ML19338C080
| ML19338C080 | |
| Person / Time | |
|---|---|
| Site: | Midland |
| Issue date: | 06/30/1978 |
| From: | CONSUMERS ENERGY CO. (FORMERLY CONSUMERS POWER CO.), DOW CHEMICAL CO. |
| To: | |
| Shared Package | |
| ML19338C081 | List: |
| References | |
| NUDOCS 8007310664 | |
| Download: ML19338C080 (76) | |
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'5 GENERAL AGREEMENT CONSUMERS POWER CCMPANY/THE 00W CHEMICAL CCMPANY rs 6- 9 63ge ; -
aune, 1978 9 3gwd y l 13 0 10D
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I TABLE OF CONTENTS
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l PREAMBLE 1 - 2
- 1. CONSTRUCTION OF GENERATING PLANT 2 l
A. Generating Plant. Description 2 - 3 B.- Commercial Operation Dates 3 - 6 C. Responsibility for the Generating Plant 6 - 2 D. Warranty Performance Tests 7 - 8 E. Coordination Procedures 8 - 9
- 2. LICENSING AND OTHER ASSISTANCE 9 -
11
- 3. WATER RESCURCES MANAGEMENT 11 -
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- 4. STEAM SERVICE '
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,. A. Nature of Service to be Provided 13 - - 16
.B. Delivery Points and Measurements 16 -
17
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C. Menthly Rate 17 - la (1) Commodity Charge 18 - 2E (2) Capacity Charge 22 -- 36 (3) Allocation Procedure- 36 - 39
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(4) Prudent Expenditures , .39 - 40 (5) Scoks and Records 40 - 41 D. Payment 41 - 42 E. Condensate Return and Makeup Water 42 - 44 F .- Flow Rate Changes 44
- 1. Changes in Reserved Steam Flcw Rates 44
- 2. Unused NSSS 44 . 45
- 3. Stretch Steam 45 - 46
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w- , Table'of Contents
. Page 2
( G. Radioactivity 46 - 48 c H. Early Steam- 48 - 49
- 5. REAL PROPERTY 49 A. Property Conveyed by Dow to Consumers Power 49 r
B. Repurchase by Dow 49 - 53
- 6. -DISCHARGE OF LIABILITY 53 -
54
- 7. FORCE MAJEURE -
54
- 8. INSURANCE AND INDEMNITI 54 55
- 9. TERM AND TERMINATION 56 A ., Tenn 56 B. Termination Prior to the Ccmercial Steam Operation Date 56 C. Termination After the Ccuercial Steam Operation Date 56 -
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. D. Payments by Dow Upen Termination 57 - 59 ;
E. Termination Notice 60
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F. Temination Otsputes 60 1
- 10. ASSIGNMENT 60
- 11. CHA!!GES In AGREEMENT TERMS 61 -
- 12. DISPUTES' 61
- 13. REGULATI0il 62
- 14. WAIVERS 63
- 15. GOVERNING LAW 63
- 16. OBLIGATIONS OF CONFIDENTIALITI 63
- 17. OTHER AGREEMENTS 63 -
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GENERAL AGREEMENT 5 AGREEMENT, made this 21st day of June,1978, by and between CONSUMERS POWER CCMPANY (hereinafter called "Censumers Power"), a Michigan corporation:having its principal office at Jackson, Michigan, and THE CCW CHE4ICAL CCMPANY (hereinafter called "Dow"), a Delaware corporation authorized to do business in the State of Michigan, having its principal office therein at Midland, Michigan; W I T N E S S E T H: ' - WHEREAS, Dow utilfzes substantial quantities of electric energy and steam in the operation of its chemical plant complex, in- . cluding all contiguous administrative and other facilities ("Ocw's Midland Ccmplex"), located in. Sections 19, 20, 21, 22, 23, 24, 25, 26, 27, 23, 29, 35 and 36 in the City of Midland and Midland Tcwnship, and - Sections 1, 2 and 11 in Ingersoll Township, all in Midland Ccunty, 1 Michigan,' Sections 31 and 32 in Williams Township, Bay County, Michigan, and Sections 5, 6, 7 and 8 in Tittabawassee Township, Saginaw Ccunty, _ Michigan; and
, WHEREAS, .Dow desires to purchase frem Censumers Pcwer and Censumers Pcwer desires to sell to Ocw process steam and electric energy in accordance with this Agreement and an Electric Service Centract executed concurrently herewith (the " Electric Service Centract"); and C . . ,,
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4 General. Agreement P_ age 2 . WHEREAS, Consumers Pcwer is constructing a two-unit nucisar g power plant and related facilities (the " Generating Plant") en a site
. (the " Generating Plant Site") cn the Tittabaiassee River in the City of Midland and Sections 27, 2Si 33, 34. and 35, Midland Tcwnship, Midland Ccunty,' Michigan, the Generating Plant Site having been purchased in l part from Dcw; and WHEREAS, the parties desire that this Agreement and the Elec-tric Service Contract supersede the General- Agreement between them dated i December 13, 1967, as amended, and the electric service, steam sartice
- i. and water supply contracts between them dated January 30, 1974' as of the date hereof, and the electric service contract between them dated Dec' ember 30,196g as of the effective date of the Electric Ser/ ice
', . Centract; l(
NOW, THEREFORE, in consideration of the mutual undertakings 9
- and premises herein made, Consumers Pcwer and Ocw hereby agree as-follows:
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- l. CONSTRUCTION OF GENERATING PLANT A. Generating Plant Descriotion l Consumers Power is constructing and preposes to cperate o., the l L
Generating Plant Site a Generating Plant consisting of two units (" Unit 1" and
- Unit 2") having a total e x.bined capability of approximately 1
. 1,300 .W of electric energy and approximately 4,050,000 lb/hcur of steam '
- for: precess' steam service, each unit having a pressurized watier nuclear I
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General Agreement
. Page 3 steam supply system ("itSSS") and an electric turbine-generator. In 3 addition, the Generating Plant will include, arong other things, a cooling pend, process steam evaporators, and associated auxiliaries, piping, valves and other equipment for generating steam and electric energy and for regulating, metering, monitoring and cenducting process steam to the point of its delivery to Ocw. The Generating Plant is more particularly and fully described in Censumers Pcwer's application to the U.S. Nuclear Regulatory Commission ("l1RC") for reacter construction t
permits and cperating licenses, as the same has been and may be amended frcm time to time (tiRC Occket fios 50-329,50-330). All piping, valves, and other equipment for conducting, regu-lating, monitoring and utilir.ing the. process steam beyond' the delivery
, point shall be ~cwned, de.eigned, constructed, cperated and maintained by Ocw and shall not be part of the Generating Plant, whether or not des- a cribed in said application to the tiRC. .
B.- Ccmercial .0ceration Dates Censumers Pcwer shall use'its best efforts to place Unit'2 of the Generating Plant in comercial cperation for electric ser/ ice en er about March 1,'1981 and to place the entire Generating Plant in conmer-cial operation for process steam service and electric service en or .
~a bout March 1,1982. Provided that Consumers Pcwer has used its best
. efforts as set forth in the preceding sentence, Censumers Power shall in no event be If able to;0cw if Censumers Pcwer fails for any reason to l
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. place Unit 2 or the entire Generating Plant in ecmmercial cperation as c aforesaid.
