ML19209B963
| ML19209B963 | |
| Person / Time | |
|---|---|
| Site: | Wolf Creek  |
| Issue date: | 10/05/1979 |
| From: | Koester G KANSAS GAS & ELECTRIC CO. |
| To: | Parr O Office of Nuclear Reactor Regulation |
| References | |
| NUDOCS 7910110328 | |
| Download: ML19209B963 (100) | |
Text
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KANSAS GAS AND ELECTIlIC COMPANY October 5, 1979 GLENN L. pOESTER vic t P=Esiot wv-c >tmat ioses Mr Olan D Parr, Chief Light Water Reactors Branch No. 3 Division of Project Management U S Nuclear Regulatory Commission Washington, D C 20555 Re: Docket No. STN 50-482 Subj: Request for Additional Financial Information on Kansas Electric Power Cooperative, Inc -
Wolf Creek
Dear Mr Parr:
In response to your letter dated August 27, 1979, I am trans-mitting fifteen (15) copies of the information that you have requested.
Sincerely, f!b'
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O GLK/ ash Encl 1129 049 7910110 4
1 201 N. Market - Wichita, Kansas - Mail Address: P. O. Box 208 / Wichita, Kansas 67201 - Telephone: Area Code (316) 264-1111
s' Mr O D Parr October 5, 1979 OATl! OF AFFIRMATION STATE OF KANSAS
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COUNTY OF SEDGWICK )
I, Glenn L Koester, of lawful age, being duly sworn upon oath, do depose, state and affirm that I am Vice President - Operations of Kansas Gas and Electric Company, Wichita, Kansas, that I have signed the foregoing letter of transmittal, know the contents thereof, and that all statements contained therein are true.
KANSAS GAS AND ELECTRIC COMPANY ATTEST:
By ~Glenn L Koester
,#'/S
/f Vice President - Operations b' N Y
t W B Walker, Secretary STATE OF KANSAS
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) SS:
COUNTY OF SEDGWICK )
BE IT REMEMBERED that on this 5th day of October, 1979, before me, Evelyn L Fry, a Notary, personally appeared Glenn L Koester, Vice President - Operations of Kansas Gas and Electric Company, Wichita, Kansas, who is personally known to me and who executed the foregoing instrument, and he duly acknowledged the execution of the same for and on behalf of and as the act and deed of said corporation.
IN WITNESS WHEPEOF, I have hereunto set my hand and affixed my seal
- (h'..."[...Ete, and year above written.
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I129 050
SERVICE LIST Samuel J Jensch, Esq Edward G Collister, Jr, Esq Chief Administrative Law Judge Collister & Kampschroeder U S Nuclear Regulatory Commission 1203 Iowa Washington, D C 20555 Lawrence, KS 66044 Mr Lester Kornblith, Jr William H Ward, Esq Atomic Safety and Licensing Board Route 4 U S Nuclear Regulatory Commission Lawrence, KS 66044 Washington, D C 20555 Mr James T Wiglesworth Dr George C Anderson 9800 Metcalf, Suite 400 Dept of Oceanography, University General Square Center of Washington overland Park, KS 66212 Seattle, Washington 98195 William H Griffin, Esq Gerald Charnoff, Esq Assistant Attorney General Shaw, Pittman, Potts & Trowbridge State Capitol Bldg 1800 M Street, Northwest Topeka, KS 66612 Washington, D C 20036 Mr Charles Rich, Chairman Alan S Rosenthal, Chairman Coffey County Commission Atomic Safety and Licensing Coffey County Courthouse Appeal Panel Burlington, KS 66839 U S Nuclear Regulatory Commission Washington, D C 20555 CERTIFICATE OF SERVICE A copy of the within instrument was mailed, postage prepaid, on this 5th day of October,1979, to each of the above and foregoing persons.
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omoL eA~L September 21, 1979 l-Mr. Glen Koester, Vice President-Operations
~_I Kansas Gas & Electric Company P. O. Box 208 hr-Wichita, KS 67201 Re:
Responses to Requests for Additional Information Amendment to Wolf Creek CP NO. CPPR-147
Dear Mr. Koester:
Enclosed you will find KEPCo's responses to the NRC's Request for Additional Information in the above capt oned manter.
My understanding is that this material should be fe uvarded t.
the NRC by yourself.
If you'have any questions or problems in regard to this matter, please let me know.
Since*
y yours, lb d y )'
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of kn$'SEBAUM & JOHNSON g
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Ralph Foster, Esq.
Sam Cowley, Esq.
Jay Silberg, Esq.
Charles Ross Joe Mulht,lland 1129 0S2
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RESPONSES TO REQUEST FOR ADDITIONAL INFORMATION AMENDMENT TO WOLF CREEK CP NO. CPPR-147 Question No. 1 Indicate the percentage ownership in the facility and any difference between this and the cooperative's percentage entitlement to the electrical capacity and output of the units.
Explain the reason for the difference, if any.
Responso No. 1 The Kansas Electric Power Cooperative, Inc. (KEPCo) will own an undivided 17% ownership interest in the Wolf Creek Generating Station and this is identical to its entitlement of electric capacity output from the unit.
Question No. 2 Provide a copy of the executed participation agreement between the Kansas Gas and Electric Company and the Kansas Electric Power Cooperative.
Refponse No. 2 Th3 participation hgreement between Kansas Gas & Electric Company (KG&E),
Kr.nsas City Power & Light Company (KCPL), and KEPCo is knc wn as the Gwnership 7.greement.
This agreement has not been executed by the parties because KEPCo has not yet received its long term loan approval.
KEPCo evpcats to obtain a long term loan guarantee from the Rural Electrification Administration; however, additional sources for long term loans are also available to KEPCo.
A Sale Memorandum has been executed and it includes the Ownership Agreement as an attachment; a copy of the Sale Memorandum and its attachments are attached.
Question No. 3 Indicate the amount to be paid to Kansas Gas & Electric Company by the cooperative upon execution of the ownership agreement.
Provide estimates of the total additional payments to be made subsequent to the cxecution of the agreement and through completion of the unit.
Response No. 3
~
KEPCo will pay 17% of the total expenditures for Wolf Creek (8 1/2% each to KG&E and KCPL) upon execution of the ownership Agreement.
At the same time KEPCo will purchase and pay for a 17% interest in Nuclear Fuel Corporation (8 1/2% from each KG&E and KCPL).
The details of these payments are contained in the Sale Memorandum and its attachments.
The estimated payments are itemized below.
1129 053
Estimated Payments To Be Made By KEPCo Plant Related Nuclear Fuel Corp.
Total Payments by KEPCo Additional Additional Additional Book Cost Cost Book Cost
. Cost Book Cost Cost Total S(000)(1)
S(000)(2)
S(000)(3)
S(000)(2)
$(000)
.S(000)
$(000)
On March 31, 1980 714,683.5 6,881.0 4,611.4 276.7 119,294.9
.7,157.7 126,452.6 By December 31, 1980 18,555.1 354.2 18,919.3 18,919.3 By December 31, 1981 26,319.1 5,572.9 31,882.0 31,882.0 By December 31, 1982 20,579.9 1,544.1 22,124.0 22,124.0 By April 30, 1983 4,853.0 4,853.0 4,853.0 All Remaining 145.6 145.6 145.6 TOTAL 185,146.,2 6,881.0 12,072.6 276.7 197,218.8 7,157.7 204,376.5 Footnotes ( ):
(1)
Based on cost estimates prepared by KG&E.
(2)
Es tima ted to be 6.0% of the total book cost at the time of closing.
(3)
Based on cost estimates prepared by KG&E.
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Secretary President ATTEST:
KANSAS CITY POWER & LIGHT COMPANY hu, /hrw bcjen By Secretary
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Preraent
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ATTEST:
KANSAS ELECTRIC POWER COOPERATIVE, INC.
Sec'retary
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rage 1 or 4 KANSAS CITY POWER & LIGHT COMPANY 4330 eALTWORZ avtNyt v
KANSAS CITY, MISSOURI 64141 ROBERT A. OLSON cmsam.m orsuneaseo January 24, 1973 Mr. Gordon W. Evans Chairman of the Board Kansas Gas and Electric Company P.
O.
Box 208 Wichita, Kansas 67201 Re: Nuclear Electric Generating Station
Dear Gordon:
Recognizing that by 1981 KGEE and KCPL cach will require sub-stantial amounts of additional electric generating capacity, this letter, upon acceptance, will confirm the agreement of KGEE anc KCPL to participate equally in the study, planning, engineering, licensing, construction and ownership of a nuclear power unit, including a related 345 kv substation, (" Nuclear Unit #1") to be k
located at a new electric generating station (" Nuclear Station")
in Eastern Kansas and scheduled for commercial operation by April 1, 1981, subject to the following:
1.
KGEE and KCPL will determine by mutual agreement (a) the specific site, location, design and characteristics of the Nuclear Station, which shall be environmentally acceptable and reasonably related to the individual system requirements of KGSE and -:C?L, and (b) the size, design criteria, specifications and other engineering aspects of Nuclear Unit #1 utilizing, where practicable and to the extent beneficially available and permissible, indus try standard-ization efforts in the study, planning, engineering, licensing and construction thereof.
Because of lead time recuirements, KGEE anc KCPL will initiate and expedite all ' pre-licensing matters.
2.
KGEE and KCPL will endeavor to accommodate other power suppliers desiring a limited share of the capacity of Nuclear Unit
- 1 on a basic consistent with fairness in resolving problems of multi-party capacity entitlement, ownership, financing and nuclear expertisc., KGEE, KCPL and such other power suppliers wnose agreed capacity entitlement is represented by an ownership interest in the Nuclear Station and Nuclear Unit #1 (the " Owners") will be indi-vidually responsible for timely providing, in proportion to their respective percentage ownership interests therein, those funds (jlh necessary for the completion thereof', provided that KCSE and KCPL
?00R ORDig n27 072
Mr. Gordon W.
Evans January 2%, 1973 each will have and maintain a 50% undivided ownership interest there-7 in, with equal rights in respect thereto, until such time as the form,
^-
type, and extent of the capacity entitlement of other power suppliers is mutually agreed upon and finally determined and arranged.
3.
Ownership of the Nuclear Station and Nuclear Unit #1 will be in such form and type as determined by KGEE and KCPL to be best suited to neet the needs of the Owners, and may be indirect (through stock ownership in a separate corporatien;, direct (as tenants in common, each with undivided ownership interests therein) or otherwise.
The Owners will execute an appropriate Ownership Agreement, and other implementing documents from time to time, with provisions (a) creating and confirming the nature and extent of their ownership interests,
(b) waiving their respective rights of partition, (c) providing rights
.of first refusal, and (d) otherwise agreeing to restrictions and covenants with respect to their ownership interests, as and to the extent permitted by Kansas law, which provisions will inure to and be binding on all beneficial ownership interests therein, whether held nominally or otherwise; provided that until the Ownership Agreement is
. executed, all property and property rights acquired for the Nuclear Station and Nuclear Unit #1 shall be taken and held in the name of a Trustee for the use and benefit of the Owners.
4.
The Nuclear Station will be acquired and designed as a multi-unit site.
The Owners will, upon mutually agreeable terms,.coperate
/s-in adjusting their-percentage ownership interests in its common facilities to permit join't use thereof in the operation of additional
, units, even though such percentage ownership interests may thereafter differ from their percentage ownership interests in Nuclear Unit #1.
5.
Acquisition of initial and replacement fuel for Nuclear Unit
- 1, whether by purchase, lease or.otherwise, will be subject to terms and conditions mutually agreeable to the Owners, who will jointly execute agreements therefor.
6.
All policies relating to the operation and maintenance of the Nuclear Station and Nuclear Unit #1, including equitable pro-visions for sharing the operating and maintenance costs thereof, will be established by an Operating Agreement to be executed by the Owners and administered by Operating Committees.
7.
Nuclear Unit #1 capacity entitlements will be on tne oasis of percentage ownership interests therein, subject to any joint obligations of the Owners under participation arrangements with power suppliers holding no beneficial ownership interest therein.
The use by one Owner or another's capacity entitlement in Nuclear Unit #1 will be settled on the basis of applicable rate schedules under mutually satisfactory Interchange Agreements to be executed by and among the Owners.
i129 0/3
Page 3.of 4 Mr. Gordon W.
Evans January 24, 1973
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All risk, loss and damage arising out of matters contem-
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plated herein (including waste disposal from Nuclear Unit #1) will be borne by the Owners in proportion to their percentage ownership interests therein, portions of chich may be insured at costs to be shared proportionately by them.
The Owners, including the bene-ficiccies of any nominal Owner, will be named insureds as their respective interests may appear, with subrogation rights waived.
9.
KGSE and KCPL each will individually construct, own,
. maintain and operate adequate 345 kv transmission facilities extend-ing from Nuclear Unit #1 substation to a mutually agreed point or points of interconnection with its other system facilities serving its principal load center at Wichita, Kansas, or Kansas City, Missouri, respectively.
10.
KGEE and KCPL cach will cooperate with the other and use its best efforts to implement the provisions hereof; provided, how-ever,.this Letter Agreement shall not become effective unless and until approved by the respective Boards of Directors of KGEE and KCPL.
Sincerely yours, KANSAS CITY POWER E LIGHT COMPANY 3
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Cha.trman of the board E
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KANSAS GA ANp ELECrPJC COMPANY
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2 KANSAS GAS AND ELECTRIC COMPANY t
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P.O. 5 3 208 Nich::a. Kansas 6723:
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RECEIVED I
Mr Elmer H,11
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1 The Burlington, Kansac power plant designation will be WOLF CREEK GENZRATING STATION T
The nuclear unit will be indicated c.s Unit 61.
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e 1129 075
Exh1Dit B Page 1 of 1 EXHIBIT B fL Formula and Procedure for Determining Purchase Prices The purchase price to be paid by KEPCo shall be in an amount equal to that required to assure that KG&E and KCPL will each have no book gain or loss as a result of the sale.
For this purpose the purchase prices to be paid to KG&E and KCPL will be calculated using the following formula (using 1979 tax rates):
[(Book Cost - Tax Basis) + (1.
.49645)] + Tax Basis = Purchase Price The purchase prices to be paid by KEPCo to KG&E and KCPL each shall be based on the foregoing formula.
The parties will cooperate in expedi-tiously seeking tax counsel acceptable to all parties, at KEPCo's expense, for the purpose of determining the prospects of a capital gains treatment and the relative allocation of the gain between short-term and long-term capital gains.
If there is a reasonable prospect that a capital gains treatment will be accepted by IRS, then KG&E and KCPL will file tax returns based on a capital gains treatment with the allocation between short-term and long-term capital gains that minimizes the tax burden associated with their respective differences between book and tax costs.
In such event, the foregoing formula will be adjusted to reflect the capital gains treatment and the pur-chase prices paid or to be paid by XEPCo will be adjusted based on such adjusted formula.
If the IRS subsequently disallows such capital gains treatment and requires ordinary income treatment or adjusts the allocation between short-term and long-tc.rm capital gains, then, and in such event KEPCo will indemnify KG&E and KCPL cach for the additional mcome taxes due by it plus required interest thereori and any expenses incurred by it applicable thereto, net of applicable income tax.
1129 076
DRAFT 2-14-79 TRANSMISSION AGREEMENT k
BETWEEN KANSAS GAS AND ELECTRIC COMPANY AND KANSAS ELECTRIC POWER COOPERATIVE, INC.
February 20, 1979 Table of Contents Article Title Page Preamble 1
I Introduction 1
II Term of Contract 2
2.1 Effective Date 2
2.2 Commencement of Deliveries of Electric Power and Energy 2
2.3 Term of Contract 3
III Definitions 3
3.1 KG&E's Power Supply Area 3
3.2 KEPCo Members In KG&E's Power Supply Area 3 3.3 Firm Capacity 3
A' 3.4 Non-firm Capacity 3
3.5 WCGS 1 4
3.6 Distribution System 4
3.7 Transmission System 4
3.8 Interconnection Point 4
3.9 Delivery Point-4 3.10 Total Demand Requirements 4
3.11 KEPCo's Capacity Entitlement From WCGS 1 4
3.12 Wolf Greek Capacity Used In The KG&E Power Supply Area 4
3.13 SPA Capacity Used In The KG&E Power Supply Area 4
3.14 Other Capacity Used In The KG&E Power Supply Area 5
3.15 Minimum Reserve Criteria 5
3.16 KEPCo's Reserve Capacity Requirement 5
3.17 Partial Requirements Capacity 5
3.18 Partial Requirements Energy 5
3.19 Maximum obligation Capacity 5
3.20 KEPCo's Total System Peak Responsibility 5
3.21 KEPCo's Portion Of WCGS 1 Station Uses 5
3.22 KEPCo's Total Energy Requirements Within The KG&E Power Supply Area 6
3.23 Emergency Support Service 6
1129 077
Article Title Page 3.24 Maintenance Support Service 6
3.25 Contract Year 6
3.26 Contract 6
3.27 Control Area 6
IV Transmission and Power Supply Provisions, Conditions and Limitations 6
4.1 WCGS 1 Power 6
4.2 SPA Power (1979 to WCGS 1 Operation) 7 4.3 SPA Power (During UCGS 1 Operation) 7 4.4 Other Power (During WCGS 1 Operation) 8 4.5 Use of SPA Power 8
4.6 Transmission of Excess Power and Energ.>
9 4.7 KG&E & KEPCo Consultation and Planning 9
4.8 Transmission of Power 9
4.9 Losses 9
4.10 Delivery Points 10 4.11 Delivery Points on KG&E's Distribution System 10 4.12 New Delivery Points 10 4.13 Equipment on Other Party's Property 11 4.14 Conversion of Operating Voltage Levels 11 4.15 Interconnecr.icn Point 11 4.16 Voltage Tolerance 12 b
4.17' Capacity of Generating Resources 12 4.18 KEPCo's Load Forecast 12 4.19 Projected Total Demand Requirements 12 4.20 Specification of KEPCo's Power Sources 13 4.21 Modification of KEPCo's Specification of Power Sources 13 4.22 Estimated Use of KEPCo Resources in Other Areas 13 4.23 Scheduling and Dispatching 13 4.24 KEPCo's Estimated Hour-by-Hour Loads 14 4.25 Partial Requirements Capacity 15 4.26 Adjustments to Partial Requirements Capacity 15 4.27 Supplemental Energy Requirements 16 4.28 Corrections to Adjust for Actual Energy Deliveties 16 4.29 WCGS 1 Energy Allocation 16 4.30 KEPCo's Total System Peak Responsibility 16 4.31 KEPCo's Reserve Capacity Requirement 16 4.32 KG&E's Sale to KEPCo of Reserve Capacity 17 4.33 Emergency and/or Maintenance Support Service 17 4.34 Loss of WCGS.1 17 4.35 Pricing of Emergency and/or Maintenance Support Service whea WCGS 1 is Curtailed 18 1i29 078 f
Article Title Page s
4.36 Operating Reserves 19 4.37 Sale of KEPCo's Excess Energy 19 4.38 Inadvertent Transfer of Energy 19 4.39 Automatic Load Relief Measures 19 4.40 Power Factor (Heavy Load Conditions) 20 4.41 Power Factor (Light Load Conditions) 20 4.42 Power Factor Checks 20 4.43 KEPCo Furnished Cocaunications Facil-ities 20 V
Service Schedules and Charges 21 5.1 Transmission Service Schedule 21 5.2. Capacity and/or Energy Service Schedules 21 5.3 Service Schedules 21 5.4 Charges for Dispatching and Power and Energy Accounting 21 5.5 Notification of a Proposed Change In Service Schedules 22 VI Metering 22 6.1 Metering Equipment 22 6.2 Testing of Metering Equipment 22 h--
6.3 Adjustments for Meter Inaccuracies 23 6.4 Records 23 6.5 Power and Energy Accounting 23 VII Accounting and Billing 24 7.1 Billing Period 24 7.2 Bills 24 7.3 Filing Fees 24 7.4 Disputed Billing Amounts 24 VIII Force Maj eure and Indemnification 24 8.1 Force Maj eure 24 8.2 Hold Harmless 25 IX Arbitration 25 9.1 Controversies 25 9.2 Notice to' Arbitrate 25 9.3 Selection of Arbitrator 25 9.4 Scope of Arbitration 26 9.5 Findings and Award 26 9.6 Costs 26 X
Miscellaneous 26 10.1 Filing with Regulatory Authorities 26 10.2 Waivers 26 (Jll 10.3 Assigns and Successors 26
-iii-1129 079
Article Title Page 10.4 Notifications 27 10.5 Authority of KEPCo to Act on Behalf of Members 27 10.6 REA Guaranty 27 10.7 SPA Contract 27 10.8 Capital Credits 27 10.9 Cancellation of Existing Contracts 27 Exhibit A - Delivery Points Exhibit B - Interconnection Points Exhibit C - Losses Exhibit D - Calculation of " Capacity Megawatt-Days Chargeable To KEPCo" H
I 1129 080
-iv-
DRAFT 2-14-79 I"
w TRANSMISSION AGREEMENT BETWEEN KANSAS GAS AND ELECTRIC COMPANY AND KANSAS ELECTRIC POWER COOPERATIVE, INC.
THIS CONTRACT, made and entered into this 20th day of February, 1979, by and between Kansas Gas and Electric Company, a corporation organized and existing under the laws of the State of Kansas, hereinafter referred to as "KG&E",
and Kansas Electric Power Cooperative, Inc., a corporation organized and existing under the laws of the State of Kansas, hereinafter referred to as "KEPCo" and which is predicated upon one certain Settlement Agreement entered into May 20, 1976, and approved by the Nuclear Regulatory Commission (NRC) and upon licensing conditions contained in the Construction Permit dated May 17, 1977, as granted by NRC for construction of Wolf Creek Generating Station, Unit No. 1 (WCGS 1).
Ff ARTICLE I INTRODUCTION 1.1 KG&E is engaged in the generation, transmission, distribution, and sale of electricity and has been the sole supplier of electric power and energy to those cooperative Delivery Points connected to KG&E's electrical system.
1.2 KEPCo is an electric power supply cooperative which intends to supply the electric power requirements of its member electric distribution cooperatives, some of which receive all or a portion of their electrical requirements through Delivery Points served from KG&E's electrical system.
1.3 KG&E, KEPCo and Kansas City Power and Light Company (KCPL) are joint owners of Wolf Creek Generating Station Unit #1 pursuant to the Wolf Creek Generating Station. Ownership Agreement of even date herewith whereby KEPCo acquires seventeen percent (17%) undivided ownership interest in and to Wolf Creek Generating Station Unit #1.
Said Ownership Agreement is~ incorporated herein and made a part hereof the same as if set out at length herein.
1129 081
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l.4 KEFCo has entered into a contract with the South-western Power Administration (SPA) for the purchase of hydro peaking capacity and energy, a copy of which contract is attached hereto and made a part hereof the same as if set out at length herein.
1.5 KG&E desires to sell and KEPCo desires to purchase electric power and energy as partial requirements solely for use by KEPCo in satisfying the electrical power and energy requirements of its members in KG&E's Power Supply Area or as limited and provided for herein.
1.6 KEPCo is authorized and empowered by its members to generate, transmit, deliver and sell bulk power supply to, for and on behalf of its members.
KEPCo is duly au-thorized and empowered by its members to enter into this Contract for the benefit of KEPCo and its respective con-stituent members.
1.7 KEPCo has or will have contracts with certain of its member cooperatives in the State of Kansas for the sale and delivery of electric power and energy o said member aooperatives.
fs,
Now, therefore, KG&E and KEPCo, each for itself, its successors and assigns, and for the benefit of the other, its successors and assigns, hereby covenant and agree as follows:
ARTICLE II TERM OF CONTRACT 2.1 Effective Date.
The effective date of this Con-tract shall be the date of its execution by the parties hereto, the date the approval of,the Rural Electrification Administration is secured, the date it is permitted to become effective by the State Corporation Commission of the State of Kansas, or the date it is permitted to become effective by the Federal Energy Regulatory Commission, whichever date is latest.
2.2 Commencement of Deliveries of Electric Power anc Energy.' The date of commencement of deliveries of efectric power and energy hereunder shall be the date on which KEPCo acquires an ownership interest in WCGS 1 or the date on which KEPCo is entitled to begin receiving power and energy 1129 082
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under its SPA contract, whichever date is later.
KEPCo shall give thirty (30) days advance notice to KG&E of such date of commencement of deliveries.
In the event KEPCo is not entitled to begin receiving such SPA power and energy prior to the date of commercial operation of WCGS 1, the delivery of electric power and energy hereunder shall commence on the first day of commercial operation of WCGS 1, provided that KEPCo holds an ownership interest in WCGS 1.
2.3 Term of Contract.
The term of this Contract shall commence on the effective date hereof and shall terminate only upon sixty (60) months written advance notice given'by any party to the other; provided that the Contract shall not be terminated prior to December 31 of the calendar year WCGS 1 ceases commercial operation or December 31, 2021, whichever date is later.
ARTICLE III DEFINITIONS As used herein:
I'I 3.1 "KG&E's Power Supply Area" refers to those portions of the KEPCo Members' certified service areas whose electric pcwer needs are supplied from KG&E Delivery Points.
3.2 "KEPCo Members In l'G&E's Power Supply Area" refers to those KEPCo member Rural Electric Cooperatives (REC) having Delivery Points which are served from KG&E's electric system, such members presently being:
Butler Rural Electric Cooperative Association, Inc., Caney Valley Elcctr'c Coopera-tive Association, Inc.; United Electric Cooperative, Inc.,
The Radiant Electric Cooperative, Inc., Sedgwick County Electric Cooper;tive Association, Inc., Sekan Electric Cooperative Association, Inc., Sumner-Cowley Electric Coop-erative, Inc., and Coffey County Rural Electric Cooperative Association, Inc.
3.3
" Firm Capacity" is that generating capacity which is purchased, sold, or otherwise made available for which the party supplying the capacity provides reserve capacity, whether acquired by ownership or by purchase.
3.4 "Non-firm Capacity" is that generating capacity which is purchased, sold, or otherwise made available for which res.crve capacity is not provided.
1129 083
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D 3.5 "WCGS 1" refers to Wolf Creek Generating Station, Unit #1 as defined in the Wolf Creek Generating Station Ownership Agreement.
3.6
" Distribution System" refers to those electric facilities operated at a nominal 25 Kilovolts (KV) and below.
If KG&E classifies and operates 35 KV class fa-cilities as distributicn facilities such facilities will be considered to be part of the Distribution System.
3.7
" Transmission System" refers to those electric facilities operated above a nominal 25 KV except that it does not refer to those 35 KV facilities which are con-sidered as part of the Distribution System.
3.8
" Interconnection Point" is the point of change in ownership of transmission facilities which connect KG&E's Control Area to anotner Control Area and across which power and energy may under normal canditions flow in either direction.
" Interconnection Point" also refers to those facilities which connect KEPCo-owned generating equipment directly to KG&E's Transmission System.
3.9
" Delivery Point" is a point of conrection of the
( s, electric systems of KG&E and KEPCo or KEPCo hembers in KG&E's Power Supply Area at which ownership changes and which is not an Interconnection Point as defined above.
3.10 The " Total Demand Requirements" for KEPCo in KG&E's Power Supply Area refers to the annual maximum coin-cidental demand during the Contract Year of KEPCo Delivery Points served from the KG&E system as measured on a 60-minute clock hour basis plus losses associated with such delivery.
3.11 "KEPCo's Capacity Entitlement From WCGS 1" is KEPCo's portion of WCGS 1 rated capacity to which KEPCo is entitled by right of ownership, as provided in Section 4.1 of the Wolf Creek Ger crating Station Ownersh.? Agreement.
3.12
" Wolf Creek Capacity Used In The KG&E znwer Supply Area" is that portion of KEPCo's non-firm Capacity Entitlement from WCGS 1 that is scheduled for use in the KGSE Power Supply Area during th. Contract Year.
3.'13
" SPA Capacity Used 'n The KG&E Pc.ver Supply Area" is the amount of peaking capacicy purchased by KEPCo from SPA which is scheduled for use in the KOSE Power Supply Area during the Contract Year.
T7e SPA capacity used in the KG&E Power Supply Area will be considered as firm pcwer.
1129 084 (s_
3.14 "Other Capacity Used In The KG&E Power Supply Area" is firm or non-firm generating capacity owned by KEPCo, purchased by KEPCo, or to which KEPCo may otherwise have title, which is scheduled for use in the KG&E Power Supply Area during a Contract Year other than Wolf Creek Capacity, SPA Capacity, or capacity purchased from KG&E.
3.15
" Minimum Reserve Criteria" refers to that reserve criteria, in percent, applicable to the interconnected systems of KG&E and KEPCo, which has been established on a regional basis to ensure reliable operation of the electric utility systems within that region with such criteria being established by the MOKAN Pool, in the case of minimum capacity reserve criteria, and by the Southwest Power Pool (SWPP) in the case of minimum operating reserve criteria.
3.16 "KEPCo's Reserve Capacity Requirement" refers to reserve capacity which KEPCo is required to maintain in order to ensure reliable operation in accordance with established induttry practices.
3.17
" Partial Requirements Capacity" is firm capacity sold by KG&E to KEPCo solely for use in the KG&E Power Supply Area and refers to the proj ected Total Demand Re-quirements for KEPCo in KG&E's Power Supply Area during a bss Contract Year, -which requirements are not met by Wolf Creek Capacity Used In The KG&E Power Supply Area, SPA Capacity Used In The KG&E Power Supply Area, or Other Capacity Used In The KG&E Power Supply Area.
3.18
" Partial Requirements Energy" is that energy obtained b; "EPCo from its Partial Requirements Capacity.
3.19
" Maximum obligation Capacity" is the maximum amount of power which the parties mutually agree cay be delivered to each Delivery Point.
3.20 "KEPCo's Total System Peak Responsibility" is the amount of the power responsibility in the KG&E Power Supply Area against which KEPCo must apply the Minimum Reserve Capacity Criteria in determination of KEPCo's Reserve Capacity Requirement.
3.21 "KEPCo's Portion Of WCGS 1 Station Uses" refers to KEPCo's proportionate share of the hourly amounts of energy delivered to WCGS 1 from KG&E's Transmission System to supply WCGS 1 statian uses when WCGS 1 is unavailable or not generating sufficient electric power to supply WCGS 1 station uses.
b 1129 085 3.22 "KEPCo's Total Energy Requirements Within The f
KG&E Power Supply Area" is the total of the metered amounts dE of energy delivered to all Delivery Points in the KG&E Power Supply Area during a specified period of time plus KEPCo's Portion Of WCSG 1 Station Uses plus an allowance for energy losses associated with such energy deliveries.
3.23
" Emergency Support Service" shall mean capacity and energy supplied by one party to another party during any period when emergency conditions exist temporarily on the system of such other party so that generation and trans-mission facilities of such system, including purchases (not including such Emergency Support Service), are inadequate to carry the party's system load responsibility and provide required operating reserves.
3.24
" Maintenance Support Service" shall mean capacity and energy which one party desires to purchase from the other party for reasons including, but not limited to, deferring use of fuel or water, transmission system opera-tions, scheduled generation maintenance, scheduled outages of generating units, unscheduled outages of generating units for the period following the termination of Emergency Support Service, environmental considerations, or other reasons of similar nature.
p'#
3.25 The." Contract Year" shall begin June 1 and end May 31 of the following year.
3.26
" Contract" shall mean this Transmission Agreement as it may be amended from time to time.
3.27
" Control Area" refers to a balanced portion of the overall power system having generation resources which are automatically controlled on an instantaneous basis to meet the total load responsibility in that portion of the overall power system.
ARTICLE IV TRANSMISSION AND POWER SUPPLY PROVISIONS, CONDITIONS, AND LIMITATIONS 4.1 WCGS 1 Power.
KEPCo's power from WCGS 1 shall be transmitted by KG&E for KEPCo to such Delivery and Inter-connection Points on KG&E's system and in such amounts as specified by KEPCo, provided, however, such transmission and delivery of power shall be reasonable as to the number of points of delivery, the adequacy of the system to carry such gggg power and the frequency of schedule changes.
The power li29 086
_3_
I which KEPCo obtains from WCCS 1 shall be utilized first to b-satisfy the power requirements of the KEPCo Members in KG&E'T Power Supply Area to the maximum extent reasonable and efficient to do so and to the extent consistent with KEPCo's other power supply obligations to the Kansas members of Kansas Electric Cooperatives, Inc. (KEC) as constituted as of May 20, 1976.
During the Contract Year in which WCGS 1 commences commercial operation and in each succeeding year of operation of WCGS 1 no less than forty-two percent (42%)
of the Projected Total Demand Requirements of the KEPCo Members in KG&E's Power Supply Area shall be satisfied by KEPCo by use of its available power from WCGS 1.
4.2 SPA Power (1979 to WCGS 1 Oneration).
Subj ect to all the provisions hereof and commencing approximately October 1, 1979, and extending until WCGS 1 commences commercial operation or until such date as it is finally abandoned, KG&E shall transmit for KEPCo (a)
Sixty megawatts of preference-customer power, to the extent available, which KEPCo obtains from SPA subsequent to the Harry S. Truman Dam commencing commercial operation and pursuant to the SPA-KEPCo contract provided that such prefer-ence power is delivered to KG6E's Neosho Sub-f' '
station near Parsons, Kansas, and/or Litchfield Substation near Pittsburg, Kansas.
(b)
An additional thirty megawatts of SPA preference-customer power beginning July 1, 1980.
4.3
' SPA Power (During WCGS 1 Operation).
When WCGS 1 commences commercial operation and thereafter in each succeeding calendar year until WCGS 1 ceases operation, or until the calendar year 2021, whichever is later, KG&E shall transmit for KEPCo when delivered at its Neosho and/or Litchfield Substations, a total of ninety megawatts of preference-customer power (inclusive of the SPA power described in Paragraph 4.2 above) which KEPCo obtains from SPA or from a source or sources which as a matter of law are administrative 1y foreclosed to KG&E by virtue of a statutory or regulatory preference.
Such power described in Paragraph 4.2 and this Paragraph 4.3 shall be transmitted by KG&E for KEPCo on a contractual buy-sell arrangement unless by entering into such an arrangement KEPCo would lose its entitlement to such preference power.
1129 087 (4-4.4 Other Power (During WCGS 1 Operation).
When WCGS 1 commences commercial operation and thereafter so long as WCGS 1 continues in operation, or until calendar year 2021, whichever is later, KG&E shall transmit for KEPCo (a)
Any additional quantities of power which KEPCo generates from a source other than WCGS 1, or which KEPCo obtains from any power source or sources which as a matter of law are not administratively foreclosed to KG&E by virtue of a statutory or regulatory preference, provided that such power is transmitted by KG&E to KEPCo Members in KG&E's Power Supply Area for the use of such members; and (b)
Any other quantities of power which KEPCo generates from a source other than WCGS 1 or which KEPCo obtains from any power source or sources which as a matter of law are not admini-stratively foreclosed to KG&E by virtue of a statutory or regulatory preference, to the same extent that KG&E would reasonably agree to trans-mit such power for any other electric utility.
/
All the power described in this paragraph shall be trans-mitted by KG&E for KEPCo upon reasonable and timely request for such transmission and only on the basis of contractual buy-sell arrangements similar in duration and terms to KG&E's then existing comparable buy-sell contractual arrange-ments with other electric utilities.
Pursuant to any such as delivered by the seller or' purchase the designated power buy-sell contract, KG&E shall any other entity at Intercon-nection Points on KG&E's system and shall resell the same to KEPCo at Delivery Points or Interconnection Points as designated by KEPCo at the KG&E purchase price plus an amount which constitutes KG&E's transmission cost, including a reasonable return on the investment allocable solely to the transmission of such power.
4.5 Use of SPA Power.
Until such time as the Harry S.
Truman Dam commences commercial operation, all of the power transmitted by KG&E for KEPCo pursuant to the provisions of Paragraph 4.2(b) above shall be used to satisfy the power requirements of KEPCo Members In KG&E's Power Supply Area.
When the Harry S. Truman Dam commences commercial operation and in each succeeding year of operation of WCGS 1, no less than forty megawatts of power and associated energy trans-mitted by KG&E for KEPCo pursuant to the provisions of Paragraphs 4.2 and 4.3 above, if available, shall be used to g
satisfy the power and energy requirements of the KEPCo Members In KG&E's Power Supply Area.
1129 088
-8~
I[ '
4.6 Transmission of Excess Power and Energy.
Insofar as the power and energy for KEPCo from WCGS 1 and the power and energy transmitted by KG6E for KEPCo in the manner provided in Paragraphs 4.1, 4.2, 4.3 and 4.4 is not utilized in KG&E's Power Supply Art 1, as reasonably and fairly determined by KEPCo in accardance with the provisions of this Contract, KG&E shall, upon reasonable and timely re-quest for such service, transmit such excess power and energy for KEPCo from and to such Interconnection Points on KG6E's system and in such amounts as specified by KEPCo on terms and conditions as provided in Paragraphs 4.1, 4.3, and 4.4 above.
4.7 KG&E & KEPCo Consultation and Planning.
KG&E and KEPCo agree to consult with each other with respect to the planning and construction of additional transmission facilitics including the most desirabic timing, location, voltage, size and associated equipment of additional transmission Inter-connection Points and Delivery Points or abandonment of established Interconnection and Delivery Points.
KG&E shall include in its planning and construction of additional transmission facilities sufficient transmission capacity to accommodate the transmission described in Paragraphs 4.1, 4.3, 4.4, and 4.6 provided that KEPCo gives KG&E sufficient advance notice as may be necessary to accommodate such
/s-requirements from a functional and technical standpoint.
4.8 Transmission of Power.
The transmission described in Paragraphs 4.1, 4.2, 4.3, 4.4, and 4.6 above shall be available to KEPCo provided that KEPCo gives KG&E reasonable advance notice of the transmission required, and, provided further, t'nat such transactions can be reasonably accommo-dated from a functional and technical standpo!
and to the extent that KG&E can do so without impairing service to its customers including other electric systems to which it has firm commitments.
Nothing herein imposes a requirement on KG&E to become a common carrier.
4.9 Losses.
For that power and energy which is delivered by KG&E to KEPCo's Delivery Points in KG&E's Power Supply Area, losses associated with such delivery will be calculated as shown in Exhibit "C",
attached hereto and made a part hereof.
The loss values contained in Exhibit "C" shall be annually reviewed by both parties jointly and modified accordingly.
For that power and energy delivered to Inter-connection Points by KG6E, the loss factors will be on a mutually agreeable basis that fairly accounts for the losses incurred.
li29 089 9
k' 4.10 Delivery Points.
Delivery Points are specified in Exhibit "A" which is attached hereto, properly executed by both parties, and made a part hereof, and any new De-livery Points mutually agreed upon by the parties will by amendment be added to Exhibit "A".
KG&E agrees to transmit and deliver for KEPCo to said Delivery Points on KG&E's system, such amounts of powar and energy as are required at said Delivery Points up to but not in excess of the Maximum Obligation Capacity specified in Exhibit "A" for each Delivery Point.
The amounts of specified Maximum Obligation Capacity may be changed from time to time by mutual agree-ment of the parties to this Contract.
