ML20004C957
| ML20004C957 | |
| Person / Time | |
|---|---|
| Site: | Comanche Peak  |
| Issue date: | 05/28/1981 |
| From: | Gary R TEXAS UTILITIES ELECTRIC CO. (TU ELECTRIC) |
| To: | Harold Denton Office of Nuclear Reactor Regulation |
| References | |
| TXX-3324, NUDOCS 8106080083 | |
| Download: ML20004C957 (350) | |
Text
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TXX-3324 TEXAS UTILITIES GENERATING COMIMNYFile No.10101 2001 BRYAN TOWER
- DA11A!LTEXA8 75201
. R. A GARY May 28, 1981
...cm... ..c. . .
e @ [
>A F c._ m s Mr. Harold R. Denton D' ' ff m +
Director 7 g < g~~~ [,
Nuclear Reactor Regulation b[
m< 7 U. S. Nuclear Regulatory Commission 'i %
Washington, D.C.- 20555 9 {[
SUBJECT:
COMANCHE PEAK STEAM ELECTRIC STATION I 6/
DOCKET NOS. 50-445 and 50-446 g Y(M APPLICATION FOR AMENDMENT OF CONSTRUCTION PERMITS NOS.
CPPR-126 AND CPPR-127
Dear Mr. Denton:
Enclosed is an " Application for Amendment of Construction Permits (Nos.
CPPR-126 and -127) to Reflect Additional Ownership Interest". The requested amendment would include the Tex-La Electric Cooperative of Texas, Inc. (Tex-La) as prospective co-owner (tenant in comon) of the subject facilicies with the present co-owners.
Also enclosed are Tex-La's " Responses to Infonnation Requests Concerning Financial Qualifications".
Based on a similar request to amend the subject Construction Pennits dated December 26, 1978 we have determined the amendment class should be clasr III ($4,000) for unit 1 and class I ($400) for unit 2. We have therefore enclosed a check for $4,400 as payment of amendment fee.
Sincerely, ary RJG:grr E106080 D T '3 h' l
P (. 1 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )
)
TEXAS UTILITIES GENERATING COMPANY ) Docket Nos. 50-445
) 50-446 (Comanche Peak 5 team Electric )
Station, Units 1 and 2) )
AFFIDAVIT R. J. Gary being duly sworn, hereby deposes and says that he is Executive Vice President and General Manager of Texas Utilities Generating Company, the Applicant herein; that he is duly authorized to sign and file with the Nuclear Regulatory Comission this request to amend the Construction Pennits (CPPR-126 and CPPR-127) for the captioned facilities; that he is familiar with the content thereof; and that the matters set forth therein are true and correct to the best of his knowledge, information and belief.
Y. V m R. J.#Gary Executive Vice President and General Manager STATE OF TEXAS )
) ss j COUNTY OF DALLAS ) !
l Subscribed and sworn to before me, a Notary Public in and for d*>em 8m X on this MO day of b '
,19lF.
i ou w -J 1
Notary Public l GLENCA DENSON, Notary FL%c g in and for Dattas Coun Texa
'$ connission expires T.4 lr . /7 , 198.){f. f4 Comm ssion Esp: ret J~ J -
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THIS DOCUMENT CONTAINS ITEM A - TEX-LA P00R QUAUTY PAGES If financing is to be provided through REA guaranteed sources, the
~
applicant must provide copies of favorable letters of intent from REA regarding the proposed REA loans. These must be provided prior to issuance of the permit or license. Indicate whetNr the REA has provided loans to the applicant in the past and the total amount of those loans.
I RESPONSE REA has signified its consideration of Tex-La's application of loan for participation in Comanche Peak Steam Electric Station by Federal Register Notice dated December 19, 1980 (45 Fed. Reg. 83646), Exhibit A. Since Tex-La is a recently established organization, there have been no previous loans from the REA although the Tex-La members, Deep East Texas electric Cooperative, Housten County Electric Cooperative, Jasper-Newton Electric Cooperative, Sam Houston Electric Cooperative, Rusk County electric Cooperative, Cherokee County Electric Cooperative, and Wood County Electric Cooperative, have had previous loans approved I by the REA.
The contituent members of Tex-La of Texas have raised a total of j
$87,823,000 in loans from REA and CFC during the past ten years. (Sec Exhibit 0).
I I
I
I !
ITEM A-1 TEX-LA Provide a detailed statement of the projected sources of funds and respective dollar 6 mounts for the cooperative participant's total contribution to the subject project. Include a detdiled explanation of the assumptions upon which the project's sources or funds are based.
RESPONSE
I Tex-La has made application to REA for a loan in the amount of
$180,000,000 in order to finance its 4-1/3 percent undivided ownership I interest in the Comanche Peak Steam Electric Station, Units 1 and 2, and an approximate 12 percent undivided ownership interest in the 45.5 mile Everman 345 KV transmission line. Although current construction schedules and budget estimates indicate that approximately $135,000,000 will be sufficent to satisfy Tex-La's obligation to purchase a 41/3%
interest in the project, REA has requested that the loan application be made in the amount of $180,000,000 in order to cover any unforeseen circumstances which may result in the increased cost of the project.
REA is expected to give notice of its intent to make this lean to Tex-La very shortly. A copy of REA's letter of intent will be forwarded to the NRC as soon as received.
On January 8, 1981, Tex-La paid Texas Power & Light Company
$90,419,549.50 in partial payment of Tex-La's purchase of a 4-1/3 percent security interest in the Project as of December 31, 1980.
These funds were obtained by Tex-La from the National Rural Utilities Cooperative Finance Corporation (CFC). In addition, Tex-La, through CFC, has secured funds in the amount of $44,317,540.5C. which amount, together with the payment made at the closing, is considered to be I
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sufficient to satisfy Tex-La's commitment to purchase a 41/3% interest in the project from the date of closing through completion of the project, as heretofore stated. (See Item D for a breakdown of the estimates of the additional payments.) The estimates for the additional payments set forth in Item D are based on current construction schedules and budget estimates.
'I In the event Tex-La is unable to secure REA permanent financing by April 1,1982 (the date on which the Promissory Note made by Tex-La I payable to CFC becomes due) TP&L has agreed to purchase Tex-La's undivided interest for an amount equal to all of the payments paid by Tex-La pursuant to the Agreement, plus all interest, and charges related thereto paid by Tex-La to CFC, in connection with CFC's financing of Tex-La's participation and ownership in the Project. A copy of this Interim Financing Agreement between TP&L and Tex-La is annexed hereto as Exhibit M.
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I ITEM B - TEX-LA l
l 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 facility. Explain the reason for the difference, if any.
I RESPONSE I Tex-La's percentage ownerahip and entitlement are equal, being 4-1/3
,g percent. See Section 1, page 2 of the Amendment to the Joint Ownership B Agreement, (Exhibit C).
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I !" ITEM C - TEX-LA l Provide copies of the participation agreement between the cooperative l and the other applicants.
RESPONSE
l A copy of the Joint Ownership Agreement and Amendment of Joint Ownership Agreement for Comanche Peak Steam Electric Station are Exhibits B and C to the Application. .
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ITEM D - TEX-LA Indicate the amount to be paid to the lead applicant by the cooperative upon execution of the ownership agreement. Provide estimates of the total additional payments to be made subsequent to the execution of the agreement and though completion of the facility.
RESPONSE
On January 8,1981, Tex-La paid Texas Power & Light Company
$90,419,549.50 in partial payment of Tex-La's purchase of a 4-1/3 percent security interest in the Project as of December 31, 1980. See Section 1, page 2 of the Amendment of the Joint Ownership Agreement (ExhibitC). The total additional payments to be made subsequent to the closing date and through completion of the Project are estimated to be $44,317,450.50. Such payments will be paid monthly by Tex-La.
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ITEM E - TEX-LA If membership cooperatives are involved, explain the contractual arrangements between the cooperative and its members that will provide funds for interest payments on the loan (s) and its aventual retirement.
Provide representative copies of such contracts.
I RESPONSE Since Tex-La is a new entity there are no executed wholesale power agreements. Wholesale power agreements with its seven members, Deep East Texas Electric Cooperative, Houston County Electric Cooperative, Jasper-Newton Electric Cooperative, Sam Houston Electric Cooperative, Rusk County Electric Cooperative, Cherokee County Electric Cooperative, and Wood County Electric Cooperative, are expected to De executed shortly. Upon execution of such agreements, copies will be furnished to the NRC as a supplement to this response.
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I ITEM F - TEX-LA Provide copies of excerpts from state statutes on which the cooperatives are relying as authority to incur debt and to take other actions necessary to acquire partial ownership of the subject i :ility.
RESPON3E
'the Cooperative relies on the following statutory authority under the laws of the State of Texas; l
- 1. The Cooperative is organized under Article 1528b, Vernon's Annotated Texas Statutes, (Exhibit D), which is the Electric Cooperative Corporation Act of the State of Texas. Section 3 of the Act defines the purpose of corporations created under the Act, and Section 4 prescribes the powers of corporations created i thereunder. See the defined powers under Section 4 and specifically subsection 4, subsections 7 and 8. and subsection 9
! relating to specific authority inquired about in this question.
l Attached is a photocopy of portions of Article 1528b (V. A.T.S.)
showing the specific excerpts to the Statute inquired about in j this question.
- 2. Article 1435 of Vernon's Annotated Texas Statutes, (Exhibit E),
l defines the general powers of corporations organized under the Texas Statutes as electric power corporations, and Article 1437 l 1
(V.A.T.S.) is the general statutory authority of an electric '
power and light corporation to borrow money and to mortgage its property. Copies of these two statutory provisions are also l- attached as a part of the response.
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- 3. Article 1435a, (Exhibit F), of Vernon's Annotated Texas Statutes, entitled " Cooperation by Entities in Electric Facilities Construction, Financing, etc.," provides specifically for
" entities" specifically including public or private corporations to join together as co-owners in owning and operating facilites for the gener.ition and transmission of electricity, including provisions for financing of such joint facilities. Attached hereto as a part of this response is a copy of the statutory provisions of Article 1435a os they apply to the authority sought I herein.
- 4. Article 1446c (V.A.T.S.), (Exhibit G), is the Public Utility Regulatory Act of Texas, and Section 59 of the Act provides for transfers of certificates of convenience and necessity issued by the Commission, and Article VIII of the Act relates to mergers and consolidations with another public utility. Copies of excerpts from this Act are attached hereto as a part of the response to this question.
- 5. On January 8,1981, pursuant to a Joint Petition filed by the Applicant and Tex-La, the Texas Public Utility Commission issued its Order approving Tex-La's purchase of a 4-1/3 percent interest in the Project and all agreements related thereto. A copy of the Order is attached as Exhibit H.
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I ITEM G - TEX-LA Describe the rate-setting authority and rate covenants of the cooperatives and how that authority will be used to ensure the satisfaction of financial obligations in relation to the design, construction and operation of the facility.
RESPONSE
The rate-setting authority of cooperatives is found in Section 4(14) of Article 1528b, (Exhibit I), Vernon's Annotated Texas Statutes. The authority for regulating the rates of public utilities in Texas is provided in Article 1446c (V. A.T.S.), (Exhibit J), which is the Public Utility Regulatory Act of Texas. Section 38 of this Act provides that the regulatory authority shall set "just and reasorm e rates for i
electric utilities" and Section 39 of the Act provi:les that the
, regulatory authority "shall fix its overall revenues at a level which will permit such utility to recover its operating r epenses together I with a reasonable return on its invested capital." As a part of this response there is attached hereto a copy of Article VI of the Texas Public Utility Regulatory Act which pertains to the rate setting authority of the Commission. Pursuant to this authority the Texas Public Utility Commission has adopted substantive rules of the i Commission governing the establishment of electric rates $n the State of Texas. The Texas Public Utility Commission Rule 052.02.03.033, (Exhibit K), sets out the rules governing Rate Structure in Texas. As to the level of rates, this Rule provides that the Commission "shall I fix the overall revenue requirements at a level which will permit such utility to recover its allowable operating expenses together with -
fair and reasonable return on its capital investment." Likewise, under l
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I Commission Rule 052.02.03.032, (Exhibit K), governing " Cost of Service" in the section providing for " Rate of Return" the Commission has established the rule hat: "The return shall be reasonably sufficient
- ., assure confidence in the financial integrity of the utility and shall be adequate under efficient and economical management to maintain its credit and attract the capital necessary for the proper discharge of its public duty." In connection with the rate-setting responsibility prescribed by the Rules, the Texas Public Utility Commission has adopted rates for electric cooperatives which recognize I the validity of the mortgage requirements contained in mortgages of the Rural Electrification Administration of the United States of America and the National Rural Utilitics Cooperative Finance Corporation.
In addition to the rate-setting authority and rate convenants of the
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Cooperative as set forth above, the member cooperatives shall have wholesale power agreements with Tex-La to further ensure the satisfaction of the financial obligations of each of the members to pay for construction and operation of the facility. (See Item D.)
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4 ITEM H - TEX-LA i l !
Describe the nature and amount of the cooperative's most recent rate relief action (s) and its anticipated effect on net margins. Provide copies of the rate order (s). In addition, indicate the nature and amount of any pending rate relief action (s).
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RESPONSE
i j Since Tex-La is a new entity, rates have not been set as yet.
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1 ITEM I - TEX-LA Provide copies of the latest annual and interim financial statements.
Also provide copies of similar statements for the corresponding periods ended in the previous year. Continue to submit copies of the annual financial statements each year as required by 10 C.F.R. 50.71(b).
RESPONSE
Since Tex-La is a new organization, there is not annual report.
Tex-La's Financial [unaudited] Report, dated December 31,1980, is attached as Exhibit L.
The financial statements of the individual members are attached as Exhibits P through V.
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, 8h646-Federal Regieter / Vd. 45. No. 246 / Friday. December 19, 1980 / Notices Vicinia . .._ .1% . . . 2 .4. Bank under a standing agreement with . i 1980)(10)Ned J.. Fashions.Inc 4350
..o the Rural &ctrincetion Administration. -l
'Nbemarle uveseeckMarket.las @W. Commerce Circle. S.W. Adanta.
Charlottesvule .- -.. , .r../ 'r Copies of REA Bulletin 20-22 are .
' victoria uveeteck Marekt. Viceeria Georgia 30336. a producer of women's ~
ava!!able from the Director. OfBee of ' . blouses, pants. Jacksts, vests and skirts Wyoming . .
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y , ,,,.,s , x . , ,, y o . D Information and Public' Affairs. Rural g
(accepted December 4.1980)(11) ljg-or- 1 .i
- pr Cnysse$ntockMarke ed. Electrification Administration.
Department of Agriculture. Washington.
Phoenix Imn Works. P.O. Box 24123. ,
U.S. .. -
. . . . . .~ Oakland. Califomia 94623 a producer of
. . . . Al t.. D.C.20250.
4.pg. .1 L . .,
- Effective Datar The foregoing notice - tron castings (accepted December 4 l
l Inis pesrem is listed in the Catalos of 1980):(12) slower Handbag j shall become 1980.. - -v effective .
D==har19 7 Federal
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- Domestic Assistance as stLaso 7 Manufacturing Company,25-39 Han
' i lg l Rarel ElectriSceuca Loans and laea ^**.
Done at Wuhinston. D.C. this is day of; , Guarentees.) Street. Brooklyn. New York 11205, a Deember tsaa. - -~ q-.
. . Deted at Washinston. D.C. this soth day of producer of handbags (accepted I.K. Atw*H.
g, - . _ , .y,..
Act ngDeputyM mi incesar. Feaormary :g 3*'
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Senes T. Np k- d. , g . .g 3 x . Greenhouses.Inc 4570 SL Paul December 9.1980) (13) Arthur J. Clark 3 88-
.y .3 f. , - Q'c . Boulevard. Rochester New York 14617 graow.awrnsin. dis'.is.annes d " { Actas Administrosac Jtmulmectrffhotlen a producer of cut flowers and plants sauno caos sema es, (*y D, f . Adawustation. .
-- . . p g.. (accepted December 9.1980h (14) pmb m.assaire. dis-mana.es.mi 3 e, I.
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samme caos se**= Rockford Corporadon.328 South
. p . _ -: s Roc:cford Drive. Tempe, Adzona 85281, a Ruralsectrification AdrninistrationT
- pmducer d car 8temo Power amphSen W#
Tex-l.$ Eectric Cooperative of Texah, DEPARMENT NCOMMERCE '
(accepted December 9.1980)(15) ,,
Inc.; Proposed Loart Guarantee '
Toland Tool. Inc 1523 Cascade Stmet.
' f ..M Economic Development u LW ' . . Erie.PennsyM 18502 a pmducer d Under the autitority of Public Law 93 Admin!stration 'm I pa and di m sa
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.'. ' cab a H Petitions by Producing Firms ftc procedures as Farms.1374 McLaan Road. Mount -
f rth in REA Bulletin Determinations of Elgibility To Apply Vemon. Washmgton 98273. a producer
. 20-22 (Guarantee ofI. cans for Bulk . ,, for Trade Adjustment Aaalstance I Power Supply Facilities).neles is ,
of fruits, vegetables and grain (accepted 4
, hereby given that the Administrator of Petitions have neen accepted for filing December 9.1980). ,
REA will consider providing a guarantee ' from the following firms:(1) Boman The peddons wem submiM supported by the full faith and credit cf Industries.Inc 9300 Hall Road. - pursuant to Section 251 of the Trade Act - qy Downey. California 90241 a producer of the United States of America for a loan of 1974 (P.L.93-618) and i 315.23 of the in the approximate amount of - automotive radios and other sound Adjustment Assistance Regulations for ,
$1 ppm nm to Tex-La Eectric .. equipment (accepted November 24. J I Cooperative of Texas. Inc. of San . T 1980): (2) Cove Manufactunng. Ins 331 Firms and Communities (13 CFR Part 315).
J Augustine. Texas. These funds will be . Bonney Street. New Bedford.
Massachusetts 02744. a producer of Consequently, the United States f
o used to finance a 4.333 percast.
- Department of Commerce has initiated
. undivided ownership interest in the women's dresses. jackets and vests 2 separate investigations to determine '
Comanche peak Nuclear Steam Eectric (accepted November 28,1980h (3) Fulop Manufacturing Company,1530 W.25th whether increased imports into the Station. Units 1 and 2. and an United States of articles like or directly epprnimate 12 percent undivided
- Street. Cleveland. Ohio 44n3 a ow ership interest in the 45.5 mile . producer ofindustrial fasteners ' ' competitive with those produced by I, *
(accepted December 1.1980) (4) Metlox each arm contributed importantly to .*
Everman 345 kV transmission line, w Manufacturing Company.1200 total or partial separation of the firm's -
Legally organized lending agencies , Morningside Drive. Manhattan Beach.. workers, or threat thereof, and to a capable of makir.g. holding and ~ ~
decrease in sales or production of each California 90288, a producer of ceramic s.:rvicing the loan proposed to be - peddoning arm. . ..
guaranteed may obtain information on dinnerware and giftware (accepted 4 t*
ths proposed program, including the ' . Decemberi.1980h (5) Street.
Hawthorne .e Any party having a substantial I Sportswear. Inc.,25 Foster .< intenst in the pmceedings rnay mquest engineering and economic feasibility ! Worcester. Massachusetts 01808, a 37 studies and the proposed schedule for 8 public hearing on the matter. A 3p I ' guaranteed loan funds from Mr. John H.
the advances to the borrower of the - -
producer of women's skirts, pants and shorts (accepted December 3.1980) (8) request for a hearing must be received by the Chief. Trade Act Certification Division. Economic Development
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Butts, Manager. Tex-La Eectric - Maddalozzo Mushroom Farms.101 Old ., f Cooperstive of Texas. Inc., P.O. Box 479 Kennett Road. Kennett Square. g Arfministration. U.S. Department of Pennsylvania 19348, a producer of ..w l San Augustine. Texas 20250. J ; . "' Commerce. Washington. D.C. 2023u. oo mushrooms (accepted December 3. M . later than the close of business of the }4 )
In order to be considered. pr5xS.als ; 1980)(7) Uniteo States Crystal -
- tenth calendar day following the y pg j ~ must 19.1981. be subreitted to Mr. Butts.on Theorright before is , . aJanuary Corporation. 3805 McCart Street. Fort publication of this notice.
Worth. Texas 78no. a producer of , A g;. resirved to give such considerauca and .~ The Catalogue ofFederalDomestic e .C quartz crystals (accepted December 3. ' Assistance of!Icial program number and make such evaluation or other %
disposition of all proposals received as 1980h (8) Vinnie Blouse Company. Wind ' title of the program under which these Cap Pennsylvania 18091, a producer of petitions are submitted is 11.309. Trsde B
Tex.La Eectric Cooperative of Texas, ,.
Inc. and REA deem appropriate. * ' women's blouses (accepted December 3. Adjustment Assistac :e.Inasfar as this 1980h (9) Pivot Metal Works. Inc 100 y Prospective lenders are advised that the notice involves petitions for determuung Alabama Avenue Brooklyn.NewYork eligibility under the Trade Act of1974.
gusranteed financing for this project is 4; 11207 a producer of handbag frames - the requirements of OfHee of g, aveilable from the Federal Finanr4ng. and ornaments (accepted December 3
.E .. .. . Management and Budget Circular No. '
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~Q JOINT OWNERSHIP AGREEMENT .
J BETWEEN -
DALLAS POWER & LIGHT COMPANY, TEXAS ELECTitIC- SERVICE COMPANYi
FOR-COMANCHE PEAK STEAM ELECTRIC STATION m
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l TA1EE OF CONTENTS
. "wsc=rion No. -
Page No.
- 1. Definitions I 2. Acquisition of Ex.: sting Assets and Contract PJghts 2
7
- 3. Ownership Rights,, and obligations Following Acquisition 13
- 4. Project Coordinatfon 18 *.
I 5. Construction, Operation, and Licensing , , 23
- 6. Capacity and Enern Entitlements 24 I'
- 7. Delivery, and Tranuaission 25
- 8. Execution of Cont. acts 27
- 9. -
Construction and fperating Costs Af ter Acquisii:1on " '
- of Interest 28
- 10. Fuel
- 31 I
- 11. Project Operation 36
. 12. Insurance, Liability, and Legal Actions 37
- 13. Taxes 40
, 14. Uncontrollable For-ces 40 O 15- " *
- 8 *8 * *"d T**"'f *r f I"t***** 'l 1
d^ 16. Right of First Refusal
- 44'
- 17. Destruction or Abtndoncient' '
48
- 18. Defaults 50
- 19. Waiver 53
- 20. Intrastate operation 53
- 21. End .of Project
- 54
- 22. Training 54 .
- 23. Miscellaneous 54 s.
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5 e t AGREEt!ENT .
PARTLES .
This Agreement is entered into.this 2 d day of J e g r 'v , 197 , by l,cad between Dallas Power & Light Company (DP&L), Texas Electric Service Company
.(TESCO), Texas Power & Light Company (TP&L), Texas Utilities Generating Company (TUGCO), Texas Municipal Power Agency (TMPA), and Brazos Electric Power Cooperative, I
Inc. (BEPC). DP&L, TESCO, and TP&L will be hereinafter referred to collectively cs " Companies". DP&L, TESCO, TP&L, TMPA, and BEPC will be hereinafter referred to collectively as Parties" and, nparately., as " Party," and with TUGCO, collectively es " Signatories" and,' separately, as " Signatory." .
ECITALS
- Companies have acquired a site in Hood and Somervell Counties, Texas, and anve been engaged in and propose to continue to engage in all necessary action and activity necessary and incident to the study,' design, engineering, construction, and operation of a nuclear fueled electric generating station thereon, with two units. having a nominal . capacity of approximately ll50 megawatts each, the first I ,
of said units expected to go into service in 1981 and the s' econd in 1983', to be known as the Comanche Peak Steam Electric Station. .
Companies have eritered into contracts with TUCC as agent"for the Companies relating to the design, construction, and operation of the Project . and upon 1 cpplication to the United States Atomic Ene gy Commission (predecessor of the Un'ited States Nuclear Regulatory Owission) have received construction permits I therefor.
TMPA and BEPC desire to share in the ownership of the Project as tenants in I ;jJcommon. The Companies have determined that such participation is appropriate and
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. desirable. All Parties have agted to construct and operate the Project in accordance with Prudent Utility P:ctice, consistent with the efficient and safe
'I operation of the Project.. Pu rsu.r.t to this goal, sil Parties have determined that. it is to their best interest . hat TUGC0 act as agent for all Parties in the licensing, design, construction, opration, and maintenance of the Project.. ,,
NOW, THEREFORE, the Parties mrually agree as follows:
- 1. DEFINITIONS I 1.01 " Batch" shall mean any ;roup of Fuel assemblics that are inserted into any Project reactor core togethe as a group at the same time and removed from any Project reactor core together 2 the same time.
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1.02 " Capacity" means electrr rating expressed in megawatts (mw).
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1.03 " Costs of Con:truct.ica"2eans all' direct and indirect costs and expenses reasonably incurred by or on behd.f of the Parties with respect to the Project that are properly chargeable unde the . Uniform Sy. stem of Accounts to t.he study, acquisition, design, engineering, licensing, installation,- and construction of I the Project and to making it ready for operation, including, but not limited to, khe costs of all payments made tc the Brazos River Ant.hori,ty for water required ,
or reserved for the Project prior to the Date of Commercial Operation and all pal roll costs, related employee renefit costs, and employee ' expenses properly chargeable to the Project, but exchding (1) Costs of Fuel referred to in Paragraph 10.03 and (2) any financing costs, including, but not limited to, interest, bond discounts, legal, fiscal, and prnting fees, and other costs related to any financing. Credits relating to sich costs, including insurance proceeds, premium I refunds and earnings on the investsent of advances to Project Manager of Costs of Construction, shall be applied to Gsts of Construct. ion when received. '
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" Costs of Operation" means all direct and indirect c reasonably incurred by or on behalf of the Parties with osts and expenses the Project, subsequent respect to any portion of
-I to thc .Date of Commercial Operation of such portio the Project, n of that are properly chargeable under the Uniform Syste m of Accounts to the operation, maintenance, shutdown, decommissioni of the Project, ng, or disposal of such portion
.c including, but not limited to, labor _ costa, all payroll costs, related employee benefit costs, and employee expenses y chargeable to the properl I Proj ec t ,
the costs of recruiting and training the operating staff for the Project, the cort of water required or reserved for the operation of the Project, exclud-
.ing those payments for. water made - before thea Date of Commerc peration and I charged to Costs of Construction, the costs of repairs
'and modifications necessary to assure' d
, renewals, replacements, esign capability in keeping with Prudent i Utility Practice or necessary to obtain the approval requirements ~
of or to comply with the of governmental agencies having jurisdiction, '
and the costs of betterments, modifications, and other capital additi ons to such portion of the I Project subsequent to the Date of Commercial Operati Project, s
but on of such portion of the excluding (1) Costs of Fuel referred to in Paragraph 10 03 and (2)
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eny financing costs, including, but not limited to, ,inte re's
- g. legal, fiscal, and ' printing fees, .and other costs W related to any financing.
Credits relating to such Costs of Operation, includin g insurance proceeds, premium refunds and earnings on the investment of advances to Proj ect Manager of Costs of i
1 Operation, shall be applied to Costs of Operation wh i en received.
1.05
, "Date of Commercial Operation" shall mea n the date fixed by the P roject Manager as. the point 5 in time when the portion of the Project that is \
b2ing placed in operation is ready to be operated on a c l t
ommercial basis.
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?. o pa-1.06 " Energy" means kilowatt-hours (kwh) or megawatt-hours (mwh).
4
]T 1.07 "ERDA" means the United States Energy Research and Development Adminis-tration or such successor a ;enci,es or other go'vernmental authorities as shall have the function of performing nuclear fuel enrichment or other related services.
1.08 " Energy Entitlement Share" means the entitlement of a Party to Project.
Energy determined pursuant to Paragraph 6.02.
1.09 " Fuel" means Proj ect nuclear fuel, irrespective of chemical and/or physical form, and rights related thereto.
1.10 " Matter" means any , subject, or any aspect thereof, arising out of or I ,,
relating to the interpretation or performance of this Agreement, including any proposal that may be made by any of the Parties.
1.11 " Net Effective Generation" means the actual net Power output that the E. Projec't's generating unit (s) are capable of producing at the high voltage ter of the Project at any given time.
l.12 "NRC" means the United States Nuclear Regulatory Commission or such successor agencies as shall have jurisdiction for licensing or regulating nuclear
. power generating plants.
