of them unless and until it shall have received instructions in form satisfactory to it.
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' ARTICLE IIII ;
1 General Provisions
)
k 13.1. Govern 4w Law.. To the extent that state law shall not have been preempted by the ps ovisions of any other law of the )
- United States heretofore or herea fter enacted, this Trust Agreement :
L shall be administered, construed and enforced according to the laws i of the State of Georgia.
]
13.2. Entire Apreamer.t. The Trustee's duti.es . and responsibilities to any Participating Unit or any Person interested -!
therein shall be limited to those specifically set forth in this !
l Trust Agreement, except as may otherwise be provided by applicable :
law. No amendment to any agreement or instrument affacting any ,
Participating Unit or any other document shall enlarge the !
[' Trustee's duties or responsibilities hereunder without its prior written consent.
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i l 13.3. Reliance on Ernerts. The Trustee may consult with -
I experts (who may be experts employed by the company), including -
( legal counsel, appraisers, pricing services, accountants, or
(
t actuaries, selected by it with due care with respect to the meaning and construction of this Trust Agreement or any provision hereof, ,
or concerning its powers and duties hereunder, and shall be
': protected for any action taken or omitted by it on the basis of the opinion of any such expert, to the extent that such action or !
- omission does not constitute negligence or does not violate ';
- applicable law.
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13.4. Successor to the Trustee. Any successor, by merger
. or otherwise, to substantially all of the trust business of the Trustee shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and
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entitled to all the benefits and immunities hereof. 4 l 13.5. Notices. All notices, reports, annual accounts, and p other communications _ to the Company, Investment Manager, or ar.y I other Person shall be deemed to have been duly given if mailed, postage prepaid, or delivered in hand to such Person at its address appearing on the records of the Trustee, which address shall be ,
filed with' the Trustee at the time of the establishment of the
- Qualified' Master Decommissioning Trust and shall be kept current +
thereafter by the Company. All directions, notices, statements, i objections, and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices.
13.6. No Waivers Reservation of Richts,. The rights, remedies, privileges, and immunities expressed herein are cumulative and are not exclusive, and the Trustee and the company ;
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.~and imounities to which it may be entitled under applicable law, i sacept as may be otherwise provided by this Trust Agreement.
1 13.7. Damerintive mandinaa. The captions in this Trust Agreement are solely for convenience of reference and shall not-define or limit the provisions hereof.
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4 ARTIC12 XIV ,
. I Undertaking by company
) 14.1. Undertaki . In consideration of the Trustee I
agreeing to enter into t is Trust Agreement, the Company hereby agrees to hold harmless the Trustee, individually and as trustee, y and its directors, officers, and employees, from and against all I i.
amounts, including without limitation taxes, expenses (including reasonable counsel fees), liabilities, claims, damages, actions, suits, or other charges, incurred by or assessed against it, individually or as trustee, or its directors, officers or J
rL employees, (a) as a direct or indirect result of anything done in
. good f aith, or alleged to have been done, by or on behalf of the Trustee in reliance upon the directions of any Investment Manager, or the - Company, or anything omitted, in the absence of such directions, or (b) as a direct or indirect result.of the failure o of the Company,' directly or indirectly, to adequately, carefully, )
l- and diligently discharge its fiduciary responsibilities with l respect to the investments of Qualified Master Decommissioning Fund )
l assets by an Investment Manager. .
14.2. Limitation on Undertaking. Anything hceainabove to.
l the- contrary notwithstanding, the company shall have no )
l responsibility to the Trustee under section 14.1 if the Trustee i knowingly participated in. or knowingly concealed any act or l omission of any Person described in such Section 14.1, knowing that 1 such act or omission constituted a breach of such Person's-fiduciary responsibilities, or if the Trustee fails to perform any J of the duties specifically undertaken by it under the provisions ,
of this Trust Agreement, or if the Trustee fails to act in conformity with duly given and authorized directions hereunder.
In addition, the Company shall have no responsibility to the :
Trustee under Section 14.1 for any income or excise taxes, !
3 penalties or interest imposed against the-Trustee arising >from or j related to any violation of the prohibitions against self dealing 4 i
L set forth in the Code by any of the Trustee's directors, officers.
! or employees, and the payment of any such income or-excise taxes,
- . penalties or interest shall be the sole responsibility of the ?
p; Trustee.
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's ARTICLE XV ;
Becurities randina 13pdartakina y 15.1 und 9rtaking. In the event that any loan made pursuant J' to portion Section 6.2(h is terminated and the loaned securities, or any thereof,)shall not have been returned to the Trustee by or i
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$ on behalf of the borrower within the time specified by the applicable securities -loan agreement, the Trustee shall, subject to Section 15.2 below, at its expense (a) replace the loaned
('-) securities, or any portion thereof, not so returned, with other if 1
securities it is unableof tothe same issuer, purchase class, and such securities on denomination, the open market, or cre(b)dit- i the Qualified Master Decommissioning Fund with the market value (as hereinafter defined of such unreturned loaned securities 1 determined at the clo)se of business as of the date on which the l
'O ' loaned securities should. have been returned, and- credit to the - ;
Qualified Master Decossaissioning Trust, until such time as the '
L. events'in which haveaccrued (a) or (b) onare the consummated, loaned securities any dividends whether or not orreceivedinterest -
from the borrower. The. above-referenced market value of any.
- l. security listed on a national securities exchange shall be the last !
'O . sale prnce on the principal exchange on which trading occurred on l- the date the market value is determined, or if there was no sale
- on any such exchange on such date, the last bid price quoted. The
! market value of securities traded in the over-the-counter market !
. will be determined at the last quoted bid price. The market value i
!. of securities for which market quotations are not readily available lO over a reasonable period of time, shall be on the basis of the last j '
sale price on the exchange on which the security is listed or the i last quoted bid price in the over-the-counter market, as reported j by the National Quotation Bureau Incorporated or any successor 3 L organisation.
,O. 15.2 Trustee's Richts. In the event that the Trustes shall be required to make any payment or incur any loss or expense in .
L connection with any securities loan pursuant to section 15.1 above .
- nt and/or loss or expense, be i
shall, subrogated to theto, extent of suchto, and succeed paml.1a of the rights of the Qualified i l Master Decommissioning Fund against the borrower under the "O -- applicable loan agreement and to the collateral securing the l borrower's obligation to the Trustee under such loan agreement, l
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IN WITNESS WHERBOF, the parties hereto have caused this !
Qualified Master Decommissioning Trust Agreement to be esecuted by ;
their respective officers thereunto duly authorised and their !
corporate seals to be hereunto affixed and attested on the day and
?- year first above written.
i g (Corporate Seal)_ GEORGIA POWER COMPANY Attest: 241.AMA I Bya de/d- f
'A8R8MffEEcatt.U:y /~ (Title) .
3 Assistant Treasurer i (Corporate Seal) BANK SOUTN, M.A.
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, Attest:
D M b b V sy: 0M -
0I l (Title s i Ob!$IE E E$lIE ('Q y ,q3d.
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, EINIBIT A !
QUALIFIES MASTER DECONNISSIONING TRUST l
) PARTICIPATING UNITS AND ONNERSHIP INTERESTS .
Hatch: Hatch Vogtle Vogtle -
Unit 1 W Unit 1 Unit 2 j b s WRC Facility Operating [
License Number DPR-57 NPF-5 NPF-68 NPF-81 !
License Expiration i Date 8-6-14 6-13-18 1-16-27 2-9-29 Ownership Interest _(Percentage) 4 Georgia Power Company- 50.1 50.1 45.7 45.7 Oglethorpe Power
- Corporation 30.0 30.0 30.0 30.0 1- Municipal Electric
! Authority of Georgia 17.7 17.7 22.7 22.7 :
/ City of Dalton M M M y i
100.0 100.0 100.0 100.0 ,
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QUALIFIED MASTER DSCOIO(ISSIONING TRUST j Di SysCIman CanTIFICATs or avsmes i Bank South, M.A.
P.O. Box 4956 >
- Mail Code 16. !
O @' ' Atlanta, Georgia 30302 i Attentions Trust Division j Gentlemen:
() In accordance with the terms of that certain Trust Agreement by ' and between Georgia = Power Company and Bank South, M.A., as l
[
Trustee, dated ,I, , Secretary of Georgia Power Company, hereby certify that the following events a have occurred ;
O 1. Georgia Power Com y is required to commence the decommissioning of ts facility, Unit , :
I- located at __ (heroinafter {
' called the " decommissioning"),
- 2. the plans and procsiures for the commencement and conduct l) j of- the decossaissit.ning have been established in accordance with regulations issued by the United States Nuclear Regulatory Connaission, or' its successor, and i 3. the Board of Directors of Georgia Power Company - has .
- adopted the attached resolucion authorising the commencement of the decommissioning. l l
g- Secretary of Georgia Power
- company L
l Date 3
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1 lQ: 1 EENIBIT C QUALIFIED MASTER DECONNISSIONING TRUST 3 SPECIMEN CERTIFICATE Bank' South, M.A. !
. P.O. Boa 4956 l Mail Code 16 lJ Atlanta, Georgia 30302 j Attention Trust' Division Gentlemen
~
In accordanc6 with the terms of.that certain Trust Agreement I f -) by and between Georgia Power Company and Bank South, M.A., as l L Trustee, dated ,I, (insert name), [ insert Treasurer or Assistant Treasurer) of Georgia Power Company, hereby-certify that: i b 1. decommissioning of Georgia Power Company's facility, Unit , located at is proceeding pursuant to a plan and procedures I
- established in accordance with regulations issued by the !
United States Nuclear Regulatory Connaission, or its :
successor, and :
- 2. the funds requested for payment or reimbursement on this ,
date, $ , vill be expended for decommissioning activities pursuant to such plan. l
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[ Insert Treasurer or Assistant :
Treasurer) of Georgia i Power Company O _
Date O.
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NONQUALIFIED MASTER TRUST AGREEMENT l j-. , ..FOR THE I
>- DECOMMISSIONING OF- NUCI2AR PLANTS ;
i BETWEEN-GEORGIA PCWER COMPANY AND l
' BANK SOUTH, N.A., AS TRUSTEE b
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TABLE OF CONTENTS If ^l ARTICLE I i TITLE - PURPOSE - POLICY - EFFECT l
.1.1 Name of Trust 3-
'1.2 Definitions 3 i s- 1.3 Purpose 5 !
1.4 Effsct 5 .
1.5 Domestic Trust 6 I 1.6 Trustee Not Responsible for Enforcing Contributions or for sufficiency 6 3
ARTICLE'II ,
PARTICIPATION 2.1 Eligibility. 7 i
2.2 Equitable Shares 7 2.3 Valuations 7
, y ARTICLE III PAYMENT OF DECOMMISSIONING 3.1 Payment for Decommissioning Activities 8 '
3.2 Payments Pursuant to NRC Direction 8 3.3 Responsibility for Decommissioning 8 ;
3.4 Reversion of Company Contributions 9 ;
3.5 Payment or Reimbursement of Administrative Expenses' 9
[I 3.6 Prohibition Against Assignment or Alienation 10 i
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. ARTICLE IV INVESTMENT OF TRUST ASSETS l 4.1 Asset Managers 11.
.4. 2 Investment Discretion 11 L
l 4.3 Limitations on Investment Discretion 11 4.4 Responsibility for Diversification 11 t L
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- This Table of Contents is for the convenience of 3 the parties only and is not a part of the attached Master Trust Agreement. -
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i ARTICLE V RESPONSIBILITY FOR DIRECTED FUNDS j
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5 .1 - Responsibility -f:;r Selection of Agents 13 .
5.2 Trustee Not Responsible for !
Investments in Directed Funds 13 '
5.3 Investment vehicles 13 5.4 ' Reliance on Asset Manager 13 I 5.5 Merger of Funds 14 :
)e 5.6- Notification of Company in Event of Breach 14 14 I
5.7 Definition of Knowledge 5.8 Duty to Enforce Claims 15 5.9 Restrictions on Transfer 15 ,
i ARTICLE VI l
[
L POWERS OF ASSET MANAGERS i 6.1 General Powers 16 .
6.2 Additional Powers of Trustee 17 I ;
ARTICLE VII RECORDS AND ACCOUNTS OF TRUSTEE 7.1 Records 19 7.2 Annual Account 19 .
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7.3 Account Stated 19 7.4- Judicial Accountings- 19 7.5 Necessary Parties _ _
19 7.6 Responsibility for. Notices and Filings with the NRC and the Internal nevenue Service 19
) ARTICLE VIII :
COMPENSATION, TAXES, AND EXPENSES 8.1 Compensation and Expenses 20 8.2' Taxes 20 1 8.3 Allocation 20 ARTICLE IX RESIGNATION OR REMOVAL OF TRUSTEE 9.1 Resignation or Removal 21
} 9.2 Designation of Successor Trustee 21 ;
9.3 Reserve for Expenses 21 11 j D
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WITHDRAWAL OF PARTICIPATING PLANS G -s 10.1- Event of Withdrawal ..
22
-10.2' ' Approval of Appropriate Ageneles ,
22 ARTICLE XI 3 AMENDMENT OR TERMINATION 11;l Amendment 23-
!11.2 Termination _23 11.3 Trustee's Authority to Survive Termination 23 ARTICLE XII AUTHORITIES
-12.1 Company 24 12,? Investment Manager 24 3 12.3 Form of Communications 24'
.12.4 Continuation of Authority 24
.12.5 No Obligation to Act-on Unsatisfactory Notice 24 ARTICLE XIII
@ GENERAL PROVISIONS 13.1 Governing L.y 25 13.2' Entire Agre.oment 25 13.34 Reliance on Experts 25 13.4 Successor to.the Trustee 25 0 13.5 -Notices 25 13.6- No Waiver; Reservation of Rights 25 13.7 Descriptive Headings 26 ARTICLE XIV O' UNDERTAKING BY COMPANY
-14.1- Undertaking 27
= 14.2 Limitation on Undertaking 27 OL-; ARTICLE XV SECURITIES LENDING UNDERTAKING
- 15.1 Undertaking 28 15.2 Trustee's Rights 26 z
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NONOUALIFIED MASTER TRUST AGREEMENT This Trust Agreement is hereby entered into this 2 g day.of .b , 14@ , by and between Georgia Power Company, a corporatidn okganized and existing under the laws of the State of-Georgia, and B a n k S o u t h , '. N . A . , a national banking association having trust powers, as Trustee.
HIIHREERTH:
WHEREAS, Georgia Power Company-(hereinafter referred to as the " Company") presently owns a portion - of and _ operates O- nuclear power facilities at Plant Hatch and Plant Vogtle pursurnt
'to nuclear facility operating licenses issued by the U.S. Nuclear Regulatory Commission; and WHEREAS, such operating licenses are expected ' to ,
expire beginning in the year 2014, at which time the Company O desires to begin removing.the affected nuclear facilities safely-from service and reducing the residual radioactivity to a level that permits termination of the applicable license; and WIIERCAS, the Nuclear- Rcqulatory commission, a pursuant
-to the Atomic Energy Act of 1 9 5 4 ,. a s amended, and the Energy-0 -Reorganization Act of 1974, has promulgated' regulations in Title 10, Chapter I of the Code of Federal Regulations' Part 50, with respect- to the radioactive decommissioning of nuclear power facilities; and WHEREAS, Section 50.75 of Title 10 of the Code of
-O' Federal Regulations requires that a holder of, or an applicant for, a license to, operate a nuclear power f acility provide assurance that funds _will be available when needed for required radioactive decommissioning activities; and
=
WHEREAS, the Company, as a co-licensee of nuclear O' power units at-Plant Hatch and Plant Vogtle, is subject to such regulations governing the funding of radioactive decommissioning
- costs; and WHEREAS, the Company has elected to use.a trust fund to provide its portion of the radioactive decommissioning costs 0; attributable to its ownership interests in Plant Hatch and Plant
- Vogtle, as identified in Exhibit A attached hereto and incorporated-herein by reference, and such other nuclear power facilities whose radioactive decommissioning costs are eligible for funding herein; and
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=WHEREAS, tho' Company intends to fund and maintain in
. trust at least its portion of the minimum - funding requirements established by the Nuclear- Regulatory Commission- for the
- radioactive -deconnaissioning of its nuclear power f acilities;, and WHEREAS, the Company intends that' only its radioactive decommissioning costs that may not be funded through deductible centributions made and invested pursuant to Section 468A of the Internal Revenue Code of 1986, as' amended, shall be held under the
+ turms and' provisions of the Nonqualified _ Master Deconnaissioning Teust, and that any radioactive deconnaissioning costs required or parmitted by the- Nuclear Regulatory Commission and which may be f t.nded by contributions deductible under Section 468A of- the Internal Revenue Code ' shall be funded through a separate trust established exclusively for such purpose; and WHEREAS, Bank South, N.A. is willing to act as Trustee of the Nonqualified Master Deconnaissioning Trust upon all of the ,
terms and conditions set forth herein.
NOW, THEREFORE, the Board of Directors of Georgia O Power Company and Bank South, N.A., as Trustee, declare and' agree.
tha.i Bank South, N.A. shall receive, hold, and administer all suas of money and such other property acceptable to Bank South, N.A.,
as shall from time to. time be contributed, paid, or delivered to it hereunder, IN TRUST, upon the terms- and conditions as out forth herein.-
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ARTICLE I Title - Purnose'- Policy - Effect 1.1. Name of Trust. The Nonqualified master deconnaissioning trust established hereunder shall be known as the Nonqualified Master Trust for the Decommissioning of Nuclear Plants ~
and is sometimes hereinafter referred to as.the " Trust" or as the "Nonqualified Master Deconnaissioning Trust. "
1.2. Definitions. Where used in this Trust Agreement, unless the context otherwise requires or unless otherwise expressly-provided:
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(a) " Account Party" shall mean an of ficer of the Company designated to represent the Company for this purpose and any Person to whom the Trustee shall be instructed by the Company to deliver its annual account under Section 7.2.
(b) " Accounting Period" shall mean either tho' twelve-(12) consecutive month period coincident with the calendar year or the shorter period in any year in which the Trustee accepts appointment as Trustee hereunder or ceases to act as-Trustee for any reason.
(c)l'" Asset' Manager"'shall'mean"the'Trustew'(other than L for purposes of Article V) or Investment Manager, individuall J or collectively as the context shall require, with respect t
- those assets held in an Investment Account over which exercises, or to the extent it is authorized to exercise discretionary investment authority or control.
(d) -dank Business Day" shall mean a day on which the J Trustee is open for business.
(e) " Board of Directors" shall mean the Board of Directors of the Company.
(f) " Code" shall mean the Internal Revenue Code of 1986, 9 as. amended from time to time, and regulations issued thereunder.
(g) " Company" shall mean Georgia Power Company, or any successor thereto.
3 (h) " Decommission" shall mean to remove a nuclear power facility safely from service and reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of an NRC operating license.
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(i); " Decommissioning Costs" shall - mean the Company's proportionate share of the direct and indirect expenses-arising from- or relating to the Decommissioning of- a
. Participating-Unit-and for which:the Company's contributions to fund such costs' are_ not currently deductible under the Code.
(j) " Directed Fund" shall mean any Investment Account, or part thereof, subject to the discretionary management and control of any Investment Manager.-
(k) " Discretionary Fund" shall mean any Investment; the discrotionary Account, or ,part thereof, subject to
- management and control of-the Trustee.
J ~ (1) " Equitable Share" shall mean the interest of any Participating Unit in any Investment Account.
(m) " Investment Account" shall mean each pool of assets.
in the Nonqualified Master Decommissioning Trust in which _one or 'more- Participating Units has an interest during_ an 6 Accounting Period.
(n) " Investment Manager" shall mean a bank or investment
- adviser who is registered as an investment adviser under-the Investment Advisers Act of 1940.
^O . (o) " Investment Vehicle" shall mean any common,
, collective,- or commingled- trust, investment company,-_
ie corporation functioning as an investment intermediary, or-
- other' entity or arrangement to.which, or pursuant to which,-
assets of the Nonqualified Master-Decommissioning Trust may be transferred or in which the Nonqualified Master-
-3 Decommissioning Trust has an interest, beneficial = or otherwise, r
(p) "NRC" shall mean the U.S. Nuclear Regulatory Commission, an agency of the U.S. Government, or any successor .
, thereto.
-3 (q) "Nonqualified Master Decommissioning Fund" shall
.mean ' all cash and other property contributed, paid, or delivered to the Trustee hereunder,. all investments made therewith and proceeds thereof and all earnings and profits thereon, less payments, transfers, or other distributions
-9 which, at the time of reference, shall have been made by the Trustee, as authorized herein. The Nonqualified Master
- j Decommissioning Fund shall include all evidences of ownership, T interest, or participation in an Investment Vehicle, but shall not, solely by reason of the Nonqualified Master Decommissioning Fund's investment therein, be deemed to 3 include any assets of such Investment Vehicle.
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- m (r)-- "Nonqualified _ Master Decommissioning Trust" shall mean the Nonqualified Master Trust for the Decommissioning of J Nuclear Plants.
(s) " Participating Unit" shall mean any = unit of a nuclear power facility in which the Company has-an ownership interest. The Participating. Units are identified in Exhibit A attached hereto and incorporated herein by reference.
~s (t) " Person" shall mean the NRC, natural person, trust',
_ estate, corporation of any kind or purpose, mutual' company, joint-stock company, unincorporated organization, cosumittee, board, fiduciary, or representative capacity, as the context may require'.
(u) " Trust Agreement" shall mean all of the provisions-of this instrument and of all other instruments amendatory hereof.
(v) " Trustee" shall mean Bank South, N.A., and its 7 successors and. assigns, including any bank or trust company.
into which -it may hereafter be merged or consolidated.~
i " Trustee" shall also mean any successor Trustee subsequently appointed pursuant to Section 9.2 herein.
- (w) " Valuation Date" shall mean the laut day of cach
_3_
calendar month, a
The plural of any. term shall have a meaning corresponding to the singular thereof-as so defined and any neuter pronoun used herein shall include the masculine or feminine, as the context may require.
-3 1.3. Purpose. The Nonqualified Master Decos::nissioning Trust is hereby established to fund the Decommissioning ' costs of the -
y . Participating Units to the extent that the contributions to fund such - costs are required or permitted. by the NRC and are not deductible under Section 468A of the Code. Except as otherwise may 3 be permitted by law and the terms of the Nonqualified Master Decommissioning Trust, at no time prior to the satisfaction of all liabilities with respect-to the Decommissioning of a Participating Unit shall any part of the Equitable Share of such Participating Unit in the Nonqualified Master Decommissioning Trust be used for,.
or diverted to, any purposes other than such Decommissioning Costs,
_3
,and for defraying administrative costs and other incidental expenses of the Nonqualified Master Decommissioning Trust.
l.4. Effect. All Persons at any time interested in any
_ Participating Unit shall be bound by the provisions of this Trust Agreement rad, in the event of any conflict between this Trust 3 Agreement and the provisions of any license granted by a federal 5
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- agency, or any law,_. order or regulation governing a Participating-Unit,: the provisions of this Trust Agreement shall-not control, except to the extent'necessary to carry out the intent and purpose of the Nonqualified Master Decommissioning Trust.
t The Nonqualified Master Deconnaissioning
' 1.5. Domestic Trust.
Trust-shall at all times be maintained as a domestic trust in'the -
United States.
7 1.6. Trustee Not Resoonsible for Enforcina Contributions or i for sufficionev. The Trustee shall have no responsibility (a) for-
= enforcing payment of- any . contribution for the Decomunissioning of-any Participating _ Unit or for the timing or amount thereof, (b) for.-
the adequacy of the Nonqualified Master Deconnaissioning Fund or the funding-standards adopted by the-Company to meet or discharge any
__5 liabilities for the Decommissioning of-a Participating Unit, orf (c) for' the satisfaction by the Company of the minimum funding.
standards established by the NRC for the Decommissioning of _ a
- Participating Unit.
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Particioation 2.1.-Eliaibility. The Decommissioning of any Participating
- Unit may be-funded, in.whole or in part, through the Nonqualified Master Decommissioning Trust to the extent the contributions to
' fund ;the Decommissioning ' for such Participating Unit (a) are required or permitted under any statute, regulations or- order
> issued by the NRC and (b) 'are not deductible under Section 468A of the Code.
2.2. Eauitable Shares. The Trustee phall maintain a separate trust reflecting the Equitable Share of each Participating Unit, or part thereof, in each Investment Account. Each Equitable Share
> of each Participating Unit in each Investment Account shall consist of separate accounts maintained solely to fund Decommissioning Costs and- the administrative costs and other incidental expenses of the Equitable Share of each Participating Unit. The Company shall provide the Trustee with current information in order-that the - Trustee may determine such Equitable Shares. An Investment
> Account may be divided into one or more sub-funds or accounts or described in a different manner on any books kept or records rendered by the Trustee without in any way af fecting the duties or responsibilities of the Trustee under the provisions of this Trust Agreement.
> 2.3. Valuatiou. The Trustee shall determine the value of the assets of the-Nonqualified Master Decommissioning Fund as of each valuation Date and shall in the normal course issue monthly reports to the Company within-twenty (20) days after each Valuation Date indicating the value of the assets of the Equitable Share allocated
-to each Participating Unit. The Company shall separately identify p- to the Trustee at the time of contribution to the Nonqualified Master Decommissioning Fund any amounts to be allocated to the Equitable Share of each Participating Unit. Assets will be-valued at their market-values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values, at such values as the Trustee shall determine in accordance with
) methods consistently followed and uniformly applied. Anything in this Trust Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund or assets included at the request of the Company as hereinabove provided, the Trustee may rely for all purposes of this Trust Agreement on the latest valuation and transaction information submitted to it by the Person pl responsible for the investment of assets even if such information predates the Valuation Date. The Company will cause such Person J Lto provide the Trustee with all information needed by the Trustee
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to discharge its obligations to value such assets and to account under this Trust Agreement.
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"- ARTICLE III
'Ad=inistration of Deco ==issionina Plans 4
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< 3.1. Payment for Deco ==issionina Activities.- The Trustee-shall make= all payments to the Company for - Decommissioning of- a Participating Unit from the Equitable, Share of'such Participating Unit-upon presentation to the Trustee'of.the following:
D!j (a)- One certificate duly. executed by._ the - Secretary of the y
Company attesting to the occurrence of the events with respect to a - Participating Unit, . and in the form set forth in the Specimen Certificate attached hereto as Exhibit B and incorporated herein by reference; and D *
(b) A certificate for each request for payment or-reimbursement from the Equitt).le Share of a Participating Unit in the form set forth in the Specimen Certificate attached hereto as Exhibit C and incorporated herein by reference, and attesting to the following conditions with respect to such Participating Units (1) that Decommissioning is proceeding. pursuant to.a plan established in accordance with NRC regulations; and (2) that the funds withdrawn will be expended for 9 activities undertaken pursuant to such Decommissioning plan.
3.2. Payments Pursuant to NRC Direction. In the event of the Company's. default or inability to direct Decommissioning activities with respect -. to a Participating Unit, the Trustee shall make 9 - payments from the Equitable Share of such Participating Unit as the NRC1shall direct, in writing, to provide for the payment of the costs ; of required activities covered by the Nonqualified Master Decommissioning Trust. Under such circumstances, the Trustee shall-
-reimburse the Company, or such other Persons as specified by the NRC, from such Equitable Share for expenditures for required activities in such amounts as the NRC specifies in writing. In 9
addition', the Trustee shall refund to the Company such amounts as the-NRC specifies in writing. Upon any payment or reimbursement made pursuant to this Section 3.2, the funds distributed from the Equitable Share of a Participating Unit shall no longer constitute part of the Nonqualified Master Decommissioning Fund.
3.3. Resoonsibility for Decommissionina. The Trustee shall not 'be responsible for the Decommissioning of any Participating Units, nor for the application of the assets held in the Equitable Sharr, of a Participating Unit and distributed to the Company for the payment of liabilities and expenses in the Deconuriissioning of 9 a Participating Unit. In the event it shall become necessary for 8
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' the NRC _ to" undertake = any - rights or obligations of the Company pursuant to Section 3.2 above, the Trustee shall not be liable with respect to any act or omission to act by_it made in good faith at 3;X the direction of the NRC.
3.4. Reversion of Company Contributions. Subject to Section
- 1. 3 . of this Trust Agreement, at the direction of the- Company, contributions to the Equitable Share of a Participating Unit under.
the Nonqualified Master Decommissioning Trust may revert to the O Company under'the following circumstances:
(a) If any contribution is determined by the company or the-Internal Revenue Service to be deductible under Section 468A of the Code,:then such contribution,-to the extent that it is determined to be deductible, and any earnings 9 thereon, 1may be returned to the- Company within a reasonable time af ter such determination, or transferred by the Trustee to the trustee of a separate trust adopted by the Company to hold contributions required by the NRC that are-deductible under Section 468A of the Code.-
9 (b) If any contribution is made by the Company by reason-of a - mistake of law or fact, such - contribution, and any earnings thereon, may be returned to-the Company within a reasonable time af ter discovury of such mistake of law or fact, or transferred by the Trustee to the trustee of a noparate trust ' adopted by the Company- to hold 9 contributions required by the NRC that are deductible under Section 468A of the Code, 3.5. Payment or Reimburs-nt of Administrative Exnenses. - On the direction of the Company, the Trustee shall pay monies from the separate accounts of the Equitable Shares of the Participating 9 Units to pay the reasonable- administrative costs- and other incidental expenses of the Nonqualified Master Decommissioning
-Trust. Such administrative costs.or incidental expenses shall include, but not'be limited to, fees arising from the Company's employment of accountants, legal counsel who may be of counsel to the: Company, other specialists, and other Persons as the Company 9 deems necessary or desirable in connection with the administration
, -of the Nonqualified Master Decommissioning Trust and the Decommissioning of the Participating Units. The Company in its sole discretion may direct that the Trustee reimburse the Company
'for such expenses or costs paid by the Company or directly pay the Persons rendering such administrative services. Any payments or O reimbursements made pursuant to this Section 3.6 shall be allocated among the Equitable Shares of the Participating Units in the same manner as described in Section 8.3 herein. Upon any payment or reimbursement made pursuant to this Section 3.6, the funds distributed from the Equitable Share of a Participating Unit shall no longer constitute part of the Nonqualified Master
$ Decommissioning Fund.
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Q 3.6- Prohibition-Acainst Assianment or Alienation. Except-as : provided under this Section 3.6 and Section 10.1 herein, no D- portion of < the Equitable Share of a Participating UnitL shall- be subject"in any manner to anticipation, alienation, sale, transfer,-
assignment (either at law or in equity), pledge, encumbrance,-
charge,agarnishment, levy, execution, or other legal or equitable-process,. and any attempt so to anticipate,. alienate, sell, transfer, assign, pledge, encumber, charge, garnish, levy, execute, S- or enforce other legal or equitable process against the same shall-be void. In addition, no portion _ of any such Equitable Share: shall be in- any. manner subject to the debts,. contracts, liabilities, engagements, . or torts of the company or.- any general or secured creditor of the Company. Notwithstanding the foregoing, the-expenses for services or materials incurred - by any Person in O connection with the Deconunissioning of a Participating Unit and for which a certificate 'has been submitted by the Company to the Trustee - pursuant to Section ? 3.l(b) shall constitute a charge
. exclusively on behalf of such Person against the Equitable. Share of such Participating Unit until paid. Such charge shall apply only to' the lesser of the amount of such certificate or the O- rema#ning assetszof such Equitable Share.
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ARTICLE IV Inveshnent of Trust Assets D
4.1. Asset Manaaers. Discretionary ' authority. for- the management and. control of assets from- time to time held in the Nonqualified Master Decommissioning Fund may be retained, allocated, - or delegated, as the case may be, for one or more purposes, to and among the Asset Managers by the Company, in its D_ -
absolute discretion. The terms and conditions of appointment-and retention-of;any Asset Manager shall be the responsibility of the Company.- The terms and conditions of any allocation to an Asset ManagerLahall be the responsibility of the Company. The Company shall promptly notify the Trustee in writing of the appointment er removal of an Asset Manager. Any notice of appointment pursuant D.- to this Section 4.1 shall constitute a representation and warranty
- that the Asset Manager has been appointed by the Company and that any Asset Manager (other than the Trustee and the Company) is an
' Investment Manager.