4.11 Delivery Points on KG&E's Distribution System.
Service to those Delivery Points which are located on.KG&E's Distribution System is based on availability of excess capacity in the KG&E Distribution System.
In the event that KG&E determines that excess distribution capacity no longer exists KG&E may, upon reasonable notice to KEPCo, cause KEPCo to limit the use of a Delivery Point (s) on KG&E's Distribution System to the then existing Maximum Obligation Capacity in which case KEPCo shall transfer its excess electric load from said Delivery Point (s) to other existing Delivery Points or to a new mutually agreeable Delivery Point (s) on the KG&E system.
KEPCo shall strive to minimize the total Iss number of Delivery Points and to abandon Delivery Points from KG&E's Distribution System whenever practicable.
4.12 New Delivery Points.
KEPCo and its member RECS agree to utilize existing Delivery Points to the greatest extent to which it is reasonable and efficient to do so.
In the event KEPCo or its member RECS cannot effectively use existing Delivery Points for new loads and therefore request service to a new REC-owned substation, KG&E and KEPCo shall mutually agree to the location of a new Delivery Point.
In the event service to the REC-owned substation cannot be directly supplied from KG&E's then existing Transmission System, KG&E shall determine if it desires to extend its Transmission System to service such new substation.
If, after a reasonable time, KG&E finds it not expedient to so extend its Transmission System, KEPCo or its m;mber RECS shall provide those transmission facilities necessary to connect its substation (s) to said new Delivery Point.
KEPCo or its member RECS will furnish all substation facilities which may be required to step down to the REC's desired voltage level.
The electrical one-line diagram of new substations or switching facilities and those to which significant modifications are to be made shall be submitted to KG&E for review.
All new Delivery Points and all exten-g sions of' transmission taps from existing Delivery Points 1129 090 N"
shall conform with KG&E's established policies regarding attachments to KG&E'; system.
Such policies shall be substantially the same as those practices observed by KG&E within its own system.
KEPCo and its member RECS shall operate their facilities in a manner consistent with KG6E's operating practices in order to promote safety and relia-bility of operation.
4.13 Eauipment on Other Party's Property.
In the event either party shall leaate transmission line termi-nation or other facilities, axclusive of metering facilities, in a then existing substation owned by tae other party, that party shall be entitled to an appropriate annual rental charge.
4.14 Conversion of Operating Voltage Levels.
In the event KG&E converts a transmission line or lines to a higher operating voltage with a consequent change in voltage to a Delivery Point (s) or Interconnection Point (s), KEPCo shall change its facilities for service to correspond to KG&E's change in voltage at such Delivery Point (s) or Intercon-nection Point (s) upon three (3) year's written notice from KG&E, or KEPCo may have the right to take delivery at a different Delivery Point upon approval of KG&E.
In the
(,,
event the decision to convert to a higher operating voltage is voluntary on KG&E's part, then the cost to convert the affected REC-owned sub-station (s) shall be borne by KG&E except that the cost of betterment of such facility shall be at the REC's expense.
If the decision to convert to a higher operating voltage is involuntary on KG&E's part, then KG&E and the REC shall share equally in the cost, except that the cost of betterment of such facilities shall be at the REC's expense.
In the event that, at the time the said Delivery Point (s) was established, KG&E had, based upon reasonable considerations, advised KEPCo or its member REC (s) that the Delivery Point (s) should be designed for future conversion to a specified higher op'erating voltage, then KEPCo or its member REC (s) shall bear the full cost of converting the said Delivery Point (s).
If such conversion does not take place within ten (10) years of establishacnt of such new Delivery Point (s), then the preceding sentence will have no effect, and costs of conversion will be paid as otherwise set out herein.
4.15 Interconnection Point.
KG&E-KEPCo Intercon-nection Points are specified in Exhibit "B",
which is attached hereto, properly axe.cuted by both parties, and made a part hereof, and any new KG&E-KEPCo Interconnection Points mutually agreed upon by the parties shall by amendment be (jll added to Exhibit "B".
The Interconnection Points shall i129 09i
IM no.:mally be operated in parallel except as may be otherwise mutually agreed by both parties to this Contract.
Each party shall design, construct and operate its system in a manner consistent with good engineering and operating practice such that it shall not impose an unreasonable ourden on the system of the other party or on the system of another party who may not be a party to this Contract.
Nothing contained herein shall require KG&E to install additional facilities located outside its certificated service area in order to provide a new Interconnection Point. Nothing contained in this Contract shall be construed to prevent KEPCo from owning, constructing and operating bulk power supply facilities.
4.16 Voltage Tolerance.
Delivery of power and energy hereunder shall be at approximately 60 hertz, and at the delivery voltages as specified in Exhibits "A" and "3", with reasonable variation in voltages allowed not to exceed five percent (5%) above or five percent (5%) below such delivery voltage under normal conditions.
4.17 Capacity of Generating Resources.
Capacity of generating resources shall be the net capability based on tests conducted in accordance with plant capability rating procedures as approved by the appropriate authority, such as g'"
the MOKAN Pool, using those fuels which the parties L.ay reasonably expect to be available for use in such generating facilities.
4.18 KEPCO's Load Forecast.
KEPCo will provide to KG&E, at a mutually agreeable tir.e each year, a written notice of the ten year forecast 'oy Centract Year of the Total Demand Requirements of KTICo Members In The KG&E Power Supply Area.
KEPCo shall make the aforementioned forecasts based upon accepted industry practices.
The forecast values for the sixth through tenth Contract Years into the future will be for informational purposes only.
4.19 roiected Total Demand Reauirements.
The wriuten notice of unm forecasted Total Demand Requirements of KEPCo Members In The KG&E Power Supply Area for the first five Contract Years into the future will form the basis for KEPCo's projection of its resource allocation.
The fore-casted Total Demand' Requirements for the third and fourth Contract Years into the future may each be changed fror caa previously specified value's for those Contract Years by an amount not to exceed 5% of the forecasted Total Demand Requirement so specified the previous year.
The forecasted Total Demand Requirements for the second Contract Year into QS (s
the future may not be changed from the previously specified value for that Contract Year and will be referred to as the
" Projected Total Demand Requirements."
Further adjustments of the Projected Total Demand Requirements may be made only by mutual consent of both parties.
4.20 Specification of KEPCo's Power Sources.
Re-cognizing the long lead times requirec for planning and construction of new grnerating equipment to meet future needs, KEPCo will, each year, subj ect to the minimums set out in Paragraphs 4.1, 4.2, 4.3, and 4.5 specify by writ. a nocice to KG&E for the fifth Contract Year into the future, the amount of Wolf Creek Capacity Used In The KG&E Power Supply Area, SPA Capacity Used In The KG&E Power Supply Area, and Other Capacity Used In The KG&E Power Supply Area.
The specified amounts of Other Capacity Used In The KG&E Power Supply Area may not vary from one year to the next by more than twenty-five (25%) of KEfCo's Total Demand Require-ments for the Contract Year in which notice is given.
Insofar as the power requirements of the KEPCo Members in the KG&E Power Supply Area are satisfied by power which is not KG&E power and which has been transmitted by KG&E for KEPCo pursuant to the provisions of this Contract, KG&E sales of full or partial power requirements to KEPCo for its members pursuant to Paragraph 6(a) of the KG&E license y
conditions for'WCGS 1 shall be correspondingly reduced as s-provided in Paragraph 4.25.
4.21 Modification of KEPCo's Soecification of Power Sources.
KEPCo may revise each of the amounts so specifIed in accordance with Paragraph 4.20 for the third and fourth Contract Years into the future by an amount not to exceed 5%
of that specified the previous year for those same Contract Years provided that the revised specification does not violate a minimum or maximum requirement as set out else-where in this Contract.
Further adjustments may only be made by mutual consent of both parties.
4.22 Estimated Use of KEPCo Resources in Other Areas.
KEPCo shall furnish KG&E with estimates of the KEPCo re-sources to be used in other Control Areas for each of the next five Contract Years into the future in order that such transactions may properly be considered in KG&E's trans-mission planning.
4.23 Scheduling and Dispatching.
The various re-sources which are available to KEPCo within the constraints of this Contract shall be dispatched on an hour-by-hour basis to meet the hour-by-hour energy requirements of the Nb I
KEPCo Members in KG&E's Powe; Supply Area.
Estimates of the s
hour-by-hour energy requirements shall be used for dispatch-ing purposes and shall be developed using a procedure which is mutually agreeable to both parties.
Until such time as KEPCo or an entity for and on behalf'of KEPCo establishes a dispatch center and Control Area encompassing KG&E's Power Supply Area, KG&E agrees that it will, according to a schedule provided by KEPCo or its agent, schedule and dis-patch on an hour-by-hour basis the following:
(a)
Those resources which are available within the constraints of this Contract to meet the power and energy requirements of KEPCo Members in KG&E's Power Supply Area, and (b)
That portion of KEPCo's WCGS 1 entitle-ment to be used outside the KG&E Power Supply Area within the constraints of this Contract, and (c)
That portion of SPA power to be used outside the KG&E Power Supply Area within the constraints of this Contract.
(d)
Emergency Support Service, Maintenance Support Service, and capacity and/or energy under (s-other service schedules, as available and as needed.
(e)
Other power transmitted by KG&E for KEPCo within the constraints of this Contract.
Such sched'ules shall be reasonable in regard to frequency of change in schedules, ability to change such schedules, and time of-submittal to KG&E's dispatchers.
KG&E shall perform any notifications as required for scheduling and dispatching purposes.
4.24 KEPCo's Estimated Hour-by-Hour Loads.
KEPCo shall make sufficient measurements and/or calculations as may be reasonably required from time to time in order to estimate to the satisfaction of both parties KEPCo's hour-by-hour Total Energy Requirements Within the KG&E Power Supply Area as used for scheduling and dispatching purposes.
In the event KG&E determines that such estimates are not reasonably accurate and that such consistent inaccuracies cause serious operating and/or economic problems to KG&E, KG&E shall so advise KEPCo.
In the event such practices continue, appropriate cost adjustments shall be made.
1129 094
/s 4.25 Partial Requirements Capacity _.
KG&E agrees to sell and KEPCo agrees to purchase firm Partial Requirements Capacity for each Contract Year in an amount equal to the KEPCo Projected Total Demand Requirements minus Wolf Creek Capacity Used In The KG&E Power Supply Area minus SPA Capacity Used In The KG&E Power Supply Area minus Other Capacity Used In The KG6E Power Supply Area, all for said Cont act Year.
Parties agree that for each Contract Year Partial Requirements Capacity sales shall carry a maximum amount of Partial Requirements Energy equivalent to an annual load factor of sixty percent (60%) during the three years commencing with the date of commercial operation of WCGS 1, and fifty-five percent (55%) thereafter, with the price of such capacity and energy to be paid according to the appropriate service schedule.
However, during the period prior to WCGS 1 commencing commercial operation there shall be no limitation with respect to load factor.
Hour-by-hour changes in usage of Partial Requirements Energy shall be consistent with good operating practices and shall not place an unreasonable burden on the system of KG&E.
The Partial Requirements Energy shall be used in the KG&E Power Supply Area and may be taken at any time needed by KEPCo during the Contract Year to meet its hour-by-hour load requirements.
By October 1 of each year. KEPCo shall provide i writing to KG&E an estimate by months of the I s-amount o~
artial Requirements Energy KEPCo plans to take from it artial Requirements Capacity purchase during the followint *xo calendar years so that KG&E may adequately plan its tuel supplies.
4.26 Adjustments to Partial Recuirements Canacity.
In the event KEPCo's actual Total Demand Requirements in KG&E's Power Supply Area for a Contract Year exceeds the Proj ected Total Demand Requirements used in determining Partial Require-ments Capacity, KEPCo will purchase from KG&E for the entire said Contract Year additional amounts of Partial Requirements Capacity.
The amount of such additional Partial Requirements Capacity shall be equal to the dif-ference between the actual Total Demand Requirements and the Proj ected Total Demand Requirements.
In the event KG&E determines that such adjustments to Pa-tial Requirements Capacity are due to gross inaccuracies in KEPCo's fore-casting of the Total Demand Requirements of KEPCo Members in the KG&E-Power Supply Area and that such consistent in-accuracies cause serious planning, operating, and/or economic problems to KG&E, KG&E shall so advise KEPCo.
Tf such practices continue, appropriate cost adjustments shall be made.
. 1129 095
/,
4.27 Supplemental Energy Requirements.
KEPCo will purchase and KG&E will sell Supplemental Energy Requirements which is equal to KEPCo's Total Energy Requirements within the KG&E Power Supply Area (a) minus the amount of energy from Wolf Creek Capacity Used In The KG6E Power Supply Area, (b) minus the amount of energy from SPA Capacity Used In The KG&E Power Supply Area, (c) minus the amount of energy from Other Capacity Used In The KG&E Power Supply Area, and (d) minus other amounts of energy obtained by KEPCo from sources other than KG&E and transmitted pursuant to Paragraph 4.34.
Such Supplemental Energy Requirements shall be provided by KG&E under service schedules for Partial Requirements Capacity, Emergency Support Service and Maintenance Support Service, and other service schedules as may be implementec, and shall be paid for according to the appropriate service schedules.
4.28 Corrections to Adjust for Actual Enercy Deliveries.
Corrections will be made at the end of each billing period to adjust for the difference between KEPCo's actual Total Energy Requirements Within The KG&E Power Supply Area during the billing period and the amount of cuergy scheduled and dispatched during the billing period to meet such energy requirements.
In the event the scheduled amount exceeds the total actual requirement for the billing period, KG&E agrees (s,
to return to KEPCo an equal amount of non-emergency energy during the next billing period, to be scheduled over a minimum period of one week, and if the total requirement exceeds the scheduled amount for the billing period KEPCo agrees to purchase the deficiency from KG6E.
4.29 ".? CGS 1 Energy Allocation.
No less than forty-two percent (42%) of KEPCo's estimated hourly Total Energy
~
Requirements Within the KG&E Power Supply Area shall be met each hour by KEPCo by use of its available energy from WCGS 1.
4.30 KEPCo's Total System Peak Responsibilit y.
KEPCo's Total System Peak Responsibility for each Contract Year is the Projected Total Demand Requirements as defined in Paragraph 4.19 minus firm purchases used in the KG&E Power Supply Area.
4.31 KEPCo's Reserve Capacity Recuirement.
KEPCo shall, each Contract Year, maintain a reserve capacity margin,at least equal (in percent) to the then applicable MOKAN Minimum Reserve Capacity Criteria.
In the event KG&E's actual reserve capacity margin (in percent) is greater than the then applicable MOKAN Minimum Reserve Capacity Criteria, KEPCo shall maintain a reserve capacity b
1129 096
.6-
~
margin equal to KG&E's actual reserve capacity margin except
/'
that KEPCo shall not be required to maintain a reserve capacity margin (in percent) greater than five (5) per-centage points above the then applicable MOKAN Minimum For the purpose of calculating Reserve Capacity Criteria.
costs of the firm Partial Requirements Capacity, the above reserve capacity margin.shall apply following the date of commercial operation of WCGS 1.
4.32 KG&E's Sale to KEPCo of Reserve Capacity.
Until such time as KEPCo or an entity for and on behalf of KEPCo establishes a Control Area encompassing KG&E's Power Supply Area, KG&E will sell and KEPCo will purchase for each Contract Year (a) reserve capacity for KEPCo's WCGS 1 Capacity Entitlement which has been designated for use outside KG&E's Power Supply Area, and (b) reserve capacity for KEPCo's Total System Peak Responsibility.
In calcu-lating KEPCo's Reserve Capacity Requirements to be purchased hereunder, KEPCo's required reserve capacity margin shall be applied against REPCo's Total System Peak Responsibility and against that amount of KEPCo's WCGS 1 Capacity Entitlement Such sale is for used outside KG&E's Power Supply Area.
capacity only and does not carry with it any associated Reserve Capacity Requirements cannot be satisfied energy.
by the purchase of Emergency Support Service or Maintenance
(
Support Service, v
4.33 Emergency and/or Maintenance Support Service.
KG&E and KEPCo shall provide to the other Emergency Support Service and/or Maintenance Suppor' Service if and when available from its power resources and from the power resources of others with whom KG&c or KZPCo is intercon-nected to the extent it can do so without impairing service to its other customers including other electric systems to which it has firm commitments.
Such service shall be provided by each party to the extent required by the system in need, be furnished to the extent available from the supplying system's resources and from the resources of others with whom KG&E or KEPCo is interconnected, and paid for according to the appropriate' service schadules.
4.34 Loss of WCGS 1.
Upon KEPCo's request, KG&E shall transmit power purchased or otherwise obtained by KEPCo from outside KG&E's Control Area to replace the loss of power when WCGS 1 is derated or temporarily out of service and in an amount not to exceed the amount of capacity by which KEPCo's' WCGS 1 Capacity Entitlement is temporarily reduced provided such transmission capacity is available to KG&E. )}29 Qg7
(i 4.35 Pricing of Emergency and/or Maintenance Suonort Service When WCGS 1 is Curtailed.
When the output of WCGS 1 is temporarily curtailed and KG&E is providing Emergency and/or Maintenance Support Service to KEPCo due to such change in WCGS 1 output, the pricing of such service to KEPCo during a given hour will be based on the following considerations:
a)
Each unit of energy provided by such service to KEPCo during that hour shall be considered to have bcen produced at a cost equal to KG&E's weighted average cost to produce and/or procure both the amount of said energy delivered to KEPCo and the amount of energy KG&E would otherwise have produced for its use from its portion of WCGS 1.
b)
KEPCo shall pay an installed generating capacity charge for such Emergency and/or Maintenance Support Service which KG&E produces from its own genera-tion facilities.
The amount of such charge shall be calculated on a daily basis and shall be based on the average of the three highest hourly usages of such servise by KEPCo during that day with such average demand requirements being referred to herein as Capacity g
Megawatt-Days Chargeable To KEPCo.
Such installed generating capacity charge shall be based on KG&E's ss investment in installed generating capacity excluding WCGS 1.
Calculation of the Capacity Megawatt-Days Chargeable To KEPCo will be as set forth in Exhibit "D" attached hereto and incorporated herein.
c)
In consideration of KEPCo's purchase of Reserve Capacity from KG&E, the said purchase shall be converted to a total quantity of credits for Capacity Megawatt-Days (hereinafter referred to as Capacity Megawatt-Day Credits) during a Contract Year equal to 240 days times the amount of Reserve Capacity purchased (appropriately adjusted for the Contract Year during which WCGS 1 begins commercial operatior).
The said quantity of converted Capacity Megawatt-Day Credits may be utilized as a credit by KEPCo against the charges imposed under subparagraph (b) of this Paragraph throughout the Contract Year in such manner as KEPCo shall determine.
Should KEPCo exhaust its Capacity Megawatt-Day Credits during a Contract Year, KEPCo may use*any Capacity Megawatt-Day Credits earned but unused during the previous Contract Year.
1129 098
(,
d)
Any references in this Paragraph 4.35 to amounts of energy and/or capacity refers to the aggre-gate amount for both Emergency and/or Maintenance Support Service.
During any hourly period the said aggregate amount shall not exceed the amount by which KEPCo's portion of WCGS 1 capacity and entitlement has been reduced.
During the period of use of Emergency Support Service, KEPCo will use its other resources to the maximum extent possible.
KEPCo shall not use Emergency and/or Maintenance Support Service to supply power to entities other than KEPCo members or other electric cooperatives in Kansas.
The provisions of this Paragraph 4.35 shall apply only so long as KG&E sells Reserve Capacity to KEPCo in accordance with the provisions of Paragraph.4.32.
4.36 Operating Reserves.
KG&E and KEPCo will maintain all times those Operating Reserves, which include spin-at ning reserves, ready reserves and regulating capacity, which are consistent with established industry practices and with the minimum Operating Reserve Criteria as established by SWPP.
KG&E agrees to sell and KEPCo agrees to purchase according to the appropriate service schedules such Operat-ing Reserves as may be required to satisfy KEPCo's Operating 7,
Reserves requirement.
The parties agree that as power suppliers each will abide by the operating guides and s
recommendations as issued by the SWPP and by the North American Power Systems Interconnection Committee (NAPSiC).
4.37 Sale of KEPCo's Excess Encre,v.
KEPCo may sell and KG&E maf purchase those excess amounts of energ:t which may be available on an hour-by-hour basis from Ki:PCo's UCG5 1 entitlement, from SPA, or from Other Capacity Uced in the KG&E Power Supply Area, provided it is economical and pru-dent from an operating point of view to do so.
4.38 Inadvertent Transfer of Energy.
KG&E and KEPCo will establish practices relating-to control of inadvertent transfer of energy between their interconnected systems, such practices to include holding of deviations from sched-uled deliveries to a minimum and the manner and timing of scheduling campensating delt.veries.
4.39 Automatic Load Relief Measures.
KEPCo and KG&E will plan, install, and implement automatic load relief measures for system reliability.
Such measures shall be in conformity with the then cur. rent recommendations of the SWPP and shall be coordinated.
Each party shall certify to the other annually that its automatic load relief measures continue-to be in such conformity.
1129 099 P00R ORIGIR 1q.
I[
4.40 Power Factor (Heavy Load Conditions).
Recogniz-ing the planning and operating problems associated with delivery of reactive power under heavy load conditions, KEPCo and KG&E will maintain on their respective systems a power factor of.95 lagging or higher at each substation and Delivery Point during the period of maximum annual delivery or near maximum annual delivery.
In the evcc.c such power factor is less than.93 lagging, as measured at each KEPCo Delivery Point at or near the period of maximum annual demand, the kilowatts of demand at said Delivery Point may be determined by KG&E by multiplying the measured kilowatts of maximum demand by.93 and dividing by the. power factor at time of maximum delivery to said Delivery Point.
In the event operating conditions are such that a higher power factor is needed in order to maintain satisfactory cperations, the parties shall be required to maintain such higher power factor as specified by KG&E.
4.41 Power Factor (Light Load Conditions).
- Likewise, KEPCo and KG&E will coordinate and install aut'omatic and manual controls for reactive power compensation devices which will cause the power factor on tneir respective systems to be near unity or such as to not place an un-reasonable burden on the power system under light load conditions.
g%s 4.42 Power Factor Checks.
Periodic power factor checks will be made, using accepted industry standaros of measurements, at KG&E substations and KEPCo Delivery Points to determine whether the power factor requirements set forth in Paragra,pp.s 4.40 and 4.41 are being met.
In the event a deficiency is found as to such requirement, prompt cor-rective action will be taken to correct the deficiency.
Individual exceptions to the conditions contained in Para -
graphs 4.40 and 4.41 herein, can only be made by mutual agreement by both parties.
4.43 KEPCo Furnished Communications Facilities.
KEPCo will furnish to KG&E those-leased telephone cTrcuits and other communications facilities which may be reasonably required in order to properly monitor the power flous on the KG&E - KEPCo Interconnection and Delivery Points and those required to reliably and efficiently schedule and dispatch the power to be transmitted under the terms of this Con-tract.
?00R BRSE 1129 100 f
ARTICLE V SERVICE SCHEDULES AND CilARGES 5.1 Transmission Service Schedule.
All transmission services perfoTmed by KG&E for KEPCo as specified by pro-vision of this Contract will be paid for by KEPCo according to service schedules filed with the appropriate regulatory bcdies.
5.2 Capacity and/or Energy Service Schedules.
The purchase of electrical capacity and/or energy, as specified by provisions of this Contract, will be paid for according to service schedules filed with the appropriate regulatory bodies.
5.3 Service Schedules.
Upon approval of each service schedule by the appropriate regulatory body, each such schedule, as changed from time to time, will be incorporated herein and made a part hereof.
The rates, charges and other provisions contained in the service schedules are subject to amendment and change, and either party reserves the right, in accordance with law, to unilaterally seek amendments,
(
changes, changes in the rates, and other provisions set forth therein,'in accordance uith law, from any state or s-federal regulatory body having jurisdiction thereof; provided that such amendments, changes, changes in rates and other provisions shall not be in conflict with tne provisions of this Contract.
Nothing contained herein shall be construed as affecting in any way the right of the party furnishing service under these service schedules to unilaterally make application to the Federal Energy Regulatory Commission for a change in ratas, charges, classification, or service, or any rule, regulation, or contract relating thereto, under Section 205 of the Federal Power Act and pursuant to the Commission Rules and Regulations promulgated thereunder; provided that such changes shall not be in conflict with the provisions of this Contract.
5.4 Charges For Dispatching and Power and Energy Accounting.
KEFCo shall be responsible for all costs incurred for scheduling, dispatching, coordination, metering and power and energy accounting.
Upon KEPCo's request, KG&E will provide such additional services for which KEPCo agrees to pay to KG&E a monthly service charge based upon KG&E's cost of providing such service.
KG&E will review its costs on a annual basis and will increase or decrease said service chtrges based upon the review.
Nothing in this paragraph shall be construed to prevent KEPCo from providing such (A-services on its own behalf.
1129 101
(s 5.5 Notification of a Proposed. Change In Service Schedules.
Each party will notify the other party of its intent to seek amendments or changes in service schedules,
or increases or decreases in rates in service schedules not less than thirty days prior to filing therefore with the regulatory agency having jurisdiction thereof, and at that time the party giving notice will disclose its tentative proposed changes and preliminary data directly pertinent to such changes.
Upon request of either party the parties may review and discuss such proposed changes and preliminary data at a mutually agreeable time during the thirty day period before the filing is made.
It is further understood that af ter notice is given either party may change its proposed service schedule and data before or after filing without again making these procedures effective.
Estab-lished legal and regulatory authority shall be applicable without regard to these provisions for notice and discussion.
ARTICLE VI METERING (m,
6.1 Metering Eauinment.
KG&E will install, operate and maintain metering equipment necessary to permit deter-mination of the amounts of electric power and energy trans-mitted over the Delivery Points and the Interconnection Points at the locations described in Exhibits "A" and "B" hereof.
The parties agree that additional metering devices shall be added at each Delivery Point in order to measure KEPCo's simultaneous power and energy requirements.
It shall be the responsibility of KEPCo to pay to KG&E, on installation of such equipment, an amount equal to KG&E's cost to purchase and install that equipment.
Selection of equipment to be installed shall be mutually agreed upon by the parties.
KEPCo shall receive appropriate credit for payments made hereunder as contributions to construction, but said metering devices shall remain the property of KG&E.
6.2 Testing of Metering Ecuinment.
Metering equipment shall be tested by the owner at intervals of not to exceed one year for Interconnection Points and three years for Delivery Points.
The accuracy of registration shall be maintained in accordance with good practices.
On request of either party, special tests shall be made.
If any special meter test discloses the metering device to be registering outside acceptable limits of accuracy (2% above or below co 'arisons with calibrated standards for Delivery Points 900R DR M M. ii29 ic2
(_ '
and 1% above or below such comparisons for Interconnection Points), then the owner shall bear the expense thereof; otherwise, the expense of such test shall be borne by the party requesting such test.
Representatives of both parties shall be afforded the opportunity to be present at all routine or special tests and upon occasions when any read-ings for purposes of settlements hereunder are taken.
6.3 Adjustments for Meter Inaccuracies.
If any test discloses that inaccuracy is greater than said acceptable limits, the account between the parties hereto shall be adjusted to correct for the full percentage of inaccuracy.
Such adjustment shall be made for a maximum period of thirty (30) days prior to the date of the test or to the period during which such inaccuracy may be determined to have existed, whichever period is the shorter.
If any metering equipment at any time fails to register, or if the registr-ation thereof be so erratic as to be meaningless, the power and energy delivered shall be determined from the best available data.
6.4 Records.
In addition to meter records, KG&E and KEPCo shall keep such log sheets and other supplemental records as may be needed to afford a history of the amounts
(
of power and energy involved in transactions hereunder.
The originals of all of such meter records and other records shall be open to inspection by representatives of both parties.
6.5 Power and Energy Accounting.
Based upon the operating records and the recorded coincidental hourly loads from KEPCo Delivery Points served from the KG&E system, KG&E shall furnish KEPCo monthly an accounting of KEPCo's capacity and energy receipts and entitlements.
(a)
KG&E shall provide such hourly information as KEPCo may reasonably request regarding the dis-patch during the previous month of KEPCo's re-sources to meet KEPCo's loads in KG&E's Power Supply Area and to meet KEPCo's energy commitments outside KG&E's Power Supply Area.
(b)
KC&E will. determine KEPCo's Total Demand Require-ments and the associated time and date of same.
In addition KC&E will provide a detailed account-ing of KEPCo's capacity and energy usage.
1129 103 t
i ARTICLE VII ACCOUNTING AND BILLING 7.1 Billing Period.
For billing purposes, all meter readings shall be recorded at 2400 (12 midnight) on the 1m,t wchc, cuj cf ench
.onth, or as near th_.
able, and at such other times deemed neccs-.c G;c c
parties hereto. Copies of recordings, KWHR consumptions, anu maximum KW demands shall be assembled for billing and record.
7.2 Bills.
Bills will be calculated as soon as possible after the close of the month in which the operation occurred, and the bill will be paid to the appropriate party within fifteen (15) days after billing period.
7.3 Filing Fees.
KEPCo shall reimburse KC&E for any and all filing fees which KC&E pays to governmental regula-tory agencies and bodies with respect to the filing of this Contract and matters hereunder, excluding filing fees in connection with a unilateral change in rates.
f 7.4 Disputed Billing Amounts.
In case any portion of any bill be in bona fide dispute, the undisputed amount shall be payable when due; and the disputed amount, if any, shall be paid promptly after determination of the correct amount.
arf 1CLE'VIII FORCE MAJEURE and INDEMNIFICATION 8.1 Force Maj eure.
In case either party hereto should be delayed in or prevented from performing or carrying out any of the agreements, covenants,' and obligations made by and imposed upon said parties by this Contract, by reason of or through strike, stoppage in labor, failure of contractorm or suppliers of materials, riot, fire, flood, ice, invasion, civil war, commotion, insurrection, military or usurpeu power, order of any Court granted in any bona fide adverse legal proceedings or action, order of any civil or militar authority either de facto or de jure, explosion, act of Coc or the public enemies, or any cause reasonably beyond ics control and not attributable to its neglect; then, and in such case or cases, both parties shall be relieved of
(
performance under this Contract and shall not be liable to
.- 2 4 -
I the other party for or on account of any loss, damage, s
injury, or expense resulting from or arising out of such delay or prevention; provided, however, that the party suffering such delay or prevention shall use due and prac-tical diligence to remove the cause or causes thereof; and provided further, that neither party shall be required by the foregoing provisions to settle a strike except when, according to its own best judgment, such a settlement seems advisable.
8.2 Hold Harm:ess.
Each party hereto expressly agrees to indemnify and save harmless and defend the other against all claims, demands, costs, or expense for loss, dauage c-injury to persons or property, it. any manner directly or indirectly connected with or growing out of the generation, transmission, or use of electric capacity and energy on its own side of the point of ownership hereunder, unless such claim or demand shall arise out of or result from the negligence or willful misconduct of the other party, its agents, servants, or employees; provided, however, that neither party hereby assumes responsibility for damage or injury to employees of the other party.
ARTICLE IX 7
ARBITRATION 9.1 Controversies.
Any controversy between the parties to this Contract, except in respect of service schedules, shall be submitted to arbitration upon the request of either party in the manner provided herein.
9.2 Notice to Arbitrate.
The party submitting a request for arbitration shall serve a Notice to Arbitrate upon the other party setting forth in detail the matter or matters to be arbitrated, including a statement of the f act or circumstances giving rise to such controversy and such party's contentions with respect to the correct determin tion thereof.
9.3 Selection of Arbitrator.
If the parties are unable to agree upon and appoint, within 15 days of the date of service of the Notice to Arbitrate, one person to act as sole arbitrator, the parties, or either of them, shall within 10 days thereafter request the Chief Judge of the United States Court of Appeals for the Tenth Circuit for such successor thereto as might have Federal appellate jurisdiction of matters arising in Coffey County, Kat.
,s-to 1129 105
(~
appoint such arbitrator.
If the Ch!.ef Judge does not s
appoint an arbitrator within 15 days of the date such request is made of him, the parties, or either of them, shall, within the next 10 days thereafter, request the American Arbitration Association (or comparable organiza-tion) to appoint the arbitrator pursuant to its then exist-ing rules.
9.4 Scope of Arbitration.
Any arbitrator serving hereunder shall give full force and effect to all provisions of this Contract, shall hear evidence submitted by the respective parties, and may call for additional information, which additional information shall be furnished by the party having such information.
9.5 Findinns and Award.
The findings and award of the arbitrator shall be binding and conclusive with respect to the matter or matters submitted to arbitration, except as the same may be set aside, modified or corrected by any court in accordance with Kansas law.
9.6 Costs.
The fees and expenses of the arbitrator shall be borne equally by the parties directly involved in such arbitration, unless the decision of the arbitrator
("
shall specify some other apportionment of such fees and expenses.
All other expenses and costs of the arbitration shall be borne by the party incurring the same.
1 ARTICLE X MISCELLANEOUS 10.1 Filing With Regulatory Authorities.
The pro-visions of this Contract, as they affect KG&E and KEPCo are subj ect such regulatory authority of the Federal Energy Regulate lommission and the State Corporation Commission of Kansas as may exist, and this Contract will of the La
.2 be filed with such Commissions.
10.2 Waivers.
Any waiver at any time by any party hereto of its rights with respect to the other party with respect to any matter arising in connection with the Con-tract shall not be considered a waiver with respect to any subsequent default or matter.
10.3 Assigns and Successors.
This Contract shall inure to.the benefit of and be binding upon the parties
(
hereto, their respective successors and assigns, and shall 1129 106
(- _
not be assignable by either party without the written con-s sent of the other party except as to a successor in the operation of its properties by reason of a merger, con-solidation, sale or foreclosure where substantially all such properties are acquired by such a successor.
10.4 Notifications.
Any notice, demand or request required or authorized by this Contract shall be deemed properly given if mailed, postage prepaid, to President, Kansas Gas & Electric Company, P. O. Box 208, Wichita, Kansas 67201, and to Executive Vice President, Kansas Electric Power Cooperative, Inc., P. O. Box 4267, Gage Center Station, Topeka, Kansas 66604; or to such other person as may be designated by KG&E or by KEPCo.
The designation of the person to be notified or the address of such person may be changed by KG&E or REPCo at any time, or from time to time, by similar notice.
10.5 Authority of REPCo to Act on Behalf of Members.
As evidence that KEFCo is authorized and empowered by KS7Co Members in KG&E's Power Supply Area to negotiate and commic on their behalf in all matters relating to establishment, modification, and abandonment of Delivery Points, each such KEPCo Member shall so state by letter to KG&E.
fs-10.6 REA Guaranty.
The provisions of this Contract are conditioned upon issuance to KEPCo of a guaranty, to which KG&E and KCPL are or will be third party beneficiaries, by the Rural Electrification Administration sufficient to assure timely payment by.KEPCo for its interest in Wolf Creek Generating Station and necessary transmission, trans-formation,'certain fuel, fuel-processing and related obligations.
10.7 SPA Contract.
KEPCo will take every reasonable and proper action to insure performance of the SPA contract referred to in Paragraph 1.4.
10.8 Capital Credits.
No capital credits shall accrue to KG&E on account of payments under this Contract to KEPCo.
10.9 Cancellation of Existing Contracts.
KG&E has certain existing agreements for electric service, each as amended from time to time, between KG&E and KEPCo Members in KG&E's Power Supply Area.
Those agreements include the following:
(1)
Agreement for Electric Service' to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and The Butler Rural Electric ge Cooperative Association (Inc.), dated April 18, 1950; w
1129 107
(.e (2)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and The Caney Valley Electric Cooperative Association, Inc., dated April 18, 1950; (3)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and Coffey County Rural Electric Cooperative Association, Inc., dated January 27, 1970; (4)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and The Cooperative Electric Power and Light Company, Inc., dated February 15, 1955, and as ratified by United Electric Coopera-tive by Ratification Agreement dated November 18, 1975; (5)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and The Radiant Electric Coopera-tive, Inc., dated April 19, 1950:
7 (6)
Agreement for Electric Service to Rural Electric s,
Cooperative Associations Between Kansas Gas and Electric Company and The Sedgwick County Electric Cooperative Association, Inc., dated April 17, 1950; (7)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and The SEKAN Electric Cooperative Association, Inc., dated August 1, 1955; and (8)
Agreement for Electric Service to Rural Electric Cooperative Associations Between Kansas Gas and Electric Company and Sumner-Cowley Electric Co-operative, Inc., dated April 18, 1950.
The parties hereto agree that as of the date of commencement of deliveries of electric power and energy hereunder, as set forth in Paragraph 2.2, those contracts set forth above, or any contracts which supersede those set forth above, which have been assigned to KEPCo by the individual RECS, shall be cancelled.
If an individual REC determines not to assign its existing contracts to KEPCo, such contracts shall remain in effect, and electric service by KG&E to that REC shall not-be affected by the provisions of this Contract.
i129 108 (s
Subject to the prvvisions of this Paragraph, this Contract shall not impair any existing or future interconnection agreements by KG&E with one or more of KEPCo's constituent members.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized officers, and copies delivered to each party, as of the day and year first above stated.
KANSAS GAS AND ELECTRIC COMPANY By President ATTEST:
Secretary l'\\-
KANSAS ELECTRIC POWER COOPERATIVE By President ATTEST <.
Secretary 1129 109
(
Exhibit "D" a
Calculation of " Capacity Megawatt-Days Chargeable To KEPCo" Paragraph 4.35 of this Contract specifies certain con-siderations which shall be observed in the pricing and use of Emergency and/or Maintenance Support Service provided to KEPCo by KG&E upon curtailment of WCGS 1.
The said considera-tions involve aspects of charging for energy [4.35(a)] and charging for generating capacity usage [4.35(b)].
In determining the charges for the energy associated with such service, in accordance with subparagraph 4.35(a),
the following hourly values will be known:
G(n) = the amount of energy in MWH produced by KG&E during hour "n" (n = 1,24) for use by KG&E and KEPCo as set forth in Paragraph 4.35(a).
P(n) = the amount of energy in MWH procured by KG&E for such use during hour "n".
R(n) = the total amount of the energy in MWH produced V
and procured by KG&E for such use during hour "n".
G(n) + P(n) = R(n).
A(n) = that portion of R(n) in MWH which is used by i
KEPCo.
B(n) = that portion of R(n) in M7d which is used by KG&E.
A(n) + B(n) = R(n).
x
= the hour of the day for which the value A(n) is the highest.
(n = 1,24) y
= the hour of the day for which the value A(n) is the second highest. -
= the hour of the day for which the value A(n) z is the third highest.
The charge to KEPCo for that day's generating capacity usage for such service shall be based on the amount of Capacity Megawatt-Days Chargeable to KEPCo (CMWD) which shall be determined as follows:
A(x) x G(x) + A(y) x G(y) + A(z) x G(z)
CMWD = R(x)
R(y)
R(z) 3 1129 110
Page 1 of 5 AMENDMENT TO TRUST AGREEMENT r
THIS AMENDMENT TO TRUST AGREEMENT is made as of 1979, between KANSAS GAS AND ELECTRIC COMPANY ("KG&E"), KANSAS CITY POWER & LIGHT COMPANY ("KCPL") and KANSAS ELECTRIC POWER COOPER ATiuE, INC. ("K EPCo"), as Settfors, and THE PEOPLES NATIONAL BANK AND TRUST COMPANY (successor to The Peoples National Bank),
Burlington, Kansas, as Trustee.