. Units 1 ~and 2 of the Generating Plant will be deemed to be -
placed in comercial operation for electric sertice when Censumers Pcwr so declares by written notice to Dow. The ac a on which the Generatin's Plant is declared to be in comercial cperation for process steam seriice shall be callad the "Comercial Steam Operation Date." The declaration of the Ccmercial Staam Operation Date.shall be made by written notice frem Consumers Pcwer to Dow; provided, however, that the Generating Plant may not ce declared in ccmercial cperation for process steam serrice prior to March 1,1982, unless Dcw, in its discretion, shall consent in writing to the declaration of an earlier Ccmercial Steam Operation Data. Censumers Pcwer may declare the Ger1 rating Plant in camercial cperation for precess steam ser/ ice when:
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(1) Unit 2 (a) has produced'or has been able to produce' steam at the secondary side of the steam generaters ("Seccndary Steam") at or above the. ficw rates which would be required -
- in order to. supply process steam at Dow's then Reserted Steam Flow Rate for 500 Psig process steam (as established pursuant to Section 4.A) and at all ficw rates within the I range. of flew rates associated with Dcw's then Reserted a
Steam Flcw Rate for 175 Psig process steam as shown on I Exhibit A for 70:; or mere of the time over a period of' six months, and (b) has adequate physical facilities to
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. Page 5 deliver Secondary Steam to the prccess steam evaporators 3
at or above such flow rates; and
- (2) Unit I has produced Secondary Steam at or above the flow rates which would be required in order to supply process steam at Dow's then Reserved Steam Flow Rate for 600 Psig process steam and at all flow rates within the range of' flow rates associated with Ocw's then Reserved Steam Flow Rate for 175. Psig process steam as shown on Exhibit A for at least 100 centinuous hours; and -
-(3) Process steam evaporators and associated equipment for 175 Psig process steam (including one spare evaporator) -
have been installed, tested and shewn.to be adequate to deliver process. steam to Dcw in accordance with the specifications for such steam set forth in Section 4.A, assuming delivery of process steam to Ocw at all flow
. rates within the range of ficw rates associated with-y Ocw's then Reserved Steam Flow Rate for 175 Psig precess - -
steam-as shown on Exhibit A,' and two process steam evaporatcrs and associated equipment for 600 Psig process steam have been installed, tested and shown to be adequate to deliver process steam to Dcw in accordance with the specifications for such steam sat forth in Section 4.A, assuming delivery of precess steam to Dow at Dow's then Reserved Steam Flew Rate for 600 Psig process' steam; and 1 J -' e -g y . mye e- msp % w nt- .- & w. - ,, 4 -
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,.- (4);' Consumers Power does not, in the exercise of reasonable diligence, then knew of any technical, operational, financial 'or legal circumstance (other than Dow's inability
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to accept delivery of or to utilize process steam) that . prevents it, or threatens to imminently prevent it, frcm delivering p' ocessr stean to Ocw at Dow's then Reserved-Steam Flcw Rate-for 600 Psig process steam and at all flow rates within the -range of flow rates associated with
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Ocw's then Reserved' Steam Flow Rate for 175 Psig process steam.as shewn on Exhibit A in accordance with this Agreement. Consumers.Pcwer shall be relieved of the requirement to meet ' the above-listed' criteria (1), (2) and (3), to the extent that the i criteria cannot be met because of Dcw's inability or failure te accept s. delivery of process steam. The notice of Ccmercial Steam Jperation , Date b'y Censumers Pcwer shall indicate that Censu=ers Pcwer has ccmplied
-with the above-listed criteria (1) thr; ugh (4), or that the criteria
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cannot be met because of Dew's inability or failure to accept delivery of process steam. C. Resconsibility for the Generatina Plant As between the parties hereto, Censumers Pcwer shall be responsible for the design, construction, coeration and maintenance of the _ Generating Plant.
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General. Agreement
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Dow shall not, by reason of this Agreement or any contract or other document referred to herein, acquire or assert any right of owner- ; i ship, control or direction over the Generating Plant or over the concept,
' design, construction or operation thereef. Notwithstanding a'1ything to the contrary in this Agreement or any contract or other document referred to'herein, Consumers Power reserves the exclusive right to make changes in the Generating Plant and in the cencept, design, construction and operation thereof, at any time or times hereafter and to whatever extent it may deem desirable, except that the Generating Plant design will provide for at least two units, each capable of prcducing at least - -
4,050,000 lb/ hour of process steam in accordance with this Agreement. Without in any way limiting the foregoing, Consumers Pcwer i ' shall keep Dow currently informed whenever practical concerning Consumers -
- Power's construction schedules, the progress of engineering design and -*
construction,- and propcsed changes 'in engineering design, construction - ' and operating and maintenance-practices and procedures that will signifi-cantly affect the aggregate cost of process steam service to Ocw. [
-0. Warranty and Perfomance Tests
- Dow shall use its best efforts to accept delivery of the
- process steam frem the Generating Plant as and when requested by Consumers Power in order to enable Censumers- Pcwer to perform warranty or perform-ance tests on Generating Plant equipment; provided, however, that nothing herein sha11' obligate Ocw to make 'any significant capital investment,
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General ? Agreement
. Page 8 significantly modify any of its then exist'ag physical facilities or ;
significantly change ~ any of its'. then. current manufacturing schedules or operating L practices. Dov; shall not' incur any liability (1). for charges under Section 4.C by virtue of its acceptance of delivery of. process steam outside the range of flow rates associated wit,h Dcw's. Reserved Steam Capacity in order to enable Censumers Pcwer to perform such tests or (ii) for charges under. Section 4.C or Section 4.H for process-staam which Dow is unable to utilize, but delivery of which it,has accepted in order to enable Consumers Pcwer to perform such tests. Mcwever, Dow will be liable for charges under Section 4.C or 4.H, as the case may be, except as provided in (1)'above, for such process steam to the extent that Dow is able to utilize it. ' El Coordination Procedures .s
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The parties recognize their inability to foresee and centrac-
.tually resolve all design, construction, cperation and maintenance situations.and issues. They also recognize that detailed and continuing exchan'ges of information will be necessary in order to optimize the -
design, construction, operation and. maintenance of their respective systems and equipment, consistent with their respective rights ar.d I responsibilities under this Agreement. To that end, each party shall
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1 designate, from time to time, an individual or individuals responsible -l l
' for' exchanging information with the other. party and for resolving issues-
- which may'arise or be expected to arise affecting design, construction,
,cperation and maintenance of the Generating Plant under. this Agreement.
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*. r 3' General Agreement Page 9 Resolutions. of such issuest shall be in writing, executed by authorized 3
representatives of both parties,' and, together with sample calculations and cther information, incorporated into a. manual (the " Coordination Manual") for use by the parties. Such resolutions and other infoma-tion, and the sample calculation methods, shall be binding, except as , 1 they may conflict with applicable laws, orders, rules, regulations, or i l this Agreement. The parties shall use their best efforts to resolve by agreement any factual dispuce arising under this Section 1.E. failing which the dispute shall be resolved as provided in Section 12.
- 2. LICENSING AND OTHER ASSISTANCE Consumers Pcwer shall secure and maintain in effect any and ,,
all pemits, licenses or other governmental authorizations required from governmental ' bodies having jurisdiction for the construction and opera-tion of the Generating Plant. Consumers Pcwer shall use its best efforts -i to prcmptly inform Dow, where practical, of the ccmmencement of any administrative or judicial proceedings, with respect to such permits, licenses or authorizations, that may significantly affect process steam - service to Dew or Dow's facilities or- operations. Ocw shall secure and maintain in effect any and all pemits, licenses or other authorizations required from government authorities- for the construction, use, and , -maintenance of the piping, valves ar.d other equipment to be furnished by Dow, and for the use of process steam delivered to Dow.
- Each party shall, to the extent requested by the other party, prepare or assist in the preparation of reports, data, descriptions,
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- drawings ,and calculations concerning the facilities or operations of the 0 9
party of whcm the request is made, in order that the requesting party may obtain any necessary permits, licenses and apprevals for (f) the construction and operation of the Generating Plant, (ii) construction and operation of: facilities for the distribution, delivery and use of the process steem, and (iii) the use of the process steam. Such prepara-f tion and assistance shall include, but need not be limited to, the furnishing of services of technical. personnel to make adequate presenta- , tions of such reports, data, descriptions, drawings and calculations at meetings and hearings. Ocw shall also cooperate fully with Consumers Pcwer to ensure that all conditions of the permits, licenses, and apprevals for the i. t construction and operation of the Generating Plant are met insofar as-Ocw property, facilities, personnel and activities may be affected to ; the extent Dow is aware of such conditions or upon the-request cf ; Consumers.Pcwer. Without in any way limiting the foregoing, Ocw shall prepare - or assist in the preparation of an emergency plan, satisfactory to the NRC, Ccnsumers Power and-Ocw, coveri.ng evacuation of the personnel in Dows Midland Complex and other necessary. action in ccnnection therewith, and_ shall pranptly carry out any applicable provisions of the ~ emergency
- plan.whenever required to-do so by the terms of. the emergency plan or by the NRC.
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m General Agreement Page 11 The Final Safety Analysis Report submitted by Consumers Power o e to the NRC for the Generating Plant utili:es certain information provided by Dow respecting Dow's facilities and operations. If Dow proposes to make significant alterations in any of its facilities or operations so described, or in the above-mentioned emergency plan, it will fully 4 describe the proposed alterations to Censu=ers Power in writing as
- promptly as practicable and in any. event before implementing such alterations, including such infomation as Consumers Pcwer may require for any NRC review or acproval necessary in connection with such altera-tions. E.xcept for the foregoing obligation to inform Consumers Power, Oow may implement such alterations.
The foregoing obligations of both parties set forth in this Section 2 shall be performed as expeditiously as practicable, due con-sideration being given to the schedules for obtaining and maintaining the necessary pemits, licenses and approvals. - j Dow shall bear its own costs incurred in performing its obli-gations' under this Section 2. Costs incurred by Consumers Power in - performing its obligations under this Section 2 shall be allocated in accordance with Section 4.C.
- 3. WATER RESOURCES MANAGEMENT ;
The parties recognize that it is necessary for both parties to take water frcm asi discharge effluent into the Tittabawassee River, and
~t hat such use of the river by either party may affect the ability of the '
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General Agreement
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'other to utilize the river within applicable water quality standards and 4
discharge limitations. Each party therefore agrees that it will use its 4
. best efforts to limit, control or modify its intakes frem er discharges into the river to the extent that it may do so consistent with its
< operating requirements to the end that the other party will not be unduly restricted in its operations.