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1.13 " Owners Committee" means the committee composed of regresentatives of
- the Parties established pursuant to Paragraph 4.01. -
1.14 " Ownership Share" of a Party means the fractional share specified in
, Paragraph 3.01 hereof, or as the same may be adjusted pursuant to Sections 16,17 and 18 hereof.
I 1.15 " Power" means kilowatts (kw) or megawatts (mw, 1.16 " Project" means the (a) Sta tion , (b) Site, and (c) all licenses, permits, rights, and approvals necessary or convenient for construction, operation,
, maintenance, and decommissioning of the Project, a description of which Project
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9 I q,.g@ is attached as bhibit 1 andmade a part hereof; provided, however, the term
" Project" as used iu Sections 5,12,13,15,16,17, and 18 shall include " Fuel."
~
1.17 " Project Consultant" nicans an individual or firm of national reputation and recognized expertise in the field or subject referred to it, appointed in the manner set forth in Paragraph 4.05(a) and retained for the purpose of resolving ..
differences referred to it. A different Project Consultant may be retained for
- each flatter referred.
I 1.18 " Project flanager" means the person, firm, or corporation designated by the Owners . Committee for the planning, construction, and operation of the P'roject in accordance with this Agreement. -
1.19 " Prudent Utility Practice means any of the practices, methods, and
,I ,
acts engaged in or accepted by a significant proportion of the electrical utility, .-
industry at the time the decision was made, or any of the practices, methods,' and acts that, in the exercise of reasonable judgment in light of the facts known at the c ime the decision was made,'could have been expected to accomplish the desired 4
result at the .lewest reasonable costs consistent with reliability, safety, and expedition. Prudent Utility Practice shall apply not only to functional parts of the Project, but also to appropriate structures, landscaping, painting, signs,
- lighting, and other facilities and public relations programs reasonably designed ,
to promote public enjoyment, understanding, and acceptance of the Project.
I.
Prudent Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be a spectrum of .
possible practices, methods, or acts. 1 1.20 '" Site" means a parcel of land of approximately 7,669 acres to be owned by the Parties as tenants in common in Hood and Somervell Counties, Texas. A description of the Site l's included, among other items, in Exhibit 1.
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1.21 " Station" means all real properties that are a part of the Site or 3 incident thereto, all water required or reserved for the Project, and all personal E property incident to the ownership of. the Project and charged either to Costs of
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Construction or Costs of Operation. The Station shall include but not be limited to the following: two nuclear steam generating units, each having n rat.ing of approximately 3425 megawatts thermal, two turbine generat.or units, each having a
.I nominal capacity of approximately 1150 megawatts electric, the railroad, the
] cooling reservoir and makeup facil,ities, and all relateil structures and facilities, including. facilities ,for switching and transformation, together with additions and be.tterments thereto and replacements thereof, appropriate equipment, transpor-tation equipment, spare parts, and initial operating supplies, and any other 4
personal, mixed, or real property, charged to the Costs of Construction or Costs .
of. Operation, but excluding Fuel. A description of the Station is included.
. among other items, in Exhibit 1. ~
lA2 " Uniform System of Accounts" means the United States Federal -Power
)
Commission Uniform System of Accounts prescribed for Class A and B Public Utilities and 3
Licensees in effect as of the .date of this Agreement, as the same may be . . . .
e amended from time to time, or such other s'ystem of accounts as may be adepted by the Public Utility Commission of Texas.
1.23 " Willful Action" means '(a) action taken or not taken by a Signatory which action is knowingly or intentionally taken or not taken with intent to cause injury or damage to another, or (b) action taken or not taken by an employee I or agent of a Signatory, which action is intentionally taken or not taken with intent to cause injury or damage to another; except Willful Action does not include intentional acts or omissions of an employee of a Signatory for which it is legally responsible solely because of the master-servant relationship between 5'it and its employees. '
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- 2. ACQUISITION OF EXISTING ASSETS AND CONTRACT PICHTS )
I'$ -g? In consideration of the promises and mutual agreements herein set forth,- the ?'
Parties accept the Project as presentky existing subject to the terms of this Agreement and hereby agree as follows:
- I '
2.01 Sale of 10% Undivided Interest in the Project: Subject to the terms
- and conditions of this Agreement and in recognition of the consideration to be exchanged between the Parties, DP&L (with the approval of t6e other Companies)
I. agrees to sell, and TMPA agrees to buy, as a tenant in common, an undivided 6.2%
I' interest in the Project and Fuel as they exist at the respective Date of Closing, and DP&L (with the approval of the other Companies) agress to sell, and BEPC agrees to buy, as a tenant in common, an undivided 3.8% interest in the Project and Fuel as they exist at the respective Date of Closing. The effectiveness of I the sale to TMPA or BEPC, as the case may be, is hereby conditioned upon specific I
'. NRC approval thereof by issuing the required amendments to Construction Permits Nos. CPPR-126 and CPPR-127 (" specific NRC approval"). At the Date of Closing, TMPA or EEPC, as the case may be, shall receive from DP&L the bstruments of conveyance contemplated in Paragraph 2.04(c) hereof that will effectuate such sale upon specific NRC approval, but, prior to specific NRC approval, such conveyances shall constitute and evidence only a. security interest in, and first lien upon, the 6.2% or 3.8%, as the case may be, undivided interest in the Project assets, I owne.d by DP&L at the Date of Closing as well as assets thereaf ter acquired, to secure repayment by DP&L of the amounts paid by TMPA or BEPC, as the case may be, under the terms of this Agreement plus interest thereon as provided in Paragraph 3.01 hereof in the event that specific NRC approval is not secured or is denied.
Only upon specific NRC approval shall these conveyances to TMPA or BEPC, as the I case may be, become fully effective as transfers of full and complete ownership of its undivided interest in the Project.
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2.02 Purchase Price and Payment Terms: In consideration of the promises C-51"Y and rights received by it under the terms of this Agreement centage share of' the Project and. Fuel, as they exist at the respective Date of Closing which it will receive upon specific NRC approval, Tt!PA agrees to pay DP&L 6.2%, and BEPC agrees to pay DP&L 3.8%, of the accumulated Costs of Fuel, as defined in Paragraph 10.03 hereof, and Costs of Construction, paid by or on I behalf of the Companies prior to the respective Date of Closing. Said costs shall also include all taxes of the type referred to in Section 13, paid'by or assessed against the Companies prior to thi respective Date of Closing. TtfPA and .
,BEPC each agrees also to pay DP&L interest on its percentage of said accumulated costs at the rate of 8% per adnum to July 1,1978, compounded annually and 91/2%
per annum from and af ter July 1,1978, compounded annually after July 1,1978,.
from th'e last day of the month in which the particular costs were paid until the respective Date of Closing. Said a'ecumul'ated costs .pnd in.terest, shall be paid to .
DP&L at the respective date of Closing; provided, however, in the case of . taxes assessed against Companies but unpaid at the date of Closing, Tt!PA' or BEPC, as the case may be, shall pay its portion of such taxes to DP&L at. the time it pays -
the sac'e. Tt!PA also agrees to pay $465,000, and BEPC als6 agrees to pay $285,000, I to Companies, at the respective Date of Closing, representing their respective shares of costs in developing the' Project, including wate: resources, which are properly allocable to but are not specifically charged to th- Project. Companies cnd the Project Manager will make available to Tt!PA and BEPC all records regarding I Costs of Fuel and Costs of Construction of the Project reasonably necessary to allow TtfPA and BEPC to determine that such costs and expenditures imputed to the Project are appropriate. Companies and Project Manager believe that the estimated total Costs of Fuel, Costs of Construction, and Costs of Operatio; af the Project ;
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. r which they will provide at the respeceive Date of Closing to TMPA and BEPC are Aa..
, g r realistic and current, but all Parties recognize that such Costs are estimates
~
I only and actual Costs ultimately incurred may vary mat 2rially therefrom.
l 2.03 Representations of the Parties: The Companies, TUCCO, TMPA, and BEPC I hereby covenant and agree as follows:
(a) ' Companies, TUGCO, and BEPC cach warrants that it is i. corporation organized under the laws of the State of Texas, that it is validly in existence I at the date of the Agre'ement, and that it is in such good standing as to enable .
it to comply with the terms of this Agreement. *
(b) TMPA warrants that it is a political subdivision of the State of Texas, that it is validly in existence at the date of this Agreement, and that it is in such good standing as to enable it to comply with the terms of the Agreement.
I d (c) Each Signatory 'to this Agreement warrants that its actions in executing and ent'ering into this Agreement have been duly authorized in a manner,that
- -/ ~
follows the laws applicable to it.,
(d) Each Signatory to this Agreement warrants that it shall promptly and I-with all due diligence, acting jointly or individually as may be appropriate, take all necessary actions and endeavor to obtain all reguiatory approvals,
~
licenses, orders, and permits necessary to carry out its obligations under this
. Agreement.
2.04 Closing: The closings of the sales and transfers r,rovided for in Paragraph 2.01 hereof, in eac's case, the " Closing," will take place at the main
. offices of DP&L in Dallas, Texas, on January 2, 1979, with respect to TMPA and on or before June 1, 1979, with respect to BEPC, in each case, the "Date of Closing," at 9:00 a.m.
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In the case of TMPA, its Date of Cleming shall be inserted in the appro- l 9.% ~"
priate space above when its duly authorized representative executes this Agreement. If cither THPA or BCPC (" Executing Party") executes this Agreement before the other ("Nonexecuting Party") and Companies and TUCCO have executed this Agreement, this Agreement slull become effective insofar as the transaction -
of the Executing Party is concerned as if the transaction of the Nonexecuting Party s ?,re not incorporated into the terms of this Agreement. When the No,cxe.-
cucing Pz.rty later executes this' Agreement, this Agreement shall become effcetive as to all of the Parties to this Agreement. Anything in this Agrcement to the contrary nor'<ithstanding, this' Agreement shall not create any ' obligations I on the'part of th', Companies or TUCCO to either TMPA or DEPC until THPA or DEPC, as the case may be, has executed this Agreement, as well as Companies and TUCCO, and then only to the Executing Party.
(a) The Companies may refuse to close with respect to either TMPA or DEPC without affecting the Closing with respect to the other Parties for any of the following reasons:
s (1) The said Party fails to comply with its representations made in Paragraph
- 2.03 hereof.
(2) Any regulatory approval, license, order, or permit, presently required,
'with or without which, at the respective Date of Closing, the Project or this transaction with respect to the said Party is in violation of law, has not been issued, whether ne not such approval, license, ' order, or permit was sought or responded to with diligence as coatemplaced by Paragraph 2.03(d).
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.c I share of the paymenet imposed by Paragraph 2.02 of this Agreement.
In the event that the Companics refuse to close with respect to the' said Party for one of the reasons set forth in this Paragraph, thea the Companies shs11 close with the Party, if any, for whom they possess no reason to refuse to closo "*
and the Closing with respect to the said Party shall be deferred until ten (10) days after the reason for the refusal with respect to the said Party has been removed; provided, however, if the reason for refusal to c. lese with respect to the said Party is a reason set forth in either subdivision (1) or (3) of this .
Paragraph and such reason for refusal has not been removed within six '(6) months af ter the respective Date of Cloring and the Companies have complied with the representations in Paragraph 2.03(d), the Companies may' terminate this Agreement
/ j. with respect to the said Party through written notice to such effect sent to all Parties. ,
In the event that the Companies terminate this Agreement with respect to the said Party, then the Companics sl.all permit the Party for whom the Agreement has
'not terminated, if it so clects within ten (10) days af ter reccipt of the afore-
~
mentioned written notice, to purchase within four (4) months the interest of the said Party, in addition to its own interest, upon the same terms that the said Party would have purchased the same had not this Agreement terminated with respect to it, subject only to the necessary governmenta'. approval.
I .
(b) Either TMPA or BEPC may refuse to close with respect to itself without affecting the Closing with respect to the other Parties for any of the following
. reasons:
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(1) Any of the Companies fails to comply with its representations made in I.1. Y! Paragraph 2.03 hereof.
I (2) Any regulatory approval,, licens., order, or permit, presently required, with or without which, at the respective Date of Closing, the Project or thir transaction is in violation of law, has .,e has not been issued, including, but not limited to, the appraval of the Rural Electrification Administration, whether such approval, license, order, or permit was sought or responded to, with diligence as contemplated 1 y Paragraph' 2.03(d). ~
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.(3) It is unable, to secure financing sufficient to undertake.its. share of the obligations imposed by this Agreement'.
4
, (4) The contemplated tr. nsmission agreemdat, between it and the Companies I has not been executed by the respective Date of Closing.
(5) The Project shall have suffered damage, loss., or destruction in an
. amount sufficient, in its sole judgment, to make the Closing uneconomic or otherwise infeasible. '
in-the event that' either THPA or BEPC refuses to close on the respective' Date of -
Closing for one of the reasons specified . in this Paragraph, then the Companies shall close with the Party, if any, that does not refuse to close and the Closing -
with respect to each,such refusing . Party shall be deferred until ten (10) days after the reason for the refusal has been removed; provided, however, if the I reason for refusal to close has not been removed within six (6). months after the respective Date of Closing and the refusing Party has complied with its representa-l l
tion in Paragraph 2.03(d), such refusing Party may terminat e this Agreement with -
respect to itself through written notice to such effect sen: to all Parties. In I the event that the refusing Party terminates this Agreement with respect to
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,., itself, then the Companies shall permit the Party for whom the Agreement has not MM.
- terminated, if 1. so elects within ten (10) days af ter receipt of t.he written notice, to purchase within four (4) months the interest of the refusing Party in addition to its own interest under the same terms that the refusing Party would have had had not this Agreement terminated with respect to it, subject only to the necessary governmental approval.
(c) Conveyances hereunder shall be by Special Warranty Deed and - Bill of Sale substantially in the forms pf Exhibits 2 and 3 attached hereto and made a part hereof. Companies agree, at the Closing or from time to time thereafter, to. ,
execute and deliver to TMPA and, BEPC such other instruments of conveyar.ce a.nd ,
transfer as may be necessary or appropriate tc vest in TMPA and BEPC their respec-tive undivided Ownership Shares in the Project. The conveyance is to be free of I ~ any mortgage or other liens, other than liens securing taxes, assessments, or governmental charges or levies or the claims or demands of materialmen or mechanies
~
the payment of which is not then due or is to be contested in good faith. TMPA ,
and BEPC each shall have the right to review the title to all property being I conveyed.
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Upon notice to the Companies that there is a defect in the title to the property or any lien or other encumbrance with respect thereto, the Companies shall use all reasonable efforts ~to- eliminate or cure such defect. The expense thereby incurred shall be charged to the Costs of Construction. Campanies expressly disclaim any general warranty of title or guarantee of performance of contracts by vendors or suppliers of equipment, material, services, and Fuel to the Project.
- 3. OWNERSHIP, RIGHTS, AND OBLIGATIONS FOLLOWING ACQUISITION 3.01 Ownership: The Parthes shall have title to the Project and Fuel. as l
tenants in common and shall, as co-tenants with .n undivided interest therein, )
subject to the terms of this Agreement, own the Project and Fuel and have the I d=
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E f n' related rights and obligatic::s_ including payment therefor, and shall be entitled M
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to the Ownership Share, as i:cws:
PARTT OWNERSHIP y ,qF.
DP&L 23-1/3%
TP&I. 33-1/3% -
TESCO 33-1/3%
TMPA 6.2% . .
BEPC , 3.8% .
I It is understood and z;;=ed that, to the' extent required by the NRC,'the title and ownership righ:s z=uired by TMPA and BEPC in the Project and Fuel-shall, while pending any -sary NRC approval for full title as provide'd in this Agreement, including z==:::nent of any license or permit to take account of the sale and purchase of ' -ts. in the- Project and Fuel as provided in this
.~ Agreement, be deemed to be .
~7 such title and ownership rights with respect to j.
the Project and Fuel as are ,-rally. approved by general license (i.e. , without either application or spe '= approval) by the NRC in 10 C.F.R. 550.81 and 10
, C.F.R. 570.20 (or success = , _,isions pertaining to the subject matter) or are I. otherwise subject to a g ~ license or exempt from licensing. It is further
~
understood and agreed tha: - - ng-in the preceding sentence shall be construed to enlarge or decrease the "dects of owners' hip acquired hereunder that may be exercised by TMPA and BEPC ,__ _ ant to this Agreement following such NRC approval or amendment of a license = ;ermit. In no event shall either TMPA or LEPC exercise any rights of ot-"p or control over the Project or Fuel, until 1
specific NRC approval has - obtained, beyond those rights of ownership and '
control that may be lawfully cercised pursuant to general license by the NRC or
- . that are exempt from NRC li g, but, in recognition of the security interests
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which TMPA and BEPC will possess and the promise of DP&l. to convey an ownership y .CA N interest to TMPA or BEPC, as the case may be, upon specific NRC approval, it is
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agreed by the Signatories that.at all times the standards and guidelines of Paragraph 3.04 hereof are to be followed by Project Msnager in meeting its I responsibilities. Should the NRC by final action deny, or fail to grant, by ,,
the earlier of June 1,,1981, or the'Date of Commercial Operation of Unit #1 of the Project, either TdPA or BEPC .the necessary approval or license as may be I required by the 1GC, such Party shall release and transfer all of its right,
' title and interests in the Project and Fuel to DP&L and such Farty's, payments made under this Agreement, simultaneously shall be fully repaid by DP&L to such Party. Additionally, DP&L shall p'ay to' TMPA . or BEPC, as' the case may be ,
interest from the date of each payient until the date of repayment at the rrite '
of the greater of (1) 81, per annum, compounded anneally, or (2) the actual costs of m'oney paid by it for the indebtedness incurred to make such payments,.
Upon s 2ch repayment te a Party, such Party's rights and obligations under this Agreatnent shall terminate. .
3.02' Co-tenants and not Partners; I I . "
No prov4.sion of this Agreement shall be construed to create an association. icint venture, trust, or partnership or impose a partnership duty, oblig'ation, or liability on or with regard to any of the Parties; nor shall it vest in any Party any interest in any asset or venture of any other Party now owned or hereafter acquired othet. tha'n the Project and the Fuel as specifically provided herein. In particular, the relationship of the Parties contemplated in this Agreement shall not be treated as a partnership or other taxable entity for any purpose under the United States Internal Revenue Code of 195I., as amended.
I n s all actis .,
For this purpose the Parties agree to take any and including the making of all appropriate elections under Section !
Y 761 of said Internal Revenue Code, so as to exclude the application of all of
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i.I. joint venture, trust, or partnership or to impose on any Party trust or partner-ship rights or obligations is expressly negated.
3.03 Waiver of Partition:
I Untii the end of the Project in accordance with Section 21, the Parties waive the right to partition, whether by partition in kind or sale and division o the proceeds thereof, and. agree that during said time they will not resort to any action at law or equity to partition and further that for said time they waive the benefit of all laws that may now or hereaf ter authorize partition of the properties comprising the Project.
, Each deed or other instrument conveying any title or right, to any Party.
shall contain such waiver of any right to partition plus. such other provisions of.
this Agreement as snould appropriately be recorded in the deed records of the I -
appropriate County.
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Project, the Parties authorize and designate TUGC0 as Project Manager, to serve I at the pleasure of the Owners Committee. TUGC0 by executing this Agreement a'grees to so act. The design, construction, operation, maintenance and decom-
- missioning of the Project shall be in accordance with Prudent Utility Practice,
~
, NRC licensing' requirements and any applicable federal or state laws and regulations '
and, in the case of the design and construction thereof, in accordance with the I principal architectural and engineering criteria and environmental commitments j
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made to the NRC, the objective being to achieve an appropriate balance among minimization of construction cost, minimization of operation and maintenance cost, licensing and environmental considerations, and reliability of service.
Each of the Pa rties hereto recognizes that the aforementioned activities are I ,._ subject to applicable law and NRC licensing. Pursuant to applicable law and NRC l
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licensing, the Project M.anager has been or will be authorized to direct and control such activities om s day to day basis. Accordingly, the Project Manager,
.E as agent for the Parties,. after giving due consideration to any recommendations l
and suggaetions of the Ovmers Committee, and in accordance with the aforementioned standards and guidelines, shall have sole responsibility for, and is fully authorized .
to act for the Parties with respect to the licensing,' design, construction, 1
operation, maintenance (imeluding, but not limited to, the enforcement of all .
I warranties on equipment) and decemmissioning of the Project.; and the Parties agree that the Project Mamager shall have complete possession and control of t.he
- Project and that in no: dvemt shall Project Manager be required to act or refrain l
fB from acting or to suffer emy act' or omission inconsi' stent with applicable Jaw or
= NRC licensing requirements The Project Manager shall act with due diligence in 5 -
performing its obligations and eill use its best efforts to timely complete -
, construction of, and to pI. ace into service, each unit of the Project. The present e schedule calls for the Date of' Cxmercial Operation of Unit #1 to' be January, .
1981 and Unit #2 to be Jamnary,1933; but all Parties recognize that such dates i
of Commercial Operation a.re current estimates only and actual dates may vary
. therefrom. If the Project Manager, or its agents, servants, or employees, causes TMPA or BEPC to sustain an'y damage, loss, or expense by breaching this Agreement or committing a Willful ACOion, then the Companies shall indemnify Tr1PA or BEPC, I
as appropriate, for said dz=nage, loss, or expense. '
In lieu of .certain umallocated costs, TMPA and BEPC shall pay monthly, in, ,
proportion to their respec ive Ownership Shares, to the Project Manager a manage-ment fee equal to (1) five Tercent (57.) of the portion of all Costs of Operation, end all costs incurred under Paragraph 10.03(c), that is allocable to their i
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%. 0wnership Shares, excluding; from such Costs of Operation the coste of capital ,
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- / retirements and additions, plus (2) five percent (5%) of the portion of all Costs
- 4. -.4.: ,.
, cf Fuel, excluding r11 costs incurred under Paragraph 10.03(c), that is allocable to their. Energy Entitlement Shares as if such Costs of Fuel were capitalized upon insertion 'of the respective Batch into the reactor core and amortized over a
-I three year period, provided, however, 'n no event shall five percent (5%) of such ,,
portion of all Costs of Fuel, excluding all costs incurred under Paragraph 10.03(c),
for any calendar year subsequent to 1991 exceed five percent (5%) of the Escalated Average Coats of Fuel, as hereinafter defined, for such calendar year. The term E " Escalated Average Costs of Fuel" means an average of that portion of all Costs of Fuel, excluding all costs incurred under Paragraph 10.03(c), that is allocabic to the Energy Entitlement Shares of TMPA and BEPC (with Costs of Fuel being capitalized
' in. the manner specified above) for the calendar years 1987 through 1991
-I cscalated at the rate of six percent (6%) per year for each year subsequent to A.
y1991 including the year for which the computation is being made.
The Project Manager, as agent for the Parties, shall have the rf.ght to permit the public to use for park sites and other recreational purposes that part of the Station, including the cooling reservoir, as in its judgment will not
~
interfere with the operation of the Project an2 shall have the right to grant leases, licenses, and permits for such purposes. Such use shall be in accordance with the requirements .of regulatory authorities having jurisdiction.
- g W 3.05 No Compensation:
1 In the licensing, design, construction, operation, 3 maintenance, and decommissioning of the Project, each Signatory, except the
- g Project Manager as provided in Paragraph 3.04, shall act without compensation other than payment or reimbursement of costs and expenses as provided herein.
- 4. PROJECT COORDINATION
.I - .. 4.01 Owne r. Committee Established: As a means of securing effective cooper-m- -
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, , 1 cri;n, ihtcrchanga cf infcrmacien, cnd prcviding consultctitn cn a prompt cnd
.< _ orderly basis among the Parties, the Parties hereby establish the owners Con:mittee.
q 4.02 Membership and Officers: The Owners Committee shall be composed of I l
five members. Each Party shall designate one primary representative and an. I alternate. Any primary representative, or any alternate in case of the unavail-ability of the primary representative, shall have authority to act on behalf of the Party represente.d. .
The Owners Commit':ee shall designate one of its members as Chairman and another as Vice Chairn:zn and shall appoint a' Secretary and an Assistant Secretary, neither of whom"need be a member of the Owners Committee. .The owners Committee shall keep such minutes of its' meetings as the Owners Committee shall determine.
.Each Party shall give prompt written notice to the others and the Project Manager of any change in the designation of its primary r'epresentative or alternate on the Owners Co=mittee. Such change shall be allowed at the discretion of the
- . entity designating the new representative. . . .
TMPA and BEPC each may pa'r cicipate on the Owners Cummittee af ter the appli-cable Closing, but in no event any it exercise any rights of ownership or control
, prior to specific NRC approval beyond those rights of own.ership or control permitted by general license or by exe=ption from the law.
f 4.03 Duties: In order to insure that the Project is operated in accordance with Prudant Utility Practice to provide safe, efficient; and economical electric I- power, tte owners Committee shall:
(a) Provide liaison among the Signatories at the management level;
- (b) Exercise general supervision over the committees established pursuant )
to Paragraph 4.03(j) hereof;
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,- (c) Consider and act upon Matters referred to it by the committees estab-
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U lished pursuant to Paragraph 4.03(j) hereof; (d) Perform such ot.her functions and duties as may be assigned to it in this Agreement; (e) Review, discuss, and act upon any flatter in dispute among the Signatories erising under this Agreement; (f) Review and act upon the Project flanager's reports as provided herein cnd make such recommendations as it deems proper to the Project. ?!anager; (g) As provided in Section 10 hereof, establish arrangements for securing sny additional Fuel for the Project and for the disposal of spent Fuel and establish ~ ,
procedures for the allocation of the resultant costs,. including initial costs and fixed chargas; ,
(h) Arrange for annual audits of the records maintained by the Project
, tlanager in its performance of Project construction and operation and other records mnintained by the Project Manager in support of its billings to the Parties; (i) Arrange for certification by a national firm of independent Certified Public Accountants to the Parties 'that the Pr'oject flanager's accounting methods cad records, including any allocations fc Costs of Fuel, Costs of Construction,
~
cnd Costs of Operation, are in accordance with this Agreement and sound accounting practice; and (j) Establish any temporary 'or permanent committees ,the Owners Committee d: ems necessary, the authority and duties of such committees to be set forth in 4
I writing and subject to the terms of this Agreement.
511 information made available to the Signatories or to the Owners Committee chall be subject to all applicable restrictions on the disclosure of proprietary information. The Owners Committee shall have no authority to modify any of the l N:fi !
-te tsrms , covenants , or conditions of this Agreement. 'l l
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4.04 Manner of Voting: All flat ters submitted to or considered 'by the
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'n Owners Committee and requiring formal determination shall b. decided by agreement of re presenta tives (or alternates) of Parties whose Ownership Shares in the .
Project in the aggregate exceed 507,, but the decision of thr major'ity shall oot I be arbi*.rary and capricious or contrary to the terms of this Agreement.
4.05 Project Consultant (a) If any Matter submitted to the Owners Committe'e is decided by less than
.E 5 a unanimous vote of the Owners Committee and if any member of the Owners Committee voting against the majority decision feels that the majority has acted arbitrarily and capriciously or contrary to the terms of this Agreement,, t.he Party repre- ,
f sented by said member shall hiive tne right to present the Matter to a Project.
Consultant appointed by unanimous vote of the Owners Committee, or upon notice in writing given to the other members of ~the Owners Committee within thirty (30) days from the date of the decision, setting forth the time, date and place for making a request to the Chief Judge of the U.S. District Courts for the Northern District of Texa s , by said Judge, acting in his individual and not judicial
- capacity, i
(b) The Project Consultant shall consider all written arguments and factual
, materials that have been submitted to it by any member of the Owners Committee within the 30 days following its appointment and as promptly as possible after
- E-W the . expiration of such period make a written determination (1) whether such decision of the Owners Committee was arbitrary and capricious, or contrary to this Agreement and (2), if so, what said decision properly should be. ;
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(c) Decisions of the Owners Committee found by the Project Consultant not l
to be arbitrary and capricious and not contrary to this Ag'reement shall be
-il ,. considered finally resolved and effective retroactively to the date when the 397
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dispute arose, or at such other time as the nature of the Hatter requires.
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] Decisions of the Owners Committee found by the Project Consultant to be arbit.rary and capricious or contrary to this Agreement shall, except as provided in Paragraph I
(f) below, be modified to conform to the determination of the Project Consultant .I and shall become immediately effective unless the .ature of the Matter requires otherwise.