WHEREAS, under date of August 27, 1973, KG&E and KCPL, as Settlors, and th Trustee executed a certain Trust Agreement with respect to Wolf Creek Generating Station (" Wolf Creek Station") in Coifey County, Kansas, which Trust Agreement is filed of record in the Register's Office for Coffey County, Kansas in Book U Miscellaneous at page 184; and WHEREAS, KEPCo has purchased from KG&E and KCPL an undivided ownership interest in Wolf Creek Station and KG&E, KCPL and KEPCo have agreed to own Wolf Creek Station as tenant, in common, each with undivided ownership interest therein as herein provided.
NOW, THEREFORE, the Settlors and the Trustec, for and in considera-tion of the mutual covenants and agreements herein contained, agree as follows:
1.
KG&E shall cause all lands and land rights acquired for the Site of Wolf Creek Station to be conveyed to the Trustee in trust hereunder.
(v 2.
The Trustee shall accept, hold and continue to hold the record legal title to all such lands and land rights received by it for the S;te of Wolf Creek Station for the exclusive benefit of the Settfors as tenants in common, each with an undivided ownership interest therein as follows:
Ownership Settlors Shares KG&E 41.5%
KCPL 41.596 KEPCo 17.096 unless and until otherwise instructed in writing by the Settlors.
3.
The Settfors shall at all times during the term hereof have the exclusive right to possession of any and all said lands and land rights held by the Trustee hereunder, provided that KG&E shall have the exclusive rignt to manage and control the use of any and all such lands and land rights (a) for the construction of the said Wolf Creek Station, and (b) for rental to others pending progress of construction of the said Wolf Creek Station.
In pursuance thereof KG&E shall have the exclusive right to execute, as attorney and agent for the Trustee and the J,ettlors, such icases upon such terms and conditions as KG&E may deem necessary or appropriate.
1129 111
4.
KG&E sha,I pay all taxes, insurance premiums, and all other costs and expenses, i icluding charges of the Trustee heraunder, necessary cr N
incident to the acquisition anct ownership of all lands and land rights held by the Trustee hereunder, and shall charge each other Settlor such portion thereof as shall equal such Settfor's Ownership Share.
KG&E shall collect and be entitled to receive all rentals, profits and other income from all lands and land rights held by the Trustee hereunder and shall credit each other Settlor such portion thereof as shall equal such Settlor's Ownership Share.
5.
Upon joint written request of the Settlors and unless otherwise specified therein by the Settlors, the Trustee shall ccnvey all of the Trustee's right, title and interest in and to the lands and land rights held by the Trustee for Wolf Creek Station to the Settlors, by appropriate ceed or other instrument as may be specified by the Settfors, conveying the same to the Settlors as tenants in common, each with undivided ownership interests therein as shall equal their respective Ownership Shares thereof.
6.
The Trustee shall not be required to make any acccunting here-under except such accountings as the Trustee may be directed to make at any time or from time to time by written notice from the Settlors or from a court of competent jurisdiction.
No bond, other than the Trustee's existing fiduciary bond coverage, shall be required of the Trustee hereunder.
7.
The trust created hereunder may be revoked by the Settlors at any time and this Agreement and the trust shall terminate when all the lands and rd rights held by the Trustee hereunder have been so conveyed b/ the Trustee to the Settlors, provided that if any such lands or land rights remain fw in trust hereunder on December 31, 1982, the same shall be so conveyed by the Trustee to the Settfors on such date.
IN WITNtiSS WHEREOF, the Settfors and the Trustee have caused these presents to be executed by their respective corporate officers the cay and year first above written.
KANSAS GAS AND ELECTRIC COMPANY By President ATTEST:
Secretary KANSAS CITY POWER & LIGHT COMPANY By President ATTEST:
Scretary 1129 112 2
KANSAS ELECTRIC POWER COOPERATIVE, INC.
g By ATTEST:
Secretary ACCEPTED:
this day of 1979:
THE PEOPLES NATIONAL BANK AND TRUST COMPANY By ATTEST:
Cashier TRUSTEE
[
9 e
~ ~
112?
113
STATE OF KANSAS
}) ss y
COUNTY OF SEDGWICK )
On this day of 1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared RALPH P.
FIEBACH, to me personally known, who, being by me duly sworn, did say that he is the President of KANSAS GAS AND ELECTRIC COMPANY, a Kansas corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and scaled in behalf of said corporation by authority of its Board of D; rectors; and said R ALPH P. FIEBACH acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
Notary Public My commission expires:
L STATE OF MISSOURI
)) ss COUNTY OF JACKSON
)
On this day of 1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared ARTHUR J.
DOYLE, to me personally known, who, being by me duly sworn, did say that he is the President of KANSAS CITY POWER & LIGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said ARTHUR J. DOYLE acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written.
Notary Public My commission expires:
}]29 lJf a
STATE OF KANSAS
}) ss
(
COUNTY OF SHAWNEE
)
On this day of
,1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared CHARLES ROSS, to me personally known, who, being by me duly sworn, did say that he is the Executive Vice President of KANSAS ELECTRIC POWER COOP E R ATI V E, INC., a Kansas corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said CHARLES ROSS acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed.
IN WITN ESS WHEREOF, I have hereunto wt my hand and affixea my official seal in the County and State aforesaid the day and year first above written.
Notary Public My commission expires:
(V STATE OF KANSAS
)) ss i
COUNTY OF COFFEY
)
On this day of
,1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared
, to me personally known, who, being by me duly sworn, did say that he is the President of The Peoples National Bank and Trust Company, a Kansas corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed.
IN WITNESS WHEREOF, I have hereunto set my hand and a f fixed my official seal in the County and State aforesaid the day and year first aoove written.
Notary Public My commission expires:
b 1129 115
ExhibitB Page 1 of 25 WOLF CREEK GENERATING STATION OWNERSHIP AGREEMENT V
THIS OWNERSHIP AGREEMENT is made 1979', by and among KANSAS GAS AND ELECTRIC COMPANY ("KG&E"), a Kansas corpora-tion having its principal office at Wichita, Kansas; KANSAS CITY POWER &
LIGHT COMPANY ("KCPL"), a Missouri corporation having its principal office at Kansas City, Missouri; and KANSAS ELECTRIC POWER COOPERATIVE,
("KEPCo"), a Kansas corporation having its principal office at Topcka, INC.
RECITALS 0.1 KG&E and KCPL are engaged in the generation, transmission, distribution and sale of electricity and KEPCo intends to become the pov.er supplier for its member electric cooperatives in Kansas, KG&E, KCPL and KEPCo intend to own, construct and operate an electric generating station in Coffey County, Kansas, known as the Wolf Creek Generating Station ("Wcif Creek Station"), consisting initially of (i) a site for operation of electric generating units (the " Site"); (ii) a nuclear-fueled electric generating unit of approximately 1150 MWe nominal capacity (" Unit it1"); and (iii) facilities whicn may be used in common for operation of Unit n1 and additional Ocnerating units that may be constructed at the Site in the future (the " Common Facilities"), all to be owned by them as tenants in common, each w;th undivided ownership interests therein as hereinafter provided.
0.2 KG&E and KCPL, with three other electric utilities (Northern States Power Company, Union Electric Company and Rochester Gas and Electric Corporation), are participants in a program for the design, construction and licensing of standardized nuclear power plants, known as "SNUPPS" or
" Standardized Nuclear Unit Power Plant System."
0.3 KG&E has caused the acquisition by Peoples Nationai Bank and Trust Company, Burlington, Kansas (the " Trustee"), as Trustee for KG&E and KCPL, of a parcel of land in Coffey County, Kansas, for the Site.
0.4 KG&E and KCPL have, upon application to the United States Nuc! car Regulatory Commission (then the Atomic Energy Commisskn) received a Construction Permit dated May 17, 1977, authorizing the construction of Unit
- 1 at the Site, which unit will be substantially of a SNUPPS' design.
0.5 KG&E has made Applications dated February 20, 1968 (No.14626),
December 19, 1972 (No.19882) and March 1,1973 (No. 20275) to the Division of Water Resources of the Kansas Department of Agriculture for certificated authority for appropriations of waters from Wolf Creek and the Neosho River for operation of Wolf Creek Station.
Also, KG&E and KCPL have obtained a Contract dated March 13, 1976, from the Kansas State Water Resources Board for water from the John Redmond Lake (Reservoir) on the Neosho River for operation of the Wolf Creek Station.
g 0.6 KG&E and KCPL, together and as participants in SNUPPS, have entered into numerous contracts relating to the design, licensing, constroc-1129 116 7001 DN,R
tion and equipping of Unit #1, together and as a common effort witn other SNUPPS participants, including, without limitation, (i) a Contract catec Q_
February 9, 1973, with Bechtel as architect / engineer and project manager related to the design of the nuclear power block f acilities for Unit 41; (ii) a Purchase Order dated with Sargent and Lundy as architect / engineer and for design and engineering as related to the balance of plant facilities and Site for Unit #1; and (iii) a Contract dated February 8,
- 1977, with Daniel International, Inc.,
through its subsidiary Daniel Construction Company, as constructor and as agent for tne Owners in the construction management of Unit #1.
0.7.
Contemporaneously herewith, KG&E and KCPL have by Genera; Assignment transferred and assigned to KEPCo inoividual undiviced interests in all permits, contracts and other rights referred to in Sections 0.4, 0.5 and 0.6 hereof, and KEPCo has by a General Acceptance adopted and agreed to be bound by the provisions of all permits, contracts and other grants related to Unit #1 to the extent of its undivided interests therein as provided in Section 1.5 hereof.
0.8 This Ownership Agreement is executed for tne purposes cf (i) creating and con firniing the nature and extent of the respective ownersnip interests of KG&E, KCPL and KEPCo in the Wolf Creek Station, anc (i. )
imposing certain covenants and obligations running with the rights, tities or d interests of KG&E, KCPL and KEPCo in and to Wolf Creek Statio n, w hicn covenants and obligations are intended to inure to the benefit of and be binding upon KG&E, KCPL and KEPCo, and any and al! persons wheriscever having or claiming any right, title or interest therein by, frcm, th rou gh c-N under KG&E, KCPL or' KEPCo.
- NOW, THEREFORE, KG&E, KCPL and
- KEPCo, each for itself, its successors and assigns, and for the benefit of the other, its successors ano assigns, hereby covenant and agree as follows:
A R T I C L E _I Creation and Adjustment of Ownershio Interests 1.1 Definition of Wolf Creek Station.
As used herein, tne term " Wolf Creek Station" means and consists of:
(a) the lands and land rights desc. ibed in Exhibit A nere o, together with all additional lands and land rights as may hereaf ter be acquired therefer as orovided ;n this Section (the " Site");
(b) all site improvements and facilities at the Site (exciusive of Unit #1 as provided in Subsection (c) hereof, and exciusive cf any Additional Unit as provided in Subsection (d) hereof), wn;ch are designed for icint utilization in the operation of Unit 1 and any Additional Unit or Units as may _be appropriate for common use, in-ciuding, without limitation, dams, cooling lakes, dam permits, water rights, w,ter intake and discharge facilities, roads, railroad facih-
- ties, materia!s and supplies, control f acilitie s,
shcp faciliues, switchyard and substation equipment (excluding transmission line P00R. W _ %.
"29 m
terminations),
elevators,
- crancs, laboratory equipment, o f fice facilities, fuel handling facilities, together with any governmental b
applications, permits, appropriations, approvals and authorizations obtained in connection therewith (the " Common Facilities");
(c)
Unit #1 (including all facilities and property, together with all nuclear fuel and all contracts and inventories for nuclear fuel associated with Unit #1) to be. constructed and installed as contemplated in Sections 0.2, 0.4, 0.5 and 0.6 hereof; proviced such facilities and property are for the exclusive use and operation of Unit #1; (d) any Additional Unit constructed at the Site, including all facilities and property, together with all fuel and all fuel contracts and fuel inventories for such Additional Unit constructed at tne Site, provided such facilities and property are for the exclusive use and operation of such Additional Unit; provided that the same shall have been acquired, constructed or insta!!ed fo r joint or common use as a portion of Wolf Creek Station and owned by the Owners as tenants in common under the provisions of this Ownership Agreement.
1.2 Trustee's Deed.
KG&E, KCPL and KEPCo shall cause the Trustee to execute a Trustee's Deed conveying Wolf Creek Station, including tne Si'.c with all improvements thereon, to themselves and their successors and assigns, as tenar.ts in B-d Agreement.
common, subject to the provisions of inis Ownersnt 1.3 Recordations.
Executed counterparts of (i) this Ownership Agreement, and (ii) the Trustee's Deed referred to in Section 1.2, snal1 be filed of record and recorded in the offices of the Recorder of Deeds for Coffey County, Kansas, in the order of precedence herein stated.
1.4 Initial Jointly Owned Facilities.
ibon recordation of such i r. s t r u -
ments as provided for in Section 1.3, V
KCPL and KEPCo shall complete initial contruction of Wolf Creek Stati., including Unit ;;1, and all o t r. e r facilities as contemplated by the Contracts referred to in Section 0.6, for their common use at Wolf Creek Station under the provisions of Section 1.1 hereof.
All costs incurred in connection therewith sha!! ha borne and paic by KG&E, KCPL and KEPCo, with funds to be provided individually by tnern, in proportion to their Ownership Shares as stated in Section 1.5 nereof.
1.5 Ownership Shares.
KG&E, KCPL and KEPCo
- shail, by the Trustee's Deed, take anc receive title to and thereafter own Wolf Creek Station as tenants in common, each with undivided ownership interests increin as follows:
p OR E8191 1129 118 Class of Property Ownership Interests
/Q.
KG&E KCPL KEPCo Site (a acquisition cost) 41.5%
41.5%
17.0%
Common Facilities (including 41.5%
41.5%
17.0%
site improvements)
. Wolf Creek Unit #1 41.5%
41 5%
17.0%
Each of such undivided ownership interests shall be subject to acjustr.;ent from time to time as provided for in Section 1.6, 1.8, 4.4 and 8.1, Sucn undivided percentage interests in all or portions of Wolf Creek Statico are herein called " Ownership Shares."
The rights, titles and interests of KG&E, KCPL and KEPCo in and to Wolf Creek Station and any and all portions hereof, as the same may exist from time to time, shall be as provided for under this Ownership Agreement, and the covenants and obligat.ans nerein shall inure to the benefit of, and shall be binding upon, their successors and assigns.
1.6 Owners.
KG&E, KCPL and KEPCo each shall have the right to and may cause an adjustment of its respective Ownership Share in Wolf Creek Station (or any portion thereof as provided herein) by transfer, under Section 5.3 or 5.4, of portions of such Ownership Share pursuant to tnis Ownership Agreement, subject, however, to the receipt and foing of (i) a Supplemental Agreement hereto reflecting such adjustment and (ii) appropriate I-releases of any encumbrances thereon and compliance with the provisions of any security agreement related thereto, as contemplated in Section 5.2 hereof Any party owning an Ownership Share in all or any portion of Wolf Creek Station is herein called an " Owner" thereof, and all such parties are herein called the " Owners."
1.7 Common Facilities.
Wolf Creek Station has been designed to accom-modate additional generating units on the Site (" Additional Units") with ;cint utilization of those facilities as may be appropriate for common use, incluaing, without limitation, all facilities defined as Common Facilities.
1.8 Additional Units, Any Owner or Owners having in the aggregate raore than fif ty percent (50%) of the total Ownership Shares in Unit 1 snail have the continuing right to determine, from time to time and at any time, whether an Additional Unit will be constructed on the Site and, if so, the type of electric generating unit to be constructed, the scheduled date for completion thereof and those electric systems which will be invited to par-ticipate in ownership thereof; provided, however, that in the event such Owner or Owners having said majority of Ownership Shares in Unit 21 ccier-mine to construct such Additional Unit, then and in such event eacn Owner having an Ownership Share in Unit 41 shall have the right, at its own election, to participate in the ownership of such Additional Unit with an undivided percentage interest therein up to, but not in excess cf, its then Ownership Share in Unit #1, except by mutual agreement of all Owners of the total Ownership' Shares in Unit #1.
Thei ced Owners of an Additional Unit
-shall have the right, upon tern-and condiuona mutually agreeaole to eacn cf them, to cause or permit (i) the construction and operation of such Additional
Unit and all facilities related thereto on the Site, and (ii) the relccation or modification of any of the facilities and property then included in Wolf Creek k
Station and any solely owned facilities then located on the Site as provided :n Article !!, for construction and operation of any such Additional Unit anc its related f acilities; provided (a) that such construction and operation will not unreasonably interfere with or materially impair the use of the facilities and property then included in Wolf Creek Station or otherwise located on the Site, (b) that any agreed adjustment of the Ownership Snares in the Common Facilities and the Site will be reflected as capital transactions, subject to compliance with the applicable provisions of any r elated security agreement contemplated in Section 5.2 hereof, and (c) that all otner costs inereof, ncluding any such relocation or modification costs, are borne by the Owners of such Additional Unit.
The proportional adjustments to be made in such undivided Ownership Shares in the Common Facilities and the Site shah be made prior to commencement of construction of any Additional Unit and shah be reflected by purchases and sales (at the depreciated original ccsi tnereof to the selling Owner, including all gross allowances for funds used during construction properly recorded on the books of such selier) of such portions thereof as will adjust the Ownership Shares of the Common Facilities and the Site of all Owners of Wolf Creek Station, including the Owners of such Additional Unit, in proportion to their ownership interests in the tota! gross capacity, as related to the initial net accredited capacity, of an Units including the nominal gross capacity of the Additional Unit to be construcleo.
It is intended that the Common Facilities for Unit al will not include any of the facilities that are exclusively for any Additional Unit at wolf Creek Station.
For the purpose of calculating any revision of the weighted per-centage Ownership Shares of the Owners in the Common Faci.ities, th allocation of Common Facilities among Units shall be made on the basis of y
ine relation of any Common Facility to a particular Unit or Units as agreco amng the Owners.
Common Facilities that have no relation to a particular unit in not be allocated to the Owners of such Unit based upon their O v. n e r s hi o Shares therein,
For the purposes of allocating Common FaciSties, an Ownership Shares and ownership interest calculations based on capacity snai:
be made using " nominal gross capacity" ARTICLE 11 Easements for Interconnection Facilities 2.1 Interconnection Facilities.
Each. Owner sF all have t r.e rigrt to install, own, operate, and maintain, at its own costs and expense, ai, Gn, along, over, under and across the Site such facilities as are reascnan.y required (i) to enable it to deliver to its own system the el ectr;c nov er anc energy which it is entitled to receive from any Unit at Wolf Creek StaCon, (ii) to establish interconnections betw een its system and the systems of others, and (iii) to connect separated portions of its cwn system fac?ite provided that such solely owned facilities shall be so installed, operated atd maintained as not unreasonably to interfere with or materially impair inc use of any then existing facilities located on the Site or the ultimate fun ut.'i/a-tion thereof.
D OHR
-e-1129 12c
2.2 Relocations and Modif 'ations.
In the event an Owner proposes to install and operate any such aolely owned facilities hereunder
- v. h i c n woulc N
require the relocation or modification of any then existing facilities located on the Site but would otherwise meet the requirements of this Agreement, such Owner shall have the right to cause such relocation or modification, provided it bears the cost thereof.
2.3 Personal Property.
All solely owned facilities, including trans-mission lines and terminations, installed pursuant to the provisions of this Article shall be and remain the sole property of tne Owner instali;ng them; shall not be a portion of Wolf Creek Station under Section 1.1 hereof; snail, where practicable, be identified by distinctive marking as the property of such Owner, and shall be deemed and considered to be personal procerty ;n which such Owner has reserved the right to remove the same at any time.
2.4 Exclusive Right, Title and Interest.
No provision hereof sha!; give to any other Owner or anyone claiming by, from, through or under sucn other Owner any right, title or interest in any such solely owned facad.es permitted by Section 2.1 hereof.
ARTICLE 111 Management and Operation of Wolf Creek Station 3.1 Common Facilities Committee.
Except as provided in S u o s & t ; o".
3.7(c) hereof, all policies relating to the management and aperation cf in.
'f Common Facilities and the Site shall be determined by a Common racinues Committee consisting of two representatives of each Owner thereof.
The cnief executive c'ficer of each such Owner shall designate, from time to time, its two representative members to serve on the Comrr.on Facilities Commitice, et least one of whom shall be a corporate officer of such Owner.
Sucn c e r i;;-
nation shall be by written notice to the other Owners thereof.
Such manage-ment and operation of the Common Facilities and the Site shall ce consistent with the provisions of this Ownership Agreement.
3.2 Management Committee.
Except as provided in Subsection 3.7(c) hereof, all policies relating to the management and operation of any Unit (including fuel for such Unit) shall be determined by a Management Committee t herefor consisting of two representatives of each Owner thereof Ar.
Owner's representative members on the Common Facilities Committee shal serve as its representative members on such Management Ccmmittee.
Socn management and operation of each Unit shall be consistent witn the previsions of this Ownership Agreement.
3.3 Committee -Committee A-tion.
Each Owner sb ll have a vote cn each such equal to its undivided Ownershi-3 hares in the property to ce managed by, such Committee.
Actions by any Committee shan require a majority vote of the undivided Ownership Shares except cs stated in Secdon 3.5(a).
No Committee shall have au.thority to modify any provision of tms Ownership Agreement.
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3.4 Property Additions and Retirements.
b (a)
The Common Facilities Committee and each Management Committee shall cause to be made such significant property additions to and retirements from the facilities and property constituting the Site, the Common Facilities and each Unit, respectively, as may, from time to time, be deemed by such Committee to be necessary or desirable.
(b)
Each Owner of the Site, the Common Facilities or any Unit shall pay for the cost of any such property addition thereto in the same percentage as its Ownership Share therein, and tne rights, titles and interests of any Owner in and te any sucr property addition shall be proportionate to its Ownership Snare therein.
(c)
Upon removal or retirement of any facilities or property included in any portion of Wolf Creek Station and subject to cc m pliance with the applicable provisions of any related security agree-ment contemplated in Section 5.2 hereof, the Owners thereof may,
at their option and notwithstanding the provisions of Section 5.1 hereof, (i) divide or partition such removed or retired facilities cr p rope r ty, or (ii) sell or otherwise dispose of such removed or retired facilities or property and distribute the proceeds thereof to or for the account of each Owner thereof in accordance with ild Ownership Share therein.
N 3.5 Destruction; Damage or Condemnation.
(a)
If more than half of Wolf C ree k Station or any Unit should be destroyed, damaged or cond em n ed, the Owners thereof by unanimous agreement may elect to repair, restore or reconstruct the damaged, destroyed or condemned facilities in sucn nenner as such Owners may then mu tually. ag ree.
In the event of sucn election, it shall be the obligaticn of such Owners to oay for the costs thereof in accordance with their respective Ownersnip Shares therein, and, up on completion thereof, such Owners' rights, tities and interests therein shall be as provided under this Ownership Agreement.
(b) in the event such Owners -fail to agree as provided in Subsection (a) above, a majority interest of the Ownership Shares in any such Unit may elect in writing to repair, restore or recon-struct the damaged, aestroyed, or condemned facilities and thc Owners of such majority interest shall thereupon have the rignt to purchase the minority Ownership Shares in such Unit, together witn the related proportionate Ownership Shares of the minority interest in the. Common Facilities and Site at a cost not to exceed the salvage or remaining value thereof.
(c)
In the event that such Owners do not proceed as pro-vided in Subsection (a) or (b) above, such failure shall be deemea g
to be an election not to repair, restore or reconstruct the camaged, destroyed or condemned facilities, in which event the proceeds frcm
any condemnation award shall be distributed to or for the account of such Owners in accordance with their respective Ownersnip h
Shares therein, and the remaining facilities shall be disposed of by such Owners in a manner as may then be mutually agreed by them and the proceeds therefrom shall be distributed to or for the accr ant of such Owners in accordance with their Ownership Shares therein, all subject to the liens of any encumbrance and the pro-visions of any related security agreement contemplated in Section 5.2 hereof.
(d) in the event that less than half of any Unit shan ce damaged, destroyed or condemned, then it shall be the obligation of the Owners thereof to repair, restore or reconstruct the damageo, destroyed, or condemned facilities and to pay for the same as provided under Subsection (a).
3.6 Requirements of Mortga,ge Indentures.
Each Owner may take such action in regard to its Ownership Share in any portion of Wolf Creek Stat:en (including any fuel) as may be necessary to comply with any provision (i) cf any existing deed of trust, mortgage indenture or other security agreement of such Owner, or (ii) which, with respect to any future deed of trust, mortgage indenture or other security agreement of such Owner, is or would ae required to qualify a trust indenture under the Trust Indenture Act of 1939, as amended (15 U.S.C.
77aaa et seq.) and the General Rules and Regulations thereunder (17 C. F. R. 260), including, without limitet;on, pro-visions relating to standards of maintenance, absence of lien s, payment of taxes and governmental charges, compliance with governmental regalations, M
insurance coverage, and the like; provided that any such acticn by one Owner shall not effect a default by another Owner under the orovisions of any then existing security agreem.nt of the other Owner.
The Comrno n Facilities Committee or the appropriate Management Committee shall take such action relating to the operation and maintenance of the Common Facilities or any Unit as any Owner of an Ownership Share therein shall advise, in writing, is nece',sary for such Owner to comply with the provisions of any such existing or future deed of trust, mortgage indenture or security agree-ment to which it is a party and the costs therefor shall, unless otherw:se provided in the applicable Operating Agreement, be borne by the Owners of such portion of Wolf Creek Station in proportion to their ownersilip Stiares therein.
3.7 Ooerating Agent.
(a)
Each Owner of the Site, Common Facilities and each Unit hereby authorizes KG&E to act as its agent to perform, as an Operating Agent, through KG&E's own employees, agents, servants and contractors, all functions as may be required for the actual operation and maintenance of the Site, Common Fac:lities and each Unit, including fuel th erefor, subject, h owev.e r, to the policies established by the Common Facilities Committee and the Management Committee for each Unit, respectively; provided, however, that KG&E shall not be liable to any other Owner fo r any loss, cost, camage or expense incurred by such Owner as a result of any action or. failure to act by KG&E, as Ooerating Agent, in respect to its operation and maintenance of the Site, Common Facilities or 8-m 7-14l L o) jLJ
Unit, unless KG&E's action or failure to act was not in good faith and was prejudicial to such Owner for the benefit of KG&E.
(b)
The Operating Agent shall have full power and authority to act in all matters related to the operation and maintenance of the Site, Common Facilities and each Unit (including fuel therefor) and shall be required to secure appropriate Committee approval with respect only to those policy matters which are clearly beyond the normal course of operation or maintenance.
(c)
Notwithstanding any other provision of this Agreement, the Operating Agent shall perform any and all actions duly required by the Nuclear Regulatory Commission or any other regulatory body having jurisdiction over the operation and maintenance of Wolf Creek Station.
(d)
Upon written notice to KG&E, the other Owner with the greatest oercentage
. nership. interest ir.
the Site may, at its option, forthwith become, and assume the duties of, Operating Agent hereunder in the stead of KG&E if at such time (i) KG&E has been finally adjudged a bankrupt, or KG&E's Ownership Share in Wolf Creek Station has been seized and is held by any governmenta.
authority having jurisdiction provided that KG&E shall be reinstated upon final termination of the proceedings and it recovers its Owner-ship Share in Wolf Creek Station, and (ii) such other Owner is not bankrupt and its Ownership Share in Wolf Creek Station has not been seized by an.y governmeatal authority.
(e)
Contracts covering design, engineering, p roc u rement,
construction and installation services and major components of Units and all other contracts relating to procurement, operation a r:a maintenance, including contracts for the acquisition of materials, inventories,
supplies, spare parts, equipment, fuel or services therefor, may be executed solely by the Operating Agent or at its request shall be executed by each Owner.
Whether or not a con-tract is entered into in the name of all Owners, each Owner shall be :everally and not jointly responsible for its percentage of the amounts which are payable thereunder and all performance witn respect to such contracts in proportion to its Ownership share therein.
The Operating Agent is expressly authorized to eaccute all contracts as agent on behalf of each of the Owners.
Each contract entered into in the name of all Owners shall provide for several, but not joint, liability in proportion to each Owner's respective percentage Ownership Share
- therein, and at the Operating Agent's determination, may provide for separate invoicing to each Owner in accordance with its respective percentage Ownershi,p Share thereof.
3.8 Operating Agreements.
The Owners of th'e Common Facilities and the Owners of each Unit shall, by and through agreements among themselves, enter into Operating Agreements for the purpose of est. 'ishing with respect thereto more detailed provisions and procedures to implemerit 'he provisions of this Ownership Agreement.
If an Owner of any portion of Woli Cr eek Station shall transfer, under the provisions of Section 5.3 or 5.4, all or any port;on of its Ownership Share therein, such Owner shall assign, and shall cause
+
1;29 124
such transferee to assume, the related portion of its rights and obligations under 1.h e Operating Agreement applicable thereto.
No assignment of any p
rights or obligations under an Operating Agreement shall be made except in connection with a transfer of an Ownership Share hereunder.
In any instance of conflict between this Ownership Agreement and any other contract or agreement, including any Operating Agreement, the provisions hereof shall take precedence and shall govern.
ARTICLE IV Capacity and Energy Entitlement anc' Financial Obligations 4.1 Capacity Entitlement.
Subject to the provisions of Section 4.4, each Owner shall De entitled at all times to the then effective maximum operable capability of a Unit (as then permitted by law) in proportion to as Ownership Share in such Unit at sucn time, and it hereby waives any and all right to any capacity in excess of such pro rata capability.
4.2 Energy Entitlement.
Subject to the provisions of Section 4.4, each Owner of a Unit, at all times, ('a) shall be entitled to schedule and have th0 right to receive energy from such Unit at a rate not in excess of that portion of the then maximum operable capability of such Unit (but not in e,.c e s s of that then permitted by law), and (b) if requested by any other Owner, sha!'
schedule energy from such Unit at a rate not less than that portion cf Lne minimum operable capability of such Unit (but not less than that permdted by bl law), which is proportional to its Ownership Share in such Unit at such time,
~
each as measured on the basis of net output on the generator sice of tne step-up substation bus for such Unit.
4.3 Financial Obligations.
Each Owner shall at all times pay (a) a' share corresponding to its then Ownership Share in the Site of all expenditures for the lands and land rights descrioec in Exhibit A hereto, together with all additional lands and land rights as may hereafter be acquired therefor; (b) a share corresponding to its then Ownership Share in Common Facilities of all expenditures for construction, operation and ma anance of Common Facilities and for renewals, replacements, additions and retirements in respect thereof; (c) a share corresponding to its then Ownership Share in each Unit of all expenditures (other than those in respect to Common Facilities) for construction, operation and maintenance (excluding variable costs, including those associated with fuel use, as provided in the applicable Operating Agreement) of sucn Unit and for
- renewals, replacements, additions cand retirements in respect thereof; (d) a share of all expenditures in respcct to fuel used (and other variable generating costs as provided in the applicacie Operating Agreement) for each Unit corresponding to the ratio of I
)
the energy taken by it from such Unit to the total energy taken by the Owners of such Unit, as provided in the applicable Operatir.g Agreement; and (e) a share of all costs and expenses, including any current funding required to discharge the burden of wastes ano waste fuel management, including storage, trans po rtation, risk and liability upon and as part of decommissioning expense for each Unit in accordance with the applicable Operating Agreement in effect.
For the purposes of this Section, expenditures shall not be deemed to include (i) interest charges en borrowed funds, income taxes, anc property, busines and occupation taxes of each Owner, which shall be borne entirely by such Owner, and (ii) depreciation, amortization and allowances for funds used during construction.
4.4 Default.
(a)
If prior to the date of commercial operation of Unit 31 or any Additional Unit an Owner thereof shall (a) be in default of any obligation hereunder for a period of 10 days or more af ter nctice therecf by any other Owner, or (b) fail or be unable, for any reason whatsoever, to make any payment within 30 days of the date due for or on account of the construction of Wolf Creek Station, or (c) shall admit in writing its inability to pay its debts generally as they become due or shall file a petition in voluntary bankruptcy or shall make a general assignment for the benefit of its creditors, or shall consent to.the appointment of a receiver for the whole or any N
part of its utility asse,s; or shall be adjudicated a bansrupt or insolvent; or an order, judgment or decree shall be enterec oy say court of competent jurisd;ction appointing, without such Owners consent, a receiver for the whole or any substantial part of its assets and such adjudication order, judgment or decree shall not be vacated or set aside or stayed within 90 days af ter tne entry thereof, or (d) be in default under any mortage, deed of trust, or other instrument under which a lien or other security interest has been granted or will be acquireJ in such Owner's ownership interasts in Wolf Creek Statian, then such Owner shall be de?med to be in default hereunder and the nondefaulting Owner or Owners thereof may, by written notice to the defaulting Owner, but without relieving any defaulting Owner of its, liability for the default, (;)
agree to complete or cause the completion of construction of the Unit without additional payments by the defaulting Owner and (ii) limit the defaulting Owner's ownership interests in the Unit, Site and Common Fac lities at Wolf Creek Station to those percentages thereof as are equal to the ratio of the payments theretofcre made by the defaulting Owner to the total construction expencitures of the Owners therefor, exclusive of any allowance for funds useo during construction, in which event the defaulting Owner's owner-ship interests in the Unit, Site and Common Facilities at Wo:f Creek Station shall reduce automatically and concurrent ly as a r.d to the extent that additional construction expenditures (exclusive of any allowance for funds used during construction) are paid by or for e
the account of the nondefaulting Owner or Owners for corapletion 1129 126
thereof; p rovided,
- however, that upon completion thereof the r'
defaulting Owner shall remain subject to the provisions of Sections b
4.1, 4.2, 4.3 and 4.4 hereof with respect to its reduced Ownersnip Share therein.
In any such event, the respective ownership interests of the Owners in the Unit, Site and Common Facilities at Wolf Creek Station shall adjust automatically and proportionately to reflect the defaulting Owner's decreasing ownership interests therein and the nondefaulting Ownerr' increasing ownership interests as and to the ex'.ent that additional construction expenci-tures are made or caused to be made by each nondefaulting Owner for completion thereof.
(b)
If subsequent to the' date of commercial operation of Unit
- 1 or any Additional Unit an event of default by any Owner occurs in the payment of all or any part of its share of any expenditures as provided in Section 4.3, such Owner shall not be entit cc to schedule or receive any energy from any such Unit during the continuance thereof if such default is not cured within five (5) days after delivery of written notice of such default by any other Owner; and during the remaining period of any such def ault the nondefaulting Owners of each Unit in which such Owner has an Ownership Share therein shall be entitled (without relieving the defaulting Owner of its liability for the default) to schedu!e and receive all the energy ca pa ble. Of being produced by such Unit (including the capacity ent tiement of the defaulting Owner) in proportion to their respective Ownership Shcres therein.
- Further, if any Owner defaults in its obligation to pay its proportionate v
share of capital additions, betterments or improvements, then the Ownership Shares of such defaulting Owner in any appropriate Unit and/or Common Facilities shall be subject to automatic reduction as specified and provided in Section 4.4(a).
(c) Nothing in Sections 4.4(a) or 4.4(b) ;s intended to relieve, or shall relieve, a defaulting Owner of its liability for the default, and the exercise by the nondefaulting Owner or Owners of any rights provided for in this Section 4.4 (including rights which reduce the Ownership Shares of the defaulting Owner or permit the nondefaulting Owner or Owners to use the capacity entitlement u the defaulting Owner) shall be considered in mitication of damages due the nondefauiting Owner or Owners for wh~h the defaulting Owner shall be and remain liable until paid, tot ether with interest thereon at a rate equal to 125 percent of each nondefaulting Owner's g ross rate of accrual of (i) an allowance for funds used during construction (AFDC),
(ii) interest during construction (IDC), or (iii) other similar cost components regularly used by such nondefaulting Owner, each as applicable during such periocs.
4.5 Interchange.
Except as otherwise prov'ded in Section 4.4, the capacity entitlement of Owner shall not be available or use by another Owner unless the entitled Owner desires to sell and the other Owner cesires to buy any excess capacity entitlement of the selling Owner Any such sale shah be in accordance with applicable service schedules for interchange transact;cns between such Owners as may be M effect from time to time and on file with the Federal Energy Regulatory Co. ; mission.
-,2-1129 127
ARTICLE V Partition - Encumbrance - Transfer 5.1 Partition.
The Owners ano their successors and assigns hereby waive their respective rights with respect to the partition of Wolf Craek Station and any portion thereof for a period of time ending with the abandon-ment of the use thereof for the generation, transmission or distribution of electricity.
No Owner of any Ownersnip Share in Wolf Creek Station or any cortion thereof shall take or resort to any action (ir.cluding, without lira i ta -
tion, ar.y court proceeding at law or in equity) for the purpose of or. which might result in a partition of Wolf Creek Station or any portion thereof (inciuding without limitation, the Site, Common Facilities, any tJnit and all additions and improvements thereto and replacements thereof).
Each such Owner, for itself and its successors and assigns, hereby releases c:! nartition rights in respect thereof, whether now existing or hereafter accruing,
whether under common law or statute, and whether in kind or otherwise, ana each such Owner thereof shall from time to time, upon written request by any other Owner of an Ownership Share therein, execute and deliver such further instruments as may be necessary or appropriate to confirm the foregoing waiver and release of partition rights.
5.2 Encumbrance.
Each Owner and its successors and assigns, of bc!f Creek Station or any portion thereof shall have the right to and may encumber its Ownership Share therein (subject to the provisions of this Ownership Agreement) by any deed of trust, mortgage indenture cr other security agreement, whether now existing or hereafter created as security fc:
b its present or future' bonds or other obligations or securities, without the prior consent of any other Owner, and any trustee or secured party
.r. e r e -
under, when acting pursuant to the provisions thereof, shall hava the uenefit of, and may require and enforce performance of, the cove. ants anc ou! iga-i tions herein and may exercise all rights and powers of such Owner under this Ownership Agreement and the applicable Operating Agreement as the same may then be in effect.
5.3 Transfer.
No Owner of Wolf Creek Station or any portion therecf shall have the right, without the prior written consent of all other Ov.r.ers of such portion of Wolf Creek Station, to sell, transfer, or assign any -ignt, title or interest in, or create any lien or encumbrance on, all or any part cf the facilities and property represented by its Ownership Share therein, except that no consent shall be required for an Owner (i) to encurrter such Ownership Share as provided in Section 5.2, or (ii) to transfer such Ownership Share to another corporation (whether or not affiliated with sucn Owner) together with all or substantially all of its other utility propero,,
whether by sale or pursuant to or as a result of a merger, consciidation, liquidation or corporate reorganization, provided that sucn ccrporation oy written agreement or by operation of law assumes the obligations hereunder o' the Owner transferring such Ownership Share, or (iii) to transfer sucr Ownership Share or any pcrtien thereof pursuant to the provisions of Section 5.4 hereof.