In the event that it is necessary for Censumers Pcwer to
- i. cbtatn cooling water or alternate means of effluent disposal frem' another scurce or sources er to install additicnal facilities and equipment in order to cperate the Generating Plant in ccmpliance with applicable water quality standards or discharge limitations, Dow will cocperate and assist' Ccasumers Power to the extent practicable: To that end, Dow will make available at a reasonable cost to Consumers Power any of Dcw's
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rights of way, water, facilities or equipment that can be utilized by 3 Censumers Pcwer without interfering with Ocw's operations. Consumers Pcwer further agrees to raimburse Dow for cut-of-pocket costs incurred by Dew in. providin'g assistance to Consumers Power. The costs mentioned in the preceding paragraph and other costs incurred by Consumers Power in cbtaini.ng an alternate source er sources
'of cooling water and/or installing additional facilities or equipment for centrolling. cr discha.rging effluent frem the Generating Plant will
. be allocated by agreement between the parties in accordance with the .
~a llocation principles. established in Section 4.C(3); provided, however, the fact that costs associated with the cooling pond are treated as m
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General Agreement
, Page 13 power-related in this Agreement shall not be determinative of the p treatment for billing purposes of costs subsequently incurred for obtaining ecoling water frem an alternate source er sources or for installing facilities or, equipment to control or discharge effluent. .In the event the parties cannot agree as to the al.lecation of any such costs, the dispute will be resolved in accordance with Secti.:n 12 of this Agreement.
- 4. .EEAM SERVICE A .- Nature of Service to be Provided The Generating Plant has been designed to provide process steam at the. pressures (" Design Steam Pressures") and qualities (" Design 8
Steam Qualities") at steam flow rates up to and including the folicwing steam 9cw rates (" Design Steam F1cw Rates"): 4 Design Steam Qualities Design Steam Design Steam Pressures (Psig) (% Dry Steam)
' Flow Rates (Lb/Hr). at the delivery coint a_t the evaccrator outlet Nor nal - Variance Normal Minimum H 400,000 600 I 10" 99.7 98 3,650.000 175 t 10% 99.7 95
'The term " process steam" as used throughout this Agreement refers to the steam supplied to Ocw by Consumers Power frem the process steam evaperaters. -The use of the ter=s " precess steam" or " process steam service" thrcughout this Agreement shall not be controlling for
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General Agreement-
, Page 14 purposes of detennining whether this Agreement;is a contract for the sale' of goods under the Uniform Comercial Code.
As is more fully set forth in Section 4.C, Ocw shall pay.a capacity charge for process steam based on the Design Steam Flow Rates. which are the maximum flow rates allocated to Dow's use hereunder. Ocw's entitlement to process steam at any given time, hcwever, shall be based upon Ocw's' Reserved Steam Flow Rates. Ocw's initial Reserved Steam Flcw Rates shall be 400,000 lb/hr of 600 Psig process steam and 1,500,000 Lb/hr of 175 Psig process steam. Dow may change its Reserved Steam F1cw Rates frem time to time, either before or after the Ccmmercial Steam Operation Data, as hereinafter provided in this Section 4. Ocw may take delivery of 500"Psig process' steam at any ficw rate up to the 600 Psig Reserved Steam Flow Rate and may take delivery of 175 Psig process steam at ficw rates frem and includi.ng the minimum ficw rate and
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up to and including the maximum ficw rate associated with Ocw's 175 Psig Reserved Steam Flow Rate as shown en Exhibit A. Should Dow at any time I take delivery of 175 Psig process steam at flow rates greater than the maximum ficw rate or less than the minimum flow rate associated with " [ Dow's 175 Psig Reserved Steam Ficw Rate as shown en Exhibit A, the L parties understand and , agree that electric energy for Censu=ers Pcwer's integrated electric system will thereby be reduced ar.d will be replaced with electric energy from other sources within or withcut Consumers i LPcwer's system. In such event, Ocw shall not be deemed to be in breach i of this Agreement, but shall reimburse Censumers Pcwer's costs for replacing such electric energy, -to the extent provided in Secticn 4.C.
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, Page 15 Consumers Power shall:use its best efforts to supply process
. ~ steam to Dow on a reasonably consistent and reliable basis at pressures 5
- not less than the Normal Design Steam Pressures nor more than the Normal
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Design Steam Pressures plus ten percent (10".) .and at the Nonnal Design Steam Qualities at all steam ficw rates, recogni:ing that it may not be possible to do so during icw flow ccnditions, or transient conditions such as but not'11mited.to NSSS or turbine-generatcr start-up or shut-down; changeover frem cne NSSS to the other, c.hangeover to or frem the extraction steam mode; rapid process steam load swings; or placement in or removal. from service of process steam evaporators. . Consumers Pcwer . shall also use its best efforts to supply precess steam to Dow with only such chemicals.and at such conductivities as the parties shall agree in .
. accordance with Section 1.E, reccgnizing the ' sensitivity of Ocw's s processes and products to such contaminants and conductivities.
Both the' 600 Psig process steam ~ and the 175 Psig process .staam will be supplied from the NSSS of Unit 1 if it is available and is capable of producing Secondary Steam sufficient to provide the required '
. flow rates of process steam. In the event the NSSS of Unit 1 is not -
capable' of producing Secondary Steam sufficient to provide the required
- flow rates ,of process steam, then Censumers Power shall supply; process
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- steam using the NSSS-of Unit 2, if Unit 2 is available, and the use of
-the Unit 2 Secondary Steam for the generation. of electricity shall be subordinate to such obligation.
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. Consumers Pcwer may use, sell or otherwise dispose of any
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steam produced 'by the Generating Plant in excess of that ne.eded to - supply the process. steam being delivered to Ocw at any time. O m may, without restriction, use, generate pcwer with, sell, or otherwise dis-
- . pose of process steam dplivered to Dow.
l l B.- Delivery Points and Measurements
- l Mutually agreed upon delivery points for (1) process steam ^and i
(2) condensate return, demineralized water and backup primary and second-- ary makeup water, shall be established at or n' ear the property line separating Ocw's Midland Canplex from the Generating Plant Site. Secondary Steam from either Unit will pass through process 6 steam evaporators installed in the evaperator building of the Generating Plant'in order to generate precess steam for delivery to Dcw. For d purposes of calculating the monthly bill for process steam service
' pursuant to Section 4.C. the heat' content of the steam, and the steam
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flow rate as measured by the Secondary Steam condensate return, shall be measured on the Secondary Steam side of the process steam evaporators, and the heat content of the condensate water shall be based on the temperature of the water measu' red in the condenser hotwell of the Unit- l l ~ receiving the Secondary Steam ccndensate return from the process steam evaporators, by suitable measuring equipment furnished, installed and' maintained by Consumers Power. _ Billings will not be adjustad for water [ losses or heat content losses between the points of measurement and the j deliv'ery point' for steam, and the parties recognize that-such lossas
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, Page 17 will occur. Mcwever, Consumert Power shall use its best efforts to minimize and correct any abncrmal water losses and heat content losses 5 between the points'of measurement for billing purposes and the delivery point for process steam. For purposes of determini.ng compliance with Section 4.A the flow rate, pressure and quality of process steam sh'all be measured or calculated from measurements made on the process steam side of the process steam evaporators (and, with respect to the pressure measurement, corrected for the calculated pressure loss to the point of
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delivery of. the process steam) by suitable measuring equipment furnished, installed and maintained by Consumers Power. . Consumers Power shall test such measuring eqdipment at mutually agreeable intervals, and keep' th'e same within accepted standards of accuracy. Ocw shall be given advance notice of each such test in crder that its ' representatives may witness the same. In case of any failure
.s of any of the measuring equipment utilized to calcul' ate the billing to Dow for process steam, then billing for process steam service furnished during such pe'riod shall be calculated or estimated by other methods agreed upon by the parties pursuant to Section 1.E.
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General Agreemena . Page 41 l .% ? , I l t p I
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. Payment Bills for steam service shall be rendered for each calendar i.
I~ month on the basis of Consumers Pcwer's meter rea'dtngs and calculations l
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l _ based thereen, and shall be due and payable en or before the due date. l l shown on each bill ~. .The~ due date of each bill shall be not less' than r ... .