(d) The cost of employing the Projece Consultant and the related expenses of its determination shall be included.in Costs of Fuel, Costs of Const.ruction, or Costs of Operation, as appropriate. .
(e) The Project Manager shall have the right, but not the duty, to proceed with.any Matter, related to its responsibilities hereunder, pending' determination by the Project Consultant; provided, however, if the Project Manager does so
~
proceed with such matter and if the determination made by the Project Consultant
,; ,is that the decision of the Owners Committee concerning such Matter was arbitrary and capricious or contrary to . this Agreement, then an appropriate financial adjustment shall be made in favor of each Party whose representative voted against tihe majority decision of the Owners Com:nittee to account for its or their share E '
of any net increase in the Costs of Fuel, Costs of Constraction, or Costs of ,
Operation resulting from the Project Manager having so proceeded.
(f) Anything in this Agreement to the contrary notwithstanding, the Project Manager shall n'ot be required to act or refrain from acting in a manner t. hat, in its reasonable judgment, is inconsistent with what is required to ebt.ain the epproval of or to comply with the requirements of regulatory agencies having jurisdiction.
(g) N0*.hing contained in this Agreement shall be construed to constitute a waiver or surrender oy any Signatory to this Agreement of its right to any action, p -
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_ .4 in any court of law or equity, for breach of the provisions of this Agree.nent by Mi~-A Y$# any Signatory thereto where the Owners Committee either will not meet or will not
~I act. promptly on a Matter or where the Judge does not promptly appoint a Project Consultant or where the Project Consultant does noti promptly act and render a decision on a Hatter. .
- 5. CONSTRUCTION, OPERATION, AND L1 CENSING l 5.01 Regulatory Approval: The Proj ect Manager, acting as agent for the Parties, shall take whatever action is necessary or appropriate to seek and
- obtain all licenses, permits, and other rights and regulatory approvals' necessary
.. or appropriate to the construction and operation of the. Project and to the use of the Fuel. I 5.02 Prucent Utility Practice: The Proj ect Manager shall prosecute the coristruction and operation of the Project and the procurement and use of the Fuel
. fn accordance with Prudent U,tili,ty Practice. .
5.03 Duty to Inform: The~ Project Manager shall keep the members of the
- I Owners Committee fully informed of all matters . significant with respect to the construction and cperation of the Project and the use of the Fuel and, if feasible, i
to do so in time for the members to- comment thereon. The Project Manager shall not withhold from the Owners Committee any information necessary to the performance A.. of its duties as set out in Paragraph '4.03. .
5.04 Separate Records: The Project Manager shall establish complete and accurate Fuel, Power, ano Energy accounting records. The Project Manager shall maintain, or cause to be maintained, separately, appropriate documentation and records of written statistical and administrative reports, written budgets and lI l b -
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,.f 1 information, and other similar records and of such expenditures and charges made and incurred by the Project Manager, together with all other charges, payments, and any expenses or receipts relating to such Project construction or operation
, or regulatory approval. Such records of the Project Manager shall be made available j for inspection by each member and alternate member of the Owners Committee as well as auditors appointed pursuant to Paragraph 4.03(1) at all reasonable times.
The Project Manager, at the request of 'mPA or BEPC, shall provide at irast the same assistance, at least. the same access to information concerning 1he Project, and at least the same information, certifications and reports to TMPA and BEPC
.I for each of their sales or issuances of bonds, notes or other securities, whether -
f public or private, that it provides to Companies for similar transactions' .
5.05 Ratification: All of those licenses, permits, approvals, contracts, obligations, and commitments obtained, made, and entered into or incurred by the Companies or the Project Manager prior to the effective date of this Agreement in ,
, connection with the acquisition and construction of the Project and described in
! Exhibit 4 are hereby ratified and approved as of the date title passes by the
'other Parties.
\
6.
CAPACITY AND ENERGY ENTITLEMENTS ,
6.01 Canacity Entitlement: The Capacity Entitlement of each Party from the Project shall be the product of its ownership Share and the Net Effective Generation i
~
of the Project.
6.02 Richt to Schedule: The desired Energy requirements for each' Batch shall be decided by the Owners Committee consistent with the lead times and other requirements and limitations specified in the various Fuel contracts. These' Energy requirements shall include the estimated operating requirements for each -
- I 4
Each Party's cycle during which the Batch will reside in the reactor core.
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Energy Entitlement Share will be represented by the product of that Party's. .
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- .,0vnership. Share and the estimated Energy recoverable. in . that . Batch. At any_.ppintyp
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in time, each Party's share of its Capacity Entitlement will be'dclivered to thh~t'
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a a Party and each Party shall be obligated to receive its Capacity Entitlement;
.g unless the Party ' requests a lower capacity pursuant to Section 7.02. Each of the Parties' . Capacity Entitlement under this Paragraph shall be adjusted on a pro l rata basis to take into account regulatory or technical limitations on operation.
6.03 Outages: Operation of the Project by the Project Managcc shall be ..
subject to planned outages or curtailments, operating emergencies, and unscheduled outages or curtailments of the Project.
- I 6.04 Station Energy: Duripg any period in which the Station generates less than its station use and losses to the high voltage terminals of the Station substation, each Party shall arrange to deliver its Ownership Share of needed E Energy to the Station.
- 7. DELIVERY AND TRANSHISSION 7.01 Delivery and Metering: Power and Energy shall be metered and delivered
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,; .at the high voltage side terminal of the Station substation. Each Party shall bear all costs of acquiring, installing, operating, and maintaining its transmission I lines and sw'tching facilities for connecting its transmission system to the Station substation to provide for delivery of Station output. Power and Energy shall be acceunted for in accordance with delivery to the respective Parties.
~
Each Party shal1 have the right to' request periodic testing for the accuracy of the metering equipment.
7.02 Accounting for Interchange of Power and Energy: In the event that a Party does not desire to receive the full amount of its capacity Entitlement into
.its system for use or sale as it sees fit, the Parties shall have the right to interchange Power and Energy pursuant to the following procedures:
(a) The Party desiring not to accept its Capacity Entitlement will first l
offer all such tura-down of Power and Energy for sale to all the other Parties at t
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. a price fixed by the offering Party. If more than one Party desires tc accept l 3 W._... m .n. -.-.--- --
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,.j this offer and the amount they ' desire to buy exceeds the amount offered, t. hen
'4?t- l C they shall participate in the offer in proportion to their Ownership Shares. l 1
8 (b) If any such offer or part thereof is refused by the other Parties, then j the Party making the offer may sell the remaining amount of Power and Energy offered to non-Parties who are directly or indirectly interconnected with the .,
high voltage transmission system of Companies at the same price, or higher than
~
the price, that the non-desiring Party offered to the other Parties. -
- la Billing and payment under Subparagraphs (a) and (b),above shall be the (c) sole responsibility of the Parties who enter into such agreements. .
(d) In the event that the transactions as described in Subparagraphs (a)
- W 'and (b) above do not dispose of all of the turn-down of Power and Energy, the ,
Parties will cooperate, to,the extent reasonably possible, by accepting the turn-down of the remaining Power and Energy of the offering Party and bank said turn-
. down to.the' offering Party's account. Banking account transactions shall be the sole responsibilay of the Par' ties to such transaction.
In the event that the transactions of Subparagraphs (a), (b), and (d)
(e)
J E ' do not result in the Project producing its Net Effective Generation, interchange
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between the Parties shall be scheduled so that each Partyi other than the Party requesting the turn-down of Capacity, shall receive its respective Capacity
., Entitlement. - -
7.03 Separate Transmission Agreement: Notwithstanding the provisiens of Paragraph 7.01, the Parties have entered into separate transmission agreements
. governing the transmission of B.)wer and Energy from this Project. -
7.04 Use of Site: Each Party shall be entitled to the use of so much of the Site as may be reasonably necessary to construct and connect transmission facilities to the Project; provided, however, that such use will not interfere I
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- g with the Project and will be consistent with regulatory requirements.
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E 8 .' DICUTION OF CONTRACTS 9.E S.01 Part.ies to Contract: The Contesets covering the design, engineering, procurement, installation, construction, operation, and maintenance of the Project and for Fuel services described in Paragraph 10.02 shall comply with this Agreement and with all applicable laws ar.d governmental regulations and may be executed
, solely by the Project Manager or, at its request, shall be executed by each Party. To the extent permitted by law cr governmental regulations, each such I
contract that is entered into in, the name of all Parties shall provide for the several but not joint liability of the Parties in accordance with their respective ,
Ownership Shares. With respect to all contracts' pertaining to the Pro,}ect' entered into in the name of any Party or Parties, each Party shall be severa11y responsible for its Ownership Share of' all contract amount's that are payable un' der Costs of Fuel, Costs of Construction, or Costs of Operation. No contract contemplated by
- p) t.his Paragraph may .be entered into in the name of any Party or Parties-before such Party is an NRC licensee of the Project and Fuel. No contra'et contemplated I by this Paragraph shall provide for retention by a supplier of title to property purchased for the Project after the delivery of the property at the Site.
In the event the entity contracted with is a Signatory, the contract with it, except as otherwise provided herein, shall limit the amount of its compensation
,, to its actual costs. The Signatories may be involved in activities other than
' Th the Project. In pursuing other activities each Signatory shall act equitably and fairly with respect to the other Signatories' interests in the Project.
8.02 Duty to Use Good Faith: All contracts shall be entered into in good faith in a manner designed to result in the lowest reasonable cost consistent.
with Prudent Utility Practice.
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8.03 Letting of Contracts: As a matter of normal practice, separate contracts
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for readily separable parts of the work to the extent consistent with the construc-tion of the Project shall be awarded at the least overall cost, consisterit with high quality, Prudent Utility Practice, and the requirements of governmental egencies having jurisdiction. Construction contracts may be lump sum, unit price, or cost plus and, whenever deemed prudent, may be negotiated and may .;lso contain incentive and liquidated damages clauses. As a matter of olicy, bids -
shall be requested from qualified, contractors. Contracts shall be awarded after cppropriate evaluation, negotiation, and, review to the lowest evaluated bidder unless there are substantial reasons for deviating from that policy in a particular ,
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case. -
- 9. CONSTRUCTION AND OPERATING COSTS AFTER ACQUISITION OF TNTEREST- *
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9.01 Costs of construction: Each Party shall advance to the Project Manager
" sufficient funds to pay its Ownership Share of Costs of Construction of the .
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portion of the Project in quest' ion arising af ter the respective Date of Closing (or so close to the respective Date of Closing that they have not been included i'n the accumulated Costs of Construction used in calculating the purrhase price et the respective Date of Closing). The Project Manager shall request such funds
~
for deposit to its account as near to the date such funds are to be expended as
': . is practicable under the circumstances. A Party shall have not less t.han five .
business days advance notice prior to the deposit date for the requested funds.
The Project Manager shall credit any excess funds it receives against the next casuing request it makes upon .a Party for Costs of Construction. The Project Manager shall acu. int for Costs of Construction paid in the preceding month,
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. f,. 9.02 Costs of Operation: Each Party shall advance to the Project hanager
-~n W' sufficient funds to pay its Ownership Share of Costs of Operation of the portion
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of the Project in question. Each Party shall make an initial advance to the 1 Project Manager in an amount equal to the Party's Ownership Share of the estimated i
Costs of Operation for two and one-half months. Advances to. cover emergencies or .,
us:usually large expenditures may be requested by the. Project Manager as required-I to timely pay such obligations. After the expiration of the first month af ter the Date of Commercial Operation,of the portion of the Project in question, the Project Manager shall request each calendar month and each Party sh'all, within ten business days af ter such request, deposit to' the account of the Project Manager its Ownership Share of the Costs of Operation actually paid during the preceding calendar month. Such payments shall be made thereafter for the life of the Project. At the end of the 1 roject the unexpended portion of each Party's
[ advance shall be returned to the Party. The Project Manager shal1L account for the expenses paid in the preceding month, using a summary of expeno:itures Nr I account charged. *
,. 9.03 Budgets.and Estimates: The Project Manager shall provide the Owners -
Committee for its approval with the following: -
(a) Costs of Construction: 'The Project Manager shall provide the members, of the Owners Committee with the following. budgets and forecasts during the Project ' construction period:
(1) A, detailed budget of Costs of Construction of the overall Project, updated annually in July. ,
(2) Monthly estimates of cash requirements for the next succeeding four calendar months covering the overall Project, such estimates to be provided no later than the fifth business day of the first 7.
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1 mouth included therein. Estimates distiibute.1 in January, April, I :.*h fF and October shall be extended to show cash raicairements by months through December o.f the subsequeat calendar yen .
(3) Such other forecasts as may reasonably be requested from time to I. time by any member of the Owners Committee.
(b) Costs of Operation: The Project Manager shall provie!e the members of the Owners Committee with the following budgets and forecasts duriuy, the operation period of .the portion of the Project in question: .
(1) A detailed budget of Costs of Operation by months for the' next '
I- . succeeding calendar year, detailed by usi.ng the Uniform System of Accounts, and forecasts of such Costs of Operation for the next ,
two calendar years, provided no later than the fif th business day of July of each fiscal year.
' , - , ('!) An amended budget.provided not later than the finth bustuesr day of January, April, and October of each year. Such amend'ed budget shall include data by months through December of the next succeeding calendar year, s
I (3) Such other forecasts as may reasonably be requested from time to time by any member of. the Owners Ccmmittee.
9.04 Separate Records: All cost expenditures and other accounting items referred to in this Agreement shal'1 be determined from separate books cad records that the Project Manager shall keep on the Project in accordance with the Uniform i System of Accounts.
9.05 Ay ual Audit: The Project Manager shall permit all Project accounts to be audited in accordance with Paragraph 4.03(i) of this Agreement at annual I .. intervals. A copy of the report of such Project accounts issued by said indepen- l 3;Wi x.w ,
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. dent Certified Public Accountants shall be made available to cach Party and the Om 1 Project Manager.
9.06 Fiscal Year: For all. purposes contemplated in this Agreement, the fiscal year shall be the calendar year.
.I
- 10. FUEL 10.01 Ownership Interests in Fuel: Pursuant to, and subject to the restric-tions in, Paragraphs 2.01 and 3.01, the Parties shall own and possess, in proportion I to their respective Ownership Shares at the applicable time, the Fuel, incitiding
- all of the rights and privileges in the Project Fuel contracts listied in Exhibf.t -
5, attachad hereto and made a part hereof, pertaining to the Fuel, including but not limited to, procurement, conversion, enrichment, .f abrica tion, shipping,
_ reprocessing, storage, and sale of spent Fuel contracts, owned and possessed by the Companies and the Project Manager, or any of them or their affiliates, at the respective Date of Closing.
When additional Fuel is acquired or Fuel contracts are executed pursuant to
. this Agreement, the Parties shall own and possess such Fuel and all of the rights and s
privileges in such Project Fuel contracts in proportion to their respective 1
Ownership Shares at the applicable time.
- 10.02 Project Manager to Act as Fuel Agent: Subject to the restrictions in
, . Paragraph 3.01 hereof, the Project Manager shall have responsibility for, and is 1
W authorized to act for the Parties with respect to, the procurement of Fuel, the 1 l
procurement of services for conversion, enrichment, and fabrication, the consumption of Fuel, and the storage, transportation, disposition, and reprocessing of Fuel, al.1 in accordance with procedures established by the Owners Committee.
In discharging its responsibilities and so acting with respect to the procure-
.I:
ment, disposition, and- reprocessing of Fuel, the Project Manager shall have the
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c,- authority, subject to the terms of this Agreement, to purchase or lease uranium,
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" plutonium, or other Fuel materials in an enriched or unenriched form, to arrange for the conversion of U 3g0 to W 6 eed material, to arrange for the enrichment or processing of Fuel materials, to arrange for Fuel design 'and fabrication, or to iI purchase or lease fabricated Fuel, and generally to make several and not joint ..
long-term or short-term commitments on behalf of each of the Parties with respect .
to any phase of nuclear Fuel procurement, disposition, and reprocessing; provided, however, tha.t the Project Manager,. in addition to ar.y other notice herein required, chall keep the Parties informed, insofar as practicab?.e, of the means by which it intends to satisfy nuclear Fuel requirements for the foreseeable future.
Provided, further, if one or more Parties would prefer to purchase or lease
. Fuel ' while one or more Parties would prefer to .'do the opposite, the Project ~
Manager will make a good faith effort to arrange for each Party either to purchase or- le,ase, as$ such Party deems best.
It is specifically understood that activities of any Signatory or any of its
,g is affiliates, other ' han t Chaco Energy Company, Basic Resources, Inc. or any similar' nture capital entity, in surveying for, exploring for, mining, developing, or milling of uranium in any form and processing, refining, converting, enriching, l fabricating, or otherwise dealing with Fuel for this Project are for the benefit of all the Parties. Project Manager agrees that, in the procurement of Fuel and in the r rocurement of services for conversion, enrichment, fabrication, storage, I transportation, disposition and reprocessing of Fuel, it will not, cirectly or indireccly, through affiliates or otherwise, discriminate or engage in any activity which results in discrimination against TMPA or BEPC.
10.03 Costs of Fuel: Costs of Fuel as used in this Agreement refers to all
'.._. direct and indirect costs and expense.s reasonably incurred by or on behalf of the l
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l Parties with respect to the acquisition, consumption, and disposal of Fuel for the Project that are properly chargeable to the Project under the Uniform System I
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of Acesunts, excluding any financing costs, including but not limited to, Interest, bor.i discounts, legal, fiscal, and printing fees, and other costs related to any fin.mcing. Credits relating to such Costs of. Fuel, including insurance proceeds, .,
prer.ium refunds and earnings on the investment of advances to Project. flanager of
- Costs of Fuel, shall be applied to Costs of Fuel when received.
Subject' to revision by the Owners Committee, the folloiing principles shcIl govern the allocation of the Costs of Fuel, including fixed charges and the sharing and payment of. cost's incurred in connection with the acquisition, use, I and disposal of Fuel, such prin~ciples recognizing that investment's in Fuel are being made considerably in advance of its use, that some elements affecting Fuel costs may not be known until several years after Fuel is.used, and that accounting requirements of certain ' regulatory agencies ic. pose certain limit.ations respecting -
Tuel cost accounting:
2 I (a) All investments in Fuel, including all costs to obtain such Fuel incurred up to the time of its delivery to the Project in a form ready forJuse in a Project generating unit, and relating to a pa'rticular Batch shall be shared by the Parties 'in accordance with their respective Energy
- Entitlement Shares for that Batch. .'
^
(b) Each Party's share of such investments in Fuel, incurred subsequent to ,
the Closing, shall be budgeted and paid in the same manner as Costs o'f Construction.
(c) All expenses incurred in connection with the receipt, storage, and handling of Fuel at the Project and the preparation for shipment of
'Ed:,
Fuel from the Project and relating to a particular 9atch, shall be
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dete rciined, accounted fe r, and shared in proportion to each' Party's
.Z W respective Energy Entitlement Share for that Batch and shall be budgeted and paid in the same manner as Costs of Operation. l (d) All expeases incurred in the shipment of Fuel from the Project, its
- storage, reprocessing, if any, or other disposition and the disposal of waste- by products and relating to a particular Batch shall be shared in !
proportion to each Party's Energy Entitlement Share for that Batch and
.I shall be budgeted and paid in the same manner as Costs of Construction. {
i (e) All net monies or credits recovered from the reprocessing or other l l
disposition of sper.t Fuel and relating to a particular Batch and ar$y costs associate:d there.with shall be shared by the Parties in accordance with their respective Energy Entitlement Shares for that Batch.
10.04 operational Fuel Data: An Energy production schedule "for each Batch
, - . '.shall be furnished by the Project Manager to the Owners Committ.ee. ' Such schedule shall be updated monthly reflecting the actual Energy produced for the previous month and any adjustments in the forecast for future months that may be appropri-
. te. Estimated salvage value of the Fuel (which may'be negative) shall be deter-
- nined from time to time as actual data becomes available or' at such other times es the Owners Committee shall direct. .
10.05 Title to the Fuel: Subject to the restrictions in Paragraph 3.01 hereof, unless arrangements are made for the leasing of ' Fuel for the Project or other joint Fuel financing arrangements are made, all Fuel relating to a particular!
Batch shall be deemed to be owned by the Parties as tenants in common according !
to their Ownership Shares.
. 10.06 Financing Fuel: Each Party shall have the right to make whatever
,, arrangements it may desire, including without limi ta tion , to lease, purchase,
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sale and Icase back, or mortgage or enter other security transactions, to the gay extent feasible and without adversely affecting the Ce*'s of Fuel, for the j discharge of its Fuel payment obligations so long as such arranyements do not impair the Project flanager's activities in respect to Fuel nor the rights of
.I the other Parties.
10.07 Fuel Plan: The Project flanager shall prepare and submit a Fuel management plan to the Owners Committee sufficiently in advance of the proposed I action to allow the Owners Committee to approve the plan. Each such Plan shall describe in detail each contemplated action related to Fuel management, the terms of payment and the dates thereof, and, where ' applicable, core usage and design burnup and estimated fueling date.
~
10.08 Fuel Litigation: Anything in this Section 10 or elsewhere in this
'I Agreement to the contrary notwithstanding, it is understood and agreed that Project tianager (for itself and in behalf of the Companies) has been in litiga-tion with Westinghouse Electric' Corporation over the latter's obligation to supply uranium for the fabrication of cores for use in the Station and that:
(a) Any Project Fuel, or right to buy the same, acquired by Project tlana-ger as a result of such litigation, or its settlement, shall belong to the 1
Parties in proportion to their respective Ownership Share; and that i
(b) Any cash payments, consideration, concessions, or benefits of any i
other nature or kind, flowing to Project tlanager or the Companies as the result of litigation, or its settlement, shall belong to the Parties in proportion to their respective Ownership Share since the Cost of Fuel will reflect these; and that (c) The conduct and management of such litigation and any settlement thereof shall be entirely within the control and discrction of Project flanager,
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subject to the standards specified in Paragraph 3.041.areof, free from any obliga-Lion, particularly in connection.with any settlement of such litigation, to
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_ cbtain, or attempt to obtain, Project t'uel, or the right to buy the same, rather
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' than cash payments or consideration, concessions, or benefits' other than Project i
Fuel or the right to ouy the same. .
- 11. PROJECT OPERATION I 11.01 Duties of Project flanager: The Project flanager shal L have the authority cnd responsibility to execute the duties assigned to it under Paragraph 3.04 and submit to the Owners Committee those items set out in Paragrageh 4.03 in a timely W fa shion. The Project'tlanager shall establish the operating practices and pror:--
- dures, including performance and efficiency testing, establishing inventories for cpare parts, ma'terials, equipment, and supplies, the determination of Net Effective Generation, and the delivery of Power and Energy from the Project in accordance with the Parties' Energy Entitlement, providing foc modifying said delivery to account for hour-by-hour. operation and emergencies on a Partys system. .The i Project ?!anager shall schedule planned Project outages for maintenance and estahjish procedures for Project operations during curtailment s and the selection of mainte-nance contractore. The Project tianager shall have no authority ts _. L1 or otherwise iiispose of any Party's Energy Entitlement Share and shall operate the Project in 4
cceordance with Prudent titility Practice for the bene"t of all Parties with the objectivi. being to operate the Project as efficientily, economically, and reliably as feasible.
11.02 Cooperation: The Project flanager and the Parties will cooperate with each other in all activities in connection with the Project including, without limitation, the execution and filing of applications for authorizations, permits, end licenses and the execution of such other documents as may be reasonably necessary to ' confirm the authority of the Project ?!anager to act for the Parties
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in connection with the Parties' interests in the Project and to confirm the 5
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- 12. INSUltANCE, LI ABILITY, AND LEGAL ACTIONS
.12.01 Claims of rhird Parties: With respect to claims of persons a entities, not Signatories to thiJ Agreement, any loss, cost, liability, damage, or expense ,,
incurred by any of the Signatories to this Agreement and that arises out of a transaction entered into ander' this Agreement or that results from the performance I' of this Agreement shall be charged to the Costs of Fuel, Costs of Constructica, or Costsi of Operation, t'hichever may be appropriate; provided, however, shculd any Sigar tory to this Agreement breach the terms of this Agreement or commit a .
3 Willful Action against a third party, le.ading to any los's , cost, liability, or expense to any of the other Signatories, the Signatory breaching this Agreement
. or committing the Willful Action shall bear all such costs, losses, liabilities,
- or apenses individually. " Transaction" includes but is not limited 'to any tort i
or contract involving a third pa'rty claimant. -
'I Notwithstanding the first provision of this Paragraph 12.01, each Party shall protect, indemnify, and hold al1 other Signatories to this Agreement, and their directors, officers, and employees, free and harmless from and against any and all claims, demands, causes of action, suits, or other proceedings (including
. all costs in connection therewith and in :onnection with the defense thereof, including reasonable attorney's fees) of every kind and character arising in I favor of any of that Party's electric customers (or anyone claiming through that Party's electric customers) on account of bodily injuries, death, damage to I property, or economic loss in any way occurring, incident to, arising out of, or in connection with the furnishing of, or failure to furnish, electric service
$.. @pursuant to this Agreement to such customers, it being the intentien of this am-
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- f. Paragraph 12.01 to impose on each Party to this Agreement the sole responsibility
. for the defense and discharge of such claims, demands, causes of action, suits, ;
or other proceedings brought against one or more Signatories to this Agreement by such Party's customers even when caused by the sole fault of another Signatory to Nothing herein is intended to derogate from the protection this Agreement. .,
I otherwise available under Section 170 of the Atomic Energy Act, 12.02 Claims Between the Signatories:
I The Signatories to this Agreement shall have no cause of action or remedies against any of the other Signatories to this Agreement for tortious conduct based upon inju' r y to or death of persons or damag, ;o or loss of I'coject property or property of. others arising out of the cor.struction, operation or owner.: lip of any portion of,the Project except where a breach of this Agreement (other than the failure to follow Prudent litility Practice) by a Signatory thereto or a Willful Action committed by a Signatory either constitutes or leads to the tortious conduct. In the case of such .i breach of the terms of this Agreement or Willful Action, the Signatory to this Agreement breaching this Agreement or committing the Willful Action shall hear all such' costs, losses, liabilities, or expenses individually.
12.03 Waiver of Subrogation: Each Signatory to this' Agreement waives its rights of su.brogation against the other Signatories, ti eir agents, and employees for losses, costs, damages, or expenses, arising out of the design, construction, operation, maintenance, reconstruction, repair, or decommissioning of the Project.
12.04 Insurance: The Project Manager shall have the. authority and responsi-
.bil'ity to purchase contracts of insurance for the Project in accordance with 4
Prudent Utility Practice and the Atomic Energy Act of 1954, as amended, and shall name all Signatories as insureds. Such insurance shall provide appropriate fm
- 4 coverage for TMPA and BEPC between the applicable Date of Closing and the date m
, of specific NRC approval. *
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All policies of Project insurance shall to the extent available and as Q,.- .
allocable: '
(a) Provide insurable values, limits, deductibles, retentions, and other special terms as determined by the PrJject Manager; (b) List as loss payees or additional insureds (as their interests may .,
appear) such mortgagees, trustees, or secured parties as a Party, by written notice.to the Project Manager, may designate; (c) Contain endorsements providing for positive notice of cancellation' to th Project Manager; .
(d) Contain endorsements providing' that the insurance is. primary insurance for all purposes except for situations specified in a Nuclear Energy Liability Policy (suppliers and transporters form) should such insurance I. be purchased; -
- (e) Contain cross-liability endorsements for comprehensive bodily injurv liability and property' damage liability coverages; and
,(f) Conform to the requirements of the Atomic Energy Act of 1954, as amended,
., and the NRC regulations thereunder. ,
The following procedures shall be . observed in connectio'n with the procurement of Project insurance and changes in Project insurance:
~
(a) The Project. Manager shall give to the Owners Committee a written report k W k w C&T M N (0-) & D of insurance procuredgadd shall keep the Owners Committee informed of any changes in insurance coverages ned b'LN -
(b) Each Party, at its expense, shall have the right to secure such addi-tional or different insurance coverage as may be required under any I
mortgage or contract provision, and, to the extent practicable, such db additional or different insurance coverage may be effected through endorsements on policies of Project insurance.