129 128 5.4 RJght of First Refasal.
r
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(a)
Except with respect to transfers permitted under Section 5.3, should any Owner desire to sell, transfer, assign, convey or otherwise dispose of its Ownership Share or any part thereof in Wolf Creek Station or any portion thereof (the " Transfer Share") to any other entity or agency whatsoever acluding any other Owner of an Ownership Share therein (the " Proposed Transferee"), the other Owners of Ownership Shares therein (the
" Remaining Owners") shall have rights of first refusal, as provided in this Section, to purchase such Transfer Share, and such Owner snall not dispose of such Transfer Share except as provided in this Section.
(b)
At lert one year prior to its intended date to so dispose of its Trt.asfer Share, and after receipt by it of a bona fide written offer, which it desires to accept, from the Proposed Transferee (whn shall be a buyer ready, willing and able to pt rchase the Transfer Shar: upon expiration of the notice periods specified in this Section), the Owner desiring to dispose of its Transfer Share shaa serve a written Notice of Intent to Transfer upon the Remainin.
Owners.
Such Notice shall contain the apprcximate proposed date of disposition of such Transfer Share, the terms and conditions of said bona fide written offer received by such Owner from the Proposed Transferee, and the terms and conditions under which such Owner would sell such Transfer Share to the Remaining Owners (including, without limitation, the right to purchase fo r cash), which shail be at least as favorable to the Remaining Owners tm.
as the terms and concitions offered by the Proposed Transferee.
(c)
Each Remaining Owner desiring to purchase all cr any portion of such Transfer Share shall signify such desire by serving written Notice of intent to Purchase upon the Owner desiring to dispose of 'cuch Transfer Share and the other Remaining Owners within One Ht.ndred T wenty (120) days af ter receipt of Notice of Intent to Transfer under Subsection (b).
(d)
If the Remaining Owners signify their intention under Subsection (c) to pt'rchase in the aggregate more than the entire T ra n s fe r-Share, then each such Remaining Owner shall have the right to purchase (i) a portion of the -Transfer Share not in excess of the ratio of its Ownership Share to aggregate Ownership Shares of the Remaining Owners who have served a Notice of Intent to Purchase under Siasection (c), plus (ii) a similar p ropo r tic,n a te share of the Trar.. fer Share whica other Remaining Owners elect not to purchase.
(e).
If in their Notices of Intent to Purchase served under Subsection (c) the Remaining Owners should signify an intention to purchase less than the entire Transfer Share, the Remaining Owners snail have an additional sixty (60) days after receipt of tne last Notice. of Intent to Purchase under Subsection (c) to resignify J
their inte.ntion to purchase the entire Traasfer Share in accorcance with Subsection (d).
))h k
-i4-
(f)
If and when intention 13 purchase the entire Transfer Share has been signified by writtel Notices of Intent to Purchase g
(
from the Remaining Owners, disposal of such Transfer Share shall be effected by the Owner thereof to tne Remaining Owners in accordance with their respective Fotices of intent to Purchase, subbct to all required governmentai regulatory approvals thereof, and release of any tiens imposed thereon by or through the Owner thereof.
(g)
If thc Remaining Owners have failed to signify (by proper Notices of Intent to Purchase as provided hereunder) their intention to purchase the entire Transfer Share, the Owner thereof shall be free to dispose of such Transfer Share to the Proposea Transferee upon the terms and conditions stated in its bona fide written offer.
(h)
Any disposition of a Transfer Share hereunder, whether to any Remaining Owner or Owners or to any Proposed Transferee, shall be made subject to all of the benefits and burdens of the covenants and. obligations applicable thcreto as provided in this Ownership Agreement.
Any such Proposed Transferee shali upon receipt of transfer assume and agree, in writing, delivered to the other Owners thereof, to perform the provisions of this Ownership Agreement and the applicable Operating Agreements.
S.5 Environmental Control Financing.
Insofar as may be apprcariate or required for the issuance of tax-exempt environmental or pollution ccntro, financings pursuant to regulations by the Interna! Revenue Service anc tne laws of the State of Kansas as the same may be amended from time to t ime,
each of the Owners may individually sell, convey or grant estates in its undivided interests in such environmental or pollution control facilities nne non-exclusive licenses, easements and rights-of-way over, across, th rou g h and under Wolf Creek Station for the purposes of locating and maintaing ach facilities on Wolf Creek Station and providing such rights of access to such facilities as may be necessary for their inspection during the term of any such financing; p rovid ed, however, that no such conveyance, license, ease-ment or right-of-way shall (i) grant or purport to grant any right to operah or remove any of the machinery, equipment, buildings, structures cr faciuties constituting a part of Wolf Creek Station, or (ii) unreasonably interfere with or materially impair the use of any then existing facilities located on the site.
Each Owner will do all acts necessary to assure and perpetuate the ability c,:
other Owners of Wolf Creek Station to cause to be issued tax exempt ocnds for purpose of financing the pollution control installations at Wolf C ree k Station.
4 JI.
Covenants and Oblications 6.1 Eauitable Servitudes.
The~ respective covenants and obligations of the Owners of Wolf Creek Station and any portion thereof under this Owner-(
ship Agreer.ient are intended to be in the nature of equitable servitudes (not liens) which shall run with the respective rights, titles and interests cf their 1129 130
Ownership Shares therein, and be for the benefit of and be binding upon any
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and all persons whomsoever having or claiming any right, title or interest m or to Wolf Creek Station or any portion thereof by, from, through or under KG&E, KCPL or KEPCo or their successors or assigns.
6.2 Independent Covenants and Obligations.
The covenants ana obliga-tions contained in this Ownership Agreement are to be deemed to be indepen-dent covenants, not dependent covenants, and the obligation of any Owner to keep and perform all of the covenants and obligations assumed by or imposed upon it hereunder is not conditioned upon the performance by any ctncr Owner of all or any of the covenants and obligations to be kept and per-formed by it.
6.3 Several Obligations.
The obligations and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall be construed to create an association, joint venture, trust or partnership.
Each Owner shall be individually responsible for tne perfor-mance of its own obligations herein provided.
No Owner shal1 have a rignt c power to bind any other Owner without its express written consent, except es expressly provided in this Ownership Agreement or the applicable Caeraung Agreement.
6.4 Liability.
All ri s k, loss and damage arising out of the ownersnio, construction, operation, maintenance or decommissioning of any porucn of V.Ef Creek Station (including fuel) will be borne by the Owners thereof in prcpce-tion to the percentage ownership interest therein, portions of which may oc insured at costs to be shared proportionately by them.
If insu rea, ;' t b
Owners thereof shall 'be named insureds as their respective interestu m n ',
appear, with subrogation rights waived.
If any Owner, by reascn cf ;o,nt liability, shall ' e called upon to make any payment or incur any obligation m excess of its proportionate Ownership Share therein, the other Ov 1ers thereof shall indemnify and reimburse such Owner proportionately to the extent of any such excess.
6.5 IRS Election.
The Owners will elect to oc excludea from the application of Subchapter "K" of Chapter 1 of Subtitie "A"
of the interr; Revenue Code of 1954, or such portion or portions thereof as may oe ocn-mitted or authorized by the Secretary of the Treasury or his delegate ir.nar as such subchapter or any portion or portions thereof may be appiicao:c to the Owners under this Agreement, or any similar provisions of ine interna.
Revenue Code in effect from time to time as may be appropriate, to exen.pt tne Owners from the filing of a partnership return with respect: to Wclf Cr ee.
Sta tion.
P00R ORIGINAL
. ll29
(q ARTICLE Vil Arbitration 7.1 Controversies.
Any controversy between or among Owners of Wolf Creek Station or any portion thereof arising out of or relating to this Ownership Agreement, or any breach hereof or default hereunder, shall be submitted to arbitration upon the request of any such Owner in the manner provided herein.
7.2 Notice to Arbitrate.
The Owner submitting a request for arbitra-tion shall serve a Notice to Arbitrate upon the other Owner or Owners directly involved setting forth in detail the matter or matters to be arbitrated, including a statement of the facts or circumstances giving rise to such controversy and such Owner's contention with respect to the correct determination thereof.
7.3 Selection of Arbitrator.
If the Owners directly involved in such controversy are unable to agree upon and appoint, within 15 days of the date of service of the Notice to Arbitrate, one person to act as sole arbitector, such Owners, or any one of them, shall within 10 days thereaf ter request the Chief Judge of the United States Court of Appeals for the Tenth Circuit (cr such successor thereto as might have Federal appellate jurisdiction of matters arising in Coffey County, Kansas) to appoint such arbitrator.
If the Chief Judge does not appoint an arbitrator within 15 days of the date such request
(
is made of him, such Owners, or any one of them, shall, within the next 10 days thereaf ter, request the American Arbitration Association (or comparable organization) to appoint the arbitrator pursuant to its then existing rules.
7.4 Scope of Arbitration.
Any arbitrator serving hereuncer shall give full force and effect to all provisions of this Ownership Agreement bnd any Operating Ag ree.nent applicable to Site, the Common Facilities or a Unit as may be involved, shall hear evidence submitted by the respective Own ers,
and may call for additional information, which additional information snail be furnished by the Owner having such information.
7.5 Findings and Award.
The findings and awar d of the arbitrator shall be binding and conclusive with respect to the matter or n.a;ters sub-mitted to arbitration, except as the same may be set aside, modified or corrected by any court in accordance with Kansas law.
7.6 Costs.
The fees and expenses of the arbitrator shall be borne equally by the Owners directly involved in such a rbitration, unless the decision of the arbitrator shall specify some other apportionment of sucn L as and expenses.
All other expenses and costs of the L.rbitration shall be borne by the Owner incurring the same.
ARTICLE Vill General Provisions2h ) 8.1 Implementing and Confirmatory instruments. Each Owner shall execute such instruments as may from time to time reasonably be requested b_ by any other Owner to implement the provisions of the Ownership Agreement, including instruments of conveyance and transfer, to confirm the effective Ownership Shares in the facilities and property which then constitute Wolf ~ Creek Station or any portion thereof. 8.2 Waivers. No waiver by an Owner of its rights with respect to a default under this Ownership Agreement shall be effective unless all non-defaulting Owners waive their respective rights. Any such waiver shall not be deemed to be a waiver with respect to any subsequent default or matter. No delay short of the statutory period of limitations in asserting or imposing any right hereunder shall be deemed a waiver of such right. 8.3 Notices. Any notice, demand, request or consent provided for in this Ownership Agreement or made in connection herewith shall oe deemed properly served if given in writing and delivered in person, or sent by Registered or Certified Mail, postage prepaid, addressed to, the President of the Owner at its then prir.cipal office. 8.4 Severability. In the event any provision hereof or the application thereof to any person or circumstance shall be held invalid in any fina! decision by a court having jurisdiction in the premises, the remainder of this Ownership Ag reement and its application to persons or circumstances other than those as to which it was held invalid shall not be affected thereby 8.5 Governing Law. The validity, interpretation and performance of this Agreement and each of its pmvisions shall be governed by the laws o: h the S r of Kansas, including wihut limitation the provisions of K.5.A. 16-116 and any amendments thereto. ARTICLE LX Term - Termination 9.1 Effective Date and Term. This Ownership Agreement shall become effective upon execution hereof by KG&E, KCPL and KEPCo and shall continue in full force and effect thereafter until terminated as provided in Sections 9.2 and 9.3. 9.2 Termination. Except as provided in Section 9.3, this Ownership Agreement shall terminate and be of no further force and effect frcm and after the date (i) the Owners of Wolf Creek Station shall file of record in the office of the Recorder
- Deeds for Coffey County, Kansas, (or such other office a may then serve such function) a duly executed Termina tion Agreement terminating this Ownership Agreement and discharging the rights, titles and interests of such Owners in and to Wolf Creek Station from the benefits and burdens of the covenants and obligations herein; prcvided that Wolf Creek Station shall have been released from the liens of all encumbrances contemplated by Section 5.2 hereof and such releases shall have been duly filed' of record prior to recording of such Termination Agreement; or 1129 133 (ii) an Owner shall acquire by transfer hereunder or by operation k
of law all Ownership Shares in Wolf Creek Station and, as a result of the merger of such undivided percentage interests therein, becomes the sole beneficial Owner of all rights, titles and interests therein; or (iii) there has been an abandonment of the use of Wolf C eek Station for the generation and transmission of electrici, y as evidenced by an Affidavit of Abandonment duly executed by an Owner of any portion thereof, filed of record as proviced in Part (i) above, and thereafter published in a newspaper of general circulation in Coffey County, Kansas, with written notice thereof delivered to the other Owners within ten (10) days after the recording of such Affidavit, unless another Owner of any portion thereof denies such abandonment by an Affidavit of Non-abandonment similarly filed of record within sixty (60) days after publication of such Al fid avit of Abandonment; whichever date is earlier. 9.3 Disposition Upon Abandonment. In the event this Ownership Agreement is terminated by Affidavit of Abandonment as provided in Section 9.2(iii), the Owner executing the Affidavit of Abandonment shall nave the right to dispose of all the facilities and property then included in Wolf Creek Station (provided such facilities and property to be disposed of are nct then N subject to the lien of'any encumbrance, or such disposition is otherwise made ~ in accordance with the terms of any related security agreemcnt, contemplatea in Section 5.2 hereof), shall pay, or make provision for the payment of, a!' decommissioning costs and expenses as may then be required by law and thereafter shall dispose thereof as promptly as practicable and distribute the nei proceeds thereof, if any, to the Owners, or to lienholders for the account of the Owners, in accordance with their respective Ownership Shares therein; provided, however, that if any determinable portion of such proceeds is received from facilities or property the cost of which was borne by the Owners disproportionately to their Ownership Shares therein, the distribution of such proceeds shall be adjustea accordingly; and provided further, that termination of this Ownership Agreement shall not discharge any Owner of any obligation it then owes to any other Owner as a result of any transaction occurring prior to such termination. IN WITNESS WHEREOF, the parties hereto have caused this Ownership Agreement to be executed by their duly authorized officers the c%y and year first above written. KANSAS GAS AND ELECTRIC COMPANY By President ATTEST: Secretary } }}29 }hk .(' KANS_AS CITY POWE.R & LIGHT COMPANY By President ATTEST: Secretary KANSAS ELECTRIC POWER COOPERATIVE, INC. By President ATTEST: Secretary Iv 9 e W 11?9 135 STATE OF KANSAS } b ) ss COUNTY OF SEDGWICK ) On this day of 1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared RALPH P. FIEBACH, to me personally known, who, being by me duly sworn, did say that he is the President of KANSAS GAS AND ELECTRIC COMPANY, a Kansas corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said RALPH P. FIEBACH acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first above written. Notary Public My commission expires: b STATE OF MISSOURI )) ss COUNTY OF JACKSON ) On this day of 1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared ROBERT K. ZIMMERMAN, to me personally known, who, being by me duly sworn, did say that he is the Chairman of the Board of KANSAS CITY POWER & UGHT COMPANY, a Missouri corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the fore-going instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said ROBERT K. ZIMMERMAN acknowledged saic instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed ny official seal in the County and State aforesaid the day and year first above written. i Notary Public My commission expires: 1129 136 STATE OF KANSAS )) ss ( COUNTY OF SHAWNEE ) On this day of _ ,1979, before me, a Notary Public in and for said County in the State aforesaid, personally appeared HOWARD SELL, to me personally known, who, being by me duly sworn, did say that he is the President of KANSAS ELECTRIC POWER COOPERATIVE, INC., a Kansas corporation, one of the corporations described in and which executed the foregoing instrument, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed ano sealed in behalf of said corporation by authority of its Board of Directors; and said HOWARD SELL acknowledged said instrument and the execution thereof to be the free and voluntary act and deed of said corporation by it voluntarily executed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid the day and year first abcve written. My commission expires: ( w e 9 1129 137 EXHIBIT A TRACT A f Legal description of perimeter of Site b ~ e 9 1129 138
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T R A CT E, / (>. Legal description of railroad rights-of-way Iv 9 e 1129 139 TRACT C D-Legal description of other lands or land rights to be held as jointly owned " Property" required for operation of Wolf Creek Station or to which Wolf Creek Station must be subjected, e.g. easements, public road crossings of railroad spurs, etc. N e 9 e 1',29 140 .... m. m. Page 1 of 3 e. WOLF CREEK STATION CASH FLOW MEMORANDUM This Cash Flow Memorandum executed , 1978, will implement the KG&E-KCPL Letter Agreement dated January 24, 1973, by and between KANSAS GAS AND ELECTRIC COMPANY ("KG&E") and KANSAS CITY POWER & LIGHT COMPANY ("KCPL"), as adopted by KANSAS ELECTRIC POWER COOPERATIVE, INC. ("KEPCo") by an assign-ment agreement of even date herewith, under which KG&E, KCPL and KEPCo (the " Owners") have agreed to be individually respon-sible for timely providing, in proportion to their respective Ownership Shares, those funds necessary for site acquisition and construction of Wolf Creek Station under the Wolf Creek Ownership Agreement. l. Scope. This Memorandum will control the timely provi-sion of funds necessary for site acquisition and initial construction of Wolf Creek Station, including fuel, additions, betterments, re-movals, replacements, retirements and materials and supply inven-tories, unless and until other arrangements therefor are agreed to by the Owners either in the Operating Agreement to be c>:ecuted by them or otherwise. 2. Estimates. Based on mutual agreement covering construc-tion schedule, Daniel International Corporation, as Constructor I s-and Agent for the Owners, will prepare written estimates of the cash requirements for initial construction of Wolf Creek Station. KG&E will. prepare estimates for some minor initial construction items. Such estimates will be made (a) monthly for the succeeding i ' twelve (12) months' period on a monthly requirement basis (the first month of the period to be on weekly basis), and (b) annually for each calendar year through 1983 and thereafter till completion of construction of Wolf Creek, including Unit #1, on a semiannual or quarterly requirement basis as the Ovners may elect. The Contractor will revise such estimates when changes in deliveries, construction schedule or other factors mutually agreed to, materially affect the cash required during the progress of con-struction. Copies of all such estimates will be furnished promptly to each of the Owners. 3. Payment and Settlement of Costs. (a)' The owners individually will make provision for the pay-ment of all costs incurred in connection with the site acquisition and initial construction of Wolf Creek Station, including fuel. (b) Each Owner will remit to the payer an amount equal to its ownership Share of all disbursements made or to be made here-under based on the following:- 1129 141
(i) Billings based on actual costs paid by Daniel International to others on a weekly basis, or kw more frequently if necessary. (ii) Billings based on estimatcd costs to be paid by the Owners to others not more than seven (7) days prior to scheduled disbursement by Owners, for unusually large disbursements as provided in (c) and (d) below. (iii) Billings of incidental related costs incurred by an Owner and accumulated in its accounts on an actual or estimated basis on the last day of each month or thereafter. (iv) Billings cn any other method agreed upon by the Owners. (c) Daniel International will arrange for direct payment by the Owners individually to a supplier or contractor on any supplier's or contractor's invoice of $500,000 or more. In such event, Daniel International will advise cach Owner by Payment Request of the specific amount and terms of payment of the invoice as far in advance as practicable. Each Owner will make payment in proportion to its ownership share of the amount of the invoice and will promptly advice Daniel International, addressed to its Project Accountant,, that the payment has been made. (d) Daniel International will advise each Owner not later than seven (7) days in advance, covering estimated expenditures, of expected due date of any anticipated billing to the Owners of $500,000 or more. Notice of billing of $500,000 or more not in-cluded in estimated expenditures will be given as far in advance as practicable. (c) Each bill rendered by each Owner will show in reasonable detail the basis for the computation of the amount billed. 4. Allowance For Funds Used. Notwithstanding any other provision of this Memorandum, no Owner shall be called upon to reimburse another Owner for any allodance for funds used during construction or interest during construction, provided cash payments are made in accordance herewith on a timely basis. S. Payment. -~ (a) Daniel International weekly billings, or more frequently if necessary, will be paid in good funds by the Owners to the bank on which payments are made on the folloiing banking day af ter notification is received (usually by telephone) of the amount be.ing paid by Daniel International. <a n29 u2 P00R ORGE
(b) Upon receipt of a billing statement by one Owner to the other Owners hereunder, payment thereof will be made by the other (q Owners within three (3) working days. 6. Other Procedures. The Owners will cooperate with each other in the development of such other procedures as may be necessary or convenient for the timely providing of cash as may be advisable to allow for the problem of funds availability hereunder to be shared as equitably as possible between them. 7. Accounting __ Procedures and Records. All matters relating to accounting procedures and records wlll be covered in an Account-ing Memorandum to be executed by the Owners. In the interim and unless otherwise agreed in the Accounting Memorandum, (a) Daniel International will undertake to develop and keep all original accounting records and documents as may be required by all regu-latory bodies having jurisdiction and as may be reasonably neces-sary for the corporate records of each Owner; (b) if requested, Daniel International will make available to each Owner copies of any or all such records and documents; and (c) the origina's thereof will at all reasonable times be made available by Daniel International to the authorized representatives of an Owner for inspection, copying, audit and other proper business requirements of such Owner. KANSAS CAS AND ELECTRIC CCGPANY By President KANSAS CITY POWER & LIGHT COMPANY }DDR DH!N#1 By President KANSAS ELECTRIC POWER COOPERATIVE, INC. By Yre~sTd'ck~t~ e 1129 I43 -
\\%ULreCLUG) Exhibit C Page 1 of 3 WOLF CREEK STATION ACCOUNTING MEMORANDUM UNIT #1 (3 This Accounting Memorandum executed , 1978, will implement the KG&E-KCPL Letter Agreement dated January 24, 1973, by and between KANSAS GAS AND ELECTRIC COMPANY ("KG&E") and KANSAS CITY POWER & LIGHT COMPANY ("KCPL"), as adopted by KANSAS ELECTRIC POWER COOPERATIVE, INC. ("KEPCo")' by an assignment agreement of even date herewith, under which KG&E, KCPL and KEPCo, as Owners of Wolf Creek Station, will provide for accounting and record keeping related to the construction, operation and maintenance of Wolf Creek Station, including Unit
- 1.
1. Scope. This Memorandum covers all matters relating to accdunting procedures and record keeping pertaining to site acquisition, initial construction and commercial operation of Wolf Creek Station, including Unit #1. 2. Accounting Manual. KG&E will develop and keep all records and perform all accounting for Wolf Creek Station, including Unit #1, required by (i) each Owner to meet its reasonable accounting and statistical requirements,, and (ii) all regulatory bodies and taxing authoritias having jurisdiction. (Each Owner will be responsible for preparing and filing its required governmental reports.) Such accounting and record /s, keeping shall be performed in accordance with the procedures set forth in the Accounting Manual, Addendum I, attached hereto. The Accounting Manual and any amendments thereto may be amended at any time by and upon written approval of the responsible cor-porate officer of each owner, provided that such amendments shall be in accordance with the agreed principles set forth in the assignment agreement and the Wolf Creek Ownership Agreement, each of even date herewith. 3. Construction Funds. Funds for site acquisition and the initial construction of Wolf Creek Station, including Unit #1, will be provided by the Owners and settlements thereof made in accordance with the Cash Flow Memorandum of even date herewith. 4. Annual Budgets. For 1983 and each year thereafter KG&E will prepare annual budgets and long-term forecasts.for Wolf Creek Station, including Unit #1, of (a) required or desirable capital expenditures for additions, betterments, removals and retirements; (b) anticipated fuel purchases; and (c) operating expenses. Such budgets shall be submitted to the other Owners in advance so that approval and agreement by the owners can be reached approximately sixty (60) days prior to the beginning of each calendar year. 5. Payments, Billings and Settlements. gdl)pendituresascontemplatedinSection4(a)hereofandforpurchase (a) All payments, billings and settlements for capital ex-1129 144
of fuel, material and supply inventories at Wol f Creek Stat. ion, including Unit 41, will be controlled by the applicabic provisions f (g^ of Sections 3(b) through (c), 4 and S of the Cash Flow Memorandum Aw of even date herewith. (b) Commencing on the date of commercial operation of Wolf Creek Unit #1, substantially all operating expenses (other than the costs of fuel, materials and supplies issued for Wolf Creek Station, iTcluding Unit #1, inventories, depreciation and ad valorem taxes) will be incurred and subsequently paid by KOSE as the Operating Agent for Wolf Creek Station. As soon as practicable after the end of each month, KG&E will bill each other Owner for its pro rata uhare of all such operating and maintenance expenses incurred during the preceding month in accordance with the procedures then agreed in the Accounting Manual. The recipient will pay each such billing to KG&E within three (3) working days after receipt thereof. In the event that another Owner incurs operating expenses previously agreed to by the Owners, the same procedures outlined above are to be follcwed by the owners regarding billings and payments among owners. 6. Cash Working Fund. It is recognized by the Owners that bT1lTn7-~aiid settlement procedures with respect to the payment, J operating and maintenance expenses for Wolf Creek Station, includ-ing Unit #1, under Subsection 5(b) hereof will result 5i a time lag between the date of expenditure of funds by KG&E for the accounts of the other Owners and the date of receipt by KGSE of ( reimbursement therefor and that such time lag will increase KG6E's cash working capital requirements. The increase in KG&E's cash working capital requirements reasonably determined to be attrib-utable to the other Owners will be evaluated and determined annually by the responsible corporate officer of each Owner. Com-mencing an the date of commercial operation of Wolf Creek Unit ul, the other owner.s shall each deliver and maintain on deposit with KG&E as a cash working fund, an amount equal to their pro rata share of the cash working capital requirements determined to be attributable to the respective owners. Upon termination of this arrangement at any time by mutual agreement of the Owners, KG&E will return to the other owners the cash working fund so provicea by them and then on deposit with KG&E. 7. Fuel, Material and_ Supply Inventories. Fuel, material and supply inventories for Wolf Creek Station Unit #1 will be owned in proportion to the respective ownership Shares of tna owners in Unit #1, unless otherwise agreed by the Management com-mittee, and all payments, billings and settlements for purchase therefor will be in accordance with the provisions of Subsection 5(a) hereof, 8. IRS Election. Each Owner agrees to cooperate with thc other owners of Wolf Creek Stati~on and any portion thereof in the a 1129 i45 P00RORSINAL +
filing of any and all notices, elections or other documents necessary or appropriate to disclaim, disavow or avoid any taxation I of their joint ownership interests in Wolf Creek Station as a separate partnership entity. KANSAS CAS AND ELECTRIC COMPANY ) bb bh $fi!/\\ By ~~ 'Preliideilt O h Nhlkdishl d KANSAS CITY POWER & LIGHT COMPANY By Pres 2 dent KANSAS ELECTRIC POWER COOPERATIVE, INC. ~ ~~~"PFESIdeilE C 1129 146 Page 1 of 7 WOLF CREEK STATION INSURANCE MEMORANDUM This INSURANCE MEMORANDUM, executed 1979, will implement the KG&E-KCPL Letter Agreement dated January 24, 1973, by and between KANSAS GAS AND ELECTRIC COMPANY (KG&E) and KANSAS CITY POWER & LIGHT COMPANY (KCPL), as adopted by KANSAS ELEC 7 POWER COOPER ATIVE, INC. (KEPCo) by an assignment agreement of sen date herewith, under which KG&E, KCPL and KEPCo, as the Owners of Wolf Creek Station, will provide insurance with respect to WOLF CREEK STATION. This Memorandum wil,I set forth the agreements between the Owners concerning insurance matters with respect to the construction ownership, operation and maintenance of Wolf Creek Station. l. Property insurance: A. Management Committee. The Management Committee shall adopt and manage for the economic benefit of the Owners a Property Insurance Program with respect to all property interests included in Unit #1 and the Common Facilities of Wolf Creek
- Station, which shall be the primary property insurance therefor, provided that such Property insurance Program shall comply with the provisions of Part I hereof and with 'he requirements of the Nuclear Regulatory Commission (NRC) or any successor thereto having jurisdiction, the Price-Andr eson Act and amendments thereto, and the Mortgage Indentures of the Wolf Creek Station Ownership Agreement; Such Property O
Insurance Program shall delineate costs, coverages, insurable v values, limits, deductibles, retentions and other special terms, covenants and conditions of the primary property insurance with respect to Wolf Creek Station and all parts thereof. B. Operating Agent. KG&E, as Operating Agent, shall administer the Property Insurance Program, and shall cause the primary property insurance to be placed (i) with such insurance carriers, (ii) through such agents, and (iii) Th such amounts, types and forms of coverage as shall be approved by the Management Committee and be in compliance with the require-ments of the NRC. C. Property insurance. KG&E, as Operating Agent, shall pur-chase property insurance coverage with the Nuclear Energy Liability Insurance Association (NELI A) or the Mutual Atomic Energy Reinsurance Pool (MAERP) for property damage with respect to any risk or exposure relating to the operation of Wolf Creek Station. D. Review and Reports to Owners. On or before March 1 of each calendar year beginning 1983, the Management Committee shall review the Property insurance Program and on or before May 1 following shall Turnish to the Secretary of each Owner a written statement of all policies of primary property insurance or certificates relating thereto, then outstanding ard in force upon Unit #1 and the Common Facilities at Wolf Creek Station, 1129 147
or any part thereof, including the names of all insurance companies which have issued policies and of all agents through g5-which such insurance was placed, and the amounts and expira-tion dates thereof, and similarly describing the amount and character of any applicable certificate relating to such primary property insurance. E. Separate Policies - Named Insureds. In any policy of primary property insurance written separately for Wolf Creek Station, or any part thereof, all Owners of the property covered thereby shall be named insureds, individually and jointly. The description of Wolf Creek Station in any such policy may be written as follows: WOLF CREEK NUCLEAR GENERATING
- STATION, owned by KANSAS GAS AND ELECTRIC COMPANY, a Kansas Corporation, KANSAS CITY POWER & LIGHT
- COMPANY, a Missouri Corporation, and KANSAS ELECTRIC POWER COOPE R ATIVE, INC.,
a Kansas Corporation, as their ownership interests (and the ownership interests of their successors) may appear pursuant to the WOLF CREEK STATION OWN E R S H I P AGREEMENT dated 1977, subject to any amendment, modification or supplement thereto there-after duly executed and filed of record in the Office of the Register of Deeds for Coffey County, Kansas. e* F. Separate Individual Insurance by Owners. In lieu of partici-pating in all of the primary property insurance under the Property insurance Program for Wolf Creek Station, an Owner. may, at its sole election and expense, insure separately its undivided ownership interest in Wolf Creek Station or any portion thereof u r. der its own individual property insurance program, or with other primary and/or excess property insur-ance coverage, accruing to the sole benefit of such Owner, provided that all policies of insurance effected under this Part F shall waive such insurer's rights of subrogation with respect to all Owners of Wolf Creek Station or any portion thereof and shall be so endorsed and evidenced by certificates furnished to each Owner of Wolf Creek Station or any portion thereof. Each Owner that so insures its undivided ownership interest separately shall fulfill its proportional share of the require-ments as provided by Parts A and C of this Section 1. G. Combined Policies - Waiver of Subrogation. In the event an individual Owner's property insurance would afford equal or better coverage on a more favorable cost basis than a separate L alicy with all Owners as named insureds, the Management Committee m r, with the prior approval of such Individual Owner, utilize its property' insurance to provide part of the primary property insurance for Wolf Creek Station, provided that.the insurance carrier shall issue (i) endorsements of such individual Owner's insurance to provide such primary pecperty insurance coverage for Wolf Creek Station, or any part 1129 148 -2
thereof, (ii) certificates evidencing such coverage and waiving such insurer's rights of subrogation with respect to all Owners of Wolf Creek Station or any portion thereof, and (iii) signed k copies of the certificates and, notice of cancellation to all Owners. H. Loss Payable Provisions. The Management Committee shall require all policies of primary property insurance and all certificates relating thereto with respect to Wolf Creek Station, or any part thereof, to provide that any toss thereunder shall be due each Owner covered thereby in proportion to its undivided ownership interest in the property sustaining such loss as evidenced by the Wolf Creek Station Ownership Agree-ment as in effect at the date of such loss, and that any and all amounts due each such Owner shall be payable to any holder of the security interest in such Owner's undivided ownership interest therein as and to the extent that the interests of such Owner and such holder may appear. Each Owner shall have the right to name any mortgagee, trustee or secured party on all or any part of the primary property insurance as loss payces or additional insureds as their interests may appear. 1. Primary PropertMnsurance. All separate policies of property insurance' covering Wolf Creek Station, or any part thereof, and all separate endorsements of an individual Owner's insur-ance specifically to cover Wolf Creek Station, or any part
- thereof, under the Property insurance P rog ram, shall be prir ary insurance for all purposes and shall be so endorsed.
Any insurance otherwise carried by an Owner individually shall not participate with such primary insurance as raspects any i loss or claim for which valid and collectible primary insurance shall apply and such other insurance shall apply solely as respects the individual interests of such Owner. J. Premiums. Upon receipt of notice of premium payments due for primary property insurance coverage for any portion of Wolf Creek Station, the Operating Agent shall send a copy thereof to each Owner, which shall pay its share of the premium due in proportion to its undivided ownership interest in the property covered thereby. K. Cancellation. All primary property insurance shall be non-cancellable by the insurance carrier for any reason whatsoever without at least thirty '(30) days' prior written notice to the Secretary of each Owner of an undivided ownership interest in the property covered thereby, and each such policy and certificate shall be so endorsed. L. Administration. When policies, endorsements, or forms of primary property insurance have been approved by the Management Committee, the Operating Agent shall cause sucn insurance to be placed to the extent and in the 'orm and manner approved by the Management Committee. l'he rea f t er 1129 149
such primary property insurance shall be administered by the Operating Agent which shall (i) retain for the Owners originals (v of, and furnish to each Owner a' certified copy of, all separate policies and endorsements with respect to Wolf Creek Station and all portions thereof; (ii) give and receive on behalf of the Owners all notices in connection therewith; (iii) file all proofs of loss and adjust all claims in connection therewith; (iv) effect binders or renewals of such insurance; (v) procure similar substitute insurance in the event of cancellation; and (vi) otherwise administer the Property Insurance Progrom as Operating Agent for and on behalf of the Owners. The Operating Agent shall permit no substantial or materia! change or modification in any primary property ir urance withcut the prior approval of the Management Commi. ee, and shall give notice to the Secretary of each Owner of any insubstantial or minor change or modification not prev?susly approved by the Management Committee. M. Application of Proceep. Any and all proceeds of primary property insurance paid directly to an Owner on account of a particular minor loss shall be applied to the repair or replace-ment of the property damaged or destroyed, in respect of which the insurance proceeds were paid directly
- o such Owner, or to the construction or acquisition of p aanent improvements, extensions, or additions to such p, :perty, under the provisions of Sections 3.5 and 3.6 of the Wolf Creek Station Ownership Agreement.
(%.- II. Operating insurance: A. Operating Aqeg. KG&E, as Operating Agent, will have the i exclusive right and duty to supervise, operate and perform regular maintenance at and for Wolf Creek Station by and through use of its own employees, and in connection therewith may maintain or procure such operating insurance as it deems necessary or advisable. B. _Ojerating insurance. Operating insurance for Wolf Crcek Station may include, without limitation, the following: 1. Workers Compensation insurance covering employees of the ~ Operating Agent engaged in the performance of its duties as Operating Agent of Wolf Creek Station. 2. Basic Comprehensive Liability Insurance for bodily injury and property damage covering Wolf Creek Station and the Operating Agen t's. 3. activities in . connection therewith, includino vehirular liability insurance with respect to all venicles assigned to Wolf Creek Station and all vehicles used in connec-tion with the performance by the Operating Agent of h PDDR Jigla 1129 150
its duties related thereto. The limits of liability for the various risks and exposures covered by such 7v Basic Comprehensive Liability insurance shall be in such amounts as may be determined from time to time by the Operating Agent, provided that the Operating Agent shall not change the limit of liability for any risk or exposure covered by any such Basic Comprehensive Liability insurance except on not less than thirty (30) days' prior written notice to the other Owners of Wolf Creek Station. 3. Fidelity insurance covering any loss of property included in Wolf Creek Station due to dishonest or fraudulent acts committed by any employee of the Operating Agent engaged in the operation of Wolf Creek Station. Any and all Operating Insurance placed by the Operating Agent shall carry endorsements (a) naming all Owners of Wolf Creek Station as insureds thereunder, with cross-liability protection, and (b) waiving such insurer's rights of subro-gation against each Owner with respect to any matter arising out of or in the course of the operation of Wolf Creek Station or any part thereof. C. Self-Insured. KG&E may, at its sole election, be or become a self-insurer with f'v respect to all or any portion of risks or exposures which it might otherwise cover by Operating insurance. D. Premiums, Costs, Expenses and Losses. KG&E, as Operaung
- Agent, shall initially pay all (a) premiums for Operating insurance which it may maintain or procure with respect to Wolf Creek Station or any-part thereof and (b) cos's, expenses and losses with respect to all such risks ai d exposures to the extent that it is acting as a self-insurer therefor.