4.2. Investment Discretion. The assets-of the Nonqualified D Master Decommissioning Trust shall be invested and reinvested, without distinction between principal and income, at such time or times in such investments and pursuant to such investment strategies or courses of action and in such shares and proportions, pursuant to the investment quidelines of the Company, as the: Asset Managers in their sole discretion shall~ deem advisable. The Asset 9 Managers shall discharge their duties under this Trust Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use-in the conduct of an enterprise of a like character and with like-aims.
D 4.3.- Limitations on Investment Discretion. The Asset Managers shall be restricted ' to . investing the assets of the Nonqualified Master Decommissioning Trust directly in such investments as:shall not be' prohibited from time to time under regulations, orders, regulatory guides, or other pronouncements issued by the NRC. In addition, the Company may further limit, restrict, or impose D guidelines affecting the exercise of the discretion herein above conferred on any Asset Manager. Ary limitations, restrictions, or guidelines applicable to the Trust.ee, as Asset' Manager, shall be communicated in writing to the Truotee. The Trustee shall have no responsibility with respect to t 1e formulation of any funding
- policy or any investment or divorsification policies embodied D- therein. The Company shall be responsible for communicating, and monitoring adherence to, any limitations or guidelines imposed on any other Asset Manager.
4.4. ResDonsibility for Diversification. The Trustee shall not be responsible for determining the diversification policy of D the Nonqualified Master Decommissioning Fund, for monitoring 11 gi x
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adherence by the Asset Managers to such policy, and for advising the Asset Managers with respect to limitations on assets contained in the Equitable Share of any Participating Unit or imposed on the O Nonqualified Master Decommissioning Trust by any applicable statute, except with respect to any assets comprising the Discretionary Fund.
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L ARTICLE V Resoonsibility for Directed-Funds 5.1. Responsibility for Selection of Acents. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or_through such principals and agents as the Asset Manager shall direct.
O[ 5.2. Trustee Not Resoonsible for investments in Directed Funds. _ The Trustee shall be under no duty or obligation to review or' to question any direction of any Investment Manager, or to review securities-or any other property held in any Directed Fund-with respect to prudence or proper diversification or compliance with any limitation on = the Asset Manager's authority under the O terms of- the Nonqualified Master 'Decom.missioning Trust, any agreement entered into between the Company and the Asset Manager or- imposed by applicable law, or to make any suggestions or recommendations to the Company or the Asset Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from On Ltaking;any action with respect to any asset of a Directed rund, unless and until it-is directed to do so by the Asset Manager.
5.3. Investment Vehicles. Any Investment Vehicle, or interest therein, acquired by or 'transIwrred to- the Trustee upont the directions -of the Asset Manager..shall be allocated to the 0- appropriate Directed- rund, and the Trustee's duties and responsibilities under this Trust Agreement shall not be increased-or otherwise affacted thereby. The Trustee'shall be responsible solely for the safekeeping of the evidence - of the Nonqualified Master Decommissioning Trust's ownership of or interest or participation in such Investment Vehicle.
5.4. Reliance on Asse.t Manaaer. The Trustee shall be required under this Trust Agreoment to execute documents, to settle transactions, to take action on behalf of or in'the name of the Nonqualified Master Decommissioning Trust and to make and receive payments on the direction of the Asset Manager. Any direction of O the Asset Manager shall constitute a certification to the Trustee (a) that the transaction will not violate the prohibitions against self-dealing under Sections 468A and 4951 of the Code if such provisions were applied to the Nonqualified Master Decommissioning Trust, (b) that the investment is authorized under the terms of this Trust Agreement and any other agreement or law affecting the 01 Asset Manager's authority to deal with the Directed Fund, (c) that any contract, agency, joinder, adoption, participation agreement, assignment, or other document of any kind which the Trustee is required to execute to ef fectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counsel, (d) that such instrument er document is in
'O proper form for execution by the Trustee, and (a) that all other 13 0
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acts to perfect and protect the Nonqualified Master Decommissioning Trust's rights have been taken,_and the Trustee shall have no duty c to make any independent inquiry or investigation as to any of the 3: foregoing before acting upon such direction. In addition, the Trustee shall not be liable for the default of any Person with respect: to any investment in a Directed Fund or for the form, genuineness, validity, sufficiency, or af fact - of any document executed by, delivered to, or held by it for any Directed-Fund on account of such investment, or.if, for any reason (other than the 9 . gross negligence or wilful misconduct of the Trustee) any rights of the - Nonqualified Master Decommissioning Trust therein shall lapse or shall become unenforceable or worthless.
5.5. Meraer of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control-any 9' asset held in a Directed Fund upon the resignation or removal-of an Asset Manager unless and until it has been notified in writing by the Company that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notice shall not be deemed effective until two-(2) Bank Business' Days after it has been received by the 9- -Trustee._- The Trustee shall not be liable-for any losses to the
- Nonqualified Master Decommissioning Fund resulting from (a) the disposition of any investment made by the Asset Manager, (b) the retention of any illiquid or unmarketable investment or any
-investment which-is not wicely publicly traded, -(c) the holding of any other investment acquired by the Asset Manager if the Truetwe 9 is unable to dispose of such investment because of any restrictions imposed-by the Securities Act of 1933 or~other Federal or-State law, or if an orderly liquidation of such investment is impractical under prevailing conditions, (d) failure to comply with any investment ~ limitations imposed pursuant to Section 4.2 and 4.3, or (e) for any other violation of the terms of this Trust Agreement 9 - or applicable law as a result of the-addition of Directed Fund assets to the Discretionary Fund.
5.6. Notification of Comoany - in Event of Breach. If the Trustee has knowledge of a breach committed by an Asset Manager with . respect to the duties or responsibilities delegated to an 9: Asset Manager under the terms of this Trust Agreement or any other agreement affecting the Asset Manager's authority to deal with the Directed Fund, it shall notify the Company, and the Company shall thereaf ter assume full responsibility to all Persons interested in the' Equitable Share of a Participating Unit to remedy such breach.
The Company shall provide the Trustee with a copy of any agreement ei af fecting the duties and responsibilities of an Asset Manager under this Trust Agreement.
5.7. Definition of Knowledce. While the Trustee will perform certain duties (sucn as custodial, reporting, recording, valuation, and bookkeeping functions) with respect to Directed Funds, such 9- duties will not involve the exercise of any discretionary authority 14 1
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(O to manage or control the assets of the Directed Funds and will-be the-responsibility of officers or-other employees of'the Trustee who are unfamiliar with'and have no responsibility for investment d management. -Ther fore, the Company. agrees that in the event that knowledge of the Trustee shall be a prerequisite to imposing a duty.
upon or to determining liability of the Trustee under this Trust Agreement or. any statute regulating the conduct of the Trustee with respect'to such Directed Funds or relieving the Company of its -
undertakings under Section 14.2, the Trustee will'not be deemed to 0 have knowledge of, or to have participated in, any act or omission of an Asset: Manager. involving the_ investment of assets allocated to the Directed Funds as a result of the receipt and processing of information in the course of performing such duties.
5.8.' Duty to Enforce Cla4==. Except to'the extent that'any 0: law or regulation may provide or require otherwise, the Trustee-shall have no duty to commence or maintain any action, _ suit, or legal . proceeding on behalf of the Nonqualified Master Decommissioning _ Trust on , account of: or with respect to any investment made in or for a Directed Fund.unless the Trustee-has
-been directed to do so by the Company or an Investment Manager, and O' unless the Trustee is either in possession of.funde sufficient for
.such purpose or unless--it has been indemnified by the Company or -
.the Investment" Manager, to its satistaction, - for counsel fees, costs, and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining 6uch action, suit,;or legal proceeding.
. S.9. Restrictions on Transfer. Nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any asset of a Directed Fund to itself.
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'A p1 y ARTICLE VI j' '
Powers of Asset' Managers 6.1. General Powers. Without in any way limiting the powers' and -discretion conferred upon any Asset ~ Manager by the other provisions of this Trust Agreement or by law, each Asset Manager s
shall be : vested with the following powers and discretion . with
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respect to the assets of the Nonqualified . Master Deconnaissioning L Trust subject: to its management and control, and,- upon the directions of the Asset Manager of a Directed- Fund, the Trustee shall make, execute, acknowledge, and deliver any and all documents of: transfer and conveyance and any-and=all other instruments that may be necessary or appropriate to enable such Asset Manager to carry out such powers and discretion:
(a) to sell, exchange, convey, transfer,-or otherwise dispose of any property by private contract or at public auction, and no person dealing with the Asset Manager shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any D' such sale or other disposition; (b) to enter into = contracts or to make commitments
-either alone or in company with others to sell or acquire Property;
>5 (c) to vote upon any bonds, or other securities; to give general or special proxies-or powers of attorney with or without power of substitution; to exercise any conversion-privileges, subscription rights, s or other options and to make any' payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes
> -affecting corporate securities and to delegate-discretionary-powers and to pay any assessments or charges in connection therewith; and. generally to exercise any of the powers of an owner with respect to bonds, securities or other property; (d) to purchase units or certificates issued by an D- investment company, pooled trust, or comparable entity; (e) to transfer assets of a Discretionary or Directed Fund to a common, collective, or commingled trust fund maintained by. an Asset Manager or an af filiate of an Asset Manager or by another trustee who is designated by the
> Company, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted
-as part of the Nonqualified Master Decommissioning Trust to the extent that assets of the Trust are invested therein; and p1 16 y
1-L (f) to be = ' reimbursed for the expenses. incurred in
. exercising' any~ of the~ foregoing powers.,or to pay the reasonable expenses incurred by any agent, manager, or trustee D appointed pursuant thereto.
6.2. Additional Powers of Trustee. In addition, the Trustee is-hereby~ authorized (a) lto register any securities held in the Nonqualified-B Master Deconnaissioning. Fund in its own name or in the name ~of a nominee, to hold any- securities in bearer form, and . to - -
combine : certificates representing = such _ securities with certificates of'the same issue held by the Trustee in other fiduciary or representative capacities or as agent; for customers, or to deposit or to arrange for the deposit of such D. securities in'any qualified central, depository even though, when so deposited, such securities may be-merged and held in bulk in the name of' the nominee of such depository with other securities - deposited therein by other depositors,. or to deposit or arrange for the deposit of any securities issued by the -United States Government, or any agency or DL instrumentality thereof, with a Federal. Reserve Bank, but the books'and. records of the Trustee shall at all times show that all such investments are part of the Nonqualified Master.
Deconunissioning Trust; (b) 'to employ suitable. agents, depositories, and-9: counsel,; domestic or foreign, and to charge their reasonable expenses and compensation against the Nonqualified Master Deconnaissioning Fund, and to- confer- upon any such depositorf
, the powers conferred upon the Trustee by paragraph (a) of this Section 6.2, as well as the power to appoint subagents and depositories, wherever situated, in connection with the D retention.of securities or other property; (c) to deposit funds in interest bearing account deposits maintained by or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee; D
(d) to compromise or otherwise adjust all claims in favor of or against the Nonqualified Master Decommissioning Fund,-subject to the prior written consent of the Company; (e) to make any distribution or transfer of assets 3- . authorized under Article IX or Article X in cash or in kind as the Trustee, in its absolute discretion, shall determine and, in furtherance thereof, to value such assets, which L valuation shall be conclusive and binding on all persons; and D
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'( f ) ' to hold uninvested cash balances when reasonable and
- necessary, without incurring any liability for the. payment of interest-thereon, provided that-in-no-event shall uninvested-cash balances be held solely for ' the purpose--. of awaiting 1 investment;
( g)'- upon the consent: of the company, to temprarily -
invest funds. awaiting investment by_an Asset--Manager in a
_ separa t e or comm ni gled trust fund' established by.the Trustee.
- f or- the ' investment of funds for Deconstissioning Costs - and consisting solely,of investments. permitted under Section'4.3
' of:this Trust Agreement; and c
_-(h) upon the direction of- the company, to loan-L securities to brokers,-dealers or other borrowers under such 7 terms- and conditions as the Trustee, in- its absoluta discretion, deems advisable, to secure the same-by accepting
- as collateral only assets constituting permissible investments under Section 4.3 of this Trust. Agreement, such collateral to have a'value on. the date of the loan greater than' that of the loaned securities, and during the term of any.such loan, to 5 '
permit the;1oaned securities to,be transferred into the name of and voted by the borrowers or othera, and, in connection with the' exercise of the powers hereinabove granted', to hold.
- any property deposited as collateral by the borrower pursuant
- to any master loan' agreement,-ana to retain cany such property _
upon the default of the borrower, and to receive compensation J ' therefor out of any _ amounts paid by -or charged to the account-
- of the borrower.
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ARTICLE VII-Records and Accounts of Trustee 7.1.: Records. .The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and _other transactions -in the Nonqualified Master Decommissioning Fund to fund the Decommissioning Costs for each Participating Unit, and all accounts, books, and records relating thereto shall be opened'to W; inspection and audit at all reasonable times during normal business hours by any. Person designated by the Company.
- 7. 2. - Annual Account . Within sixty (60) days following the close of each-Accounting Period, the Trustee shall file with the Account Party in accordance with Section 13.5, a written account C- setting forth the receipts _and disbursements of Equitable Shares-of each _ Participating Unit under the' Nonqualified Master Decommissionino Trust and the investments and other transactions effected.by 1: upon its own authority pursuant to the directions' of any Person as herein provided during the Accounting Period.
O 7.3. Account Stated. The Company agrees that it will use
. reasonable ef forts to file all objections, if any, to the Trustee's annual account in writing with the Trustee within ninety (90) days of the filing of such annual or other account with the Account Party.
9: 7.4. Judicial Accountinos. Nothing herein shall in any way_
-limit the Trustee's right to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appropriate.
.. 7.5. Necessarv Parties. Except to the extent that any law or O. regulation _ may -provide otherwise, in order to protect the Nonqualified Master Decommissioning Trust from the expense of litigation, no Person other than the Company shall be a necessary party in any proceeding under Section 7.4, may require the Trustee to account, or may institute any other action or proceeding against the Trustee or the Nonqualified Master Decommissioning Trust.
7.6. Eg.poonsibility for Notices and Filinas with the NRC and the Internal Revenue Service. The Trustee shall not be responsible with respect to any Participating Unit to' give or apply for any notices, to make any filings, or to maintain any records required by the NRC or the Internal Revenue Service, all of which, for 0; purposes of this Trust Agreement, shall be the responsibility of the-Company.
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ARTICLE VIII Cnanensation. Taxes, and Excenses
. 8.1 Comnensation and Excenses. - Any expenses incurred by the
_ Trustee in connection . with its administration of the Equitable Shares of each Participating Unit under the Nonqualified Master Decommissioning Trust, including, but not limited to, fees for.
~ legal services rendered to the Trustee (whether or not rendered in 5 connection. with a judicial or administrative proceeding), _ such compensation to the Trustee as shall be agreed upon from. time to
- time -between- the Trustee and an of ficer of the Company, and all other proper. charges and~ disbursements of the Trustee, shall,,in the sole discretion of the Company, be paid by the Company oe from-the Equitable. Shares of the Participating Units under, the
_9 Nonqualified Master Decommissioning Trust. The Trustee's entitlement = to reimbursement hereunder shall not be af fected by the resignation or removal of the Trustee or by.the termination of an Equitable Share of a Participating Unit under the Nonqualified Master Decommissioning Trust. The Trustee shall have no lien, security. interest or right of set-off whatsoever upon any of the
& . assets of the Nonqualified Master Decommissioning Fund for the payment of fees and expenses for services rendered by or on behalf of the Trustee under this Trust Agreement . without the written consent of the Company.
8.2.-Taxes. All taxes of any. kind and all kinds whatsoever ~
@ thatx may be levied or assessed under existing or future laws, domestic or foreign, upon the Nonqualified Master Decoimaissioning Trust - or the income thereof, shall be . paid from the Equitable
, Shares of the . Participating _ Units under the Nonqualified - Master Decommissioning Trust, as appropriate.
-g 8.3. Allocation. Any tax or expense paid from an Equitable Share under.the Nonqualified Master Decommissioning Trust which is specifically allocable to one or more Participating Units shall be
- charged against the Equitable Share of such Participating Unit or Units. Any expense that is allocable to all of the Participating Units shall be. charged against the appropriate Equitable Shares of O all ' of the Participating Units un.ier the Nonqualified Master Decommissioning Trust as a whole.
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9-ARTICLE IX
- Resionation or Remnval of Trustee 9.1. Resianation or Removal . -The Trustee may-be removed by the: Company atcany time upon thirty (30) days' notice in writing to the Trustee, or upon such lesser or greater notice as the Company and the Trustee may agree. The Trustee may resign at any-time-upon thirty--(30) days
- notice in writing to the Company, or upon such lesser or greater notice as the Company and the Trustee
. may agree.
9.2. Desionation of Successor Trustee, Upon the removal or resignation of the Trustee, the Company shall either appoint. a y successor trustee who shall have the same powers- and duties as
- those conferred upon the Trustee hereunder, and upon acceptance of such appointment by the successor. trustee, the Trustee shall assign,. transfer, and pay over. the Nonqualified Master Decommissioning Trust to - such successor trustee, or the Company ahall -direct the Trustee to transfer the Honqualifled . Master Decommissioning
- Trust directly to the trustee of another trust established to pay Decommissioning Costs. Any such assignment or
~ transfer of- the Nonqualified Master Decommissioning Trust shall be ef fectuated no later than the last -day of the month in which the thirty (30) day notice- period, as described in Section 9.1, expires'. If, for any reason, the Co apany cannot 'or does ' not act promptly Lo appoint a successor trussee or direct the transfer of 1 the Nonqualified-Master Decommissiontng Trust to another qualified-i trust in the event-of the resignation or removal of the. Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the.
-Trustee in connection therewith shall be chargei to:and paid from the Nonqualified Master Decommissioning Trust as an expense of O administration.
9.3. Reserve for Excenses. The Trustee is cuthorized to reserve such amount which may reasonably be required'for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of such reserve remaining 3 after the payment of such fees and expenses shall be paid over in accordance with the directions of the Company under Section 9.2.
The Trustee is authoriced to invest such reserves in any investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts.
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m ARTICLE X Withdrawal-of Particinatina Units p
10 . l '. Event of Withdrawal. Upon receipt of-notice from the Company of the termination (including any partial termination)'
of ' a separate trust maintained to fund the Deconnaissioning Costs
- of a Participating-Unit, or,of a withdrawal-of any Participating Unit, or any part thereof, from- the Nonqualifind Master D: Decommissioning Trust, the Trustee shall segregate the portion of assets-.of the.Nonqualified Master Decommissioning Fund allocable
- to tho' Equitable Share of the Participating Unit, or part thereof, and, subject to Section-1.3 of the. Trust Agreement, shall dispose-of: such assets -in accordance with the directions of the' Company.
Such dispositions;may . include, but.shall not be limited:to, the-D- transfer of all or a-portion of such assets to (a) another-funding method considered acceptable by the NRC for providing . financial assurance of the availability of funds for Decossaissioning, or.
(b) another funding method-for financial assurance maintained by any successor- to the Company incident to the transfer or disposition by the Company of all or a portion of its- ownership D, interest with respect'to a Participating _ Unit.
10.2. - Anoroval of Accrooriate Aaencies. The Trustee may,
-in its absolute discretion, condition delivery, transfer, or
' distribution'of any assets withdrawn from the Nonqualified; Master Deconsaluuloning Fund undu this Article X upon the Trustwe's:
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receiving-asaurances satisfactory to it that the Company has made any notice or. filings:which may be required to be;given the NRC or the Internal, Revenue Service.
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, ARTICLE XI Amendment or Termination 11.1. Amendment. . Subject to Section 1.3, the Company reserves the r;,ght at- any time and from time to time to amend, in whole: or . in ' pr.rt, any or, all of the provisions of' this Trust Agreement by notice thereof in writing delivered to the Trustee; provided,:however,.no amendment which affects the rights, duties,
.or responsibilities of'the Trustee may be_made without its prior.
written consent.
11.2. Termination. Subject to Section'1.3, this Trust
-Agreement shall terminate when all transfers and payments required or permitted to be made by the Trustee under the provisions hereof.
J .shall have been made, unless terminated earlier by the Company by.
written- notice to the Trustee. Upon written notice f rom . the :
Company that Decommissioning is complete, any assets remaining in-the Nonqualified Master Decommissioning Trust after the payment of
- all Decommissioning Costs, any administrative costs-and any other.
incidental expenses _of the Nonqualified Master Decommissioning
_? Trust shall be returned to the Company.
11.3. Trustee's Authority to Survive Termination. Until the final distribution-of-the Nonqualified Master Decommissioning
. Fund, the" Trustee chall continue 'to' have_ and may exercisw = all of the powers Land discretion conferred upon it by this_ Trust
-Agreement.
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-ARTICLE XII Authorities l 6, 12.1. Company. Whenever the provisions of this Agreement specifically ' require or . permit any - action to be taken by "the Company," such action must be authorized or ratified by the Board of Directors or by any designee or committee authorized : by the Board of Directors to act on behalf of the Company _ Any resolution 0:. adopted by the Board of Directors- or by such. authorized designee or committee or< other evidence of such authorization or-
- ratification shall be . certified to the Trustee by the Secretary or an Assistant. Secretary of the company under its corporate seal, and the Trustee may~ rely upon any authorization so certified until-
' revoked or modified by a further action of the Board.of Directors O -- or by such authorized designee or committee similarly certified to the Trustee.
! 12.2. Investment Manaaer. The Company shall cauts each Investment Manager-to furnish the Trustee from time to time with-the names and signatures of those persons: authorized to direct the.
- 0. Trustee on its behalf hereunder.
12.3. Form of Cc unications. Any agreement between the Company and any Person (including an Investment Manager)-or any other- provision ' - of- - this- Trust ' Agreement to the' contrary notwithatanding, all' notices, directions, and other communications 0.>J . to the Trustee shall be in. writing or in such other form, including transmission'by. electronic means through the. facilities of third-parties . or otherwise, specifically agreed to in writing- by the Trustee, and' the Trustee shall be fully protected in acting in-accordance therewith.
O 12.4. Continuation of Authority. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event terminating the authority of any Person, including any Investment Manager, has occurred. ,
12.5. No Oblication to Act on Unsatisfactory Notice. The O- Trustee shall incur no liability under this Trust Agreement for any failure to act pursuant to any notice, direction, or any other communication from any Asset Manager, the company, or any other Person or the designee of any of them unless and until it shall have received instructions in form satisfactory to it.
- 0. o O'
24 !
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ARTICLE XIII General Provisions 13.1. Governino Law. To the extent that state law shall not have been preempted by the provisions of any other law of the United States heretofore or hereafter enacted, this Trust Agreement shall be admin stered, construed and enforced according to the laws of the State of Georgia.
13.2. Entire Acreement. The Trustee's duties and responsibilities to any Participating Unit or any Person interested therein shall be limited to those specifically set forth in this Trust Agreement, except as may otherwise be provided by applicable law. No amendment to any agreement or instrument affacting any Participating Unit or any other document shall enlarge the Trustee's duties or responsibilities hereunder without its prior written consent.
13.3. Reliance on Exoerts. The Trustee may consult with experts (who may be experta employed by the Company), including legal counsel, appraisers, pricing services, accountants, or actuaries, selected by it with due care with respect to the meaning and construction of this Trust Agreement or any provision hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis of the opinion of any such expert, to the extent that such action or omission does not constitute negligence or does not violate applicable inw.
13.4. Successor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust business of the Trustee shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and entitled to all the benefits and immunities hereof.
13s5. Notices. All notices, reports, annual accounts, and other communications to the Company, Investment Manager, or any other Person shall be deemed to have been duly given if mailed, postage prepaid, or delivered in hand to such Person at its address appearing on the records of the Trustee, which address shall be filed with the Trustee at the time o f the establishment of the Nonqualified Master Decommissioning Trust and shall be kept current thereafter by the Company. All directions, notices, statements, objections, and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices.
13.6. No Waiver; Reservation of Richts. The rights, remedies, privileges, and immunities expressed herein are cumulative and are not exclusive, and the Trustee and the Company 25 0
'- 1 f
- a. shall= be. entitled to claim all other rights, remedies, privileges,
'and immunities to which-it may be entitled under applicable' law, except;as may be otherwise provided by this Trust Agreement.,
13.7. Descriptive Headings. The captions in:'his Trust-
- Agreement : are solely for. convenience of' reference ' and' shall not .
define.or limit the provisions hereof.
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A ARTICLE XIV Undertakina by Comoany 14.1. Undertakina. In consideration of the Trustee agreeing to enter into this Trust Agreement, the Company hereby agrees to hold > harmless the Trustee, individually and as trustee, and its directors, officers', and employees, from and-against all amounts,-including without limitation taxes, expenses (including reasonable counsel fees), liabilities, claims, damages, actions, suits, or other charges, incurred by or assessed against it, individually or as trustee, or its directors, officers or employees, (a) as a direct or indirect result of anything done in
= good-faith, or alleged to have been done, by or on behalf of the Trustee in reliance upon the directions of any Investment Manager, J or the Company, or anything omitted, in -the absence of such directions, or (b) as a direct or indirect result of the failure-of the company, directly or indirectly, to adequately, carefully, and diligently discharge its fiduciary responsibilities with respect to the investments of Nonqualified Master Decommissioning Fund assets by an Investment Manager.
i 14.2. Limitation on Undertakina. Anything hereinabove to the contrary notwithstanding,- the Company shall have no.
responsibility to the Trustee under Section 14.1 if the Trustee knowingly participatec ~in or ~ knowingly concealed any act or omission of any Person described in such Swction 14.1, knowing that such act - or omission constituted a breach of such Person's-fiduciary responsibilities, or if the Trustee fails to perform any of.the duties specifically undertaken by it under the provisions of this Trust Agreement, or if the Trustee fails to act in conformity with duly given and authorized directions hereunder.
In addition, the Company shall have no responsibility to the
-$ > Trustee under Section 14.1 for any income or excise taxes, 5
penalties;or interest imposed against the Trustee arising from.or related to any violation of the prohibitions against self-dealing set forth in the Code by any of the Trustee's directors, officers or employees, and the payment of any such income or excise taxes, penalties or interest shall be the sole responsibility of the a Trustee.
s 3
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ARTICLE XV j i
~
Securities Landing Undertakina i 0- !
15.1 Undertaking. In the event that any loan made pursuant '
to Section 6.2(h) is terminated and the loaned securities, or any J portion thereof, shall not have been returned to the Trustee by or !
on behalf of the borrower within the time specified by the !
applicable securities loan agreement, the Trustee shall, subject :
0 to section 15.2 below, at its expense (a) replace the loaned ,
securities, or any portion theroof, not so returned, with other securities of the same issuer, class, and denomination, or (b) if it is unable to purchase ruch securities on the open market, credit ;
the Nonqualified Master Decommissioning Fund with the market value (as hereinafter defined) of such unreturned loaned securities 0- determined at the close of business as of the date on which the loaned securities should have been returned, and credit to the '
Nonqualified Master Decommissioning Trust, until such tiwe as the ,
events in (a) or b) are consummated, any dividends or interest which have accrued (on the loaned securities whether or not received '
from the borrower. -The above-referenced market value of any O .iecuritu listed on a national securities exchange shall be the last sale price on the principal exchange on which trading occurred:on -
the date the market value is determined, or if there was no sale on any such exchange on such date, the last bid price quoted. The '
market value of coeurities traded in the over-the-counter market will be determined at the last quoted bid price. Thw market,value O of securities for which market quotations are not readily available over a reasonable period of time, shall be on the basis of the last .
sale price on the exchange on which the security is listed or the last quoted bid price in the over-the-counter market, as reported by the N=*f'nal Quotation Bureat Incorporated or any successor organiac.e * -
.O 15.2 Trustee's Richts. in the event that t% Trustee shall i ba required to make any payment or incur any losa er expense in connection with any securities loan pursuant to Seewn 15.1 above shall, to the extent of such payment and/or loss or expense, be subrogsted to, and succeed to, all of the rights of the
.O Nonqualified Master Deconnaissioning Fund against the borrower under ,
j the applicable loan agreement and to the collateral securing the L borrower's obligation to the Trustee under such loan agreement.
I l :
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O 1 28 I
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IN WITNESS WHEREOF, the parties hereto have caused this Nonqualified Master Decossaissioning Trust Agreement to be executed by their respective officers thereunto duly authorized and their.
) corporate seals to be hereunto affixed and attested on the day and year first above written.
)' (Corporate Seal) GEORGIA POWER COMPANY
,G ,.'
Attestt $40nM kI /O Bys : t l NUf
)- ASSf[ ANT SECRry,.yff / ' //(Tit 1e) ,
t (Corporate Seal) BANK SOUTH, N.A.
).
Attests Mili&h J_dhti J Bys 8 -
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I EKHIBIT A MONQUALIFIED MASTER DECONNISSIONING TRUST i
.O PARTICIPATING UNITS AND OWNERSHIP INTERESTS I i
i Hatch Hatch Vogtle Vogtle '
Unit 1 Unit 2 Unit 1 MM NRC Facility Operating l License Number DPR-5/ NPF-5 NPF-68 NPF-81 i i
License Expiration !
O Date 8-6-14 6-13-18 1-16-27 2-9-29 Ownership Interest (Percentage) :
l Georgia Power Company 50.1 50.1 45.7 45.7 Oglethorpe Power r Corporation 30.0 30.0 30.0 30.0 ,
Municipal Electric Authority of Georgia 17.7 17.7 22.7 22.7 O'
City of Dalton _L,2 M M _1.d t
l 100.0 100.0 100.0 100.0 l ,
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EXHIBIT B 1
NONQUALIFIED NASTER DECOMMISSIONING TRUST SPECIMEN CERTIFICATE OF EVENTS Bank South, N.A. ;
P.O. Box 4956
) Mail Code 16 Atlanta, Georgia 30302 Attention: Trust Division Gentlemen: I In accordance with the terms of that certain Trust Agreement l
< by . and between Georgia Power Company -and Bank South, N.A., as
, Trustee, dated , I, , Secretary of Georgia Power Company, hereby certify that the following events have occurred:
- 1. Georgia Power Company is required to commence the 4 decommissioning of its facility, Unit , j located at (hereinafter ,
chiled the "decosuaissioning"), l
) 2. the plans and procedures for the couunencement and conduct ,
of the decommaissioning have been established in accordance with regulations issued by the United States ,
Nuclear Regulatory Connaission, or its successor, and
- 3. the Board of Directors of Georgia Power Company has i J adopt,d the attached resolution authorizing the comunencement of the decomunissioning. ;
)
i Secretary of Georgia Power l3 Company Date
)
G-31 7
)
EXh!IBIT C NONQUALIFIED MASTER DECOMMISSIONING TRUST SPECIMEN CERTIFICATE Bank South, N.A.
P.O. Box 4956
) Mail Code 16 Atlanta, Georgia 30302 Attention: Trust Division Gentlemen:
h In accordance with the terms of that certain Trust Agreement
- by and between Georgia Power Company and Bank South, M.A., as Trustee, dated ,I, , [ insert -
,. Treasurer or Assistant Treasurer) of Georgia Power Company, hereby certify that:
- 1. deconsnissioning of Georgia Power Company's ,
facility, Unit , located at is proceeding pursuant to a plan and procedures '
established in accordance with regulations issued by the United States Nuclear Regulat'ory Connaission, or its successor, and
- 2. the funds requested for payment or reimbursement on this date, $ , will be expended for decomuniosioning activities pursuant to such plan.
) ,
(Insert Treasurer or Assistant i Treasurer) of Georgia Power Company Date t
3 32 D
GeorGt3 Ibwer Compang 333 Pcomo'd twenue l g A?! tnta, Georgta 'A008 lelephow dikt L?6 4 B'M l
M Mng/d:ht,*
rw once um ee EXHIBIT C
/ mania Geavg;a 3030? I Geor,gia Power ,
a mchard J. PeraMng v. v if.eme , s "( , r;. tem
]
vee mes>uem w a wsarer 1
July 2, 1990 l
'V j J-I I
~i Director, Nuclear Reactor Regulation
~'
United States Nuclear Regulatory Commission Washington, D.C. 20555 i
Subject:
. Georgia Power Company Certification of Financial Assurance For Decommissioning ,
a Vogtle Electric Generating Plant, Units 1 and_2,.
'~'
Docket Hos. 50-424 and 50-425
Dear Sir:
j
- m. Pursuant to the requirements of 10 C.F.R. I 50.75(b), on '
'd behalf of Georgia Power company, I hereby certify that financial assurance for decommissioning each of the two VEGP units,-on the current' expiration date of each unit's operating license, will be provided by one or more of the
- funding methods described in 10 C.F.R. $ 50.75(e), in an 4 amount at least equal to $309,618,000 for VEGP Unit 1 and '
4 $338,432,000 for VEGP Unit 2 adjusted in accordance with the
-VEGP; Decommissioning Funding Plan filed with the NRC.