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, (c) The costs of insurance sliall be charged to Costs of Fuel, Costs of A:s -
Construction, or Costs of Operation, whichever is appropriate. Parties
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_g requesting additional coverage by endorsements provided'in the immediately preceding provision shall be so charged individually for any additional premium.
- 13. TAXES The Parties and the Project Manager recognize, that they are governed by and L sach agrees to b'e governed'by Section 4(3) of eticle 1435a of Vernon's Annotated
- Civil Statutes of the State of Texas, as amended, in connecti$n with the rendering and payment of all taxes and assessments attributable to the Project or service bought, sold, leased, or used in connection with the construction, maintenance, repair, or operation of the Project (including but not limited to ad valorem and similar taxes, excise taxes, and taxes on the sale, lease, or use of properties ,
or services). This Paragraph does not .ipply to the taxes paid by or a>.sessed against the Cempanies prior to the respective Date of Closing. .
- 14. UNCONTROLLABLE FORCES g In , the event of any Signatory to this Agreement being rendered L.nahic, 5
wholly or in part, by an uncontrollable force to perform any of its obligation:.
under thi.s Agreement (other than obligations to pay costs and expenses due), upon such Signatory giving notice and the full particulars of such uncontrol table force in writing or by telephone to the Owners . Committee as soon as reasonably possible after the occurrence of the cause relied upon, the obligat".ons of the Signatory giving such notice, so far as they are affected by such uncontrollable -
force, shall be suspended during the continuance of any inability of performance
! so caused, but for no longer period. Telephone notices, allowable under the l provisions of this Section, shall be confirmed in writing as soon as reasonably 5
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3Iforce, the time and date when the uncontrollable force occurred, and when the uncontrollable force ceased. This Agreement shall not be terminated by reason of any such cause but shall remain in full force and effect. The term " uncontrollable I force" shall mean an.y cause beyond the control of the Signatory affected, including, .,
but not restricted to, failure or threat of failure of racilities or Fuel supply, flood, earthquake, storm, fire, lightning, epidemic, war, acts of the public enemy, riot, civil disturbance or,disobidience, strike, lockout, work stoppages, other industrial disturbance or dispute, whether determined to have arisen out of I . an unfair labor practice of any Party, labor or material shortage, sabotage, restraint by couit order or other public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any govern-mental agency or authority, which by the exercise of due diligence such Signatory .
, could not reasonably have been expected to avoid. Nothing contained herein shall be construed so as to require a Signatory to settle any strike, lockout, work stoppage, or other industrial disturbance or dispute in which it may be in' olve<t. v Any Sigqtory rendered unable to fulfill any of its obligations under this Agreement by reason of uncontrollable force shall exercise due diligence to remove. such inability with all, reasonable dispatch.
. 15. MORTGAGEANDTRANSFEROkINTEREST 15.01 Party's Right to Mortgage. Each Party shall have the right at any time and from time to time to mortgage, pledge, create, or provide for a security interest in, or convey in trust all or a part of its present or anticipated Ownership Share or other interests in the Project, together with an equal interest in this Agreement, to a trustee or trustees under deeds of trust, mortgages, or I .4 indentures, or to secured parties under a security agreement, as security for its g.
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present or future bonds or other obligations or securities, and to any successors
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J/ or assigns thereof, without need for the prior written consent of any other Party and without such mortgagee, trustee, or secured party assuming or becoming in any respect obligated to perform any of the obligations of the Party arising prior to such time as such mortgagee, trustee, or secured party obtains or assumes the right to exercise. such Party's rights in respect of such Ownership Share, or af ter such ownership or assumption ceases.
I 15.02 Rights of Secured Party. , Any inortgagee, trustee, or secured party undn present or future deeds of trust, mortgages, indentures, or security agreements of any of the Parties and any successor or assign thereof, a'nd any receiver, I '
referee, or trustee in bankruptcy or reorganization of any of the Parties, and
. any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior writte'n consent of the I ,. other Parties, succeed .to and acquire all of the rights, titles, and interests of such Party in the Project and in this Agreement, and may, subject to applicable law, and the rights of any Parties under contracts widt respect to the Project,
'E ' take over or foreclose upon said property, rights, titles, and interests of such 3 i Party. .
I .
15.03 ho Need for Prior Approval. To the extent to which the existing contracts permit, no prior approval will be required, and. each Party shall have I. the right, subject to Paragraph 15.04, to transfer or assign all or a part of its Ownership Share in the Project, together with a proportionate part of its rights under this Agreement, to any of the following without the need tor prior written consent of any other Party:
(a) To any entity acquiring all or substantially all of the electric utility properties and business of such Party; or i .
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- - ;;.en (c) To any entity that is wholly-owned by such Party; or '
(d) To any entity constituting a part of the Texas Utilities Company System.
15.04 Duties of New Party and Secondary Liability of Prior Party. Any -
successor to the rights, titles, and interests of a Party in the Project shall .,
agree in writing to fully perform all of the obligations hereunder of such Party, and such successor shall notify each of the other Parties in writing of such transfer, assignment,. or merger, and shall furnish to each Party evidence of such transfer, assignment, or merger. Any Party that so transfers or assigns any part of its ownership Share in the Project shall remain secondarily liable as to the performance of all duties and obligations arising out of its ownership of.that part of the Project so transf. erred or assigned.
I 15.05 Right to Sala and Lesseback. All Fuel purchased for use in or removed
.;- from the Project or recovered after reprocessing, if any,. for reuse in the Project or for sale to others and relat'd e to. a part.icular Batch shall be jointly owned by the Parties in accordance with their respective Energy Entitlement Shares for that Batch, provided that any Party may at any time sell and assign all or any '
part of its interest in such Fuel to any person or entity' (" Fuel Lessor") for leaseback to such Party subject to the conditions that: (i) the Fuel Lessor shall waive all right to partition of such Fec . prior to completion of the repro-cessing, if ar-r, thereof; (ii) the Fuel Lessor shall not obtain any rights not possessed by such Party with respect to the operation or scheduling of the Project or the removal of Fuel therefrom; (iii) the Fuel Lessor shall not become a Party in the Project unless or until it succeeds to all of such Party's right, title, '
and interest in the Pro.;ect 'in accordance with the terms 'and provisions hereof;
. . . end (iv) such Party shall indemnify all other Parties against any costs or
, expenses incurred by them because of such Party's sale and lease.
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J 16. RIGl!T OF FIRST REFUSAL 16.01 Rights of Non-Transferring Parties. Except as proviced in Sectious 15 and 17 hereof, should any Party, prior to the expiration of the ' period stescribed in Section 21 hereof, desire to transfer its ownership or other interests in the Project or any part thereof i.o any person, entity or another Party, ready, able ,,
. cnd willing to acquire same, the Party desiring to make such transfer shall obtain a written offer from the prospective transferee, setting forth the consid-r-I ction and other terms of the offe,r, and each of the other Parties shall have the right of first refusal to acquire all .or any part of such interest on similar terms and for similar consideration, which shall be:
I (a) If the offer is in cash, whether payable in one payment or in install-ments, the amount of the bona fide written offer from the prospective transferee, payable as specified in the offer; cr N- (b) If the offer is not in. cash but is l'n securities having a readily ;
ascertainable market ' value, the fair market value of the securities offered by the prospective transferee; or (c) If the offer is neither in cash nor in securities having a readily I. .
ascertainable market value, the fair market value of the' consideration being offered.
16.02. Notice. . At least seven'monthe prior to the date on which the intended I
transfer is to be consummated, the Party desiring ot' - transfer shall serve written notice of its intention to do so upon all of the Parties. Such notice shall contain the proposed date of transfer and the terms and conditions of the transfer.
I 16.03 Term of Option. Each Party shall have the option to acquire all or cny part of the interest to be transferred and shall exercise said option by.
.. serving written notice of its intention upon the Party desiring to transfer and khh
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on the remaining Parties within thrce months after service of the written notice of. intention to transfer given pursuant to Paragraph 16.02. Failure of a Party
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to exercise said option as provided herein within the time period specified shall be conclusively deemed to be an election r.ot to exercise said option.
16.04 Multiple Optionees. If two or more of the Parties desire to acquire all, or parts aggregating more than all, of such interest, unless otherwise agreed, such interest shall be transferred in the ratio that the Ownership Share I of each Party desiring to acquire bears to the total Ownership Shares of all Parties desiring to acquire.
16.05 Less Than All Interest Purch'ased. If one or more of the Parties exercise their options to acquire a part of the interest to be transferred but fail to exercise their options so as to acquire in the aggregate the entire I ownership interest to be transferred, then the Party desiring to transfer shall
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'il k serve written notice of this fact upon the . Parties exercising their options within fourteen days after its receipt of all of the written notices permitted by Faragraph 16.03 hereof or after the expiration of the three month period. referred
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i to in Paragraph 16.03 hereof, whichever is earlier.
16.06 Right to Purchase Interest Previously Unpurchinsed. In the event that the Parties fail to exercise their . option to acquire in aggregate the entire ownership interest to be transferred, then the Parties who exercise their option iI, to acquire less than the entire ownership interest to be transferred shall have the option to acquire, for the consideration provided in Paragraph 16.01 hereof, the remaining ownership interest to be transferred, which such option shall be exercised by serving written notice of such election cpon the Party desiring to ,
transfer within three months af ter the receipt of the notice given pursuant to Paragraph 16.05 hereof.
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I??5 16.07 Obligations Upon Exercise of Option to Purchase. When the options to f P. acquire all or any part of said ownership interest have been exercised, the l
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Parties shall thereby incur the following obligations:
(a) The Party desiring to transfer the ownership interest and the Party or
. Parties having exercised the option to acquire all or any portion of such ownership interest shall be obligated to proceed in good faith and with due diligence to obtain all required authorizations and approvals I of such acquisition. ,
(b)' The Party desiring to transfer such ownership interest shall be obligated ,
to obtain the release of any lien encumbering the ownership interest -
that is the subject of the transfer at the earliest practicable date.
(c) The Party or Parties having exercised the option to acquire such ownership interest shall be obligated to perform all of.the terms and conditions required of them to complete the , acquisition of said ownership interest.
16.08 Time Limit on Purchase. The acquisition of the ownership interest by the Party or Parties having elected to acquire the same shall be fully consummated .
' within seven months following the date upon which all notices required to be I' given under this Sectf- 16 have been duly served, unless said Party or Parties' are then diligently pursuing appli~ cations for required authorizations or approvals to effect such transfer or are then diligently pursuing or defending appeals from orders entered or authorizations issued in connection wit;t. such applications or any liens have not been removed, in which event the transfer shall be consummated within three months following the date upon which the final order is entered or
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i authorization issued in connection with such applications.
16.09 Party Free to Transfer. If the Parties receiving notice of'the proposed transfer fail to exercise their options to acquire all or some part of EG; .
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Ti. interest shall be free to transfer such interest, if any, as may be lef t af ter the exercise of such options to the Party that made the offer referred to in Paragraph 16.01 hereof upon the terms and conditions set forth in said bona fide written offer. If such transfer is not ' consummated by the proposed date of transfer referred to in Paragraph 16.02' hereof, t.he Party desiring to '.ransfer said canership interest must give another complete new right of first r2fusal to I. the remaining . Parties pursuant t9 the provisions of this Section 16 before such Party shall be free to transfer said ownership interest to anot.her party. The rights undet this Section 16 shall be exercised in good faith and in such manner as not to unreasonably interfere with operations and opportunities of the other Parties.
I 16.10 Status of Transferee Party. The Party or Parties who acquire an
,,, ownership interest pursuant to this Section 16 shall recei,ve title to and shall own the interest as tenants in common, subject to the same rights, dutics', and I obligations as are applied by this Agreement, to the interest being trans ferred in the hands of the transferring Party.
16.11 Transferee to Comply with this Section. Any trans feree who may succeed to an ownership interest pursuant to this Section 16 shall specifically t
agree in writing with, the remaining Parties at the time of such transfer that it will not transfer or assign all or any portion of such ownership interest without complying with the terms and conditions of this Section 16.
16.12 Hule Against Perpetuities. It is intended that the provisions of this Section 16 shall, to the full extent permitted by law, continue in effect end be enforceable by the Parties, their successors, and assigns, so long as two j ., or more of them continue to own an int.erest in the Project under this Agreement.
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w, However, should it be finally determined by a court of en.npetent jurt.sdiction cal "c;
that Article I, Section 26, of the Constitution of the State of Texas or any other constitutional provision, statute, or rule of common las of like import is applicable to the rights created by this Section 16, then the agreements contained in this Section 16 shall terminate and be of no further force and effect whenever .,
twenty-one years less one day shall have elapsed after the death of the last surviving descendant, living at the date of the earliest execution of this Agreement on behalf of any of the Parties by any person sigoing this Agreement in behalf of a Party in any capacity.
- 17. DESTRUCTION OR AB3'DONMENT - -
f 17.01 If Covered by Insurance. If any portion of the Project should be damaged or destroyed to the extent that the estimated cost of repairs, replacement, or reconstruction is not more than one hundred percent (100%) of the acgregate
.t{.,. tmount of the proceeds from property damage in.turance plus deductible carried and covering the cost of the repair's, replacer.:ent, or reconstruction of such portion of the Pro' ject, the Parties, unless otherwise unanimously agreed, shall repair, replace, or reconstruct such portion of the Project to substantially the same general character or use as the original. The Parties shall' share the costs of such repairs, replacement, . or reconstruction in proportion te their Ownership Shares in the Project. '
17.02 If Not Covered by Insurance. If any portion of the Project should be .
damaged or destroyed to the extent that the estimated cost of repairs, replacement, orreconstructionismorethanonehundredpercent(100%)ofthIaggregateamount of the proceeds from property damage insurance plus deduct.ible carried and covering the cost of tbc repairs, replacement, or reconstruction of such portion of the Ij ,, Project, x< s the Parties shall, upon agreement, repair, replace, or reconstruct such 1 71*. .
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portion of the Project to substantially the same general character or use as the
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T original; provided, however, that should all of the Parties not agree to repair, I replace, or reconstruct such portion, of the Project, but une or more of the l Parties nevertheless desire to do so, then any Party who does not agree to repair, replace, or reconstruct shall sell it; undivided ownership interest in the Project I to the Parties desiring to repair, replace, or reconstruct such portics of the Project for a price equal to the selling Party's ownership interest in the salvage value of such . portion of the Project plus such Party's proportionate cost, less depreciation at straight line rates, as determine'd by the Owners Conunittee, in its interest in the remainder of the Project. The Parties, if more than one, I
desiring to repair, replace, or reconstruct such portion of the Project, unless
'otherwise agreed between them, shall share the payments to, and the interests acquired from, any Party not desiring to repair, replace, or raconstruct such
((.{ portion of the Project and the costs of repair, replacement, or r2 construction of such portion of the Project in the proportion that the Ownership Share of each I bears tc the total Ownership Shares of all Parties agreeing to repair, replace,
, or reconstruct such portion of the Project, and appropriate transfers o'f interest s
will be made. - l
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.I 17.03 Abandonment. Should the NRC or a court of competent jurisdiction by final order not subject to judicial' or administrative appeal require, or should I.
Parties having in excess of a ninety percent (907.) Ownership Share in the Project agree upon, the abandonment of a portion of or the entire Project, the Project Manager chall seek authorization of the NRC to surrender the operating licenses I for the affected portion of the Project and, upon obtaining same, shall decommission and sell er make such other final disposition as may be required by law of the affected properties. The costs of abandonment'shall' be' shared and paid according R$,c.W
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t o the respective Ownership Shares of the Parties remaining owners of the Project 3G y at the time the decision ar agreement, to abandon is reached. Proceeds derived from the salc of any property by virtue of an abandonment pursuant. to this
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Paragraph shall be shared by the Parties in the same proportions as t.he costs of
- I abandonment of the particular item of property sold. I
- 18. DEFAULTS l 18.01 Defined. For purposes of this Section 18, the word " default" shall mean the failure of any Party to make any payment or perform any obligation in the time and manner provided by this Agreement. No default shall exist where such failure to discharge obligations (other than payment of money) is the result
~
'of an uncontrollable force as defined in Section 14.
18.02 Opportunity to Cure Default. Upon a Party's failure to make payment
- I
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or perform any of its obligations, the Owners Committee or a Signatory or the
,. Project Manager shall serve written notice upon such Party. Such Party. shall then have thirty -days from the date it receives such notice to make. such payment
[ or perform such obligation. Should the Party so pay or perform within the thirty day period, the default of which the Party was not.ified saall cease to exist.
~I 18.03 Procedure in Event of Default. In event of default which is not cured as provided in Paragraph 18.02, the nondefaul' ting Parties shall have the t :
optiori either to (1) discontinue the Project immediately and liquidate same for I the benefit of all the Parties as may best serve the interest of the non-I defaulting Parties or (2) proceed with the Project under the following conditions:
(a) The nondefaulting Parties, following the expiration of thirty days
- after notice was received by the defaulting Party and provided such defaulting Party did not cure its default as allowed by Paragraph il 18.02, shall make payments and take actions necessary to cover the 4 ..
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default, with the cost thereof allocated among and paid by each of the s..
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E nondefaulting Parties in the ratio that its Ownership Share bears to the total Ownership Shares of all nondefaulting Parties.
(b) The defaulting Party shall remedy such default as soon as possible and shall pay upon demand to each nondefaulting Party any amount paid by .,
such nondefaulting Party for the account of the defaulting Party plus all' incidental costs, including interest at the rate of ten percent I (107.) per annum, incurred by each nondefaulting Party in relation to the payments made or actions taken to cover said default.
(c) If such default by a Party shall continue for a period of six months, without having been remedied by the defaulting Party, following a determination by the Owners Committee that default exists, or if a written admission of default is made by the defaulting Party, the nondefaulting Parties shall be entitled to 'all remedies afforded by law. In addition to su'ch remedies:
(1) Upon notice from the members of the own'ers Committee representing the' nondefaulting Parties, the defaulting Party shall cease .
taking its Energy Entitlement Share of Energy produced from any ,
~
Batch. Each nondefaulting Party.'s available Energy Entitlement
. Share in each Batch shall be increased to allocate the defaulting i I. Party's Energy Entitlement in that Batch in the ratio that the Energy Entitlement Share of each nondefaulting Party with respect to that Batch bears to the total Energy Entitlement Shares of all of the nondefaulting Parties in that Batch.
j (2) The nondefaulting Parties, or the one or more of them electing to g do so, shall have the option and right to acquire all or any part D-
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of the undivided interest and entitlements of the defaulting Party "nfgy at such defaulting Party's cost, less depreciation at straight- '
g W line rates as determined by the Owners Committ.ee. Such option and I
right may be exercised from time to time prior to the return of I !
the defaulting Party to the status of an active Party pursuant t.o -
,I Paragraph 18.03(c)(3) by giving written notice of such cicct. inn to the defaulting Party and to all other Parties. Upon such notice
- I being given, title. to the affected interest -(or such lesser desig-nated part as the acquiring Party or Parties may select) of the defaulting Party and such Party's corresponding ent.itlements hereunder shall be purchased by and shall be deemed to vest., e
- subject only to the obtaining of requisite authorizations or c 1
,g approvals, in the Parties so electing to acquire the same in j .;.c.;, proportion to their respective shares or as agreed between thma. .
Within three months after the requisite authorizations and approvals
- l of the purchase and transfer of the defaulting Party's interest to be purchased are obtained, the amount payable .shall be paid to such defaulting Party after applying to much of the considerat. ion E as may be necessary. to remedy the default. Upon such payment being made, the purchasers. shall be entitled to full conveyance E- and assignment and a release of encumbrances, if any. In the event any dispute should arise as to the exercise of such option, the amount payable or the application thereof, the same shall be determined by the Project Consultant.
'g (3) ~If a defaulting Party's entire interest has not been acquired
, a pursuant to Paragraph 18.03(c)(2) or is not otherwise sold or a
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transferred, and such defaulting Party is capable of,~ and elects
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to, return to the status of an active Party, bearing a share of I const.ruction, fuel, and operation costs and receiving Power generated at the Project, such defaulting Party shall either' pay all of its accumulated deficit (including incidental costs incurred by non- . .
defaulting Parties in covering the default plus interest at the rate cf ten percent (10%) per annun) or its undivided interest and .-
entitlements, upon resumption of active status, shali be reduced
'to reflect adjustment of its total contributions to the Costs of Construction, Fuel, and Operation of the Project, by the accrued deficits (including incidental costs plus interest at the rate of-ten percent (10%) per annum), .and the balance of the interests and-entitlements that such defaulting Party would otherwise own shall
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vest in the nondefaulting Parties having made payments t.o cover the default in the proportion of such payments.
i 19. WAIVER i
Failure of a Signatory to thi's Agreement to insist, on any occasion, upon strict performance of any provision.of this Agreement including, without limita-l tion, the prt., vision of Section 18 dealing with default, shall'not be considered i
to waive the obligations, rights, or duties imposed upon any Signatory hereto.
- 20. INTRASTATE OPERATION -
If any. Party plans to transmit, directly or indirectly, Power and Energy in interstate commerce, it shall (1) give adequate notice theresf to all other ~
Parties so as to permit them to arrange their affairs in such a manner as to avoid Federal regulation under t.he Federal Power Act, and (2) shall engage in such t .,ix i
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j E.$6. transmission only pursuant to the provisions of Sections 202(d), 210 or 211 3.? of the Federal Power Act. In the event any Party violates this Section, such I violating Party shall be immediately in default and shall r rceive no delivery of Power and Energy hereunder until such default shall have been cured to the satisfaction of the Owners Committee. .
- 21. END OF PROJECT The Project shall be terminated only upon agreement of the Parties having in excess of a cinety percent (90%) Ownership Share in the Project, but in no case until the abandonment of, authorization by the NRC of the surrender of all licenses for, and final disposition of all' components of the Project.
- 22. TRAINING A familiarization and training p' ogram r shall be established by the Project Manager to maintain adequate staffing, engineer'ing, and operation of the Project .,
3.- during construction and operatica of the Project. The expenses thereof shall be a part of the Costs of Construction or Costs of Operation as appropriate.
- 23. MISCELI.ANEOUS 23.01 Counterpa rts . This Agreement may be simultaneously executed in 5
several counterparts. All such counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
- , 23.02 Further Assurances. Each Signatory to this Agreement wi'11 promptly ;
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~ l and duly execute and deliver to the other Signatories hereto such documents and j assurances and take such other and further action as a Signatory hereto may from 1
time to time reasonably request of the other Signatories hereto in order:
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to carry out more effectively the intent and purpose of this Agreement, y;.; (a) 'I (b) to establish and protect the rights and remedies created or intended to be created in favor of a Signatory hereto, or (c) as may be reason.ibly necessary and convenient in the conduct of a .,
Signatory's business affairs.
23.03 Captions. The captions of the various sections and paragraphs herein I are intended for convenience or reference only and shall not define or limit any of the terms of previsions hereof.
~
23.04 Governing Laws. This Agreement shall in all respects be governed by I and construed in accordance with the laws of the State of Texas including. all matters of construction, validity, and performance.
Im 23.05 Benefits of this Agreement. This Agreement is for the benefit of the u ,
Signatories hereto and shall not be construed to confer any rights or b'enefits on any third party.
23.06 Amendment. Neither this Agreement nor any . terms hereof may be termi-I noted, amended, supplemented, waived, or modified except by an instrument in writing signed by the Signatory hereto against which the" enforcement of the ~
termination, amendment, supplement, waiver, or modific: tion is sought.
, . 23.07 Succession. All covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the Signatories hereto and their respective successors and assigns, subject however to the requirements of Sections 15 and 16.
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- 23.08 Regulatory Bodies: This Agreement and all operations hereunder are subject to the applicable federal and state laws and the applicable ordinances, g orders, rules, and regulations of any local, s ta te , or federal governmental ,
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23.09 Source of TelPA Payments. The proceeds of TtlPA obligations for borrowed funds, and the proceeds of the investment thereof, shall be the sole source of funds from which.Tt!PA may be required by any other entitics to pay Costs of Con-ctruction and Costs of Fuel; provided, however, irrespective of this Paragraph, tha fa'ilure of TMPA to make any payment in the time and manner specified in this Agreement shall constitute a default under Paragraph 18.01 of this Agreement.
IN WITNESS WHEREOF, the Signatories hereto have caused this Agreement to he executed as of the da*/ and year first hereinabove written.
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DALLAS POWER & LIGHT COMP GY EST: O ,
, b) * W BY: (/ 1h
/' Secretady y ~ Preside TEXAS LECTRIC SERVICE COMPANY -
ATTEST:
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!W: .J#, z LOW Secretary L Pysident TEXAS POWER & . GHT COMPANY ATTEST: ,
[,. /. f. . By: , w inn s I* - ,
. Secretary Presidentj
. TEXAS ITil'.ITIES Eh ATING COMPANY '
I ATTEST: .
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President E .
Secretary 3
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TEXAS t!UNICIPAL POWER AGENCY I TST: -
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s BY: , _
//g', Secretary
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President ,
BRAZOS ELI CTRIC POWER COOPERATIVE, INC.-
$ - ST: -
(k jam CIS Pres GV/r& M
& L.Y a BY:
~ Secretary i' dent
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' Th'e' provisions of this Agreement to submit certain controversies between t.he !
I Parties to, arbitration by the Project Consultant have been concluded upon the ,
I cdvice of counsel to the respective Parties as evidenced by counscis' respective signatures hereto. .
FOR TIIE COMPANIES AND TEXAS UTILITIES GENERATING COMPANY ;
' BURFORD & RYBURN f
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- BY: hAs h- ( 4
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Frank M. Ryburn, Jr.
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FOP. BRAZOS ELECTRIC POWER COOPERATIVE, INC.
STGREST, MILLS, CAMERON & RILEY iI
- f I fl BY: i L A,dh (l/ a
- 11. Cokdr t! ills ~
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' I FOR TEXAS MUNICIPAL POWER AGENCY NAttAN, HOWELL, S11ITH, LEE & MULDROW
, . 1 BY: oeben 1 u J. Rodned Lee
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' AMENDMENT OF JOINT OWNERSHIP AGREEMENT PARTIES This Agreement is entered into this 9th day of December ', 1980, by and between Dallas Power & Light Company (DP&L) , Texas Electric Service Company (TESCO) , Texas Power & Light i:ompany (TP&L) , Texas Utilities Generating ,
Company (TUGCO) , Texas Municipal Power Agency (TMPA) , Brazos Electric Power Cooperative, Inc. (BEPC) , and Tex-La Electric Cooperative of Texas, Inc. (Tex-La). DP&L, TESCO, and TP&L will be hereinafter referred to collectively as " Companies."
DP&L, TESCO,.TP&L, TMPA, BEPC and Tex-La will be hereinafter referred to collectively a's " Parties" and separately as " Party,"
and with TUGCO collectively as " Signatories" and separately as " Signatory."
RECITALS
- 1. On January 2, 1979, DP&L, TESCO, TP&L and TMPA exe-cuted a Joint Ownership Agreement for the Comanche Peak Steam Electric Station (the " Project," as defined in the Joint Owner-ship Agreement) , located in Hood and Somervell Counties, Texas, and TUGCO joined in the execution thereof as a Signatory to evidence its agreement to act as Project Manager. l
- 2. On June 1, 1979, BEPC joined in the execution of the l
Joint Ownership Agreement and became bound by the terms thereof.
S 3. On June 1, 1979, the Companies, TUGCO, TMPA, and
!I EXHIBIT C
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l- ,
BEPC executed a Modification of the Joint Ownership Agreement.
- 4. On May 23, 1980, DP&L sold to TESCO an undivided 2-1/2% interest and to TP&L an undivided 2-1/2% interest in I the Project, associated transmission facilities and in the Fuel acquired for the Project.
, 5. Tex-La desires to acquire and TP&L desires to sell E an undivided 4-1/3% interest in the Proje'ct, associated trans-mission facilities and in the Fuel acquired for the Project, so that TMPA, BEPC, Tex-La and the Companies will share in the
, ownership of tne Project as tenants in common.
NOW, THER2 FORE, in consideration of the premises and the I mutual agreements herein set forth, the Signatories agree as follows:
- 1. Sale of 4-1/3% Undivided' Interest in the Project.
Subject to the terms and conditions of the Joint Ownership Agreement and of this Amendment, TP&L agrees to sell, and Tex-La agrees to buy,as a tenant in common, an undivided 4-1/3% interest in the Project and Fuel as they exist at the Date of Closing. The effectiveness of the sale is hereby I conditioned upon specific Nuclear Regulatory Commission (NRC) approval thereof by issuing the required amendments to Con-struction Permits Nos. CPPR-126 and CPPR-127 (" specific NRC approval"). At the Date of Closing, Tex-La shall receive from TP&L the instruments of conveyance contemplated by Paragraph 3 hereof that will effectuate such sale upon specific NRC l I !