- l. c twenty-one (21) days: following the date of mailing.or personal delivery l
l of.'the bill to Dow. Each bill .shall show.the b.eginni.ng. and closing a
. dates of the periodL for which the bill is rendered, the due' date, the quantity;of each. class cf. process steam provided, itemized charges and r- .
l- the amount payable. . A delayed payment charge of- two percent (2%) of the _ [ y total bill shall be added to any bill which is not paid on or before the
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l. due date shown thereon. notwithstanding'the exis'tence of any dispute or l disagreement concerning the bill.' - 1The various = adjustments. to the Capacity Charge and Cc=modity o
.. Charge required pursuant to Section 4.C shall be ~ reflected as additional F -
- charges to Ocw or as creditsito Dow, as the case may be, en'the next l
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x q General Agreement Page 42 monthly bill rendered'after the amounts of any such adjust =ents are determined. Appropriate information supporting or explaining any adjustments shall acccmpany such bills. In no event shall interest be charged or credited-to Dow as a result of 'any adjustments. E. Condensate Return and Makeuo Water Throughout the term of this Agreemait, Dow shall use its best efforts to deliver to Consumers Power Ccmpany, at delivery points estab-lished pursuant to Section 4.3, the followi.ng supplies of water: (1) Continuous return of steam condensate and demineralized water for use en the process steam side of the process 3 steam evaporators, equivalent to that required to supply one hundred percent (100%) of the process steam delivered
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to Dow, including any bicwdown losses.. Such steam con-n densate and demineralized water shall be delivered at no cost to Consumers Pcwer Ccmpany; and
-(2) A backup supply for all or such portion of Censumers ..
Power's additional requirements of primary and secondary makeup water for the Generating Plant as Censumers ?cwer may.from tice to time request for delivery on a continu-aus or ncn-continuous basis, but not to exceed 750,000 s. gallons per day. Such backup supply may be, at Dew's option, either filtered Lake Huron water supplied to Ocw by the City of Midland or Dow's demineralized water. To i-p L . I
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. General Agreement Page 43 the extent that such makeup water is filtered Lake Huron
, water, Consumers Power shall pay Dow therefor at the rate for filtered water then being charged by the City of Midland exclusive of any penalty, minimum charge or readiness-to-serve charge. To the extent such makeup
. water. is Dow's demineralized water, Consumers Power shall pay Dow therefor at Dow's booked operating costs plus ten percant (10%).. Censumers Power's costs for all such makeup water shall be allocated in accordance with the allocation principles estabkished in Section 4.C.
1"ne supplies of water described in (1) and (2) above shall meet such specifications as shall be mutually . agreed upon by the parties pursuant '
-to Section 1.E.
\. -
Dow, at its expense, shall construct, operate and maintain all .s pipi,ng, treatment and other water supply . facilities necessary to furnish . and deliver such supplies of water to the delivery points. Suitable equipment for measuring the flow of primary and = secondarymakeupwaterfurnishedunder(2)above,shallbefurnished,- installed and maintained by Dow. Dow shall test such measuring equipment
. at mutually agreeable intervals, and shall keep the same within accepted '
- standards of accuracy. Consumers Power shall be given advance notice of-each such test.in order that its representatives may witness the same'.
in case of any failure 'of.any of the measuring equipment utilized to calculate the billing to Censumers Pcwer for water delivered during any T n ,
- .-. - - - .-. - .. .. ... . . ~
., ?- '3 General Agreement
, Page 44 pericd, the. billing for water furnished during such pericd shall be calculated or estimated by other methods agreed upon by the parties, pursuant to Section 1.E.
F. Flow Rate' Changes : 1 (1) Chances in Reserved Steam F1cw Rates Dow may change its Reserved Steam Flcw Ratt for 175 Psig process steam to any flow rate listed in Column (1) of 4 - Exhibit A, on two years' notice for an increase or one year's notice for a decrease, or upcn such longer notice as Ocw may agree, or upcn such shorter notice as C' nsumers o i . Power may agree. No such notice of increase cr decrease may. he given less than twelve (12) calendar conths fran
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( the last such notice unless Censumers Pcwer . agrees. Dow may change its Reserved Steam Flew Rate for 600 Psig
- process steam only with Consumers Power's prior written '
' approval .
~
'(2)'UnusedNSSS Under certain circumstances, when Dow takes delivery of 175 Psig. process steam frem Unit 1 NSSS Lat flow rates
.less than the 175 Ps.ig Des,1gn Steam Flcw Rate, the full-cutput of tne Unit 1 NSSS will not be utilized, resulting in unused NSSS capacity. To the extent that this unused
~ NSSS capacity cannot be used to generate electric pcwer,
s .rm 9
' ' ~~
General Agreement Page 4S Dow may, upcn thirty (30) days' notice to Consumers Power, utilize this unused NSSS capacity by taking delivery of 600 Psig process steam up to the actual capacity of the 600 Psig process steam evaporators and the precess stemn delivery system. Ocw will pay consumers Pcwer for this-600 Psig process steam at fuel cost (in luding commodity and capacity charges associated with the fuel as provided in Section 4.C). In the event Dow utilizes unused NSSS capacity as provided above, such utilization shall nct be deemed a cha'nge in Dow's then Reserved Steam Flow Rate for 600 Psig process steam and Exhibits A and 3 shall not be revised to refla.ct the increased ficw rate . of 600 Psig process steam being delivered to Ocw. \ (3) ' Stretch Steam
^
In the event that: (a) Consumers Power has additional steam asscciated with an NRC-licensed NSSS cutput above the levels warranted by the NSSS vendor available frem the Generating - Pl' ant; and (b) Consumers Pcwer is unable to utilize such additional
- steam in the turbines presently planned to be installed in the Generating Plant; and s (c) the supply of additional process steam utilizing such additional steam is permitted under applicable
. laws. rules, regulations and orders and the provisions
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, f, -
q
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Ge',*ral Agreement'
. N 3e 46 of Consumers Pcwer's operating licensds) for the c Generating Plant; then Censumers Power will offer Dow first cpportunity to purchase such -
additional process steam under the tems and conditions of this . Agreement. The offer shall remain cpen until terminated by ninety (90) day notice.
- Within that period, Dow shall notify Consumers Pcwer if it elects to purchase such additional steam er any part thereof.
l G. ~RADI0 ACTIVITY Censumers Power does not guarantee, but will use its best efforts, to cperate the process steam equipment so that, subject to the ~ limitations of Consumers Power's measuring equipment and procedures, l process steam deliver % to Dow will not contain, at statiscically t l s ignificant levels, i; *2--tivity graater than that centained in the treated Lake Huron makeup water supplied to the process steam evapora- ,
~
tors. Ocw does not guarantee, but wil1 use its best efforts, to supply i to Censumers Power, subject to the limitation of Ocw's measuring equip-ment and procedures, (1) steam condensate which will not centain, at l l: statistically's.ignificant levels,' radioactivity greater than that con-l tained in process steam delivered to Dow, or (2) demineralt:ed wate.r l l which wiliLnot contain, at statistically s.ignificant levels, radio-i' l activity greater than that contained in untreated Lake Huron water.
. If Consumers Power furnishes process steam cor,taining levels in excess t
! - of the above specificaticas, the parties will cooperate to eliminate the condition and prcblems ari-sing. therefrem, with Censumers Pcwer to have
L, _ _. .- -
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. General Agreement Page 47
, the ultimate responsibility for the steam cordensate containing those excessive levels. Both parties will use best efforts in the design and operation of _their respective facilities to minimize possibilities of system contamination and to facilitate recovery from any sch condition..
. To the extent set forth in the FSAR, as will be incorporated in the Cooraination Manual, Consumers Power shall install, operate and maintain instruments and controls to monitor the process steam delivered to Dow and steam condensate and domineralized water delivered to Consumers
~
Power for radioactivity. The instruments and centrols to be installed shall include on-line analyzers for gross gamma activity, and off-line sensitive instruments for low 1evel beta counting and tritium analysis, or equivalent instruments and controls, and/or.such other instruments and controls as may be required by the NRC or other governmental agency (' " having jurisdiction. In addition, Consumers Power shall institute
.s procedures for analysis for radioactivity in blowdown streams frcm each of- the operating process steam evaporators. Without relieving Consumers Pcwer of its obligations under this Section 4.G, Dow shall install,
- ' operate and maintain, to the extant set forth in the Coordination ~~
Manual, instruments, controls and procedures to monitor or analyze for
. radioactivity in process steam delivered to Dow, and in steam condensate and demineralized water delivered to Consumers Pcwer by Dcw, and in Dow products manufactured utilizing such process staam, including such instruments, controls and procedures as may be required of Dew by any '
- governmental agency having jurisdiction.