Ver t_ 1 yo rs, O' '
f.PershinAO V R.
Treasurer f
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REsoLorrows OF 1
OGLETMORPE POWER CORPORATION I
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WilEltEAS Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) (the " Corporation") is required, pursuant to regulations (the " Decommissioning Regulations") promulgated by the United States Nuclear Regulatory Commission (the "NRC"), to establish a method for providing reasonable financial assurance that adequate funds will be ovallable for the payment of the cost of decommissioning the Corporation's portions of Plants Vogtie and flatch; and WIIEREAS the Decommissioning Regulations provide that the requirement for reasonable financial assurance can be met through the establishment of a trust into which funds will be paid in
=
accordance with the Decommissioning Regulations and held
_ segregated from the Corporation's assets and outside the Corporation's administrative control (a " Decommissioning Trust Fund"); and WilEREAS the Board of Directors of the Corporation has determined that it is in the best interest of the Corporation for the Corporation to establish, in compliance with the Decommissioning
=
Itegulations, one or more Decommissioning Trust Funds, to cover each Unit of Plants Vogtle and flatch in which the Corporation owns an interest.
NOW, TilEREFORE, DE IT RESOLVED that the Board of Directors of Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation), at its regular meeting on May 14, 1990, upon recommendation of the Chairman of the Board, the Vice Chairman of the Board, and the Secretary-Treasurer, and subject to the approval of the Rural Electrification Asministration (the "REA") where required (1) Does hereby authorize and direct the President and Chief Executive Officer of the Corporation, for and on behalf of the Corporation, (a) to establish and maintain one or more Decommissioning Trust Funds, to cover each Unit of Plants Vogtle and llatch in which the Corporation owns an interest, in such form and subject to such terms and conditions as the President and Chief Executive Officer may determine to be necessary or appropriato in order to comply with the Decommissioning Regulations or otherwise to be in the b. L Interest of
- the Corporation, and (b) to amend or supplement, trom time to' time , any such Decommissioning Trust Fund for J
such purposes as the President and Chief Executive Officer may determine Le be necessary or appropriate in order to comply with the Decommissioning Regulations or otherwise to be in the brst interest of the Corporation; and 3 (2) Does hereby authorize and direct the President and Chief Executive Officer, for and on behalf of the Corporation, to select and employ, from time to time, l i
l 1
one or more banks to act as trustee, additional trustee
~
or successor or replacement trustee with respect to any
= such Decommissioning Trust Fund (singularly or collectively the " Trustee"); and (3)- Does hereby authorize the' President and Chief Executive Officer, upon consultation with the Chairman of the
__ Board, the Vice Chairman of the Board and the Secretary-Treasurer of the Corporation, and upon consultation with the Finance, Audit and Budget Committee of the Corporttion, and upon receipt of approval by the the Board of Directors, for and on behalf of the Corporation, to select and employ, from time to time, one or more_ persons or institutions to assist _and advise the Corporation with rerpect to, and, if determined to be advisable, to manage on behalf of
- the Corporation, the investment of the funds deposited in any such Decommissioning Trust Fund (singularly or collectively, the " Investment Manager"); and 3 (4) Does hereby auchorize and direct the President and Chief Executive Officer, for and on behalf of the Corporation, to causo such funds to be deposited, initially, annually and/or at such other times as the President and Chief Executive Officer determines to be
. required by the Decommissioning Regulations or
_= otherwise to be in the best interest of the Corporation, into any such Decommissioning Trust Fund, in such amounts as the President and Chief Executive Officer may determine to be required by the Decommissioning Regulations or otherwise to be in the best interest of the Corporation; and
_2
-(5) Does hereby authorize and direct the President and Chief Executive Officer, for and on behalf of the Corporation, (a) to establish and maintain for tn e Corporation appropriate policies governing th i investment of funds in any such Decommissioning Trur;
?} Fund, (b) to direct and cause the Trustee and/or ts Investment Manager to invest funds in any such
= Decommissioning Trust Fund in accordance with investment policies as in effect from time to time, and (c) to report periodically to the Board of Directors regarding such investment policies and the investment 3 of funds in any such Decommissioning Trust Fund; and a (6) Does hereby authorize and direct the President and Chief Executive Officer, for and on behalf of the
= Corporation, to take or cause to be taken any and all action as may be necessary or appropriate to apply for 3 and obtain the approval of the REA where required in connection with any such Decommissioning Trust Fund; and 8
_ ~ ._. _-_____.___.__._m...______._m___-_____.__.-_____-..-___.m______________._a_# _ _ _ _ . _ _ , . _ . _ _ , _ _ . _ _ __,.,_,_,_,_,,_,,,,,__
I I
l (7) Does hereby authorize and direct the President end ;
Chief Executive Officer, for and on behalf of the Corporation, to cause to be filed with the NRC any and ,
all . documents, certificates, instruments, agreements, a contracts and other papers . relating to any such ,
Decommissioning Trust Fund and to take any and all !
% other action as may be necessary or appropriate to JL comply with the Decommissioning Regulations and/or to obtain the' approval of the NRC where required; and ,
(8) Does hereby authorize and empower the President and Chief' Executive Officer, for and on behalf of the Corporation, to establish and agree to the form, terms and provisions of, and to execute and deliver on behalf i
of the Corporation, (a) all agreements, contracts, instruments, certificates, and papers as the President .
.and Chief Executive Officer may determine to be :
necessary or appropriate (1) to establish, maintain, '
amend and/or supplement any such Decommissioning Trust :
Fund, (ii) to appoint one or more banks to serve as the +
Trustee for any such Decommissioning Trust Fund and '
(iii) to establish arrangements with one or more persons. or institutions to serve as Investment Manager for any such Decommissioning Trust Fund, and (b) any ,
c and all other agreements, documents, instruments, certificates and papers as the President and Chief Executive Officer may determine to be necessary or appropriate to enable the Corporation to comply with :
the -Decommissioning Regulations and to carry out. the ;
intent of this resolution; and
) (9) Does hereby authorize and empower the President and Chief Executive Officer, or such employee or employees of the Corporation as the President and Chief Executive Officer shall direct, to execute, deliver and perform, -
for and on behalf of the Corporation, all other contracts, documents,
) agreements, instruments, certificates and other papers, and to take such other -
actions including, but not limited to, the expenditure of such funds, as the President and Chief Executive ofticer may determine to be necessary or appropriate to enable the Corporation to comply with the E '
Decommissioning Regulations and to carry out the intent
)L of this resolution; and (10) Does hereby authorize and empower the Officers and, subject to the direction of the President and Chief Executive Officer, the employees of the Corporation, in the name and on behalf of the Corporation and under its
)L corporate seal, if desired, attested by an appropriate Officer, if desired, to execute, make oath to, acknowledge and deliver or file any and all agreements, D
f applications, petitions, notices, declarations, orders, directions, certificates and other instruments and h papers, and to do or cause to be done any and all other acts and things as the President and Chief Executive Officer may determine to be necessary or appropriate to enable the Corporation to comply with .the Decommissioning Regulations and to carry out the intent of this resolution; and (11) Does hereby direct that the President and Chief Executive Officer, in exercising the authority vested in him by the Board of Directors pursuant to this resolution, shall report on a monthly basis all actions taken with respect to the Decommissioning Trust Fund I and shall provide to the Chairman of the Board, the Vice Chairman of the Board and the Secretary-Treasurer such additional information as they shall require in connection with the Decommissioning Trust Fund.
RESOLVED FURTHER that the final determination and approval of the
> Corporation of the form, terms and provisions of any document to be executed by the Corporation shall be conclusively evidenced by the exocution and attestation, by the President and Chief Executive Officer _and the Secretary-Treasurer, respectively, of such document, and of any document not required to be executed on behalf of the Corporation by the similar execution and I attestation of a certificate.
RESOLVED FURTHER that any action taken by the Board of Directors regarding- this issue at its regular meeting on April 9, 1990, is hereby rescinded.
1, John S. Dean, Sr., Secretary-Treasurer of the Corporation, do hereby certify that the above is a true and correct copy of a certain resolution of the Board of Directors of Oglethorpe Power Corporation (An Electric Membership Generation & Transmission l' Corporation) duly adopted at a regular meeting of said Doard, after due and proper notice, held on May 14, 1990.
This 14th day of May, 1990.
> (CURPORATE SEAL) 7/
may chn ffi Dean, Sr.
Secretary-Treasurer
o 91 9., i MASTER NUCLEAR DECOKXISSIONING TRUST AGREEMENT l x THIS MASTER NUCLEAR DECOMMISSIONING TRUST AGREEMENT (this " Agreement")~is made and entered into this cf day of *
, bft , 1990, by and between OGLETHORPE POWER
-)
- j. CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & ;
TRANSMISSION CORPORATION), a corporation organized and existing under the laws of the State of Georgia (the
" Company"), as grantor, and the Citizens and Southern Trust ;
Company (Georgia), N.A., a national banking association ;
having trust powers with its principal office located in Atlanta, Georgia (the " Trustee"), as trustee.
r I I I E E A A E I Et O
WHEREAS, the Company is a co-owner of undivided interests in, and is a co-licensee of, the nuclear 3
generating facilities described in Schedule I attached Q
heretor and
,s WHEREAS, the United States Nuclear Regulatory J
Commission (the "NRC"), an agency of the United States Government, has promulgated regulations requiring licensees of nuclear generating facilities to provide financial 4 assurance that funds will be available when needed for the d
.O.
decommissioning costs attributable to such facilities (see '
_J Title X, Chapter I of the code of Federal Regulations, Part 50, promulgated pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of ;
O- 1 1974); and l WHEREAS, the Company has elected to establish a -
O-separate trust to provide for the financial assurance l required by the NRC for the decommissioning costs j attributable to the Company's interest in each of its O nuclear generating facilities; and ,
t WHEREAS, the Company has selected the Trustee to act as the Trustee hereunder, and the Trustee 1: willing to act as ,
the Trustee hereunder, upon all of the terms, pinvisions and conditions set forth hereint
'O-NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Company and the 10 Trustee declare and agree that the Trustee will hold, administer and deliver all sums of money or other property 7 as shall from time to t)Ve be contributed to it hereunder, O~
7.N TRUST, upon all of the terms, provisions and conditions set forth herein.
0-O ,
+ - _ _ _ _ _ _ - ._. _ __ _ - . - _ - - . _ _ - -_ _ _ _ _ _ . _ --_ + - , . .
I s.
1 ARTICLE 1
~
Title - Definitions 1.1 Hama. Each trust established and maintained hereunder individually shall be known by the name set forth ,
in Echedule 1. The trusts established and maintained h'reunder e collectively shall be known as the "oglethorpe !
3' Power Master Nuclear Decommissioning Trust" and shall be referred to herein as the " Trust".
1.2 Definitions. Where used in this Agreement, unless the context otherwise requires or unless otherwise expressly provided:
0 -
t I
(a) " Accounting Period" shall mean the calendar year or the shorter period in any year in which the O Trustee accepts appointment as Trustee hereunder or ceases to act as Trustee hereunder.
nV (b) " Administrative Expenses" shall mean all reasonable, ordinary and necessary expenses incurred by any Person in connection with the operation of the ,
O Trust or any Pund, including the Trustee's fees (as agreed to from time to time by the company and the Trustee) and expenses, investment management fees, O
3
- O
T I
j-'
e I indemnification costs incurred by the Company arising j in connection _With the Trust or any Fund, legal fees and expenses, accounting and actuarial fees and '
expenses and all taxes of any and all kinds and similar .
charges (including interest and penalties associated I'
therewith) imposed, levied or assessed on the Trust or any Fund or the income or assets of the Trust or any ,
rund, under any existing or future law, domestic or foreigns orovided, however, such term shall not mean (i) Decommissioning Costs for any Facility or (ii) any excise tax imposed on any Person under Section 4951 cf
- the code or the reimbursement of any expenses in
<. connection with contesting the assertion of any such excise tax unless it is determined that such Person is not liable for such m;:04 se tax and unless such expense ;
l is considered-reasonable and necessary under Section 4951(d) (2) (C) of the Code.
i' I
(c) " Agreement" and.the terms'" hereof," "herein,"
) " hereto," and " hereunder," when used in this Agreement, shall mean and include this instrument (including all -l Schedules and Exhibits) as the same may from time to ,
) time be amended, modified or supplemented. ,
1 i
m - -
3 1
) i I
1 (d) " Asset Manager" shall mean the Trustee or an
)* Investment Adviser, individually or collectively as the.
context shall require, with respect to those assets held in a Fund or Investment Account over which it
) exercises, to the extent it is authorized to exercise, .
discretionary investment authority or control.
I) " Bank Business Day" shall mean a day on which (e) ,
the Trustee is open for business.
(f) " Board of Directors" shall mean the Board of ,
Directors of the Company. i (g) " Code" shall mean the Internal Revenue Code of'1986, as amended from time to time, and the ;
regulations promulgated thereunder. ,
) ..
-(h) " Company" shall mean Oglethorpe Power- ,
Corporation (An Electric Membership Generation &
- 3. !
Transmission Corporation), or any successor thereto.
(i) " contributions" shall mean the cash or other y property. transferred by the company to the Trustee in connection with the establishment of the Trust and any and all other cash or other property that may be 9
3 ,
- - . _ - - . _ , - - - w ------w- - - , - . , e -w., - n-- , ,- ,, ---.yu, .,w - ,,
I subsequently. transferred to the Trustee tn be held in !
the Trust.
I i
(j) " Decommission" cr " Decommissioning" shall -)
). mean all activities to remove a nuclear generating j facility safely from service and reduce residual radioactivity to a level that permits release of such i property for unrestricted use and termination of the NRC operating license for such facility. -
(k) " Decommissioning Costs" shall mean all costs and expenses incurred to Decommission a nuclear generating facility, including, expenses incurred in
)
i
, connection with the entombment, decontamination, dismantlement, removal and disposal of the structures, L
systems and components such facility. Such term ,
includes expenses incurred in connection with the preparation for Decommissioning, such as engineering !
and other planning expenses, and expenses incurred after the actual Decommissioning occurs, such as physical security and radiation monitoring expenses, ,
and all similar expenditures. Such term does not
- 5. include expenses incurred in connection with the t disposal of spent nuclear fuel.
9 0
5 D[
(1) " Directed Account" shall mean any Fund or
) ,
Investment Account, or part thereof, subject.to the ,
i discretionary management and control of the Company or i
k an Investment Adviser.
[
1-(m) " Discretionary Account" shall mean any Fund l l
or Investment Accoant, or part thereof, subject to the' ;
discretionary management and control of the Trustee. ,
4: ;
(n) " Excess Assets" shall mean assets held in any Fund in excess of the amount which, when divided by the i
- Company's share of the amount required by the NRC to l demonstrate reasonable assurance of funds for the Decommissioning of the Facility with respect to which :
such Fund is established, equals (x) the established useful life of such Facility minus the number of years o remaining of such established useful life divided by l -- (y) the established useful life of such Facility.
1.
i h (o) " Excess Funds" shall mean the assets set aside and accumulated in a Fund after its termination
- pursuant to Section 8.2.
(p) " Facility" shall mean each, and " Facilities" shall mean all, of the nuclear generating facilities, o
O-e l
7 ti F'
i it.cluding common facilities associated therewith, i r
described in schedule It each nuclear reactor located :
at a nulti-reactor facility shall be considered a separate Facility for purposes of this Agreement. f
)- :
(q) " Fund" shall nean any one of the trusts established and naintained hereunder, including (1) all !
)- i cash and other property transferred to the Trustee with respect to a separate Facility, (ii) all investments made therewith and proceeds thereof and (iii) all
[) ,
earnings and profits thereon, less payments, transfers t
or distributions as authorized herein, and " Funds" .
shall mean all of such trusts established hereunder, collectively.
L (r) " Investment Account" shall mean each pool of [
assets in the Trust in which one or more of the Funds !
~
l i
has an interest during an Accounting Period.
l l:
b " Investment Adviser" shall mean a domestic
- , (s) l bank or insurance company or an investment adviser who i
is registered as an investment adviser under the 3
Investment Advisers %7t of 1940. '
3 O
-_- ._ _ _ . - - - . . _ . _ . . _ _ _ .__a
L (t) " Investment Vehicle" shall mean any common, D
collective, or commingled trust, investment company, corporation functioning as an investment intermediary, or other entity or arrangement to which, or pursuant to D.-
which, assets of a Fund may be transferred or in which the Fund has an interest, beneficial or otherwise.
D' (u) "NRC" shall mean the United States Nuclear Regulatory Commission, an agency of the United States Government, or any successor thereto.
Di (v) '" Person" shall mean the NRC, the Company, the Trustee, an Investment Adviser, or a natural person, D trust, estate, corporation of any kind or purpose, mutual company,-joint-stock company, unincorporated organization, association, partnership, joint venture, D-employee organization, committee, board, participant, beneficiary, trustee, partner or venturer acting in an individual, fiduciary or representative capacity, as 9 the context may require.
(w) " Trust" shall mean the master nuclear D decommissioning trust established hereunder and shall include each Fund established hereunder.
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l (x) " Trustee" shall mean the citizens and {
b Southern Trust Company (Georgia), N.A., as trustee of f the Trust, and any successor thereto as provided.for in l Section 7.2.
(y) " Valuation Date" shall mean the last day of f each calendar month. !
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The plural of any term shall have a meaning corresponding to l the singular thereof as so defined and any neuter pronoun *
} used herein shall include the masculine or feminine, as the context may require. Wherever the term " including" is used in this Agreement, such term shall not be construed as ,
)' limiting the generality of any statement, clause, phrase or term. .
I ARTICLE 2
< Establishment - Purpose - Valuation 2.1 Establishment of Trust and Seoarate Funds. The company hereby delivers, grants, conveys, releases, assigns L and transfers to the Trustee the cash and property described lm - i
- E in Schedule II attached hereto, and the Trustee hereby .
agrees to ho)d, administer and deliver said cash and property, together with all other Contributions, and the ,
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.) I income and gains realized thereon, DI TRUST, in accordance J ,
with the terms, provisions and conditions of this Agreement.
The. Trust shall at all times be maintained as a domestic l i
trust in the United States. The Trustee shall establish and J
maintain hereunder a separate Fund for each Facility. Each , ,
1 Fund established hereunder shall constitute a separate trust and shall be maintained pursuant to this Agreement. The j O
Trustee shall maintain separate records for each Fund and j
- shall credit thereto its proportionate share of all income and gains of the Trust and charge thereto its proportionate share of all Administrative Expenses and losses of the Trust. To determine the proportionate share of income and ,
gains or Administrative Expenses and losses to be credited O
or charged to a Fund, the Trustee shall separately credit each item of income and gain and separately charge each item .
i of Administrative Expense and loss in the same proportion as
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each Fund's assets giving rise to such item of income, gain, [
I Administrative Expense or loss bears to the aggregate assets of all of the Funds giving rise to such item. Unless '
O otherwise instructed in writing by the Company, the Trustee shall not be required to segregate or separately invest assets of the Funds, it being intended that the assets of
'O the Funds may be commingled in the Trust and maintained, invested and reinvested as a common pool.
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2.2 Purpose. The Trust is established and maintained
.to fund the Company's share of the Decommission ing Costs ]
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associated with the Facilities and to comply with all applicable NRC regulations. Each Fund is established and ;
) maintained for the purpose of funding the Decommissioning Costs for the Facility with respect to which such Fund is established and maintained. Except as may otherwise be permitted by the terms of this Agreement, at no time prior to the satisfaction of all of the Decommissioning costs of the Facility with respect to which a Fund has been
) established and maintained hereunder, shall any part of such Fund be used for, or diverted for, any other purpose. No third party shall have access to any Fund except as provided 1
3 in this Agreement nor shall the assets of any Fund be subject to the claims of general or secured creditors of the Company.
l-2.3 gontributions to the_-Tn131 From time to time, l
the company may make contributions to the Trust. The O Company shall set forth in writing to the Trustee the amount of each Contribution and the portion of each contribution to be allocated to each Fund. The Trustee shall acknowledge in 3 writing to the Company receipt of all Contributions and the allocation of such Contributions emong the Funds. The Trustee shall have no responsibility to any Person (a) for O
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enforcing payment of any contribution to the Trust or for
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the timing and amount thereof, (L) for the adequacy of the !
Trust or the funding standards adopted by the Company to meet or discharge any Decommissioning costs or other b;
liabilities in connection with any Facility or (c) for the -
satisfaction by the Company of the requirements established by the NRC for the Decommissioning of any Facility. If the j company in its sole and absolute discretion determines any assets in any Fund to be Excess Assets, the Company shall deliver a certificate to that effect advising the Trustee of the amount of the Excess Assets and the Fund or Funds involved and the Trustee shall pay over to or on the order of the Company the amount stated therein.
2.4 Interests in Investment Accounts. The Trustee ;
shall maintain a separate account reflecting the interest of ;
each Fund in any Investment Account. An Investment Account ,
may be divided into one or more sub-funds or accounts or described in a different manner on any books kept by the Trustee without in any way affecting the duties or responsibilities of the Trustee under the provisions of this ,
Agreement.
2.5 Valuations. The Trustee shall determine the value of the assets of each Fund as of each Valuation Date and
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shall in the normal course issue monthly reports to the Company within twenty (20) days after each Valuation Date indicating.the value of the assets of each Fund (including the value of the interest of each Fund in any Investment b !
Account). Assets will be valued at their market values at the close of business on the Valuation Date or, in the absence of readily ascertainable market values, at such !
values as the Trustee shall determine in accordance with methods consistently followed and uniformly applied.
Anything in this Agreement to the contrary notwithstanding, i k with respect to assets constituting part of a Directed Account, the Trustee may rely for all purposes of this t
Agreement on the latest valuation and transaction information submitted to it by the Company or the Investment l Adviser responsible for the investment of such assets even if such information predates the valuation Date. The !
Company shall provide, and will cause all Investment Advisers to provide, the Trustee with all information necessary for the Trustee to discharge its obligations to value such assets and to account under this Agreement.
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i ARTICLE 3 3' Trust Payments ,
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3.1 Payment for Decommissionina. The Trustee shall ,
i make payments from the Fund established with respect to a ,
Facility to the Company, or to any other Person designated by the Company, for the Decommissioning of a such Facility, !
7.
upon presentation to the Trustee of the following:
(a) In connection with the first payment of
'7 Decommissioning Costs for such Facility, a certificate duly executed by the President or the Secretary of the company in the form, and attesting to the occurrence of -
Q: the events, set forth in the specimen certificate attached hereto as Exhibit At and O (b) In connection with each payment of Decommissioning Costs for such Facility, a certificate in the form set forth in the specimen certificate O attached hereto as Exhibit B and attesting to the following conditions with respect to such Facility:
.i (1) that Decommissioning is proceeding pursuant to a plan established in accordance with L
NRC regulations, and 0
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G (2) that the funds withdrawn will be l expended for activities undertaken pursuant to such'Decommissiening plan 3l .
-i and identifying the Person (which may include the l company) to whom the payment is to be made and the ;
3 amount of cash to be paid or the property to be t
transferred. i The Trustee may rely conclusively on any such certificate and shall have no duty to make any independent inquiry or investigation before acting upon any direction contained ,
C) therein.
3.2 Pavnent or Reimbursement of Administrative ,
- O Expenses. Upon the written approval of the company, which shall not be unreasonably withheld or delayed, the Trustee !
shall pay monies from each Fund for the Administrative-
'O' Expenses of such Fund. The Trustee shall have no lien, i security interest or right of offset whatsoever upon any of the assets of the Trust for the payment of fees and expenses for services rendered by or on behalf of the Trustee under I, this Agreement.
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3.3 Payments Pursuant to MRC Direction. In the event of the Company's failure to direct Decommissioning with respect to any Facility, the Trustee shall nahe payments from the Fund established with respect to such Facility, to
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such P6rsons as the NRC shall difect in writing, to provide .
for the payment of the Decommissioning costs of such Facility and for the payment of the Administrative Expenses
).- i of such Fund. 1 l
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3.4 Resoonsibility for Decommissionina. The Trustee
) shall not be responsible for the Decommissioning of any Facility,'nor for the application of the assets helu in a Fund established with respect to a Facility and distributed
) to the Company for the payment of the Decommissioning Costs ,
of such Facility. In the event the NRC shall direct the Trustee to make payments pursuant to Section 3.3, the
) Trustee shall not be liable with respect to any act or omission to act by it made in good faith at the direction of ,
the NRC.
.I 3.5 Excess Funds. Upon the termination of any Fund pursuant to Article 8, the Excess Funds, if any, shall be
)
paid by the Trustee to the Company or disposed of in accordance with the directions of the Company. Such dispositions may include the transfer of all or a portion of D
- 4. 1 such assets to (a) another funding method considered-
< 1 acceptable by the NRC for providing financial assurance of the~ availability of. funds for Decommissioning or (b) another funding method-for financial assurance maintained by any h
successor to the Company incideM to the transfer or -
= disposition by the Company of all or a portion of its ownership interest with. respect to a Facility. If the 2
Company elects to transfer all or any portion of a Fund establir>*J With respect to a Facility into a separate trust-for the benefit of the Company's successor in interest to. ,
such T5cility, the. company shall so notify the Trustee in writing. The Trustee may enter into a separate trust agreement with the company's successor in interest
).
containing substantially the same terms set forth herein and shall transfer the amount stated in such notice to the separate trust. In the event that the Company's successor d-
selects another trustee to administer the separate trust,
-the Trustee shall. transfer the amount specified in such notice to the other trustee, and the Trustee shall have no
). further duties or obligations with respect to the amount transferred or with respect to the separate trust.
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ARTICLE 8
, ID3'estment of Trust Assets 14 . 1 Investment by the comDany. Anything herein to the.
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contrary notwithstanding, unless and until otherwise
' instructed by the company, the Trustee shall invest and reinvest all of the assets-held in the Trust as directed by 9 the Company.
4.2 ADoointment of Asset Manaaer. The company shall have the right, from time to time, to appoint and remove one
- or-more Asset Managers for.the assets held in the Trust or l - any pc-tion or portions thereof and to direct the
[h' segregation of any:part or all of the Trust into one or more
' Investment Accounts to be managed by such Asset Managers.
The Company, in its sole discretion, may determine the terms E) and conditions of the appointment of, the retention of, the investment authority of, and the allocation to, any Asset Manager. The Company shall promptly notify the Trustee in I)' writing of the appointment.and removal of an Asset Mhhager and the terms and conditions of the investment authority
- granted to any Asset Manager (including any modifications
)' thersto). As long as the Trustee has not been notified in writing by the company of an Asset ranager's removal the m
' Trustee may rely upon the directions of such Asset Manager.
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-The Trustee ~shall have'no-duty or obligation'to review the assets _from-time.to time comprising a-Directed Account, or to make'any recommendations with respect to the acquisition, retention and disposition thereof. The Trustee shall advise
'the Company and.any Investment Adviser of information it receives'from an issuer or similar source regarding calls, redemptions, purchase offers and similar matters relatingito
- assets held irt any Directed Account. Asset Managers-shall discharge their duties under this Agreement with the care, skill, prudence and diligence under the circumstances then prevailing that.a prudent. man acting in a like capacity and familiar-with such matters would use in the conduct'of an enterprise of like character and with like aims.
4.3 Investment Discretion. Subject to the provisions hereof, the assets of the Trust shall be invested and 3
reinvested, without distinction between principal and income, at such time or times in'such investments and pursuant to such investment strategies or courses of action 0
in and such shares and proportions as the Company or Asset f
. Manger responsible therefore, in its sole discretion, shall deem advisable. The Company, however, may limit, restrict 3
or impose policies, guidelines or procedures affecting the exercise of the authority of any Asset Manager. Any limitation, restriction, policy, guideline or procedure 4
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Dj w applicable to the Trustee, as Asset Menager, shall be g-communicated'in writing to the Trustee. The Company shall
'be responsible for communicating, and monitoring = adherence to, any_ limitation, restriction, policy or procedure imposed' p .-
on any Asset Manager other than_the Trustee.
4.4- Reliance on . rue Comoany and Investment Advisers.
~
r The Trustee shal1 have no liability or responsibility to the Company or to the Trust for acting on the direction ~of, or for failure-to act in the absence of directions from, the D Company or an Investment Adviser with respect to a Directed Account. The Trustee shall-be required under this Agreement to execute documents, to settle transactions, to take action
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on behalf of or in the name of the Trust and'to-make.and receive payments.at,the direction of the Company:or any Investment Adviser. Any such direction of the Company or an Investment Adviser shall constitute a confirmation to the Trustee (a) that any contract, . agency, joinder, adoption, participation agreement, assignment, or other document of any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the Company or the Investment Adviser, as the case may be, and, to the extent it deems advisable and prudent, their counsel; (b) the2 such instrument or document is in proper form for execution by the Trustee; and (c) that all acts to perfect l
L and protect the Trust's rights have been taken, and the.
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Trustee shall have no duty to zake any independent inquiry or investigation as to any of the foregoing before acting upon such direction.
J 4.5 Responsibility for Selection of Aaents. All transactions'of any kind or nature in or from~a Directed
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Account shall be made upon such terms and conditions and from or through such principals and agents-as the company or an Investment Manager,.as the case may be, shall direct.
)
Otherwise, no such transactions shall be executed through the facilities of the Trustee, except where the. Trustee shall make available its facilities culely for-the purpose 7
of temporary investment of cash reserves of a' Directed Account.
J 4.6 Investment Vehicles. Any Investment Vehicle, or
- interest therein, acquired by or transferred to the Trustee upon the directions of an Investment Adviser or the company
)
shall,be~ allocated to the appropriate Directed Account, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected 1
thereby. The Trustee shall be responsible solely for the safekeeping of the evidence of the Trust's ownership of or interest or participation in such Investment Vehicle.
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4.7L Restrictions on Transfer. Nothing herein shall be deemed-to empower an Investment Adviser to direct the Trustee to transfer any asset of a Directed Account to-itself except for the purpose described ~in Section 5.l(g). .
ARTICLE.1 m
Powers of the Company - Asset Manaaers - The Trustee 5.1- Asset Manacer Powers. Without in any Way limiting O- -the powers and discretion conferred upon the company or:any Asset Manager by or pursuant to any other provision of this Agreement'or by law, the company, and each Asset Manager O:~
with the prior written consent of the company, shallsbe vested with the following powers and discretions with respect to the assets of the Trust-subject to its management' O and control,,and, with respect to a Directed Account, upon the direction of the company or an Investment Adviser, the
' Trustee shall make, execute, acknowledge, and deliver any.
O~ and all documents-of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable the company or the Investment Adviser, as the case O may be, to carry out such powers and discretions; O
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(a) to sell, exchange, convey, transfer or-
' - other41se dispose of any property by-private contract or at.public auction, and no person dealing with.the '
Civ;any or an Asset Manager shall be bound to. see to the application of the purchase money orLto inquire-
- nto the validity, expediency, or propriety'of any such sale or other disposition;
, (b) to enter into contracts or to make e
commitments either alone or in company with others to sell or~ acquire property;
-(c) to vote upon any stocks, bonds, or other securities (but subject to the suspension of any voting rights as a result of any broker loan or similar agreement); to give general or special proxies or-powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate.
discretionary powers and to pay any assessments or charges in connection therewith; and generally to
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W li) exercise any of the powers of an owner with respect to stocks, bonds,-securities, or other property; (d)~ to invest in a fund consisting of securities issued by corpcIations and selected and retained solely because of their inclusion in, and in accordance with,-
one or more commonly used indices of such-securities, with the objective of providing investment results for the fund which approximate the overall performance _of such_ designated index; (e) to purchase units or certificates issued by an investment company, pooled trust or comparable entity; (f) to loan securities to brokers or dealers or other borrowers under such terms and conditions as the Company or the Asset Manager, in its absolute
_ discretion, deems advisable, to secure the same in any 3,
manner _ permitted by law and the provisions of this
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Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of ard voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove
. granted, to hold any property deposited as collateral
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O by the borrower pursuant to any loan-agreement in-bulk, Ch together with the unallocated interests of'other lenders, Land to retain any such property upon the default of the borrower, whether or not investment'in such property is authorized under this Agreement, and to-receive compensation therefor out of any amounts paid by or charged to the account of the borrower; and:
(g) to transfer assets of a Fund to a common,-
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collective or commingled trust fund maintained by an Asset Manager ^or an affiliate of an Asset Manager or by another trustee who is designated by the company, to be held and invested subject to all of the terms and
_3 -
conditions thereof', and such trust shall be deemed
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" adopted as part of the Trust to the extent that assets of a Fund are invested therein.