I..
^
approval; but prior to specific NRC approval such conveyances shall constitute and evidence only a security interest in, and first lien upon, the 4-1/5% undivided interest owned by TP&L l at the Date of Closing, as well as assets thereafter acquired I to secure repayment by TP&L of the amounts paid by Tex-La .
under the terms of this Amendment, plus interest thereon as provided in paragraph 4 hereof, in the event that specific NRC approval is not secured or is denied. Only upon specific NRC approval shall the conveyances to Tex-La become fully effective as transfers of full and complete ownership of its interest in the Project.
- 2. Purchase Price ~and P'ayment Terms. In consideration therefor, Tex-La agrees to pay to TP&L 4-1/3% of the accumulated
- Costs of Construction and Costs of Fuel prior to the Date of Closing. Tex-La agrees also to pay to TP&L intere t, calcu-j lated monthly, on said Costs incurred from the last day of the
~
month in which the particular Costs were paid to the Date of Closing, compounded annually, at a rate equal to TP&L's weighted cost of capital for each such year (including the cost of TP&L's most recent long-term debt and preferred stock issues
'I and the actual rate of return on average common equity, each )
determined for each calendar year as of the prior calendar year) plus TP&L's actual federal income tax liability associ- -
l ated specifically with the gain realized on the interest and development cost component of the purchase price. Tex-La
- .I
- I
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also agrees to pay to TP&L $325,000,. representing its 4-1/3%
share of costs in developing the Project, including water resources, which are properly allocable,bu't not specifically
' charged to the Project. Said accumulated' Costs and interest shall be paid to TP&L at the Date of Closing, provided, however, j l
.in the case of ad valorem taxes assessed but unpaid at the Data t
of closing, Tex-La'shall pay its portion *of such taxes to TP&L at the~ time TP&L pays the same.
- 3. Closing. The closing of the sal'e and transfer will j take place at the offices of TP&L in Dallas, Texas, not later i
than January 8,1981 (the .Date of closing) . '
TP&L and Tex-La shall, promptly and with all due.dili-gence, take all necessary actions.and endeavor to obtain all l
regulatory approvals, licenses,~ orders, and permits necessary l l
to carry out their obligations under this Amendment. Either '
TP&L or Tex-La may refuse to close for any of the following reasons:
4 (a) Any regulatory approval, license, order, or permit presently required, with or without which at the Date of closing, E. the Project or this transaction with respect to said Party is in violation of law, has not been issued, including but not limited to the approval of the Rural Electrification Adminis- l tration, whether or not such approval, license, order or I permit was sought or responded to with diligence, provided I e
._._. -._ y._ _. _
e .
I however, the closing may occur.in the absence of REA approval 1
should Tex-La elect to obtain other financing. l (b) Tex-La is unable to secure financing sufficient to undertake its share of the obligations imposed by this. Amendment.
(c) The contemplated Transmission Agreement, the Distribu-tion Service Agreement, the Entitlement Assignment Contract, i or the Power Supply Agreement between TP&L and Tex-La have not been' executed by the Date of Closing.
> l (d) The Project shall have suffered damage, loss or i destruction in an amount sufficient to make the closing uneco-
~
nomic or otherwise infeasible.
If the reason for refusal to close has not been removed within 6 months after the Date of Closing, either TP&L or Tex-La may terminate this Amendment by written notice to the I o'ther to such effect.
Conveyances shall be by Special Warranty Deed and Bill I
of Sale substantially in the forms of Exhibits 1 and 2 .
I attached hereto and made'a part hereof. TP&L agrees to exe-i cute and deliver to Tex-La such other instruments of conveyance and transfer as may be necessary or appropriate. to vest in
, Tex-La its undivided interest in the Project and Fuel. Tex-La 4
shall have the right to review the title to all property being l conveyed. Upon notice to TP&L that there is a defect in the
- l title to the property or any lien or other encumbrance with respect thereto, TP&L shall use all reasonable efforts to eliminate I ,
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- g. .
or cure such defect, the expense thereby incurred to be TP&L expre'ssly disclaims any charged to Cost of Construction.
I general warranty of title or guaranty of performance of con-
- l tract by vendors or suppliers of equipment, material, services, and Fuel to the Project.
- 4. ownership, Rights and Oblications Following Acquisition.
Subsequent to the Date of Closing, the Parties shall have title to.the Project and Fuel as tenants in common and sha.tl, as co-tenants with undivided interest therein, subject to the terms of the Joint ownership Agreement, the Modification Agree-ment, and this Amendment, own the Project and Fuel and have the related rights and obligations, including payment therefor, and shall be entitled to ownership Shares as follows:
.I PARTY OWNERSHIP SHARE DP&L 18-1/3% :
TP&L 31-1/2%
TESCO 35-5/6%
g TMPA 6.2%
, BEPC 3.8% -
! . Tex-La 4-1/3%
It is understood and agreed that, 'to the extent requir'ed by HRC, the title and ownership rights acquired by Tex-La in the Project and Fuel shall, while pending any necessary approval i for full title, includi::g amendment of any license or permit to take account of the sale and purchase cf an interest in I
I .. .
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I the Project and Fuel as provided in this Amendment,"be deemed to be only such title and ownership rights with t, spect to the Project and Fuel as are generally approved by general license !
(i.e. , without either application or specific approval) by
- the NRC in 10 C.F.R. Secticn 50.31 and 10 C.F.R. Section 70.20 (or successor provisions pertaining to the subject matter) or are otherwise subject to a general license or exempt . om licensing.
It .is furth.er cc.derstood and agreed that nothing in the' preced-ing sentence shall be construed to enlarge or decrease the inci-dents of ownership ac@ ired hereunder that may be exercised
.l by Tex-La pursuant to this Amendment following such NRC approval or amendment of a license or permit. In no event shall Tex-La exercise any rights of ownership or control over the Project or Fuel, until specific NRC approval has been obtained, beyond -
those rights of ownership and control that may be lawfully exercised pursuant to general license by the NRC or that are I exempt from NRC licensing, but, in recognition of the security l interest which Tex-La will possess and the promise of TP&L to
< convey an ownership interest to Tex-La, upon specific NRC approval, it ir agreed that at all times the standards and guidelines of P4, . . graph 3.04 of the Joint ownership Agreement are to be followed by the Project Manager in meeting its responsibilities. Should the NRC by final action deny, or fail to grant, by the earlier of June 1, 1982, or the Date of Commercial Operation of Unit il of the Project, Tex-La the lI .
l l
a .*
i necessary approval or license as may be required by the NRC, l Tex-La shall release and transfer ali of its right, title and interest in the Project and Fuel to TP&L, and Tex-La's payments !
l made under this Amendment, simultaneous.ly shall be fully repaid by TPEL to Tex-La. Additionally, TP&L shall pay to Tex-La interest from the date of each payment until the date of repay-ment at the rate ou' the greater of (1) 8% per annum, compounded
- annually, or (2) the actual costs of mons, paid by Tex-La for the indebtedness incurred to make such payments. Upen such .
I repayment to Tex-La, Tex-La's rights and obligations under the Joint Ownership Agreement and this Amendment shall terminate.
,l 5. Owners Committee. The Owners Committee provided for by paragraph 4.02 of.the Joint Ownership Agreement shall be increased to six members ao as to include one primary repre-sentative mid one alternate for Tex-La whose participation shall be limited to the extent provided'in the last paragraph of said paragraph 4.02 in the same manner as is applicable to TMPA and BEPC.
- 6. Waiver of Rights of First Refusal. DP&L, TESCO, TMPA and BEPC waive all rights granted to them in Section 16 of the Joint Ownership Agreement to acquire all or any part of the 4-1/31 undivided interest to be conveyed by TP&L to Tex-La pur-uant to the terms of this Amendment, but such waiver shall not extend to any subsequent transfer of ownership in the Project by any Party.
'I
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- 7. Transfer of Interest by Tex-La T-*-La agrees that e
it will not transfer or assign all or any portion of its undivided interest in the Project and Fuel without complying with the terms and conditions of"Section 16 of the Joint Owner-ship Agreement.
l
- 8. Rights and Obligations of Tex-La. Upon closing, and subject to the provisions of this Amendment, Tex-La shall own, as a tenant in common, an undivided 4-1/34 interest in the Project and Fuel and shall be entitled as a Party to all of the rights contemplated with respect to such undivided inter-est by the Joint Ownership Agreement, the Modification Agree-ment, and this Amendment, and, by its execution of this Amend-ment, Tex-La does hereby agree to be bound by and to fully per-form all of the obligations of a Party under all of said Agree-ments, including, without limitation, the obligation to pay its Ownership Share of Costs of Construction, Costs of Operation, and Costs of Fuel in accordance with the Provisions of the Joint Ownership Agreement,. together with a management fee to the Project Manager equal' to 5% of its portion of Costs of i Operation and Costs of Fuel pursuant to the second paragraph l
l of paragraph 3.04 of the Joint Ownership Agreement in the same manner as is applicable to TMPA and BEPC, said management fee payable only with respect to Tex-La's Retained Capacity, as
,a defined in the Power Supply Agreement between TP&L and Tex-La
>g of even date herewith.
1
- g. . . . . .
I IN WITNESS WHEREOF the Signatories hereto have caused this Amendment to be executed as c,f the day and year first hereinabova written.
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DALLAS POWER & LIGHT COMPANY F. ATTEST: .
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, - - - . By 11 %
, f., Secrltary Q l .
'Presi nt ATTEST: TEXAS ELECTRIC SE CE COMPANY
, [M By
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/fg/, Secretary p sident ATTEST: .
TEXAS POWER & LIGHT COMPANY
.<ru. . E By
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ATTEST: .' TEXAS ILITIES GENERATING COMPANY
[ s'- , 8 # -- By n>-- ^^~ ~ ~
- : ', gi Secretary President
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, , ,' ' ATTEST : TEXAS MUNICIPAL POWER AGENCY
. * ' 11 du j By 9A44)
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. ' .. . , , y. Secretary y Prc:id:ntG @ ,772 ,
ATTEST: BRAZOS ELECTRIC POWER COOPERATIVE, INC. I I
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By ~~
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, Secretary / Prdadouw-
. . . , Executive Vice President 4 General Manager
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l l,e ATTEST: TEX-LA ELECTRIC COOPERATIVE OF TEXAS, I@
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T ' W"' i f,., ,Secretarf
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By President f'u-7 ' .
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'The provisions of the Joint Ownership Agreement to submit I.T s t.i..
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,'N, s certain controversies between the Parties to arbitration by the f.'( N. ,, .
B.' * . . , ' , Profect
'- Consultant have been concluded upon the advice of counsel to the respective parties as evidenc'd e by counsels' signatures heretofore affixed to the Joint Ownership Agreement i
and the signature of counsel for Tex-La affixed hereto.
FOR TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC.
Law Offices of Northcutt Ely
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SPECIAL WAhRANTY DEED THE STATE OF T"r.:XAS S S KNOW ALL MEN BY THESE PREF.::NTS:
COUNTIES OF HOOD S ,
AND SOMERVELL THAT TEXAS POWER & LIGHT COMPANY (hereinafter the " Grantor"), a Texas corporation, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good ud valuable consideration paid to the undersigned by TEX-LA ELECTR7C COOPERATIVE OF TEXAS, INC. (hereinafter the " Grantee"), the receipt and sufficiency of which are hereby ac-knowledged and confessed, has GRANTED, SOLD, CONVEYED,, AND/OR ASSIGNED, l and by these presents does hereby GRANT, SELL, CONVEY, AND/OR ASSIGN an undivided 4-1/3% interest (being an undivided 12.093% of Grantor's 35-5/6% interest) computed as 'of January 1,1981, in certain real estate '
(hereinafter the " Property") unto Grantee, said Property lying and being situated in Hood Count'y and 'Somervell County, Texas, and more particularly described on Exhibit attached hereto and made a part hereof for all purposes.
This conveyance is expressly made subject to applicable terms and j conditions of the Joint Ownership Agreement between Dallas Power & Light Company, Texas Electric Service Company, Texas Power & Light Company, Texas Utilities Generating Company, Texas Municipal Power Agency and Brazos Electric Power Cooperaeive, Inc. for Comanche Peak Steam Elec-tric Station, as modified and as amended by tNe aforesaid parties and TEX-LA ELECTRIC COOPERATI'73 OF TEXAS, INC. , including but not limited to the fo11'owing:
-I (i) The lien for current taxes, assessments, or governmental charges or levies not in default.
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(ii) The claims of materia'imen or mechanics, the payment of l
which is not due or being contested in good faith.
(iii) The waiver by Grantee of any right to partition, pursuant to Section 3.03 of said Joint Ownership Agreement.
(iv) Easements and mineral reservations, grants, and leases of record in Hood County and Somervell County.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto, unto the said Grantee, its l successors and assigns,'and Grantor does hereby bind itself and its succesors and assigns to warrant and forever defend all and singular the Property unto Grantee and its successors and assigns, against every person whomsoever claiming or to claim the same, or any part rhereof, by, through, or under it, but not otherwise, subject, however, as aforesaid.
EXECUTED this day of' , 198 .
TEXAS POWER & LIGHT COMPANY, GRANTOR By THE STATE OF TEXAS S S
COUNTY OF DALLAS S BEFORE ME, the undersigned authority, on this day personally cppeared known to me to be the person and I
officer whose name is subscribed to the foregoing instrument and ccknowledged to me that the same was the act of the said TEXAS POWER &
LIGHT COMPANY, a corporation, and that he executed the same as the act (l
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of such corporation for the purposes and consideration therein ex-pressed, and in the capacity therein stated.
I GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
- , 198 .
LI Notary Public, Dallas County, Texas My commission expires:
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'; *. Pcgo 1 of 3 BILL dF SALE
- THE STATE OF TEXAS S S KNOW ALL '4EN BY THESE PRESENTS:
COUNTIES OF HOOD 5
- AND SOMERVELL THAT, for good and valuable consideration, the receipt of which is hereby acknowledged by TEXAS POWER & LIGHT COMPANY (hereinaf ter the
" Seller"), in accordance with the terms of the " JOINT OWNERSHIP AGREE-MENT BETWEEN DALLAS POWER & LIGHT COMPANY, TEXAS ELECTRIC SERVICE COMPANY, TEXAS POWER & LIGHT COMPANY, TEXAS UTILITIES GENERATING COMPANY, TEXAS MUNICIPAL POWER AGENCY AND BRAZOS ELECTRIC POWER CO-OPERATIVE, INC. FOR COMANCHE PEAK STEAM ELECTRIC STATION, as modified l and as amended by the aforesaid parties and TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (hereinaf ter the " Agreement") , said Seller has SOLD, i
TRANSFERRED, AND CONVEYED, and by these presents does SELL, TRANSFER, AND CONVEY an undivided 4-1/3% interest (being an undivided 12.093% of I Seller's 35-5/6% interest) computed as of January 1, 1981, in the Comanche Peak Steam Electric Station Project (hereinafter the " Pro-ject") and in the Fuel acquired for that Project, unto TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. '(hereina6 er the " Purchaser"), its suc-cessors and assigns, to have and to hold forever, as a tenant in common.
For purposas of this Bill of Sale, " Project" means the following, to the extent such may exist en the date of execution of this Bill of Sale: (a) the Station, and (b) all licenses, permits, rights, and I approvals necessary or convenient for construction, operation, mainte-nance, and decommissioning. The Station includes, but is not limited to, the following: two nuclear steam generating units, each having a I
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rating of approximately 3425 megawatts thermal, two turbine-generator units, each having a nominal capacity of approximately 1150 megawatts ll olectric, the railroad, the cooling reservoir and makeup facilities, cnd all related structures and facilities, together with additions and betterments.thereto and replacements thereof, appropriate equipment, transportation equipment, spare parts and initial operating supplies, casements, and any other personal, mixed, or real property which would .
properly be chargeable as cost of construction or costs of operation, including all water reserved for the Project, but excluding Fuel.
For purposes of this Bill of Sale, " Fuel" means Project nuclear
!l fuel, irrespective of chemical and/or physical form, and rights related thereto, to the extent such may exist on the date of execution of this I Bill of Sale.
This conveyance is expressly made subject to applicable terms and conditions of the aforesaid Joint Ownership Agreement, as modified and cmended, including but not limited to the following:
The lien for current taxes, assessments, or governmental I
(i) charges or levies not in default.
ll (ii) The claims of materialmen or mechanics, the payment of which is not due or being contested in good faith.
(iii) The waive:: by Purchaser of any right to partition, pur-suant to Section 3.03 of said Joint Ownership Agreement.
(iv) The condition that this Bill of Sale shall not be construed as conveying any rights, privileges, or ownership beyond that contemplated in the Agreement.
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Seller binds itself to WARRANT AND DEFEND said Project and Fuel I unto the said Purchaser, its successors and assigns, from and against the lawful claims of whomsoever claims or shall claim the same, or any part thereof, hy, through, or under Seller, but not otherwise, subject, )
however, as aforesaid. .
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IN WITNESS WHEREOF, this Bill of Sale is executed on the day of , 198 .
I TEXAS POWER & LIGHT COMPANY, SELLER By I THE STATE OF TEXAS S S
COUNTY OF DALLAS S BEFORE ME, the undersigned authority, on this day personally I appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said TEXAS POWER &
LIGHT COMPANY, a corporation, and that he executed the same as the act l of such corporation for the purposes and consideration therein ex-pressed, and in the capacity therein stated.
4 GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 198 .
I Notary Public, Dallas County, Texas My commission expires:
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INTERIM AGREEMENT
.I This INTERIM AGREEMENT made as of the 9th -da of ,
December , 1980, between Texas Power & Lig t Company (TP&L) and Tex-La Electric Cooperative of Texas, Inc. (Tex-La) ,
witnesseth:
- 1. Concurrently herewith the Parties are entering into
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an Amendment of Joint Ownership Agreement (Agreement) and Transmission Agreement relating to the sale by I TP&L and purchase by Tex-La of an undivided 4-1/3%
interest in the Comanche Peak Steam Electric Station (The Project) located in Hood and Somervell Counties, I Texas, associated transmission facilities and in the Fuel acquired for the Project.
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- 2. In connection therewith, the Parties have entered into or contemplate entering into a Distribution Service Agreement, an Entitlement Assignment Contract and a-
- g Power Supply Agreement.
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- 3. Tex-La has applied to the Rural Electrita ation Adminis-tration (REA) for guarantees of loans from the Federal Financing Bank in connection with the permanent finan-cing of its share of the Project. Tex-La agrees to pursue such application diligently and to use its best I efforts to obtain such permanent financing by the date specified in paragraph 5 below. Tex-La hereby agrees to close promptly upon obtaining such permanent financing.
- 4. Pending final a proval by the REA of its loan applica-tion, Tex-La wi 1 make the payments due under the Agreement from funds it has available through interim
, ll financing obtained from NATIONAL RURAL UTILITIES COOPER-ATIVE FINANCE CORPORATION (CFC) .
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- 5. In the event Tex-La is unable, prior to the Maturity Date (as that term is defined in the Promissory Note in the principal amount of $134.737.000.00, made by Tex-La payable to the order of CFC, whi~ch Date shall i not be later than April 1,1982) , to secure funds, pursuant to a long-term loan guaranteed by the REA, in an amount sufficient to pay all of Tex-La's share of I the estimated Costs of Construction and Costs of Fuel (as defined in the Agreement) and all other costs required to be paid pursuant to the Agreement, TP&L I shall purchase from Tex-La on or before such Maturity Date the undivided ownership interest of Tex-La. If such REA action has not been obtained at least ninety days prior to such Maturity Date, Tex-La shall so I notify TP&L in writing.
I .
s Exhibit M
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- I W The purchase price to be paid by TP&L to Tex-La to purchase its ownership interest shall be an amount equal to. all of the payments paid by Tex-La
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- 5 pursuant to the Agreement plus all interest, and ,
charges related thereto, paid by Tex-La to CFC in
.a connection with CFC's financing of Tex-La's parti--
.g cipation and ownership in the Project and Fuel (net of any earnings by Tex-La from its investment of funds borrowed by it prior to use thereof in payment g of its obligations under the Agreement) .
Upon payment of such purchase price, Tex-La shall
,3 convey or cause to be :onveyed to TP'.xL all of its 3 right, title and inte est, free of liens and encum-brances, and claims or interest of :hird parties, in
- a the Project, associated transmissicn facilities and Fuel, and the Agreement, the Transmission Agreement, i
5 the Distribution Service Agreement, the Entitlement Assignment Contract and the Power Supply Agreement shall have~no further force or effect.
- 6. TP&L and Tex-La hereby agree that.this Interim
I TEXAS POWER & LIGHT COMPANY By Q_/
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TEX-LA ELECTRI COOPERATIVE OF TEXAS, INC.
By _
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cm. w stisezu.A.szous Art. '1528b . l 1
holdin't shall not be construed to afect the validity of any of the re-maining provisions of this act. It is hereby declared as the legislative l Intent.that this act would have been adopted had such unconstitution-4 al provision not been included therein.
., corporate utstane.
ll
. See.27. The corporate existence of any corporation authorized hereunder shall not extend beyond twenty Sve years from the date of incorporation, and promptly upon such ter nination the corporation shall be !!quidated ar.d its assets distributed as provided herein, un-less the Incorporation Board, by approval of the State Board oi Hous- {
ing, should grant an extension for an additional period of time. Acts l 1 1933, 43rd Leg., p. 751, ch. 223.
- . t.arner c.r.na. : e.rs.rui . cai, tem. tse n . : x. asth can es see. 22: xe -
nsess. car,.rus casa u : seu c=u. m C.J.s. career.o.a. si is n '
4f. 217, 4583 C.J.s. Mes2th 114 .t .e 22 et s 3 C.J.3. Municipa: Corp.ratt.no j 1s43 CJ.a. Stat e it 12. sa, sa. f .]
Ceess A r. sees Eoasing autherttles law, see art. 20f10k.
Urtaan renews!!aw see art.1sc32-3. ,
i Art. 1528b. E:eetric cooperutive corporation Act; shor: titia l
]W S1, ort title
- Section 1. This Act may be cited as the "Electri
- Cooperative Corporation Act." -
Definitions Sec. 2. In this Act, un! css the context othenvise re' quires:
I (1) " Corporation" means' a corporation organi: d pursuant to the provisions of this Act; .
(2) " Beard" means a board of directors of a corpor: tion organ-I 1:ed under *.c Act; -
(3) " Member" means the incorporators of a corpcration and each person thereafter lawfully admitted to membership therein; i I (4) " Federal agency" includes the United States of Ameries and . I any department, administration, commission, board, bureau, osce, establishment, agency, atithority, or instrumentality of the United I States of America heretofore or hereafter created; '
(5) " Person" includes any natural person, arm, association, cor-g poration, business trust, partnership, Federal agency, State or po-3 litical subdivision therect or any body politic;
-(6) " Acquire" means and includes construct, acquire by pur.
I chase, lease, devise, gift, or other mode of acquisition; (7) "Ob!!gations" include bonds, notes, debentures, interim cer-titicates or receipts, and all other evidences of indebtedness issued by
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a corporation; i
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P00R ORIGINAL '
EXHIBIT D
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- Art. 152Sb conronxrtoss Tn. n 4 (S) " Rural area" means say ares riot Included within the bound; aries of any incorporated or uni 6corporated city, town, village, or borough, having a population in execss of afteen hundred (1,500) in-
' habitants, and includes both the farm and non. farm population there-1 of. '
rurro Sec.3. Co-operative, non pront, membership corporations here-~
tofore or hereafter organized under this Act'are authorized to engage
' in rural electrification by any one or more of the following methods:
(1) The furnishing of electric energy to any person, for delivery l to any dwe!!!ng, structure, apparatus or point of delivery which is located in a rural area, and which is not receiving central station serv.
ice, notwithstanding the, fact that such person may be receiving cen-tral station service at other points of delivery in a rural or nonrural area.
(2) If any arez in,which such corporation is furnishing efectric service to its members is annexed by an incorporated city or, town (whether rural or nonrural as denned in this Act) in which central station service is supplied by such city or tmyn or by a public utility corporation, the co-operative corporation"is authori:ed to continue to I furnish electric energy to any dwelling, structure, apparatus or point of delivery to which the co-operative corporation was delivedng elec.
- E. tric energy on the date of such annexation and if any person desires
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electric service in such annexed area for any dwelling, structure, ap.
paratus or point of delivery which was not being served by the co' operative corporation on the date the ares became annexad and to I which central station service is not available from the city or town or s' pub!Ic utility corporation, the co operative corporation may thern-after furnish electric energy to such dwelling, structure, apparatus I or point of delivery. .
(3) The furnish'ing of electric energy to persons desiring such
,g service in any incorporated or unincorporated city or town (rural or g nonrurnl) served by'such corporation, and in which no central station service was availabic at the time such corporation boian furnishing
'electrie energy to the citizens thereof.
I (4) The furnishing of ciectric energy to pet.uns in rura!*rseas who are not receiving central statien service.
,3 (5) The words' " central station service" as used in this Act refer.
E to electric service provided by a municipally owned electric system er by a public utility corporation, as described in Article 1435, Vernon's Revised Statutes of Texas.
I (6) Assisting in the wiring of the premises of persons in rural areas or the acquisition, supply or installation c,f electrical or plumb- -
g ing equipment- .
'3 (7) The furnishing of electric energy, wiring facilities, electri-
, est orplumbing equipment or service to any other corporation organ-
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I . P00R ORIGINAL
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- o. Is ' . msczl.uxtous Art.1528b m- .
imod under this Act or to the members thereof. As amended Acts 1937, 55th Leg., p. 692, ch. 230, i 1. -
Powers of corporation '
Sec. 4. .Each corporation shall have power: l (1) To sua and be sued, complain and defend, in its corporata l
'name; *
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I (2) To have perpetual succession unless a IImited period of du. l ration is stated in its articles of incorporation; - l (3) To adopt a corporate seal which may be altered at pleasure, .
l and to use it, or a facsimile thereof, as required by law; (4) To generste, manufacture, purchase, acquire, and accumu.
late electtic energy and to transmit, distribute, seII, furnish, and dis-pose of such electric energy to its members only, and to construct,
)
erect, purchase, lease as lessee and in any =anner acquire, own, hold, ;
maintain, operate, sell, dispose of, lease as lessor, exchange, and mort.
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gage plants, buildings, works, machinery, supplies, equipment, appars-tus, and transmission and distribution !!nes or systems neceasdry, con.
venient, or useful;" -
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(5) To assist its members only to wire their premises and install
' therein electrical and plumbing dxtures, machinery, supplies, appara-tus, and equipment of any and a!I kinds and character, and in connec-tion therewith and for such purposes, to purchase, acquire, Icsse, sell, distribute, instail, and repair electrical and plumbing dxtures, ma.
chinery, supplies, apparatus, and equipment of any and all kinds and I character and to receive, acq'uire, endorse, pledge, hypothecate, and dispcsa of notes, bonds, and other evidences of indebtedness; i
(6) To furnish to other corporations organized under this Act, or to the members thereof, electric energy, wiring facilitics, electrical and plcmbing equipment, and services codvenient or usefui;
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! (7) To acquire, own, hold, use, exercise, and, to the extent per.
mit'ed by law, to sell, mortgage, pledge, hypothecate, and in any man-ner dispose of franchises, rights, privileges, licenses, righ2 of way, and easements necessary, useful, or appropriate; ..
(8) To purchase, receive, lease as lessee, or in any other manner acquire, own, hold, maintain, sell, exchange, and use any and all real and personal property or any interest therein; I (9) To borrow mon 6y and otherwise contract indebtedness, to is-sue-its obligations therefor, and to secure the payment thereof by mortgage, pledge, or deed of trust of all or any of its property, as.
sets, franchises, revenues, or incorne; ,
(10) To sell and convey, mortgage, pledge, Icsse as lessor, and -
Otherwise dispose of all or any part of its property and assets; 4
(11) To have and cxercise the power of eminent domain for the purpose and in the manner provided by the condemnation laws of this ans I.
P00R BRIGINM .
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7 Art. 152Sb conroaxnoxs Tit. n.