All premium payments for Operating losurance applicable io Wolf Creek Station, or any part thereof, and (i) all such costs, expenses, and losses with respect to a:I such risks and exposures for which it is acting as a self-insurer shall be assigned by the Operating Agent as operating expenses of Wolf Creek Station and (ii) any costs, expenses or losses with respect to any such risk or exposure by an Owner other than the Operating Agent shall be treated as an operating expense of Wolf Creek Station; and the same shall be borne and ultimately paid by the Owners in proportion to their ownership interests in Wolf Creek Station unless otherwise provided by the Wolf Creek Station Accounting Mcmor.ndum of even date herewith as the same may be in ef fect at the time of coverage if insured, or at the time the incident occurred giving rise to such cost, expense, or loss if self-insured. c P00R ORGNAL
lil. Excess Comprehensive Liability Insurance: Each Oyvner may, at~~its own election-and at its own expense, carry C Excess Comprehensive Liability insurance for bodily injury and property damage with respect to any risk or exposure relating to the operation of Wolf Creek Station, or any part thereof; provided that (i) any such Excess Comprehensive Liability insurance shall carry an endorsement waiving such insurer's right to sub rogation against each Owner with respect to any matter arising out of or in the course of the operation of Wolf Creek Station, or any part thereof, and (ii) failure of any Owner to carry Excess Comprehensive Liability insurance shall not relieve such Owner of its liability under Section 6.4 of the Wolf Creek Station Ownership Agreement. IV. NRC Requirements for Nuclear Liability Insurance: KG&E, as Operating Agent, shall purchase insurance for basic financial protection, in the amount as prescribed by law, with the NEllA or Mutual Atomic Energy Liability Underwriters (MAELU) for bodily injury and property damage with respect to the nuclear energy hazard relating to the operation of Wolf Creek Station. KG&E, as Operating Agent, shall purchase secondary financial protection in an amount as prescribed by law in the form of private liability insurance available under an industry retrospective rating plan providing for deferred premium charges. The tutal deferred premium liability, if any, would be calculated in proportion to each Owner's respective interest in the Wolf Creek Station. K G ?< E, a s Operating Agent, shall enter into an indemnity Agreement with MALRP as required by NRC regulations, b V. Notification - Clairts and Losses. A. KG&E, as Operating Agent, will give on behalf of the Owners all notices to insurers in accordance with the notice and loss provisions of (i) the primary property insurance under the Property insurance Program and (ii) any operating insurance with respect to Wolf Creek Station as may be effected by the Operating Agent. B. KG&E, as Operating Agent, will give all Owners notice of losses, claims and known injuries and/or damages which may result in claims arising out of and in the course of its cpera-tion of Wolf Creek Station in excess of any deductible under, or when any Owner's share of the loss, c aim or potential claim is in excess of such Owner's relention for, Basic Compre-hensive Liability including vehicuiar liability and/or Excess Comprehensive Liability insurance. Such notice shall be in writing' given to the Secretary of each Owner. C. The Operating Agent shall have authority on behalf of Cwners to settle any loss covered by any policy of insurance. To the extent the Operating Agent determines suf ficient time is available it, upon request, will provide any Owner with the opportunity to comment provided that such right shall not be 1129 152 I allowed to delay any settlement or to affect the sole discretion of the Operating Agent in making any settlement. KANSAS GAS AND ELECTRIC COf.iPANY By President K ANS AS CITY POWER & LIGH T CCT.1P ANY By President KANSAS ELECTRIC POWER COOPERATIVE, INC. President [p 9 1129 153 4-18-79 CERTIFICATE Reference is made to that certain Sale Memorandum of even date herewith relating to the purchase by Kansas Electric Power Cooperative, Inc. of a 179o undivided ownership interest in Wolf Creek Generating Station. Ralph P. Fiebach, President cf Kansas Gas and Electric Company (KG&E) and A. J. Doyle, President of Kansas City Power &. Light Company (KCPL), do hereby represent and assert that as of the date hereof we know of no material defect or deficiency in the design or construction of the Wolf Creek Generating Station, except as disclosed in the Forms 10-K filed by KG&E and KCPL with the Securities and Exchange Commission for the year ended December 31, 1978, and any other such periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended, or as otherwise attached hereto ( and made part hereof. THIS CERTIFICATE is delivered on the $ day of .A x 1979. I KANSAS GAS AND ELECTRIC COMPANY f i By: i President K ANSAS CIT'c POWER & LIGHT COMPANY b By-Pre ndeW l 1129 154
ATTACHMENT A Reference is made to the Forms 10-K for the year ended December 31, 1978, filed by Kansas Gas and Electric Company (KG&E) and Kansas City Power & Light Company (KCPL) with the Securities and Exchange Commission; cubsequently, as a result of the Three Mile Island Nuclear Plant incident of March 28, 1979, KG&E and KCPL received a bulletin advising that the Staff of the' Nuclear Regulatory Commission may recommend that changes be made in pressurized-water reactors and instrumentation in equipment designed by Combustion Engineering Corp. and Westinghouse Corp. which could result in modifications to the Westinghouse reactor ( system being constructed at the Wolf Creek Unit #1. Based on the preliminary information now available, it is expected that any modification which may be required to the Wolf Creek Unit will not be significant. C i129 155
'. ' a ', y .s KANSAS ELECTRIC POWER COOPERATIVE, INC. WHOLESALE POWER CONTRACT e 4 1129 156
r INDEX OF CONTENTS Page Date of Contract 1 Article 1 - General 1 Article 2 - Electric Characteristics and Delivery Points 1 Article 3 - Substations and Associated Transmission 2 Article 4 - Rate Provisions 2-3 Article 5 - Meter Readings and Payment of Bills 4 Article 6 - Membership in Other Generation and Transmission Cooperatives 4 Article 7 - Indemnification 4 Article 8 - Term 5 Execution by Parties 5 Schedule A - Listing of Delivery Points 6 Supplemental Agreement 7 RATE SCHEDULE M-1 8-35 Billing Section No.1 (KPL Overlying Area) 8-12 Availabili ty 8 Applicability 8 Character of Service 8 Net Monthly Bill 8-10 Cost of Se:vice and Rate Determination Formula 10-12 Billing Dema_nd 12 Billing Demand Adjustment 12 Metering as of Delivery into the Member's System 12 The Kansas Power and Light Company's Rules & Regulations 12 Billing Section 30.2 (KCPL Overlying Area) 13-17 Availability 13 Applicability 13 Character of Service 13 Net Monthly Bill 13-14 Cost of Service and Rate Determination Formula 14-16 Billing Demand 16 Billing Demand Adjustment 16 Metering as of Delivery into the Member's System 17 Kansas City Power and Light Company's Rules & Regulations 17 Billing Section No.3 (KGE Overlying Area) Availabili ty 18-22 Applicabili ty 18 Character of Service 18 Net Monthly Bill 18-19 Cost of Service and Rate Determination Formula 19-21 Minimum Bill 21 Billing Demand 21 Billing Demand Adjustment 21-22 Metering as of Delivery into the Member's System 22 The Kansas Gas and Electric Company's Rules & Regulations 22 )}29 )$7
l e Page Billing Section No.4 (CTU Overlying Area) 23-27 Availability 23 Applicabil ity 23 Character of Service 23 Net Monthly Bill 23-24 Cost of Service and Rate Determination Formula 24-26 Minimum Charge 26 Primary Service Discount 26 Billing Demand 26 Metering as of Delivery into the Member's System 27 Western Power Division of Central Telephone & Utilities Corporation's Rules and Regulations 27 Billing Section No.5 (EDE Overlying Area) 28-31 Availabil i ty 28 Applicability 28 Character of Service 28 Net Monthly Bill 28-29 Cost of Service and Rate Determination Formula 29-31 Determination of Billing Demand 31 Billing Demand Adjustment 31 Metering as of Delivery into the Member's System 31 Empire District Electric Company's Rules & Regulations 31 Billing Section No.6 (CKEC Overlying Area) 32-35 Availability 32 Applicability 32 Character of Service 32 Net Monthly Bill 32-33 Cost of Service and Rate Determination Formula 33-35 Billing Demand 35 Billing Demand Adjustment 35 Metering as of Delivery into the Member's System 35 Central Telephone & Utilities Corporation's and The Kansas Power and Light Company's Rules and Regulations 35 0 1129 158 -ii-
t KANSAS ELECTRIC POWER COOPERATIVE, INC. WHOLESALE POWER CONTRACT AGREEMENT made as of between Kansas Electric Power Cooperative, Inc. (hereinafter called the " Seller"), a corporation organized and existing under the laws of the State of Kansas and (hereinafter called the " Member"), a corporation organized and existing under the laws of the State of Kansas. WHEREAS, the Seller proposes to construct or otherwise acquire electric generating facilities and transmission facilities, and/or services, and may purchase or otherwise obtain electric power and energy for the purpose, among others, of supplying electric power and energy to borrowers from the Rural Electrification Administration which are or may become members of the Seller, and WHEREAS, the Seller has heretofore entered into or is about to enter into agreements for the sale of electric power and energy similar in form to this agreement with all of the borrowers which are members of the Seller, and may enter into similar contracts with other such borrowers who may become members, and WHEREAS, the Member desires to purchase electric power and energy tram the Seller on the terms and conditions herein set forth; N0W THEREFORE, in consideration of the mutual undertakings herein contained the parties hereto agree as follows: 1. General. The Seller shall sell and deliver to the Member and the Member shall purchase and receive from the Seller all electric power and energy which the Member shall require for the operation of the Member's system to the extent that the Seller shall have such power and energy and facilities available; provided, however, that the Member shall continue to purchase electric power and energy under any existing contract or contracts with a supplier other than the Seller during the remainder of the term thereof. The Member shall terminate, if the Seller shall, with the approval or at the direction of the Administrator of the Rural Electrif'ication Administration (hereinafter called the " Administrator"), so request, any such existing contract or contracts with a supplier other than the Seller at such times as it may legally do so, provided the Seller shall have sufficient electric power and energy and facilities available for the Member. 2. Electric Characteristics and Delivery Point (s). Electric power and energy to be furnished hereunder shall be sixty hertz alternating current. The initial point (s) of delivery,. delivery voltage, initial capacity, and supply system to which point of delivery is connected shall be as described in Schedule A attached hereto and'made a part hereof. Other points of delivery may be established by mutual agree-1129 159
ment between the Seller and the Member from time to time end Schedule A shall be modified accordingly. The Seller shall make and pay for, or shall cause to be made and paid for, all final connections between the systems of the Seller and the Member necessary to establishing future point (s) of delivery. 3. Substaticn and Associated Transmission. Unless otherwise subsequently determined by the parties, hereto, the Member shall; install, own, operate, maintain, and replace the 161 kv and below transmission facilities and/or distribution substation equipment necessary to establish any future point (s) of delivery; own and maintain switching and protective equipment which may be reasonably necessary to enable the Member to take and use the electric power and energy hereunder and to protect the delivery system. Meters and metering equipment shall be furnished, maintained, and read, or caused to be furnished, maintained, and read, by the Seller. Measurement of power and energy shall be as of delivery into the Member's system or at other points of measurement agreed to by the parties. The Seller shall provide, or cause to be provided, the necessary transmission and substation facilities with operating voltages of 230 kv or higher and all other facilities which perform a bulk power supply function. 4. Rate. (a) The Member shall pay the Seller the Net Bill for all electric power and energy furnished hereunder at the rates and on the tems and conditions set forth in Rate Schedule M-1, attached hereto and made a part hereof; provided, however, that'as long as any power purchase contract (s) with supplier (s) other than the Seller remains in effect (See Article 1 above), the Seller agrees to pay to the Member each month the difference in dollars equal to the amount paid by the Member for power and energy purchased under said contract (s) during such acnth, less an amount equal to the billing amount in dollars that would be derived from the billing of such power and energy deliveries in accordance with Rate Schedule M-1 provided that such difference is positive. If said difference is negative, the Member agrees to pay the Seller such difference. Each month after the effective date hereof, the Member shall send to the Seller a copy of the monthly bill received from each other supplier within twenty-four (24) hours sfter their receipt, except where weekends or holidays intervene in which case copies shall be sent on the fi t work day thereafter. (b) The Board of Trustees of the Seller at such intervals as it shall deem appropriate, but in any event not less frequently than once in each calendar year, shall review the rates for electric power and energy furnished hereunder and under similar agreements with the other Members, and if necessary, shall revise such rates and all applicable rate schedules and/or tariffs so that rates shall produce revenues which shall be sufficient, but only sufficient, with the revenues of the Seller from all other sources, to meet the cost of operation and maintenance (including without limita-tion, replacements, insurance, taxes, and administrative and general 1129 160
overhead expenses) of the generating plant, transmission system and related facilities of the Seller, the cost of any power and energy purchased for resale hereunder by the Seller, the cost of transmission service, make payments on account of principal of and interest on all indebtedness of the Seller, and to provide for the establishment and maintenance of reasonable reserves. The Seller shall cause a notice in writing to be given to the Member and other members of the Seller, and the Administrator, which notice shall set out all the proposed revisions of the rate and the proposed effective date thereof (which shall be not less than thirty (30) nor more than one hundred eighty(180) days after the date of the notice), and shall set forth the basis upon which the rate is proposed to be adjusted and established. Concurrently, the proposed new rate shall also be filed with the State Corporation Commission of the State of Kansas (hereinafter referred to as the Kansas Corporation Commission). Tne Member agrees that the rate from time to time established by the Board of Trustees of the Seller shall be substituted for the rate herein provided and agrees to pay for electric power and energy furnished by the Seller to it hereunder after the effective date of any such revisions at such revised rates; provided, however, that no such revision shall be effective without the consent of the Administrator and the Kansas Corporatica Commission and any other regulatory body which shall have jurisdiction thereover. (c) The Member agrees (and also understands that all members of the Seller have agreed through contracts similar to this) that Rate Schedule M-1 applicable to electric service by the Seller to its members shall be based upon a cost-of-service detemination as approved by the Board of Trustees of the Seller from time to time. The Member agrees that the cost-of-service determination as set forth in the " Cost of Service and Rate Determination Formula" included in each Billing Section of Rate Schedule M-1, is deemed consistent with the requirements of Section (b) of this Article 4 and shall continue in effect until modified by the Board of Trustees of the Seller. It is agreed, however, that a uniform rate schedule shall be made applicable to all electric service by the Seller to its members as soon as the Board of Trustees of the Seller determines that no member of the Seller would be substantially disadvantaged by its application, but in any event such uniform rate schedule shall not be made apptlicable without the affirmative vote of two-thirds of the members of the Seller. It is further agreed that during the period between commencement of service under this contract and the establishment of such uniform rate, the Board of Trustees of the Seller shall, in establishing rates applicable .under each Billing Section, either increase or reduce the costs applicable to each Billing Section of Rate Schedule M-1 by an . amount which, in its judgement, will equitably allocate among the various Billing Sections, the costs and/or benefits related to large blocks of power or major generation facilities which nave been acquired by the Seller in contemplation of the service needs' of all its members collectively. 1129 161
5. Meter Readings and Payment of Bills. The Seller shall read or cause to be read, meters on a monthly basis. Electric power and energy furnished hereunder shall be paid for at the office of the Seiler. If any bill remains unpaid for more than fiftcen (15) days after the day it was mailed, the Seller may require the Member to pay a penalty for such delayed payment amounting to one percent (l".) of the net amount of the bill as rendered. Any bill remaining unpaid more than sixty (60) days after due date thereof shall bear interest at the maximum legal rate. 6. Membership in other Generation and Transmission Cocoeratives. (a) If the Member is presently a member of another REA-financed generation and transmission cooperative (hereinafter called "Other G & T") but has not entered into any agreement with sucn Other G & T for the procurement of power for its system, the Member shall not exercise any rights it may have for the procure-ment of any or all of its power requirements from such other G & T without the consent of the Seller. (b) If the Member is presently a member of Sunflower Electric Coopera-tive, Inc. (hereinafter called " Sunflower") and intends to retain its membership in Sunflower and to continue to procure from Sunflower its power requirements for those areas of its system presently served with power procured from Sunflower, the Member and the Seller agree that all of the Member's power requirements to serve those areas of the Member's system other than those. served with power procured from Sunflower at the time of execution of this contract, shall be furnished to the Member by the Seller pursuant to this Wholesale Power Contract. 7. Indemnifica tion. Until such time as the Member shall actually purchase and receive electric power and energy from the Seller, the Seller shall in no way be responsible for, and the Member shall indemnify and hcid the Seller hamless from, any and til claims, liability, loss, damage or expenses of whatever nature and kind arising from or connected with the use or misuse of electric power by the Member. At such time when electric power and energy is supplied hereunder, it is agreed that such shall be done upon the express condition that after such power and energy passes the point of delivery it becomes the property of the Member and the Member shall indemnify and hold the Seller hannless from any and all claims, liability, loss, damage or expense in any way resulting directly or indirectly from the use, misuse or presence or the sale of electric power and energy on the Member's premises or elsewhere except where such loss or damage shall be shown to have been occasioned by the sole negligence of the Seller, its representatives, agents or employees. The Member further agrees to take out and maintain, during the period that service is supplied hereunder, adequate insurance as required by the regulatory bodies that have jurisdiction over the Seller at the time and by lending institutions that have outstanding loans to the Seller cover.ing workers' compensation, public liability and property damage. 1129 162
8. Term. This Agreement shall become effective only upon approval in writing by the Administrator and the Kansas Corporation Commission and shall remain in effect until December 31, 2020, and thereafter until terminated by either party giving to the other not less than six months written notice of its intention to termirate. Subject to the provisions of Articles 1 and 4 herein, service hereunder and the obligations of the Member to pay therefore shall commence January 1,1979, unless such date is extended by mutual agreement between the Administrator and the Boaro of Trustees of tne Seller. EXECUTED THE day and year first above mentioned. KAt4SAS ELECTRIC PO'a'ER COOPERATIVE. ItiC. Seller By President ATTEST: Secretary Member By President ATTEST: Secretary
- 1129 163
SCHEDULE A - TO M10LESALE POWER CONTRACT Existing Points of Delivery for Date (if any) (if any) Delivery Maximum Minimum Supply System to Which Metering Metering Point of Delivery Voltage Capacity Capacity Point is Connected Point Voltage 1. 2. 3. ,m 4. 5. 6. 7. 8. y 9. 10. 11. 12. N O 13. 14* m
t t I SUPPLEMENTAL AGREEMENT AGREEMENT made as of _,between KANSAS ELECTRIC POWER COOPERATIVE, INC. i g,,,,,,f,,,,af,g i the " Seller") I (hereinafter called the "htenber"), and the United States of America, acring drough the Administrator of the Rural Electripcanon Administration (hereinafter called de " Administrator") THEREAS, the Seller and the Member have entered into a contract for the purchase and sde of electric power ad energy, uhich contract is attached hereto and is hereinafter called the " Power Contract"; and THEREAS, the execution of the Power Contract between the Member and de Seller is subject to the mproval of the Administrator under the terms of the loan contracts entered into with the Administrator by the Seller and de Member respectively; NOT, THEREFORE, in consideration of the mutual undertakings herein contained, and the approval by de Administrator of the Power Contract, the parties hereto agree as follows: L The Seller, the Member and the Administrator agree dat if the Member, upon being repested to do so by the Seller with de approval or at the dir ction of the Administrator, shall fail to terminate any contract uith a power supplier other than the Seller, as provided by Section 1 of the Power Contract, the Seller, or the Adminis-trator if he shall so elut, shall have the right to enforce the obligations of de Member under the pronisions of said Section 1 of the Contract by instituting all necessary actions at law or suits in epity, including, uithout limitation, suits for specific performance. t IN WITNESS : HEREOF, the parties heretohave caused this Agreement to be duly executed as of the i day and year first above mentioned. i .Es6ER By en E SaO E N T A TTEST: SECRETARY -EweEm i
- M E Ss O EN Y A TTEST:
I SECRETARY UNITED STATES OF AVERICA 1129 165 1 i By ADMIN 6sTR A TOR l o9 Run ab ELECTRIFIC AT80N ADMtNISTR ATION RS A PORM 444e R EY. e=ce ! i
KANSAS ELECTRIC POWER COOPERATI\\E, INC. (Seller) RATE SCHEDULE M-1 Effective: Month Day Year Power and energy deliveries to the Member by the Seller (or by others for the account of Seller) in accordance with Wholesale Power Contract dated between the Member and the Seller shall be billed by the Seller and paid for by the Member in accordance with the applicable Billing Sections as follown BILLING SECTION NO. 1 Availability. Electric service is available to the Member under this Eling Section No.1 at points within The Kansas Pcwer and Licht Comoany's certified area on or imroediately adjacent to its existing facilities wnich, by mutual agreement between the Member and the Seller, are suitable and adeq'Jate for the service desired within the limitations hereinafter specified. Applicabili ty. This Billing Section is applicable to any Member of the Seller organized to operate without profit under the laws of the State of Kansas and whir.h is subject to regulation by the State Corporation Commissicn of the State of Kansas (hereinafter referred to as Kansas Corporation Comission). This schedule is not applicable for breakdown, or standby electric service. Character of Service. Alternating current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for each location of power and energy delivery into the power system of the Member under this Billing Section shall be the sum of (a), (b) and (c) less (d) below: (a) For the peak season months of July, August and September the monthly billing demand for such delivery multiplied by S per kw. For all other months of the year the monthly billing demand for such delivery multiplied by $ per kw. D) The monthly energy delivery at such location multiplied by the . cost per kwh of energy (exclusive of " fuel cost adjustment") of $ per kwh. (c) The monthly energy deliv'ery at such location multiplied by the cost per kwh of fuel cost adjustment. (d) High Voltage Discount: (1) For delivery of power at voltages of 115 kv or higher, per kw of billing demand as defined in the Billing Demand Section. (2) For delivery of power at voltages of 69 kv or 34 kv, per kw of billing demand as defined in the Billing Demand Section. If during the period of effectiveness of this rate, a revited rate schedule under which the Seller (or its members) acquire electric power and energy from another supplier is made effective through filing with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above shall be revised by the Seller, effective concurrently, and such revised dollar values shall be applicable for the remaining period of effectiveness of this rate. Such revisions shall reflect only the increase er decrease brought about by the differences between such revised rate and the rate schedule on which the values of (a), (b), (c) and (d) were determined. The Seller shall furnish the Member calculations showing how such revisions were determined. B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be detemined annually in advance. A study shall be undertMen by the Seller as of October 1st of each year to determir.e the applicable rates for the twelve month period beginnin The rates set forth in A(a) and A(b)g June 1st of the following year. , above, shall be based on the projected (for the purposes of this Billing Section the term " projected" shall mean " estimated for the future test year") cost of service and projected loads of members to be served under this Billing Section for the future test year and determined in accordance with the Cost of Service and Rate Determination Fomula, set forth below; provided that: (a) Any excess of "evenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October ist beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of service for rate determination for the future test year, or (b) Any insufficiency of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st to meet the cost of service during that period under this Billing Section, shall oe ded ir. arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with the Kansas Corporation Comission no later than January 1st. Upon consent of the Administrator ard the Kansas Corporation Commission, the revised rates, effective on June 1st. l -9
C. Notwithstanding the provisions of A and B above, it is acknowledged by all parties hereto, that the Board of Trustdes of the Seller has and shall exercise the right to adjust rates, subject to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes in costs or conditions of service so require. Cost of Service and Rate Determination Formula. The formula for computation of the cost of service and rate determination shall be as follows: I. The total cost of rendering electric service to members of the Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purchased power and energy, transmission and related services for service to members in this Billing Section; (b) The projected annual cost of owning, operating and maintaining power supply facilities for service to members in this Billing Section; (c) The projected annual cost associated with discounts to be allowed by the Seller to members of this Billing Section for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Section; (d) Share of'the sum of: (1) The Seller's projected annual administr uive and general cost *, (ii) the projected interest and principal payments on any indebtedness of the Seller other than that related to power supply facilities, (iii) the projected additions to the Seller's reserves as determined necessary by the Board of Trustees of the Seiler, computed as the total of such projected costs of the Seller multiplied by the ratio of the total projected kwh delivered under this Billing Section to the total projected kwh del:vered under all Billing Sections of this Rate Schedule; (e) Any cost adjustments applicable to items (a), (b), (c), (d) and (f) of this section that reflect any excess or deficiency of revenues for the previous twelve (12) months as set forth in B(a) and B(b) above.
- Includes all expenses charged to FPC Accounts! 500 through 900 series not included in I(a), I(b) and I(c) above. 1129 168
(f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in contemplation of the service nee 6 of all members as provided for in Article 4(c) of the Wholesale Power Contract. II. Separate all costs under I into three catagories: (a) Demand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of Service and Rate Determination Formula, excluding fuel and variable operation and maintenance costs allocated to energy production where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities used for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment". (c) Fuel cost adjustment. (d) High Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of Service and Rate Determination Formula, which shall consist of all purchase power discounts or other applicable foregone costs related to the high voltage delivery of power as applicable to each of the two classes of high voltage delivery specified. III. Determine delivered cost $/kw of monthly billing demand and S/kwh of delivered energy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount determined under Section II(a) of this Cost of Service and Rate Determination Formula calculated for the peak season and off peak season, divided by the arithmetic sums of all respective peak season and off peak season monthly billing demands in kw for the year under this Billing Section. (b) The cost per kwh to be inserted in Net Monthly Bill, Section A(b), shall be the dollar amount determined under Section II(b) of th'is Cost of Service and Rate Determination Formula, divided by the total kwh delivered for the year into the systems of members of the Seller under this Billing Section. (c).Thecostperkw'
- inthly billing demand applicable for High Voltage Disc ~M + ne inserted in Net Monthly Bill, Section A(d)
(1) and (2). M g the dollar amounts determined under Section II(d) of tl Cost # Se~rvice and Rate Determination Formula applicable to the delivsrv of power at the respective high voltage levels specified, divided'b/ the arithmetic sum of all billing demands in kw, (as defined in the Billing Demand Section) delivered 1129 169 _y_
l l w at such high voltage levels into the systems of members of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be determined as set forth in the latest applicable order of the Kansas Corporation Commission. Billing Demand. The Billing Demand at each location of delivery into the Member's power system shall be the average of the three highest 30-minute kw loads during the month, taken in different calendar weeks, and adjusted to 95% power factor. Highest 30-minute kw load is defined as the average kw load during the 30-minute period of maximum use during the calendar week. The minimum billing demand at each delivery point shall be 30% of the capacity specified in the member's wholesale power contract with The Kansas Power and Light Company (hereinafter called KPL). Adjustment to 95% power factor will be accomplished by multiplying said average of the three highest 30-minute kw loads by 95% and dividing the results by the power factor expressed in percent. Power factor will be detennined as the quotient obtained by dividing the kilowatt-hours used during the billing pei iod by the square root of the sum of the squares of the kilowatt-hours used and the lagging reactive kilovolt-ampere-hours supplied during the period will not be considered. Billing Demand Adjustment. The Kansas Power and Light Company's rate form will be converted to a two part rate (demand charge and energy charge) for use in Section II(a). If necessary to make the two part rate equal to the KPL rate, due to the fact that the kwh/kw does not equal or exceed the hours used in the first block of the KPL rate schedule, adjustment factors will be applied to the billing demands in Sections A(a), II(a) and III(a). Metering as of Delivery into the Member's Power System. If metering is not as of the location of delivery into the Member's power system, metering determinants may be adjusted to reasonably reflect such metering. The Kansas Power and Light Company's Rules and Regulations. Service under this Billing Section tio.1 is subject to the Seller's rights and duties set forth in the applicable contracts with KPL and any tariffs relating thereto, N 1129 170 _y_
BILLING SECTION N0. 2 Availability. Electric service is available to the Member under this Billing Section No. 2 at points within the Kansas City power and Light Company's certified area on or immediately adjacent to its existing facilities which, by mutual agreement between the Member and the Seller, are suitable and adequate for the service desired within the limitations hereinafter specified. Applicability. This Billing Section is applicable to any Member of the Seller organized to operate without profit under the laws of the State of Kansas and which is subject to regulation by the State Corporation Commission of the State of Kansas (hereinafter referred to as Kansas Corporation Commission). This schedule is not applicable for breakdown, or standby electric service. Character of Service. Alternating current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for each location of power and energy delivery into the power system of the Member under this Billing Section shall be the sum of (a), (b) and (c) less (d) below: (a) The monthly billing demand for such delivery multiplied by per kw. (b) The monthly energy delivery at such location multiplied by the cost per kwh of energy (exclusive of " fuel cost adjustment") of $ per kw. (c) The monthly energy delivery at such location multiplied by the cost per kwh of the fuel cost adjustment. (d) High Voltage Discount: (1) For delivery of power at voltages of 115kv or higher, per kw of billing demand as defined in the Billing Demand Section. (2) For delivery of power at voltages of 69kv or 34kv, per kw of billing demand as defined in the Billing Demand Section. If during the period ~ of effectiveness of this rate, a revised rate schedule under which the Seller (or its members) acquire electric power and energy from another supplier is made effective through filing with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above shall be revised by.the Seller, effective consurrently, and such revised dollar values shall be applicable for the remaining period 1129 171
of effectiveness of this rate. Such revisions shall reflect only the increase or decrease brought about by the differences between such revised rate schedule and the rate schedule on which the values of (a), (b), (c) and (d) were determined. The Seller shall furnish the Member calculations showing how such revisions were determined. B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be determined annually in advance. A study shall be undertaken by the Seller as of October 1st of each year to determine the applicable rates for the 12 month period beginning June 1st of the following year. The rates set forth in A(a) and A(b), above, shall be based on the projectej (for the purposes of this Billing Section the term " projected" shall mean " estimated for the future test year") cost of service and projected loads of members to be served under this Billing Section for the future test year, and determined in accordance with the Cost of Service and Rate Determination Fomula, set forth below; provided that: (a) Any excess of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of service and rate detemination for the future test year, or (b) Any insufficiency of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st to meet the cost of service during that period under this Billing Section, shall be added in arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with tne Kansas Corporation Commission no later than January 1st. Upon consent of the Administrator and the Kansas Corporation Commission, the revis3d rates shall become effective on June 1st. C. Notwithstanding the provisions of A and B above, it is acknowledged by all parties hereto, that the Board of Trustees of the Seller has and shall exercise the right to adjust rates, subject to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes in costs or conditions of service so require. Cost of Service and Rate Detemination Formula. The fomula for computation of the Cost of Service and Rate Determination shall be as follows: I. The total cost of rendering electric service to members of tne Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purchased power and energy, transmi.ssion and related services for service to members in this Billing Section; 1129 172
(b) The projected annual cost of owning, operating and maintaining power supply facilities for service to members in this Billing Section; (c) The projected annual cost associated with discounts to be allowed by the Seller to members of this Billing Section for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Section; (d) Share of the sum of: (i) The Seller's projected annual administrative and general cost *, (ii) the projected interest and principal payments on any indebtec-ness of the Seller other than that related to power supply facilities, (iii) > the projected additions to the Seller's reserves as determined necessary by the Board of Trustees of the Seller, computed as the total of such projected costs of the Seller multiplied by the ratio of the total projected kwh delivered under this Billing Section to the total projected kwh delivered under all Billing Sections of this Rate Schedule; (e) Any cost adjustments applicable to items (a), (b), (c), (d), and (f) of this section that reflect any excess or deficiency of revenues for the previous twelve (12) months as set forth in B(a) and B(b) above; (f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in contemplation of the service needs of all members, as provided for in Article 4(c) of the Wholesale Power Contract. II. Separate all costs under I into three catagories: (a) Demand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of Service and Rate Determination Formula, excluding fuel and variable operation and maintenance costs allocated to energy production where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities used for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment". (c) Fuel cost adjustment.
- Includes all expenses charged to FPC Accounts 500 through 900 series not included in I(a), I(b) and I(c) above. 1129 173
(d) High Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of Service and Rate Determination Fomula, which shall consist of all purchase power discounts or i other applicable foregone costs related to the high voltage delivery of power as applicable to each of the two classes of high voltage delivery specified. III. Determine delivered cost $/kw of monthly billing demand and $/kwh of delivered energy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount determined under Section II(a) of this Cost of Service and Rate Determination Formula, divided by the arithmetic sum of all monthly billing demands in kw for the year under this Billing Section. (b) The cost per kwh to be inserted in Net Monthly Bill, Section A(b), shall be the dollar amount determined under Section II(b) of this Cost of Service and Rate Determination Fomula, divided by the total kwh delivered for the year into the power systems of members of the Seller under this Billing Section. (c) The cost per kw of monthly billing demand applicable for high voltage discounts to be inserted in Net Monthly Bill, Section A(d) (1) and (2), shall be the dollar amounts determined under Section II(d) of this Cost of Service and Rate Detemination Formula applicable to the delivery of power at the respective high voltage levels specified, divided by the arithmetic sum of all billing demands in kw (as defined in the Billing Demand Section) delivered at such high voltage levels into the systems of members of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be determined as set forth in the latest applicable order of the Kansas Corporation Comission. Billing Demand. The Billing Demand (measured as the average kw consumed in a 30-minute interval) at each point of delivery for any month shall be the highest demand established by the Member during such month at that point of delivery; provided that the demand at each delivery point used in deter-mining the Billing Demand for that deliv.ery point shall not be less than the minimum demand specified for such delivery point in the Schedule of Delivery Points under the Contract with the Member; provided further that in no event shall the Billing Demand at such point of delivery be less than eighty percent (80%) of the highest billing demand in the twelve-month period ending with the current month. Billing Demand Adjustment. There is no Billing Demand Adjustment for this Billing Section. !l29 l74
Meterina as of Delivery into Member's Power System. If metering is not as of the location of delivery into the Member's power system, metering determinants.noy be adjusted to reasonably reflect such metering. The Kansas City Power and Light Comoany's Rules and Regulations. Service under this Billing Section No. 21s subject to the Seller's rights and duties set forth in the applicable contracts with the Kansas City Power and Light Company and any tariffs relating thereto. 9 e \\ 1129 175
BILLING SECTION NO. 3 Availabil i ty. Electric service is available to the Member under this Billing Section No. 3 at points within the Kansas Gas and Electric Company's certified area on or immediately adjacent to its existing facilities whicn, by mutual agreement between the Member and the Seller, are suitable and adequate for the service desired within the limitations hereinaf ter specified. Applicability. This Billing Section is ' applicable to any Member of the Seller organized to operate without profit under the laws of the State of Kansas and which is subject to regulation by the State Corporation Commission of the State of Kansas (hereinafter referred to as Kansas Corporation Comission). This schedule is not applicable for breakdown, or standby electric service. Character of Service. Alternat':ng current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for each location of power a:d energy delivery into the power system of the Member under this Billing 3ection shall be the. sum of (a), (b) and (c) less (d) below: (a) The monthly billing demand for such delivery multiplied by per kw. (b) The monu.., energy delivery at such location multiplied by tr.2 cost per kwh of energy (exclusive of " fuel cost adjustment") of per kwh. (c) The monthly energy delivery at such location multiplied by the cost per kwh of fuel cost adjustment. (d) High Voltage Discount: (1) For delivery of power at voltages of 115 kv or higher, per kw of billing demand as defined in the Billing Demand Section. (2) For delivery of power at voltages of 69 kv or 34 kv, per kw of billing demand as defined in the Billing Demand Section. If during the period of effectiveness of this rate, a revised rate schedule under which the Seller (or its members) acquire electric power,and energy from another supplier is made effective through filing with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above shall be revised by the Seller, effective concurrently, and such revised dollar values'shall be applicable for the remaini"g period of effectiveness of this rate. Such revisions shall reflect 1129 176
only the increase or decrease brought about by the differences between such revised rate schedule and the rate schedule on which the values of (a), (b), (c) and (d) were determined. The Seller shall furnish the Member calculations showing how such revisions were determined. B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be determined annually in advance. A study shall be undertaken by the Seller as of October 1st of each year to determine the applicable rates for the 12 month period beginning June 1st of the following year. The rates set forth in A(a) and A(b), above, shall be based on the projected (for the purposes of this Billing Section the term " projected" shall mean " estimated for the future test year") cost of service and projected loads of Members to be served under this Billing Section for the future test year, and determined in accordance with the Cost of Service and Rate Determination Formula, set forth below; provided that: (a) Any excess of revenues (exclusive of revenues collected by application of the Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of service for rate determination for the future test year, or (b) Any. insufficiency of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st to meet the cost of service during that period under this Billing Section, shall be added in arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with the Kansas Corporation Commission no later than January 1st. Upon consent of the Administrator and the Kansas Corporation Commission, the revised rates shall become effective on June ist. C. Notwithstanding the provisions of A and B above, it is acknowledged by all parties hereto that the Board of Trumes of the Seller has and shall exercise the right to adjust ratL. '~ .t to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes in costs or conditions of service so require. Cost of Service and Rate Determination Formula. The formula for computation of the cost of service and rate determination shall be as follows: I. The total cost of rendering electric service to members of the Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purchased power and energy, transmission and related services for service to members in this Billing Section; (b) The projected a1nual cost of owning, operating and maintaining 1129 177
power supply facilities for service to members in this Billing Section; (c) The projected annual cost associated with discounts to be allowed by the Seller to members of this Billing Section for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Section; (d) Share of the sum of: (i) The Seller's projected annual administrative and general cost *, (ii) the projected interest and principal payments en any indebtedness of the Seller other than that related to power supply facilities, (iii) the projected additions to the Seller's reserves as detemined necessary by the Board of Trustees of the Seller. computed as the total of such projected costs of the Seller multi-plied by the ratio of the total projected kwh delivered under this Billing Section to the total projected kwh delivered under all Billing Sections of this Rate Schedula; (e) Any cost adjustments applicable to items (a), (b), (c), (d) and (f) of this section that reflect any excess or deficiency of revenues for the previous twelve (12) months as set forth in B(a) and B(b) above; (f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in contemplation of the service needs of all members, as provided for in Article 4(c) of the Wholesale Power Contract. II. Separate all costs under I into three catagories: (a) Derand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of A rvice and Rate Determination Formula, excluding fuel and variable operation and maintenance costs allocated to energy production where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities ustd for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment'. (c) Fuel cost adjustment.