0
- 5.2 Powers of the Trustee. The' Trustee is hereby authorized
O-
-5 (a) to register any securities held in any Fund in its own name or in the name of a nominee, to hold CT:
any securities in bearer form, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in 0
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other, fiduciary.or representative capacities-or'as agent for customers, or to deposit or to arrange for the deposit of such securities in any. qualified central depository even though, when so deposited, such securities,may be merged'and held in bulk _in the name of the nominee of.such depository with other securities deposited therein by other depositors, or,to deposit or 1
arrange for the deposit of such securities-issued by
-the United States Government, or-any agency or instrumentality thereof, with a Federal Reserve Bank, D -
- but the= books and-records-of the Trustee shall at all times show that all such investments.are part of such Fund; D
(b) to employ suitable agents, depositories, and counsel, domestic or "oreign,-and to charge their D
reasonable expenses and compensation =against the Funds, and to confer upon any such depository the powers.
conferred upon the Trustee by Section t. 2(a), as well B:
'as the power to appoint subagents and depositories,
'wherever situated, in connection with the retention.of securities or other property; D:
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(c) to deposit funds in interest bearing account deposits maintained by or savings certificates issued D ,
= - - - _ _ - _ - _ _ _ - _ _ - _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ _ _
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by the Trustee, inLits-separate corporate' capacity, or
- in any other banking institution affiliated with the.
Trustee;-
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(d) upon the prior written consent of the Company,-to-compromise or otherwise-adjust all claims in favor of or-against any Funds (e) upon the prior written consent of the company, to maintain and operate one or more market inventory-funds as a vehicle to exchange securities among Funds without alienating the property from.the Trust; and S
(f) to-make any distribution or transfer of assets authorized under Article 8 in cash or in kind as 9
the Trustee, in its absolute discretion, shall-determine and, in furtherance thereof, to value such-assets, which valuation shall be' conclusive and binding-9 on all-Persons.
5.3- Duty to Enforce Claims. Except to the extent that 9
any law or regulation may provide or require otherwise, the Trustee shall have no duty to commence or maintain any action, suit or legal proceeding on behalf of the Trust on 9
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account of.or with respect to.any investment made in or for a Directed Account unless the Trustee has been directed to do'so by the company.or an Investment Adviser, as the. case may'be, and unless the Trustee is either:in potsession of funds sufficient for such purpose or unless it has been .
s indemnified by the Company or an Investment Adviser, as the
- case may be, to the Trustee's satisfaction, for counsel-
- fees, costs and other expenses and liabilities to which it, in.its sole judgment,-may.be subjected by beginning or maintaining such action, suit or legal proceeding.
5.4 -Transactions with Third Parties. No Person or organization dealing with the Trustee hereunder shall be required to inquire into or investigate its authori"/ for-entering into any. transaction or to see to the application of the proceeds of any such transaction.
2 5.5 Exoneration from Bond and Court Returns. The i
-i Trustee shall not be required to give-bond or surety and shall'not be required to file any inventory or appraisal or any annual or other return or reports with any court whatsoever.
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- O ARTICLE 6 Records-and-Accounts of Trustee O
6.1 Records. The Trustee shall keep accurate and detailed accounts of all investments, receipts,
- disbursements and other transactions in each Fund and all
(( accounts, books and-records relating thereto shall be opened to inspection and audit at all reasonable times during normal business hours by any Person designated by the O Company.
6.2 Annual Account. Within sixty (60) days following Oi the close f each Accounting Period, the-Trustee shall file with the Company a written account setting forth the receipts and disbursements of each Fund and the investments (j: ~and other transactions effected by it upon its own authority or pursuant to the directions of the Company or any Investment Adviser.
(*)s 6.3 Judicial Accountina. Nothing herein shall in any
.w ay limit the Trustee's right to bring any action or
({ proceeding in any court of competent jurisdiction to settle its account cnr for such other relief as it may deem appropriate.
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6.4 Fecessary Parties. -Except to the extent that any_
g law or regulation may-provide otherwise, no' Person other
-than the Company shall be a necessary partyLin any.
proceeding under Section 6.3, may require the-7lustee to account,-or may institute any other-action or proceeding
- against the Trustee or the Trust, u.
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- 6. 5. Essoonsibility for Notices and Filinas-with the b NRC and the Internal Revenue Service.- Subject to Section 6.1, the Trustee-shall not otherwise be responsible !
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with respect to any Facility to give or apply for any notices, to make any filings or to maintain any records !
required-by the NRC or the Internal Revenue Service, all of which, for purposes of this Agreement, shall be.the l
' responsibility of the Company.
t DL ARTICLE 7 ,
Removal ~or Resianation of Trustee a:
n :7'.1 Removal or Resianation. Subject to the provisions of Section 7.2, the Trustee may be. removed by the Company at any time upon thirty (30) days' notice in writing to the i l
Trustee, or upon such lesser or greater notice as the Company and the Trustee may agree. Subject to the provisions of Section 7.2, the Trustee may resign at any
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' time upon thirty (30) days' notice in writing.to the G,
Company, or upon such-lesser or greater. notice as the Company _and the Trustee may agree.
9-7.2 Desianation of Successor Trustee. Upon the removal or resignation of the Trustee, the Company shall
-(a) appoint a successor trustee who shall have the same powers and duties as those conferred upon the Trustee
hereunder or (b) direct the Trustee to transfer the trust assets'directly-to the trustee of another trust; and upon O
' acceptance'ofisuch appointment or transfer by the successor or other trustee, the Trustee shall promptly assign, transfer and pay over the Trust to such successor or other trustee. The removal or resignation of the Trustee shall
-become effective only upon the acceptance by such successor
~
or other trustee. If in the event of the removal or of resignation of the Trustee the company cannot or does not act promptly to appoint a successor trustee or direct the transfer of the Trust assets to another_ trust, the Trustee O
may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to O"
and: paid as an Administrative Expense.
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1 ARTICLE 8 Amendment'or Termination 8.1 -Amendment. The Company reserves the right at'any tiue and from. time to time-to amend, in whole or in part, any or all of the provisions of this Agreement by notice
-thereof in writing delivered to the Trustee; provided, however, no amendment which materially increases the 20 expenses or-responsibilities of the Trustee may be made unless adequate provisions are made to compensate the 3 .TrusteeLfor such increase and the Trustee is able,Lwith reasonable effort, to comply with its duties as amended.
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0 Each Fund shall terminate upon the 8.2 Termination.
earlier to occur of:
-Q substantial completion of the Decommissioning (a) of the Facility with respect to which the Fund was established and maintained, as evidenced by a O certificate of the Company given to the Trustee; I
(b) the sale or other disposition by the company
'O- . of all or any portion of its interest in a Facility
- with respect to which the Fund was established and maintained; crovided, however, in the event of a O.
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b . .
I partialisale of-any Facli.ity, the,related Fund shall
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terminate only-DIE rata; g
. (c): notice from the Company-to the Trustee that the Fund _is no longer. required under applicable NRC' regulations; I
(d)- the distribution.for the purposes of the
-Trust of_all of the assets in the Fund; or y
'(e) the twenty-first anniversary-of the date.of the death of the survivor from among a class consisting of all of the descendants of the late Joseph P.
- Kennedy,-the former Ambassador to the Court of Saint-4 -James, who are living-on the date of the establishment-of such. Fund.
9
~ The termination of any Fund hereunder shall not affect or cause the termination of the Trust or any_other Fund established and maintained hereunder, and the Trust shall terminate only when all of the Funds have terminated.
9-
-8.2 Trustee's Authority to Survive Termination. Until-the final' distribution of each Fund, the Trustee shall continue to have and may exercise all of the powers and SJ L
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g discretion _ relating thereto conferred upon it by this F
Agreement.
r, ARTICLE 9 Gi "
Authorities .
9.1 Company. Whenever the provisions of this 9;
' Agreement specifically require or permit any action to be-taken by;"the Company," such action.must be authorized or ratified by the-Board of Directors or by any officer,-
O employee or other representative authorized by the. Board of DirectorsLto act on behalf of the Company. The Secretary, from time to time, shall' certify to the Trustee, in writing, O the officer (s), employee (s) and other representative (s)
. authorized by'the Board of Directors-to act on behalf of the Company.. Until1the Trustee receives a certificate from the O Secretary certifying the termination of the' authority of any such officer, employee or other representative, the Trustee may rely upon the directions of such officer, employee or O other representative.
9.2 Investment Adviser. The Company-shall cause each 04 Investment Adviser to furnish the Trustee, from time to time, a duly executed certificate setting forth the names and signatures of those Persons authorized to direct the Q:
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D? - Trustee on its behalf hereunder, and the Trustee shall be protected'in relying on all directions and instructions received from-any such Person or Persons.
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-9.3' Continuation of Authority. The Trustee shall have the right toLassume,--in.the absence.of written' notice to the:
31 contrary, that no event terminating-or modifying the authority of any Person, including any Inve.stment Adviser or any Person designated-under Section 9.2, has occurred.
D 9.4 Form of Communications. Any agreement between the Company and any Person-(including any Investment Adviser) or D- any ther provision of this Agreement to the contrary notwithstanding, all notices, directions and..other-communications to the Trustee shall be in writing or in such B: ther form, including transmission.by electronic means through'the facilities'of third parties or otherwise, specifically agreed to in writing by the Trustee, and the g; . Trustee shall be fully protected in acting in accordance
. therewith, g
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9.5 No Oblication to act on Unsatisfactory Notice.
The Trustee shall incur no liability under this Agreement for any failure to act pursuant to any notice, direction or g other communication from any Asset Manager, the Company or 9
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t, t.y any other Person:or the designee ofiany'of them unless and-until it shall have received instructions in form s tisfactory to it.
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ARTICLE 10
" General Provisions Op 10.1 Governinc Law. This Agreement shall be administered,-construed and enforced according to the laws of the State-of' Georgia, 10.2 Entire Acreement. The Trustee's duties and responsibilitles to the company or any Person interested in.
any of the-Facilities shall be limited to those specifically set'forth in this Agreement,-except as may otherwise be-provided-by applicable-law.
10.3-Reliance on Exoerts. The Trustee may consult with 4
experts (who may be experts employed ~by the company or an Investment Adviser), including ' legal counsel, appraisers, pricing services, accountants or actuaries, selected-by it vith due care with respect to the meaning and' construction 0",
of this Agreement or any provision hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis of the opinion of
-3Y-04
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g any:such expert, to the extent that such action or omission does.not constitute negligence or'does not violate applicable law.
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.10.4 Successor to the Trustee. Any successor, by
~ merger or otherwise, to substantially all of the trust business of the. Trustee shall automatically and without g
further action =become the Trustee hereunder, subject to all the termsfand conditions and entitled to-all the benefits and-immunities hereof.
10.5 Notices. All notices, reports, annual accounts,
~
and other communications to the company, an Investment g
- Manger,.or any other Person shall be deemed to have been-duly given'when mailed, postage prepaid, or delivered in hand to such Person at'its address appearing on the records of-'the Trustee,-which address shall be filed with the Trustee at the time of the establishment of the Trust and
~
shall be kept current thereafter by the company, the Investment Manger or such other Person. All directions, notices, statements, objections, and other communications to the-Trustee shall be deemed to have been given when received by the Trustee at the following address:
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Citizens and Southern' Trust Comnany
- 3) 33 North Avenue. Suite 700 Atlanta. Georcin 30308 Attn! Olen C. Unrren ,,
10.'6 No Waiver t Reservation of Richts. _ The rights, S. 4 remedies,-privileges, and immunities expressed herein are cumulative,and are not exclusive, and the Trustee and the
- Company shall be entitled-to claim all other' rights, G .
remedies, privileges, and immunities to which it may be entitled under applicable law, except as may be otherwise provided by'this' Agreement.
9.
'10.7 Descrictive Headinas. _The captions in this Agreement are solely-for convenience of reference and shall O
not define or. limit-the provisions hereof.
IN WITNESS WHEREOF, the parties hereto'have caused-this O
Agreement to-be executed by their respective officers thereunto duly authorized and their corporate seals to be O.
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- . hereunto affixed >and attested on the day-and year first above written.
-_ OGLETHORPE POWER CORPORATION (AN'
- ' ELECTRIC MEMBERSHIP GENERATION & "
TRANSMISSION CORPORATION)'
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tie:'Socretarv-Treasuf g (CORPORATE SEAL) 2 CITIZENS AND SOUTHERN TRUST COMPANY 4
(GEORGIA) N.A.
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(5.0) P( G 05/C:/WP50/PAF/DECOM/ TRUST.AGT e
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Facilities Docket License License Ownership Number Number Expirason Date Name of Faculty Name of Fund Interest 30.0% Edwin L Hatch Nuclear Plant G6 io.g Power Nuclear DPR August 6,2014 Decommissioning Trust - 50M1' Unit No.1 5 Hatch Unit 1 50 366 NPF-5 June 13,2018 Edwin L Hatch Nuclear Plant Oglethorpe Power Nuclear .
30.0% Decommesioning Trust -
Unit No. 2 Hatch Unit 2 50424- NPF-68 January 16,2027 Alvin W. Vogtle Nuclear Plant .G62.u.pa Power Nuclear 30.0% Decommssioning Trust -
Unk No.1.
vogrie Una 1 50 6 NPF.81 February 9,2029 AMn N. Vogne Nuclear Plant Oglettape Pow Nuclear 30.0% Decommissioning Trust -
Unit No. 2 vogne Una 2
- . _ . _ ...i
SCHEDULE T
!m , Wire Transfer from Trust Company (ABA #061000104), account number
- 8800-599 634, in total amount of $30,343,313.00, to be distributed among the Funds as
' follows:
7 Name of Fund initial Contribution
- Oglethorpe Power Nuclear 8 15,485,000.00 Decommissioning Trust Hatch Unit 1 4 - Oglethorpe Power Nuclear 8 11,334,489.00
. Decommissioning Trust - Hatch Unit 2 Oglethorpe Power Nuclear . $ 2,639,679.00
- Decorr.missioning Trust Vogtle Unit 1 Oglethorpe Power Nuclear .
$ 884,145.00 Decommissioning Trust - Vogtle UNt 2
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- - - - - - - ---x._ . _ . . - . _ _ _ _ - _ _ _ _ _ _ _ _ __
!' ,i-1 EXHtBff 'A' Ctm6CATE OF EVENTS k [Name and Address of Trustee)
Gentlemen:
In accordance with Section 3.1(a) of that certain Master Nuclear Decommissioning .
Trust Agreement, dated ,1990, by and between Oglethorpe Power Corporation O.
(An Electric Membership Generation & Transmission Corporation) (the ' Company') and
, as Trustee, I, [ President or Secretary) of the Company, hereby '
certify that the following events have occurred:
- 1. The Company is required to commence the decommissioning (the
' Decommissioning *) of its interest in Plant , Unit _ (the ' Facility *);
Oi
- 2. . The plan for the Decommissioning of the Facility has been established in accordance with regulations issued by the United States Nuclear Regulatory Commission, or its successor; and
- 3. The Board of Directors of the Company has adopted the attached resolution O authorizing the commencement of the Decommissioning of the Facility.
T . WITNESS my hand this day of , 19_. .
O
[ President or Secretary)
Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation)
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- 03BURSEMENT CERTIFICATE
[Name and Address of Trustee) 0' Gentlemen:
In accordance with Semion 3.1(b) of that certain Master Nuclear Decommissioning
' 1990, by and between Oglethorpe Power g Trust Agreement, dated- ,
Corporation (An Electric Membership Generation & Transmission Corporation) (the -
' Company') and , as Trustee, I, (Treasurer, Senior Vice President, Finance or Vice President, Finance) of the Company, hereby certify the following:
- 1. - The decommissioning (the ' Decommissioning') of the Company's interest in Plant - , Unit ,,_,, (the ' Facility') is proceeding pursuant to a plan g established in accordance with regulations issued by the United States
- Nuclear Regulatory Commission, or its successor (the ' Plan');
- 2. , The funds requested for payment or reimbursement on this date ($ 1 will be expended for the Decommissioning of the Facility pursuant to the Plan; and
- 3. The funds are to be paid (and you are hereby directed to disburse such .
funds) in such amounts and to such persons or entities as are set forth on Exhibit 1 hereto.
'O : WITNESS my hand this day of - ,19 (Treasurer, Senior Vice President.
O Finance or vice President, Finance)
Ogiethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation)
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Oglethorpe Power Corporation 21(X) East Exchange Place P.O. Box 1349
} <:- *i i ' nicker, Georgia 3(Kmfel349 (404)270-7600 er EXHIBIT E a
Certif1 cation-of Financial Assurance I of Oglethorpe Power Corporation July 2, 1990 D
Director,' Nuclear RO ctor Regulation-United States Nuclee.r r.egulatory Commission Washingtor.,:D.C. 205b5
SUBJECT:
Oglethorpe-Power Corporation. Certification I of Financial Assurance For: Decommissioning
'.Vogtle: Electric 1 Generating Plant,-Units 1 and 2, Docket Nos. 50 '.24 and 50-425.
Doar. Sir D Pursuant to t.he requirements of 10 C.F.R. S 50.75(b), on
- behalf of-Oglethorpe Power Corporation, I hereby-certify that
. financial assurance-for decommissioning-each of the two-VEGP units,-on the= current expiration'date of each unit's operating license, will be provided by one or more.of the funding methods described.in-10'C.F.R. S 50.75(e), in an' amount at least equal to D - >' --$203,250,000 for VEGP Unit 1 and $222,165,000_ for.VEGP Unit 2 adjusted in:accordance with the VEGP Decommissioning Funding Plan filed with-the NRC.
&Very truly yours, D.
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L PreT51denf/CEO V D
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An Electric Membership Cooperative
- -.i.-------........ . - - , , , , .
T 3 RESOLUTION FOR PROPOSAL AT REGULAR BOARD MAM11NG OF MUNICIPAI, ELECTRIC AUTilORITY OF GEORGIA JANUARY 17, 1990 RE: Decommissioning Trusts WHEREAS, the Nuclear Pegulatory Commisajon has pre-scribed rules for the establishmer.t of exter nal trusts to provide funds to pay the costs of decennissioning the radio-active portions of nuclear power plants; and WilEREAS , these rules require that such trust funds be outside. of the direct control of the owner of the nuclear power
~
plant; and WilEREAS , the Authority now provides for the funds to
[ pay the costs of decommissioning its' ownership shares of Plants 11atch and Vogtle within the Decommissioning Accounts of the Power Revenue Bond Resolution and thi General Power Revenue m
. Bond Resolution; and U."EREAS, the Authority h:3 determined to comply with the prescribed NRC rules by the establishment of two external trustat (1) one trust to provide the funds- to pay the Author-
-ity's costs of decommissioning the radioactive portions of the plants; and (2) a second trust to provide the funds to pay the Z
_, Authority's costs of decommissioning the non-radfpactive portions of the plants', as well as make up any deficiency in
= the amounts required to decommission the radioactive portions; 7
and
1 a o i e L:
1 WHEREAS, said trusts will be initially funded with amounts now in the respective Decommissioning Accounts; I e.. !
NOW, THEREFORE, BE IT RESOLVLD:
]
- 1. The Authority hereby finds and determines that it i
is proper and feasible to provide for the future decommission-ing of its ownership interests in Plants Hatch and Vogtle by the establishment of two trusts as follows: ,
(a) Decommissioning Trust For The Edwin I. Hatch and Alvin W. Vogtle Nuclear Plants (" Decommissioning Trust")
for the purpose of providing the funds to pay the cost of i decommissioning the radioactive portions of the nuclear plants !
in compliance with the rules of the NRC; and (b) Decommissioning Trust No. 2 For The Edwin I.
i Itatch and Alvin W. Vogtle Nuclear Plants (" Decommissioning ;
Q i Trust No. 2)(also collectively known as the " Trusts"), for the purpose of providing the funds to pay the costs of decommis-sioning the non-radioactive portions of the nuclear plcnts, 3'
together with any additional amounts required to decommission ,
radioactive portions which are not sufficiently funded in the foregoing trust.
- 2. The Authority hereby finds and determines that the amounts in the Decommissioning Account in the Reserve and Contingency Fund established by the Power Revenue Bond O.
Resolution, and the amounts in the Decommissioning Account in -
the Reserve and Contingency Fund established by the General ,
Power Revenue Bond Resolution, at December 31, 1989, are no O
0 1737q
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longer required following the establishment and funding of the
- . Trusts, and. said funds shall be transferred from said accounts
) upon receipt by the Authority of the approval of the Consulting Engineer required by subsection 7 of Section 510 of the Power Revenue. Bond Resolution, and subsection 7 of Section 510 of the
)
r- Oeneral Power Revenue Bond Resolution.
- 3. The Authority shall deposit, concurrently with of s
transfer of funds out of said Decommissioning Accounts, the approximate amount of $19,477,000 into the Decommissioning Trust and the approximate amount of $19,134,000 into the Decommissioning Trust No. 2, plus accrued interest thereon from
) January 1, 1990 to the date of transfer.
- 4. The Decommissioning Trust is hereby approved in substantially the form of the draft designated Exhibit "A"
)- attached hereto, and the Decommissioning Trust No. 2 is hereby approved in substantially the form of the draft designated Exhibit "B" attached hereto. The President and General Manager with the advice of the General Counsel is hereby authorized to make such changes, additions or deletions to said drafts as may be required in their opinions to complete them in final form '
1 for execution, and. when so finalized, the Chairman or Vice Chairman, Secretary-Treasurer or an3 Assistant Secretary-Treasurer ore hereby authorized and directed to execute, and to j
place the saal of the Authority thereon, and to deliver said Trusts on behalf of the Authority. Said Trusts shall be
! effective as of January 1, 1990.
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- 5. The Citizens & Southern National Bank is hereby i
appointed Trustee of each trust upon the uses and terms and
) conditions contained therein, and the President and General Manager is authorized to execute a contract or contracts with ,
tt Trustee for it: compensation as Trustee. !
]: 6. The President and General Manager and any other (
Authorized Officer of the Anthority are hereby authorized to take, with the advice of the General Counsel, such other and further action as may be reasonably required in the opinion of
^
the General: Counsel to place said Trusts into offeet and to
.s accomplish the required f111ngs and other action required by the rules of the NRC in order to accomplish and maintain compliance with such rules with respect to the Decommissioning ,
Trust, and to maintain and administer the Decommissioning Trust
) No. 2.
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SECRETARY TREASURL S CERTIFICATE The foregoing is a true and correct copy of a Resolution approved and adopted by the Municipal Electric Authority of Georgia In a public
). meeting properly and lawfully called and assembled on January 17,1990, the original of which Resolution has been entered in the official records of the Authority under my supervision andis in my official
) possession, custody and control.
)
b $w +~N SECRETARY-TREASURER 2
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MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA ;
. DECOMMIS,*i10NING TRUST FOR !
t THE EDWIN 1. HATCH AND ALVIN W. V0GTLE NUCLEAR PLANTS .
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- . Effectire January 1,1990 t
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TABLE OF CONTENTS ,
EArag I ARTECLE I. TRANSFER AND ACCEPTANCE j
, 1.1- Transfer to Trustee.................................... 2 1.2 ' Acceptance by Trustee.................................. 2 l 1.3 Instruments of Furt).or Assurance....................... 2 ARTICLE!!. DEFINITIONS
, 2.1 Certair. Terms Defined.................................. 2
- 2.2 Meaning of Other Terms................................. 4 ,
i i
ARTICLE Hl. PURPOSE OF TRUST AGREEMENT; ESTABLISHMENT OF )
SEP.AMATE TRUSTS ,
i 3.1 Intent and Purpose of Trust Agreement................... 4
- 3.2 Separate Trust Funds................................... 5 ;
3.3 Separate Records. Comingling of Investments. . . . . . . . . . . 6 ,
ARTICLEIV. DISPOSinYE PRGY:SIONS
- l. 4.1 Payment of Nuclear Decomissioning Costs. . . . . . . . . . . . . . . 6 4.2 Defaults of Authority.................................. 6 ARTICLE V. GENERAL PROVISIONS RELATING TO THE TRUST l t
5.1 Alterations and Amendments............................. 7 (J
5.2 Additions to Trust...................................... 1 5.3 Re tur n o f Ex c e s s Funds . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ;
5.4 No Transferability of Interest in Any Trust............. 8 5.5 No Authority to Conduct 1usiness....................... 8 i
ARTICLE VL TERMINATION
). 6.1 Time o f Te rmi na ti o n . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 6.2 Distribution of Trust Assets Upon Termination........... 9 l 6.3 Ce rti f ication by Authori ty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ;
6.4 Continuation of Trust Tor Winding Up................... 9 ARTICLE VII. GENERAL PROVISIONS RELATED TO THE TRUSTEE y.
7.1 Management of Trust Property........................... 10 7.2 Compe n s a ti o n o f T r u s te e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 7.3 Payment of Espenses of Administration.................. 10 1
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DE0atilSSIMING TitlST AMEERElfT THIS TRUST AGREEMENT (" Agreement") made and entered into this
)_ day.of , 1990, ef fective as of the 1st day of January, 1990, by and between the IRANIClPAL ELECTRIC AUTHORITY OF WiORGIA, a public body corporate and politic and a public corporation ;
organized and existing under and by virtue of the laws of -the State of i Georgia ("the - Authority"), as Grantor, and TE CITIZENS Ale 90UTE994 !
4ATl0NAL BAIG(, Atlanta, Georgia, a banking association having trust .
)_ nowers with its principal office located in Atlanta, Georg a (the l
' Trustee"), as Trustee.
N .l I N E S S E I 11: )
3 THAT WHEREAS, the Authority is the owner and 1l consee of certain undivided interests, as hereinaf ter - set out,. In each of .the nuclear
(- plants and associated facilities hereinafter described; and ;
WHEREAS, the Authority's interest in the plants and associated 1 facilities presently _ is subject to re by the. United States Nuclear Regulatory Comission (the "NRC")gulttion, an agency of the United States jovernment; and
! WHEREAS, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, the NRC has promulgated d.
regulations in Title 10 Chapter 1 of the Code of Federal Regulations, .
( Part 50, which require that a holder of, or an applicant for, a license
( to operate a' nuclear power plant provide certain financial assurance that ,
funds- will . be available when needed for required decomissioning costs i
-and activities; and l WHEREAS, the Authority, in order to comply with the foregoing ;
regulations, and in order to provide the required levels of funding for its prorata share of the future decomissioning costs of the plants and ;
i associated facilities hereinaf ter described, desires to establish this trust and to place funds hereunder to provide such financial assurance
- L for future decomissioning costs and activities for the Authority's L ~ undivided interests in the plants and associated facilities and common facilities hereinafter described; and j
b WHEREAS, the Authority has selected the Trustee to act as the Trustee hereunder; and ;
WHEREAS, the Trustee is willing to act and serve as Trustee hereunder upon the terms, provisions and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Authority hereby agrees to convoy, and the Trustee hereby agrees- to accept, all that property specifically set forth and described in Schedules A through D attached hereto and by reference made a part hereof, to have and hold the same in trust, f
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nevertheless, for the uses and purposes and subject to the terms, ?
t provisions, conditions and powers hereinafter set forth, 1
ARTICLE I
).. TRANSFER AfD ACCEPTANCE Jm
. 1.1 Transfer to Trustee. The Authority hereby grants, ,
releases, assigns, transfers, conveys and delivers unto the Trustee all of that property specifically set forth and described in Schedules "A", i k "B", "C" and "D" attached hereto and by reference incorporated herein and J made a part hereof, which Schedules bear the signature of an authorized of ficer of the Authority and the Trustee, to have and to hold the same in trust for the uses and purposes and subject to the terms, provisions, conditions and powers hereinafter set forth. .
1.2 Accentance by Trustee. The Trustee hereby acknowledges receipt of all that property described in and on Schedules "A", "B", "C"
~
and "D", and the Trestee hereby agrees to hold, manage and distribute the
' same as f rom time to time constituted, upon the terms, provisions and ,
conditions hereinafter set out.
_ - 1.3 Instr .~. t a of Further Amauranca. The Authority wiiI, upon reasonable request of the Trustee, executou acknowledge and deliver such further instruments and do such further acts as may be necessary or ,
proper to transfer any of the property Intended to be covered hereby and to vest in the Trustee, its successors and assigns, the Trust Property. ,
ARTICLE ll
)-
DEFINITIONS ;
t 3 2.1 Certain Te t_ma Defined. For all purposes of this Agreement, unless context atherwise requires, the following terms shall have the following meaning;: :
(a) "Agreep n i", " Trust Agr_ .t" and the terms "he r eo f '_' , "heretW , " hereto" and " hereunder", when used in this Agreement shall mean and include this Agreement as the same may from time to time be amended, modified or supplemented.
I (b) "Authoritv" shalI mean the Municipal Electrie Authority 0- of Georgia, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia, and its successors or assigns.
(c) " Code" shall mean the Internal Revenue Code of 1986, as the same may be an.o?rded f rom time to time.
g (d) "ConsultJng Eraginent" shall mean the engineer or engineering firm or corporation at the time retained by the Authority, pursuant to Section 708 of i ts Power Revenue Bond Resolution adopted August 30, 1976, as supplemented and amended from time to time.
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(e) "Deceemlaalonian hats" shall mean the Authority's costs and' expenses incurred or to be incurred in the future to remove the plants and associated f acilities hereinaf ter described, including all .
common facilities associated with each such Plant, safely f rom' service ,
) and to reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of an NRC operating >
license.
(f) "Diaburs---.t certificais" shall mean a document properly completed and executed by an authorized representative of the Authority
) and delivered to the Trustee, certifying that the amounts shown therein to be paid are Decommissioning Costs incurred hereunder, in substantially the form attached hereto as Exhibit "1".
(g) "Eimd" shall mean any one of the separate trust funds established hereunder, and "Eunds" shall mean all of the trust funds
).' established hereunder, collectively.
(h) " Future Orders" shall mean any orders of the NRC or any successor agency having jurisdiction over the Authority's interests in t i the Plants, which are applicable to the Authority.
(i) " investment "- .manf" shall mean any fiduciary or fiduciaries designated at an Investment Manager hereunder by the
- Authority.
(j) "MC" shall mean the United States Nuclear Regulatory.
Commission, an agency of the United States Government, and its succeesors '
and assigns.
! (k) " Elan 1" shall mean the Authority's undivided interests in and to each, and " Plants" shall mean the Authority's undivided
- Interests in and to all, of the nuclear power plants and facilities listed and described herein, as such list or description may be supplemented from time to time by the Authority by written notice to the Trustee, and shalI mean and include alI common facilItles associated with each such Plant and f acility. Each unit of a multi-unit nuclear power '
- plant- site shall be considered as a separate plant for the purposes of this Agreement.
(l) "hansfer certiflente" shalI mean a document properly
. completed and executed by an of ficer of the Authority and cielivered to .
the-Trustee, certifying that the amounts shown therein are required to be i i transferred to a third party as Transfer Payments, and that the amounts are required to be used for Decomissioning Costs of Plant Vogtle, Unit One or Unit Two, in a manner approved by the NRC.
)
(m) "hansfar Payments" shall mean paymenta required to be ,
made by the Authority for Decommissioning Costs from amounts in the Vogtle One Trust and the Vogtle Two Trust, pursuant to Section 9(f) of the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase, Amendment, Assignment and Assumption Agreement between Georgia Power
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Company and the Authority dated November 16, 1983, as amended by'Section 2(d) of Amendment Number One, dated April 9, 1985. >
- i (n) " Trust" shall mean each, and "Trusta" shall mean all, ;
O' of :the separate Funds created and established hereunder as listed on the ,
separate schedules attached to this Agreement, as sut.h schedules may be '
supplemented f rom time to time by the Authority by written notice to the l Trustee-. ;
i t
- (o) "Trustas" shall mean The Citizens and Southern National !
O sank, Atlanta, Georgia, the original Trustee named herein, and its ;
successors and ass'sne, wnid, shall be deemed to Include any bank or
- trust company into which it may hereaf ter be merged or consolidated. .