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, . . ' General Agreement -
Page 48
'Uponidetamination by either party of the presence, or possible presence, at statistically significant levels, (i) in process steam, of - $
radioactivity in excess of that: contained in the treated Lake Huron
. makeup water supplied to the process steam evaporators, or (ii) in steam condensate, of radioactivity in excess of that contained in treated Lake Huron water, or (iii) in' demineralized water, of radioactivity in excess of' that contained in untreated Lake Huron water, cr. (iv) in Ocw products manufactured i. ilizing such prc:ess steam, of radioactivity in exc'ess of basel'ine levels detemined pursuant to the Coordination Manual, then such party shall immediately notify the other. Each party shall take appropriate, pronpt corrective action; provided, however, that neither
-party shall be required to take any such action with respect to plant _
and equipment operated-by or under the control of the other party. ~
~ k: Each party shall make available to the other for inspection, '
at all reasonable' times, records of tests and measurements for such radioactivity, and upon request of the other party shall furnish appro-priate samples for off-line analysis. H. Early Steam Prior--to the Commercial' Steam Operation Date, process steam . may be available for delivery to Dow on either an interruptible or a firm basis. -If Consumers Pcwer desires to make any such process . steam
.i available' to Dow, and Dcw agrees to purchase ~and accept delivery of such
. process ~ steam, the; parties'shall-agree upcn the t' enns and conditions O
s > y
~
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General Agreement
,, .Page 49 uncer which such process, steam.shall be supplied to Ocw; provided, hcw-3 ever, that the rate for any such process steam delivered to Dow on an interruptible basis shall be.a charge consisting' of the then-current
. cost of fuel (including the ccmmodity and capacity charges associated with the fuel) plus ten percent (10%) of such cost. -
- 5. REAL PROPERTY A. Precerty Conveyed by Dow to Censumers Power Pursuant to the provisions of the General Agreement between the parties . dated December 1.3, 1967, as amended,. Dcw conveyed to Censu=ers-Pcwer certain parcels of land lccated in the City of Midland and Tcwnship of Midland, Midlan'd County, Michigan, all as more fully described in the
.warranty deed, covenant' deed and quit-claim deed from Dcw to Consumers \
Power, each dated January 6,.1975, recorded in the Office of the Register a of Deeds of Midland County, Michigan, at Liber 432 of Deeds, Pages 274, ' 277,~ and 283, respectively, all of such parcels being hereinafter called the " Land." B. Recurchase by-Ocw If at any time Consumers Pcwer elects to sell cr otherwise transfer to any third party the Land or any part thereof, and as a result the Land er part thereof will or may be used for purposes other than the Generating-Plant and facilities related thereto and any expan-siens of; or additions to the same, then Censumers Pcwer shall first I
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. General ' Agreement Page 50 4
offer the Land or part to Dow for repurchase by Dow. The price to be 3 paid therefor by Ocw shall be the greater of- (i) the appraised -value thereof as determined by an appraiser mutually satisfactory t'o Censumers Pcwer and Dow, or (ii) the price set forth in any bona fide written offer made to Cunsumers Pcwer for the Land or part thereof by such t5frd 1-party. The following shall not be deemed to be an election by Consumers
~ Power to sell or otherwise. transfer the Land or any part thereof within the meaning of this Section 5.B: (1) the creation of a mortgage cr.
other' tien interest on the Land or any part thereof; (ii) a foreclosure on the Land or any part thereof, pursuant to such mortgage er other lien interest, er (iii) a sale of the Land or any part thereof by the trustee, j mortgagee, or other creditor under such mortgage or lien interest folicw- , ing any such foreclosure; provided, however; that Consumers Pcwer will
, use its best efforts to avoid any situation or. correct any condition that may result in any such foreclosure or sale. The sale or transfer to other electric generating or distributing entities of an undivided '
. interest.or interests in the Generating Plant shall not be deemed to be a' sale or transfer resulting in the use of Generating Plant property for. ._
1 purposes other than the Generating Plant and facilities related thereto - and any expansions or additions to the same; provided, that the Generating
.-Plant will continue .to be.used for the production of electricity and 4
i provided further that 'such sale or transfer will be subject to Ocw's , rights under this Agreement and will. not 1mpair or. preclude the fulfill-1 meat of Censumers Power's cbligaticns to Ocw under this Agreement and the Electric Service Centract.
.n 9
4
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A- .] GeneralAgreement Page 51 If Consumers Pcwer shall offer any preperty to Dow for re-purchase hereunder, Dow shall be free to exercise its right of repurchase for a period of ' sixty (60) days following receipt of Consumers Pcwer's
.. written offer of such property for repurchase. Failure to notify Consumers Power in writing within such period of sixty (60) days shall terminate Dcw's right of repurchase. In the event Dow repurchases land hereunder, Consumers Pcwer will give Dew a ccanant deed covering such land, subject to liens, encumbrances and restrictions then of record, and will not warrant, whether expressly cr impliedly, the quality of any structure, equipment or facility thereen er that such structure, equipment
-or facility is fit or suitable for any particular purpose, or make any other warranty whatscever with respect to such structure, equipment or ..
facility. - Further it is reccgnized that any property which Dow may have
- O a right to repurchasa hereunder may be subject to the lien of a trust mortgage or other. instrument securing Censumers Pcwer's indebtedness, $
and any repurchase .of sth property by.Dcw shall be conditioned upon Consumers Power's securing a release of such property frem the lien of such mortgage or other instrument within one hundred twenty (120) days (or such -longer period as the parties may agree upcn in writing) following
~
the date en which Dow notifies Ccnsumers Pcwer in writing of its election to repurchase the property. Consumers Power agrees to use its best efforts to cbtain such release within the time specified. The Resale Closing Date shall be such date, folicwing the date Consumers Pcwer secures a release of such property frem the lien of such mortgage or
, other instrument, as. the parties may agreo upcn in writing.
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. . . General Agreement
, Page :22
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Any general tax levied on any property resold to Dew hereunder-4
. by or for' the: State of Michigan' cr any county, city, village, tcwnship, school district, community college district, or other subdivision .cr agency of the State of Michigan, for the calendar year in which the 4'
Resale Closing Date occurs (hereinafter called the " year of. sale") shall be prorated between the parties hereto as provided in this Secticn 5.3.
~
For purposes of such proration, any such general tax levied on a valua-tion assessed as of December 31 immediately: preceding the year of sale, i .
- as finally equalized, shall be deemed to be a tax levied for the year of 1 sale, which is a'so the " tax year," frrespective of the time of levy, I f .
the due date,- or the fiscal year of- such State, subdivision or agency. ^ jf If a valuation is not assessed on the property to be resold,- apart frem <! _other real property, the parties shall agree upon an equitable pcrtion I
, of the valuation assessed as 'of said December 31, as finally equalized, .
on the real property on which the property to be resold or any fraction l 1 thereof is a part which shall be allccable to the preperty to be resold. The general tax allocable to the property to be resold for purposes of such proration shall be determined by applying the rate of such tax to said equitable portion of'said assessed valuation. That pcrtien of such. -} j tax . levied on er allocable to the property to be resold for the year. of sale which bears' the same ratio to the whole of such tax as the number j .of days frem January 1 to'the day before the Resale Closing Date, inclu-sive, in the year of sale bears to the total number of days in the year
- of sale shall be. treated as- a tax imposed on Censu=ers Pcwer and -shall
,. be payable;by Censumers Pcwer. That pcrtion of any such tax levied en n
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- General Agreement ~!
Page 53 1
;or allocable to the property to be resold for the year of sale which. I bears the same ratio to the' whole of such tax as the number of days frem the Resale. Closing Data to December 31, inclusive, in the year. of sale bears to the to' tal number of days in the year of sale shall be treated i as a tax imposed on Dcw and sha' ll be payable by Dow.
On or before' the Resale Closing Date, Consumers Power shall pay all special taxes and assessments, including unpaid installments I thereof not then due and payable, which are assessed against the property being resold or any part 'of such property, 'and which become liens on such property or personal obligations against the cwner of such property on or before the Resale Closing Date. The provisions of this Section 5.3 shall be effective to the full extent permitted by law, now or hereafter applicable; provided that
-if the rule against perpetuities, or any other rule of law, limits the '
.s time during which any provision of this Section 5.3 can be ef' active, then such provision shall continue to be effective for .to longer than
, the time Llimited by such other rule of law or ?.1-years after the death. of the last survivor of all of. the corporate officers of Consumers Pcwer and' Dow as of May 1,'1969, and all of their children living on May 1, 1969, whichever period is applicable. A list of such officers and their 1
- children is attached hereto and made a part hereof as Exhibit D.