- Includes all expenses charged to FPC Accounts 500 through 900 series not included in I(a), I(b) and I(c) above. 1129 178
(d) High Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of Service and Rate Determination Fomula, which shall consist of all purchase power discounts or other applicable foregone costs related to the high voltage delivery of power as applicable to each of the two classes of high voltage delivery spacified. III. Determine delivered cost $/kw of monthly billing demand and $/kwh of delivered energy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount determined under Section II(a) of this Cost of Service and Rate Determination Fomula, divided by the arithmetic sum of all monthly billing demands in kw for the year under this Billing Section. (b) The cost per kwh to be inserted in Net Monthly Bill, Section A(b), shall be the dollar amount deternined under Section IIM of this Cost of Service and Rate Determination Formula, divind by the total kwh delivered for the year into the power systems of members of the Seller under this Billing Section. (c) The cu.,t per kw of monthly billing demand applicable for high voltage discounts to be inserted in Net Monthly Bill, Section A(d) (1) and (2), shall be the dollar amounts detemined under Section II(d) of this Cost of Service and Rate Detemination Formula applicable to the delivery of power at the respective high voltage levels specified, divided by the arithmetic sum of all billing demands in kw (as ' defined in tne Billing Demand Section) delivered at such high voltage levels into the systems of members of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be determined as set forth in the latest applicable order of the Kansas Cor ' oration Co:naission. Minimum Bill. The net monthly minimum bill shall be the $ oer kw 7 plus the applicable fuel adjustment charge but not less th n 5 Billing Demand. The average kw, adjusted for power factor, supplied during the 15-minute period of maximum use during the current month, but not less than 75% of the highest k., similarly est'ablished during the months of July, August and September and occurring in the eleven (11) preceding months, nor less than 50 kw or such higher minimum kw as may be specified in Schedule A of the Wholesale Power Contract. When the Member's power factor is less than 85% lagging, as determined by measurement under actual load conditions, the Seller may adjust the kw measured ~to determine the demand by multiplying the measured kw by 85 and dividing by the actual power factor. Billing Demand Adjustment. The Kansas Gas and Electric Company's (hereinafter called KGE) rate form will be converted to a two part rate (demand charge and 129 179
energy charge) for use in Section II(a). If necessary to meke the two part rate equal to the KGE ratr., due to the fact that the kwh/kw coes not equal or exceed the hours used in the first block of the KGE rate schedule, adjustment factors will be applied to the billing demands in Sections A(a), II(a) and III(a). Metering as of Delivery into the Member's Power System. If metering is not as of the location of delivery into the Member's power system, metering determinants may be adjusted to reasonably reflect such metering. The Kansas Gas and Electric Company's Rules and Regulations. Service under this Billing Section No. 3 is subject to the Seller's rights and duties set forth in the applicable contracts with KGE and any tariffs relating thereto. . 1129 180
BILLING SECTION NO. 4 Availability. Electric Service is available to the Member under this Billing Section No. 4 at points within the Western Power Division of Central Teleonone and Utilities Corporation's certified area on or immediately adjacent to its existing facilities which, by mutual agreement between the Member and the Seller, are saitable and adequate for the service desi ed within the limita-tions hereinafter specified. Applicabili ty. This Billing Section is applicable to any Member of the Seller organized to operate without profit under the laws of the State of Kansas and which is subject to regulation by the State Corporation Commission of the State of Kansas (hereinafter referred to as Kansas Corporation Commizion). This schedule is not applicable for breakdown, or standby electric service. Character of Service. Alternating current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for delivery of power and energy into the power system of the Member under this Billing Secth 1 shall be the sum of (a), (b) and (c) less (d) below: (a) The monthly billing demand for such delivery multiplied by per kw. (b) The monthly energy delivery at such location multiplied by the cost per kwh of energy (exclusive o,f " fuel cost adjustment") of $ per kwh. (c) The monthly energy delivery at such location multiplied by the cost per kwh of fuel cost adjustment. (d) High Voltage Discounts: (1) For delivery of power at voltages of 115 kv or higner, per kw of billing demand as defined in the Billing Demand Section. (2) For delivery of power at voltages of 69 kv or 34 kv, per kw of billing demand as defined in the Billing Demand Section. If during the period of effectiveness of this rate, a revised rate schedule under which the Seller (or its members) acquire electric power and energy from another supplier is made effective through filing with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above shall be revised by the Seller, effective concurrently, and such revised dollar values.shall be applicable for the remaining period of effectiveness of this rate. Such revisions shall reflect only the increase or decrease brought about by the differences between 1129 181
such revised rate schedule and the rate schedule on which the values of (a), (b), (c) and (d) were determined. The Seller shall furnish the Member calculations showing how such revisions were determined. B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be detennined annually in advance. A study shall be undertaken by the Seller as of October 1st of each year to determine the applicable rates for the 12 month period beginning June 1st of the following year. The ratas set forth in A(a) and A(b), above, shall be based on the projected (for the purposes of this Billing Section the tera " projected" shall mean " estimated for the future test year") cost of service and projected loads of members to be served under this Billing Section for the future test year, and determined in accordance with the Cost of Service and Rate Determination Formula, set forth below; provided that: (a) Any excess of revenues (exclusive of revenues collected by applica-tion of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of service for rate determination for the future test year, or (b) Any insufficiency of revenues (exclusive of revenues collected by application o# is Section B(a) and B(b)) collected under the twelve (12) n....ns billing prior to October 1st to meet the cost of service during that period under this Billing Section, shall be added in arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with the Kansas Corporation Commission no later than January 1st. Upon u:nsent of the Administrator and the Kansas Corporation Commission, the revised rates shall become effective on June 1st. C. Notwithstanding the provisions of A and B above, it is acknowledged by all parties hereto that the Board of Trustees of the Seller has and shall exercise the right to adjust rates, subject to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes in costs or conditions of service so requ ~re. Cost of Service and Rate Detemination Formula. The formula for computation of the cost of service and rate determination shall be as follows: I. The total cost of rendering electric service to members of the Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purchased power and energy, transmission and related services for service to members in this Billing Section; (b) The projected annual cost'of owning, operating and maintaining power supply facilities for service to members in this Billing Section; 1129 182
(c) The projected annual cost associated with discounts to be allowed by the Seller to members of this Billing Section for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Section; (d) Share of the sum of: (i) The Seller's projected annual administrative and general cost *, (ii) the projected interest and principal payments on any indebtedness of the Seller other than that related to power supply facilities, (iii) the projected additions to the Seller's reserves as determined necessary by the Board of Trustees of the Seller, computed as the total of such projected costs of the Seller multiplied by the ratio of the total projected kwh delivered under this Billing Section to the total projected kwh delivered under all Billing Sections of this Rate Schedule; (e) Any cost adjustment applicable to items (a), (b), (c), (d) and (f) of this section to reflect any excess or deficiency of revenues for the previous twelve (12) months as set forth in B(a) and B(b) above; (f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in. contemplation of the service needs of all members, as provided for in Article 4(c) of the Wholesale Power Contract. II. Separate all costs under I into three catagories: (a) Demand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of Service and Rate Determination Formula, excluding fuel and variable operation and maintenance cost allocated to energy production where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities used for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment". (c) Fuel cost adjustment. (d) High Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of Service and Rate Determination Formula, which shall consist of all purchase power discounts or other appli-cable foregone costs related to the high voltage delivery of power as applicable to each of the two classes of high voltage delivery specified.
- Includes' all expenses charged to FPC Accounts 500 through 900 series not included in I(a), I(b) and I(c) above.
., llb lb
III. Determine delivered cost $/kw of monthly billing demand and $/kwh o' delivered energy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount determined under Section II(a) of this Cost of Service and Rate Determination Fonnula, divided by the aritmetic sum of all monthly billing demands in kw for the year un ter this Billing Section. (b) The cost per kwh to be inserted-in Net Monthly Bill, Section A(b), shall be the dollar amount determined under Section II(b) of this Cost of Service and Rate Determination Formula, divided by the total kwh delivered for the year into the power systems of members of the Seller under this Billing Section. (r ) The cost per kw of monthly billing demand applicable for high voltage discounts to be inserted in Net Monthly Bill, Section A(d) (1) and (2), shall be the dollar amounts determined under Section II(d) of this Cost of Service and Rate Determination Formula applicable to the delivery of power at the respective high voltage levels specified, divided by the arithmetic sum of all billing demands in kw (as defined in the Billing Demand Section) delivered at such high voltage levels into the systems of memoers of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be aetermined as set forth in the latest applicable order of the Kansa Corporation Cc7aission. Minimum Charce. The minimum charge shall be $ _ per month per kilowatt of billing demand as hereafter defined but not less than $ per month per kilowatt of the highest billing demand established during tne previous eleven months. Primary Service Discount. If the Member's substation is located not more than one mile from the point of delivery and the Seller elects to meter on the line side of the substation, a credit of two percent (2%) of the kilowatt-hours metered at the point shall be made for substation losses. If the Member's substation is located more than one mile from the point of delivery and the Seller elects to meter on the line side of the substation, no credit will be given for substation losses. Billing Demand. The Billing Demand shal1 be the average of the three highest 30-minute peaks indicated during the month, such peaks to be selected during different calendar weeks, where the Member has more than one connection, the Member's demand shall be the sun of the individual demands of all connections arrived at the above basis, but not less than 75% of the highest of the kilowatt demands similarly established during the previous months of June, July, August or September. Should the average calculated power factor for she month at any connection (under nonnal operating conditions) be below 80", or above 90% (both lagging) the demand for billing purposes as' above defined will be adjusted 1/2" for each 1% by which the power factor is more or less than 85%. Each connection with the Member shall have a monthly minimum demand of 50 kilowatts. 11,29 184 l l Billino Demand Adjustment. The Western Power Division of Central Telephone and Utilities Corporation (hereinafter called CTU) rate form wili be converted to a two part rata (demand charge and energy charge) for use in Section II(a). If necessary to make the two part rate equal to the CTU rate, due to the fact that the kwh/kw does not equal or exceed the hours of use in the first or second block of the CTU rate schedule, adjustment factors will be applied to the billing demands in Sections A(a), II(a) and III(a). Meterina as of Delivery into the Member's Power System. If metering is not as of the location of delivery into the Member's power system, metering determinants mcy be adjusted to reasonably reflect such metering. Western Power Division of Central Telephone and Utilities Corooration Rules and Regulations. Service under this Billing Section No. 4 is subject to the Seller's rights and duties set forth in the applicable contracts with CTU and any. tariffs relating thereto. . 1129 185
BILLING SECTION NO. 5 Availability. Electric service is available to the Membe: under this Billing Section No. 5 at points within the Empire District Electric Cocmany's certified area on or immediately adjacent to its existing facilities wnich, by mutual agreement between the Member and the Seller, a: suitable and a adequate for the service desired within the limitations hereinafter specified. Applicability. This Billing Section is applicable to cry Member of tne Seller organized to operate without profit under the laws of the State of Kansas and which is subject to regulation by the State Corporation Commission of the State of Kansas (hereinafter referred to as Kansas Corporation Commission). The schedule is not applicable for breakdown, or standby electric service. Character of Service. Alternating current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for each location of power and energy delivery into the power system of the Member under this Billing Section shall be the sum of (a), (b) and (c) less (d) below: (a) The monthly billing demand for such delivery multiplied by per kw. (b) The monthly energy delivery at such location multiplied by the cost per kwh of energy (exclusive of " fuel cost adjustment") cf $ per kwh. (c) The monthly energy delivery at such location multiplied by the cost per kwh of fuel cost adjustment. (d) High Voltage Discoui : (1) For delivery of power at voltages of 115 kv or higher, _ per kw of billing demand as defined in the tilling Demand tection. (2) For delivary of power at voltages of 69 kv or 34 kv, per kw of billing demand as defined in the Billing Demand Section. If during the period of effectiveness of this rate, a revised rate schedule under which the Seller (or its members) acquire electric power and energy from another supplier is made effective through 'iling with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above shall be revised by the Seller, effective concurrently, and such revised dollar values shall be applicable for the remaining period of effectiveness of this rate. Such revisions shall reflect only the increase or decrease brought about by the differences between such revised rate schedule and the rate schedule on which the values of (a), (b), (c) and (d) were detemined. The Seller shall furnish the Member calculations showing how such revisions were detemined. l}29 lob B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be determined annually in advance. A study shall be undertaken by the Seller as of October 1st of each year to determine the applicable rates for the 12 month period beginning June 1st of the following year. The rates set forth in A(a) and A(b), above, shall be based on the projected (for the purposes of this Billing Section the tenn " projected" shall mean " estimated for the future test year") cost of service and projected loads of members to be served under this Billing Section for the future test year, and determined in accordance with the Cost of Service and Rate Determination Formula, set forth below; provided that: (a) Any excess of revenues (exclusive of revenuer collected by application of this Section B(a) and B(b)) collected under tne twelve (12) months billing prior to October 1st beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of service for rate detennination for the future test year, or (b) Any ir ufficiency of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st to meet the cost of service during that period under this Billing Section, shall be added in arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with the Kansas Corporation Commission no later than January 1st. Upon consent of the Administrator and the Kansas. Corporation Commission, the revised rates shall become effective on June 1st. C. Notwithstanding the provisions of A and B above, it 4 acknowledged by all parties hereto that the Board of Trustees of the Seller has and shall exercise the right to adjust rates, subject to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes in costs or conditions of service so require. Cost of Service and Rate Determination Formula. The formula for computation of the cost of service and rate determination shall be as follows: I. The total cost of rendering electric service to members of Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purcnased power and energy, transmission and related services for service to members in this Billing Section; (b) The projected annual cost of owning, operating and maintaining power supply facilities for service to me;nbers in this Billing Section; (c) The prcjected annual cost associated with discounts to be allowed by the Seller to members of this Billinc Section for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Ssction; 1 29 87 _29-
(d) Share of the sum of: (i) The Seller's projected annual administrative and general cost *, (ii) the projected interest and principal payments on any indebt-edness of the Seller other than that related to power supply facilities, (iii) the projected additions to the Seller's reserves as deter-mined necessary by the Buard of Trustees of the Seller, computed as the total of such projected costs of the Seller multiplied by the ratio of the total projected I.sh delivered under this Billing Section to the total projected kwh delivered under all Billing Sections of this Rate Schedule; (e) Any cost adjustment applicable to items (a), (b), (c), (d) and (f) of this section that reflect any excess or deficiency of revenues for the previous twelve (12) months as set forth in B(a) and B(b)
- above, (f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in contemplation of the service needs of all members, as provided for in Article 4(c) of the Wholesale Power Contract.
II. Separate all cosu under I into three catagories: (a) Demand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of Service and Rate Determination Formula, excluding fuel and variable operation and r.iaintenance costs allocated to energy production where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities used for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment". (c) Fuel cost adjustment. (d) fiica Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of Service and Rate Determination Formula, which shall consist of all purchase power discounts or other applicable foregone costs related to the high voltage delivery of power as applicable to each of the two classes of high voltage delivery specified. s
- Includes all expenses charged to FPC Accounts 500 through 900 series not included in I(a), I(b) and I(c) above.
-3o-1129 188
III. Determine delivered cost $/kw of monthly billing demand and S/kwh of delivered erergy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount deternined under Section II(a) of this Cost of Service and Rate Determination Formula, divided by the arithmetic sum of all monthly billing demands in kw for the year under this Billing Section. (b) The cost per kwh to be inserted in Net Monthly Bill, Section A(b), shall be the dollar amount deteminea under Section II(b) of this Cost of Service and Rate Determination Formula, divided by the total kwh delivered-for the year into the power systems of members of the Seller under this Billing Section. (c) The cost per kw of monthly billing demand applicable for high voltage discounts to be inserted in Net Monthly Bill, Section A(d) (1) and (2), shall be 'he dollar amounts determined under Sectica II(d) of this Cost of Service and Rate Determination Formula applicable to the delivery of power at the respective high voltage leveis specified, divided by the crithmetic sum of all billing demands in kw (as defined in Billing Demand Section) delivered at such high voltage levels into the systems of members of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be detemined as set forth in the latest applicable order of the Kansas Corporation Commission. Detemination of Billina Demand. Billing Demand, in kilowatts, to be used for billing purposes each month shall be taken as the highest 30-minute integrated kilowatt demand occurring during the month, but not less than 75% of the highest Billing Demand similarly determined during the twelve (12) month period ending with the current month, and in no event less than 100 kilowatts. Billing Demand Adjustment. There is no Billing Demand Adjustment for this Billing Section. Metering as of Deliverv into the Me..lber's Power System. If metering is not as of the location of delivery into the Member's power system, metering determinants may be adjusted to reasonably reflect such metering. Emoire District Electric Company's Rules and Regulations. Service under this Billing Section No. 5 is subject to the Seller's rights and duties set forth in the applicable contracts with the Empire District Electric Company ano any tariffs relating thereto. . 1129 189
l BILLINu SECTION N0. 6 Availability and Applicability. Electric service under this Billing Section No. 6 is available and applicable to Central Kansas Electric Cooperative, Inc. Character of Service. Alternating current, 60 hertz, at the phase, voltage and maximum capacity (contract capacity) specified for each point of delivery in the Contract for such service. Net Monthly Bill. A. The net monthly bill for delivery of power and energy into the power system of the Member under this Billing Section shall be the sum of (a), (b) and (c) less (d) below: (a) The monthly billing demand
- for such delivery n.altiplied by Der kw.
(b) The monthly energy delively at such location multiplied by the cost per kwh of energy (exclusive of " fuel cost adjustment") of per kwh. (c) The monthly energy delivery at such location multiplied by the s cost per kwh of fuel cost adjustment. (d) High voltage discount for delivery of power at voltages of 115 kv or higher, $ per kw of billing demand. If during the period of effectiveness of this rate, a revi 9d rate schedule under'which the Seller (or Member) acquires electric power and energy from another supplier is made effective through filing with appropriate regulatory authority, the dollar values (a), (b), (c) and (d) above, shall be revised by the Seller, effective concurrently, and such revised dollar values shall be applicable for the remaining period of effectiveness of this rate. Such revisions shall reflect only the increase or decrease brought about by the differences between such revised rate schedule and the rate schedule on which the values of (a), (b), (c) and (d) were determined. The Seller shall furnish the Member calculations showing how such revisicns were determined. B. The rates set forth in A(a) and A(b) of the Net Monthly Bill shall be determined annually in advance. A study shall be undertaken by the Seller
- Should the actual demand for that portion of the load delivered from the CTU system exceed the nominated demand as described in part "A" of the Billing Demand (defined later in this Billing Section), the Member shall, in addition to the charges based on the nominated demand and rate set forth herein, pay the Seller for any increase in ' demand charges of L?e Western Power Division of CTU occasioned by such increase. 1129 190
as of October 1st of each year to determine the applicable rates for the 12 month period beginning June 1st of the following year. The rates set forth in A(a) and A(b) above, shall be based on the projected (for the purpose of this Billing Section the tem " projected" shall mean " estimated for the future test year") cost of service and projected loads of Members to be served under this Billing Section for the future test year, and determined in accordance with the Cost of Service and Rate Determination Fomula, set forth below; provided that: (a) Any excess of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October 1st beyond that required to meet the cost of service incurred during that period under this Billing Section, shall be deducted in arriving at the cost of .iervice for rate determination for the future test year, or (b) Any insufficiency of revenues (exclusive of revenues collected by application of this Section B(a) and B(b)) collected under the twelve (12) months billing prior to October ist to meet the cost of service during that period under this Billing Section, shall be added in arriving at the cost of service for rate determination for the future test year. After approval by the Board of Trustees of the Seller, the proposed rates shall be filed with the Administrator and with the Kansas Corporation Commission no later than January 1st. Upon consent of the Administrator and the Kansas Corporation Commission, the revised rates shall become effective on June 1st. C. Notwithstanding the provisions of A and B above, it is acknowledged by a.ll parties hereto that the Board of Trustees of the Seller has and shall exercise the right to adjust rates, subject to approval of the Administrator and the Kansas Corporation Commission, at any time when, in its judgment, changes or conditions of service so require. Cost of Servi _ceg Rate Cetermination Formula. The formula for computation of the cost of service ari rate determination shall be as follows: I. The total cost of rendering electric service to members of the Seller under this Billing Section for the future test year is the sum of: (a) Total projected amount to be paid to others annually for purchased power and energy, transmission and related services for service to members in this Billing Section; (b) The projected annual cost of owning, operating and maintaining power supply facilities for service to members in this Billing Section; (c) The projected annual cost associated with discounts to be allowed by the Seller to members of this BillingJSection for high voltage delivery of power and energy pursuant to Section A(d) of this Billing Section; 1129 19l
(d) Share of the sum of: (i) The Seller's projected annual administrative and general cost *, (ii) the projected interest and principal payments on any indebt-edness of the Seller other than that related to power supply facilities, (iii) the projected additions to the Seller's reserves as detemined necessary by the Board of Trustees of the Seller, computed as the total of such pmjected costs of the Seller multiplied by the ratio of the total projected kwh delivered under this Billing Section to the total projected kwh delivered under all Billing Sections of this Rate Schedule; (e) Any cost adjustment applicable to items (a), (b), (c), (d)- and (f) of this section that reflect any excess or deficiency of revendes for the previous twelve (12) months as set forth in B(a) and B(b) above; (f) Any increase or decrease in cost applicable to this Billing Section that equitably allocate the costs and/or benefits related to large blocks of power or major generation facilities acquired by the Seller in contemplation of the service needs of all members, as provided for in Article 4(c) of the Jholesale Power Contract. II. Separate all costs under I into three catagories: (a) Demand Related. Such costs shall include all of the items listed in I(a), (b), (c), (d), (e) and (f) of this Cost of Service and Rate Determination Formula, excluding fuel and variable operation and maintenance costs allocated to energy procuction where self generation is involved, basic energy and fuel adjustment costs of purchased power, and energy losses (if not included in basic energy and fuel adjustment costs of purchased power) in transmission and substation facilities used for power supply deliveries to the members. (b) Energy related other than " fuel cost adjustment". (c) Fuel cost adjustment. (d) High Voltage Discount Related. Such costs shall include all items listed in I(c) of this Cost of service and Rate Determination Formula, which shall consist of all purchase power discounts or other applicable foregone costs related to the high voltage delivery of power as applicable to the high voltage delivery specified.
- Includes all expenses charged to FPC Accounts 500'through 900 series not included in I(a),1(b) and I(c) above. 1129 192
e III. Determine delivered cost $/kw of monthly billing demand and $/kwh of delivered energy as follows: (a) The cost per kw of monthly billing demand to be inserted in Net Monthly Bill, Section A(a), shall be the dollar amount determined under Section II(a) of this Cost of Service and Rate Determination Fomula, divided by the arithmetic sum of all monthly billing demands in kw for the year under this Billing Section. (b) The cost per kwh to be inserted in Net Monthly Bill, Section A(b), shall be the dollar amount determined under Section II(b) of this Cost of Service and Rate Determination Formula, divided by the total kwh delivered for the year into the systems of members of the Seller under this Billing Section. (c) The cost per kw of monthly billing demand applicable for high voltage discounts to be inserted il Net Monthly Bill, Section A(d) (1) and (2), shall be the dollar r.nounts determined under Section II(d) of this Cost of Service and Rate Determination Formula appli-cable to the delivery of power at the high voltage level specified, divided by the arithmetic sum of all billing demands in kw (as defined in the Billing Demand Section) delivered at the high voltage level into the systems of members of the Seller under this Billing Section. IV. The cost per kwh for fuel adjustment shall be determined as set forth in the latest applicable order of the Kansas Corporation Commission. Billing Demand. The Billing Demand shall be the sum of the demands described in A and B below as measured at existing metering points where such pcwer is measured for input into the member's system. A. For power delivered from the Central Telephone and Utilities Corporation system, the demand shall be that nominated by the Member through a letter of intent issued prior to April ist specifying the next twelve (12) month period beginning with the June 1st billing period. B. For power delivered from The Kansas Power and Light Company the demand shall be the sum of the maximum 60-minute integrated demands occurring daily at each delivery point during each month but not more tnan the highest such daily demand multiplied by 25 less the demand (determined in the same manner) for power delivered.to The Kansas Power and Light Company. Billing Demand Adjustment. There is no Billing Demand Adjustment applicable to this Billing Section. Metering as of Delivery into the Member's Pot ?r System. If metering is not as of the location of delivery into the Members' power system, metering detenninants may be adjusted to reasonably reflect such meterir.g. Central Teleohone and Utilities Corporation and the Kansas Power and Licht Company Rules and Regulations. Service under this Billing Section No. o is subject to the Seller's rights and duties set forth in the applicable contracts with Central Telephone and Utilities Corp. and The Kansas Power and Light Company and any tariffs relating thereto. ADDENDUM NO. 1 KANSAS ELECTRIC POWER COOPERATIVE, INC. WHOLESALE POWER CONTRACT day of , 19 _, the Kansas Electric As ' 'neative, Inc., Wholesale Power Contract is hereby amended as follows: Power Coe. Par?,aph number 1 shall be amended to read as follows: ~ General. The Seller shall sell and deliver to the Mcmber and the Member 1. shall perchase and receive from the Seller all electric power -and energy which the Member shall require for the operation of the Member's system to the extent that the Seller shall have such power and energy and facilities available; provided, however, that the Member shall continue to purchase electric power and energy ender any existing contract or contracts with a supplier other than the Seller during the remainder of the tem thereof. The Member shall terminate, if the Seller shall, with the approval or at the direction of the Administrator of the Rural Electrification Administration (hereinafter called the " Administrator"), so request, any such existing contract or contracts with a supplier other than the Seller at such times as it may legally do so, provided the Seller shall have sufficient electric power and energy and facilities available for the Member. Provided, however, that the n'enber may continue to utilize oower and eneray cenerated from those facilities owned by the Member at the time of the Member's execution of the Kansas Electric Power Coooerative, Inc. Wholesale Power Contract, and orovid'd further, that in the event of an emergency oower outace(s) which affects a rember durina the term of the b' ember's Kansas Electric Power Co cerative,, syste Inc. Wholesale Power Contract the " ember may take oower and enerav from snort term basis. .a power sucolier(s) other than Seller on an emeraency, A new paragraph 1.1 shall be added as follows: 1.1 Members Sale to Municioals. The Member may enter into contractual arrancements to 3e1 oower and enercy for resale to a municioai electric utility (ies) located within or contlaucus to the Member's certified service crea, curira :ne term of tnis agreement; oroviced that orlor to enterina into such contractual arrangements the Memaer shall orovice Seller with timely written notification of such arrangement for Seller's OroDer clannino, and orovided further, that upon the effemtive date of this Acreement between the carties, Seller shall have the autnority and resoonsibility for enterino into arranaements for tne transfer and/or Durchase of oower and energy from a municioal electric sucolier(s) ~ (except as orovided for in caraaraon 1), and such transfer or ourcnase arrancements shall be contracted by Seller. Seller will in all casas provice toe cocortunity for the Member to carticioate in tne negotiations with a municioal sucolier(s) for transfer and/or ourchase of sucn cower and energy. Paragraph 2 is hereby amended as follows: 2. Electric Characteristics and Delivery Point (s). Electric power and energy to be furnished hereunder shall be 60 Hertz Alternating Current. The initial point (s) of delivery, delivery voltage, initial caoacity, and supply system to which point of delivery is connected shall be described in Schedule A attached hereto and made a part hereof. Other points of delivery may be established by mutual agreement between the 1129 194 'be Seller and the Member from time to time and Schedule A shall be modified accordingly. The Seller shall make and pay for, or shall cause to be made and paid for, all final connections between the systems of the Seller and the Member necessary to establishing future point (s) of delivery. Seller shall have the authority and resoonsibility for negotiations with other electric cower supoliers for the establishnent, abandonment, or modification of any delivery noint affectina the %nber; provided, that in the event of an outace(s) on the Member system as a result of a oroblem(s) in bulk oower suoply facilities owned and controlled by an electric sucolier(s) other than the Member, the Member shall have the authority and responsibility to make direct contact with the aooro-oriate official (s) of Seller or any other electric sucolier(s) to seek remedial relief. Paragraph 3 is hereby amended as follows: 3. Substation and Associated Transmission. Unless otherwise subsequently determined by the parties, hereto, the Mei... er shall install, own, operate, maintain, and rep! ace the 161 kv and below transmission facilities and/or distribution substation equipment necessary to establish any future point (s) of delivery; own and maintain switching and protective equi,) ment which may be reasonably necessary to enable the Member to take and use the electric power and energy hereunder and to protect the delivery system. Meters and metering equipment shall be furnished, maintained, and read, or cause to be furnished, maintained,and read by the Seller. Measurement of power and energy shall be of delivery into the Member's system or at other points of measurement agreed to by the parties. The Seller shall provide, or cause to be provided, the nacessary transmission and substation facilities witi, operating voltages of 10 kv or higher and all other facilities with operating voltages of 230 kv or higher and all other facilities wnich perform a bulk power supply function. Seller shall orovide, or cause to be orovided, transmission services reauired to deliver bulk oower to the Member at a coint(s) within or on the cerimeter cf Member's certifiec service area. Executed the day and year first above written. KANSAS ELECTRIC POWER COOPERATIVE, INC. Seller By President ATTEST: Secretary Member By President ATTEST: Secretary }}29 }9b 9_
f VOLUME No. 2 Kansas Statutes Annotated To be Cited as: K. S. A.16-101 CowrarNrNc CnArrras 16 Tunoucn 19 a or Tur GENrnAI. LAWS AND LAWS of A CENERAI. Nanmr IN Fonct INet.vDINc Tuosz ENACrED IN 1974 Duty 'ARRANCED, NunernrD, ANNOTATED AND INDEXED Wrrn Hisroasts, notes AND RrrsacNets As RzqumED BY law n, f ',,. 21~~.
- e........ s.,
e 's-vNW i - ,'hlNNYMg ",h lrf 4. cc.-N.jt y ;g ...,,,.9 Compiled and Edited by ~ JonN C. Wetxs, Bet >isor of Statutes Of and For the State of Kansas UNDER AUTiiORITY OF K.S. A.1974 Supp. 77142 et seq. FEMTED AND BOLTD ST Rostar R. (Boa) SAsoras, State Printer TOPEKA, KANSAS,1974 35-4487 \\\\29 196
Eucrac CoorERATrVE, Noxrnorrr, MounEnsnte Cone. 17-4 G01 Source of frior law: 17-217. citcd as "the electric cooperative act." 17-1104. [L.1939, ch.152, 145; Re, 1941, ch. IS5, { 1; June 30.] (L pealed, L.1972, ch. 52, { 153; July {1.] 17-1G02. Purpose. Cooperative, 17-1405. IM1, ch.162, {(L.1939, ch.152, { 146; L.pront, membership corporations may be or-non-16; L.1953, ch.125, ganized under this act for the purpose of pealed, L.1972, ch. 52, { 153; July 1.]{ 9, Re-supplying electric energy and promoting and 17-4400. (L. 1939, ch.152, { 147; L. '{ 2; June 30.] extending the use thereof. ' {lr1941,-ch IM1, ch.182, { 17; L.1953, ch.125, { 10, Re. pealed, L.1972, ch. 52, { 153; July 1 1 Research and Practke Aids: CASE ANNOTATIONS E!cetricityc==3. C. J. S. Electricity 10
- 1. Mentioned; seruce of surnmons on Organizing corpors{uon.
radimd superintendent held , k, ansa.s Pactice Methods Texas Radread Co, sc.cd Ninsch v. Missoun-Kansu. i 792. 161 K. 354, 356, 310 P. 2d f43. 17-4G03. Definitioru. In this act: 17-4407. (L.1939. ch. 152, { 14S; L. I P### { 153 July 1.] { 11; Depesled, L.1972, ch. 52, n zed under tiu. ne ns any c m radon g(ga)- 1953,ch.125, a r t}u,s act in the manner hereinafter pro-s act o t vided; and (b) person" n. cans any natural Article 45.-S!! ORT TITLE F"' ' 9 '# trust, zur*nership,'federa'l agency, s" tate or po-Revisor's Note: lhical~ subdivision or agency thereof, or any of cha ter 17 for corresNew act, see Table of Sections precedir.g article 60 body politic. [L.1941, ch.155, { 3; June 30.] Cenera Corporation Code,pondtng sections in 1972 174 GO 1. Powers 17-4501. [L.1939, ch.152, have riower: A cooperative shall pealed, L.1972, ch. 52, { 153; July {1.] (a)^ To sue and be sued in its corporate 149; Be-name: CASE ANNOTATIONS conduct business under trade name in addition to1. Di:, cussed; corporation m (b) to have perpetual existence; 5"*** corporate name. Kansas Mdling Co. v. Ryan,152 K. 137,144,102 P. 2d 970. (d ) to gencrate, maufac'.ute, purchase, ac-
- 2. Ar licabihty of 17 3S01 to insurance company quire. actmnulate and transmit electric en-
- nYCo, 5
'.152 l'15 77'3. ' rgy, and to dbtribute sell, supply, and dis-f
- 3. Ordinardy bank ca,nnot acquire its own stock pcsc cf eledric energy,to its members. and to 246,252,205 P. 2d 972.esceptions. Wentworth v. Russell State Bank,167 K; governmedal agencies, political subdwmons, and to atner p?rsons, who are not receiving cen*ra! station service from facilities of exist-17-4502,17-4503. [L.1939, ch.152, ing publ6 utilities:
ju{ne 30.] { 150, 151; Repealed, L.1965, ch.152, { 1; Procided horcccce, That the furn.shing by a coopera,tive of electric cold storage or processmg plant service shall 1943, ch.132,17-1504. [L.1939, ch.152, { 152; L. not be deemed to be distributing [,] sellin { 153; July 1.] { 1; Repealed, L.1972, ch. 52, supplying or disposing of c!cctric energy; g, the(re)of to whom electric energy is or will c to assist 17-4505. (L.1939, ch.152, Pealed, L.1972, ch. 52, { 153; July {1.] 153; B e. supplied by the cooperative, in wiring their premises and in acquiring and installing e!ec-Artie!c 46. - ELECTRIC COOPERATIVE, trical and plumbing appliances, equipment Extures and a paratus, and for demonstration NONPROFIT, RATIONS MEMBERSIllP CORPO. pum ses suc comorations ma acqm, lease as lenor or lessee, y purchase, electric and Cross References to Related Sections: plumbing appliances, equipment, Extures and 17 6001. Applicability of general corporation apparatus and such purposes. to sell same when it has served code, see I n s, reports, fees and franchise taxes. (f) To construct. purchase, lease, and to rp t equip, mainta 17-4G01. Short title. sign, convey, in and operate, and to sell, as-This act may be lease, mortgage, pledge or en-cumber electric transmission and distribution 253 1129 197
_-1G05 CORPORATIONS 17 lines or systems, electric generating plants, and from the name of any other cce$aws of, <,r crative or lands, buildings, structures, dams, easements corporation organized under the and rights of way, equipment, and any other authorized to do business in, this state. Only real or personal property, tangible or intangi-a cooperative or corporation doing business ble, necessary to accomplish the purpose for in this state pursuant to this act shall use both which the cooperative may be organized the words "c!cetric" and cooperative" in its hereunder; name. [L.1911, ch.155, { 5; June 30.] ,(g) to purchase, lease as lessee, or other-CASE ANNOTATIONS wise acquire, and to use, and exercise and to
- 1. Mentioned, trial court's afusal to alb amend.
sell, assign, convey, mortgage, pled c or other. ment of pctition and proass ta Wrrect 1.a me n! wayc dispose of or encumber, franc tses, nghts, corpuiate defendant hehl enoncous. Rockey v. henf t, pnuleges, heenses and casements; 191 K.117,121,122,3 9 P. 2d 255. (h) to borrow money and ctherwise con-I IGOG. Incorporators. Five or more s-tract indebtedness, and to issue notes, bonds, and other evidences of indebtedness, and to natural persons, or two or more cooperattves, amze a (wpuadw in the manna may orptu provided. [L.1941, ch.150, { 6, secure the payment thereof by mortgage, hacina pledge, or deed of trust of, or any other en-cumbrance upon, any or all of its then-owned June 30.] or after acquired real or personal property, 17-1607. Articles of incorporation. Ar-assets, franchises, revenues or income; ticles of incorporation of a cooperative shall (i) to construct, maintain and operate elec-recite that they are executed pursuant to this tric transmission and distribution lines along, act and shall state: upon, under and across publicly owned lands (1) the name of the cooperative; and public thoroughfares, roads, highways, (2) the address of its principal of' ice; streets, allevs, bridges and causeways in con-(3) the names and addresses of the in-formity with the laws of the state of Kansas; corporators; (f) to exercise the power of eminent do-(4) the names and addresses of its trustees; main in the manner provided by the laws of and this state for the exercise of such power by (5) the purposes for which it is organized, other corporations constructing or operating and may contain any provisions not inwnsist-clectric transmission and distribution lines or ent with this act deemed necessary or advis-systems; able for the conduct of its business. Such (k) to become a member of other coopera-articles shall be signed by each incorp' orator tives, and conduct its business and exercise and acknowledged by at least two of the m-its powers within this state; corporators. [L.1911, ch. IS5, j 7; June 30.] (l) to adopt, amend and repeal bylaws; Research and Practice Aids: and gi,,,gci,lc,4, (m) to do and perform any other acts and C. J. S. E ectricity i 11 et seq. things, and to have and exercise any other 17 1608. Bylaws. The board of trustees powers which may be necessary, to accom. shall adopt the first bylaws of a cooperatise plish the purp[ose for which the cooperative is organized. L.1911, ch.185, { 4; June 30.] to be adopted followmg an m, corporation, conversion, merger or consolidation. There-Research and Practice Aids: after the members shall adopt, amend or re-E!cericit%>4. peal the bylaws by the affirmative vote of a C. J. S. Electricity { 11 et seq. majority of those members voting thereon at CASE ANNOTATIONS a meeting of the members. The Lylaws shall
- 1. Corporation held liable for treble damages un-set forth the rights and duties of members and der 21-2435 for destruction of trees. Mall v. C. & W.
trustees and may contain other provisions Rural Elcetric Co-operative Ass *n,168 K. 518, 521 for the regulation and management of the 13 P. 2d 993. affairs of the coonerative not inconsistent
- 2. Mentioned; trial court's refusal to al!ow amend-with this act or witb its articles of incorpora-ment cf pe:ition and proecss to correct name of cor.
porate defendant held erroneous. Rockey. Runf t, tion. [L.1911, ch.185, { 8; June 30 ) 191 K.117,122,379 P. 2d 285. 17-4 GOD. hiembers. Each incorpora;or 17-4 G05. Name. ' Die name of a co-of a cooperative shall be a member thereof, operative shall include the words " electric" but no other person may become a member and " cooperative," and the abbreviation "Inc." thereof unless such other person agrees to use The name of a cooperative shall be distinct electric energy or other services furnished by 2s4 1129 198
Eucnue Coortunvr., Nosrnorrr, hituncusiirr ConP. 1 7.t G 1 2 the moperative when they are made avail-vote on each matter submitted to a vote at a able through its facilities. Any member of a meeting of the members. cooperative who agrees to use electric energy Voting shall be in person, but, if the bylaws shall cease to be a member if he does not use so provide, may also be by proxy or by mail, or electrie energy supplied by the cooperative both. If the bylaws provide for voting by within six months after it is made available to proxy or by snail, they shall aho presenbe the him or if electric energy is not made available cond2tions under which voting shall be per-to him by the cooperative within two years mitted. No person shall vote as proxy more after he becomes a member, or such lesser than three members at any meeting of the period as the bylaws of the cooperative may members. [L 1941, ch. IS5, { 10, June 30.] provide. A husband and wife may hold a Jomt membership m a cooperative, hiember-ggg gg ship in a cooperative shall not be transferable, Ektne tyC=G. C. J. S. Electncity % 10. except as proviJed in the bylaws. The bylaws ~ prescribe additional qualifications and 17-.1GI1. Waiser of notice. Any person may limitations in respect of membership. [ L. entitled to notice of a meeting may waise such 1941, ch.155, { 9, June 30.] notice in writing either before or after uch !!csearch and Practice Aids: meeting. If any such person shall attend,uch E'c-nc.tM3. mectmg, such attendance shall constiNte a C.J. S. E!ceticity Q to. waiver of notice of such meeting, unkss such 17-1G10. Sfectings of members. (a) An person participates therein solely to ob;ect to the transaction of any business because the annual meeting of the members of a coopera-meeting has not been leg. 9y called or cca-tive sha!! be held at such time and place as vened. [L.1941, ch.155, j 11; June 30.] shall be provided.in the bylaws. (b) Special meetings of the members may . I h1G I 2. B ard f trustees; compensa. be cal?ed by the president, by the board of ti n, when; tenns; quomm. (a) The busi-ness f c trustees, by any thrae trustecs, or by not less peratim shall be managed by a than ten percentum of the members. board of not less than (5) trustecs, each of (c) Except as otherwise provided in this whom shall be a member of the cooperatw, e. act, written or printed notice statir.g the time The bylaws shall rescribe the number of and place of each meeting of the members tmstus, their qtiali icatwns, other than those and, in the case of a special meeting, the pur-presenbed m this act, tne manner of h,olding pose or purposes for which the meeting is ineetings of the board of tmstees and or elect-called, shall be given to each member, either ing sucessors to tmstees who shall resien, die, personally or by mail, not less than tca days r otherwise be incapible of acting. The by. nor more than twenty five days before the laws may also provide for the removal of trust-date of the meeting. If mailed, such notice us f m ofEce and for the election of their shall be deemed to be given when deposited success n. Tmaws shall not receive any in the United States mail, with postage pre-s laries for their services as (mstees and ex-paid, addressed to the member at his address cept in emergencies, shall not be employed by as it appears on the records of the cooperative. the cooperative m any capacity mvohing wm-(d) Unless the bylaws prescribe the pres- {e#"5 l' *2thout the approval of the mem-He bylaws may, howem, provide that ence of a greater percentage or number of n. the members for a quorum, a quorum far the fixed fee and expenses of attendance may be transaction of business at all meetings of the U wed to each trustee for attendance at each members of a cooperative having not more meeting of the board of tnu. tees. than one thousand members, shall be Svc per-(b) The trustees of a cooperative named centum of all members, who must be present in any articles of irmorporation, consolidation, in person and of a cooperative having more merger or conwnion, shall hold oiIice tmtil than one thousand members, shah be fifty the next annual meeting of the members and members, present in person. If less than 'a until their successors are elected and qualify. quorum is present at any meeting, a majority At each annual meeting or, in case of failure to of those present in person may adjourn the hold the annual meeting as specified in the by-meeting from time to time without further laws, at a special meeting called for that pur-notice. pose, the members shall elect trustees to hold (e) Each member.shall be entitled to one office until the next annual meeting of the 255 1129 199
17-1GI3 CORPORATIONS members, except as otherwise provided in this hold such oSce. The omees of se< retary and act. Each trustee shall hold ofhce for the term of treasurer may be held by the same pcnon. for which he is elected and until his successor The board of trustees may also elect or ap. is elected and qualifies. point such other officers, agents, or emp!qees (c) Instead of electing all the trustecs an-as it deer.15 necessary or advisable and shall unally, the bylaws may provide that half of prescribe their powers and duties. Any o:?;- them, or a nn,rber as near thereto as possible, cer may be remceed frcm omcc and his sue. shall be elected to serve until the next annual cessor elected in the inanner prescribed in the meeting cf the,nembers and that the remain-bylaws. [L.1911, ch.153, { 14, Jene 30.] ing trustees shall be elected to serve until the 3 7.ag1;;. Amendment of artic;es of in. second succeeding annual meeting. There. corporation. A cooperative may amend its after, as trustees
- tctms e spire, the members articles of incorporaticn in any manner not in-shall elect their successors to serve until the consistent with this act by complying? amend-with the second succeedir'g annual meeting after their following requirements : The propose election-ment shall be presented to a meeting of the (d) Instead of electing the trustees in the members, the notice of which shall set forth manner as prmided in subsections (b) or (c) or han attached thereto the proposed amend.