Trustee shall also mean any successor Trustee subsequently appointed ;
under the provisions of this Agreement, t
~O (p) " Trust Estais" 'or " Trust Proner_ty" inall mean all of :
the property held from time to time by the Trustee v.eder this Agreement. !
(q) " Trust Manles" shall mean all cash, dividends, income, j interest, proceeds and other receipts of or from the Trust Estate. ,
I (r) "sithdr-t certifiente" shall mean a document properly
- O
< completed and executed by an authorized representative of the Authority -
and delivered to the Trustee, certifying that the amounts shown therein i have been paid by the Authority- as Decommissioning Costs hereunder, in j substantially the form attached hereto as Exhibit "2".
~
j 10 2.2 inn of Other Terms. Except when the context l otherwise requires, words importing the singular number shall include the plural number and vice . versa, and words importing persons shall include firms, associations and corporations. All references herein to Articles, Sections and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Agreement; and the words t
" hereof", "hereby", " hereunder" and words o f' similar O- "herein",
import refer to this Agreement as a whole and not to any particular 1 Article, Section or subdivision hereof.
ABTlfMF 111 ,
P11REQSE_0E_IRIELAEESHI; O- ESTABLISMAENT OF SEPARATE TRLISTS 3.1 In. tent and Purpose of Trust Agtenaartt. The Authority's
- intent in establishing the Trusts is to provide the funds required by the NRCfor contemplated future Decommissioning Costs associated with its ,
prorata undivided interest in the Plants herein described, in order to
- O' provide assurance to the public, as represented by the NRC, that the
. Plants will be safely removed f rom service and that residual radiation will be redurd to permit release of the property for unrestricted use, and to comp!y alth the applicable NRC regulations and with any Future Orders with respect to such decommissioning. Therefore, the Authority ,
intends that the Trusts continue until such time as all of its 1
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requirements or costs are satisfied, as decommissioning obligations, determined by the Authority, or until such later time as the NRC in the ;
Plants determines that such deconsnissioning obligations have been i satisfied and that the Trusts are no longer required. Toward those ends,
) the purpose of this Trust Agreement is to provide the NRC-mandated funds for the contemplated future Decommissioning Costs related to the ,
Authority's undivided interests in the Plants herein described, in order ;
to provide assurance to the public, as represerited by the NRC, that the ;
Plants will be safely removed f rom service and that - residual radiation will be reduced to permit release of the property for unrestricted use,
)
+
and to comply with the applicable NRC regulations with respect to such decomissioning , and the Trust Property and all not income therefrom shall be held and distributed for such purposes only, and for no other i uses or purposes, and upon termination as hereinafter provided, all Trust Property and Funds not so used, if any, shall be returned to the ,
y Authority, j 3.2 Separate Trust Funds. The- Trustee shall initially establish four (4) separate Trusts hereunder, one for each Plant as .!
hereinafter described, each such Trust to be known as follows:
l (a) "Municloal Electric Authority of Georata Decommissionina
) Trust For The Edwin ~l. Hatch Nuclear Plant Unit ib .~ 1 - The Hatch One I
Trust". The Authority is the owner of a seventeen and seven-tenths aercent (17.7%) undivided interest in the Plant and associated facilities snown as Hatch One, which consists of the nuclear power facilities identifled and described in License Number DPR 57 lasued by the NRC, which license currently expires August 6, 2014.
h
- - (b) "Municloal Electric Authority of Georgia Decommissioning i s' Trust For The Edwin 1. Hatch Nuclear Plant Unit No. 2 - The Hatch Two l Trust". The Authority is the owner of a seventeen and seven-tenths percent (17.7%) undivided interest in the Plant and associated facilities g known as Hatch Two, which consists of the nuclear power facilities l
Id1ntitled and described in License Number NPF 5 issued by the NRC, which j license currently expires June 13, 2018.
(c) "Municloal Electric ___Autho11 tv of Georgia Decommissioning l
Trust For The Alvin W. Vogtle Nuclear Plant Unit No. 1 - The Vogtle One j Trust". The Authority is the owner of a twenty-two and coven-tenths >
l percent (22.7%) undivided interest in the Plant and associated facilities r, known n Vogtle One, which consists of the nuclear power facilities identif,ed and described in License Number NPF 68 lasued by the NRC, which license currently expires January 16, 2027.
(d) "Munlcloal Electric Authority of Georola Decommissioning h
Trust For The Alvin W. Voatie Nuclear Plant Unit No. 2 - The Voatle Two l' Trust". The Authority is the owner of a twenty-two and seven-tenths
, percent (22.7%) undivided interest in the Plant and associated facilities known as Vogtle Two, which consists of the nuclear power facilities identified and described in License Number NPF 81 issued by the NRC, y which license currently expires February 9, 2029.
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c Tie Authority holds its interest in each of the Plants described in /.c) and (d), above, in two projucts, known as Project One and Project 1 Four, and li order to allocate further specific Funds and Decommissioning Cor.ts, the 'irustee shall establish and maintain appropriate records and
! accounts undt,r both the Yogtle One Trust and Vogtle Two Trust to reflect ,
thu separate projects under each.
, 3.3 * = rate Reaards. e incline of Investments. The inl>lal contribution by the Authority to each of the four (4) Trusts is described on Schedules "A" through "D" he reof , and the Trustee shall maintain separate records _ for each Trur,t and shall credit thereto the prorata share of all income of the Trast Funds and charge thereto the prorata share of all expenses (othe' than expenses attributable to a particular Plant which shall be expe.tses charged to the Trust named for such Plant) and any losses. However, unless otherwlae instructed in writing by the Authority, nothiny -contained in this Section 3.3 or D elsewhere herein shall be deemed to require the Trustee to segregate or '
invest separately assets of the Trust Funds, it being Intended that the assets of the Trust Funds may be held, managed, invested and reinvested in undivided interests in the same property, but shall not be required to ,
be so maintained or invested.
ARTICLE IV DISPOSITIVE PROVISIONS Pavnent of h inar t+= lasionian Costs.
4.1 The Trustee shall make payments of Decomissioning Costs for ar.y Plant from the j corresponding Trust in accordance with the following procedures:
(a) Disburraments to Third Parties. The Trustee shall make -
, payments of Decoursissioning Costs to any person (other than the Authority) for goods provided or labor or -other services rendered to the Authority in cor.nection with the decomissioning of a Plant 'in accordance with a Disbureement Certificate from the Authority. -
(b) Re i mbu r semant__in._.the Authority. The Trustee shall make payments to the Authority in reimbursement of Decommissioning Costs actually incurred by the Authority, and paid to any other person, in accordance with a Withdrawal Certifleste from the Authortty.
(c) Transfers by the Author!tv. The Trustee shall make ,
payments to the Authority (and no other person shall be authorized to obtain such payments from the Trustee) for the purpose of making Transfer Payments pursuant to a Transfer Certificate from the Authority.
3 The Trustee shall be under no duty to inquire into the correctness or _ accuracy of matters contained in any properly executed Disbursement Certificate, Withdrawal Certificate or Transfer Certificate.
4.2 Default by Authority In the event of the Authority's failure, whether by default or inability, to exercise any of its rights g or obligations under this Trust Agreement, the NRC may assume any and all 0-
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1 of such rights and/or obligations as the NRC may, in its sole discretion, j deem necessary, or appropriate, and the NRC is made a beneficiary of the '
Trusts for this purpose. If, pursuant to the terms of.this Section 4.2,
' the NRC assumes any rights and/or oblIgatlons of the Authority hereunder, ;
.) the NRC shall provide the Trustee with written notification of any such I assumption. Thereafter, the Trustee shall make payments from the Funds, j as the NRC shall direct in writing, solely for: (1) payment of the ;
I Decommissioning Costs covered by this Trust Agreement; and (ii) payment of all other expenses incurred by the Authority or. the NRC in the 1 discharge of any obligations under this Trust Agreement, in addition,
-). the Trustee shall refund to the Authority any amounts as the NRC shall :
specify la writing as no longer. required to provide for Decommissioning l Costs, and upon such refund, suct
- mounts shall no longer constitute part of the Funds, in the event it becomes necessary for the NRC to undertake any rights or_ obligations of the Authority pursuant to this Section 4.2 !
the Trustee shall not be liable with respect to any action taken or 0 omitted to be taken by it in good faith at the direction of the NRC. .
t MITICLE V GENEFiAL. . PROV 1 S 10NS . RELAT I NG ..TO _THE . TRLIST 5.1 Alterations and N + - .is . The Authority and the -
h Trustee understand and agree that - modi fications or amendments may be required to this Agreement f rom time to time to ef fectuate the purposes l
e of this Agreement and to comply with amenoments to or changes in NRC rules and regulations, any Future Orders, and any other changes in the laws applicable to the Authority, the Plants or the Trusts. One of the purposes of the Trusts is to comply with applicable NRC regulations, and h the Authority expressly reserves the right to amend and modify the Trust Agreement to conform as necessari or appropriate to any rulings or
! requests of the NRC applicable hereto. The A.uthority and the Trustee may I
amend this Agreement to the extent necessary or desirable to of fectuate such purpose or to comply with such Future Orders or changes. This ,
!. Agreement also may be modifled or amended to ef factuate the handling of t
[ Investments and administrative reports and details. Any modification or amendment to this Agreement shall be by an instrument in writing signed
- by the Authority and the Trustee. The Trustee shall have no duty to i inquire or make any investigations as to whether any proposed amendment .
l- is consistent with this Section, and the Authority shall furnish the g~ Trustee, if it so requests, with an opinion of legal counsel that any L such amerdment does not violate the rules und regulations of the NRC, and I that al' necessary approvals to such amendment have been obtained; L provided, however, in any such event, the Trustee may decline to adopt
! any surn amendment, if such amendment materially increases the expenses I or rerponsibility of the Trustee and no adequate provision is made to g compr,nsate the Trustee for such increase, or if the Trustee would be ,
i unPble, with reasonable effort, to comply with its duties as to be paended.
5.2 Addltlens to Trusts. From time to time prlor to the termination of any Trust hereunder, the Authority may make, and the 3 Trustee shall accept, additional contributions of funds to such Trust, '
provided such property is acceptable to the Trustue, to be held
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. hereunder. The making of a contribution by the Authority shall constitute the certification of the Authority that all necessary consents and approvals to such contribution, if any are required, have been !
) abtained.
Return of Er=== Funds. From time to time prior to the l 5.3 !
termination of any Trust hereunder, the Authority may determine that the i
. funds in such Trust exceed the amount required for the Decommissioning l
, Costs of the related Plant. Upon delivery of a written certification of !
the Authority to the Trustee stating that an amount in a Fund is not
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L needed to pay the Decomissioning Costs of the related Plant, specifying ,
the amount and the Trust or Trusts involved, and requesting payment of '
such excess amount, and upon the delivery of an appropriate concurrence of the Consulting Engineer that the amount in the Fund is not needed to pay Decomissioning Costs of the related Plant, the Trustee shall ,
j distribute such excess amount to the Authority. The delivery of such a ;
[ certificate by the Authority shall constitute the certification of the :
- Authority that all necessary orders, consents and approvals to such ;
distribution have been obtained and that >ayment of such excess amount -
will not violate any rt'les or regulations o1 the NRC. i 5.4 No__Trana ferabi li ty of Interest in Any Trust.
I interest of the Authority in any Trust hereunder is not transferable, The whether voluntarily or involuntarily, by the Authority, nor subject to :
- the claims of general or secured creditors of the Authority; provided, l however, that any credltor of the Authority as to which a Disbursement Certificate for a Trust has been properly completed and submitted to the Trustee may assert a claim directly against such Trust in an amount not O-
- to exceed the lesser of the amount specified in such Disbursement Certificate or the amount of such Trust then available to pay
- Decommissioning Costs. +
5.5 No Authority to_Comhtc1_ Business . The purpose of this Trust Agreement is limited to the matters set forth herein and this
- g Agreement shall not be construsd to confer upon the Trustee any authority to cond'rct business.
4 l ARTICLE _1L TEftilNAl l0N O 6.1 Ilpe of Termination. Each separate Trust hereunder shall continue until terminated upon the first to occur of the following events:
(a) Upon the substantial completion of the nuclear decommissioning of the Plant for which a separate Trust is created and named hereunder, as evidenced by a written certification of such 9 substantial completion executed by the Authority and delivered to the Trustee, stating that the Trust is no longer required to be maintained under the rules and regulations of the NRC.
1 (b) Upon the sale or other dispositlon by the Authority of its LO interest in the Plant for which a separate Trust is created and named i
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hereunder, as evidenced by a written certification of such sale or other ;
dispos
- tion executed by the Authority and delivered to the Trustee, j that such sale or other disposition does not violate any rules or ;
statir; regulat ions of the NRC and directing.the distribution of the Trust Funds, ;
I whether to the Authority or to or for the benefit of the entity ,
succeeding to the Authority's interest in the Plant. l (c) Upon an applicable rule or order of the NRC, or a' final ;
decision of any court of competent jurisdiction, that a trust fund for a Plant for which a Trust is created and named hereunder is no longer :
required, but in such event only upon notification by the Authority to i f the Trustee that the Authority desires to terminate such Trust, l i
t (d) Upon the distribution for the purposes of such Trust as provided herein of 'all or substantially all of the assets and property '
l then held by the Trustee in a separate Trust created and named hereunder.
p The termination of any separate Trust hereunder shall not affeet ,
nor cause the termination of this Trust Agreement or any other separate :
Trust hereunder, and this Trust Agreement shall terminate when all of the separate Trusts hereunder have terminated and all assets held by the Trustee hereunder have been distributed.
6.2 Distribution of Trust Annets Unan Termination. Upon t l termination of each separate Trust hereunder, the Trustee shall i n
-distribute the entire remaining amount of and all assets then held by it t In such Trust, if any, including all accrued, accumulated and undistributed net income, to the Authority, or as the Authority may direct, 7 i
t L 6.3 certification bv Authoritv. Anything herein to the l l
contrary notwithstanding, in connection with any termination under the ,
l- preceding subparagraphs of this Article VI, the Trustee shall act only t
- upon (a) an order of the NRC, or any court of competent jurisdiction, having jurisdiction over the Authority's interest in the Plants,
- i. specifically authorizing- such distributlon, or (b) the Authority having ,
l furnished the Trustee with an opinion of legal counsel to the effect that l
no such orders are necessary to authorize such distribution or that all :
necessary orders, consents and approvals to such distribution have been (
.obtained, in addltlon, by cortificetlen to the Trustee hereunder the Authority shall direct the Trustee under which of the preceding subparagraphs a termination has or is about to take place, shall request -
the Trustee to make a termination distribution hereunder and shall direct the Trustee. as to the delivery of any property to be distributed; it being understood and agreed by the Authority that the Trustee shall be under no duty or obilgation to inquire into or determine when and if a <
.- termination has occurred hereunder and that the Trustee shall make any L .
terminating distribution only in rellence upon the Authority's o certification and the order or opinion referred to above.
6.4 CoatlDustion of Trust For Windina Un. After the y termination of any separate Trust or of all of the Trust Funds, and for b
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'the purpose of liquidating and winding up its af f airs, the Trustee shall cont'nue to act as such until its duties have been fully performed. Upon the distribution of all of the Trust Estate for the purposes of this Trust; or to the Authority, and the payment and discharge of all debts, 3 liabilities and obligations of the Trust Agreement, the Trustee shall have no further duties or obligations hereunder.
ARTICLE Vil i
34 7.1 7- 7.t of Trust Prenertv. The Trustee shall hold, manage, invest and reinvest the Trust Property and shall accumulate in the Trust and prorata in each separate Trust all not income, after payment of expenses and other disbursements as herein provided, f rom the Trust and add the same to - the principal upon the receipt thereof. The Trustee accepts and undertakes to discharge the Trusts created by this 3- Agrsement, upon the torms, provisions and conditions hereof.
7.2 > ==tlan of Trustem. The Trustee shall receive as .
Its compensation ior its services hereunder those amounts as set out and l agreed to in a letter of even date herewith from the Trustee to the l Authority signed by the parties hereto. Such compensation may be i 3 adjusted from time to time in the future in such amounts as may be agreed 1 upon in writing by the Tructos and the Authority. 'l i 1 7.3 Pa. .t of 5 m- of m inistration. Subject to the written approval of the Authority, which shalI not- be unreasonably withheld or delayed, the Trustee shall be authorized to make payments O from the Trust Estate of all administrative costs reasonably incurred by it in the performance of its duties under this Agreement including, but not limited to, Trustee's fees, legal, accounting and actuarial expense,
! reasonable out-of-pocket expenses and other incidental expenses incurred ,
l by the Trustee in connection with the administration of this Trust and each separate Trust. The Trustee is also authorized to make payments 3 from the Trust Estate of all administrative costs incurred by or on
- behalf of the Authority including, but not limited to, the fees and i expenses of accountants, actuaries, attorneys, consulting engineers, ;
[
Investment Managers, and other consultants, advisors and agents, general
- administrative fees and costs, and any other fees and expenses determined by the Authority to be appropriate for payment f rom the Trusts, upon 9 written request from the Authority, or to reimburse the Authority therefor upon its written request. All such administrative expanses of a general nature shall be allocated proportionately among the Trusts
- j. established hereunder, and the Trustee shall maintain such records as are '
necessary to reflect the allocation of costs and expenses in accordance with this Section.
! 7.4 Financial Stat o ta. A-: = m ta and Ranorta. The Trustee L shall keep accurats and detailed records and accounts of all investments, -
! receipts and disbursements and other transactions hereunder and all accounts, bookt and records relating thereto shall be open to inspection '
and audit at all reasonable times by any person designated by the Authority.
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l 7.5 El;exlal Riat- .ta . The Trustee shall f urnish ' monthly financial statements for each Trust to the Authority not later than the seventh (7th) business day of the following month, or at such other less
). frequent interval as the Authority may require. The financial statements shall show the financial condition of the Trust, including without
' limitation, the market value of the assets, and the receipts, income, expenses, disbursements and other transactic.ns of each Trust for the period since the preceding statement. Any such financial statement may be approved by the Authority by written notice to the Trustee or by I failure to object to such financial statement within six (6) months of the delivery of the annual audit of the Authority. The approval of any such financial statement shall constitute a full and complete discharge of the Trustee as to all matters set forth in such financial statement; provided, however, that the foregoing shall not rolleve or absolve the Trustee f rom any liability associated with a f ailure to perform its I fiduciary responsibilities. The financial statements of the Trusts shall be audited annually by the Independent certified public accountants then employed by the Autherity or by other independent certifleci pubiic accountants selected by the Authority for such purposes, and the Trustee agrees to make available and furnish such information as may be required g
for such audit and to cooperate fully therein.
7 ,6. Tar Information Returns and other N rts. The futhority represents to the Trustee that it believes the Trusts are exempt from taxes under current law and regulations. However, the Trustee agrees to prepare or cause to be prepared such income or other tax information returns and reports as may be required from time to time, D and shall provide copies thereof to the Authority in advance of their filing for review by the Authority. The Trustee shall provide to the Authority all s tatWnents , documents, lists, or other information reasonably requested by the 1.uthority. The Trustee shall also sign all such information returns which may be required and file them or cause g
them to be filed with the approprlate government agencies. The Trustoo shall cooperate with all requests made by regulatory agencies and shall provide copies to the Authority in advance of all information I,ubmitted to regulatory agencies. At the Authority's request, the Trustee shall testify with respect to the Trusts and the Trust Fund in proceedings before regulatory agencies.
E Trapaw ilena Third Partlas. person or 7.7 alth No organization dealing with the Trustee hereunder shall be required to inquire into or to investigate its authority for entering into any transaction or to see to the application of the proceeds of any such transaction.
7.8 Exone.tailen fram nond and court Raiurns. The Trustee shall not be required to give bond or surety and shall not be required to file any inventory or appraisal or any annual or other returns or reports with any court whatsoever; provided, however, that the Trustee shall furnish the financial statements and reports to the Authority as provided D in Sect!ons 7.5 and 7.6.
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7.g N ml of Trustaa. The Authority may at any time remow the ' Trustee then serving and appoint a qualifled successor Trustee by instrument in writing eigned by the Authority and deIivered to the then
)- serving Trustee, which instrument shall designate and appoint the successor Trustee and which shall be of factive no later than sixty (60) days from the date thereof or upon such shorter notice as may be designated by the Authority to the Trustee, provided that the successor '
Trustee has signified its acceptance of such appointment by instrument in writing delivered to the Authority and the then serving Trustee. Any Trustee so removed shall promptly deliver all property then held by it k,
hereunder to the successor Trustee so appointed and shall thereaf ter be .'
relieved of any further duties and obligations hereunder.
7.10 Batigna.tjan of Trustee. Any Trustee then serving hereunder may at any time resign upon sixty (60) days' notice, or upon ,
such shorter notice as may be acceptable to the Authority, by an instrument in writing, signed by it and delivered to the Authority, and :
! such resignation shall become effective upon the a pointment of the
! qualified successor Trustee by the Authority as provide herein. ;
f 7.11 '=Ine - .i of t === =a r Trustee. In the event the :
5 Trustee should so resign, then the Authority shall appoint a successor !'
(~ .
> Trustee, by instrument in writing, signed by it, and delivered to such i I successor and to the Trustee. Should the Authority fall or refuse within i ninety (90) days so to appoint such successor, then such successor may be
- appointed by order of the Superior Court of Fulton County, Georgia, upon i application of the Authority, or the then serving Trustee or of any person interested in the Trusts.
! 7.12 : --- tance of ^7=Inht by S ====ar A- Trustee. Any '
L successor Trustee s pointed hereunder shkil execute an Instrument l
accepting- such appointment hereunder and shall deliver one counterpart b ..
thereof to the Authority and, in c:se of a resignation or removal, to the ,
f retiring Trustee. Thereupon such successor Trustee shall, without any n further act, become vested with all the estates, properties, rights, '
powers, trusts, and duties of its predecessor in the Trusts hereunder with like ef fect as if originally named Trustee herein; but the retiring
- Trustee shall nevertheless, when requested in writing by the successor
(
Trustee or the Authority, and upon payment of lawful charges and disbursements then unpaid, if any, execute and deliver an appropriate instrument or instruments conveying and transferring to such successor
- Trustee upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of such retiring Trustee, and shall duly L
assign, transfer, and deliver to such successor Trustee all property and j- money held by it hereunder.
, 7.13 L - amor Trustee. No successor Trustee shall be required to inquire into or audit the acts or doings of any predecessor :
Trustee or to make any claims against any predecessor Trustos, and any successor Trustee shall have and may exercise any and all of the powers, privileges, insnunities and exemptions herein conferred upon the original
)
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Trustee as fully and to the same extent as if such successor originally had been named as a Trustee hereunder.
1 7.14 .nellr.a en Riat - .t by Trustee. Any person dealing
)- with the Trustee shall be fully protected in relying upon the Trustee's certificate that it has authority to take any action under this Trust Agrsement, i
. 7.15 Mllemtion of money naid or transferred to Trustee. No person dealing with the Trustee shall be required to follow the application by the Trustee of any money or property which may be paid or transferred to the Trustee.
7.16 Futura Orders. The Authority shall promptly advise the
- Trustee. In writing of the existence of any Future Orders having the I effect of imposing new or different responsibilities on the Trustee under h this Agreement.
! 7.17 Certain nuties and n== m albilities of the Trustee.
I
- i. (a) In the absence' of bad faith on its part, the Trustee may l conclusiv>aly rely u on certlilcates or opinions furnished to the Trustee h and conforming to t a requirements of this Agreement; but Ir. the case of 1
' any such certificates or opinions which by any provisiot hereof are l specifically required to be furnished to the Trustee, the Trustee shall ;
have no duty to examine'the same to determine whether they conform to the I requirements of this Aqreement unless the representative of the Trustee
{ involved with the cert ficate in question has actual knowledge that any '
statement made therein is not true.
I (b) No provision of this Agreement shall be construed to relieve the Trustee f rom liability for ts own negligent action, its own
! negligent failure to act, or its own willful misconduct, except that O (1) this Subsection shall not be constructed to limit the effect of Subsection (a) of this Section; (ll) the Trustee shall not be liable for any error of judgment made in good faith by a responsible of ficer of Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or was otherwise negligent in making the
! Judgment; and (ill) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial
- g liability in the performance of any of its duties hereunder, or in the i exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
- .. against such risk or liability is not reasonably assured to it.
7.18 Certain Riehta of Trustee. Except as otherwise provided f in Section 7.17 hereof:
(a) Any request or direction of the Authority mentioned herein shall be suf ficiently evidenced by a written request or direction signed, prepared or furnished by an authorized representative of the Authority or g a verbal or telephonic request or order confirmed within a reasonable O
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time by weh a written request'or direction, and any action of the Board of Directors of the Authority may be sufficiently evidenced by a certificate of the' Authority's secretary or an assistant secretary; ;
1 .
(b) Whenever in the administration of any Trust creatsd under l this Agreement the Trustee shall deem it desirable that a matter be .
proved or established prior to taking, suf fering or omitting any action f hereunder, the Trustee (unless other evidence be herein specifically :
prescribed) may, in the absence of bad faith on its part, rely upon the g certificate of an authorized representative of the Authority; >
(c) The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and '
complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; and :
O (d) The Trustee shall be under no obilgation to exerelse any of :
the rights or powers vested in it by this Agreement at the request or direction of the Authority pursuant to this Agreement, unless the i Authority shell have offered to the Trustee reasonable security or -
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
O' ABIlCLE Vill i LIMITATIONS ON AND DIRECTIONS TO TRLlSTEE AS TO INVESTWNTS
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8.1 invaa0 o t by Di rection of Author 4,1y. Anything herein to i the contrary notwithstanding, unless and until etherwise instructed by <
- O the Authority, the~ Trustee shall Invest and rein eest all of the Trust L Property as directed by the Authority. The Authority shall, by ,
approprlate cortificate signed by It and delivered to the Trustee, ,
provide the Trustee with written notice of its r,f ficers, employees and L agents who= are authorized to direct the acqvisition, retention and i disposition of the investments hereunder, ant' the Trustee.shall be
- O . protected in relying on all directions and inst'uctions received f rom any
- such person or persons. To the extent the assets of the Trust Funds have ,
l not been invested at-the direction of the Authority on any given day, the L -Trustee shall invest such uninvested assets as the Authority may direct j in writing. The Authority and the Trustos shall establish appropriate 'l systems, guidelines and procedures in order to of factuate such handling lO of investments hereunder.
i 8.2 Unitations on Investments. Investments under this Trust i_
Agreement shall be limited tr$ those permitted f rom time to time to be made by the State of Georgia or its political subdivisions with public i . funds. The Authority intends to establish policies, procedures,
!g- - guidelines and restrictions for handling investments under this Trust, i which It may f rom time to time modify, channe or supplement by written ,
L direction to the Trustee. To the extent perm tted by applicable law, the Authority may, by notice to the Trustee, expand, contract or otherwise ,
change the investment policy. Investments under this Trust Agreement shall include the following described assets and securities and any other O ,
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b assets and secur'ities described in an opinion of counsel as permitted investments for. the State of Georgia or its political subdivisions for public funds, provided by the Authority to the Trustee from time to time:
(a) Obligations of the State of Georgia or of other states;
- (b) Obligations issued by the United States government;
- (c) Obligations fully insured or_ guaranteed by the United States government or a United States government agency;
- (d) Obligations of any corporation of the United States
! povernment;
! (e) Prime banker's acceptances; k (f) 0.0.G.A. 5 36-83-8*
The local government investment pool established by
- t (g) Repurchase agreements in any of the obligations described in paragraphs (b), (c) and (d) above;
)
i and (h) Obligations of other politicial subdiviWons of this state; l (1) Certificates of deposit of banks which have deposits i insured by the Federal Deposit Insurance Corporation; provided, however,
'1 that the. portion of such certificates of deposit in excess of the amount insured by the Federal Deposit inscrance Corporation, If any, shs'l be secured by direct obligations of the State of Georgia or the United i'
l States which are of par value equal to that portlon of such cortificates '
of deposit which would be uninsured.
Notwithstanding anything to the contrary herein, the Trustee h shall not acquire or hold. securities or other obilgations of the ,
l Authority, or any o'.her owner or operator of the Plants, or any of their -
L af filiates as defi'eed in the Investment Company Act of 1940, as amended, unless they are securities or other obligations of a state government. ,
8.3 Cartain Duties of Trustee as to Authoritv-Directed ;
investments. SJ long as the Authority is directing the investments
!: hereunder . the Trustee shall have no duty or obilgation to make any ll reco mindstions with respect to the acquisition, retention and disposition thereof, and shall have no liability or responsibility to the ,
l- Authority or the Trusts for acting on the direction of, or for failure to act lu the absence of direction from, the Authority. However, the Trustee shall review the transactions of the Authority and the Trust
!. Funds on a daily basis for the purpose of determining whether any assets acquired or to be acquired are permissible Investments under the guidelines established by the Authority for the Trust Funds or the provisions of Section 8.2 hereof, at f rom time to t ime modi fled, and g shall notify the Authority within one (1) business day by telephone, t
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confirmed in writing, if it ' determines as a result of any such daily I review that an investment is' not permitted under either the guidelines established for the Trust Funds or the provisions of Section 8.2 hereof.
1 . 8.4 ' *== I n & .i of i === : t h r. The Authority shall have the r ight ' ~f rom time to time to appoint and remove one or more Investment . Managers 'for any Trust held hereunder and to direct the j segregation of any part or all of any such Trust into one or more ;
accounts to be known as " investment manager accounts" and, if it does so, I it shall appoint an individual, partnership, association or corporation l as investment Manager to direct, on its behalf, the portion of any Trust I so segregated. Written notice of any such appointment and/or removal j shall be given to the Trustee and the Investment Manager so appoirited. .i The appointment shall be accomplished using an investment manager i
agreement ~s igned by the Authority and the investment Manager and acknowledged by the Trustee. As long as the Investment Manager is acting, the Investment Manager shall have full authority, on behalf of the Authority, to direct the investment (including the acquisition.
retention and disposition of investments), subject to the limitations ses forth in Section 8.2 hereof, of the assets and securities f rom time to time in the investment manager account being managed by the Investment Manager, and except as otherwise set forth herein, the Trustee shall have
). no duty or obilgation to review the assets f rom time to time comprising
'such investment manager account, or to make any recommendations with respect to the acquisition, retention and disposition thereof.
-The Trustee shall have no liability or responsibility to the Authority or the Trusts for acting on the direction of, or for failure to act in the absence of directions f rom, the Investment kanager for any !
l 'inv9stment manager account. The Trustee may assume that any investment manager account previously established and the appointment of any investment Manager for that account continues in force until receipt of j written notice to the contrary f rom the Authority. Pending receipt of directions f rom the investment Manager, any cash received by the Trustee ,
1 f rom time to time for any investment manager secount shall be invested l -upon receipt in investments f rom which such cash (including any earnings E thereon) may be withdrawn on a daily basis. So long as the Investment '
l' 4.anager is directing the investments in an investment manager account, i: the Trustee shall have no duty or obilgation to make any recommendations j- with respect to the acquisition, retention and disposition thereof, and shall have no liability or responsibility to the Authority or the Trustr for acting on the direction of, or for failure to act in the absence r direction from, the investment Manager. However, the Trustee shali review the transactions of the Investment Manager and the Trust Funds on a daily basis for the purpose of determining whether any assets acquired or to be acquired are permissible investments under the guidelines k established by the Authority for the Trust Funds or the previsions of
'Sectlon 8.2 heroof, as f rom time to time modifled, and shalI noi'fy the li Authority and the investment Manager within one (1) N:i,iness day by
' telephone, confirmed in writing, if It determines as a result of any such daily review that an investment is not permitted under either the j guidelines established for the Trust Fuad: or the provisions of Section D-
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'8.2 hereof. The Trustee shall advise the Investment Manager of I
'information It receives-from an issuer or similar source regarding calls.
redemptions, purchase of fers and similar matters relating to assets held In any Trust hereunder. The Authority will Indemnify the Trustee and hold it harmless f rom any liability or expense in connection with or 1 arising out of (i) any action taken or omitted or any investment of the
= investment manager account made by the Trustee at the direction of the investment Manager, or (11) any action taken by the Trustee pureuant to notification of an order issued by. an investment Manager to purchase or sell securities directly to a broker or dealer under a power of attorney.