- 6. ~ DISCHARGE OF LIABILITY Each party covenants and agrees not to sue, and releases and woh lly= discharges the other party with respect to any liability the e
t 17
. General Agreement
, Page 54
- other party may. have for any. breach of the General Agreement between -the
.5 parties ~ dated - December 13, 1967,-as ar. ended,' cr the' electric service,
- ~ steam-service or water supply contracts between the parties, all dated January 30, 1974,: occurring before the date of this Agreement. The . parties understand that this discharge cf liability is a ccmprcmise of ~ , doubtful and disputed claims, and that the consideration given in connec-
- - tion herewith is 'not to be construed as an admission of liability on the
- part of either party. The parties further understand and agree that- I 4
this-Discharge of Liability shall. not be construed as an agreement by the parties that Consumers Power's expenditures to date for ccnstructing ! the Generating Plant have been reasonable and prudent except as s'pecifically provided in Section 4.C.(4). . , l
- 7. FORCE MAJEU*tE i y '
i Notwithstanding 'any other provision of this Agreement, any W
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delay.or. failure by. either party in the performance of this Agreement, d 1 other than:for. the payment of money, shall.be excused if and to the extent such delay or failure is due to act of Gcd; war; action of the
- elements; storm or flood; fire; riot; labor dispute or dist2rbance; the--
4
- exercise -of authority or. regulation by governmental or military authorities;
.or any other cause or causes beyond the reasonable control of the non-4 performing party.-
8.- INSURANCE AND-INDEMNITY Consumers Pcwer shall secure and maintain in force during the
~
life of this Agreement financial protection against nuclear ha::ards 1
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- Genera' Agreement .
.1 Page 53
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associated with the Generating Plant, in such form and amounts as may be i required by-law. Notwithstanding anything to the contrary in this i
~ Agreement, Dow shall indemnify and save Consumers Pcwer, its officers, 2 directors, agents and employees harmless frem and against all 1 css, l
' expense, l_iability or damages- arising out of infury (including death) or
. damage to any person or property wnatsoever, to the extent such injury, or damage is caused by or results from process steam from and.after its delivery to Dow hereunder, or frem Dow's use or misuse 'of such steam, 'or-from 'the presence of such steam in Dow's facilities or. products; provided,
- however, that such indemnification shall apply only to the-extent that t
Consumers Pcwer is not otheraise insured or indemnified against such loss' expense, liability or damages and cnly if (1) the injury or damage was caus'ed by radioactivity, chemicals, or other physical characteristics . coured by the specifications set forth in this Agreement or in the Coordination Manual; and (2) the prccess steam delivered to Ocw conplied 4 (subject to the limitations of the parties' measuring equipment and procedures) with the applicable soecifications covering radioactivity, chemicals or other physical _ characteristics causing'such injury or damage. Consumers Power shall use its best efforts to mitigate any _ ~ loss,. expense, liability cr. damages for which Dew indemnifies Censumers Pcwer. - As used in.this Section 8, the word " expense" shall be deemed to include, but not be limited to, any'and all reasonable -and necessary
- expenses . incurred by Consumers Power in defending' any claim, action or
_ proceeding brought against Consumers Power for any of the above-named-
. reasons.
e. e.
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r, 3 j , General Agreement -
-Page 56-9.. TERM AND-TERMINATION-4 A. Term -
Subject to the . rights of termination set forth in this Section 9,;this Agreement shall be effective as of:the date hereof and shall
- extend for an initial tem expiring thirty-five (35) years frem and after the Commercial Steam Operation Date, and frem year to year there-
.after at Dow's option, unless sooner teminated by mutual consent.-
B. Temination Prior to the Ccmmercial Steam Oceration Date Dow, at. its option, may teminate this Agreement prior to the ; Ccmmercial Steam Operation Date only if: (1) Consumers Power is, or will be, unable to declare the
'\
Generating Plant to be in c::mmercial operation for process , j
'd steam in accordance with Section 1.3, regardless of the '
reason therefor, including those reasons set forth in ) Section 7, en or before December 31, 1984; or (2.) Dow is, or will be, prevented by governmental action from utilizing process steam from the Generating Plant.
.. . l C. Termination after the Cc=mercial Steam Oceration Date l Dow, at its option, may teminate chis Agreement after the Commercial Steam Operation Date only if:
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_d
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General Agreement' l Page 57 l
-(l)~ ' Consumers Power is prevented frem, or is unable to, deliver process steam to Dow en a reasonably consistent:
1 ' and reliable basis in accordance.with this Agreement regardless of the reason therefor, including those ! reasons set forth in Section 7; or
-(2) ' Dow gives at least two (2) years' notice to Consumers Pcwer of its ' election, made in its sole discretion, to
, terminate, which notice may not be given prior to the Commercial Steam Operation Date.
D. Payments by Ocw Ucen Termination - (1); In the event of a tennination pursuant to paragraph B(2) ' or C(2) ibove Ocw shall pay Consumers Pcwer an amount
\
equal-to the Allocated steam Investment (prior to deduction _s of the fixed savings credit, "F"), as defined in Section 4 4.C(2), less -sinking fund depreciation or amortization and adjusted for the remaining portion of Investment Tax Credit attributable to the Allocated Steam Investment ~ for -~ which Dow has not yet received credit, for the period over which Consuners Pcwer has taken any depreciation or amortization with respect to assets includable within the Allocated Staam Investment, as shown in the sample calcu-tations contained in the Ccordination Manual; I e.
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T . General Agreement Page 58 (2)? -In the event of a termination pursuant to paragraph B(1) . g
. or C(1), Dow shall pay Censumers Power an amount equal to' one-half (1/2) 'ofl the amount provided in paragraph 0(1) above plus one-half.-(1/2) of the difference between the accumulated actual booked depreciation and the accumulated sinking fund depreciation for the Allocated Steam Invest-mertt (prior to deduction of the fixed' savings credit, "F"), as shown 'in the sa=ple calculations contained in the Coordination Manual. i (3) In the event of a termination pursuant to Section 9.C.(2) l at any time after twenty- (20) years frcm the Ccmmercial Steam Operation Date or in the event of expiration of '
d this Agreement, Dow shall remain obligated to pay Consumers
. Pcwer, in addition to any amount sing under subsection 4
D.~(1), a partion of the costs, if any, thereafter incurred .! J
- by Consumers Power to deccmission the Generating Plant and to restore- the Generating Plant Site, calculated in
-1
- accordance with the following formula
- H
, D=( times times Y)' ,Z
-2 Where:
D- -=- Dow's payment pursuant to this Secticn 9(3). l t U 1 .= Time frcm the Ccmercial Steam Operation Data to the date of: temination. a.
,, , , ==ed W ; -++
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-General Agreement
. Page 59 t =
2 Time from the Ccemercial Steam Operation Date to ; the date that the Generating Plant is retired from
~s ervice.-
ASI' = _ The undepreciated allocated steam investment deter-mined in ~accordance with Section 4.C. TI = The undepreciated total investment in the Generating Plant.
=
Y The cost of deccmmissioning the Generating Plant, including but not limitad to any required site-
. rest'cration costs and the then present value of payments required for surveillance of_ the Generating
, Plant af ter it has been decannissioned. -
.Z = ~
The~ then present value, at a discount rate equal to
-l Consumers Pcwer's rate of return on its electric !
business, of the partion of the monthly aggregate i
, estimated decommissioning and site-restoration costs -
paid by Dow pursuant to Section 4.C.
- Payment of such amount shall-be made within thirty (30)
- days after presentation of properly itemized invoice, supported by copies of such records substantiating said costs as Dow may reasonably require. If D as calculated 1 above is negative, such amcunt shall be refunded by Censumers Power to Dew.
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General Agreement
- Page 60
~E. -Termination Notice e
Should.Dow elect to terminate this Agreement pursuant to this Section 9, Dow shall give-Ccnsumers -Power written notice of . its termination, the reasons therefor and the effective date c th'ereof, and Consumers Pcwer 'shall continue to provide process steam to Ocw until such effective date. l F. . Termination Discutes In the event that the parties disagree with respect to the i availability of any termination option er the amount of any termination payment under this Section 9, the matter shall be l resolved in accordance with Section 12. - i
- 10. ASSIGNMENT
. A The terms, conditions and obligations hereof are binding upcn i
and shall inure to the benefit of the successors and assigns of the parties hereto. . Each party hereby consents to any such assignment by
~
.the other party so icng as the terms, conditions, and obligations hereof.
continue to be binding upcn the assigning party as a guarantor of the performance of its assignee, and in such case no other written consent i to such assignment shall be required. Any other assignment of this Agreement or any part thereof by either party, except by operation omf ! law, without .the -prior written consent of the uother party, shall be void and not merely voidable.
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o Nl;_ g T General.-Agreement Page 61
,. 11.. CHANGES IN AGREEMENT TERMS e
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The' terms of this. Agreement shall net be changed, supersediid-
.or supplemented except in writing, signed by authorized officers of the 4
- parties hereto.