of this section, the byla vs may provide th. t ment. If the proposed amendment, with any the members shell be elected at such annual changes, is approved by the affinnative vot'e meetings to serve for three (3) year terms, of not less than two-thirds of those members except that the terms of the first trustees voting thocan at such raceting, articles cL elected pursuant to this subsection may be amendment shall be executed and acknoll-fixed in said bylaws for a number of years not exceeding three (3), and upon the expiration edged on behalf of the cooperative by its thereof all members thereafter to be c!ccted president er vice president and its seal shall for three (3) year terms-be aExed thereto and attested by its secrc-tary. The articles of amendment shall recite (c) A majority of the board of trustccs shall that they are executed pur:;uant to this act and constitute a quorum. shall state: (f) If a husband and wife hold a merr.bership in a cooperative, either one, joint(1) The name of the cooperative; but (2) the address of its prin-ipal ogee, and not both, may be elected a trustee. [ L.1941, (3) the amendment to its artic!cs of in-ch. IS5, { 12; L.1959, ch.121, { 1; June 30.] corporation. Research and Practice Aids: The president or vice president executing ElectricityC:23. such articles of amendment shall make and C. J. S. Electricity ( 10. annex thereto an a$ davit stating that the pro-visi ns f this section in respect of the amend-17-4013. Districts. The bylaws may provide for the division of the territory served ment set forth in such articles were duly com-P ed with. [L.1941, cn. ISa, { 15; June 30.] li or to be served by a cooperative into two or mcre districts for any purpose, including, with-Research and Practice Aids: out limitation, the nomination and election of ElectricityC=>3. trustees and the election and functioning of C. J. S. Electricity 110. district delegates. In such case the bylaws 17-4 GIG. Change of location of princi-shall prescribe the boundaries of the district, pal office. A cooperative may, upon authori-or the manner of establishing such boundaries, zation of its board of trustees or its member >, i and the manner of changing such boundaries change the location of its principal office any and the manner in which such districts shall place within the state of Kansas by filing a function. No member at any district meet-certificate reciting such change of principal ing and no district delegate at any meeting office, executed and acknowledged by its shall vote by proxy or by mail. [L.1941, ch. president or vice-president under its seal at. 155, { 13; June 30.] tested by its secretary, in the oGec of the 17-4GI4. OGcers; election; agents and secretary of state. [L. 1941, ch. 155, { 16. employees; removal. The officen of a co. June 30.] operative shall consist of a president, vice-17-4GI7. Consolidation. Any two or president, secretary and treasurer, who shall. more cooperativss (each of which is herein-be elected annually by and from the board after desipated a "conso!idating coopera-of trustees. When a person holding any such tive") may consolidate into a new cooperative oEce ceases to.be a trustee he shall cease to (hereinafter designated the "new coopera-156 1129 200
Etzenue Coorumvt, No.srnorrr, Mommsmr Conr. 17 1G19 tive"), by complying with the following re-into another cooperative (hereinafter desig-quirements: nated the surviving cooperative"), by com-(a) The proposition for the consolidation plying with the following requirements: of the consolidating cooperatives into the new (a) The proposition for the merger of the moperative and proposed articles of consoli-merging cooperative into the surviving coop-dation to give effect thsreto shall be submitted crative and proposed articles of merger to give to a meeting of the members of each consoli-effect thereto shall be submitted to a meeting dating cooperative, the notice of which shall of the members of each merging cooperative have attached thereto a copy of the proposed and of the surviving coonerative, the notice articles of consolidation; of which shall have attached thereto a copy (b) if the proposed con olidation and the of the proposed articles of merger; proposed articles of consolidation, with any (b) if the proposed merger and the pro-amendments, are approved by the affirmative posed articles of merger, with any amend-vote of not less than two-thirds of the members ments, are approved by the affirmative vote of each consolidating cooperative at each of not less than two-thirds of the members of such meeting, articles of consolidation in the each cooperative at each such meeting, arti-form approved shall be executed and acknowl-cles of merger in the form approved sha!! be edged on behalf of each consolidating cooper-executed and acknowledged on behalf of each ative by its president or vice-president and its such cooperative by its president or vice pres-seal shall be aSxed thereto and attested by ident and its seal shall be a$xed thereto and its secretary, attested by its secretary. The articles of consolidation shall recite that The articles of merger shall recite that they they are executed pursuant to this act and shall are executed pursuant to this act and shall state: state: (1) The name of each consolidating coop-(1) The name of each merging coopera-erative and the address of its principal omee; tive and the address of its principal emce; the(2) the name of the new cooperative and (2) the name of the surviving cooperative address of its principal oEce; and the address of its principal omee; (3) a statement that each consolidating co-(3) a statement that each merging cooper-operative agrees to the consohdation; ative and the surviving cooperative agree to (4) the names and addresses of the trustees the merger; of the new cooperative; and (4) the names and addresses of the trustees (5) the terms and conditions of the con-of the suniving cooperativc; and solidation and the mode of carrying the same (5) the terms and conditions of the merger into effect, including the manner in which the and the mode of carrying the same fato effect, members of the consolidating cooperatises including the manner in which members of the may or shall become members of the new merging cooperatives may or shall bemme cooperative; and may contain any provisions members of the surviving cooperative; and not inconsittent with this act deemed neces-may contain any provisions not inconsistent sary or advisable for the conduct of the busi-with this act deemed necessary or advisable ness of the new cooperative. for the conduct of the business of the surviving The president or vice-president of each con-cooperative. solidating cooperative executing such articles The president or vice-president of each co-of mnsolidation shall make and anne: thereto operative executing such articles of merter an affidavit stating that the provisions of this shall make and annex thereto an aBdivit section in respect of such articles were duly stating that the provisions of this section in complied with by such cooperative. [L.1941, respect of such articles were duly complied ch.185, ',1.'; lune 30.] with by such cooperative. [L.1941, ch.155, Cross References to Related Sections: { IS; June 30.] Approval by state corporation commission, see Cross References to Related Sections: 17-1631. Appval by state corporation comrnission, se e Rescarch and Practice Aids: 17-4631. Electricit>C:>3. Research and Practice A*ds: C. J. S. Electricity { 10. Electricit>C:>3. 17-4G18. hierger. Any one or more co-C. J. S. Electricity ( 10. operatives (each of which is hereinafter des-17-1G 19. Effect of consolidation on ignated a " merging cooperative") may merge merger. (a) In the case of a consolidation 257 1129 201
17-1G20 CORPORATIONS the existence of the consolidating cooperatives the holders of not ! css than two-thirds of those shall mase and the artic!cs of consolidation shares of the capital stock of such wrpora-shall be deemed to be the articles of incorpo-tion represented at such meeting and voting ration of the new cooperative; and in case thereon, artic!cs of conversion in the form ap-of a mergu the separate existence of the merg-proved shall be executed and acknowledt;ed ing cooperatives shall cease and the artides on behalf of such corporation by its presidont of incorporation of the surviving cooperative or vice-president and its seal shall be afLed shall be amended to the extent, if any, that thereto and attested by its secretary. changes therein are necessary in the artic!cs of The articles of conversion shall recite that merger; they are executed pursuant to this act and (b) all the right<, privileges, immunities shall state: and frenchises and all property, real and per. (1) The name of the emporation and the sonal, including applications for membership, address of its principal o!Iice prior to its con-all debts due on whatever acmunt and all version into a cooperative; other choses in action, of each of the. con-(2) the statute or statutes under which it solidating or merging cooperatives shall be was organized; deemed to be transfened to and vested in the (3) a statement that such a corporation new or surviving cooperative without further elects to become a cooperative, nonprofit, act or deed; membership corporation subject to this act; (c) the new or surviving cooperative shall (4) its name as a cooperative; he responsibic and liable for all the liabilities (5) the address of the principal oEce of and obligations of each of tha consolidating or the ccoperative; merging cooperatives and any claim existing (6) the names and addresses of the trustees or action or proceeding pending by or against of the cooperative; and any of the consolidating or merging coopera. (7 ) the manner in which members or stock-tives may be prosecuted as if the consolida-holders of such wrporation may or shall be-tion or merger had not taken place, but the come members of the cooperative; and may new or surviving cooperative may be substi-contain any provisions not inconsistent with tuted in its place; and this act deemed necessary or advisable for the (d) neither the rights of creditors nor any conduct of the business of the cooperative, liens upon the property of any such coopera-The president or vice-president executing tives shall be impaired by such consolidation such articles of concersion shall mnke and or merger. [L.1941, ch 185, } 19; June 30.] annex thereto an affidavit stating the provi-si ns f this section were duly complied with 17-1G20. Conversion of existing corpo-rations. Any cooperative corporation orga-in respect of such articles. The articles of con-nized under the laws of this state and supply-verson shall be deemed to be the articles of ing or authorized to supply electric energy incorporation of the cooperative. [L 1911, may be converted into a cooperative as defined ch.183, { 20 June 30.] by this act by complying with the following Reseanh and Practice Aidu requirements and shall thereupon become ElectricityC=3. subject to this act with the same effect as if C. J. S. Electricity 610. originally organized under this act: 17-1G21. Dissolution. (a) A coopera-(a) the proposit,on for the conversion of rive whMh has not commenced business may i such corporation mto a cooperative and pr - be dissohed by delivering to the secretary of posed articles of conversion to give effect state articles of dissolution which shall be thereto shall be submitted to a meeting of the executed and acknowledged on behalf of the members or stockholders of such corporation, cooperative by a majority of the incerporators the notice of which shall have attached thereto and which shall state: a copy of the proposed articles of conversion; (1) The name of the cooperative; (b) if the proposition for the conversion of such cooperative corporation mto a coopera-(2) the address of its principal office; tive and the proposed articles of conversion, (3) that the cooperative has not com-with any amendments, are approved by the menced business; affirmative vote of not less than two-thirds of (4) that any sums received by the coopera-the members of such cooperative corporation tive, less any part thereof disbursed for ex-at such meeting, or, if such corporation is a penses of the cooperative, have been returned stock corporation, by the affirmativs vote of or paid to those entitled thereto; 258 11z,9 202
Etzerme Coorcamvt, Noxenorrr, Mcuossuu Conr. 17 1G23 (5) that no debt of the cooperative is un-The board of trustees shall thereupon au-paid; and thorize the execution of articles of du, solu-(6) that a majority of the incorpor. tors tion, which shall be executed and acknowl. elect that the cooperative be dissolved. edged on behalf of the cooperative by its (b) A cooperative which has commenced president or vice president, and its seal shall busmess may be dissolved in the following be afRxed thereto and attested by its secretary. The members at any meeting shall The artic!cs of dissolution shall recite that manner: - approve, by the affirmative vote of not less they are executed pursuant to this act and than two-thirds of those members voting shall state: thereon at such meeting, a proposal that the (1) The name of the cooperative; cooperative be dissolved. Upon such ap-(2) the address of its principal ofBee; proval, a certificate of election to dissolve (3) the date on which the certificate of (hereinafter designated the " certificate"), ex-ciection to dissolve was filed by the secretary ecuted and acknowledged on behalf of the ofstate; ocoperative by its president or vice-president (4) that there are no actio.3 or suits pend-under its seal, attested by its secretary, and ing against the cooperative; stating: (5) that all debts, obligations and liabilities (1) The name of the cooperative; of the cooperative have been paid and dis. (2) the address of its principal ofRce; and charged or that adequate pruvision has been (3) that the members of the cooperative made therefor; and have duly voted that the cooperative be dis-(6) that the preceding provisions of this solved, shall, together with an affidavit made subsection have been duly complied with. by its president or vice-president executing the The president or vice-president executing certificate, stating that the statements in the the artic!cs of dissolution shall make.md certificate are true, be submitted to the secre-annex thereto an affidavit stating that the tary of state for filing. statements made therein are true. ( L. 1911, Upon the filing of the certificate and afli-ch.155, Q 21; June 30.] davit by the sceretary of state, the coopera-g,,., 3., tive shall cease to carry on its business except Referred to in 17 4622. to the extent necessay for _he wmding up thereof, but its corporate existence shall con-Research and Practice Aids: tinue ur,til articles of dissolution have been ElectncityC:>3. filed by the secretary of state. The board of C. J.S. Electricity { 10. trustees shall immediately cause notice of the 17.1622. Filing of articles of incorpora. dissolution proceedings to be mailed to each tion; fees. Articles of incorporation, amend-kT own creditor of and claimant against the ment, consolidation, merger,' conversion, or cooperative and to be published once a week dissolu'. ion, when executed and acknowledced for two successive weeks in a newspaper of and accompanied by such afEdavits as may be general circulation in the county in which tne required by applicable provisions of this act, principal office of the cooperative is located. shall be presented to the secretary of state for The board of trustees shall wind up and settle filing in the records of his ofSce. If the secre. the affairs of the cooperative, collect sums tary of state shall find that the articles pre-owing to it, liquidate its property and assets, sented conform to the requirements of this pay and discharge its debts, obligations and act, he shall, upon the payment of the fees as liabilities, and do all other things required to in this act provided, file such artic!cs in the wind up its business, and after paving or dis-records of his ofEco and upon such filing charging or adequatelv providing for the pay. the inccrporation, amendment, consolidation, ment or discharge of 'all its debts, obligations merger, conversion, or dissolution provided for and liabilities, shall distribute any remaining therein shall be in effect. The provisions of sums among its members and former members this section shall also apply to certificates of in proportion to the patronage of the respec-election,to dissolve and afRdavits excented in five members or former members during the connectmn therewith pursuant to subsection seven years next preceding the date of the (b) of section 21 (17-4621] of this act. (L filing of the certificate by the secretary of 1941, ch.185, { 22; June 30.] state, or if the cooperative has not been in 17-1623. Refunds to members. Reve-existence for such period, then during the nues of a cooperative for any fiscal vear in es-period of its existence prior to such filing. cess of the amount thereof necessary: 259 1129 203
17-4 G24 CORPORATIONS (a and m) aintenance of the facilitics of the co-To defray the expenses of the operation operative during such fiscal year; conditions as the board of trustecs shall de-(b) to pay interest and principal obliga-termine, to secure any indebtedness of the co-operative. tions of the cooperative coming due in such (b) A cooperative may not otherwise sell fiscal year; (c) to finance, or to provide a reserve for mortgage, lease or othenvise dispose of or en., the Snancing of the construction or acquisi-cumber all or a substantial portion of its prop-tion by the coo, perative of additional facili-erty unless such sale, mortgage, lease or other tions to the extent det rmined by the board of disposition or encumbrance is authorized by trustees; the afErmative vote of not less than a ma. (d) to provide a reasonable reserve for jority of all the members of the cooperative. working capital: [L. IM1, ch. IS5, { 24; L.1970, ch. 93, { 1; . (c) to provide a reserve for the payment of July 1.] mdebte.Iness of the coo ran,ve in an amount 4g
- 3. d. W itY d a b fu not less than the totafof the interest and debts of cooperative. No member shall be principal payments in respect thereof required liable or responsible for any debts of the co-to be made during the next following fiscal operative and the property of the members
' year shall, unless otherwise determined by a shall not be sub ect to execution therefor. [L i vote of the members, be distributed by the 1941, ch. IS5, { 25; June 30.] cooperative to its members and sons to whom the cooperative sup,to other per-17 4G2G Recordation of mortgages, cf. plies electric energy or other senices, as patronage refunds fect thereof. Any mortgage. deed of trust prorated in accordance with the patronage of or other instn. ment executed by a cooperative the cooperativo by the respective members doing business in this state pursuant to this and such other persons, paid for during such act, which affects real and personal property fiscal year: Procided, hoicccer, That such and which is recorded in the real property distribution shall not be made to any such records in any county in which such property other person until he has become a member of s located or is to be located, shall have the the cooperative. same force and effect as if the mortgage, deed If such other person of trust or other instrument were also re. member of the cooperat,does not become a ve within one year corded, filed or ir.dexed as provided by law after the amount of lus distributive share in the roper ofBcc in such county as a mort-or accumulated distributive shares caual the gage o Personal property.. A!! af'ter-acquired membership fee required by the bylaws of property of such cooperative desen. bed or re. A cocoerative, or if no membership fee is rerred to as being mortgaged or p? edged required, within two years after the declara-any such mortgage, deed of tmst or other m,m tion of any such patronage refund, he shall strument, shall become sub ect to the liea-cease to be entitled to such share or shares. thereof immediately upon the acquisition of t Nothine herein contained shall be construed such property by such cooperative, whether to prohibit the payn.ent by a cooperative of or not such property was in existence at the all or any part of its indebtedness prior to the time of the execution of such mortgage, deed date when the same shall become due. [L. of tmst or other instrument. 1941, ch.155, Q 23; June 30.] Becordation of any such mortgage, deed of Research and Practim Aids: trust or other instrument shall constitute no-ElectricityC=2. tice and othenvise have the same effect with C.J. S. Electricity i ll et seq. respect to such after-acquired property as it has under the laws relating to recordation, 17-4G24. Disposition of property a) The board of trustees of a cooperati e sh(all with respect to property owned by such co-have full power and authority, without au* operative at the time of the esecution of such thorization by the members thereof, to autho-mortgage, deed of trust or other instrument rize the execution and delivery of a mortgage and therein described or referred to as being or mortgages or a deed or deeds of trust of. mortgaged or pledged thereby. The lien or the pledgmg or encumbenng of, any or all upon personal property of any such mortgage, of the property, assets, rights, privileges, li-deed of trust or other instrument shall, after censes. franchises and permits of the coopers-recordation thereof[ continue in existence and five, whether acquired or to be acquired, and of record for the period of time specified therein without the refiling thereof or the filing wherever situated, as well as the revenues and of any renewal certificate, afBdavit or other 260 1129 204
Euctmc Coorenwrzvr, Nosenorrr, Menar.nsuu> Cor.r. 17-1G31 supplemental information required by the provisions of the Kansas securities act shall laws relating to the renewal, maintenance or um apply to any note, bond or other evidence extension of liens upon personal property, of indebtedness issued by any cooperative [L.1941, ch.185, { 26; June 30.] doing business in this state pursuant to this 17.1G27. Easements. No action or suit act to United States of America or any agency may be brought against a woperative doing or instn2 mentality thereof, or to any nwngage, business in this state pursuant to this act, deed of trust or other instrument executed to or against any agent, servant or emplo secur the same. The provisions of said se-thereof, by reason of the maintenance of efe'ce curities act shall not apply to the issuance c, c-tric transmission or distribution lines on any membership certificates by any cooperative. real property after the expiration of a period [L.1941, ch. iso, { 31;, June 30.] of two years of continuous maintenance of Research and Practice Aids: such lines without the consent of the per-Licensesc=>19. son or persons legally entitled to object to C. J. S. Licenses ( 31. such maintenance, [L.1941, ch.185, { 27; June 30.] 17-!G33. Invalidity of part If any pro. Law Review 6nd Bar Journal
References:
visions of this act, or the application of such provision to any person or circumstance is Application of statute rnentioned in a note, 4 held invalid, the remainder of the act and the K. L R. 592, 593 (1956). application of such provisions to other persons CASE ANNOTATIONS or circumstances shall not be affected thereby.
- 1. Ejectrnent action barred hereunder; dernurrer 0 C#p on of any sedon o{ tsd d seMg properly sustained. Clark v. Butler Rural E!cetrif;.
shall m. any way affect the m erpretation m cat 2on Ass *n,177 K. 344, 345, SIS, 279 P. 2d 240. this act or any part thereof. [L.1941, ch.155, 17 tG28. Trustees, officers or members { 32; June 30.] may take acknowledgments. No person who Research and Practice Aids: is authorized to take acknowledgments under Sta tutesC:>64( 2 ). the laws of this state shall be disqualiSed from c.J. s. Statutes t oc et seq. taking acknowledgments of instruments exe-cuted in favor of a cooperative or to which it 17-1G31. Annual report and franchise tax. a) Every corporation organized under the el(ectric cooperative act of this state shall is a party, by reason of being an ofilcer, trustee or member of such cooperative. [L.1941, ch. IS5, { 2S; June 30.] make an annual report in wnting to the secretary of state, showing the Enancial con-17.162P. [L. IJil, ch. IS5, 29; Re. dition of the corporation at the close of busi-pealed, L.1972, ch. 54, l 24; July 1.] ness on the last day of its tax period next 17.1G30. Jurisdiction of the state cor. Preceding the date of filing, but tf any such poration commission. Cooperatives doing wrp r tion s tax period is other than the business in this state persuant to this act shall e 1cndar year, it shall give notice thereof be subject to the jurisdictic., and control of to the secretary of state prior to December the corporation commission of this state as 31 f the year it commences such tax period. provided in chapter 66, Gei.cral Statutes of The report shall be filed at the time presenhed Kansas of 1935 as amerided as applying to Y I** f r filing the corporations annual electric utilities, exec $t as to issuance of se-hans s inmmg t x retm, except that if any curities. [L 1911, c.165, { 30; June 30.] such corporation sha!! receive an extension Ecscarch and Practice Aids: of time for filing its annual income tax tcturn Electricitvc >3. from the internal revenue service or pursuant C. J. S. Electricity ( 10. to subsection (c) of K. S. A. 1972 Supp. 79 3221, the time for filing the report here-17-1G31. Same; approval of mergers tmder shall be extended, correspondingiy, and consolidations. No merger or consolida. upon filing with the secretary of state a copy tion of.my cooperative, or corporation, orga. of the extension granted by the internal rev-nize ~ under the provisions of this act shall enue serv cc or the director of taxation. The become effective until the same has been ap-report shall be madt' on a fann provided by proved by the cor of . the state of Kansas.poration commission the secretary of state, containing the follow- [L.1941, ch.185, ; 3; ing information: June 30.] (1) The name of the corporation; 17-.1632. Securities, act exemption. The (2) The location of the principal office; 261 1129 205
~ 17 1701 CORPORATIONS (3) The name of the president, secretary Hedevelopment Authonty of the Cit) of Kansas C:t> and treasurer and the number of directors
- v. State Corp. Conun.,171 K. 5S1, SSG,236 P. 2d 752.
with the post office address of each; 17-4 70 G. [L.1943, ch.118, j 6, L.1951, (4) The number of memberships issued; ch. 206, { 7; Repealed, L.1953, ch.10G, { 19 (5) A balance sheet showing the financial L 1953, ch.133, { 1; June 30.] condition of the corporation at the close of business on the last day of its tax period next CASE ANNOTATIONS preceding the date of filing; and
- 1. 1943 statute as amended by 1951 act held if any, in the
'"c "* it"'*"2h ' Peri 21 ice"I "- Bede'"I Pme"' (6) The change or changes' annual report. particulars made sm.ce the last Authority of the City of Kansas City v. State Corp. Comm.,171 K. SS1, 556, 236 P. 2d 752. (h) Such reports shall be signed by the president, dee-president or secretary of the 17-1707, 17.1708. [L.1913, ch. IIS. oration, sworn to before an officer duly (( 7, S; Repealed, L.1953, ch.106, { 19, L. co au nriecd to administer oaths and forwarded 1953, ch.133, j 1; June 30.] to the secretary of state. At the time of filing 17-4709. [L 1913, ch. IIS, 9, L.1931, such annual report, each such corporation ch. 206, j S; Repealed, L 1953, ch.10G, { 19, shall pay an annual franchise tax of twenty L.1953, ch.133, 1; June 30.] dollars (520). [L.1972, ch. 54, { 20, L.1973' ch. 90,
- 3. April 9.]
CASE ANNOTATIONS 1. 1943 statute as amended by 1951 act held Article 47.-URBAN RENEWAL LAW unconstitutional, special legislation. Redes clo.sment Authority of the City of Kansas City v. State Corp. Comm.,171 K. SSI, SS6, 236 P. 2d 752. Crou Ecferences ta Related Sect. ions: Stumcipal housing laws, see 17-2336 to 17-2365. 17-4710. [L.1913, ch.118, { 10; Re-PC*N E'E #'I4 ' E'E U-Law nesicw nud Bar Journal Heferences: Cer tain repealed sections hereunder, relating to J"" estabbshmg rednc!opment authority, mentioned in 17-1711. [L.1943, ch.118, { ll: L 1951, ancuume constitutionahry of general and special ch. 206, { 9, Repealed, L.1953, ch.10G, { 19 la luchard B. Dyson,13 K. L. R.103,105,100 L.1953, ch.133, { 1; June 30.] ACT Ol' 1943 AND Ah!END5 TENTS CASE ANNOTATIONS
- 1. 1943 statute as amended by 1951 act held Resisor's Note:
unconstitutionah special legalation. Eedn clopment New act, see 17-4742 to 17-4761. Authority of the City cf Kansas City v. State Corp. Comm.,171 K. 581, 556, 236 P. 2d 762. 17-1701,17-4702. [L 1913, ch.118, (( 1, 2. Hepealed, L.1953, ch.106, { 19; L 17-4712, 17-4713. [L 1913, ch.11S, 1953, ch.133, 1; June 30.] (( 12,13; Repealed, L.1953,'ch.106, { 19, L. CASE ANNOTATIONS I7"UId M II*UIO* b (( 14 to IS; L.1951, ch. 206, (( 10 to' Cb IE'
- 1. Act held unconstitutional; special !cgislation.
Rednclopment Authonty of the City cf Kansas City 14; Re-state Ccrp. Conun. 171 K. 581, 582, 584, 555, pealed, L.1953, ch.106, { 19; L.1953, ch.133, v. SS7, 593,236 P.2d 782. { 1; June 30.] 17-4703 to 17 4703. [L 1943, ch.118, CASE ANNOTATIONS (( 3 to 5, L.1951, ch. 206, (( l to 3; Repealed,
- 1. 1913 statute as amended by 1951 act he!d L.1953. ch.106, { 19; L 1953, ch.133, { 1; s ecial !<gislation. Redevelcpment urconstitutional; d,ity of Kansas City v. State Corp.
June 30.] Authonty of the Comm.,171 K. 5S1, 556, 236 P. 2d 752. CASE ANNOTATIONS U-M M. R. m3, ch m, { R Re-
- 1. 1943 act as amended by 1951 statute held unmnstitutienal. special legislation. Redevelopment Pealed, L.1953, ch.106, { 19; L.1953, ch.133, Authonty of the City of Kansa. City v. State Corp.
( 1; June 30.] N,'"$5. 236 P. 2d '78. 3' I7-4720,17-4721. [L.1913, ch. IIS, (( 20, 21; L.1951, ch. 206, (( 15,16; Re-17-1705a to 17-4703d. [L 1951, ch. peaM L 1953, ch.106, { 19, L.1953, ch.133, 206. (( 4 to 6; 17; Rep {ealed, L.1953, ch.106, -{ 1; June 30.] { 19, L 1953, ch.133, 1; June 30.] CASE ANNOTATIONS CASE ANNOTATIONS 1.1983 statute as amended by 1951 act held
- 1. Act held unconstitutional; special legislation. unconstitutional; special legislation. Redevelopment 262
?00RORGNM 1129 206
+ KANSAS ELECTRIC POWER COOPERATIVE, INC. TOPEKA, KANSAS EXAMINATION REPORT FOR THE PERIOD JANUARY 1. 1978 TO DECEMBER 31. 1978 SCHMIDT & COMPANY CERTIFIED PUBl.lC. ACCOUNTANTS KANSAS CITY. MISSOURI 1129 207
KANSAS ELECTRIC POWER COOPERATIVE, INC. Topeka, Kansas I f 1 i I i i I i EXAMINATION REPORT 1 f For The Period January 1,1978 to December 31, 1978 1 i I i 1129 208 J .c.,.-..o.........co.....
Kansa. ower Cooperative, Inc.
- peka, Kansas INDEX filEE Trustees, Alternates and Executive Committeo..........................
1 Accountants' Report................................................... 2 Exhibit A Balance Sheet as of December 31, 1978.................. ,3 Exhibit A-1 Comparative Balance Sheet December 31, 1977 and December 31, 1978................ 4 Exhibit A-2 Statement of Changes in Financial Position Statement of Changes in Working Capital................ 5 Exhibit B Utility Plant.......................................... 6 Hi s t o ry a nd O rg a ni z a t i o n.............................................. 7 Balance Sheet Comments.................................. 7 t I12? 209
1 Kansas Electric Power Cooperati ve,. Inc. Topeka, Kansas BOARD OF TRUSTEES Cooperative Trustee Alternate Altamont, Kansas L. G. Dulavey Lester Murphy, Jr. Belleville, Kansas Everett L. Ledbetter F. J. Raleigh Burlington, Kansas Dean Martin Alfred Meyer Cedar Vale, Kansas Walter David Robert Brown Cheney, Kansas Jack S. Hutchinson Gene Porter Clay Center, Kansas Charles W. Ellis Raymond James Council Grove, Kansas Gerald Ridenour Wilmer Tischhauser Dodge City, Kansas Ray Sprenkle Ralph V. Sherer El Dorado, Kansas Wilbur C. Reed Wayne Seward Ellsworth, Kansas A. D. Paull Larry D. Kilian Empori a, Kansas R. D. Speece Larry Scott Fredonia, Kansas Howard L. Sell Marvin Freidline Girard, Kansas Ray Taylor Marvin Lewis Great Bend, Kansas Jack D. Goodman LaVern Becker Horton, Kansas Dale'Bodenhausen Alva Amon Hutchinson, Kansas Wesley Nunemaker Curtis Stubbs Iola, Kansas Wesley R. Clendenen Elmer Nichols Lindsborg, Kansas Verner E. Lundquist Gilbert Bengston Mankato, Kansas Clarence Beck Jim Gouldie Meade, Kansas Otes Allison H. L. Murphey McLouth, Kansas W. A. Ousdahl Fred Johnson Norton, Kansas Phil Lesh Lynn Morford Pratt, Kansas Robert Ahrens Frederic Moore Solomon, Kansas James F. Schmidt William McCallum Wamego, Kansas Kenneth L. Erickson Lester Marten Wellington, Kansas Max Kolarik Garland Price EXECUTIVE COMMITTEE Charles W. Ellis President James F. Schmidt Phil Lesh Vi ce-Presi den t Allen D. Paull Secretary l Trearurer l' Max Kolarik Otes Allison Wilbur Reed I 9 MANAGEMENT Charles Ross Executive Vice-President 1129 210 i
2 S C H M I D T 8t COMPANY CERTIFIED PUBLIC ACC OUNTANTS re s t naa. s t ate, KANSAS CITY, MISSOURI 64108 ma necas o,,-c .retan i=senova Tr6te-o~t o, ca. .,.c o.v.t.c.cco.... s (e o).z-4oza January 29, 1979 Board of Directors Kansas Electric Power Cooperative, Inc. Topeka, Kansas Gentlemen: We have examined the balance sheets of the Kansas Electric Power Cooperative, Inc. Topeka, Kansas as of December 31, 1978 and 1977 and the related statements of changes in financial position for the years then ended. Our examinations were made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as se considered necessary in the circumstances. 1 I i In our opinion, the financial statements referred to above, present fairly the financial position of the Kansas Electric Power Cooperative, Inc., Topeka, Kansas, at December 31, 1978 and 1977, in conformity with generally accepted accounting principles applied on a consistent basis. SCHMIDT & COMPANY ,/ ~ ~ W. G. Schmidt, Partner 1129 211
3 Exhibit A Kansas Electric Power Cooperative, Inc. Topeka, Kansas BALANCE SHEET December 31, 1978 ASSETS AND OTHER DEBITS Plant General plant 24,112.72 Less: Accumulated depreciation 11,269.37 Depreciated Valuo S 12,843.35 Investments Equities in other organizations 9,880.50 Current Assets Cash 7,755.67 Accounts receivable 17,439.29 Prepaid expenses 1,440.17 Total Current Assets 26,635.13 Deferred Debits Organization expense 1,067.50 Research and development 1,873,827.61 Total Deferred Debits 1,874,895.11 TOTAL ASSETS AND MHER DEBITS $1 924 2_5L O9 2 t MEMBERS' EQUITY AND LI ABILITIES Capital Equities Memberships 2,700.00 Current Li abili ti es Notes payable (CFC) $1,352,000.00 Accounts payable 10,602.62 Accrued property taxes 1,013.59 Accrued withholding tax 635.40 mployee savings 21.88 Total Current Liabilities 1,364,273.49 Deferred Credits - Advances for research and development 557,280.60 TMAL MEMBERS' EQUITY AND LI ABILITIES $ 1,_9 24,.2 54. 0!! 1129 212
.g Exhibit A-1 i Kansas Elcetric Power Cooperative, Inc. Topeka, Kansaa i COMP /.3TIVE BALANCE SHEET December 31 December 31 Increase 1978 1977 (Decrease) ASSETS Plant General plant 24,112.72 22,524.54 1,588.18 Less : Accumulated depreciation 11,269.37 6,756.67 4,512.70 Depreciated Value 12,843.35 15 767.87 (2,924.52) Investments Equities in other organizations 9,880.50 3,649.50 6,231.00 Current Assets Cash 7,755.67 2,648.12 5,107.55 Accounts reccivable 17,439.29 17,489.11 (49.82) Prepayments 1,440.17 1,347.67 92.50 Total 26,635.13 21,484.90 5,150 23 Deferred Debits 1,874,895.11 1,502,832.67 372,0G2.44 TOTAL ASSETS $1,924.254.09 $1.543,734.94 $ 380,519.15 MEMBERS' EQUITY AND LI ABILITIES Capital Equi ties Memberships 2,700.00 2,700.00 $ Current Liabili ties Notes payable 1,352,000.00 860,000.00 492,000.00 l Accounts payable 10,624.50 26,837.05 (16,212.55) Accrued taxes 1,648.99 1,312.04 336.95 Total 1,364,273.49 888,149.09 476,124.40 Deferred Credits 557,280.60 652,885.85 (95,605.25) TOTAL MEMBERS ' EQUITY AND LIABILITIES $1.924 254.09 $1.543,734.94 $380, 519.15 2 1129 21
5 Exhibit A-2 1:ansas Electric Power Cooperative, Inc. Topeka, Kansas STATEMENT OF CHANGES IN FINANCIAL POSITION For The Year 1978 FUNDS RECEIVED $492,000.00 Loans from CFC $4_92_ 000. 00 Total Funds Received FUNDS APPLIED 1,588.18 Of fice furniture & equipment 21,025.83 Increase in working capital Research & Development: Per Exhibit A-1 $372,062.44 Add: Member advances applied 95,605.25 6,231.00 Capital credits applied 473,898.69 Deduct: 4.512.70 Depreciation included 469,385.99 Funds devoted to research $492,000.00 TOTAL FUNDS APPLIED STATEMENT O CHANGES y WORKING CAPITAL INCREASE y WORKING CAPITAL 5,107.55 Increase in cash 92.50 Increase in prepaid expenses 16,212.55 Decrease in accounts payable $ 21,412.60 Total DECREASE I_N WORKING CAPITAL S 49.82 Decrease in accounts receivable 336.95 Increase in accrued taxes 386.77_ Total 3 1129 214
6 Exhibit B Kansas Electric Power Cooperative, Inc. Tooeka, Kansas UTILITY PLANT Balance Balance 1-1-78 Additions Reti rements 12-31-78 General Plant Transportation equipment $14,538.92 -0 $14,536.92 Office furniture & fixtures 7,985..:2 1,588.18 9,573.80 Total 22,524.54 1,588.18 24,112.7; i Depreciation Transportation equipment (1) 5,309.89 3,634.73 8,944.62 1 Office furniture a fixtures (2) 1,446.78 877.97 2,324.75 Total 6,756.67 4,512.70 11,269.37 Depreciated Value $_12 843.35 1 l l (1) 25% declining balance (2) 10% i I i 1 e I a ) I 1 1 I 1 i I 1 1 dn. 215 I ac.- o, a ca... ca v. o evwc acco.....