ARTICLE ...l X IBBIFE'S POWERS g.1 Pomera of the Trustee. . In the management, care and )
b' disposition of this Trust, the Trustee hereunder, subject to the specific )
provisions hereof, shall-_ have the power to do all things and to execute
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such Instruments as may be deemed necessary or proper, including, but not limited to, the following powers, all of which may be exercised without ;
arder of or report to any court:
1 l- (a) To invest and reinvest all Trust Property as directed by
) the Authority in such securitles and Invastments as the AutherIty specifies; i
L (b) To sell, exchangs or otherwise dispose of any property at F any time held or acquired under this Trust, at public or private sale, for cash or on terms, without advertisement, including-the right to lease :
and to grant options ' to buy for any term notwithstanding the period of the Trust; (c) To retain for Investment any property transferred to any Trust by the Authority, without regard to any law now or hereaf ter in force Iimiting the investments of fiduciaries, and the Trustee shall be
~
under no obilgation to diversify the investments of the Trusts;.-
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l (d) To collect, receive and hold any and all money and other
- property of whatsoever kind or nature due to or owing or belonging to a t
Trust;
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L (e) To-vote in person or by proxy and to agree to or take any other action in regard to any reorganization, merger, consolidation,
! liquidation, bankruptcy or- other procedure or proceeding af fecting any ,
stock, bond, note or other security held hereunder; -
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~ (f) To register any stock, bond or other security in the name h' of any nominee, without the addition of words indicating that such 1 security is held in a fiduciary capacity; but accurate records shall be maintained showing that such security is a Trust asset, and the Trustee
- shall be responsible for the acts of such nominee; <
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(g) Subject to approval of the Authority, to employ, retain and remove atterneys, accountants, insurance consultants, custodians, engineers and other agents, If such empicyment be deemed necessary, and to pay reasonable compensation for their services; (h) To compromise, settle or adjust any claim or demand by or against the Trusts, and to agree to any rescission or modification of any contract or agreement affacting the Trusts; (i) To perform any.act authorized, permitted, or required undt,r any instruments relating to or forming a part of the Trust Estate whether in the nature of an approval, consent, demand, or notice thereunder or
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otherwise, unless such act would require the consent of the Authority in accordance with the express provisions of this Agreement; (j) To do and perform any acts or things and only'those acts or things necessary or appropriate for the conservation and protection of the Trust Estate.
MtTELL1 (IBfT110 GENT REVOCABILITY 10.1 Revocation of Trust. Anything herein to the contrary notwithstanding, until such time as NRC approval and acceptance of the decommissioning funding plans of the Plants and of this Trust are obtained, and accepted by the Authority, the Authority reserves the right to terminate this Trust in whole or in part, and to provide financlal assurance for its prorata share of its Decommissioning Costs by or i
.- through means other than this Trust.
ARTic18 XI MlSCELLANEOUS PROVISIONS 11.1 Headings. All Article and Section headings set, forth in 2
this Agreement -are for convenience only and shall not be deemed to be a part of this Agreement for any other purpose and shall not be taken as in any way limiting or interpreting any Section or Subsection of this Agreement.
( 11.2 SpEstah11Lty. In the event any provirion of this Agreement or its application to any persP or in any circumstance shall be invalid or unenforceable to any extent, the remainder of this ,
Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be af facted thereby, and each provision of this Agreement-shall be valid and enforced to the fullest extent permitted by law.
11.3 goyernino i==. This Agreement is entered into and executed in the State of Georgia, and all questions pertaining to its validity, construction and administration shall be governed by and determined in accordance with the laws of the State of Georgia, f
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FXHIBIT J i
Certification of Financial Assurance i of The City of Dalton, Georcia 5
'I July 25,1990 k
), '
Director, Nuclear Reactor Regulation !
. United States Nuclear Regulatory Commission l Washington, D. C. 20555 l
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SUBJECT:
The City of Dalton, Georgia certification of -
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Financial Assurance for Decommissioning Vogtle Electric Generating Plant, Units 1 and 2 Docket Nos. 50-424 and 50-425 i
Dear Sir:
)- Pursuant to the requirements of 10 C.F.R. Section 50.75(b), on f behalf of The City of Dalton, Georgia, I hereby certify that !
financial assurance for . decommissioning each of the two Plant
- Vogtle units, on ' the current expiration date of each unit's operating license, will be provided by one or more of the funding ;
methods described in 10 C.F. R. Section 50.75(e), in an amount at
)- 'least equal to $10,840,000 for Plant Vogtle Unit I and $11,849,000 ;
for Plant Vogtle Unit 2 adjusted in accordance with the- Plant-Vogtle Decommissioning Funding Plan filed with the NRC.
Very truly yours, i
AYM @Gt4<W '
Secretary of the Board of Water, Light and Sinking Fund
)= Commissioners s
7
. _ . . _ . . , _ _. __ _ _ ___ _._ ~ _ _ . _ . _ . .
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11.4 Mailces. 'All written notices required to be given by 4 this Agreement shall be deemed to have been properly Illven if delivered by hand or when mailed by registered'or certif ed as I, return receipt
[D-l requected, posta9e prepaid,.to the parties hereto as follows:
If to the Authoritv:
Municipal Electric Authority of Georgia l 1470 Riveredge Parkway AtIanta, Goorgia 30328-4640 4- Attention: Mr. Oliver Huff h i l
If to the Truataa:
- O l' The Cltirons and Southern National Bank D Sulte 700 !
L 33 North Avenue !
I'* Atlanta, Georgia 30393 .
J i Attention: Corporate Trust Department .
O. : j l or at such other address or addresses, or to the attention of such other i E person or persons, as the- Authority or the Trustee may hereaf tsr notify i the other party in accordance herewlth.
11.5 Flae*LImat. The fiscal year of the Trust.- shall end on *
?_- . December 31 of each year.
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', ;11.6 Suceaanora and Aasigns. Subjoct to the provisions. of i Sections 5.3, 7.9, 7.10 - 7.11 and 7.12, this Agreement shall be binding ;
upon and Inure to the benefit of the Authority, the Trustee, and their ,
i respective successors.and assigns. .
11.7 Counterparts.- This Agreement may .be executed in any. 4 number of counterparts, each of which shall be an original, but such .
counterparts shall together constitute but one and the same instrument. 1 i.
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l t IN WITNESS WHEREOF, the Authority and the Trustoo have each '
hereunto caused their respective corporate names and seals to be af fixed -
and this . Agreement to be executed and delivered by and through their L
4 e duly-authorized of ficers, all as of tho' ef fective day and year first !
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above written. !
m MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA -l
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P~ resident ad5 General Manager
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, THE CITIZE AND THE NATIONAL BANK
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EXHIBIT 2-DJ WITHDRAWAL CERTIFICATE o
The Citizens E. Southern D -4 National Bank Suite 700'
'> :33! North Avenue Atlanta,_ Georgia '30339
- Atti. . - Corporate Trust Department O RE: Decommissioning Trust Agreement, by and between Municipal Electric Authority of Georgia and The Citizens-& Southern National Bank, as Trustee, dated;as of __, 1990, effective January-1, 1990 O' The undersigned hereby certifies pursuant;to Section
< '4. l(b); of s tho' aforementioned Trust Agreement (the " Agreement"):
- 1. The undersigned is a representative and officer of Municipal-Electric Authority of Georgia (the " Authority")
_ authorized to'give'this certificate.
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- 2. The Authority has been required or has determined to commence the' decommissioning _of the Plant Unit No. __, and a resolution of the Authority authorizing the commencement of such. decommissioning has been duly adopted by the Authority, and a-copy of such resolution.is 9' '
Lattached hereto or has'previously bean furnished to you and
. remains in effect..
- 3. Plans and procedures for the decommissioning of said plant have been established in accordance with regulations of:the_ Nuclear Regulatory Commission.
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- .4. The amounts shown on the schedule attached hereto thave been actually paid by the Authority to the third persons shown thereon for Decommissioning Costs, as such term is ,
defined in the Agreement, in accordance with the said plans and g procedures.
In~accordance with Section 4.1(b) of the Agreement, the Authority hereby directs reimbursement of the amounts shown on the schedule attached hereto to the Authority.
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E : Given this ' day lof; , .
>> -MUNICIPAL ELECTRIC. AUTHORITY I* .
.0F GEORGIA
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":i SCHEDULE A i NEAG:DE00MMISSIONING' TRUST
. PLANT EDWIN I. HATCH
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? SCHEDULE or-Assets- -l 8 a
PAR-- MATURITY !
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' AMOUNT RATE ' DESCRIPTION' DATE YIELD COST ,' i
- 625,000.00, 7.375 'US~TRE55URY.; NOTES .
02/15/91 7.4010; 624,658.49_'
' 2,500,000.00';-7.650 FED HOME LOAN BK BONDS - 02/25/91 7.6500- .2,500,000.00 a >-
FED HOME LOAN BK' BONDS '07/25/94 8.2359' - 6,015,000200 332.366.44; j'l 6'-000','000.00
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312,366.44' ; CASH 9 452,024.93- 1 TOTALS 9j4525024.931_'!
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MEAG DECOMMISSIONING TRUST PLANT EDWIN'I. HATCH g -y
- UNIT TWO - PROJECT-ONE SCHEDULE OF ASSETS u
Db ' PAR MATURITY AMOUNT RATE DEORIPTION _DATE YIELD COST
. ,500,000;00; 8.050- FED HOME LOAN BK' BONDS r2/25/93 8.0448f .500,000.00:-
' .8,000,000.00<'8'.625 FED FARM CREDIT BD'BDS- 09/01/94 8.0130 -5,117,187.50-21,950,000.00- 6'.800' STATE OF NJ.G.O.-. BONDS 04/15/94 5.9000' 2,047;168.50-kw ,
108;777.78. CASH '208.777.78
' .7,558,777.78 TOTALS- 7,773,133.78 o
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-; 'MEAG DECOMMISSIONINO TRUST g'ie '
PLANT'ALVIN W. V0GTLE
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' SCNEDULE OF ASSETS MATURITY SPAR'
' DESCRIPTION DATE YIELD COST g} AMOUNT RATE ei .
'1,9 5 3 . 7 81 ~. 37 -
-1,953',781.37 CASH.
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1,953,781.37: TOTALS Oh
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, __ ' AMOUNT RATE DESCRIPTION DATE YIELD COST ga
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~'553',769.91 553,769.91~
CASH g33',769.91 TOTALS 553,769.91:
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' SCHEDULE OF ASSETS PAR: MATURITY
' AMOUNT RATE DESCRIPTION DATE YIELD COST
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789.094.39 ;
4 7789,094.39i TOTALS 789,094;39L '
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-SCHEDULE OF' ASSETS .;
- I iPAR= MATURITY 1
-AMOUNT: RATE DESCRIPTION DATE YIELD COST
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'222.461'.17.'L UASH -
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. TOTALS 222,461.37 ,
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' DECOMMISSIONING TRUST NO. 2 FOR THE EDWIN I, HATCH AND ALVIN W. VOGTLE NUCLEAR PLANTS
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' Efective January 1,1990 i:[
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,i # TABLE DECONTENTS PAGE ARTICLE L TRANSFER AND ACCEPTANCE v
1.1- . Transfer to Trustee..................................... 2- '
1.2 Acceptance by Trustee................................... 2 1.32 -Instruments-of-rurther Assurance......................... 2
^ ARTICLE H.1 ' DEFINITIONS
=
Defined................~.....-.....'........ 2-
.~ 2 .1- .Certain Terms 4 2.2' Meaning of Other Terms..................................
> . ARTICLE Hl. PURPOSE OF TRUST AGREEMENT; ESTABLISHMENT OF SEPARATE TRUSTS 3.1 . Intent and Purpose of Trust Agreement.................... 4 7 3.2 -Separate Trust Funds................................. .5 3.3 : Separate Records, Commingling of Investments.....-....... 6-
- + ARTICLEIV. ~ DISPOSITIVE PROVISIONS.
4.1. Payme nt o f Decommis sioning Cos ts . . . . . . . . . . . . . . . . . . . . . . . . 5 3
ARTICLE V. GENERAL PROVISIONS RELATING TO THE TRUST 5.1- Alterations and Amendments.............................. 7:
= 5. 2- Additions to Trust....'......~............................ 7
--- 5 .~ 3 1 ' Return of Excess Funds..................................~7 5.4 'No' Transferability of Interest in Any Trust............. 8 5 '. 5 No Authority to. Conduct Business........................ B ARTICLE VI.: TERMINATION 6.1 Time'of Termination..................................... 8 6.2 Distribution of Trust Assets Upon Termination........... 9 16.3l Certification by Authority..............................-9 s". Continuation of Trust For Winding Up................... 9 6'. 4 i
_N< ARTICLE VR. GENERAL PROVISIONS RELATED TO THE TRUSTEE 7.1 Management of Trust Property........................... 9 7.2- Compensation of Trustee................................. 9 7.3 Payment of Expenses of Administration.................. 10
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I 7.4 Financial' Statements', Accounts,and Reports............. 10-l Financial Statements...'................................ 10 7.51
[' Tax Information Returns,and Other Reports.............. 11
'7.6-7.7x Transactions with Third Parties........................ 11 l@ ~
7.8 Exoneration from Bond and Court Returns................ 11 11 7.9 Removal of Trustee....................-.................
7.10 Resignatior of Trustee................................. 11 7.11 Appointment of. Successor Trustee....................... 12 7.122 Acceptance of Appointment by Successor. Trustee......... 12'
$: -7.13 Successor Trustee..................................'.... 12 7.14 ' Reliance on Statement by Trustee....................... 12
'7 .151 Application-of Money Paid or Transferred to Trustee.... 12 7.16 -Future Orders........................................... 12~
7.17 Certain Duties and Responsibilities of the Trustee..... 1? ~
7.18< Certain Rights of Trustee.................... ......... 13 Q;
ARTICLE VIII. LIMITATIONS ON AND DIRECTIONS TO TRUSTEE
' AS TOINVESTMENTS 8.1 !
Investment by Direction of Authority................... 14
$1 8.2 Lt.mitations on Investments............................. 14
'8.31 'Certain Duties ~of Trustee as to Authority-Directed-Investments............................................ 15 8.4 Appointment o f - Inve s tme nt Manage r . . . . . . . . . . . . . . . . . . . . . . 15 e
y- :- ARTICLEIL TRUSTEE'S POWERS 9.1- Powers of'the Trustee.................................... 16 IARTICLE X. - MISCELIANEOUS PROVISIONS.
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- 10.1 -Headings............................................... 18 i 10.2" Severabil1ty........................................... 18 10.3 _ Governing Law.......................................... 18
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m 10.4: N o t i c e s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 i 10.5 , Fiscal Year............................................ 18 Q 10.6 Successors and Assigns................................. 19 10.7 Counterparts...........'................................ 19 p
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DE00ballSS10NING TitlST AGREERENT NO. 2 y THIS TRUST AGREEMENT (" Agreement")- made and entered into- this daye of , 1990, ef fective as of the 1st day of
, January, 1990,- by -and- between ;the RAINICIPAL ELECTRIC AUTHORITYDOF GEORGI A,. a public - body corporate' and politic 'and a public' corporation organized and- existing under and by virtue of the laws of = the State of Georgia ("the Authority"), as Grantor , and THE CITIZENS ADO- SOUTHEfWi -
g' NATIONAL BADE, . At lanta, Georgia, a banking association having trust powers with its principal office located in Atlanta, Georgia (the
" Trustee"), as Trustee.
.H 1I B E S S E I H:
. THAT WHEREAS,.the Authority is the owner and licensee of certain 9' undivided interests, as hereinafter set out, in each of the nuclear =
plants,and associated facilities hereinafter described; and
- WHEREAS, the Authority's . Interest in the plants and, associated
. facilities presently is subject to reg'ilat ion by the United States g Nuclear Regulatory Commission (the "NRC"), an agency of the United States
-Government; and
.WHEREAS, in order to comply with certain regulations of the NRC, the Authority has created and established a decommissioning trust, and-placed funds' therein, t to ' provide the presently required- funds and g- financial assurance for its prorata share of the future decommissioning costs of' portions of the plants and associated-facilities ("NRC Trust");
and WHEREAS, the' Authority also ; expects to ~1 ncu r . futare decommissioning costs D associated with- its: prorata undivided =intere<.,t in g portions of ._the plants and associated facilities hereinaf ter der.:r i bed ,
over and above those presently required to be funded in. the NRC Trust under present regulations, and for which funds have not been= set aside in the NRC Trust;'and
.WHEREAS, the Authority, in order to provide funds for its 3 'prorata share of the- future decommissioning costs of the plants and associated facilities hereinafter described not funded under the NRC-
+ Trust',1and for any other lawful purposes, desires to establish this trust
.and to ' place funds ' hereunder,'to be held and 'used as hereinafter provided; and j WHEREAS, the Authority has selected the Trustee to act as the
. Trustee hereunder; and WHEREAS, the Trustee is willing to act and serve as Trustee hereunder upon the terms, provisions and conditions hereinafter set forth; q:
0;
- f NOW,7 THEREFORE, in consideration of ,the premises and the. mutual l covenants _ herein contained. .- the ' Authority hereby agrees to - convey, .and the Trustee hereby agrees to accept, all that property _ specifically set
= forth and described in - Schedules 1 A- through D attached- hereto and- by reference made a part; hereof, to have_ and hold the same in trust.
.nevertheless, for the uses-'and purposes and . subject to_ the terms, provis,lons, conditions and powers hereinafter set forth.
ABI1CLE_1 TRANSFER ADO ACCEPTANCE 7
1,1' Transfer to Trustee. The Authority hereby grants.
. releases, assigns,- transfers, conveys and delivers unto the Trustee all-of: that property specifically set forth and described in- Schedules "A",
"B", "C" and "D" attached hereto and by reference incorporated herein and 4 lmade a part hereof, which Schedules bea'r the signature of an authorized of ficer of the Authority and the Trustee, to have and to hold the same .in trust for the uses and- purposes and subject to the terms, provisions, conditions and_ powers hereinafter set forth.
1.2 Arampiance by Trustee. The Trustee hereby acknowledges 1 receipt of all that property described in and on Schedules "A", "B", "C" and "D", and the-Trustee hereby agrees to hold, manage-and distribute the same as f rom time to time _ constituted, --upon the terms, provisions and conditlons hereinafter set out.
1.3 Inaltuments of Further Assurance. The Authority wiII,
- -upon- reasonable request of the Trustee, execute, acknowledge and- deliver
'suchf forther instruments and do such further acts as may-.be necessary or
. proper to transfer any of the property intended to be covered- hereby and to vest in the Trustee, its successors and-assigns, the Trust Property.
5 ARTICL.E ll 3 DEFINITIONS 2.1 Certain Terms- Defined. For all purposes of this Agreement, unless context otherwise _ requires, the following terms shall
- have the foiIowing meanings!
3 (a) 1"Agr.acanni", " Trust Aoreement" and the terms
" hereof", "heralo", "httato" and "hef_nundat" , when used in this i Agreement shall mean and include this Agreement as the'same may from time to-time be amended, modified or supplemented.
(b) " Authority" shall mean the Municipal Electric Authority 3 of Georgia, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia, and!its successors or assigns.
1 -
-(c) " Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.
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.. (d) "Consultinn Enalneet" shali mean the engineer - or-engineering firm or corporation at E the= time retained by the Authority, pursuant to Section 708 of Its Pner Revenue Bond Resolution adopted O
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^"8"**'s ,197s, as supplemented and nended f rom time to time.
(e) _ "Decostlasionino Costs" shall mean the Authority's costs
~
and expenses Incurred; or to be incurred in the future to remove - the plants and ~ associated- facilities hereinaf ter described, including all common ' f acilitles' associated with each suci Plant, safely f rom service
-and to _ reduce- residual- radioactivity to a evel that permits release of 7 the proper.ty for unrestricted use, over and above those costs and expenses. funded:in the NRC Trust.
(f) "Disbur= o t Carti fIcate" . sht l l mean - a document properly completed and executed by.-an authorized rep *esentative of the Authority g- and delivered to the ' Trustee, certi fying ths.t the amounts shown therein to be paid are Decommissioning Costs incurred hereunder, in.substantially the form attached hereto as Exhibit "1".
(g) "Eund" shall mean any one of the separate trust funds established hereunder, and " Funds" shall mean all of the trust funds y established hereunder, collectively.
(h) " Future Orders" shall mean any orders of the NRC or any federal or state agency having jurisdiction over the Authority's
- interests in the Plants, or any federal or state laws hereaf ter adopted and applicable to the retention, investment and utilization of funds for the costs of ' decommissioning any 'of its Plants herein described, above O 4 ;and' beyond - those -funds in the NRC Trust , which are applicable to the Authortty.
._ (i) "investmant-- Manaaer" shall mean any fiduciary or fiduciarles -designated as an ' Investment Manager. -hereunder by. the g Authority.
(j) "M0" shalI mean the United States Nuclear Regulatory Commission, an agency of the United States Government, and its successors and assigns, g- (k). " Plant" shall mean the Authority's undivided interests in and to each,- and " Plants" shall mean the - Authori ty's undivided
' interests in and to all, of the nuclear power plants and facilities listed and described herein, as such . list or description. may be supplemented f rom time to time by the Authority by written notice to the Trustee, and shall mean and include all common facilities associated with O. ca h - such Plant and facili ty. Each unit of a multi-unit nuclear power plant site shall be considered as a separate plant for the purposes of this Agreement.
(1) " Transfer Certificale" shall mean a document properly completed and, executed by an of ficer of the Authority and delivered to O- the Trustee, certifying that the amounts shown therein are required to be
- O
- transfeired; to- a third party as- Transfer Payments, and that the amounts
= are required 1 to be used for Decommissioning Costs -of Plant: Vogtle, Unit
- One or Unit Two.
4 (m) "hanaler Pavannis" shall ' mean payments required to be made _ by the Authority for Decommissioning Casts from.-amounts in the Vogtle One: Trust and the Vogtle Two Trust, pursuant to Section 9(f) of the Alvin W. : Vogtle' Nuclear- Units Humbers One and Two , Purchase, Amendment. Assignment - and Assumptlon.-Agreement between Georgia Power
,' : Company and the Authority dated November 16, 1983, as amended by Section
. 2(d) of Amendment Number-One, dated April 9, 1985.
-(n)i " Trust" ;shalI mean each, and " Trusts" shalI mean alI, of the separate Funds created and established hereunder as listed on_the separate: schedules ' attached to - this Agreement , as. such schedules may be p ,
- supplemented f rom time to time by- the Authority by- written' notice to the
- Trustee.
(o) "Dustee" shall mean The' Citizens and Southern National Bank,_ Atlanta, Georgia, the original Trustee named herein, and its successors 'and- assigns, which shall be deemed . to include any bank or -
y t rust . company into which it may hereafter be merged or consolidated.
Trustee _ shall also mean any successor Trustee subsequently appointed under the provisions.of this Ag'reement.
(p) " Trust Estate" or " Trust Property" shall mean all of the property ~ held from time to time by the Trustee under this Agreement.
' ._ (q)_ "Ilual_Monina" shall mean .all cash, dividends, income, interest, proceecs and other receipts of or from the Trust Estate.
(r) "01hdranaj Certificate" shal1- mean a document properly
- completed and exe:uted by an' authorized _ representative of ~ the Authority p-
'and' delivered ~toL the Trustee, certifying that the amounts shown therein have been pald byl the Authority as Decommissioning Costs hereunder, in substantially the. form attached hereto as Exhibit "2".
2.2 MeaDIDa__9J __0_the r Terma. Except- when the context otherwise: requires, words importing the singular number shall include the b' '
plural number and vice- versa, and words importing persons shall include
-firms, associations and corporations'. All references herein_to Articles,
. Sections and other subdivisions- refer to the corresponding Articles, M otions anc other subdivisions of this Agreement; and the words "h0 re i n" ,- '" hereof", "hereby", " hereunder" and words of similar imptcr t refer to this Agreement as a whole and not to any particular p1 Article, Section or subdivision hereof.
ARTICLE Ill PtRPOSE OF TRUST A(EEBENI; ESTABLISWENT OF SEPARATE TRUSTS p 3.1 Inlent and Purpose of Trust Agreement. The Authorih's intent in establishing the Trusts is to provide assurance that tne Plants D
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h willsbe- safely removed f rom seivice and - that ' residual radiation: will be reduced to . permit _ release' of +he property. for . unrestricted use, by providing funds for contemplated icture Decommissioning Co6ts associated y ' with ,i ts prorata undivided Interest in the Plants herein described over-and above those provided for in the NRC Trust, and, if so determined and directed by the Authority in its sole discretlon, to ~ pay- f unds held hereunder over io the trustee of the Decommissioning Trust established by the. Authority .for its future decommissioning costs of the Plants herein described (the "NRC Trust") to be L held thereaf ter upon the terms and-p- provisions - of that Trust. Therefore, the.- Authori ty intends that the Trusts continue until .such time as all of its decommissioning.
Lobligations, requirements or costs are satisfied, as determined by the Authorlty, or by any Future Orders. Toward those ends, the purpose of
, this~ Trust - Agreement -is to provide assurance that the Plants wilI _ be safely removed- f rom service and that residual radiation will -be reduced y- to permit' release of the property for unrestricted use, by providing funds for the contemplatod future - Decommissioning Costs related to- the Authori ty's undivided c intnests in the Plants ~ herein described, and the Trust Property and all net income therefrom shall be held and distributed for such purposes only, and f or no other uses or purposes, and upon -
' termination as hereinafter provided, all Trust Property and Funds not so D
used, if any, shall be returned to the Authority.
3.2 Senarate Trust- Funds. The Trustee shalI initially
. establish. four (4) separate Trusts hereunder, one for each Plant as hereinafter described, each such Trust to be known as follows:
g, :(a) "Municloal Electric Authority of Georgia Decomni ssioning Hatch Nuclear Plant Uni t No. 1 - The Hatch One-Trust _ For The'Edwin i T rus t'! .
The Authority is - the- owner of a seventeen and seuen-tenths percent (17.7%) undivided' interest in the Plant and associated facilities known as Hatch- One, which consists-of the nuclear power facilities identified and described in License Number DPR 57 issued ty the NRC, D which license currently expires August 6,~2014.
(b) "Municinal Electric Authority of Georgia Decommissioning Trust For The Edwin 1. Hatch Nuclear Plant Unit No. 2 - The Hatch Two Trust". The - Authority is the owner of a . seventeen and seven-tenths
-percent (17.7%) undivided interest in the Plant and associated facilities 3 known as Hatch Two, which consists of the nuclear power facilities
. identified and described in License Number NPF 5 issued by the NRC, which license currently expires June'13, 2018.
(c) "Municioal Electric Authority of Georgia Decommissioning Trust For The Alvin W. Vogtle Nuclear Plant Unit No. 1 - The Vogtle One ps Trust". The Authority is - the owner of a twenty-two and seven-tenths percent (22.7%) undivided interest in the Plant and associated-facilities known- as Vogtle One, which consists of the nuclear power facilities identified and described in License- Number NPF 68 issued by the NRC, *
'which li. cense currently expires January 16, 2027.
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(d) 1"Municloal Electric -Authority of Georgia Decommissioning Trust For The- Alvin W. Yngtle Nuclepr Plant Unit No. 2 - The Vogtle- Two Trust". The : Authority is _ the owner -. of a twenty-two and seven-tenths:
H - percent- (22.7%) undivided interest in the Plant and associated f aciIitles known ' as Vogtle Two, which consists of the nuclear power facilitlec
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u Lidenti fied .and . described in License- Number NPF 81 lasued _by the l NRC, which license currently' expires February 9, 2029.
The Authority holds its interest in each ofLthe Plants described g
in1(c) and (d), above, in two projects, known as Project One and Project Four,:and in order to allocate further specific Funds and Decommissioning Costs, the Trustee shall establish and maintain appropriate records and accounts under both:the Vogtle One Trust and Vogtle Two Trust to reflect
-the separate projects under each.
p 3.3: Sapatain_BesAI.ds . Commiagiing of Inysstmenta. The initial contribution by the- Authority to each of the four (4) Trusts is described on Schedules "A" through "D" hereof, and the Trustee shall maintain separate records for each Trust- and shall _ credit thereto the prorata share of all income of the Trust Funds and charge thereto the prorata share of all expenses (other than expenses attributable to a g particular Plant which shall be expenses charged to the Trust named for such Plant)c and' any losses. However, unless otherwise instructed in iwriting by the, Authority, nothing contained in this Section 3.3 or elsewhere herein-shall be deemed to require the Trustee to segregate or invest-' separately assets- of the Trust Funds, it being intended .that the assets of the Trust Funds may- be held, managed, invested and reinvested in undivided interests in the same property, but shall not be required to g
be so maintained'or' invested.
ABI1CLLLY DISB)SITIVE PROVISIONS g 4.1 Pavnent of Dec-i nsionina Cost s . The Trustee shall make
. payments of . Decommissioning Costs for. any Plant f rom the corresponding trust in accordance with the following procedures:
(a) Disbursements to Third Parties. The - Trustee shall make payments of Decommissioning Costs to any person (other than the g Authority) for goods-provided or labor or other services rendered to the
. Authority in connection with the decommissioning of a Plant in accordance with a Disbursement Certificate from the Authority.
(b) Belmbursement to the Authority. The Trustee shall make
. payments to the Authority in reimbursement of Decommissioning Costs g tactually incurred by the Authority, and paid to any other person, in
- accordance with a Withdrawal Certificate from the Authority.
(c) Transfers _by the Au tho1Lty. The Trustee shall make payments to the Authority (and no' other -person shall ia authorized to obtain-such payments from the Trustee) for the purposo of mcking Transfer g Payments on the date specified in a Transfer Certificate from the Authority.
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. (d); Transfera~ to' NRC Trus1 . The Trustee shall make payments to
- the NRC - Trust i f- and to the extent directed by the- Authority -in _ a -
1 - certifleate executed by an authorized representative of the Authority (an b "NRC Certificate").
The- Trustee sha l l.- be under no duty. to inquire' l'nto the
. correctness - or, . accuracy = _of mat ters ' contained in any _ properly executed
- Disbursement Certificate, Withdrawal Certificate Transfer Certificate or i ;
NRC Certificate.
ARIlCLE V GENERAL PROVISIONS RELATING TO THE TRUST 5.1: Alterations- and 8apadments. The Authority and the 4 Trustee- understand and agree that modi fications - or amendments may be -
I: required- to this . Agreement f rom time to time to ef fectuate the purposes of this ~ Agreement : and to - comply with any Future Orders. The Authority
' and the ETrustee may amend this Agreement to the extent necessary or desirable :to ef fectuate such purposes or to comply wi th such Future Orders- or changes . This Agreement also may be modified or amended to y ef fectuate ' the handling of_ investments and administrative reports and.
J details. AnyLmodifica'tlon- or amendment to this Agreement ~shall be by an
' instrument- ini wri t ing ' signed by the Authority and the Trustee. The Trustee, shall- have no duty to inquire or .make any investigations as to whether..any- proposed amendment is-. consistent-,with- this Sectlon, and the Authority- shall furnish the Trustee, if it so requests, with an opinion of legal- counsely that any such amendment does not violate the- rules and 0s -- regulaticnsL of 'any federal or state . agency having jurisdiction over - the Authority'sjinterests _ inJ the Plants, and that all necessary approvals to "such amendment have been= obtained; provided, however, in any such event,
' the ~ Trusteei may :deeline to adopt any such amendment, i f such amendment
~ materially increases the expenses'or responsibility of the Trustee andino y- cadequate provision is made to compensate the Trustee for such increase, or:if_the. Trustee would be unable, with reasonable effort, to_ comply with its duties as to be amended.-
5.2 Additions -to Ttusta. From time to time prior to- the
~ termination L of : any Trust hereunder, the Authority may make, and the b; Trustee shall. acc9pt, additional contributions of funds to _ such Trust, provided Lsuch p"operty is acceptable to the Trustee, to be held hereunder.. .The making of a contribution by the Authority shall constitute the certification of the Authority that alI necessary consents and . approvals to such contrlbution, if any are required, have been obtained.
D 1 5.3 Return of Excess Funds. From time to time prior to the 1 termination of any Trust hereunder, the Authority may determine that the f ifunds in such Trust exceed the amount required for the Decommissioning Costs of-the'related Plant. Upon delivery of a written certification of the' Authori ty to the Trustee stating that an amount in a Fund is not D' needed to pay the Decommissioning Costs of the related Plant, specifying 1
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__- -_ _ _ _ _ - __ --_ _- _______ _ _- - - _-____-_- ____-_______-______=__ ____ _- _ ___- __ _ _
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O the amount and the Tr'ust or Trusts involved, = and requesting payment- of such excess amount,- and 'upon the delivery of an appropriate concurrence
- of the- Consulting Engineer _ that the amount in the Fund: is not needed - to -
pay- e =lssioning Costs of the related Plant,- the Trustee shall 0- . dist ribute - such excess amount- to the Authori ty. The delivery of such- a ,
certificate by' the Authority shall constitute the certification of the Authority that all necessary orders, consents and approvals to such' distribution have been obtained.