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State for acquiring private property for publfc use, such right to be paramount except as to property of the State, or of any pol,itical sub ,
division thereof; (12) To accept, gifts or grants of m9ney, services, or property, fez! or personal; * - - - - - -
.g (13) To mike'sny and sIl contracts necessiry or convenient for
'g the exercise ci the powers granted in this Act; * *
(14) To fix, regulate, and co!!ect rates, fees, rents, or other charg.
3 es for electric energy and any other facilities, supplies, equipment, or'
- 5 . services furnished by the corporation; .
(15) To conduct its business, and have offices within or with-out this State; . .
(16) To e!act or appoint caicers,' agents, and employees of tha corporation, and to denne their duties and fix their compensation;
. (17) To make and alter by. laws, not inconsistent with the ar-
' ticles of incorporation or with the laws of this State for the admin **
istration and regulation'of the ifairs of the corporaticn; '
! (18) To do and perform, either for itself or its members, or for any other corporation organi:ed under this Act, or for the members thereof, an'yand all acts and things, and to have and exercise any and all powers as may Be necessary, convenient, or appropriate to effectu-ate the purpese for which the corporation is organized. -
Incorporntors ,
5 Sec.5. Any three or more natural persons of the age of twenty-one (21)'ycars or more, residents of.this State, may act as incorporn-I ' tors of a' corporation to be organised under this Act by 4xecuting ar-ticles of incorporation as hereinafter provided in this Act.
2 Artic.!cs of !ncorporation Set. 6. (a) Th,e articles of incorporatien shall state:
(1) The name of the corporation, which name shall include the words "Dectric Cooperative" and the word " Corporation," "Incer.
- I ' porated," "Inc.," " Association," or " Company" and the name shal! ;
be such as to distinguish it from any other corporation organized and existing under the laws of this State; l
, (2) Tlv- purpose for which the corporation is formed; '
(3) The names and addresses of the incorporators who shall serve s', directors and manage the aKairs of the carperation until its
-I first unual meeting of members, or untf1_their successors are elected and qua!!fyr *
- 3 (4) The number of directors, not less than three (3), to be elect.
5 ed.at the annual meetings of inembers; (5) The address of its principal office and the name and address l
-; of its agent upon whom process may be served; - .;
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Art. 1434a. conroarno.xs Tii. h -
ny a - ed be v te4 siaio , e ,fa ,,e.t saua: a.:n ear - ea . weh e.eh a Ga4 ety had asedled for smere water than corporation can eseresse are these eenterred .
was avaAsh6e er fast that consituetten el* by provis& ens et met mastheria.Ing its crea.
esnaAler dam had been started. Cay of ues and therefore a correastaan fermed Ic.a Antesite v.
Deard et Water Zag 1meers under,
this artide far purpose et sucolying
- es Te& (Cr App.3s44) 334 s.W.2d 328. irater ese a non.predt hamle would not
.ryM et den ena m ola M w 4er be authertaed to sansed its ahorter to la.
powetalene of taste eruele le la Oe nature etude within 144 purpene stesse of ,futaseb.
E .a a us.,. hue eerser.oe. uih me ,eser 8"""***"*"*****d*- **-
- 5 et . d.e t de.s.a. =.: . ,e,.t. a. a ^ r **a 2* * * ** *-* '2'-
l 4. GAS AND LIGHT Art. 1435. Powers
' Gas, electric current and ;cwer corporaticns shall have power to
. gederate, make and manufacture, transport and se!! gss, electric cur.
I rent and power ts individuals, the p'u blic and municipalities for light, heat, power and other purposes, and to make reasonable charges there.
for; to construct, maintain and operate power plants and substations 1g and such machinery,'spparatus, pipes, poles, wires, devices and ar; 5 ranrements as may be necessaiy to operate such lines at and betwees d!Eehnt peints in this State; to own, hold and use such lands, right
- of way, easements, franchises, buffdings and structures as may be
,I necassary for the purpcse of such corporation. Acts 191f, p. 223.
cr. u m fe ,s.o.e Disruption of as or electric scrrics by hicketing or damagfag property, see ar*.
t
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1644a. .
Cas nu!!Ues, see art. Ccs0 et seq. *
- Pretenting competicon, see article 7C3a.
- I Pub!!c gas utf!!'y discriminat!on, ses \*ctnen's Ana.I*.C. art. IC30. -
Notas of seefaleas' IO Beads af gas s.Mpaales 4 Dallas Power & L!gitt Ca. (Cf. Ape.3313)
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- ca. tot het.es. ,a. es ,en.
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neunity Natural Caa Ca. v. Nerthern Tasas frusalow a Utstitles Ca. (Cv Ape.33*3) 33 s.w.3d !!(,
toinvies trens use el preewety 7 ^'# "I****'* *
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Rates 3
- This artiale, arttefoe If 3K. } 438 and artfele M 'e*'ts 9 *.
l Use of streets and reade 11 3383 send. 14 (repeaJed). providtag that privat e eerreradene tnay be formed to g eussar gn.s and electrie power te the publie a.4 respecting powere si raa and ilsht
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! 1.!brary referw eee earporattens sad the riCht et suah corpora.
tiene to condemn tamda and majaing it un.
Z3estriefly CD4. ! awful for ruch torperstleas is disertminate Cas est.
- arainst any person la serviene rendered 1 C f.s. Coetricity 111 et set under sim68ar circun.stancas shewld be een.
i C.J s. Caa I 8 et *** strued together, and, whest se een. ,
Form wtus praeuse esenmentaries, see stsved, ameent te a lertsasuve desteretten stayton Tesaa Forme.1 2:84.
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that the bussness af e is%t and power som. .
1.- Coastrwetlea and aspitsatlee
- pany Is to be regardew a.s & ** business af.
,7 fested with e. puttle laterest.** la conse ,
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., Ch.10 PUBUC Ununts v .. . . . . .
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- s. co-siresiie . d sosie ue- -
Sea C af(1. 23. It la beesese et the pubile latent la re.
- CJ.S. Cas ! I et ses esiving ututty servlee that the right ed statsty evenpamies to ese the streets and
- 1 ' - *
- reeds is tweegassed. State v. Ctr et Dal.
laa (cf. App.1358) 219 s.W.24 7s7, aJ:rined 154 T. 348, 321 3.W.34137. .
Art. 1437.
i '
rinnnces -
Such corporation shall have the right to borrow money, to issue
. stock and preferred stock, to mortgage its franchises and property to secure the payment of a'ny debt contracttd for any of the purposes of such corporation, and shall possess all the rights and powers of cor- *
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' ,'perations for profit "*
- plicable. Id. . .
in this State, whenever the same may be ap.
Ubrary refersaeses Eectr6 city Cza. (1 Ca4 Cni. 48 CJ.S. Dettrisity 11 te, is et ses:
'CJ.3. osa il f. I et aos . - *.
l . .
. Art. 1438. .orscriminauon
.'- It shall be unlawful for any such corporation to discriminate against any person, corporation, f m, assodation or place, in the charge for such gas, electric current or power, or in the service r'n- e
{, dered under similar an,d like circumstances. Id. ,
C-.. n a.een. .
lg Ctr rt;ulat!an of pub!!c uth11tfes, see art.3223 et seg.
jg E!=e-fmletics of publ!c utiller in suppJr of natural cuz, see art. GC57.
Natas of Deelsleads j Additlanal essenses and rests S therises court to prevent and abellah, fee a.
Casalfloattaa of sensumers s -
pubile utility, having its !!ght and power Cemetreetten and a ppalession 1 Centraste for serv 4aa #
- plant in D. and therefront funtahtag *ebe.
Caste,ners slaittarty situated 3 tricity to both D. and M., to charge tsamn Osamates te higher rates to c30aans et N. than to these et D., though cendluens la resp,et to dis.
- Oleeentinusaee of servlee 8 tanee from power plant, number et feeders Ordsmansa regula tJag rates 7 est 31nes, and costa et supperinga corrent.
i Oversharges 3, a la gevieral &
- are stenaar. Dallas Power .fi 1.tcht Ca. v.
I Reeevery of 9 Carrington (Cv.A pp.la22) 248 3.W.1848 errer dismissed.
f 12 .
This artfete, articlee 1438, 1438, and arti.
Resevery et eeerchargee .
de 12o2. subd.14 (repealed). were regelrvd Review 13 . ta ne construed together and, when se construed, &meunced to a lacialative deda+
ratios that the 1,usiness of a Ilght and pow.
1.!brary esferentas er remitaay was t.s be regarded as a "best.
neas affected with a pubile laterest.
- la Destridty C:all.J(1. !).
.~ 3 Cas Catt.1123.
esmeequanes of whidt the sempaar was delegated the power of entleent desnada.
C f.3. Doctridty (3 !!. 31, 37. Aseets sugar 11111s Ca. v. Newsten Ught. ,
CJ.3. Caa i St. tat 26 rewar Ca. (cf. App.1341) 112 S.W.
24 422. error ritused. . * '
- 1. Constrwelieve sad aeoslaatlee
- rhts article does met provide for as as. *
,. It is a Uen eve a " penalty *, which is am aetleg
. - .disertminatu pr .. -an .arbitrary dit..
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Art' 1435a rlife 32 coneon. moss . .'
mailed that bm. and Lae conserative was perme4 el adhaatment tius. Rusat County not justift.4 la terminattne power for fast. Eles. Ca.es., ine, v.,Fianagan (C1v.Aes.
I ere to par seen bitt nr the :3th la absence ec aar acre...ns -sin re...ee t. tim. f4, 13783138 s.W.2d 418 ref. n. c. e.
htt.1435a. Cooperation by entities in electric facilities construe:fon,
/
financing', etc.
. Purpose of Act Section L The purgese of this.Act is to clarity and make def! nite and I secure the right and authority of entides, either pub!Ic, or private, which att enraged in the generation,' transmission, or distribution of electric energy, to Join togtther as cotenants or co owners in the pisaning, financ-int, acquisition, construction, ownership, operation, and maintenance of I electric generating units and plants, electric . transmission lines, and other electric facilities to the end that each public entity or private entity will owe all of the~ duties and will have and be securs in all of the ri'ghts, pow.
I ers, and liabilities a.nd shall be entitled to s!! of the ;rivileges and ex.
emptions attribuuble to its undivided Interest as provided by law with re.
spec:*to an ent.re interest in electric facilities planned, financed, ac quired, c'en'struckd, owned, operated, and maintained by it alone, as one I means of achieviar eennemies of scale in providinr electric enerry to the public a'ad promoting the' economic development of the state and its nat.
ural resources and to meet the future power net'.s of the state and its inhabitants. The provi:fons of this Act shs!! be construed Ld effectuate I said purposes, but sha!! not be construed to othera-ise enlarge, changs, or modify in any way the rights, ;owers, or authorities of any entity under exist!st law with reference to the generation,' transmission, distribution, or asle of*e'eetric power and enerzy. Nothing in this Act shall be con-strtied to alter, ch:nge, abrogate, or otherwise affect existing contracts in forca at the time this Act takes effect.
Dettnitions - -
I Sec. 2. .As used in this Act: ,
(1) " Entity'* means any public or private corporation, disociation,.or other !egal entity, including cities and towns of every class,~ electri,c co-I operative; corporations, and conservation, and reciamation districts, an-thorized to and entsred in the genersuon, transmissfon, or distribution'bf electric energy for sals to the public. .
(2) "Public entity" means 'any' entity which is an agency or subdi-I vis(on af this . state.
(3) " Private entity" means'any entity not a public entity. .
(4) " Electric .facilitics" means any facilities *necessary or incide'ata' to the generation of electric power and energy or the transmissica there-
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of, including electric generatint units, electric generatint pl2nts,' electric
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transmission lines, plant ailes, rights of way, and resi and personal prop-erty and equipment and rights of every kind in connection therewith.
I Sec. 3.
sigreemenEs br. entitles Any two or more entities shall have authority to enter into agreements for the planning. finsacinr. acquisition, construction, owner-I ship, oper'stion, and maintenance of jointly owned and opeiated electric fa.
ci!! ties and in connection therewith to construct, acquire,'oWn,' op'erate, and maintain electric facilities, and each pubtle entILy or pHvate'intity -
sha!! owe all of the duties and shall have and be entitled to all of the I rights, powers, and lisbilitics and shall be entitled to all of thiprivileges and exemptions attributable to it.: undivided laterest which it would have with respect to an eatire interest in electric facilities planned, financed, acqu? red, constructed, owned, operated, and maintsiaed by it alone.
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Art.1435a coneonanons m ue :: .
RIshes and po. ors et participaung enudes ,
Sec. 4. Without Irmiting the nneral sempe and application of Sec.
tion 3 of this Acts (1) Es.ch participating entity shall have the right and pswer to use its means and assets in planning, acquiring. construcung, owning, operaung.
and maintaining its undivided laterest and share in electric facilities, and I ,
to issue hands and other securities to raise funds for those purposes in the same way and to the same extent and subject *to all of the conditions which would apply'if the undivided interest of the entity were an entire I
Intartst in electric fteflitias.
(2) Each participatin's pub!!c entity and uch participating private
. entity shall have the ri ht and power to acquire, for the us'a and benefit of 111 partici;*ating entiLies, bz purchase or through the exercise of the I
- power of eminent demain lands,' easements," and propeities for the purpose of' Jointly owned elsetric facilities, and shall have the power to transfer or convey such lands, easements, and properties, or interesu therein; or oth-I erwise to csuse such lands, ensements, and properties', er interests therein, to become vested in ciher participating entities to the extent add in the manner agreed between the participating entities. In z!! cises in which a participating entity exercises the right and power.cf eminent domain con-I ferred.hereby, it shall be emntrolled by the law' governing the' condemna-
. Lion of property by incorporated cides and towns in this state, and the right and power of eminent demain hereby conferred ~shall include'th,e right and power to take the fee titte in land so cor.denined, except that no participating entity has the right or power to take,by the exercise of the power of eminent domain any electric facilities,'or interest therein, be-longing to any other entity, er the power to take land or any interest'there-in, by exercise of the power el eminent domain, for the ptrr;ose of dri!!ing I for, mining, orpr'oducing from said land, any oil, gas, grothermal, geothsr-mal / geopressured, lignite, coal. sulphur,. uranium, plutonium, or other minerals belonging to another, whether the same he Iri place,,or in the.
I process of being mined and produced, or mined or produced. Provided, however, this prevfsion shall.not impair the right o't any'such endly to ac-quire full title ta rez! ' property for plant sites,includinr cooll'or reservoirs and related surlaceinstallations and equipm,ent. _
,I ,(3) Each participsting privste entity sha!! render for ad valorem tax; ation its undividesf fractions! interest in the.fointly owned electric fa-ci!Itfes, and all ad valorem tax =s and similar taxes shsil be levied and as- .'
( sessed,sep'arataly agsinst the undivided interest of each participating
- g privata entity. AIT taxes or assessments (including but not !fmited to.ex-cise taxes and ms oa the sale, lesse, or use of. propertjes or services).
' attributable to any property or service bought, sold, leased, or used in con-I ,
niction with the construction, maintenance, repair, or operstion of the jointly owned electric facilities shall be Irvied, imposed, and collected as If the property or ser rice had beca bougnt, sold, ressed, or used separately ,
to or by each participating entity in proportion to the entity's respective I
g uridivided Interest i:r the Jointly ostned electric faci!! ties. No participat.
. fag entity shall be Tiable for ad valorem taxes attributab!c to another parf '.
1, ifcipa, tint entity's interest in the Joint electric facilities or for any other tame.s attributable to any properry or service which is owned oris bought, I sold,, leased, or'used by ar:y other participating entity is connection with the constructi.on, rssintenance, repair,.er operation of the jointly owned electric-facilitiess.E.ach participating entity shs!! be entitled to the same
' constitutional and statutory exe=ption from ad valorem tsmes and all ,
@W- ,
other taaes.(includirrr but not limited to excise, sales ,and use taxes) at- ..
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gy q T!tle 32 CORPORATIONS . Art 1435a' I tributable to the partiefpating entity's Ihterest Id the' ownership of the-folndy owned electric facilities and the ' purchase,'aali, lease, or use of; properties or services in donr.ection with the construction, maintenance, repair,* or operst!'oni of the Jointly owned elictric faci!! ties to the extent I that the entity would have been exempt fr6m the tax if its chdivided in<
terest were an entire interest in electric facilities and'In propertyland services uded or' acquired in. connection theresith. " Each exempt entity' shall be' entitled to exempti6n certificatas and other' certifiestas and:
I statements as provided by law to evidence or make effective the exemp l tion.
(4) Each particIp' ating entity shall have the right and pou.ar 'ta en-t ter into contracts for specialized insurance appertaining to prosferty and I riaks in* connect!an with and incident to the ownership, operation, and maintenance of electric facilities, in addition to the usual forms of avail-abl.e insurance. Each participating entity shall be authorized to en'ter I into centracts for insurance for the use and benefit of each of.the' other.
participating, entities as thohrh the' insurance were for its sole, benefit and to cause,,the, rights.of the other participating entities to be protacted under the contracts,'a'ccordin't to their respective undivided interesta or I entitte~menta under, applicabi'e stratinents ,between the participatinr' e'n-titirs:,
'Joine powers atency Sec. 4a. (a) In order to more remo:17 accomplish the purposes of'this I Act, two or more public ehtities by c'oncurrent ordinances ciar create a .
Joint powers agency to be known as a munic! pal power agency, Yith66t.
taxing power, as a separ te municipal corporation, a ,solitical subdivision !
of the state, and body politic and corporate, to have and exercise all of the' powers which are by Chapter 10 of Title 23, Revised . Civil Statubs of.
Texas,1925, as ,* mended,1 and this Act, conferred upon a pub!!c entity or, I entitles, provided that such agency shall not be authori:ad to engare lit any utility bustaess other than reseration, transmission, and sale or ex-change of electrid energy to the participating public entities and to privata entities who are Joint owners with the agency of an electric fenerating I
facility located within the stata. A pubile' entity, at the time'of the pasaare of"such concurrent ordinance; must be one which has th's authority to ! .
and is enraged in the'reheration.of electric enerry for sale to the public upon the effective dale of this Act, buL 'such entity 'may thereafter dis. I I
pose of its'elictric'renerating' dapabilities. Prior to the passage of a con I curientTordinance' to create a joint powers agency, the governing body'
- of'ench public %ntity shall cause'notici of its intention to adopt such or.
I '
dfaznce to be published once' a' week for two consecutive wgeks, the date of the first publication to be at least 14 days' prior to the date set for the paaaare of the' concurr'ent ordinance. The notice shall state the data, time, and place such goverriing body proposes to pass such ordinance, and i I that upon the effective date of the' concurrent ordinances, the public en. '
titles so adopting them shall have crested a public powers iirency. If, prior to the day set for the ;iassage of a concurrent ordinance,10 percent of the qualifed electors of the particular public entity shall present a .
'I petition to such governing body requesting a referendum election be ~eall- :
ed, then such ordinance shall not become effective until the qualified
' electors of such* entity have' approved such ordinance. The election sha!!
be called and held in ' conformity with the Texas Elcetion Code, thai pro.
, I visions of Chspter 1 of Title 22 Revised Civil Statutes of Texas,1925, as amended,e and this Act. Except as herein provided, a concurrent or-dinance shall not be subject to a referendum election. .
l g- (b) Pub!!c entities which est.sblish a Joint powers 9tency may, by
, concurrent ordinances, provide for the re-creation of such agency by the
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Title 32 CORPORATIONS Art.1446c (c)Anydiscontinu'ance, reduction, or impairment of service, whether
'I arith or'without approval df,the commission, shall be in conformity with and subject to such conditions, ristrictions, and Ilmitations 'as the com.
mission sha!! prescribe.
Sale, assignment oc fasse of certincata I Sec. 59. If t,he commission determines that a purcasser, assignee, or.
lessee is capable of rendering adertuate service, a pub,lic utility may I
self, assign, og lease a certificate of public convenience and accessity '
or any rights obtained under the certificate. The saie, assignment, or I lease sha!! be on the conditions prescribed'by' the commission.
Interferenes wim other public utitity I Sec. 60. If a public utility in constructint or extending its !!nes, plant, or systeni interferes or attempts to interfere with the operation, of a linej plant, or system ,of any other public utility, the commission may* fasue an order prohibitint the construction or extension or pre- ,
'I scribing terms and conditions for'. locating the IInes, plants, or systems affected.
Insprovements in, service; int'erconnecting servfeet extended aren tolf. free telechane service I Sec' 61' ifter nouce,and hearing, tae comrmssion may:
(1) order a* pub!Ic' utility to provide specified improvements in Jts
, service in a defined area, if service 'In such area is insde'quata or is substantially* Inferior to ser'vice in a comparable area and it is rea.
I "
sonable to require the company to provide such imprt.ved service:
(2) order two or more public util! Lies to establish specified facilities for the interconnecting service; and '
.(3). order a telephone company or telephone companies to provida extended area toll. free service'within a specified metropolitan area where there is a sufficient community of interest within the arsa and such service can reasonably be provided.
Il RJvocation or: amendment of certif!cate
'5
- Sec. 62. (a) The' commission at 'any (fine'atter notice and. hearing may revoke or amend any certificate of convenience and necessity if it
! finds that the certificate holdei bas never provided or is no'l.onger ~
providini'servie's in'the'sres/ or p' art of the ares, covered by the.cer.
l ti!!cste. . ..
ig (b) TVhen the certificate of any pub!!c utility is revoked or amenda'd, g the commissiori'may require 'one or more 'public, utilities to provide serv.
ice in the area in question.
a ARTICLE VIIL . SALE OF P' ROPERTY AN. D 3IERGE. RS Repoca of sste, merger, etc.; lavestig stfon:
' disallowance of transactJon Sec. ,63.' No 'public utility may sell, acquire, lesse, or ren't any plant as an operating unit er system in this state for a tots! considera.
tion in excess of $100,000 or merge or consolidate with another public utility ~dpi'r sting in' this' nate unless the public utility reports such 4
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.. transset!o.i to"the ~ commission or' railroad commission within' a rea.
,sonable ~ tim'e.* On the filing 'of s' report with the commission or railroad co'mrhissiori,7the commission 'or ' railroad commission shall ' investigate .
the sanic with or without public hesring. to determine whether the action la consistent with the'public interest. In reaching its determination, thei
, cdmmission' or ' railroad commission shs!! tske into 'considerstion the ressonable i:ilue of the* property, facilities! or secuiities to be acquired ;
disposed of. merged' or consolidsted. If the 'comm' ission or railroad '
- a. .. commission fiads that such transa'ctionsare'not in the' public interest. :
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Art.1446c consonATIoss True s2 l
h the commission or railroad commission shall take'the effect' of the EI -
transactica into consideration ih' the rate.msking proceedings and dis.
allow the effect of such transsedon if it will unreasonably affect rates or service. The provisions of this section shall not,be construed as I being app!Teable to the purchase of units of property for replacement or to the addition to the' faiilities of the oublic uulity by, construction.
s'nechase of voting stock la anotner ,
phile utility report.
I See,. 84. No pubtle utility may purchase voting stock in another
)
,public utility doing business in Tesas, unless the utility reports such )
' purchase to the commission or railroad commission.
. Teans to stockholders , report Sec. 65. No public isti!Ily may loan money, stocks, bonds, notes, or other evidences of indebtedness to any corporation or person owning
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or holding directly or indirectly any stock of the public utility unless the public utility' reports the transaction to the ' commission or railro'ad 4
g commission within a reasonable time.
g CAe reserve richts: approval of sale, conveyance, etc.
Sec. 6.8. , No gas aunty may sell, convey, bank, or :.asign rights to gas reserves to*a.6tility o'r/where not in conf!'et with feletal law, to an Interstati siipeline without" prior approyal.of the rsilroad commission'
' ARTICLE IX. ' RELATIONS WITH AFFILIATED INTERESTS
' Titrisdictiers over aff!UAted interesta 1 See' 67. The commission or railroad commission shall have furisdie-tion over ' affiliated interests having transactions with public utilities under the jurisdiction of the commission or , railroad commission'to the extent of access to all accounts and records of such affiliated fiiter.
'ests relating to such transactions, including but in no way !!mited to a
" ccounts and records of faint or general expenses, any portion of which may be applicable to such transactions.
LLsclosure of sulastantialInterestIn voeng securtiles Sec' 63. The ' commission or railroad commission' may require.the
' disclosure of the identity and respective interests of every owner of 3 any substantial interest in the voting pecuri(*es of any public ut!!Ily 3 or its affilirted Interest. One percent or more is a substandal interest i
1 within the meanirig of this section. ,
ARTICLE I. JUDICIAL REVIEW
. Right to judid41 review; evidence Sec. 63. Aity party to a proceeding before the commission is, enti.
, g tied to judicial review under the substantial evidence rule. The l'sua s g of confiscation shall be determined by a preponderance of the evidenci.
Costs and attorners' fees i
I Sec. 70.. Any party representec ey counsel who alleges that existing rates are' excessive'or that those prescribed by the commission are eices-slye;'and"who is 'a prevailing party in proceedings for reviewof ,a ,
commission order or decision, may in the same action recover against.
i I the regulation fund r'easonsble fees for attorneys'and expert witnesses and other costs for its efforts before the commission and th'e court, the amount of such attorneys' fees to be fixed by the court. On a finding by the court that an action.under this article was groundless and brought I in bad faith and for the purpose of harassment, the court may awird to the defendant public utility the ieasonsbie attorneys' fees.
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I DOCKET HO. 35C9 I J0!HT APPLICATIOM OF TEXAS POWER AND LIGHT COMPANY AND TEX-LA ELECTRIC C001'IRATIVE Of 1EXAS, !HC. FOR APPROVAL
{ PUBl.lC UTILITY C0HfilS570N OF TEXAS I
l 0F THE TRAtl5FFR OF A PORTION OF THE
I INTEREST OF TLXAS POWER ANO LIGHT COMPANY
. IN THE CCttANCHE PEAK STEhi ELEC1RIC STATION TO TEX LA ELECTRIC COOPERATIVE OF TEXAS, INC. J ORDER ,
- I Jn public meeting et its offices in Aastin, Texas, the Public Utility Co:ani.*> ion of Texas finds that the above-styled (pplicatior,1, in accordance with cpplicable statutes, was heard by an Examiner who prepared and filed a report containing Findings uf Fac.t and Conclusions of Law, which Examiner's Report is adopted and saade a part hereof. The Ccernission furthe. issues the f ollowinD Order-
- 2. Tex-La Electric Cooperative. of Texas, Inc. is hereby granted l Certificate of Convenience and Recessity Number 30102 as requested for its ownership of an undivided 41/3% joint interest in the Cccanche Peak Steam Electric Station and its associated transmission linos. Said certificate is non-exclusive and is subject to miendment or revocation in whole or in part by the Ctanission.
- 3. The Certificcic of Convenience ano Necessity of Texas Pc*cr and Light Coneany, Humber 30160, shall be cmended to reficct a decrease in its ownership interest in Ctwanche Petk cnd its associated transmission lines fran 35 5/6% to 313:%.
- 4. All motions, applications, and requests for findings of f act and conclusions of law not expressly granted herein are denied for wa.ft of merit.
REH0ERED AT AUST!H, TEXAS, on this the h i k day of 1 . s .,t- , 1981.
PUBLIC UTILITY COMt11SS10N OF TEXAS g SIGNED: 47 P00R ORIGINat --
- i A m ST. - S, C.O . q_,2 ai$ <
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, - O. la MISCZLLANEOUs Art. 1528b ized under this Act or to the members thereof. As amended Acts 2957, 55th Leg., p. 692, ch. 290, i 1.
- Powers of corporados I 'name; Sec. 4. .Each corporation shall have power:
(1) To sua and be sued, complain and defend, in its corporate (2) To have perpetual succession unless a limited period of du.
ration is stated in its articles of inecrporation; -
(3) To adopt a corporate seal which may be altered at pleasure, .
and to use it, or a facsimile thereof, as required by law; 4
(4) To generste, manufacture, purchase, acquire, and accumu.
I Iate elecific energy and to transmit, distribute, sell, furnish, and dis-pose of such electric energy to its members only, and to construct, erect, purchase, lease as lessee and 'n any manner acquire, own, hold,
- a maintain, operate, sell, dispose of, lease ns lessor, exchange, and mort-g -
gage plants, buildings, works, machinery, supplies, equipment, appara-tus, and transmission and distribution lines or systems necessary, con-v.enient, or useful;' . .