7 l, !!istory and 0 canization at Articles of Incorporation adopted by six clectric distributinn cooperatives Kansas were filed with the Secretary of State, February 13, 1975 for the Incorporation of Kansas Electric Power Cooperative, Inc., pursuant to the Electric Cooperative Act, K. S. A. 17-4601 and other applicable laws. It is a nonprofi t cooperative with perpetual existence. Bylaws of the corporation do not restrict membership to electric cooperatives. Each active member has a representative on the Board of Trustees. The membership fee is $100 and at audit date the corporation I had twenty-six active members. Balance Sheet Comments Exhibit B, page 6 of this report pre-l Plant t General plant $24,112.72 sents a detailed statement of general l Less: Depreciation 11,269.37 p an fc es nd changes in the Depreciated Value $_12,843.35 plant accounts during 1978 Acquisi-tions include two calculators, two desks, two chairs and two bookcases. l Equities in other organiza-Investments I Equities in other organizations $9,880.50 tions include the following I National Rural Utilities Cooperative Finance Corporation I Washington, D. C. Membership $1;00!.00 l Capital credits 8,778.00 $9,778.00 l Kansas Electric Cooperatives, Inc. l Topeka, Kansas 10.00 l Membership National Rural Electric Cooperative Association Wa s hi ng t o n, D. C. 10.00 Membership Federated Rural Electric Insurance Corporation Madison, Wisce. sin Preferred stock 82.50 $.9, 8_S 0. 50 Total i Cash The general fund of the coopera-Working f und 50.00 tive is in the custody of the General fund 7,705.67 Total $7.755.67 l Topeka, Kansas. We examined all checks honored by the bank during 1978 and traced the checks to detailed computer listings. Special attention was directed to authorized signatures and to classifi-l cation of the expenditures. We reconciled the bank statement with the cooperative's 300R ORGINA na m l o
g books and compared our reconciliation with one prepared by the cooperative. Particular attention was directed to the outstanding checks at the beginning and Written confirmation of the bank balance was obtained f rom the end of the year. bank, a member of the Federal Deposit Insurance Corporation. 6 We reviewed the subsidiary Accounts Receivable $17.439,29 ledger of accounts receivable Accounts re-and determined it was in balance with the ledger control account. ceivable consist primarily of expenses incurred by KEPCo assisting its memberc in I wholesale rate cases and travel advances to KEPCo staff members: f l Member cooperatives Less than thirty days old $14,611.15 i 50G.73 Thirty to ninety days old l Over ninety days old 1,967.60 17,085.48 353.81 Due from KEC Total $17,439.29 Negative confirmation requests were mailed to the extent deemed neces ry. Insurance policies were Prepaid Expenses Unexpired insurance $ 640.17 examined and the unexpired Travel advances 800.00 insurance premiums computed. Total $1.440_,17 We listed the policies, ob-served they were made payable to the cooperative and ascertained all were in effect at audit date. I i i i i i I 1129 217. l l
9 The type of insurat.ce and the amount in ef fect at audit date were as follows: Type g Insurance Amount General public liability Dodily injury $500/1,000,000 Property damage 200/200,000 Workmen's compensation Statutory Fidelity insurance (blanket crima) 50,000 Automobile Bodily injury 500/1,000,000 Property damage 200,000 Collision $100 deductible Fire and extended coverage Contents of rented office 7,500 Travel advances included: Joe llamman $150.00 O. W. Taylor 150.00 Jerry Haahr 150.00 Dave Larson 50.00 Joe Mulholland 150.00 lloburg bec 150.00 Tota 1 $800 00 u Deferred Debits Kansas Electric Power Organization expense 1,067.50 Cooperative, Inc., was Research & development 1.873.827.61 Tota 1 $1. 874,895.11
- E"" *"
E# U additional power. The cooperative selected Southern Engineering Company to provide engineering services and the firm of Kassebaum and Johnson to provide legal services. It is hoped that this effort will result in acquisition of generation capacity and transraission capabilities in cooperation with other utilities in the stato. Costs have been incurred with a number of projects and four projects are involved at audit date. Financing of these projects is provided by member assessments and by short-ter:r. loans from National Rural Utilities Cooperative Finance Corporation (CFC), Washington, D. C. 1129 218
10 cost s Until it is determined whether actual construction results f rom the ef fort, are being def erred and consist of the f ollowing as of December 31, 1978: Research Projects KCP&L KPLL KGE Ilydro CTO Labor $ 563.85 $ 300,888.22 $ 1,499.83 $ 45,334.03 Payroll taxes 10.48 27,186.71 90.95 4,736.G2 Employee benefits 81.29 38,653.84 240.40 5,662.18 Travel 435.79 49,526.71 96,10 9,407.00 Public relations 347.71 2,07 Rent 42.79 9,629.20 91.89 2,119.76 Building costs 35.73 10,355.35 70.34 1,991.56 Leasing & maintenance 14.34 8,994.27 62.84 2,096.35 Depreciation 30.70 19,240.60 90.22 5,946.35 Insurance 7.05 2,170.93 21.07 473.20 Property tax 7.91 3,010.65 71.14 735.02 Meetings 23.65 84,427.37 4,618.38 Engineering 351,131.27 14,722.56 Computer 25,594.57 S uppli es 31.65 17,264.26 54.28 2,625.32 Postage 24.64 9,979.79 82.24 1,545.73 Telephone 45.27 19,672.85 132.13 3,355.82 l Legal 275.00 509,380.67 5,134.60 l Contingencies 725.00 i S ubsc ri pti ons 87.00 3,648.33 232.43 Interest 179.96 153,424.90 423.31 863.93 Auditing 1,300.00 Personnel costs 5.35 75,173.27 11.05 11,743.26 Consultants 234.82 15,879.82 7,500.00 Total ($1,873,827.61) $2.484,98 $12 37.25_8.5_8 $1_0.53 9._86 ${23 S44.19 t Capital Equities Membership certificates have Memberships $2,700.00 been issued to twenty-seven cooperatives in Kansas. One member dropped its membership but the fee was not refunded. f Current Li abili ti es We examined invoices paid l Notes payable $1,352,000.00 subsequent to the audit date, Accounts payable 10,602.62 made inquiries concerning Accrued property tax 1,013.59 Accrued withholding tax 635.40 possibic unrecorded li abili-Employee savings 21.88 7 Total $1.364;273.49 the cooperative's attorneys, the association had no cor..ingent liabilities at audit: date. The cooperative has a line of credit with the National Rural Utilities Cooperative Finance Corporation (CFC) in the amount of $2,500,000.00 and at audit date had I borrowed $1,352,000.00. Interest on the short-term loan varies monthly with market 1127 219
33 and at December 31, 1978 was 11.75%. Tho line of credit i s arranged on a yearly basis and both the line of credit and any amounts advanced become due March 23, 1979. Members of KEPCo have guaranteed payment to CFC f or any amounts advanced to KEPCo plut interest. We obtained written confirmation of the notes payable to CFC at audit date. Interest is paid quarterly, Inasmuch as KEPCo is operated under common management with KEC, overhead costs incurred by KEC applicable to KEPCo are billed to them at the end of each conth. The amount billed and unpaid at December 31, 1978 amounted +.o $10,602.62. Property { taxes payable represent one-half of the 1978 taxes assessed per statements on file j in the cooperative's office. Withholding tax was withheld f rom employees during l the last quarter of 1978 and is payable to the State of Kansas. l Deferred Credits Advances for research & development $ 5 57 280_._6_0 Capital for KEPCo, 2 i formerly KEC's power and energy department, is provided by member assessments and by short-term loans from CFC. One agreement provided for five assessments of $600.00 per member plus $0.15 per KWH sold by the member in 1972. Sunflower Electric Cooperative and its members are to pay 75% of this amount. The other agreement provided for assessments of $0.25 per KW. The first agreement was to provide funds to operate the department, while the second vas to fund engineering, legal, etc. costs involved in negotiations with other utilities. In 1976 the Board of Directors of KEPCo charged $96,649.40 of deferred research and development costs against capital derived under the first agreement and in 1978 KEPCo charged another $95,605.25 against advances provided by members. i A i i i i i I 1129 220
12 At audit date the advances appeared as follows: KEC odministrative funds (seven assessments) $140,143.50 Less: Board action 1976. $96,649.40 Assessment not paid. 646.00 Board action 1978 42,848.10 $1_40,143.50 Engineering, legal, etc. (seven assessments) S610,037.75 Less: Board action in 1978 52,757.15 Balance December 31, 1978 $557,280_.60 ? 1 1 1 I 1 1 1 l 1 1129 221 l .,.c...u..........ecu.......
s KANSAS ELECTRIC POWER COOPERATIVE, INC. TOPEKA. KANSAS EXAMINATION REPORT FOR THE PERIOD JANUARY 1. 1977 TO DECEMBER 31. 1977 SCHMIDT & COMPANY CERTIFIED PUBLIC ACCOUNTANTS KANSAS CITY. MISSOURI 1129 222
KANSAS ELECTRIC POWER COOPERATIVE, 'NC. Topeka, Kansas EXAMINATION REPORT For The Period January 1, 1977 To December ?.1, 1977 l 1129 223 .c-e,.c..c...........m.....
Kansas Electric Power Cooperative, Inc. Topeka, Kansas INDEX Page Trustees, Alternates and Executive Committee,. 1 Accountants' Report........................................................ 2 E xhibit A Balance Sheet as of December 31, 1977....... 3 Exhi bi t A-1 Comparative Balance Sheet December 31, 1976 and December 31, 1977.... 4 Exhi bi t A-2 Statement of Changes in Financial Position. Statement of Changes in Working Capital.............. 5 Exhibit B Utility P1 ant................................................ 6 history and Organization................................................... 7 Balance Sheet Comments..... 7 1129 224
~ l Kansas Electric Power Cooperative, Inc. Toreka, Kansas BOARD OF TRUSTEES Cooperative Trustee Alternate Alt 2mont, Kansas L. G. Dulavey Lester Murphy, Jr. Belluville, Kans:s Everett L. Ledbetter F. J. Raleigh Burlington, Kansas Dean Martin Lyle IIerriott Cedar Vale, Kansas Fred S. Freeman Walter David Cheney, Kansas Jack S. Ilutchinson Gene Porter Clay Center, Kansas Charles W. Ellis Raymond James Council Grove, Kansas Gerald Ridenour Wilmer Tischhauser Ralph V. Sherer Dodge City, Kansas Ray Sprenkle ~ El Dorado, Kansas Wilbur C. Reed Ed lielmer/ John Entz Ellsworth, Kansas A. D. Paull Larry D. Kilian Emporia, Kansas R. D. Speece Larry Scott Fredonia, Kansas l{oward L. Sell Marvin Freidline G i ra rd, Kansas Ray Taylor Marvin Lewis Great Bend, Kansas Jack D. Goodman LaVern Becker Iforton, Kansas Ivan A. King Alva Amon liutchinson, Kansas Wesley Nuncmaker Curtis Stubbs Iola, Kansas Wesley R. Clendenen Vernon Speakes Lindsborg, Kansas Verner E. Lundquist Gilbert Bengston Mankato, Kansas Clarence Beck Jim Gouldio Meade, Kansas Otes Allison II. L. Murphey NcLouth, Kansas W. A. Ousdahl Robert Feiring/ Fred Johnson No rt on, Kansas Phil Lesh Lynn Morford l Pratt, Kansas Robert Ahrens Frederic Moore Solomon, Kansas James F. Schmidt William McCallum Wamego, Kansas Kenneth L. Erickson Lester Marten l Wellington, Kansas Max Kolarik Garland Price l EXECUTIVE COMMITTEE lioward L. Sell President Charles W. Ellis Vice-President Phil Lesh ~ Secretary James F. Schmidt Treasurer Max Kolarik Everett L. Ledbetter A. D. Paull I 1129 225
2 S C H MI D T & COMPANY CERTIFIED PUBLIC ACCOUNTANTS res? Maias stactT MANSAS CITY, MISSOURs 64108 me metas or vne. ance..=stnuta Tr6cc=o=c OF CtaferirD Pwatic accow=TahTS (816) als - d624 January 30, 1978 Board of Trustees Kansas Electric Power Cooperative, Inc. Topeka, Kansas Gentlemen: l I We have examined the balcnce sheets of the Kansas Electric Power Cooperative, Inc., l Topeka, Kansas as of December 31, 1977 and 1976 and the related statements of changes in financial position f or the years then ended. Our examinations were made in accordance with generally accepted auditing standards, and accordingly included ,such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the financial statements referred to above, present f airly the financial position of the Kansas Electric Power Cooperative, Inc., Topeka, Kansas, at December 31, 1977 and 1976, in conformity with generally accepted accounting principles applied on a consistent basis. J SCIB!IDT & CO:4PANY l' -r / W. G. Schmidt, Partner I i o i I i t I 1129 226 I l
3 Exhibit A Kansas 1:1cctric Power Cooperative, Inc. Topeka, Kansas BALANCE SEEET December 31, 1977 e ASSETS AND OTHER DEBITS Plant 22,524.54 General plant Less: Accumulated depreciation 6,756.67 15,767.87 Depreciated value Investments 3,649.50 Equities in other organizations Current Assets 2,648.12 Cash Accounts receivable 17,489.11 1,347.67 Prepaid insurance 21,484.90 Total Current Assets Deferred Debits Organization expense 1,067.50 Research & development 1,501,765.17 1,502,b32.67 Total Deferred Credits S1 543,734.94 TOTAL ASSETS AND OTIIER DEBITS 3 l' MEMBERS' EQUITY AND LI ABILITIES Capital Equities S 2,700.00 Memberships Current Liabilities Notes payable 860,000.00 Accounts payable 26,837.05 778.84 Accrueu property taxes 533.20 Accrued withholding tax Total Current Liabilities 888,149.09 Deferred Credits Advances for research & development 652,885.85 TarAL MEMBERS' EQUITY AND LI ABILITIES $_1_,13 3_, 7 3 4. 94 1129 227 . -............... ~.....
4 Exhibit A-1 Kansas Electric Power Cooperative, Inc. Topeka, Kansas COMPARATIVE BALANCE SHEET December 31 December 31 Increase 1977 1976 (Decrease) ASSETS Plant General plant 22,524.54 20,627.87 1,896.67 Less: Accumulated depreciation 6,756.67 3,071.46 3,685.21 Depreciated Value 15,767.87 17,556.41 (1,788.54) Investments Equities in other organizations 3,649.50 1,000.00 2,649.50 Current Assets, Cash 2,648.12 4,271.94 (1,623.82) Accounts receivabic 17,489.11 600.00 16,889.11 Prepayments 1,347.67 1,347.67 Total 21,484.90 4,871.94 16,612.96 Deferred Debits 1,502,832.67 1,054,276.74 448,555.93 TOTAL ASSETS $1,543,734.94 $1,077,705.09 $466 029.85 m MEMBERS' EQUITY AND LI ABILITIES Capital Equities Memberships 2,700.00 2,700.00 $ Cu rren t Liabilities Notes payable 860,000.00 392,000.00 468,000.00 Accounts payable 26,837.05 30,119.24 (3,282,19) Accrued taxes 1,312.04 1,312.04 Total 888,149.09 422,119.24 466,029.85 Deferred Credits Advances for research a development 652,885.85 652,885.85 TOTAL MEMBERS' EQUITY AND LIABILITIES $1,543.734.94 $1 077,705.09 $466,029.85 1 Note: 1976 balance sheet af ter transfer of assets and liabilities f rom KEC in the amount of $1,075,651.09 f h c t i129 228 -..a
5 Exhibit A-2 Kansas Electric Power Cooperative, Inc. Topeka, Kansas STATEMENT OF CHANGES IN FINANCIAL POSITION For The Year 1977 FUNDS RECEIVED Depreciation (Exhibit B, page 6) 3,685.21 Deduct: Capital credits (no funds received) 2,649.50 1,035.71 Decrease in working capital 449,416.89 FUNDS AVAILABLE $450 4_52 f10 1 l FUNDS APPLIED Investments plant (Exhibit B, page 6) 1,896.67 Deferred research a development cost 448,555.93 TOTAL FUNDS APPLIED $450 452.60 1 STATEMENT OF CIIANGES IN WORKING CAPITAL DECREASE IN WORKING CAPITAL Decrease in cash 1,623.52 Notes payable CFC 468,000.00 Increase in accrued taxes 1,312.04 Total Decrease in Working Capital 470,935.86 INCREASE IN WORKING CAPITAL Increase in prepayments 16,889.11 Increase in accounts receivable 1,347.67 Decrease in accounts payable 3,282.19 Total Increase in Working Capital 21,518.97 NET DECREASE IN WORKING CAPITAL $449,416.89 110 ') 7 Q l li LL/ .c -.e. c.... u.........~c.co......
6 Exhibit 11 Kansas Electric Power Cooperative, Inc. Topeka, Kansas UTILITY PLANT Balance Balance 4-1-77 Additions Retirements 12-31-77 General Plant Transportation equipment $14,538.92 $ $ $14,538.92 Office furniture & fixtures 6,088.95 1,896.67 7,985.62 Total 20,627.87(1) 1,896.67 22.524.54 Depreciation Transportation equipment (2) 2,233.55 3,076.34 5,309.89 Office furniture & fixtures (3) 837.91 608.87 1.446.78 Total 3,071.46 (1) 3,685.21 6,756.67 $15 767.87 Depreciated Value m (1) Transferred from KEC to KEPCO. (2) 25% declining balance. (3) 10%. 1129 230
7 !!istory and Organization Articles of Incorporation adopted by six electric distribution cooperatives of Kansas were filed with the Secretary of State, February 13, 1975 for the Incorporation of Kansas Electric Power Cooperative, Inc., pursuant to the Electric Cooperative Act, K. S. A. 17-4601 and other applicable laws. It is a nonprofit cooperative with perpetual existence. Bylaws of the corporation do not restrict membership to electric cooperatives. Each active member has a representative on the Board of Trustees. The membership fee is $100 and at audit date the corporation had twenty-six active members. Balance Sheet Comments Plant During the past year, the association General plant $22,524.54 acquired three vehicles and office Less: Depreciation 6,756.67 f urniture and equi pment from h.ansas Depreciated Value $ 15. 767. 87 Electric Cooperative Power and Energy Department. The association also purchased a telecopier, calculator, desk, chair, files and book case. Investments Equities in other organizations Equities in other organizations $3.649.50 include the following: National Rural Utilities Cooperative Finance Corporation Washington, D. C. Membership $.,os0.00 Capital credits 2,607.00 $3,607.00 Kansas Electric Cooperatives, Inc. Topeka, Kansas Membership 10.00 National Rural Electric Cooperative Association Washington,4). C. Membershi, 10.00 Federated Rural Electric Insurance Corporation Madison, Wisconsin Preferred stock 22.50 Total $3 649.50 1 Cash The general fund of the association is in General fund $2.648.12 the custody of,the Fairlawn Plaza State Bank, Topeka, Kansas. We examined all checks honored by the banks during 1977 and traced the checks to detailed computer . listings. Special attention was directed to authorized signatures and to classific. ton of the expenditures. The bank balance was reconciled by us and our reconciliation was compared with one prepared by the cooperative. Particular 1!29 231
8 attention was given the outstanding checks at the beginning and end of the year. Written confirmation of the bank balance was obtained f rom the bank, a member of the Federal Deposit Insurance Corporation. Accounts Receivable $17.489.11 We reviewed the subsidiary ledger of accounts receivable and determ.ned it was i in balance with the ledger control account. Accounts receivable consist of the following: Member cooperatives $17,089.11 Employee advances 400.00 Total $17.489.l_1 Negative confirmation requests were mailed to the extent deemed necessary. Prepaid' Insurance Insurance policies were examined and the Unexpired insurance $ 580.75 unexpired insurance premiums computed. We Employees' insura nce 766.92 listed the policies, observed they were Total $ 1:. 347. 67 made payable to the cooperative and ascertained all were in effect at audit date. The type of insurance and the amount in effect at audit date were as follows: Type of Insurance Amount General public liability Bodily injury $500/1,000,000 Property damage 200/200,000 Workmen's compensation Statutory Fidelity insurance (blanket crime) 100,000 Automobile Bodily injury 500/1,000,000 Property damage 200,000 Collision $100 deductible ~ Deferred Debits Kansas Electric Power Cooperative, Inc., Organization expense 1,067.50 was organized to provide additional Research & development 1,501,765.17 The cooperative selected Total $1,502.832.67 Southern Engineering Ccmpany.to provide engineering services and the firm of Kassebaum and Johnson to provide legal services. It is hoped that this effort will result in acquisition of generation capacity and transmission capabilities in cooperation ith other utilities of the state. The cooperative costs, as well as, the engineering and legal fees involved, are being financed' by capital assessments to the members of KEPCO and by short term loan funds from the National Rural Utilities Cooperative Finance Corporation, Washington, D. C. (CFC). Until it is determined whether actual construction results 1129 232
9 from the effort, costs are being deferred and consist of the following as of December 31, 1977: Legal $ 462,957.23 Engineering 386,861.81 Labor 322,150.40 Travel 44,648.58 Overhead 47,731.05 Committee expense 54,185.88 Supplies 15,277.97 Communica ti ons 22,920.74 Miscellaneous 145,031.51 Total $1.501,765.17 Capital Equities Membership certificates have been Memberships $2.700.00 issued to twenty-seven cooperatives in Kansas. One member dropped its membership during the past year but the fee was not refunded. Current Liabilities We examined invoices paid subsequent Notes payable $860,000.00 to the audit date, made inquiries Ac ued pr pe t taxes 8 84 concerning possible unrecorded liabilities Accrued withholding tax 533.20 and in the opinion of the cooperative's Total $888,149.09 sociation had no contingent liabilities at audit date. During 1977 the cooperative obtained a line of credit from the Na tional Rural Utilities Cooperative Finance Corporation (CFC) in the amount of $1,500,000.00 af ter members of KEPCO guaranteed repayment of the loan f rom CFC. At December 31, 1977, KEPCO had borrowed $860,000.00 for one year due March 24, 1978 The interest on these loans varies with market but at audit date the rate was 8.25%. Confirmation of the obligation was obtained f rom CFC. Accounts payable at audit date consisted or the following: Kansas Electric Cooperatives, Inc. $ 9,004.52 l Southern Engineering E,017.69 Kassebaum & Johnson 5,110.93 Hoburg Lee 1,117.96 William C. Wise 1,474.28 Maupintour 1,140.00 Others 971.67 Total $26,837.05 1129 23]f i
I. I y Kansas Electric Power Cooperative Topeka, Kansas Audit Journal Entries December 31, 1977 Account Debit Credi t (1) Other investments 123.0C S 10.00 Preliminary survey 183.52 S 10.00 To reclassify membership fee paid NRECA. (2) Miscellaneous income 421.00 741.00 Preliminary survey - miscellaneous 183.82 741.00 ) To reclassify capital credits issued by CFC. ( (3) Preliminary survey - miscellaneous 183.82 7.68 Accrued property taxes 236.1 7.68 To adjust 1977 property taxes. 1 (4) Prepaid benefits 165.00 631.23 Preliminary survey 183.82 330.87 9 Preliminary survey 183.84 24.21 Prelimina ry survey 183.85 4.04 Preliminary survey 183.86 20.18 Preliminary survey 183.87 8.07 Preliminary survey 183.83 16.14 Prepaid insurance 165.10 149.85 Preliminary survey 183.02 77.87 To, adjust prepaid insurance as of December 31, 1977. (5) Preliminary survey 183.02 30.33 Preliminary survey 183.62 21.71 Preliminary survey 142.10 8,967.23 Prelimina_ry survey 183.42 627.69 Preliminary survey 183.12 1,118.32 Preliminary survey 183.32 506.21 Preliminary survey 183.14 130.00 Preliminary survey 183.16 110.70 Preliminary survey 183.92 1,117.96 Preliminary survey 183.72 5,110.F3 Preliminary survey 183.52 5.36 Preliminary survey 183.82 268.76 Inter-company accounts 195.00 67.33 Accounts payable 232.10 18,082.53 To set up accounts payable as of December 31, 1977. 1129 234
Account Debit Credit l (6) Other investments 123.00 $1,388.50 Preliminary survey 183.82 1,888.50 To record capital credits issued by CFC to KEC Power & Engineering Department and Federated Rural Insurance Corporation. (7) Preliminary survey 183.02 244.97 Preliminary survey 183.04 17,92 Preliminary survey 183.05 2.99 Preliminary survey 182.06 94 Preliminary survey 183.07 . 97 Preliminary survey 183.08 11.95 Inter-company accounts 195 298.74 To set up amount due KEC for B. C & B. S. for December. (8) Customer accounts receivable 142.13 1,970.82 Preliminary survey 183.05 99.00 Preliminary survey 14;.06 531.44 Preliminary survey 183.07 222.18 Preliminary survey 183.08 442.88 Preliminary survey 183.15 3.53 183.16 129.60 Preliminary survey ' 183.17 7.06 Preliminary survey Preliminary survey 183.18 65.39 Preliminary survey 183.25 17.18 Preliminary survey 183.26 85.89 Preliminary survey 183.27 34.36 Preliminary survey 183.28 68.72 Preliminary survey 183.55 4.64 Preliminary survey 183.56 23.18 Preliminary survey 183.57 9.27 Preliminary survey 183.58 18.54 Preliminary survey 183.65 13.43 Preliminary survey 183.66 67.15 Preliminary survey 183.67 26.66 Preliminary survey 183.68 53.72 Preliminary survey 183.85 3.90 Preliminary survey 183.86 19.50 Preliminary survey 183.87 7.80 Preliminary survey 183.88 15.60 To set-up amounts due from members for December expenses. 112? 235 i
1978 Cumulative Pocket-Part Supplement to the Kansas Statutes Annotated Volume 2 CHAPTERS 16 TO 19 This supplement is to be used in connection with the corresponding volume of the Kansas Statutes Sano-tated. The 1977 Supplement may be discJ ded. 1129 236
r 17 2715 CORPORATIONS sharehohler, or a shareholder no longer (2) A statement that each o!Ticer director qualihed to own shares in the corporation, and shareholder is or is not a <pialified per-then the price for such shares shall be de-son as defined in K.S.A.1977 Supp.17-2707, termined by aihitration pursuant to the rules and setting forth the date on which any of the American arbitration association. Un-shares of the corporation were no longer less request in writing is made for arbitra-owned by a qualified person; tion hereunder within thirty (30) days after (3) The amount of authorized stock.md the death or disqualification of a share-the par value, if any, of each share; and hohler,the fair value shall be determined by (4) The amount of capital stock issued. a district judge of the district court in which (b) Such reports shall be signed by the the principal yace of business of the pro. president, vice-president or secretary of the fessional corporation is locaten, said deter. professional corporation, and sworn to be-mination to he had by the district judge. fore a notary public by the persons execut-without a jury. The election to ir: corporate ing the report.The copy of the annual report under this act shall constitute a full and final or the duplicate original copy of the annual waiver of the right of jury trial on all issues report shall be forwarded to the regulatory in respect to the price and fair value to be board which licenses the shareholders de-paid for such shares. scribed in the report. At the time of filing its Ilistory: K.S.A. 17-2714; L. 1976, ch. annual report, each professional corporation 145, Q 43; Jan.10,1977. shall pay the annual franchise tax prescribed I,' ",2 7 I ', by K.S.A. 1977 Supp. 17-7503, and any ..mendments thereto. 1.aw itesiew and Ilar Journal Itercrences: IIistory: K.S.A. 17-2718; L.1977, ch. 78, Daenssed m "Peofessional laabihty Insurance: Im-g 1'. July '" phianon of Termination." Wa> ne T. Stratton. 7~ J.K3f.S. 255, 262 (1976). Article 31.-h! ANAGEN 1ENT OF 17 2718. Same; annual report; franchise PRIVATE CORPORATIONS tax. (a) Each professional corporation orga-nized under the laws of this state shall file 17 3101. with the secretary of state an annual report CASE ANNOTATIONS in writing and a copy or duplicate thereof, 6 section n a co<brication not nuohr. cat.on of som. showing the financial condition of the cor. nmn lav Equity Inyntors. Inc. v. Ammnt Group. Inc., poration at the close of business on the last i K.A.2d 276. 281, 563 P.2d 531. day of its tax period next preceding the dat Article 33.-STOCKilOLDERS' pr s ot r than he alc dar ear t sh lj CONTROL OVER TIIE CORPORATION give notice thereof to the secretary of state 17 330s. prior to December 31 of the year it com-CASE ANNOTATIONS mences such tax period. The report shall be
- 1. Referred to in noncomphance wah 40-2106. did filed at the time prescribed by law for filing not har stockhohler from obtairung mandamus rehef for the corporation's annual Kansas income tax stockholder hst of corporate msurer under fats, hmited re alrn, except that if any such corporation purp se. Unmb Arnencan Corp v. Victory Life In-
, hall receive an extension of time for filing -a,3 s R Supg H2,Hu its annual income tax return from the inter-17 3310. nal revenue service or pursuant to subsec-CASE ANNOTATIONS tion (c) of K.S.A. 79-3221, the time for filing
- 2. neferred to in nontomph.mic w ah 40-2106. did the report hereunder shall be extended, cor-not har stockholder from ohtaininn mand.unns rrhef for respondingly, upon filing with the secretary
't"' L hold" h 't "f "'s"* '"'""* " ad" fa " h mi"'d of state a copy of the extension granted by ["",',P" "$) "d"i>$"IQ"[l$ "" ^" '"' nc C the internal resenue service or the director of taxation. The report shall be made on a form provided by the secretary of state, con-Article 46.-ELECTRIC COOPERATIVE NONPROFIT, NIEN1BERSillP COR$ taining the following information: PORATIONS (1) The names and residence addresses of all officers, directors and shareholders of the 17 4G04. Powers. A cooperative shall professional corporation;
- h. se power:
r-ELECTRIC COoPERAUvE, Noxrnorir Mesmensmr Coar. 17-4 G 10 (a) To sue and be sued in its corporate causeways in conformity with the laws of the state of Kansas; name; (b) to have perpetual existence; (j) to exercise the power of eminent do-(c) to adopt a corporate seal and alter the main in the manner provided by the laws of this state for the exercise of such power by same; (d) to generate, manufacture, purchase, other c rations constructing or operating acquire, accumulate and transmit electric electric transmission and distribution lines energy, and to distribute, sell, supply, and or systems; dispos. of electric energy to its members, (k) to become a member of other coopera-and to governmental agencies, political sub. tives, and conduct its business and exercise divisions, and to other persons, who are not its powers within this state; receiving central station service from facili. (1) to adopt, amend and repeal bylaws; ties of existing public utilities; and (e) to assist members by the financing (m) to do and perform any other acts and thereof to whom electric energy is or will be things, and to have and exercise any other supplied by the cooperative, in wiring their powers which may be necessary, to accom-premises and in acquiring and installing plish the purpose for which the cooperative is rganized. electrical and plumbing appliances, equip, ment, fixtures and apparatus, and for dem. History: K.S.A.17-4604; L.1978, ch. 81, onstration purposes such corporations may { 1; July 1. purchase, acquire, lease as lessor or lessee, 17 4610. Meetings of members. (a) An electric and plumbing appliances, equip-annual meeting of the members of a cooper-ment, fixtures and apparatus and to sell same ative shall be held at such time and place as when it has served such purposes; shall be provided in the bylaws. (f) to construct, puchase, lease, and to (b) Special meetings of the members may equip, maintain and operate, and to sell, he called by the president, by the board of assign, convey, lease, mortgage, pledge or trustees, by any three (3) trustees, or by not encumber electric transmiss on and distri. less than ten percent (10%) of the members. bution lines or systems, electric generating (c) Except as otherwise provided in this plants, and lands, buildings, structures, act, written or printed notice stating the time dams, easements and rights-of-way, equip. and place of each meeting of the members ment, and any other real or personal prop. and, in the case of a special meeting, the erty, tangible or intangible, necessary to ac-purpose or purposes for which the meeting complish the purpose for which the is called, shall be given to each member, cooperative may be organized hereunder; either personally or by mail, not less than ten (10) days nor more than thirty-five (35) (g) to purchase, lease as lessee, or other-days before the date of the meeting. If wise acquire, and to use, ano exercise and to mailed, such notice shall be deemed to be sell, assign, convey, mortgage, pledge or given when deposited in the l'nited States otherwise dispose of or encumber, fran-mail, with postage prepaid, addressed to the cluses, rights, pnvileges, licenses and case-rnember at his or her address as it appears on 3 the records of the cooperative. (h) to borrow money and otherwise con-(d) Unless the bylaws prescribe the pres-tract indebtedness, and to issue notes, ence of a greater percentage or number of bonds, and othr evidences of indebtedness, the members for a quorum.a quorum for the and to secure the payment thereof by mort-transaction of bmsiness at all meetings of the gage, pledge, or deed of trust of, or any other members of a cooperative having not more encumbrance upon, any or all of its then-than one thousand (1,000) members, shall be owned or after-acquired real or personal five percent (5%) of all members, who must property, assets, franchises, revenues or in-he present in person, and of a cooperathe having more than :one thousand (1,000) come; (i) to construct, maintain and operate members, shall be fifty (50) members, pres-dectric transmission and distribution lines ent in person. If less than a quorum is pres-along, upon, under and acrass publicly ent at any muting,p majority of those pres-owned lands and public thoroughfares, ent in persor m y adjourn the meeting from roads, highways, streets, alleys, bridges and time to time w4hout further notice. 59 112? 238
- 17. lG I 2 CORPORATIONS (c) Each member shall be entided to one them, or a number as near thereto as possi-(1) vote on each matter submitted to a vote at ble, shall be c!ceted to serve until the next a meeting of the members.
, nnual meeting of the members and that the \\'oting shall be in person, but, if the emaining trustees shall be elected to serve bylaws so pmvide, may also he by proxy o-until the second suetecding anrmal meeting. hv mail, or both if the hvlaws provide for Thereafter, as trustees' terms expire, the voting by proxy or by ma'il, they shall also members shall elect their successors to serve prescribe the conditions under which voting until the second succeeding annual meeting shall be permitted. No person shall vote as after their election. proxy more than three (3) members at any (d) Instead of ch eting the trustees in the meeting of the members. manner as pmvid(d in subsections (h) or (c) llistory: K.S.A.17-1610; L 1978, ch. 81, of this section, the hylaws may provide that 4 2; July 1. the members shall be elected at such annual , 17-Itil2. Board of trustecs; compensa-meetings to serve for terms of three (3) years. tion, when; terms; quorum. (a) The business except that the terms of the first trustees of a cooperative shall be managed by a board elected pursuant to this subsection may he of not less than five (5) trustees, each of fixed in said bvlaws for a number of vears whom shall be a member of t,.. -perative. not exceeding three (3), and upon the expi- ~ The bylaws shall prescribe the number of ration thereof all members thereafter to be trustees, their qualifications, other than elected for terms of three (3) years. those prescribed m, this act, the manner of (c) A majority of the hoard of trustees holding meetings of the board of trustees shall constitute a quorum. and of electing successors to trustees wh 'f) If a husband and wife hold a joint shall resign, die, or otherwise tw mcapable mecbership in a cooperative, either one, but of acting. The bylaws may also provide for not 'tath, may be elected a trustee. the removal of trustees from office and for History: K.S.A.17-4612; L 1978, ch. 81, the election of their successors. Trustees % 3; July 1' shall not receive any salaries for their ser-17.1G20. vices as trustees and acept in emergencies, History: K.S.A. 17-4620; Repealed, L. shall no, he employed by the cooperative in 1978, ch. 81, % 4; July 1. any capacity involving compensation with-out the approval of the members. The 17.1 G30. Jurisdiction of the state cor-hylaws may, however, provide that a fixed poration commission. Cooperatives doing fee and expenses of attendance may be al-business in this state pursuant to this act lowed to each trustee for attendance at cach shall he subject to the jurisdiction and con-meeting of the board of trustees and for trol of the corporation commission of this other functions duly authorized for and on state as pmvided in those provisions of behalf of the cooperative. chapter 66 of Kansas Statutes Annotated ap-(b) The trustees of a cooperative named in plicable to electric utilities. any articles of mcorporation, conschdation, Ilistory: K.S. A. 17-4630; L. 1976, ch. rnerger or conversion, shall hold office until 110, % h July I-the next annual meeting of the members and 17 4G31. Annual report and franchi<e until their successors are elected and qual-tax. (a) Every corporation organized under ify. At each annual meeting or, in case of the electric edoperative act of this state shall failure to hohl the annual meeting as speci-make an annual report in writing to the fied in the hylaws, at a special meeting secretary of state, showing the financial called for that purpose, the members shall condition of the corporation at the close of elect trustees to hold ofIice until the next business on the last day of its tax period next annual meeting of the members, except as preceding the date of bling, but if any such otherwise provided in this act. Each trustee corporation's tax period is other than the shall hold office for the term for which elected and until a successor is elected and calendar year, it shall give notice thereof to qualifies. the secretary of state prior to December 31 of (c) Instead of electing all the trustees an-the year it commences such tax period. The report shall be filed on or before the nually, the bylaws may pmvide that half of teenth day of the fourth month following the 60 1129 239 300RORGINAL
.~ Unnu RENEWAL LAW I 7* I7 III close of the tas year of the electric coopera-(b) To provide or to arrange or contract tive. An extension for f ling the annual re-for the furnishing or repair by any person or port may be granted upon the filing of a agency, public or private, of services, priv-wdtten application with the secretary of ileges, works, streets, roads, public utilities state prior to the due date of the report, or other facilities for or in connection with except that no such extension may be an urban renewal project; to install, con-granted for a period of more than ninety (90) st ruct, and reconstruct streets, utilities, days. The report shall oc made on a form parks, playgrounds, and other public im-provided by the secretary of state, contain-provements; and to agree to any conditions ing the following information: that it may deem reasonable and appropriate (1) The name of the corporation; attached to federal financial assistance and (2) The location of the principal office, imposed pursuant to federa! law relating to (3) The name of the president, secretary the determination of prevailing salaries or and treasurer and the names of directors wages or compliance with labor standards, with the residence address of each; in the undertaking or carrying out of an (4) The number of memberships issued; urban renewal project, and to include in any (5) A balance sheet showing the finan-contract let in connection with such a proj-cial condition of the corporation at the close ect provisions to fulfill such of said condi-of business on the last day of its tax period tions as it may deem reasonable and appro-next preceding the date of filing; and priate. (6) The change or changes, if any,in the (c) Within its area of operation, to enter particulars made since the last annual re-upon any building or property in any urban renewal area in order to make surveys, ap-port. (b) Such reports shall be signed by the praisals, soundings or test horings, and to president, vice-president or secretary of the obtain an order for this purpose from a court corporation, sworn to before an officer duly of competent juri.sdiction in the event entry authorized to administer. oaths and for-is denied or resisted; to acquire by purchase, warded to the secretary of state. At the time Icase, option, gift, grant, bequest, devise, of filing such annual report, each such cor-eminent domain 6r otherwise, any real poration shall pay an annual franchise tax of property (or personal property for its ad-twenty dollars (520). ministrative purposes) together with any History: K.S.A.17-4634; L.1976, ch. 99. improvements thereon, euept the acquisi-l 3; July 1. tion by eminent domain of the property of public utilities, either publicly or privately Article 47 -URBAN RENEWAL LAW owned, lying beyond the corporate limbs of the municipality; to hold, approve, clear or ACT OF 1955 AND ANIENDNIENTS prepare for redeselopment any such prop-17.1716. erty; to mortgage, pledge, hypothecate or CASE ANNOTATIONS otherwise encumber or dispose of any real
- 6. City t.unnMon's finding of nistence of durn property; to insure or provide for the insur-and 14:ht condinnns hereunder not arbitrary and ca-ance of any real or personal propertv, or pricmut West v. City of Carden Cdy. 214 K. 473. 474, operations of the municipalitv against' any 520 P.2d 1210 nsks or harards, m. eluding the power to pay 17-1718. Powers of municipality. Every premiums., any such insurance; and to municipality shall have all the powers nee. enter intc any contracts necessary to efice-essary or convenient to carry out and effee-tuate the purposes cf this act. No statutory tuate the purposes and provisions of this act, provision with respect to the acquisition, including the following powers in addition clearance or disposition of property by pub-to others herein granted:
lic bodies shall restrict a municipality or (a) To undertake and carry out urban re-other public bqdy exercising powers newal projects within its area of operation; hereunder, in the eiercise of such functions and to make and cNecute contracts and other with respect to an urhan renewal project, instruments necessary or convenient to the unless the legislature shall specifically so esercise of its powers imder this act; and to state. disseminate slum clearance and urbar. re-(d) To invest any urban renewal inont newal information, reserve or sinking funds not reepiired for 61}}