5.4- No Transferability of Interest in Any Trust. The O ',
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-interest of the Authority. In any Trust hereunder is not transferable, whether voluntarily or involuntarily, by the Authority, nor subject to the claims of general or secured creditors of the Authority; provided,
'however, that any creditor of the Authority as to which a Disbursement Certificate for a Trust has been properly completed and submitted to-the Trustee may assert a laim dire tly against su h Trust in an amount not' O' to_' exceed the lesser _ of the amount specifled in such Disbutsement
' Certificate _or the amount of such Trust then available to pay LDecommissioning Costs.
5.5 No Authority to Conduct Business. The purpose of this Trust : Agreement is limited to the matters set forth herein and this O Agreement shall not be construed to confer upon the Trustee-any authority to conduct business, ARTICLE VI TERMINATION 6.1 ' Ihra_Af_lenninallon. Each -separate Trust hereunder shall continue until terminated upon the first to occur of the following events:
(a) Upon the substantial completion of the decommissioning of the Plant for-which a separate Trust is created and named . hereunder, as such ~ substantial completion g evidenced by written certifications of executed by the Authority and delivered to the' Trustee.
(b) Upon 'the sale or other disposition by the Authority of Its interest in the Plant for which a separate Trust is created and named hereunder, as Levidenced by a written certification of such sale or. other
'(y -disposition executed by the Authority and delivered to the Trustee,
'provided, however, that such cortifIcation shalI direct the Trustee as to
~ distribution ^ of the Trust Funds, whether to the Authority or to or for the benefit of the entity succeeding to the Authority's interest in the Plant.
'O (c) Upon the distribution for the purposes. of such Trust as provided herein of all or substantially all of the assets and property then held by the Trustee in a separate Trust created and named hereunder.
(d) Upon the decision of the Authority to terminate any separate Trust or the Trusts, because the Trust or Trusts are not needed O for the payment of the Decommissioning Costs of the Plant or Plants as l
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1-evidenced by- written _ 'certi ficatlons executed by the Authority and by ' an:
. appropriate concurrence of the- Consulting Engineer, and delivered to the -
-Trustee, in such event, all Trust Funds shall - be delivered to -the y _ Authority or to such other entity or trust as directed by the Authority.
The: termination of any separate Trust hereunder shall not affect nor cause _ the termination of this Trust Agreement or any other- separate Trust hereunder,-and this Trust Agreement shall terminate when all of the separate Trusts hereunder have terminated and all assets held by the Trustee hereunder have been distributed.
- 6.2 Dhtribution of Trust AnagLts Upon Te rmi nat i_ on . Upon termination of each separate Trust hereunder, the Trustee shall distribute the entire remaining amount of and all assets then held by it in such Trust, if any, including all accreed, accumulated and
) undistributed net income, to the Authority, or as the Authority may direct.'
6.3 Certification by Authority. In addition, any certification by the Authority to the Trustee hereunder shall direct _ the Trustee under which of the preceding subparagraphs a termination has or 3 is about to take place, shall request.the Trustee to make a termination distribution hereunder and shall direct the. Trustee as to the delivery of.
any property to' be distributed; it being understood and agreed by the Authority that the Trustee shall be under no duty or obligation to Inquire into or determine ~ when and if a termination has occurred
- hereunder and that the Trustee shall make any terminating distribution D
only in reliance upon the Authority's certification.
6.4 Continuation of Trust For Winding Uo. After the termination of any- separate Trust or of all of the Trust Funds, and for the purpose of liquidating and winding up its af f airs, the Trustee shall
- continue to act as such until its duties have been fully performed. Upon the distribution of all of the Trust Estate for the purposes of this 9 Trust,. or to the Authority, and the payment and discharge of all debts,
- liabilities and obligations of the Trust Agreement, the Trustee - shall
! have no further duties or obligations hereunder.
ARTICLE Vil g GENERAL PROVISIONS RELATED TO THE TRUSTEE 7.1 Management of Trust PropALty. The Trustee shall hold, manage, invest and reinvest the Trust Property and shall accumulate in the. Trust' and prorata in each separate Trust all r" income, after payment of expenses and ~other disbursements as herein 7 /ided, f rom the g Trust and add the same to the principal upon the rece st thereof. The t Trustee accepts and undertakes to discharge the Trusts created by this Agreement, upon the terms, provisions and conditions hereof.
7.2 Compensation of Trustee. The Trustee shall receive as its compensation for its services hereunder those amounts as set out and g agreed to in a letter of even date herewi th from the Trustee to the
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1 LAuthority aigned by the_ partles hereto.. Such compensation may be-adjusted-from time to time in the future in such amounts as may be agreed-upon in writing by the Trustee and the Authority.
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O .7.3> Pavaant of ' Exnenses of Administration. Subject to the written -approval of the Authority, which shalI not be unreasonably withheld or : delayed, the Trustee shall be authorized to make payments from the Trust Estate of all administrative costs reasonably incurred by it la the performance of its duties under this Agreement including, but not limited to, Trustee's fees, legal, accounting and actuarial expense, reasonable out-of-pocket expenses and other incidental expenses incurred by the Trustee in connection with the administration of this Trust and
. each separate Trust. . The Trustee is also authorized to make payments from the Trust. Estate _of all_ administrative costs incurred by or on behalf of the Authority including, but not Iimited to, the fees and g expenses of accountants, actuaries, attorneys, consulting engineers, Investment Managers, and other consultants, advisors and agents, general administrative fees and costs, and any other fees and expenses determined <
by the Authority to . be appropriate for payment from the Trusts, upon written request from the Authority, or to reimburse the Authority therefor upon its written' request. All such administrative expenses of a general nature shall be allocated proportionately among the Trusts O' . established hereunder, and the Trustee shall maintain such records as are necessary to reflect the allocation of; costs and ' expenses in accordance' with this Section.
7.4 Financial Statements. Accounts and Renorts. The Trustee shall keep accurate and detailed records-and accounts of all_ investments, O. receipts and disbursements and' other transactions hereunder and all accounts, books and records relating- thereto shall be open to inspection and _ audit at all reasonable times by any person designated. by the Authority.
7.S' Financial Statements. The Trustee shall furnish monthly O financial. statements for each Trust to the Authority not later than the seventh'(7th). business day of the following month, or at such other less f requent- interval as the Authority may require. The financial statements shal.1 .show the financial condition of the Trust, including without limitation, the market value of the assets, and the receipts, income, expenses, disbursements and other transactions- of each - Trust for the O_ '
period. since the preceding statement. Any such financial statement may
.be approved by the Authority by written notice. to the Trustee or. by failure to object to such financial statement within six (6) months of
'the delivery of the annual audit of the Authority. The approval of any such ' financial statement shalI constitute a fulI and compiete discharge f the Trustee as to all matters set forth in such financial statement; 0;'
provided, however, that the foregoing shall not relieve -or absolve -the Trustee from any liability associated with a failure to perform its fiduciary responsibilities. The financial statements of the Trusts shall be audited annually by the independent certified public accountants then employed by the Authority or by other independent certifled public Q_ accountants selected by the Authority for such purposes, and the Trustee O
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- agrees to make available and furnish such information as may be required for.such audltLand to cooperate fully! therein.-
7.6. Tax Information Returns and Other Raoorts. The E Authority represents to the : Trustee that it believes the Trusts are exempt from. taxes _. under- current law and regulations. However, the Trustee agrees to prepare or cause to be prepared such income or..other
. tax information returns and reports as may be required from time to time,
- and _shalI provide . copies thereof to the, Authority in advance of their filing .for_ review by the Authority. -The Trustee shall provide to - the I .- ' Authority all statements, documents, lists, or other information-reasonably requested : by - the . Author i ty. The Trustee shall also sign all such information Ereturns which may_ be required and file them or cause
' them' to be filed with the appropriate government agencies. The Trustee shall cooperate with all requests made by regulatory agencies and shall
= provide copies to: the Authority in advance of all information submitted to regulatory agencies. _ At the Authority's request , _ the Trustee shall 1
testify with respect to the Trusts and the Trust Fund in proceedings before regulatory agencies.
-7.7 IIan==etions with Third Partina. No. person or
' organization : dealing with - the Trustee hereunder -shall be required to I inquire into or to investigate _its authority for entering into any transaction or to see . to the application of the proceeds of. any such transaction, 7.8 bonerat ion from- Bond and Court Returns. The Trustee shall:not-be required to give bond or surety and shall not be required to B- file _anyLinventory or appraisal or any annual or other returns or-reports with any court whatsoever; p'rovided , however , that the Trustee shall furnish the financial' statements and reports to the Authority as provided lin Sections 7.5 and 7.6.
g 7.9 L ' Removal of Trusten. The Authority may at any time remove
- the Trustee then; serving and appoint a successor _ Trustee by instrument in wr.iting signed by_ the Authority and deliu red to the then serving T rus tee ,- which instrument shall designate and appoint the successor Trustee and which shall be ef fective no later than sixty (60) days f rom
'the:date thereof or upon such shorter notice ,as .nay be designated-by the-g Authority to the Trustee, provided -that the suc_cesso r Trustee has signified its acceptance of such appointment by Nstrument in writing delivered to the Authority and the then' serving Truste. Any Trustee so removed shalI promptly deliver alI property then heId by It hereunder to
. the - successor Trustee so appointed and shall thereatter be relieved of any further dutles and obligations hereunder.
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7.10 Besignation of Truaine. Any Trustee then serving hereunder. may at any - time resign upon sixty (60) days' notice, or upon
, such shorter notice as 'may be acceptable to the Authority, by an instrument in writing, signed- by it and delivered to the Authority, and such resignation shall become effective upon the appointment of the g- qualified successor Trustee by the Authority as provided herein.
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i 7.11' Apppbtaant- of SuccessoI_T_rualms. In .the event the-
. Trustee should so resign, then - the_ Authority _ shall _ appoint a successor instrument in' writing, signed by it, and delivered to such I_ yTrustee~,
successor an by-d to the Trustee. Should the Authority fall-or refuse within ninety-(90) days so-to appoint ~such successor,-then such successor:may be appointed by. order of . the- Superior Court of _ Fulton' County, Georgia, upon application of the - Authority, or the then serving Trustee or of any person interested,in the Trusts.
I 7.12: 'Accepiance of- Anoointment by Successor Trusing. Any shall an- instrument successor' Trustee- appointed- hereunder execute
. accepting such appointment hereunder and shall deliver one counterpart
.thereof to the Authority and, in case of a resignation or removal,_to the re t i r ing -- T rus tee . Thereupon- such successor Trustee shall, without any p' .further act',- become -vested with all the estates, properties,- rights, powers, -_ trusts, and duties of its predecessor in the Trusts horeunder
- with like ef fect as if originally named Trustee herein; but the -retiring _
T rustee' shal l nevertheless, when requested -in writing by the successor Trun. tee or. the Authority, and upon payment of lawful charges and
. disbursements then- unpaid, i f any, execute and deliver an appropriate p
-instrument or instruments conveying and transferring to such successor Trustee upon the trusts herein expressed, all the _- estates, properties, rights, powers,- and trusts of such retiring Trustee, and shall duly assign, transfer, and deliver to such successor Trustee all property and money. held by it hereunder.
p . 7-.13 - .Succantor Trustee. No successor Trustee shall be j required to inquire into or audit the acts or doings of any predecessor- '
Trustee or to make any claims against any predecessor Trustee, and -any
= successor Trustee > shall; have and may exercise- any and all of the powers, privileges, immunitks and. exemptions herein conferred upon the original 1
' Trustee as fully and: to -the _ same extent as if such successor originally p .had been named as a Trustee hereunder.
7.14; Reliance on Statement by Trustee. Any person dealing with the: Trustee shall be fully protected in . relying upon the Trustee's certi fi'cate that it has authority to- take any action under this Trust Agreement; ,
' 7.15 Anolication of money paid: or transferred to Trustes. No !
person dealing _ with the Trustee shall- be required to follow the application by the Trustee of any. money or property which may be paid or transferred to the Trustee.
y 7.16 Eviule Ordata. The Authcrity shall promptly advise the Trustee -in writing of the existence of any Future Orders having the
.ef fect of Imposing new or dif ferent responsibilities on the Trustee under this Agreement.
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7.17 'Certain Duties'and Romaansibilities of-the Trustee.
_-(a) In the absence of bad- f aith on its . part, ' the Trustee may s l conclusively ' rely upon certificates or opinions furnished to the irustee
" _and conforming to' the - requirements of this Agreement; but in G,c case _ of any such certificates or- opinions which by any' provision hereof ars specifically required to be furnished to the Trustee, the Trustee chail have no duty to examine,the same to determine whether they conform to the requirements of . this Agreement unless the representative of the' Trustne -
s involved with the certifI'cate in question has actual knowledge that t.ny statement made therein (e not true.
(b)- No provision of this Agreement shall be construed to relieve the Trustee f rom liability for its own negligent action, its own negiigent - f allure _ to act, or its own wIIIful misconduct, except that
-, '(i)-this: Subsection shall not be constructed to limit the effect of
- ' Subsection ~ (a) of this Section; (ii) the Trustee shall not be liable for any- er ror of judgment _ made in good f al th by a responsible of fleer of Trustee, unless it shall be proved that the Trustee was negligent in
-ascertaining the pertinent facts or was otherwise negligent in making the
' judgment;: and '(lii) no provision of this Agreement shall require the
% . Trustee to expend 'or risk -its own funds or otherwise incur any financial
.Ilability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall 'have reasonable grounds for- believing that - repayment of such funds or adequate indemni ty against such risk or liability is not reasonably assured to it.
a 7.18. Certain Rights of Trustee. Except as otherwise provided in-Section 7.17 hereof:
(a) Any request or direction' of the Authofity- mentioned herein shall be suf ficiently evidenced by a written request or direction signed, prepared or furnished by an authorized representative of the Authority or g a verbal or telephonic- request or order confirmed within a reasonable -
timo by; such _ a written request or directlon, and any action of the Board L of - .Di rectors' of the Authority may .be sufficiently evidenced by a certificate of the Authority's secretary or an assistant secretary; (b) Whenever in the administration of any Trust created under
- g this; Agreement the Trustee
- shall deem it desirable that a matter be
-_ proved or established prior to taking, suf fering or omitting any action hereunder . the Trustee - (unless other evidence be herein specifically
- prescribed) may, in the absence of bad f alth on its part, rely upon the certificate of an authorized' representative of the Authority; Ng (c) The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; and (d) The Trustee shall be under no obligation to exercise any of 3 the rights or powers vested in it by this Agreement at the request or O
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Edirection; of:;the Authority; pursuant .to_ this Agreement, unless the Authority shall, have ' offered to the _ Trustee reasonable security _ or indemnity ; against ' the costs, expenses and liabilities which might be y incurred by.It in compliance with such request or direction.
ARTICLE Vill L1RlJATIONS ON AND DIRECTIONS TO-TROJTEE AS TO INVESTENTS 8.1 Jny33 t ment by Direction of Authority.
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Anything- herein to g7 - the_ cont rary - notwithstanding, unless and until otherwise instructed 'by 2
the - Authori ty, the Trustee shall invest and reinvest all of the- Trust -
Property as. directed by the Authority. :The Authority shall, by appropriate Lcertifleate- signed -by it and deIivered to the Trustee, provide the Trustee wlth written notice of Its of ficers, employees and agents ~ who are authorized to direct the acquisition, retention and g' disposition of the investments hereunder,- and. the Trustee shall be protected in relying on all directions and instructions received f rom any such person or persons. To the extent the assets of the Trust Funds have notLbeen' invested at the direction of the Authority on any given. day, the-Trustee shall -invest such uninvested assets as the Authority may direct in writing. The Authority and the Trustee shall establish appropriate g; systems, guidelines- and procedures in order to ef fectuate such handling of investments hereunder.
8.2 Limitations on Investments, investments under this Trust Agreement shall be limited to those permitted f rom _ time to time to be made the State 'of - Georgia or its political subdivisions with public funds. Authority intends to establish policies, procedures,
- 4. ' _The guidelines. and . rest rictions for handling investments under this Trust, which i t may f rom t ime to t ime modi fy, change or supplemnt by written.
di'rection to the Trustee. To the extent permitted by applicable law, the Authority _may,_.by notice to the Trustee, expand, contract or otherwise change the investment. policy. Investments under this- Trust Agreement g shali'. include the fof lowing described assets and securities and'any other assets. and. securitles described in an opinion of counsel as permitted investments of the State of Georgia or its political subdivisions for public fundis, provided by the Authority to the Trustee f rom time to time:
(a) Obligations of the State of Georgia or of other states; Oi (b) Obligations issued by the United States government; (c) Obligations fully insured or guaranteed by the United
' States government :r a United States government agency; (d) Obligations of any corporation of the United States
. government; b) Prime banker's acceptances; (f) The local government investment pool established by
'O 0.C.G.A. S 36-83-8; 0
o (g) Repurchase agreements in any of the obligations described in~ paragraphs'(b), (c) and (d) above; 1 (h) Obligations of other politicial subdivisions of this state; (i) Ce r t i f icates of deposit of banks which have- deposits' insured by ! the Federal Deposit Insurance Corporation; provided, ~ however, ithat the portion of such cartifIcates of deposit-in excess-of the amount 8# >
insured' by the Federal Deposit Insurance Corporation, i f any, shal l be secured' by di rect obligations of the State of Georgia or the United
. States _ which are of par value-equal to that porilon of such cartifIcates of deposit which would be uninsured.
Notwithstanding 'anything to the contrary herein, the Trustee 4 shalI .not acquire or hold securitles or other obligations of the Authori ty,- or any other_ owner- or operator - of the Plants, or any of the af filiates- as defined :in the investment Company Act of 1940, as amended, unless they are securities or other obligations of a state government.
8.3 Certain Duties of Trustee as to Authority-Direcied O Investments.. So long as the. Authority is directing the investments hereunder, the- Trustee shall have no duty or obligation to make any recommendations with respect to the acquisition, retention and disposition thereof,.and.shall have no liability or responsibility to the Authority or the. Trusts for acting on the direction of, or for failure to act -in.. the absence of direction from, 'the Authority.
However, the g Trustee' shal l review the t ransactions - of the Authority and the Trust-Funds'on a daily basis for the purpose of determining whether any_ assets acquired or to be acquired .are permissible investments under the guidelines established by the Authority for the Trust Funds or the provisions of - Section 8.2 hereof, . as from time to . t ime ' mod i f i ed , and shalI notify the Authority within one (1)' business day by telephone, O confirmed in writing, if it determines as a result of any . such- daily review that an investment is not permitted under either the guidelines established for the Trust Funds or the provisions of Section'8.2 hereof.
8.4 Appointment of Inyna_tment t ManageI. The Authority shalI g;- : ha.ve _ ' the _ r ight from time to time to appoint and remove one or more Investment Managers f o r . any Trust held hereunder and to direct the segregation of any part or all of any such Trust into .one or more accounts-to be known as " investment manager accounts" and, if it does so,
.it2 shall appoint an individual, partnership, association or corporation as-Investment Manager to direct, or its behalf, the portion of any Trust y so - segregated. Written notice of any such appointment and/or removal shall be given to the Trustee ano the Investment Manager so appointed.
The- appointment shall be accomplished using an investment manager agreement signed by the Authority and the Investment Manager and acknowledged by the Trustee. As long as the Investment Manager is acting, the Investment Manager shall have full authority, on behalf of g the Authority, to direct the investment (including the acquisition, O
retention and disposition offinvestments), subject to the limitations set forth iniSection 8.2 hereof, _ of the assets -and securitles f rom time to-time of .the investment manager account being- managed by the- Investment Manager, .and except as otherwise set forth herein, the Trustee shall' have
. no duty or obligation to review the assets f rom time to time comprising such investment manager account, or to make any _ recommendations wi th respect to the acquisition, retention and disposition thereof.
The Trustee shall have no liability or responsibility to the
,7
_ Authority or_the Trusts for acting on the direction of, or for failure to
- act in the absence of. directions from, the Investment Manager for any
' investmeat _ manager account. The Trustee may assume that any investment-
- " manager account previously established and the appointment of any' investment Manager for that account continues in force until receipt of written notice to the contrary f rom the Authority. Pending receipt- of
- directions, f rom the Investment Manager, any cash recelved by the Trustee f rom time to time for any in. vestment manager account shall be invested e :upon receipt in investments from which such cash (including any earnings.
thereon) may be withdrawn on a daily basis. So long as the Investment Manager is directing the investments in an investment manager account ,
the Trustee shall have no duty or obligation to make any recommendations p - with - respect- to the acquisition, retention and disposition thereof, and shall have no liability or responsibility to the Authority or the Trusts for acting on the direction of, or for _ failure to act in the absence.of direction from, the Investment Manager. However, the Trustee shall review the transactions of the Investment Manager and the Trust Funds on a daily basis for the purpose of determining whether any assets acquired
, or to be acquired are permissible investments under the guidelines established' by the Authority for 'the Trust Funds or the provisions of Section 8.2 hereof, as f rom time to time modified, and shall notify the Authori_ty and the Investment Manager within- one (1) business day by telephone, confirmed in writing,--if it determines-as a result of any such daily review that an investment is not permitted 'under either_ the
, guidelines-'estabiished for the Trust Funds or the provisions 'of Section 8.2 hereof.- The Trustee shall advise the Investment Manager of 4 information-it receives from an issuer or similar source regarding calls, redemptions, purchase'of fers and similar matters relating to assets held :
in ' any Trust hereunder. The - Authority will indemnify the Trustee and hold it' harmless f rom any liability or _ expense in connection with or
' arising _out of_ (i)' any action taken or omitted or any investment of the investment manager account made by the Trustee at the direction of the investment . Manager, or (1i) any action taken by the Trustee pursuant to-notification of an order issued by an Investment Manager to purchase or sell securities directly to a broker or dealer under a pcwer of attorney p., ARTICLE IX IBUSTEE'S POWEBS 9.1 Eowers of the Trustag. In the management, care and disposition of this Trust, the Trustee hereunder, subject to the specific provisions hereof, shall have the power to do all things and to execute g- such instruments as may be deemed necessary or proper, including, but not D
h'
- limlte'd to,- the following1 powers, all of which may be. exercised without
_ order of.or report to any court:
(a) To invest and reinvest all Trust Property as directed by D the Authority in such securities _ and investments as the Authority specifies;
.(b) To sell, exchange or otherwise dispose of any property.at any- _ time . held or acqui red under this Trust , at public or private sale, y
for cash or on-terms,:without advertisoment, including the right to lease and to. grant options - to buy for any term notwithstanding the p. ,od of the Trust;
_(c) To = retain for investment any property transferred to any Trust. by the Authority, without regard to any law now or hereaf ter in g force limiting -the investments of fiduciaries, and the Trustee shall be under no obligation to diversify the investments of the Trusts; (d) To. collect , receive and hold any and all money and _other property of whatsoever _ kind or nature due to or owing or belonging to a Trust; D
(e) To vote in person or by proxy and to agree to or take any other action in regard to any reorganization, merger, consolidation, liquidation,- bankruptcy or other- procedure or - proceeding af fecting any stock, bond, note or.other security held hereunder; D __
(f) To register- any stock, bond or other - security in the name-of any_ nominee, without' the addition of words. Indicating that such
~ security is held in a - fiduciary capacity; but accurate records shall be
' maintained . showing that such security.- is; a Trust asset, and. the Trustee shall-be' responsible for the acts of such nominee;-
g (g) Subject to approval of the- Authority, to employ, retain' and remove' attorneys,. accountants, insurance consultants, custodians, engineers and other - agents, I f such employment be deemed necessary, - and
.to pay reasonable compensation for their services;
-(h) To compromise, settle or adjust any claim or demand 'by or
~
B
~against the Trusts, and to agree to any rescission or modification of any.
' contract or agreement affecting the Trusts; j (i) To perform any act authorized, permitted, or required under any instruments relating to or forming a part of the Trust Estate whether in the -nature of an approval, consent, demand, or notice thereunder or g !otherwise', unless such act would require the consent of the Authority in
-accordance with the express provisions of this Agreement; i (j) ~ To do and perform any acts or things- and only those eat; or things necessary or appropriate for the conservation and protect >i af the Trust Estate.
9
)
n l _ _ _ . __ - - _ - - _ -
h P
p-
. ARTICLE X MISCELLANEOUS PROVISIONS-p 10.1 Headings. All- Article and Section headings set : forth -in this- Agreement are for convenience only and shall not be deemed. to be a part of. this Agreement for any other purpose-and shall:not be taken as in any way_ limiting or- interpreting any. Section or Subsection of this
' Agreement .
p 10.2 Severabilltv. In the event any provision of this Agreement or its application to any person or in any circumstance -shall extent, the remainder of this be.: Invalid Agreement, or or unenforceable
+5e- -to application any
_ of~ such provision to persons or circumstances _other- than_ those as to which it is held invalid or.
'- unenforceable, shall not be affected thereby, and each. provision of this g7 Agreement 'shall be valid and enforced to the fullest extent permitted by law.
10.3 Doyernina- Law. This Agreement ~ is entered into and executed in the State of Georgia, and all questions pertaining to its validity, construction and administration shall be governed by and g determined i_n accordance with the laws of the State of Georgia.
10.4- No11ces. All written notices required to be given by
- this- Agreement shall be deemed to have been properly given if delivered by hand or when mailed by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows:
If to the Authority:
Municipal Electric Authority of Georgia 1470 Riveredge Parkway Atlanta, Georgia 30328-4640 p; Attention: Mr. Oliver Huff If to the Trustee:
The Citizens and Southern National Bank b Sulte 700 33 North Avenue Atlanta, Georgia 30399 Attention: Corporate Trust Department
'or at such other address or addresses, or to the attention of such other person or persons, as the Authority -or the Trustee may hereaf ter notify the other party in accordance herewith.
10.5 EbacaLlear. The fiscal year of the Truet snali end on December 31 of each year.
- ,8 -
l
l 10.6 Succeanors .and _Aasigns. Subject to the provisions of Sections 5.3. 7.9. 7.10, 7.11 and 7.12, this Agreement shall be binding upon and inure to the benefit of the Authorit), the Trustee, and their p
respectbe successors and assigns.
10.7 Counistaatts. This Agreement may be executed in any numt sr of counterparts, each of which shall be an original, but such counterpkrts shall together constitute but one and the same instrument, g
IN WITNESS WHEREOF, the Authority and the Trustee have each hereunto caused their respective corporate names and seals to be affixed and this Agreement to be executed and delivered by and through their duly-authorized of ficers, all as of the ef fective day and year first above written, p_
MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA 4M &
P' resident add General Managef I Attest - e- s/.
- Its: . Assistant Secretarv-Treasurer _ _
Secretary
- g. [ CORPORATE SEAL]
THE CITIZEN AND SOUTHERN NATIONAL BANK r.r) ^
-(e/
By: e p'
'sa, vict ratsiotNt y ,
w est: (Cha .
Adw~.
>: ,,s. _ aa _
(CORPORATE SEAL) 4195h D
< D
J EXHIBIT 1 DISBURSEMENT CERTIFICATE j
The Citizens & Southern National Bank-Suite 700 5 33 North Avenue r Atlanta,-Georgia 30339 Attn Corporate Trust Department RE: Decommissioning Trust Agreement No. 2, by and between Municipsi Electric Authority of Georgia and.The Citizer.; & Southern National Bank, as
)- Trustee, dated as of __, 19P0, effective January 1, 1990 The undersigned hsreby certifies pursuant to Section 4.l(a) of the. aforementioned Trust Agreement (the " Agreement");
}' l.- The undersigned is a representative and officer of Municipal Electric Authority of Georgia (the " Authority")
authorized to give this certificate.
- 2. The Authority has been required or has determined to commence the decommissioning of the plant Unit No. __, and a resolution of the-Authority authorizing the commencement of
}- iuch decommissioning-has been duly Ldopted by the Authority, and a copy of such resolution is attached hereto or has previously been furnished to you and remains in effect.
- 3. The amount shown on the schedule attached hereto y have been incurred for Oecommissioning Costs as su'ch term is
> defined in.the Agreement.
In accordance with Section 4.l(a) of t ie Agreenient, ;
the Authority hereby directs payment of the amt unts shown on the. schedule attached heret9 to the paymes shown thereon.
Given'this day of . . , _ - __.
MUNICIPAL SLECTRIC AUTHORITY OF GEORGEA 1
er: _ _ - - j 4196h I
b j
[
I 1. The undersigned is a-representative and officer of
' Municipal Electric Authority of Georgia (the " Authority")
authorized to give this certificate.
- 2. The Authority has-been required or has determined to commence the decommissioning of the Plant Unit No. __, and a resolution of the Authority a,thorizing the commencement of such decommissioning has been duly adopted by.the Authority, e and a copy of such resolution is attached hereto er has previously been furnished to you and remains in of f act.
- 3. The amounts shown on the schedule atcached hereto
)c~ have been actually paid by the Authority to the third persons 1 shown thereon for Decommissioning Costs, as such term is defined in the Agreement.
In accordance with Section 4.1(b) of the Agreement, the Authority hereby directs reimbursement of the amounts shown on the-schedule attached hereto to the Authority.
h- Given this i far of , .
MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA 1
By: '
Title:
!. 4197h
}
h ;' '
i SCHEDULE A MEA 0 DECOMMISSIONING TRUST NO. 2 l g
/, PLANT EDWIN 1. HATCH {
i i
)-
UNIT ONE - PROJECT ONE SCHEDULE OF ASSETS \
PAR MATURITY AMOUNT RATE DESCRIPTION _
DATE YIELD COST !
i 2,500,000.00 7.650' FED HOME LOAN BK BONDS 02/25/93 7.6500 2,500,000.00 ,
5,000,000.00 8.250 US TREASURY NOTES 11/15/94 7.7510 5,214,835.68 '
18,639.37 18,639.37- <
CASH 7,518,639,37 TOTALS 7,733,474.85 f i
i
)' !
t T
s t
T ;
9s-i t
SCHEDULE D MEAG DECOMMISSIONING TRUST NO. 2 PLANT.ALVIN W. V0GTLE UNIT TWO - PROJECT ONE SCHEDULE OF ASSETS PAR MATURITY p' RATE DESCRIPTION DATE YIELD COST
' AMOUNT _
'1,136,526.08 CASH 1,135,526.08 1,135,526.08 TOTALS 1,135,526.08-k j' UNIT TWO - PROJECT FOUR -
SCHKDULE OF ASSETS PAR MATURITY AMOUNT RATE DESCRIPTION DATE YIELD COST I
i 413,142.54 CASH 313,142.54 TOTALS 413,142.54
- p. L413,142.54 y
i u
I
IAU000CIPAL ELECTR6C AUTHORITY OF GEORetA 1470 Riveredge Parkway. Atlanta, Georgia 30328-4640 (404) 952-5445 D
- g. June J6, 1990 Director, Nuclear Reactor Regulation g- United States Nuclear Regulatory Camnission Washington, D.C. 20555 RE: Municipal Electric Authority of Georgia Certification of Financial Assurance For p Deccanissioning Vogtle Electric Generating Plant, Units 1 and 2, Docket Nos. 50-424 and 50-425.
Dear Sir y Pursuant to the requirements of 10 C.F.R. S 50.75(b), on behalf of the Municipal Electric Authority of Georgia, I hereby certify that financial assurance for decommissioning each of the two Plant Vogtle units, on the current expiration date of each unit's operating license, will be provided by one or more of the funding methods described in C.F.R. S 50.75(e), in an amount at least equal to g $153,793,000 for Plant Vogtle Unit 1 and $168,105,000 for Plant Vogtle Unit 2 adjusted in accordance with the Plant Vogtle Decommissioning Funding Plan filed with the NRC.