- 12. DISPUTES The parties shall use their best efforts to resolve any disputes under this Agreement by negotiation and mutual agreement. In the event the parties are unable to resolve any factual dispute referred t
to this Section pursuant to Sections 1.(E),.3, 4.C and 9, the parties ' shall submit- the dispute to an arbitrator or arbitrators upon whom they. shall mutually agree. - Except as to factual disputes under the Sections
, expressly set forth above, the arbitrator or arbitrators shall have no authority to make any adjudication or to enter any award unless specifi-
- cally agreed by the parties in writing.~ Arbitraters may be individuals ;
or firms. The parties shall agree upon the assumptions, procedures and time for decision to be utilized by the arbitrator or arbitrators. The-parties agree!that a judgment may be rendered by an appropriate circuit ~ court upon_ any award made by the arbitrator or arbitrators pursuant to a
-submissien hereunder, subject to the authority of. such court to vacate, modify or- correct such award. Consumers Power shall not be deemed to )
- have acted unreasonably or imprudently or to have breached its obliga-tions under-this Agreement in:any way:by continuing- to expend funds on
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the Generating Plaat or by failing to expend funds on th6 Generating Plant' during ' the pendency of any such dispute. 1
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7 .A -% I ~ General Agreement
.Page 62 13.: ' REGULATION
)
It 'is expressly understood and agreed that the parties mutually
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have made. an_ analysis of- the various costs of. the construction and. operation'.of the Generating Plant and _have in good faith agreed upon a reasonable'and proper method of allocating costs and expenses 'between the process steam supplied ~ to Dow h0reunder and the electric power _ and other steam _to be generated by the Generating Plant; that the rates and charges set forth in this Agreement reflect the results of such analysis i and method; and that such rates and charges, as well as the other terms, conditions and provisions of this Agreement are, and will continue to I be, just, reascnable, ncn-discriminatory and ncn-preferential. l Both part[es recognize that there is:a question as to whether . . I the MPSC now has, or may hereafter acquire, jurisdiction over the rates, charges, terms, conditions an'd provisions of this Agreement. Accordingly, _q if this _ Agreement or any of its terms, conditions or provisions is the subject of, er becomes an-issue in, any proceeding before the MPSC, or
-other governmental. agency or court having-jurisdiction, the parties will
-cooperate, and each party will use its best efforts, so that it may be demonstrated to the satisfaction of the MPSC, other agency or court, as '
the case may be, that _to the extent the same are .in issue, the rates, charges, tenn, conditiens and provisions 'of this Agreement are just,- l
- reasonable, non-discriminatcry and non-preferential' and are fair 'to
- other customers of Consumers Pcwer and do not-have an adverse effect en -{
the public interest;- i e 4
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-14. ' WAIVERS 5
The failure of either party to insist, in any one instance or more upon the perfomance of:any of the terms or conditions of- this Agreement, or to exercise any right or privilege herein conferred, shall e not be-construed as thereafter waiving any such.tems, conditions, rights or privileges but the same ihall continue and remain in full-force and effect.- t
- 15. ' GOVERNING LAW:
This Agreement shall be deemed to be.a Michigan contract and shall be construed-in accordance with:and governed by the laws of the St';ta of Michigan. ~ 16.. OBLIGATIONS OF CONFIDENTIALIT( J The parties understand that certain obligations assumed by Ocw under this Agreement may require that Ocw di:close to Consumers Power
~ information which Dow deems confidential, hereinafter called " Confidential Infomation."' Dow is willing to disciose said Confidential Infomation to Consumers Pcwer for Consumers Power's internal review and evaluation if Consumers Power executes'a secrecy agreement of the fom set forth in Exhibit E.
- 17. -0Tr;ER AGREEMENTS
.This Agreement cancels and. supersedes, as of the effective date hereof, the General Agreement between the parties dated December e
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General Agreement '- '
.Page 64
,- 13,1967. as amended, and the water supply contract, the electric y
service. contract, and - the steam supply contract between the parties',
- all dated January 30, 1974. With respect tu the subject matter hereof, this Agreement -supersedes all previous representations, understandings .
and negotiations, either written or oral,- between the parties hereto or their representatives, and, together with the electric service contract
. dated December 30,'1969, and the Electric Service Contract constitutes-the entire agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate by their duly authorized representatives as of , the day and year first above written. CONSUMERS POWER CC PANY
- . THE COW.CHEMI AL CCf! ANY-
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EXHIBIT A-4 NSSS at 2.468 MWt Increase in Electrical Generating Capability for Various Reserved Steam Flow Rates 'of 175 Psig Process Steam Below the Design Flow Rate
'(1 ) -
175 Psig Process (2) . (3): (4)-. 3
. Minimum Process Maximum Process. ' Increase in Electrical .
-Reserved Steam Flow Rate -Steam Flow- . Steam Flow'- ' Capability-kW from the 1,000 lb/ Hour ' 1 ;000 ' Lb/ Hour : 'l;000 lb/ Hour Unit Turbine Generator
;;UCO 1,000 3,200- 24,000-1.100. .1,100 -
3,100 30,000
-1,200 . 1,200 . 3,000 35,000 1,300- 1,300- '3,000- 40,000
' 1.400 1,400: 2,900 45,000 1,500 1,500 2,800 50,000 1,600 1,600 2,700 56,000 1,700 1,700 2,500 61,000. 1,800* 1,800' 2,400 66,000 l,900* 1,900 _2,200. 72,000 I 2,000* 2,000 2,000- 77,000 2,100* 1,900 2,100 74,000 i 2,200* 1,900 2,200 71,000 2,300 1,800- 2,300 68,000
'2,400 . 1,800 2,400 64,000 2,500 1,700- 2,500 62,000 2,600 1,700 2,600 59,000 2,700 1,600 2,700 56,000 2,800 1,500: 2,800 49,000.
.' 2,900- -1,400 2,900 44,000 3,000 1,300. 3,000. 38,000 3,10G 1,100- 3,100 32,000 3,200 1,000 3,200 25,000 3,300 -1,000 3,300. -19,000
~'J
-3,400 1,000 3,400 .14,000 -
3,500 -1,000 3,500 8,000 l 3,650 1,000' 3,650 0
*0cw may; elect one of-these Reserved Steam Flow Rates,~ but understands that continuous operation within. the minimum to maximum ran?e at these Reserved Steam Flcw Rates dces not n
. appear fea'sible, f : NOTES:
- l. Column 14 is based on~ General Electric Canpany heat balances as amended as of the date of. execution:of this ~ Agreement,: and will be revised to reflect actual
' demonstrated turbine generator capability after the~ acceptance cests have been
-satisfactorily ccmpletedcor whenever physical. changes -occur in the Generating Plant which result in significant changes in the heat balances.
2.- This table is based upcn a core cutput of 2,468 it.it and will be revised as. necessaryf to reflect'any increases:in NSSS capability.
'3. This ztable-is based on delivery of 400,000 lb/ hour of Psig proces: steam.
If Dow increases its Reserved Steam Flow Rate 'or 600 Psig pror'ss steam cabove'4CO,000 lb/ hour, column (4) will, be revised to reflect any resulting changes in electrical capability.
- 4.. : All revisions referred to in' no*.es (1) through (3) above shall be made'by
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agreementiof the parties pursuan: to Section l.E.
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EXHIBIT'8- M
- Annua 1 Backtro Charge i
^
.(1) (2) 175:Psig Reserved Steam Flow Rate Annual Backup i
' 1,000 t.b/ Hour' Charce 1,000 - $1.890,000 1,100 2,010,000 l 1,200 ' 2,110,000 l 1,300 2,220,000 1,400 2,330,000.
1,500 2,440,000 1,600 2,550,000 1,700 2,660,000 1,800 2,760,000 - 1,900 2,870,C00 2,000 2,970,000 l 2,100 3,060,000 -! 2,200 3,140,000 1
, 2,300 3,220,000 2,400 !
3,290,000 l 2,500 3,370,000
~
2,6001 3,450,000- l 2,700 3,530,000 _0 2,800 3,600,000 l 2,900. 3,690,000 ' 4 3,000 3,760,000 ) 100 .3,840,000 3,200 3,920,000 3,300 4,000,000 3,400 4,070,000 - l 3,500 4,150,000
. 3,650 4,250,000 l
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-NOTES:
- 1. This table is basev en a Reserved Steam Flow Rate of 400,000 lb/hr of 600 Pstg steam.
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EXHIBIT C 3 Partial Classification of Generating Plant Investment Power "P"' Power investment shall include, but not be limited to, the following principal systems, components and related auxiliaries and'facili-ties > Anc other investment:
- Turbine generaters less any extraction features to supply process steam
- .Ccndensers and circulating water systams and cooling pond.