(5) To assist its m;mbers enly to wire their premises and install therein electrical and plumbing 6xtures, machinery, supplies, appara-
' tus, and equipment of any and all kinds and character, and in connee-tion therewith and for such purposes, to purchase, acquire, lense, sell, distribute, install, and repair electrical and plumbing 6xtures, ma-
!a '
chiner/, supp!!as, apparatus, and equipment of any and all kinds and E ch^ractar ^nd to r'c=iv' ^c:iuir'
- dor $'. Diadr'. hypothac2ta. 2nd dispose of notes, bonds, and other evidences of indebtedness; iI '
(6) To furnish to other corporations organi:ed under this Act, or to the members thereof, electric energy, wiring facilitics, electrical and picmbing equipment, and services codvenient or useful;-
(7) To acquire, own, hold, use, exercise, and, to the extant per- .
mitted by law, to sell, mortgage, pledge, hypothecate, and in any man-ner dispose o't franchises, rights, privileges, licenses, rights of way, I '
and easements necessary, useful, or appropriate; (8) To purchase, receive, Icase as lessee, or in any other manner acquire, own, hold, =a!ntain, sell, exchange, and use any and all real and personal property or any interest therein;
' (9) To borrow monhy and otherwise contract indebtedness, to is.
sue its obligations therefor, and to secure the payment thereof by
<g mortgsge, pledge, or deed of trust of all or any of its property, as-E setz, franchisas, revenues. or incom*:
(10) To sell and convey, mortg:ge, pledge, lesse as lessor, and
- I otherwise dispose of all or any part of its property and assets;
' (11) To have and exercise the power of eminent domain for the purpose and in the manner provided by the condemnation laws of this
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Art.1528b coneon. moss mt. n
~I State for acquiring private property for public use, such right to be paramount execpt as to property of the State, or of any pol,itical sub .
division thereof; ,
(32) To'iccept' rifts or grants of money, services, or property, real or personal; ; - - -
(13) To ma'ke'any and all contracts necessdry or convenient for l the. exercise of the powers granted in this Act; - *
- (14) To fix, regulate, and colle'et rates, fees, rents, or other charg.
,l es for electric ener:iy and any other facilities, supplies, equipment, or
- services furnished by the corporadon;' .
(15) To conduct its business, and have of5ces within c~ t with-out this State; . . -
(16) To elect or appoint officers, agents, and employees of the corporation, and to define their dutics and fu their compensation;
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- g . (17) To make and alter by-laws, not inconsistent with the ar-ticles of incorporation or with the laws of this State for the admin -
istration and re~gulation of the 5" airs of the corporatic.n; -
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- 3 (18) To do and perform, either for itself or its members, or for any other corporation organized under this Act, or for the members thereof, an'yand all acts and things, and to have and exercise'any and all powers as may be necessary, convenient, or appropriate to efectu-ate the purpose for which the corporation is organized.
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- Incorporniors
! Sec. 5.
Any three or more natural persons of the age of twenty-one (21) years or more, residents of.this Stste, may act as incurpora-tors of a' corporation to be organised under this Act by axecuting ar-ticles of incorporation as hereinafter provided in this Act.
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- Azttdes, ot incorporniloa Se6. 6. (a) Th,e articles of incorporation shall state: '
- (1) The name of the corporation, which name shall include the words " Electric Cooperative" and the word " Corporation," "Incor- I parated," "Inc.," " Association," or " Company" and the name shall be such as to distinguish it from any other corporation organi:ed )
and existing under the laws of this State; *
(2) The purpose for which the corporation is formed; i
(3) The names and addresses of the incorporators who shall iE serve as directors and manage the n!! airs of the conoration until its
~E frst annuni meeting of members, or until their successors are elected and qualify; .
3 (4) The number of directors, not less L!mn three (3), to be elect-
- 5 ed at the annual meetings of members; (5) The a idress of its principal office and the name and address h_
g _ ofits agent.upon whom process may be served; - .;
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Art.1446c cofwortATIOxs True 32 fixed by the rer:latory authority'hy rule, and at shorter intervals on pay mentau tory., of th r'essonible fees fixed by the regulatory' authority. Th'e regula.
I for other,ority da!! declareland. cstablish reasonable. fees to be paid vices on theexamising and . testing such meters.and other measuring de.
within the p. req:est of the consumer. ,1f the test fi. requested to b.: made thority since,the last such test cf the same meter or, I vice, the fee to he'psid by..the consumer 'or uses at the time of his re shall be refunded to the consumer or us vice is found ur. reasonably advantire of ,the cone.umer. incorrect defective or.er.if thedia. meter,or
, I' to the or user. If the consuiner's rei tuest is'made auth'ority since de last such' test of the same me substantial the utility shall' =ake the test withou'"l t charge to'the 'e6nsimer or 'us AR"*CLE VL . PROCEEDINGS BEFORE THE REGULATORY AUTHORITY Power
' to insure
~ consplIances. rata regulaffesa.
' Sec. 37.
. Suh!eet to the provisions of th!s' Act, the'ior6 mission or rail.
road' coir. mission f.s'hereby ' vested with all authorit'y and power of the I State of Texas to insure compliance with the obilradons of pub!!c ud!!-
ties'in'this Act. Tor this purpose the regulatory authority is empowered to fIi.and regulata~ rates of pub!!c utilities, including rulei and regula.
t!'ohi for. deter.hizing thit . classification of "cus'tomers,:An'd.. ser u
I for deteiinining ulatory body. da ippliesbility of rates."No r' lt.
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Just,and reasonable ruses g(. that every rate maSec. 38. . It sh:11.he the duty of the regulatory author any .two or mere ;de, demanded, or received by any public utility, or by I ublic utilitres Jointly, shall be just and reasonable.
Rates shall not be :nreasonably preferential, prejudicial, or discrimina tory, but shall be sufficient, equitable, and consistent in applicadon to each' class of 'e' ens:=ers. For ratemaking purposes, the commission o' railroad 2
public u commissio: may treat two ar more munidipalitics served by a tility'as a sint!= class wherever the commission or railroad com!
mission deems such treatment to be appropriate.
4 3 .;, TI .ing over@ revennes
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In fix!::
o the rates of a pub'll'c utility the regulatory authors.
to invested ' recover espital. it.: operatisg expenses tortther with i re l
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1 Falereturnt burden of proof Sec. 40.
- which Wil yield mors 'than a fair return upon the adjusted I
l invested cepital used sad useful in rendering service to the public. '
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. (b) In any proceeding . involving any proposed change of rates, the ;
b0rden of proo:f to now that the proposed change, if pr s i
udlity, or that the caisling rate,if it is proposed to reduce the iste,1s Just - ,
and reasonable shall te on the 'public udlity.
I Sec.41.
Costponents of adfusted value ofInvested capital and net. Inco rw
. income ' shat! be deter =ined according to the followirirThe rules:
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Title 32 CORPORATIONS Art.1446ci
.U (a) Adjusted value of Invested Capital. dt$ity rates shall be based spon the adfusted value df property used by and useful to the public util.
e ity in providing servica' including where necessary to the financial inter l rity of the utility construction work in progress at costas recorded on the books. of the utility. , The adjusted values of suc .
sonable balance, between oririnal cost less depreciation and curnnt cost I
ass an adfustment for'both present 'are,and condition. ,
, rauthority Upets no shall hav,e.the discretion to determine a reasonable balance thatl
, actual mont less ,than 60%,nor more,than 756eritinal cost, that is, the 1 ! other than, money,,of the property at t!ie time it shall have .
predecessor, less depreciation, and not less than current cost less, an adjustment for both presedt are add condiUon * *The
- rtrulatory a,uthority may consider innation, deUstion, quality of service eint provided, the growth rate of the service area, and the need for the
! ..ui.lic utility to ' attract newc ' apital is datirMning a reasonible balance (b) Separations and Allocadons. Costs of faci!Ities, revenues, e:c.
pcases' the taxes, regulatory and ' reserves a,uthority. shall'he'iepahted or allochied as pr'escrib
!liE (c) Net Income. By " net income" is meant ths i
public utility less all reasonable and necessary expen. total revenues by' of the j the' Evgulatory authority. ses as determined Th's regulatory suthority shall deterihine ex.
- i. - penses add revenues in E manner consistant with the following
~. (1) Transactions with Affiliated' Interests. Paymtst to ' affiliated j
- Intaiests forj:oiq of any services, or any properti, right or,, thing, or
' interest. expense shall not be allowed either as capital cost or as i
ixeifttc the extent that*th's regulatory authorit'y shall und such pa to M' reasonable Any such finding of reasonablen's shall include e
j cincitatimedts :stiing forth the" cost Ld the'iffiliate of eich itird oFelasi
, of Itins in questie' n'and i finding that the price to tha' utility is t
than prices charged by the supplying affiliate to its other affiliates or di ,
visions tichs. for the 'same item or items, or to unaffiliated persons or co (2) Inc,omeJaxes.
j group that,is elitible to f!Ie a, consolidated e income tax r~
. advantageous to' the public uulity to do so, income taxes shall be com.,i j r'eaHsed its fair share of the 'ssvings resulting fro .
lursi*u51ess it is shown' to the satisfaction' of the regulatory auth'o
- th'at it dras reason'able to chcose not to c6nsolidate The amounts; returns.
otince'mi taxes' saved by a consolidateii ricup of which a public ' uti
! a member.by reason of the elimination in the consolidated return of the!
. Is[t,ercompanyiront on pt.rchase's b'y the "public utility from a shallye app!!ed to,riduce t!ie cost of th,iproperty or,*scrvices
- .The,lavestment tax credit, a!! awed ,arainst. federal , tax,es, [o,'the] Income,,ss,pu(
. extent retained by the.uMIIty, shall.be applied as,a reduedon in the. rate I and at such rate aY allowed by the Inteinal Revenu I
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' (3) 1*.xpenses Disallowed. .
! The regulatory authority may promnizate
' reasonable rules and regulations with, respect td the allowance or disallow.
! ance cf certain espenses for ratemaking purposes.
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Azt.N6c CORPORATIONS T!de u lyneemsonah!e oc violat.!re ez!sttag rates; investignitag cost.s at obtAlainC' I .
service frons another source Sec. 42. Whenever the regmatory authority, after ' reasonable notice and hearfar, on its own motion or on esmplaint by any'affected person
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I finds t, hat the saisting rates of any public utility for' any service are un.,
reasonable or in any way in violation 'of any provision of law, the regula.
tory authority shalf determine the jest and reasonable rates, Inc.fuding maximum or minim'um rates,' to be threafte/ ~ observed and in force, and shall fix the same by order to'be served on s.e public utility'; and 'such I rates.shall constituta the legal rates of the public utility dnUI changed sa provided ih this A'et. Whenever a public utility,dbes not itself produce or ,
generate that which it distributes, transmits, or furnishes to the public for compen'sation, bu't' obtains the'same frord another source, the regula- :,
I tory authority shall have 'the power and authority to inhstigate the cost ,
of such* production or reneration in any investigation of,the reasonable-ness of the* rates of such.*public utility. -
. Statacwaf, of Intetit ta <haage ratest maior changes;
, hearing; sis.spenston of, rato scheslules
' determImation of rats level
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- Sec. 43.. (a) No utility may make changes in its* rates except by f!!!nr a statement of' intent with the rerulatory authority having original juris-
. diction at least 35 days prior to the effective date of the p'rdposed change. e The statement of Intent shsil include proposed revisions of tariffs and sche'dules ahd a statement speciffint in detail each proposed change, the I effect the proposed change is expected to have on the revenues of the com-1 p'any, the classes and numbers of atility consumers affected,i d such other informstfori a's may be required by the regulatory autheiity's rules h.
and regulations. A copy of the statement of intent'shall be mailed or de-livered to the ap;iropriate officer of each affected municipality, and notice shall be given by publication fri~ conspicuous form and place of s notice to -
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the pub!!c.of such proposed change'odce in dach week for four'successivg wicks In'inewspape'r having general circulation in esekcoudt'y chntain-Idr territory affected by the propos4d change, and to such other'affected persons as risy be iequired by the regulatory authority's rules and regula-I tions. .
(b) The reguistory authority, for good cause shown, may. except i case of major changes, allow changes'in rate to take effect priorthe
([n the
.end'o!,s'ich 35 day period under such condit. ions as it mz[ prescribe,'*sub-I , ject"th suipehsfon' as provided herein. " All such changes shall b's indi-cated immidistely upon its schedules by such udlity. .**3fafor changes. ,
shall mean aq facrease in rates which would increase the arzregate rever I
i j nues of the applic:nt more than the greater of.$100,000 ormtwo and one-i half percent, but. shall,not include, changes in rates alto,wed to go into effect by the reguistory authority or made by the utility pursuant to an
' order of the regulatory aithority after hearinis held upon notica'to the' public.
(c) Wheneytr. there Is filed with, the Regulatory Authority any sched.
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ulemodifying or resultingin a change in 'any rates then fn force, the Rer-ulatory Authority'shall on,'compihi'nt' by 'an'y"affected p'ers'dn oi may on its own ' motion,'at'any tfine* wit.m.30 days frorn the date when sucih change wouli. :r has~ become effectiv'e,. and,*if it so' orders, without answer or -
other formal pleading b'y the uti.Ity; but on reason ~2hle notice, includiar notica to the governing bodies of all affected munfelpalities and counties. '
enter on a hearing to determine the propriety of such ch:nxe. The Rer:-
latory ' Author'ity shall hold.'auch i hearing in every case in' which the change ~coristitutes 'a mafor chsrige'in rates, provided that an~ informal
, proceeding may satisfy this reg':frernent if no complaint has bced received j m .
E P00R BRIGINAl
.o, t!a 32 CORPORATIONS Art.1446c i before the expiradan of 45 days after notice of the chance shall have been g . i,1.d.
. (d) PendInt the hearint and deciafon, the Regulatory Authori,ty, after i
delivery to the affected uti!!ty of a statement in writing of its reasons therefor,'may suspend'the operation of the schedule for a period,not to ex.
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ceed 120 days beyond the date on which the schedule of rates would other-wise so into effect. If the Regulatory Authority finds that a longer will be required for a fins! determination, the Regulatory Authority, time may 3 ,
further extend the period for an additional 30 days. ,If the Regulatory 9 Authority does n'ot make a final determination concerning any schedule of ratas within a " period of 250 days after the time when the schedule'of ratas would otherwiss go into effect, the s' hedule c shall be
- deemed to have been
!l approved by the Regulatory Authority. This spproval is subject to the W
authority of tha Ragulatory Authority thereafter to conUnue a hearing in
- procreas.. The Regulatory Authority may in its discredan fix temporary ratas for any period of suspension under this section- 'During the sus-
- pension by the Regulatory Authority as above provi*d ed, the rates in force when the suspended schedule was filed shall continue la force unless the Regulatory Authority sha!! establish a temporary 'rzt's. The Re'gulatory 3 Authority shall give pre.farence to the hearing and decision of questfinns
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arising ur.dre this section oveiall other quesdons pending before it and de'efde the.same as speedily as possible. ,
rates (e)wIf the regulatorf authority fails to,mske its final determinatio,n,of l ithin 90 da3s from the data that the proposed change otherwise
- s - would have gone into effect, 'the uti!Ily concerned may put's chaziged rate, not to exceed the proposed rate, into affect upon the f!!!nr with the regulatory authority of a bond payable to the regulatory authority in an amount and with suretles approved by the regulatory authority condi-tiened upon refund and in a for:i .pproved by the regulatory authority.
The utility concerned shall refund or credit against future bills all sums
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co!!ected during the period of suspension in excess c( the rate finally or.
,E dar'd 5t== int ====t latory authority. =t th= currene rrta == II==lir~det r=i=ed 67the rer=-
- E t .(f). If, after hearing, the Regulatory Authority finds the rates to be un,-
- B reasonable or in any way'in violation of any provision,of, law, the,Regula. -
tory Authority shall determine th'e level of rates to be charre,d.or applied 3
by the ui.IIIty for the service fri que'stion 'and sha!! fix the same by order to be serted upon the util!Ly; these rates are thereaffar to be ' observed until changed, as'provided by this Act.
,Itates for arens not within rnunicipa!!!y Sec. 44 ' Public utility rates ~for areas *'not ,within any municipality j;! e .shall'not es.ceed without commission or railroad commissieri a'pproval 115
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persent of the aversge of all r:tes for similar services of all' municipalities
- served by tha same utility within the same courity.
Unreasonalate pretennea or prejudice as to rates or services Sec. 45. No public utility may, as to rates or services, make or grant any unri.asonsbie preference or advantare to any corporation or person within, any el.assifiestion,'or subject any corporadon or person within any classlIIcadon to any unrea.tonable preJudica or disadvantage. No pub- -
- g lie utility may establish and maintain any unrcssonable differchees as to g lee. of service either as between localitics or as between classes of serv-rates
, Equality of rates and services See.4E No public ut!!!!
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' whatsoever or in any manner,y.msy, charge, directly demand,orcollect, indirectly, or receive by any device-from any' person a' treater or lesa compensation for any servica reridered or to be.
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Art 1446c CoarcaATroxs Titre 22 TF rendered by the ut!!!(y than that prescribed in the schedule of rates of the public utility app!icable thereto when filed I.n the manner provided in this .
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Act, publicnor r.iar ublity forany p'irse'n knowingly a 'cEmpensation giester orraceive or t'accipt liss tha'n any sivice hat prescribed in ffom the schedules,irdvided that all rates being charged and celh eted By a pub. l I !!c*utilityYp.on the effective dats of this Ac!. may be continv==i== ton = eartifreat. that the present or futura pubili convenience and necessity requirt or will require such insta"ation,'opeia '
tion, or extension.
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(2) Except as ,otherwise provided in this artic!' e no retail publi:
utility may furnish, make available, render, or extend retail public utility
< service to any area to which retail utility serfice is being lawfully fur-nished by another retail public utility on or after the effective date of this Act, without first having obtained a certificate of public convenieoce ' -
and necessity that includes the area in which the consuming facility is located.
- i Ereeptions for extension of servicie i Sec.51. (i) A public utility I's not
. of.public convenience and _ticcessity fori '
req' u
ired Ce secure a certificitili (d' it. i(nd not riceiving similar service from another public utility and j ")DDR ORIGINAL,
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Public Utility Commission . $. ~s#
of Texas Gurge M. Cowdo chakman
' Garrett Morris
! Commissioner Alan R. Erwin commisgener i
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SUSSTANTIVE rut.ES i
- JUNE, 1978 ,
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CECTION 3. RATES 052.02.03.031 Rate Base (a) Rate Base The rate base is the adjusted value of the invested capita 1 used
' and useful in rendering service to the
- pub 11c. Components to be lincluded in determining the overall utfif ty rate base are as )
follows:
)
(1) Adfusted value of utility plant used by and useful to the !
publid utility in providing service; adjusted value sha11 l be a reasonable balance, as provided by the Act, between '
original cost less. depreciation and current cost less an
' adjustment for both' age and condition.
(2) Construction work in progress, where necessary to the financial integrity of the utility, at original cost as recorded on the books of the utility.
I (3) Working capital allowance to be composed of but not limited to the following:
(A) Reasonable inventories of materials, supplies and fuel held specifically for purposes of permitting efficient operation of the utility in I normal utility service (e.g., excludes ' appliance inventories);
providing (B) Reasonable prepayment for operating expenses; and (C) A reasonable allowance up. to one-eighth (1/8) of
. total annual operstions and maintenance expenses excluding allowance for (A) and (S) above.
(4)
Deduction of certain items which include but are not
-l Timited to the following:
' (A) Accumulated reserve for deferred federal taxes; income (B) Unamortized inves tment tax credit to the extent g allowed by che Internal Revenue Code; (C) Contingency and/or property insurance reserves; and l .
(a) Cus ner contributions in aid of construction.
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(b) Original M Original cost is the amount :f ;.soney actually paid (or the. money value, of any consideratice ot!ther than money exchanged) for property at the time when i: utas first dedicated to the public h use.
(c) Reserve for Depreciation I Reserve for depreciation :s : the accumulation. of recognized losses in service value o' thae original cost of an item or facility not restored by ma ntagnance, caused by age, wear, tear and obsolescence. Deprecia:fon shall be computed on .a strafsat line basis dver the expectediseeful life of the item or facility.
(d) Current Cost
' Current cost is the cost 'of .,91 acing existing utility plant at cGirent ' prices no greate '..than if replaced by current technoldgy. Alternative menedss of Otermination, including but not Ifmited to the follsind, may be considered by the f.ommisison:
. (1) Trending original cc:: gr.th Co. mission approved indices;
.or .
(2) Current cost studies. Un-:ess approved by the Commission, the cost of such'studic weil not: be allowed in the cost of service.
- l. (e) Adjust =ent for Age and conditfor. .
For rat.a mai.ing . purposes, g,;reciation expense, including
' accumulated depreciation on ar%i nal cost, and the adjustment for age and condition on currer.; cost shall be consistent with each other.
(f) Allowance for Funds Used During unstruction I -
Discontinuance of the capitaltz,:fon of an al'1ewance for funds used during construc. tion wi ba concurrent with inclusion of' construction work in progres: in :ne rate base. 052.02.03.032 Cost of Service l (a) Cost. of Service ( 21 e-, g - , - - . . , - - ,, -v
Cost of servica is equal to that amount of revenue required to (1) cover all reasonable and necessary expenses properly
' incurred by the utility in rendering service to the public and *
(2) provide a fair and reasonable return on the adjusted value of I invested capital used and useful in rendering such service. Cost of service shall include but not be limited to the following: l l ( 1,' Operations and maintanance expenses incurred in furnishing normal utility ~ service and in maintaining utility plant used by and useful to the utility in providing such service; I (2) Depreciation expense based on original cost and computed 1 on a straight line basis as approved by the Cecruission; , (3) Assessments and taxes other than income taxes; g (4) Income taxes on a. normalized basis; (5) Return on adjusted value of invested capital; and (6). Advertising, contrib.rtions and donations (A) The actual expenditures for ordinary advertising, contributions and doriations will be allowed as a cost of service provided that the total sum of all such items allowed in the cost of service shall not [-l k exceed three-tenths of one percent (0.3%) of the gross receipts of the utility for services rendered to the public. I -(B) No expenditure shall be allowed as u cost of service for the following' special items: (i) Funds expended for influencing legislation; I * (ii) Funds expended candidates; in support of political I (iii) Funds expended in support of any political movement; , (iv) Funds expended in promotion of political or
, religious causes; (v) Funds expended in support of or membership in '
social, recreational, fraternal, or religious clubs or organizations; , l J (vi) Funds promoting increased consumption of energy; and !
' (vii) Additional funds expended to mail any parcel l or letter containing any of the above special '
items. -
t - l . (C) The following expenditures may be allowed by the Commission:
"(1) Funds expended prcmoting cathods of conserving l
energy; (ii) Funds expended promoting methnds by which the l consumer can effect a savings in' total hills; l (111) Funds expended promoting load factor- l g improve =ent at off peak times; and (iv) Funds expended in support of or membership in professional or trade associations provided 1 such associations' contribute toward the (b) Rata of Return The rate of return is the revenue earned by a utility from its I utility operations, over and above allovable operating expenses,
' expressed as a percentage of invested capital and of adjusted value of invested capital.
(1) The return shall be reasonably sufficient to assure "E ' shall confidence in the financial integrity of the~ utility and "E be adequate, under' efficient and economical management, to maintain its cr' edit. and attract the capital necessary for the proper discharge of its public duties. (2) In fixing the rates of a public utility, the Ccmission shall fix its overall revenues at a level which will permit I such utility to recover its operating expenses together with a reascnable return on its invested capital, but the Commission shall not prescribe any rate which will yield more. than a fair return upon the adjusted value of the invested: the public.capitai used and useful fu rendering service to I ', (3) In determining the amount of revenues necessary to satisfy these requirements, the Commission may consider inflation,.
- deflation, quality of se~rvice being provided, the growth rate of the service area and the need for the utility to attract new capita 1. In each case,' the Cennission shall consider the utility's cost of capital. Cost of capital is
- I the composite of the cost of' the various classes of capital used by the utility. '
'g (A) Debt Capital:. The cost of debt capital is the actual 3 cost of debt.
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r (B) Conmon Stock Capital: The cost of common stock capital shall be based upon a fair return on its adjusted value. I . 23 _. . _ - _
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(C) Preferred Stock Capitalt The cost o'f ' preferred stock capital is its annual dividend requirement p1us an adjustment for premiums, discounts and cost of issuance. - (0) Equity Capital: The cost of equity capital shall be .l based upo. a fair return on its adjusted value. l 052.02.03.~033 Rate Structure (a) 1.evel of Rates In fixing the rates of a pubife utility, the Cemission shall fix the overall,, revenue requirements at a 1evel which wi11 permit '3 such utility to recover its allowab1e. ,perating expenses 5 together with a fair. and , reasonable reture o~n its capital
. invest::nnt.
(b) Rate Design (i) Rates shall not be unreasonably preferential, prejudicial, l - or discriminatory, but shall be sufficient, equitable and consistent in' application to each class of customers, taking into consideration the need to conserve enernY and .l- ' resources. (2) An adjustment for recovering the cost of fuel used in the generation of electric power may be allowed in the tariff of electric utilities when approved by the Cemission provided that: (A) At the time of a rate hearing, the utility shall have 4
' filed. with the Cecraission all requested fuel contracts' and cost data upon which such total fuel
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costs are predicated with a schedule showing any adjustments anticipated under current contracts; l (B) The total cost of fuel is shewn separately on the bill as cost per kilowatt-hour of electricity used and no fuel charges are included in the base rate; 4I (C) The items included and sum charged fer' total fuel cos'.s are approved by the Comission prior to the , first time the separated biiling form is used;
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(D) The utility (fles with the Conmisifon, before I adjustment of total fuel costs to customers, any requested contracts for fuel and a revised schedule of anticipated adjustmentr. Chang's' e in fue1 costs
. to custcmers wi.11 be reviewed on a regular basis by the Ccmmission, and improper increases may be
, disallowed. If any fuel cost increases are is '
. disallowed, the utility shall provide appropriate refunds, incluctin to affected customers within thirty (30)gdaysinterest, of notice by the Com.-ission;
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(E) Fuel costs billed shall be for fuel consumed in the
.., generation of electric energy in the calendar month .
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that most closely corresponds to- the billing period; (F) Fuel costs are billed uniformly to all customers on a per kflowatt-hour use basis regardless of. customer class' or quantity"of use, unless otherwise 'crovided by ths Commission; and (G) The total fuel cost is applied equitably to each l . customer's bill and is proportional to the number of kilowatt-hours used. This shall be done by determining a fue1 cost. factor.
'(3) .Each electric utility shall maintain.a monthly record of the'~costi of fuel dsed in the generation of. electricity I- which I's included or will'be included in customer rates.
Sh'ch r'e' cord shall show at each month end the total cost
' (actual or estimate) of' fuel consumed for that month and on a .'c6mul'ative , basis, and ' the total dollar amount of from the fuel cost com in ievenuesY customer resulting'
*i a'tes . Any difference betwe'e'n the (1)cost total ponent of fuel consumed .and (2) the amount of revenues' resu1tind from.the fuel cost component in customer rates shall be credited or charged to the customers in the ne.st bfiling month. '
(4) An adjustment for recovering the cost of economy energy purchased pursuant to a sale between different eief.tric 1 utilities may, at the Cor=ission's discretion, be allowed i in the tariff of the purchasing utility. l (c) Rate Structure , Final approva.1 of the rate structure is at the discretion of the Commission. 052.02.03.034 Form and Filing or Yariffs * (a) Effective Tariff flo utility shall directly or indirectly de=and, charge,. or collect any rate or charge, or impose any classifications, practices , rules, ' or regulations different from those l *
' prescribed in its effective tariff filed with the Connission. l (b) Requirements as to Size, Form, Identification and Filing of' Tariffs -
, l i 25
< l
* ** l (1) Every public utility shall file with the Cemr.fssion Filing
- 2- Cierk fcur copies of its tariff containing schedulas of all its rates, tells, charges, rules and regula-tes pertaining .to all of its utility service by September 1, 1976 or when.it applies, for, a Certificate of Convenience and Necessity,to operate as a public utility, if.it is not
.in existance as of September 1,1976.