Very truly yours, 9 (/1, ) , 'A gn - Donald L. tokley President and Gener Manager D D
i h . ,. ' d . 2 i i ! RESOLUTIONS i OF i THE CITY OF DALTOM l i t e I,, raye L. Martin , do hereby certify the.t I am City Clerk of The City of Dalton, a municipal political 4 subdivision of the State of Georgia, and that the resolutione ) described below were duly adopted at a meeting of the City J i Council on July 23 , 1990. IN WITNESS WHEREOF, I have nereunto signed my name and l : 1 I affixed the seal of The City of Dalton this 24th day of July ,
- l f -
9p>2 e? [ City gerk" o:E The ' City of Dalton i . i WHEREAS, The City of Dalton presently cr. ens a portien of nuclear power facilities at Plants Hatch and Vogtle subject to nuclear facility opercating licenses and the regulations issued by
) the United States Nuclear Regulatory Conslission ("NRC"); and WHEREAS, the regulations of the NRC require that a holder of a license to operate a nuclear power facility provide
)-
' assurance that funds will be available when needed for certain radioactive decommissioning activities; and WHEREAS, The City of Dalton has elected to establish an
)-
escrow account [a trust fund) to provide its portion of the radioactive decommissioning costs attributable to its ownership interests in Plants Hatch and Vogtle, and such other nuclear power facilities in which The City of Dalton may acquire an ownership interest in the future. D c
2 . . NOW, THEREFORE, IT IS D RESOLVED: That the appropriate members of the City's Board of Water, Light and Sinking Fund Commissioners are hereby 3 authorised to establish an escrow account [ trust fund), or such other funding methods acceptable to the NRC, for providing financial assurance of the availability of funds for the payment D of its portion of tha radioactive decommissioning costs associated with any unit of a nuclear power f acility in which The City of Dalton may have an ownership interest aM be licensed to D operate by the NRC; and RESOLVED FURTHER: That the appropriate members of the O City's Board of Water, Light and Sinking Fund Commissioners are hereby authorized to enter into one or more escrow (trust) agreements with one or more commercial banks for the 0 establishment cf a fund for radioactive decommissioning of The City of Daltor.'s nuclear power f acilities; and B RESOLVED FURTHER: That the appropriate members of the City's Board of Water, Light and Sinking Fund Commissioners are hereby authorized to cause such contributions to be made to the D escrow [ trust) funds from time to time as may be required or permitted by the NRC to fund the radioactive deconstissioning costs of The City of Dalton's nuclear power facilities; and D 2 9
4
- RESOLVED FURTHER
- That the appropriate members of the p City's Board of Water, Light and sinking Fund Commissioners are hereby authorised to file with the NRC, prior to July 26, 1990,
! 'and from time to time, such plans and other documents, as may be Q required by the NRC, describing the arrangements for fund 11.g the l radioactive decessaissioning of The city of Dalton's nuclear power , facilities upon the termination of the applicable operating .O license; alid l
- RESOLVED FURTHER
- That the appropriate members of the O City's Board of Water, Light and Sinking Fund Commissioners may l approve such changes, amendments,.or modifications to the secrow
[ trust) agreements, radioactive decommissioning plans and other O documents as may be necessary, proper, or desirable in order to ensure that "'" P.ity of Dalton remains in compliance with any j applicable law, arder or regulation issued by the NRC; and O RESOLVED FURTHER: That the appropriate members of the city's Board of Water, Light and Sinking Fund Conumissioners be, O and each of them hereby is, authorized and directed to take all actions necessary or desirable to carry out the intent and purposes of the foregoing resolutions with respe::t to the funding of radioactive deconnaissioning costs, including but not limited to, executing and delivering all instruments, making all elections, depositing all funds and making all information O required available to the NRC. 3 O-
, ESCROW AGREEMENT
=
THIS AGREEMENT, is made and entered into this 'Sth day of July, 1990, by and between THE CITY OF DALTON. a municipal D _ um political subdivision of the State of Georgia, acting through its Board of Water, Light and Sinking Fund Commissioners, and Cttizen4 and Southetn Tsu4t Compamj (Georgat), N.A. as Escrow Agent (hereinafter referred to as " Escrow Agent"), z r g WITNESSETH : WHEREAS, The City of Dalton has an ownership interest in the g Edwin I. Hatch Nuclear Plant Units 1 and 2 (" Plant Hatch"), located in Baxley, Georgia, and the Alvin W. Vogtle Nuclear Plants Units 1 and 2 (" Plant Vogtle"), located in Waynesboro, Georgia, which are p also co-owned by the Georgia Power Company, Oglethorpe Power Corporation and the Municipal Electric Authority of Georgia as set forth in Exhibit A, attached hereto and incorporated herein by D reference; WHEREAS, The City of Dalton as a co-owner of Plants Hatch and D Vogtle is a co-licensee under Nuclear Regulatory Commission ("NRC") regulations and therefore subject to NRC regulation; D B
WHEREAS, NRC regulations provide that The City of Dalton as a - co-licensee of Plants Hatch and Vogtle - is required to provide assurance prior to July 26, 1990, that certain minimum funds will be placed outside the administrative control of The City of Dalton
= =
and dedicated to the purpose of decommissioning the radioactive = portions of the Plants when their operating licenses expire; WHEREAS, The City of Dalton has elected to satisfy NRC regulations by the method of purchasing bonds and placing them in the custody of an escrow agent; WHEREAS, The City of Dalton desires Escrow Agent to act as an escrow agent in accordance with the terms and con litions of this Agreement; and
.=
j WHEREAS, the Escrow Agent is willing to act as escrow agent in accordance with the terms of this Agreement; 4 J NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the parties hereto agree
, as follows:
Page 2 of 20 1
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y ; i i 3-ARTICLE I ' Delivery and Dinb d tment '
)
- 1. Accointment of Escrou__Acent. The City of Dalton hereby !
1
-appoints Escrow Agent to act a s escrow agent in accordance with and a '
subject to the terms of this hgreoment, and the Escrow Agent hereby l accepts such appointment and agrees to act in accordance with the j terms of this Agreement. Escrow Agent agrees to hold, invest and Q dispose of the Escrow Funds in accordance with the terms and ; conditions of this Agreement. b
- 2. Delivery of Escrow Funh. The City of Dalton has
' delivered to Escrow Agent the 'sersonal property described on J;
Exhibit B, attached hereto and' incorporated herein by reference. ; The escrow account shall consist of four Escrow Funds, one for each ; Participating Unit, as shown on Exhibit B, which shall remain , l O: segregated by Participating Unit, for the purpose of funding the decommissioning costs of the respective Participating Units. I u 3. Representation and Warranties by Participant . The City of V Dalton represents and warrants to the Escrow Agent as follows: Page 3 of 20
)
o-
~n:
-- ( a ) The City of Dalton has good, absolute and marketnle title to all of the.. personal property
!!- deposited into the Escrow Funds and shown on Exhibit B, el it free and clear of al.'. liens, claims, encumbrances, and . U-. 0 -restrictions of every kind. The City of Dalton has the complete and unrestricted right, power and authority to 0. deposit such personal property into the Escrow Funds pursuant to the Agreement. The delivery of such personal property to the Escrow Agent is herein contemplated to vest in the Escrow Agent good, absolute, and marketable title to all of such personal property, free and clear of all liens, claims, encumbrances, and restrictions,. except as provided under the terms of the agreement.
~
(b) The City of Dalton has good, absolute and marketable title to all of the real and/or personal property as of the date such propert:r may be substituted for or added to the assets of the Escrow Funds during the g term of this Agreement and shown on Exhibit B of this Agreement, and such property is held subject to no lease, m rtgage, pledge, lien, harge, security interest, O Sin ultaneous
~
encumbrance, or restrictions whatsoever. Page 4 of 20 9 0 ,
_ = _ _ _ _ . _ with the deposit of the properties shown on Exhibit B,
.The City of Dalton shall take. all steps as may be
. requisite to vest in the Escrow Agent good, absolute, and ,
marketable title to all of such property free and clear of all liens, claims, encumbrances, and restrictions,-
=
except as provided under this Agreement.
- 4. Disbursement of Escrow Funds.
(a) The Escrow Agent shall release the Escrow Fund for a Participating Unit to The City of Dalton upon the presentation of a certificate duly executed by an authorized representative of The City of Dalton attesting 3
] to the occurrence of the events, and in the form set forth in the Exhibit C Specimen Certificate of Events, attached hereto and incorporated herein by reference, and upon pr aentation of a certification in the form set forth in Exhibit D, attached hereto and inecrporated herein by reference.
n (b) Upon Escrow Agent receiving written notification of the default or disability of The City of
-, Dalton from the NRC, Escrow Agent shall release the Page 5 of 20
)
x
lO f O Escrow Fund of the Participating Unit or Units identified by the NRC fron the escrow account as the NRC chall direct, in writing, to provide for the payment of hh, O-costs'of the required decommissioning activities covered by this Agreement. O (c) During the term of this Agreement, The City of Dalton shall be responsible for any and all insurance premiums, personal and real property taxes, federal and state income taxes, or any other taxes that may be imposed by any local, state, or federal governmental authority with respect to the property held in the escrow account. (d) In the event titat The City of Dalton shall transfer part or all of its ownership interest in any Participating Unit, evidenced by a written notification to that effect from an authorized representative of The City of Dalton, the Escrow Agent 'shall release the respective Escrow Funds in accordance with the written 4 dire ti ns f The City of Dalton. 0 Page 6 of 20 O O-
j. i p (e) In the event The City of Dalton determines it has placed funds with the Escrow [ Agent mistakenly or which are otherwise not required to b.e placed in escrow D pursuant to NRC regulations, the Escrow Agent shall release such funds to The City of Dalton upon receipt of written notification to that effect from an authorized D. representative of The City of Dalton. (f)- In the . event that this Escrow Agreement is D terminated in accordance with Section 8 of Article III, the Escrow Agent shall release the Escrow Funde in accordance with the written directions of an authorited D
' representative of The City of Dalton.
ARTICLE II Escrow Account Manacement D'
- l. Investments. In the event that the bonds or other time deposit inve s. . ment in any Escrow fund shall mature prior to the disbursement or termination of such Escrow Fund, the Escrow Agent shall. invest and reinvest the principal and income of such Escrow Page 7 of 20 D
l 1 B-
D. Fund and keep the Escrow Fund invested as a single fund, without distinction between principal and income, in accordance with general investment policies and guidelines which The City of Dalton any communicate in writing to the Escrow Agent from time to time, subject, however, to the provisions of this Escrow 7.greement; the Escrow Agent shall discharge its duties with respect to the escrow D account solely in the interest of The City of Dalton and with the care, skill, prudence, and diligence, under the circumstances then prevailing, that persons of prudence, acting in like capacity and D' familiar with such matters, would use in the conduct of an enterprise of like character and with like aims; ngeet that securities or other obligations of The City of Dalton, or any other B owner or operator of the Participating Unit (s), or any of their affiliates as defined in the Investment Company Act of 1940, as amended, shall not be acquired or held, unless they are securities or other obligations of a stato government.
- 2. Annual Inventory. After delivery of the Escrow Funds to the Escrow Agent pursuant to this Agreement, the cscrow Agent shall, prior to the first day of July of each year, furnish to The
, City of Dalton a statement confirming the inventory of the property in the. escrow account, including, the maturity values and dates of Page 8 of 20 D
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L f 1 [)
- e-O maturity and such'other identifying information as is included in Exhibit B. '..
Ah??CLE III Terms of Esciry
/
9
- l. Duties. The Escrow Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall 9
be responsible only for the performance of such duties and obligations, and shall not be required to take any action otherwise than in accordance with the terms hereof. Except as otherwise 0
- provided herein, the Escrow Agent shall not be bound by any waiver, modification, amendment or supersession of this Agreement, unless ths Escrow Agent's prior writt'en consent shall be first obtained.
- 2. Documents. The Ercrow Agent may treat as genuine and act in reliance upon any notice, request, consent, instruction, 9'
~ direction, receipt, document, instrument,- certificate, letter, paper, or other writing in good faith believed by Escrow Agent te
- g. be . genuine and Escrow Agent shall not be required to investigate the i muthenticity or authorization thereof or accuracy of any Page 9 of 20 9-i O:
1
i i I information contained therein, and Escrow Agent may assume that any person' purporting to give the same has been' duly authorized to do so and that the same is properly made or given. The Escrow Agent I may rely upon any order, judgment, certification, demand, or other writing delivered to it hereunder without being required to determine the propriety or validity of the service thereof or the jurisdiction of any court.
- 3. Liabilities. Escrow Agent shall not be in any manner D
liable or responsible to any person whomsoever for any loss, expense, or damage arising by reason of any act or omission to act by Escrow Agent, or permitted by Escrow Agent, het.under or in D connection with any of the transactions contemplated- hereby, including, but not limited to, any loss or liability that may occur by reason of any forgery, false representations, errors of D judgment, mistakes of fact or law, the exercise of the discretion of Eserow Agent in any particular manner, any act or omission by Escrow Agent, for any other reason, except for the gross negligence or' wilful misconduct of Escrow Agent. The Escrow Agent shall incur no liability for any action or omission to act in accordance with advice of counsel selected by Escrow Agent. Page 10 of 20 D n:
t i D
- 4. Indemnity. The City of Dalton agrees to indemnify and hold the Escrow Agent harmless from vnd against any and all liabilities, including, without limitation, any claims, costs, damages, judgments, attorneys' fees, investigation costs, disbursements, expenses, obligations, taxes, assessments, actions, suits, or charges imposed upon or incurred by Escrow Agent D-hereunder, including any litigation arising from this Agreement or involving the subject matter hereof, or by reason of any of the transactions contemplated hereby, and against any loss Escrow Agent D
may sustain in carrying out the responsibilities of Escrow Agent hereunder. D
- 5. Controversv. In the event any controversy or dispute arising. hereunder or with respect to the construction hereof or any action to be taken by the Erit: row Agent hereunder or otherwise, Escrow Agent may retain ' possession of the Eserow Funds without liability to any one until such controversy or dispute shall have been settled, either by mutual agreement (evidenced by appropriate instructions in writing to the Escrow Agent, signed by the proper authorities) or by binding arbitration, or by a final order, decree, or judgment of a court of competent jurisdiction (but Escrow Agent shall be under no duty whatsoever to institute or Page 11 of 20 D.
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-_._._m ._ .__.__.__m_m________._..__m_ . _ _ . _ . _ _ _ . _ _ _ _ _ _ _ _ . _ _ _ . _ _ _ _ _ _ _ _ . . _ _ _ . _ _ _ _ _ _ _____m_
h I@: 3' defend any. such proceedings). The Escrow Agent shall distribute the Escrow Funds in accordance with the terms hereof unless instructed otherwise by an order of a court .of competent O jurisdiction. Any other provision of this Agreement notwithstanding, Escrow Agent may, at any time in the sole discretion'of Escrow Agent, tender into the registry or custody of O any court of competent jurisdiction the Escrow Funds, together with such legal pleadings Escrow Agent may deem appropriate and thereupon be discharged from all further duties, obligations, and liabilities under this Agreement. All parties hereto hereby submit i 4 to the personal jurisdiction of said court and waive all rights to contest said jurisdiction. 9
- 6. Resianation. The Escrow Agent may resign as such at any time and thereupon A 1scha'rged of all duties and obligations 9
hereunder by giving thirty (30) days' written notice thereof to The City of Dalton. Upon thirty (30) days' written notice, The City of Dalton may replace the Escrow Agent with a successor whereupon the Escrow Agent so replaced shall be discharged of all duties and obligations hereunder; provided however that any such resignation or replacement shall not be effective until The City of Dalton has appo.inted a successor Escrow Agent. The successor Escrow Agent Page 12 of 20 l o!
i l,. \ P O shall have the same powers and duties as those conferred on the Escrow Agent under this Agreement. Upon the successor's acceptance of the appointment, the Escrow Agent shall assign, transfer and pay over to the successor the funds and properties then constituting the ee: row account. If The City of Dalton f ails to appoint a n,cessor escrow Agent within fifteen (15) days of the written notice of resignation or replacement, the Escrow Agent may petition a court of competent jurisdiction to name a successor Escrow Agent. The Escrow Agent shall continue to serve until a successor accepts the escrow and receives the Escrow Funds.
- 7. cost and comoensation. The city of Dalton agrens to O
reimburse the Escrow Agent for all reasonable expenses, disbursements, and advances incurred or made by the Escrow Agent in O Performance of the duties of Escrow Agent hereunder. The Escrow Agent shall be compensated for its services in connection with this Agreement as follows: The City of Dalton shall pay to the Escrow 0: Agent fr m time t time, and the Escrow Agent shall be entitled to, reasonable compensation for all services rendered by it in the. execution of the duties hereby imposed upon it under the terms of O this Agreement and in the exercise and performance of any of the Page 13 of 20 O-l O
h( duties hereunder in such amounts and in such manner as the parties may mutually agree. B
- 8. Termination of Escrow Aareement. This Agreement shall terminate (except for the provisions of Article III hereof,=which shall survive termination) upon the happening of either (1) the complete distribution of the Escrow Funds, whereupon the Escrow Agent shall be relieved of any further daties and obligations hereunder, or (2) written notice of ternination to the ~ Escrow :
Agent signed by an authorized representative of The City of Dalton. ARTICLE IV Miscellaneous
- g. 1. Notices end Authorized Reoresentatives. All notices, consents, or other communications required or permitted hereunder shall be given in writing and hand delivered or sent by certified g- or registered mail, postage prepaid, and return receipt requested, to the persons and at the addresses listed below, who shall serve as the authorized representatives of the parties, respectively, for g all purposes of this Agreement, or to such other persons as may hereafter be designated in writing by the authorized Page 14 of 20 9
y.
)- representatives of the parties in accordance with this Paragraph.- All notices, consents, or other communications shall be deemed given when actually hand delivered, or three (3) days af ter mailing 9 in accordance.with this Paragraph. To The City of Daltont g Mr. DeForrest Parrott, Secretary Board of Water, Light & Sinking Fund Commissioners P. O. Box 869 Ilarris Street Dalton, Georgia 30722-0869 9 To The Escrow Agent: Citizens and SouthcAn Trus! Company (Georgia) National Assoc.iation 33 Nodh Avenue Suite 100 g Atlanta, Georgia 30308 Attn: Olga Warren
- 2. Waiver. No waiver of any breach of any covenant, agreement, or understanding contained herein shall operate as a waiver of any subsequent breach of the same covenant, agreement, or undertaking or as a waiver of a ' breach of any other covenant, agreement, or undertaking. In the case of a breach by any party of any covenant, agreement, or undertaking, the nonbreaching party may g nevertheless accept from the other, any payment or performance without. waiving its right to exercise any right or remedy provided Page 15 of 20 9
9
$~ herein or otherwise, with respect to any such breach which was in existence at the time such payment or performance where accept by it. No failure of any party to exercise any power given herein or ) to insist upon strict compliance uith any covenant, agreement or undertaking contained herein, shall constitute a waiver of such party's right to demand exact compliance with the terms hereof. 3 J The waiver by any party of a breach of any covenant, agreement, or undertaking contained herein shall be made only by a written waiver in each case, and no such waiver shall operate or be construed as a waiver of any prior or subsequent breach.
- 3. Severability. If any provision of this Agreement shall, 5
- to any extent, be held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining part of such provision, and the validity, legality, and enforceability of the other provisions hereof, shall not be affected thereby. If any such invalidity shall be caused by the length of any period of time, the size of any area or the scope of activities set forth in any provicion hereof, such period of time, such area or scope or all, shall be considered to be reduced to a period, area, or scope which would cure such invalidity. Any provision of this Agreement which is held invalid, illegal or Page 16 of 20 4
k l
i I h e 0 unenforceable in any jurisdiction shall not be deemed invalid, illegal, or unenforceable in any other jurisdiction. S
- 4. gguntercart.g. This Agreement may be executed in more than one counterpart, each such counterpart shall be deemed an original, and all counterparts shall constitute one and the same agreement.
S-This Agreement shall be effective when executed by all parties, but all parties need not execute the original or the same counterpart. 9
- 5. Amendments. This Agreement may be amended by a written instrument signed by an authorized representative of each party.
9
- 6. Entire Aareement. This Agreement embodies the entire understanding and agreement among the parties pertaining to the subject matter hereof, and all' prior agreements and understandings of the parties, whether written or oral, are terminated and superseded by this Agreement and shall be deemed merged herein.
- 7. Remedies Cumulative. Except as otherwise expressly provided herein, all rights, remedies, powers and privileges g, conferred hereunder upon any party shall be cumulative and not restrictive of those given by law. No remedy herein conferred is Page 17 of 20 l
l 4 0
h 1 3 exclusiva of any other available remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given by agreement or now or hereaf ter existing at law or in equity or.by statute.
- 8. Assianment. Neither this Agreement nor any right, remedy, g
obligation, or liability arising hereunder or by reason hereof, shall be assignable by the Escrow Agent without the prior written consent of The city of Dalton.
- 9. Bindina Effect. This Agreement shall be binding upon, shall inure t the benefit of, and shall be enforceable by and O
against all the parties and their respective heirs, legal representttives, successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer O. upon any person other than the parties, and their respective heirs, legal representatives, successors, and assigns, any rights, O . remedies, obligar'.ons or liabilities.
- 10. Further Assurances. Each of the. parties will execute, supply such further documents, 0- deliver, acknowledge, or instruments, and assurances as shall be reasonably necessary or Page 18 of 20 O
l' L l \; D. appropriate to carry out the full intent and purposes of this Agreement. - D
- 11. Governino Law. This Agreement shall be administered, construed and enforced in accordance with the laws and decisions of the State of Georgia.
D~ IN WITNESS WHEREOF, the parties have executed this Agreement or caused the same to be duly executed under seal on the day and year first above written. THE CITY OF DALTON By8 tu %/ . <d I (SEAL) Chairman, Board of Water, Light
& Sinking Fund Commissioners ATTEST:
. $ & Y 0c-u d g Secretary, Board of Water, Light and Sinking Fund Commissioners D.
Page 19 of 20 D 4 B
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,, ESCROW AGENT:'
Citizens and Southern Tr st C pany (Georgia), N. A.- O By: N 2*lM <g
' Joe D. Deadwy'le g Senior Vice President O
Sworn'to and i subscribed-before me,_this the g day-of July, 1990. O-
-Ab'w otiry Public ~
0_ 0: My Commission-Expires:
'_90 story Public, Cobb County, Georag
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OL s. O .. 61 Page 20 of 20 O-
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4
-t EXXIBIT A p; .
' PARTICIPATING UNITS AND OWNERSHIP INTERESTS Batch- Hatch Vogtle Vogtle Unit 2 Unit 1 Unit 2 Unit 1 D.
F DPR-57 NPF-5 NPF-68 NPF-81 gcens r License. Expiration 6-13-18 1-16-27 '2-9-29 D .- Date: 0-6-14 Ownership' Interest (Percentage) 50.1 50.1- 45.7 45.7 p- Georgia Power Company oglethorpeLPower 3 .0 30.0 30.0 Corporation-Municipal Electric 17.7 22.7 22.7 Di Authority-of1 Georgia 17.7 _L.1 _2d _,L,1 11 The city of~Delton. 100.0 100.0 100.0 100.0 31 DL i DL l - e - - - - - _ _ _ - - _ _ - - - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ .. -. ____
i Q p,lW , - EXHIBTT-B (p. l'of_5).
~ CITY OF DALTON, GEORGIA ~
DECOMMISSIONING FUND ($000) j BOND MATURITY VALUE @ VALUE C) LIC DESCRIPTION _DATE MATURITY DATE ' EXP!R. DATE WHERE USED . STRIPPED TREASURY Nov-2012 $1,000 $1,142 Hatch ! D?, STRIPPED TREASURY 15-Nov-2014_ . $1,500 $1,468 Hatch 1 15-Nov-2015 $1,500 $1,357 Hatch 1 - STRIPPED TREASURY - 15-Nov-2016 $1,400 - $1,171 Hatch 1-g STRIPPED TREASURY
' 15-Nov-2017 . $2,400 $1,856 Hatch 1 STRIPPED TREASURY STRIPPED TREASURY 15-Nov-2018 $3,000 $2,146 ~ Hatch 1 I '
- STRIPPED REFCORP 15-Jan-2030 $3,300 $989 Hatch I ~
STRIPPED REFCOPS 15-Jan-2020 $3,000 $2,649 Hatch 2
' STRIPPED REFCOR? 15-Jan-2021 $2,200 $1.796 Hatch 2.
D STRIPPED.REFCORP 15-Jan-2022 $2,300 $1,736 Het2 STRIPPED REFCORP 15-Jan-2023 $2,500 $1,744 llesch 2 STRIPPED REFCORP 15-Jan-2024 $1,900 $1,226 ' Hatch 2 ' g. Vincet 2 STRIPPED REFCORP 15-Jan-2025 $900 $537 STRIPPED REFCORP 15-Jan-2026 $700 $386 Hatch 2 STRIPPED REFCORP 15-Jan-2030 $4,700 $1,908 Hatch 2 STRIPPED REFCORP 15-Jan-2027 52,100 $2,100 Vogtle 1 STRIPPED P.EFCORP 15-Jan-2028 $4,500 $4,254 Vogtle i D' STRIPPED REFCORP 15-Jan-2029 $4,600 $3,933 Vogtle 1 STRIPPED REFCORP 15-Jan-2030 $900 $697 Vogtle 1
' STPJPPED REFCORP 15-Jan-2030 $13,000 $12,082 Vogtle 2
$?
$57,500 $45,177 j B
+
, lEXHIBITB(p.2of.5) 4
-TABLE 11-
- THE CITY OF DALTON, GEORGIA -
PLANT HATCH UNIT 2 ($X000)_ SHARE OF-BOND MATURITY VALUE @ . VALUE @ . NRC RULE
- DESCRIPTION: DATE . MATURITY DATE LIC. EXP. DATE - MINIMUM Stripped Refcorp Jan-2020 $3,000 - $2,649 LStripped Refcorp 15-Jan-2021 $2,200 $1,796
. Stripped Refcorp '15-Jan-2022 - $2,300 $1,736 Stripped Refcorp 15-Jan-2023- $2,500 $1,744 i
Stripped Refcorp 15-Jan-2024 - $1,900 $1,226 l l
. Stripped Refcorp
- 15-Jan-2025 $900 $537 l
'$700 $386 1
. Stripped Refcorp Jan-2026 i
Stripped Refcorp ~ 15-Jan-2030 $4,700_ - $1,908
. A i O $18,200 $11,982 $11,885 i
= NOTE: Results reflect earnings thru June 13,2018
- Annual fund earnings rate 8.00%
e + t Filename: DALDCOI
' Amounts may not reconcile due to rounding.
g -.
, ,.i 3
a > M. ii m
- r
['h. $ k ; EXHIBIT B -(p.-J of 5) b a' TABLE'10 THE: CITY.0F DALTON,-GEORGIA-t VOGTLE. ELECTRIC' GENERATING PLANT UNIT 1 ($'X000) SHARE OF BOND- MATURITY VALUE 9: VALUE 9 NRC RULE jjy DESCRIPTIONE DATE MATURITY DATE LIC. EXP. DATE MINIMUM-LStripped Refcorp- 15-Jan-2027 $2,100 $2,100
)j Stripped Refcorp 15-Jan-2028- $4,600 $4,254
' Stripped Refcorp 15-Jan-2029 $4,600 $3,933 Stripped Refcorp 15-Jan-2030 S 900. $ 697 Y
$12,200 $10,984- $10,840
)
NOTE ' Results reflect fund earnings'thru January 16, 2027 AnnualLfund' earnings rate 8.00%'
> Amounts may not reconcile due to rounding.
_) D . Amounts.may not reconcile due to rounding. D
r .-~ > h;,
- EXHIBIT B.(p.l4 of 5)_
TABLE 10 THE CITY OF DALTON, GEORGIA PLANT HATCH UNIT I - y , ($ X 000)-
#" SHARE OF MATURITY VALUE @ - - VALUE @ NRC RULE
- BOND' MINIMUM
- ' DESCRIPTION .DATE MATURITY DATE LIC. EXP. DATE
$6'4% l Stripped Treasury: 15-Nov-2012 -' $1,000. $1,142 15-Nov-2014 $1,50 $1,468 g- : Stripped Treasury
'15-Nov-2015 $1,506 $1,357 Stripped Treasury Stripped Treasury Nov-2016 $1,400 71 Oi '
Stripped Treasury 15-Nov-2017 $2,400 ~ $1,856 15-Nov-2018 $3,000 $2,146 Stripped Treasury . 0i Stripped Refcorp , 15-Jan-2030 $3,300 $989
$14,100 $10,129 $10,068 -
Of Note: Results reflect fund earnings thru August 6,2014 - Annual fund earnings rate 8.00% Filename: DALDCOI Amounts may.not reconcile due to rounding. O f O 0
y: g, ,
- EXHIBIT B_- (p. ; 5 of - 5)
TABLE-11
.THE CITYiOF DALTON,: GEORGIA-VOGTLE ELECTRIC-GENERATING PLANT UNIT 2
($ X000)-
~
SHARE OF-BOND- MATURITY VALUE-@ - VALUE_@ NRC RULE 1 DESCRIPTION. MTE MAT'IRITY DATE- LIC. EXP. DATE MINIMUM Stripped'Refcorp-
~
_15-Jan-2030 $13,000- $12,082
$13,000 $12,082- $11,849'-
- NOTE:- Results reflect fund earnisqs thru= February 9, 2029'
' Annual-fund earnings rate 8.00%
Filename: DALDC01 0; -Amounts may not reconcile due'to rounding. O'
-RECEIPT of the foregoing Escrow Funds is hereby acknowleged,.this day of July, 1990,- ,
O' - ESCROW AGENT: Q $// /gys MD ]MY e s J W Vfw b,
~
a:. fm 0-- 0;
O'-
=2 EXEIBIT C (p. 1 of 2)
~
SPECIMEN CERTIFICATE OF EVENTS 9 [ Insert name and address of escrow agent)
- Attentions Escrow Division Gentlemen
- In accordance with that certain Escrow Avisnt by and g _, as Escrow Agent, between The City of Dalton'and k 1990, I, Secretary of dated ,
9 the Board of Water, Light and Sinking Fund Conomissioners of The City of Dalton bareby certify that the following events have occurred O
~
- 1. The City of Dalton is required to commence the facility, Unit decommissioning of its Plant located at _,, Georgia (hereinafter called the deconsnissioning) .
# 2. The plans and procedures for the commencement and conduct of the decommissioning have been established in accordance with the regulations of the United States Nuclear Regulatory Connaission, or its successor.
- 3. The City Council of The City of Dalton has adopted the g attached resolution authorizing expenditures of funds for decounnissioning costs.
Secretary of the Board of Water, Light 9 and Sinking Fund Conuniesioners of The City of Dalton O Date
k [O
. RIBIBIT C (p. 2 of 2)
SPECIMEN CBRTIFICATE OF RBSOLUFION ' O'
-1, , do hereby certify that I as City Clerk D of' The city of Dalton, a municipal corporation of the State of Georgia ~, . and that the resolution listed below was duly adopted-at
- a. meeting of the City Council on , 20_ .
IN WITNESS WHEREOF, I have hereunto aigned- sry name and-affixed the seal'of the City of Dalton this day of
, : 2 0_, .
O City Clerk of The City of Dalton
-Of RESOLVED, that the City Council hereby authorises' the Secretary or other appropriate member of the Board of Water, <O ' Light- and Sinking Fund Commissioners-- of The city of Dalton to expend amounts for the costs associated with-decommissioning .of-the Plant facility, Unit , from tha funda placed in O' .
escrow for that: purpose with , the Escrow Agent, pursuant to the terms of that certain Escrow Agreement- dated
, 1990, in accordance with the terms and conditions described to this-0:
City, Council at this meeting and with such other terms and - conditions as the Board of Water, Light and Sinking Fund Connaissioners shall approve with and upon the advice of counsel. i O'
O EEBIBIT D SPECIMEM CERTIFICATE (Insert name and address of escrow agent) g Attentions Escrow Division Gentlemans In accordance with the terms of that certain Escrow 9 Agreement by and between The City of Dalton and , as Escrow Agent, dated , 1990, I, , Secretary of the Board of Water, Light and Sinking Fund
# Commissioners of The City of Dalton hereby certify that:
- 1. Decommissioning of The City of Dalton's Plant facility, Unit , located at , Georgia, is procee & g pursuant to a plan and procedures establ' ned in accordance with regulations issued by the Dr " ed States Nuclear Regulatory Commission, or its succe6mor.
- 2. The Escrow Pund requested for release on this date will be expended for deconnaissioning activities pursuant to e such plan.
Secretary of the Board of Water, Light and Sinking Fund 8 Comunissioners of The City of Dalton
~
Date 9 e l
- 1 l
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