- Generatcr main bus and disconnects
, - Main step-up transfor=ers
- Transmission lines and switchyard
- Base site cost of $1.5 million plus associated h overheads
- Unit 2 main steam lines
- Unit 2 turbine generator extraction lines to the feedwater heaters
- Unit 2 condensate system
~l.' nit 2 condensate feedwater polishing system u
-. Unit 2 feecwater system -
Coman "C 7 and C2 " Investment common to electric and steam service shall include, but not be ifmited to NRC licens-ing . costs, and the following principal systems,. components and.related auxiliaries and facilities: l
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C) ' Nuclear steam supply systems
-- Reactor Buildings -
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- Auxiliary. Building
- Component cooling water sys*ms
- Emergency diesel generators C
2 . Unit 1 main steam lines
- Unit 1 turbine generator extraction lines l l
to the feedwater heaters l
. Unit 1 condensate systern
-Unit 1 condensate feedwater polishing system
- Unit'l feedwater system Steam "S" . Steam service investment shall include, but not
~
be limited to, the fo11cwing principal systems, c::mpenents and related auxiliaries and facilities:
- Turbine generator extraction features for j supplying process steam '
\
- Main steam lines, condensate and feedwater
. cross-connections between Units 1 and 2 to l
facilitate backup _ process steam supply from -;
' Unit 2 l
- Process steam extraction lines and process !
condensate return ifnes from the turbines
-to the process steam evapcrator building
- Process steam evaporator building
- Process ' steam ficw and radiation monitoring
-systems I.
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- Process steam lines and return piping between process steam evaporator building and Generat- : e ing Plant Site boundary
--Iron removal system en Secondary Steam side of
' process steam evaporator system-
! Site Sensitive "M" Site sensitive investment shall include, but not be limited to, the folicwing systems, ccm-ponents and related auxiliaries and, facilities, and .other investmenc:
- Relocation of drains, brine lines, utilities, etc.
- Subsidence surveillance l
- Plant makeup water line and ccmponents frem c,
railroad bridge to the. Generating Plant
.l
- Reactor cavity flooding system (PLOCAP) j
- Hazardous gas detection and isolation systems.
- Containment penetration pressurization and leak chase. systems
~
- Incremental-cost of increasing reactor _ cavity .
design pressure to meet ACRS requirements
- Site cost above that included'in "P" l i
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7_ _- . . . . . . - . . . p EXHIBIT 0-The following were the corporate officers of Censumers Pcwer Company and The Dow Chemical Ccmpany, and their children, who were living on May 1, 1969. CONSUMERS POWER CCMPANY Officer Childran-A. H. Aymond Charles H. Aymond Chainnan- of the Scard ' Robert D. Aymond William G. Aymond James H. Campbell Bruce H. Campbell President James B. Campbell Scott R. Campbell Harry R. Wall . Nancy Wall Reif - Senior Vice President Suzanne M. Wall
' Stephen H. Wall i
John H. Wall John B. Simpson Jean Simpson Senior Vice President s Rchert D. Allen Robin E. Allen < Senior Vice President Mark W. Allen Birum G. Campbell Birum G. Campbell, III Vice President William B. Campbell
-W. Anson Hedgecock- Wealtha Hedgecock Rea Vice oresident- William A. Hedgecock, Jr.
Ralph C. Bretting George C. Bretting Vice President Patricia A. Bretting
- Floyd C. Fisher Debra L. Fisher Vice President Steven C. Fisher Pamela Fisher Allen S
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, 1, . D-2 ' Russell C; Ycungdahl ' Karen Youngdahl Pawlick Vice-President- ~ Ann K. Youngdahl Russell C. Youngdahl, Jr. .- Kathryn M. Youngdahl Walter R. Scris Charry D. Boris
! Vice President -Percilla D.~ Boris
~ Emily.D. Soris John:W. Kluberg' _
- Lynn Kluberg Cunningham ;
Vice President and Controller Karen L. - Kluberg Paul-A. Perry Patricia A.-Perr/ Secretary. - Ruth A. Perr/ Robert P. Perry Donna J. . Perry Herbert J. Palmer Mary Palmer Wallsteadt '! Treasurer Herbert J. Palmer, .Jr. Harold P. Graves- David 3. Graves General. Counsel James F. Graves Samuel N. Spring - Robert S. Spring
-Assistant Centroller. - James M. Spring Thomas E. Spring Richard A. Spring ,, David ,W. Spring-f1 Richard M. 'Griswold (No Children)
C Assistant Secretary d Roger T. Berg- Thomas R. Berg Assistant Secretarf f Robert L. Bayn Robert L. Bayn, Jr. r -: Assistant Treasurer Janice M. Bayn
, Dennis L. Bayn U
' Donald W. Aldrich Claudia J. Aldrich Assistant Treasurer Tracy E. Aldrich ~
Steven -R. Aldrich I I i
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liiE DOW CMG1} CAL'CDNPANY Officer Children Carl A. Gerstacker -
- Bette Mignen Gerstacker Chairman of the Board Lisa Jayne Gerstacker Herbert D. Daan- Jeffrey William Doan President, Chief Executive Christine Mary Dean Officer Michael Alden Dean Ruth Alden Doan
~ Leland I. Dean Leland A. Daan Chainnan of the Executive Herbert Ocw Dean
-Committee Dorothy Dean Artury C. B. Branch Jaquith Lee Wright Executive Vice President Pamela Jill Bendall .
Kristi Marie Branch Gretchen Kit Branch Audrea Denise Branch - Derek Karl Branch . Timotha Victoria Branch . Donald K. Ballman ' Ocnald K. Ballman, Jr. Senior Vice President Brenda Ballman Keyser Earle B. Barnes Ronald L. Barnes " Vice President, General Larry B. Barnes Manager of U. S. Area David A. Barnes Themas H. Barne;
-A. P. Beutel Phillip. R. Beutel
'.Vice President, Director of Betty Ann Hanley Government Affairs Richard A. Beutel John M. Henske . .
Allison Weissman
-Vice President, Director of Kathryn Mcdonald
- Ccrporate Product Department John D. Henske Robert C. Henske
- Julius E. Johnson : Peggy Lcuise Jaster Vice-President, Directer of Andrea Kay Smith Research and Development Jan Elyse Johnson Reed Meery Jchnson L
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-Officer . Children e G.-James W1111'ams -
Schuyler Bailard Vice President, Comercial ! Patricia A. Williams
' Director of the U. S. Area George James Wilitams, Jr.
- Herbert H. Dow' Dana E. Dow Secretary. Willard H. Dow Pamela G. Dow-Robert B. Bennett -
Stephanie L. Solar Treasurer -Constance L. Howard i H. H. Lyon . Thomas H. Lycn Controller,. Assistant Peter M. Lyon Secretary Margo A. Lyon William A. Groening, Jr. Mary Flores , General Counsel, William Andrew Groening- ' Assistant Secretary ~ Janet Marsh
~
Phyllis Greening Thecdore Greening .. e e d 1
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.f EXHIBIT E Dow is willing to disclose Confidential Information to Consumers Power subject to the folicwing conditions:-
'(A)- -Consumers Pcwer shall use Confidential Infonnation only for Censumers Pcwer's internal review and evaluation; (B) Censumers Power shall use their best efforts to main- i 1
- tain Confidential Infonnation in secret and in l i
confidence from all third parties; i (C) Consumers Pcwer shall promptly notify Dew of any
-l inquiry or demand made by any governmental agency j or authority or any inquiry or , demand made as the g result of an administrative or judicial proceeding '
where an answer to the same would divulge or tend 4 to divulge -Confidential Information; and 1(D) Consumers Power shall not, without written consent of 0cw, disclose any' Confidential Information in answer -to said inquiry or demand except to the t- , extent necessary;to secure _ governmental licenses 1 or permits or.when required by compulsory process ! of. a court or administrative agency. 'i ' Consumers Power'shall use its best efforts to secure confiden- I tial treatment of such informatien by the 6 il
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- governmental authorities involved, and shall permit Dow te assist in discussions with such authcrities regarding such confidential trea1
- ment. In the event efforts to secure confidential treat:nent are not successful, Ocw shall'have the right, to the extant permissible.by law, to consult and advise Consumers
-Power concerning such answers.
, Consumers Power's obligations of ccnfidence as set forth in this' Agreement shal1 not apply to any infonnation that is: (1) known by Consumers Power before being obtained frcm Ocw; i
, .(2) _g enertily available to the.public without the fault of 4
Consumers Power; or a
- (3) obtained or' acquired by Consumers Pcwer in good faith 4
from a third party who has the same in good. faith and is 1 not under any obligation to Ocw in respect thereto. Consumers Pcwer's obligations under this Agreement shall tenninate upon written release by Ocw. Further,-Consumers Power shall part!cularly advise its officers, j , employees, representatives and agents who hue access to Confidential i 4 Information. of this Agreement and shall require each and every one of .t them to abide fully by the ~ same. u l l
~~"
. . E-3 r
Except for Consumers Pcwer's right to evaluate said Confi- - dential Infomation of Ocw, no rights or licenses under the proprietary
~
rights of either party hereto' are granted by or to be implied from this Agreement. Upon execution of this Agreement, please return ene fully executed copy of this document to M. S. Jenkins, Patent Depar$nent, The Ocw Chemical Company Midland,~ Michigan 48640. Understood and Ac::epted by: CCNSUMERS PCWER COMPANY THE COW CHEMICAL CCMPANY By gy Name: Name: -
Title:
Title: i ( Date: - Date: (
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