- l It '
four copies of each subsequent revision. ,shall also file Each revision shall be accompanied by a cover pace which contains a list of the pages being revised. i (2) All tariffs shall be in looseleaf form of a size eight and ! one-half.by eleven (81/2 x 11) inches and shall be plainly
- printed or reproduced on paper of good quality. The front page of. the tariff. shall'contain the name of the utility and Tocation of its principal office and the type of
{ service rendered (telephche, electric, etc.). (3) Each, rate schedule must clearky state the territory, city, count'y , or exchange wherein said schedule is applicable. (4) Tariff sheets are to be numbered consecutively per ,l schedule. Each sheet shall show an effective date, a revision number, section nu=ber, sheet number, name of the ut.ility, the name of the tariff and title of the section in a consistent manner. to be designated as original sheets. Sheets issued under new n Sheets being revised should shall numbers show be.the the number same. of the revision and the sheet (c) Co= position of Tariffs
,E
,m rne tariff shall contents; (2) contain sections setting forth (1) a table of a preliminary statemen t containing description of the utility's operations; (3)a list aofbrief the the rate schedules; and (5) the service rules an including fccms of the service agreements.
)
l (d) Tadff Filings in Respc.nse to Commission Orders l Tariff f tifngs made in response to an order issued by the Commission shall include a transmittal letter stating that the tariffs attached are in ec=pliance with the order, ,I docket number, date of the order, a list of tariff sheets filedgiving the and any other necessary information. Said tariff sheets shall ccmply with all other rules herein and shall include only changes ordered.. The effective date and/or wording of said tariffs shall l comply with the provisions. af the order. ;
- g. -
3 2s
..,,.h
- (e) Symbols for Changes Each proposed tariff sheet shall contain notations in the righto u hand margin , indicating each change made on these. sheets.
Notations to be used are: (C) to denote a change in regulations; (0) to denota discontinued rate or regulations; (E) to danote the correction of an error made during a revision (the revision which resulted in the error' must be one connected tol some materia.1 I contained in the tariff prior to the revision); (I) to denote a. rate increase; (N) to denote a new rate or regulations; (R) to denote a rate reduction; and (T) to denote a change in text, but no change in rate or regulation. In addition to symbols for changes, each changed provision in the tariff shall contain a vertical line in the right-hand margin of I the 'page which clearly sh'ows the exact number cf . lines being changed. l (f) Availability of Tariffs Each utility shall make available to the public at 'each of its I business offices within Texas all of its tariffs currently on file .with the Commission, 'and its employees shall lend assistance ,to seekers of information therefrem and afford I inquirers an opportunity to examine any of such tariffs upon request.. (g) Rejection Any tariff filed with the Commissica and found not to be in compliance with these rules shall be so marked aad returned to the utility with a brief explanation of the reasons for rejection. l (h) Change by Other Regulatory Authorities Tariffs which are filed to reflect changes in rates or I ," regulations se..t by other regulatory authorities shall include a c.opy of .the order or ordinance authorizing the change. (i) Effective Date of Tariff Change No jurisdictional tariff change may take effect prior to I thirty-five (35) days after filing without Commission approval. The requested date will be assumed to be thirty-five (35) days after filing unless the utility requesting the change requests a different. date in its applicabon. The Cernaission may suspend I the effective date of the tariff change for one hundred twenty (120) days after- the requested effective date and extend that suspension another thirty (30) days if it finds that a longer ,l time will be requit ed for final determination. T 1 27
. - - - - - - m am. n _, a .J-e. - _,. __ %ma, _.
I,I i 4 i h 9 ( i 4 ) 4 l 4 4 h !I 4 i f i e i EXHIBIT L ( 1 i !I I i 4 4 s 'I l I . I
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l a f, cn r - q F .ai;O,_ b1 one_ mR 7 1981 TO-- q REPLY-4b I il 4 k 4
, TEX-IA ELECTRIC COOPERATIVE OF TEXAS, INC.
Il
- a 1 FINMCIAL REPORT DECEMBER 31, 1980 9 -
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4i 1 q i I 4 t 1 l' f ji I s' j r e $I i; 1 4 1 I l t' f 1 EXHIBIT '.
a-KN UCKOLS AN D DUVALL A PROFESSIONAL CORPORATION
&f -?-d PHONE 9384331 P.O. 80X 1315 '
MARSHALL. TEXAS 75670 February 11, 1981
' .. Board of Directors Tex-La Electric Cooperative of Texas, Inc.
San Augustine, Texas Gentlemen: The following financial statements of Tex-La Electric Cooperative of Texas, Inc., from May 1,1979, through December 31, 1980, are presented for your review: Exhibit A - Balance Sheet Exhibit B - Income Statement Schedule #1 - Schedule of Net Equity in Available Funds - By Cooperative Schedule #2 - Schedule to Allocate Other Income and Expenses We are not in a position to express an opinion on the accompanying financial stats-ments in our capacity as certiffad public accountants since we are actually per-for:aing certain responsiblia. des and duties as your agent which 3,rohibits our render-ing an opinion on our own work. If you have any questions in connection with this report, please advise. Yours very truly, KNUCKDLS AND DUVALL ed4 4. ed,p.24,./ Cdrtified Public Accountants a
TEX-L'A ELECTRIC COOPERAT:VE OF TEXAS, INCo E' 3IBIT A 1 1 BALANCE SHEET AS OF DECEMBER 31, 1980 il f ASSETS: CURadMr ASSETS: I 8 190 i Cash in Bank - Unrestricted g Cash in Bank - 30 Eay Certificate of l, Deposit Earning Interest at 19.004 30 000 a Accounts Receivable - Sam Rayburn GET 7 379 j' Total Current Assets 45 569 l4 j, FIXED ASSETS:
.=
l' - Office R1rniture and Equipment 1 596 Total Assets _47 165 ic i 4, LIABILITIES: i i } Payroll Taxes Payable 245 ,r_ , ) MARGDIS AND EQUITIES:
< Members Dues 700 p'-
Margins - Inception Through December 31, 1980 46 220 1 4 ' -( _ Total Margins and Equities 46 920 j .' Total Liabilities 47 165 . .t ) 1: 1 - Unaudited - See Acccupanying Disclaimer - 4
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TEX-LA ELECTRIC COCPERATIVE OF TEXAS, INC. EXHIBIT [ E I1COME STATEMENT FOR THE PERIOD MAY 1, 1979 THROUGH DECEMBER 31, 1980 Professional Fee Assessments (Not of I Amount Reallocated to Tex-La. Electric Cooperative, Inc. (TP&L) of $175,084 258 258 Interest Income - Temporary Cash s Investments ' 20 923 Total Income 279 181 EXPENSES: Salaries 16 183 l Payroll Taxes 1 300 Aut e d ile Expenses 1 575 Meeting Expenses 880 Court Reports - Comanche Peak Matters 3 705 Professional Fees - Applications for Tax i Exemptica 3 108 j Duas and Subscriptions 935 l Management Fees 2 500 l j Engineering Services 51 202
- Legal Fees 137 424 i Directors' Fees and Expenses 8 396 1
Office Expenses 2 817 ) Employee Travel 995 l Accounting rees 7 549 ! Printing and Advertisutg - Comanche Peak Matters 1 884 Insurance - Liability and Employee 1 271
- Total 241 724 l l
Less: Office Expenses Reimbursed by l Rayburn G&T 8 763 Total Expenses 232 961 ' Net Income 46 220
.Unaudited - See Accompanying Disclaimer -
c -, - - - - ~
TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. , , I '~ I enrnULE OF NET EQUIrr IN AVAILABLE FUNDS
- BY COOPERATIVE FOR THE PERIOD MAY 1, 1979 THROUGH DECEMBER 31, 1980 NET PROFESSIONAL FEES INTEREST COOPERATIVE ASSESSED INCOME
.I i
Cherokee County Electric Cooperative 24 278 1 973 Eam Houston Electric Cooperative 13 398 1 096 Wood County Electric Cooperative 21 174 1 718
.I Houston County Electric Cooperative 50 287 3 934 Deep East Texas Electric Cooperative 138 840 11 369 i Jasper-Newton Electric Cooperative 2 491 199
! Rusk County Electric Cooperative 7 790 634 4 ! Total 258 258 20 923 3 i - l t } r g, 'E
i SCHEDULE #1 I . ii NET EQUITY I ^ TOIAL ADD LESS: AVAIIABLE INCOME DOES EXPENSES FUNDS 1 - 26 251 100 21 968 4 383-14 494 100 12 207 2 387 ! 22 892 100 19 126 3 866 ig 54 221 100 43 797 10 52+ V O 209' 100 126 591 23 718 2 690 100 2 213 577 4 8 424 100 7 059 1 465 ! u, 279 181 700 232 961 46 920 1 i ! i, f W - i o i l - Unaudited - See Accompanying Disclaimer - n _
^
1 TEX-5A EI4CTRIC COOPERATIVE OF TEXAS, INC. SCHEDULE #2
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3 SCHEDULE TO ALLOCATE OTIER INCOME AND EXPENSE BASED UPON KWH BILLED I JUNE 1979 - DECEMBER,1980 'l . KWH PERCENTAGE OF
^ " c^ "
INTEREST
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TOTAL
, NAME OF COOPERATIVE BILLED TOTAL INCOME DISBURSEM]!NTS 4
,l Cherokee County Elec. Coop. 81 721 000 9.434 1 973 21 968 Sam Houston Elec. Coop. 45 448 570 5.244 1 096 12 207 71 122 700 8.214 1 718 19 126 iIWoodCountyElec. Coop.
" Itsuston County Elec. Coop. 162 934 602 18.80% 3 934 43 797 1
Deep East Texas Elec. Coop. 470 969 039 54.344 11 369 126 591 l' Jcsper-Newton Elec. Coop. 8 255 427 .954 199 2 213
;I j , Rusk County Elec. Coop. 26 232 774 634 3.03t 7 059 i .I iu Tote.1 866 684 112 100.00% 20 923 232 961 I !I .
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- Unaudited - See Accompanying Disclaimer -
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INTERIM AGREEMZNT This INTERIM AGREEMENT made as of the 9 t.h day of December
~
. 1980, between Texas Power & Light Company.
(TP&L) and Tex-La Electric Cooperative of Texas, Inc. (Tex-La), I witnesseth: .
- 1. Concurrently herewith the Parties are entering into l an Amendment of Joint Ownership Agreement (Agreement) ard Transmission Agreement relating to the sale by TI&L and purchase by Tex-La of an undivided 4-1/37.
I interest in the Comanche Peak Steam Electric Station (The Project) located in Hood and Somervell Counties, Texas, associated transmission facilities and in the Fuel acquired for the Project. 2 ., In connection therewith, the Parties have entered into I or contemplate entering into a Distribution Service Agreement, an Entitlement Assignment Contract and a - Power Supply Agreement. l*,
- 3. Tex-La has applied to the Rural Electrification Adminis-tration (REA) for guarantees of loans from the Federal Financing Bank in connection with the permanent finan-cing of its share of the Project. Tex-La agrees to I pursue such application diligently and to use its best efforts to obtain such permanent financing by the date I specified in paragraph 5 below. Tex-La hereby agrees to close promptly upon obtaining such permanent financing.
- 4. Pending final approval by the REA of its loan applica-I tion, Tex-La will make the payments due under the Agreement from funde it has available through interim financing obtained from NATIONAL RURAL UTILITIES COOPER-
,l ATIVE FINANCE CORPORATION (CFC) .
- 5. In the event Tex-La is unable, prior to the Maturity I Date (as that term is defined in the Promissory Note in the principal amount of $134,737,00000, made by Tex-La payable to the order of CFC, which Date shall l
I not be later than Ai qil 1,1982), to secure funds, pursuant to a long-term loan guaranteed by the REA, in an amount sufficient to pay all of Tex-La's share of the estimated Costs of Construction and Costs of Fuel I (as defined in the Agreement) and all other costs required to be paid pursuant to the Agreement, TP&L shall purchase from Tex-La on or before such Maturity h Date the undivided ownership interest of Tex-La. such REA action has not been obtained at least ninety If days prior to such Maturity Date, Tex-La shall so notify TP&L in writing. I EXHIBIT M I
l ,. 5 l ' The purchase price to be paid by TP&L to Tex-La to purchase its ownership interest shall be an amount equal to all of the payments paid by Tex-La I purguant to the Agreement plus all interest, and charges related thereto, paid by Tex-La to CFC in connection with CFC's financing of Tex-La's parti-I cipation and ownership in the Project and Fuel (net of any earnings by Tex-La from its investment of funds borrowed by it prior to use thereof in payment of its obligations under the Agreement) . Upor payment of such purchase price, Tex-La shall convey or cause to be conveyed to TP&L all of its I right, title and interest, free of liens and encum-brances, and claims or interest of third parties, in the Project, associated transmission facilities and l Fuel, and the Agreement, the Transmission Agreement,. the Distribution Service Agreement, the Fntitlement Assi ent Contract and the Power Supply Agreement g shal have no further force or effect.
- 6. TP&L and Tex-La hereby agree that this Interim Agreement will not be amended subsequent to advance-I( ment of funds by CFC to Tex-La without the prior written consent of CFC.
I TEXAS POWEli & LIGHT COMPANY
~
O By . -6 m [ p _.R 0- N TEX-LA ELECTRIC COOPERATIVE OF TEXAS, Il r , By f j I . I I I' I
POWER SUPPLY AGREEMENT THIS AGREEMENT is made and entered into 1.his 9th day of December , 1980, by and between TEXAS POWER & LIGHT COMPANY (hereinaf ter referred to as "TP&L") and TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (hereinaf ter referred to as " Tex-La") , corporations organ-ized under the laws of the State of Texas. I WHEREAS, Tex-La is the power supplier for its member systems [ Deep East Texas Electric Cooperative, Inc.; Jasper-Newton Electric Coop-erative, Inc.; Rusk County Electric Cooperative, Inc.; Sam Houston Electric Cooperative, Inc.; Cherokee County Electric Cooperative Asso-I ciation; Wood County Electric Cooperative, Inc.; and ouston County Electric Cooperative, Inc.] and is authorized and has for its purposes, l the right to engage in the business of generating and transmitting electric power and energy; and WHEREAS, TP&L and Tex-La have, concurrently herewith, entered into an agreement entitled " Amendment to Joint Ownership Agreement" providing for the purchase by Tex-La of a 4-1/3 percent undivided interest as a tenant in common in Units 1 and 2 of the Comanche Peak Steam Electric Station (the " Project"); and WHEREAS, TP&L and Tex-La have, concurrently herewith, also exe-cuted an Entitlement Assignment Contract, a Transmission Agreement, and a Distribution Service Agreement; and WHEREAS, TP&L and Tex-La desire to enter into a " Power Supply Agreement" under which TP&L will provide Tex-La Supplemental Capacity and Energy, Reserve Capacity, Back-Up Energy and Replacement Energy; I I
?
NCW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties I each to the other, it is agreed as follows: I ' RECITALS - l.1 Tex-La's Current Resources: At the date of execution hereof, power and energy required by Tex-La and its member cooperatives for resale is purchased: . (a) from Southwestern Power Administration pursuant to agreement of October 20, 1958, between the United States of I America and Tex-La Electric Cooperative, Inc. , as amended, which power is transmitted by TP&L pursuant to agreement of April 4, 1947 between TP&L and the United States of America, as amended; (b) from TP&L pursuant to two agreements, as amended, between TP&L and Tex-La Electric Cooperative, Inc. dated October 20, 1964' and June 12, 1973. 1.2 Partial Requirements Wholesale Sale: Effective with the first day of the second Contract Year, the aforesaid agreements of I October 20, 1964 and June 12, 1973, between TP&L and Tex-La Electric 1 Cooperative, Inc. shall be terminated as between TP&L and Tex-La and its member cooperatives. As of such date, the power and energy requirements of Tex-La and its member cooperatives for resale shall be provided by purchase from the Southwestern Power Administration pursuant to the aforesaid agreement and by Tex-La's entitlement to power and energy generated at the Project; all power and energy in excess of the capability of the aforesaid resources (and any additional resources) I i l shall be provided by TP&L as Supplemental Power and Energy in accordance with Ar,ticle III hereof. l.3 Additional Power & Energy Sales: TP&L will also sell to Tex-La, pursuant to Article IV hereof, as Backup Energy, that amount of l energy representing the difference between Tex-La's entitlement to the ! maximum capability of the Project and actual generation thereof, when and to the extent actual generation of the Project is less than maximum
, capability because of maintenance, refueling, uncontrollable force or l reasons other than dispa'tch related reductions. To the extent actual generation is reduced for dispatch related reasons, TP&L will furnish, j as Replacement Energy, Tex-La's entitlement to the amount of such :
i l reduction. 1.4 Later Provisions Govern: The rights and obligations of the parties hereto and definitions of terms herein employed shall be as set forth in subsequent provisions hereof. Nothing in this Article I shall il vary, contradict or modify such definitions and provisions.
.I II i
W DEFINITIONS The following terms herein shall have the following meanings:
2.1 Agreement
The Agreement shall be this Power Supply Agreement. 1 2.2 Contract Year: I The first Contract Year shall be the same period as the first " Annual Period" as defined in Section 1.1 of the l Entitlement Assignment Contract. Subsequent Contract Years shall be I ! I
- I for twelve months beginning the day following the last day of the I previous Contract Year.
2.3 Parties
Parties shall be TPGL and Tex-La. 2.4 Project Maximum Capability: Project Maximum Capability shall be the total maximum generation (expr'essed in MW) of each unit, af ter Commercial Operation thereof, of the Project, net of auxiliary and other use of power and energy at the Project, measured at the high voltage terminals of the main power transformer, as determined by the Project Manager from time to time pursuant to the Joint Ownership Agreement and usually determined by performance or acceptance tests. 2.5 Firm Capability: " Firm Capability" means capability which should be available at all times and even ur: der adverse conditions, during a definite or committed period; to be firm, capability requires both. reserve capacity and spinning reserves. 2.6 Tex-La's Other Power Supply Resources: Tex-La's Other Power Supply Resources may be (1) additional jointly owned generating units covered by ownership participation agreements involving both Tex- , La and TP&L, and (2) additional Tex-La power supply resources obtained independently by Tex-La, where Tex-La has served upon TP&L not less than five (5) years' written notice of its intention to use such additional power supply resources, provided that appropriate transmission service to deliver power from such other supply resources to TP&L's transmission system is agreed to by the parties. For purposes of this agreement, power and energy supplied Tex-La from Southwestern Power Administration pursuant to the aforesaid agreement of October 20, 1958, as amended, shall not be one of Tex-La's Other Power Supply Resources. I l 2.7 Tex-La's Project Effective Hourly Capability: Tex-La,'s Project, Effective Hourly Capability shall be the product of Tex-La's Project Entitlement Percentage and-the Project's Net Effective Genera-
- tion for each hour.
l 2.8 Tex-La's Project Entitlement Percentage: Tex-La's Project . Entitlement Percentage shall be equal to Tex-La's undivided ownership percentage interest in the Project, less that part of Tex-La's per-1 .I .centage ownership interest in the' Project assigned to TP&L pursuant to the Entitlement Assignment Contract. 2.9 Tex-La's Retained Capacity: Tex-La's Retained Capacity i
~
shall be equal to the product of Tex-La's Project Entitlement Percentage and the Project Maximum Capability.
- I 2.10 other Definitions - This Agreement: Other terms defined
] herein, and the section setting forth such definitions, are as follows: (a) Supplemental Capacity - Section 3.1 (b) Supplemental Energy - Section 3.1 (c) Station Energy - Section 3.2 (d) Tex-La's Project Reserve Capacity - Section 4.3 (e) Tex-La's Project Spinning Reserve Requirement.s - ] Section 4.4 (f) Tex-La's Project Backup Energy - Section 4.5 (g) Tex-La's Project Replacement Energy - Section 5.1 (h) Dispatch Related Reduction - Section 5.1 (i) Tex-La Points of Delivery - Section 8.1 (j) Tria.' Energy - Section 9.1 (k) Inadvertent Energy - Section 9.3 I I 2.11 Other Definitions - Other Agreements: Other terms used herein, including " Project" and " Uncontrollable Force," shall have the meaning as set forth in the Joint Ownership Agreement. III '. SUPPLEMENTAL POWER & ENERGY 3.1 Purchase and Sale of S,upplemental Capacity and Energy: Beginning with the first day of the second Contract Year, Tex-La shall purchase from TP&L and TP&L will sell to Tex-La each hour of each month during the term hereof the following: , (a) Supplemental Capacity equal to the arithmetic sum of the 60-minute measured demands on each of the metering points at Tex-La Points of Delivery delivering power and energy for resale and not for consumption (e.g. , offices and service centers) plus demand associated with Tex-La's share of Station Energy in accordance with 3.2 hereof occurring during the month, less the sum, for each hour of such month, of: .(i) capacity furnished to Tex-La in accordance with the terms and conditions of the afore-said agreement between Tex-La Electric Cooperative, Inc. and the United States of America on October 20, 1958, as amended, (ii) Tex-La's Retained Capacity, less line losses, and (iii) the Firm Capability of Tex-La's Other Power Supply Resources, less line losses; and (b) Supplemental Energy equal to the sum of the monthly metered kilowatt hour energy deliveries to each of the metering points at Tex-La Points of Delivery delivering power and energy I g .
1 for' resale and not for consumption, and Tex-La's share of Station I. Energy,*less the sum of: (i) energy supplied to Tex-La by S'outhwestern Power Administration pursuant to the agreement between Tex-La Electric Cooperative, Inc. and the United States of America dated October 20, 1958, as amended, (ii) the product of Tex-La's Retained Capacity for such month and the number of hours in such month, less line losses, and (iii) the product of the Firm Capability of Tex-La's Other Power Supply Resources for such month and the number of hours in such month, less line losses. 3.2 Station Power & Energy: During times of scheduled or unscheduled outages of a unit or units of the Project, power and energy to satisfy auxiliary and' emergency load requirements of the Project may be supplied from resources outside the Project. During such times, in I accordance with Section 6.04 of the Joint Ownership Agreement, Tex-La's pro rata share (and being Tex-La's Project Entitlement Percentage) of actual Station Power and Energy so supplied shall be included as part of Supplemental Capacity and Supplemental Energy. 3.3 Termination of Prior Agreements: Unless TP&L shall repurchase Tex-La's undivided ownership interest in the Project prior to. commercial operation of the first unit thereof, those certa.n 3 Agreements between Tex-La Electric Cooperative, Inc. and TP&L, dated I October 20, 1964 and June 12, 1973, as amended, shall be terminated and cancelled as between Tex-La and its member cooperatives and TP&L effective on the first day of the Second Contract Year. Tex-La will, promptly af ter execution hereof, obtain the consent of Tex-La Electric I Cooperative, Inc. to such termination.
3.4 l Initial Commitment of TP&L: The initial total commitment of TP&L to Tex-La shall be for Supplemental capacity and Supplemental Energy for Tex-La to resell to its aforesaid member cooperatives and for . resale by such member cooperatives to their members. Such commitment shall be increased for the normal load gYowth of Tex-La 's member cooperatives in accordance with plans developed pursuant to Section 3.5 hereof. Tex-La may from time to time increase its requirements for I Supplemental Capacity and Supplemental Energy for resale as aforesaid in excess of normal load growth provided that it shall give TP&L reasonable advance notice specifying the amount and nature of the increased load. Both parties recognize that, in case of a substantial increase in load, notice should be several years in advance in order to allow for construction and installation of appropriate facilities. If TP&L does not have sufficient capacity and transmission facilit'.as for such increase or such increase would impair its ability to render full and reliable se'rvice to its customers or impair its ability to discharge prior commitments, it may defer supplying the same until sufficient capacity and facilities are available.
3.5 Planning
In order to keep TP&L advised of Tex-La's future requirements so that TP&L may include those requirements in irr long-range system plans, Tex-La will cooperate with TP&L in its system planning and will advise TP&L prior to June 1 of every year of its anticipated load requirements for the next five (5) years, its load I requirements et each existing point of delivery, and its anticipated l l need for additional points of delivery along with the particulars thereof for that five (5) year period. I
'3.6 Price of Supplemental Capacity and Supplemental Energy:
The price of Supplemental Capacity and Supplemental Energy to be charged by TP&L and paid by Tex-La shall be. determined by the demand, energy and other appropriate charges of a tariff filed with and approved or set by the Public Utility Commission of Texas or other appropriate regulatory body. It is anticipated that such tariff will be a partial requirenants wholesale tariff which will allocate TP&L's costs based on its resources used to provide Supplemental Capacity and Supplemental Energy after crediting the Firm Capability of Tex-La's Other Power Supply Resources I and Tex-La Retained Capacity against TP&L's generating resources uti- . lized on a comparable b'. sis. Such tariff shall provide that Tex-La's monthly integrated kilowatt demand shall be the arithmetic sum of the 60-minute measured demands on each of the Tex-La Points of Delivery ' occurring during the same 60-minute period that the maximum integrated kilowatt coincidental demands of the combined systems of TP&L and Tex-La occur; such demand shall be reduced for capacity other than Supple-mental Capacity delivered at the Tex-La Points of Delivery. 3 IV RESERVE CAPACITY _AND BACKUP IjNERGY 4.1 Tex-La Responsibility: Tex-La shall have utility re-sponsibility to provide and maintain I installed reserve capacity and spinning reserves adequate to back up Tex-La's Retained Capacity and the Firm Capability of its Other Power Supply Resources. 4.2 Sale and Purchase _of Reserve Capacity: Ef fective on the ' first day of the Second Contract Year, TP&L shall provide Tex-La, and I r Tex-La sball pay TP&L for, Tex-La's Project Reserve Capacity as defined in Section 4.3. TP&L may use Tex-La's Project Reserve Capacity for any purpose it desires during times and to the extent that such capacity is l not being used to offset loss or reduction, of Tex-La's Retained .I Capacity. .
4.3 Definition
Tex-La's Project Reserve Capacity during each Contract Year shall be the product c f Tex-La's Retained Capacity for such C' ontract Year and the reserve c. jability maintained by the Texas Utilities Company System during the preceding calendar year, where: I (a) reserve capability is the difference, expressed as a percentage of peak load, between net generating capability in-cluding firm purchases, if any, of the Texas Utilities Company System and peak load requirements of such System; and (b) Texas Utilities Company System is composed of Dallas Power & Light Company, Texas Electric Service Company, TP&Lc and any other subsidiary of Texas Utilities Company owni.ng generating facilities which are electrically interconnected with the com- 'I panies herein named. Tex-La's Project Reserve Capacity shall be calculated in accordance with Sxhibit A attached hereto. , 4.4 Spinning Reserve: During such period as Tex-La purchases Project Reserve Capacity from TP&L pursuant to Section 4.2, TP&L will also provide and Tex-La will pay for Tex-La's Project Spinning Reserve Requirements. TP&L will maintain spinning reserves in accordance with guidelines of the Texas Interconnected Systems, or its successor, from I time to time in effect, or, if none, then in accordance with prudent l I
l- - utility practices. Tex-La's monthly Project Spinrting Reserve Require-ments'shall be that percentage of the spinning reserves maintained by 1 TP&L from time to time, as aforesaid, d6termined by dividing Tex-La's Retained Capacity by the sum of Tex-La's Retained Capacity and TP&L's monthly peak demand. l 4.5 Sale and Purchase of Backup Energy: During such period as Tex-La purchases its Project Reserve Capacity from TP&L pursuant to Section 4.2 hereof, TP&L shall, each hour, provide and sell to Tex-La energy, herein called " Tex-La Project Backup Energy," in an amount equal to Tex-La's Retained Capacity less the product of Tex-La's Project Entitlement 5 Percentage and actual net generation of the Project for such hour; provided, however, that TP&L shall f urnish Tex-La 's Project Backup Energy only when and to the extent the requirement therefor is
.l due to one or more units of the Project generating less than recject Maximum Capability because of Uncontrollable Force, maintenance, re-fueling, and reasons other than Dispat.ch-Related Reductions as that term is defined in Section 5.1.
4.6 Other Sources of Reserve Capacity: Tex-La may provide all or part of its Project Reserve Capacity from its own generating resources or from entities other than TP&L af ter having noti fied TP&L in writing eight years, or such lesser period as agreed, prior to the calendar year in which Tex-La will provide its Project Reserve Capacity or any part thereof other than pursuant to this Agreement. Such notice ,
. i shall specify the amount of Tex-La's Project Reserve Capacity to be so I provided by Tex-La, the means of providing the same, transmission and spinning reserve arrangements and other pertinent data. Upon the I 1 effective date of such notice, TP&L will cease to provide Tex-La's Project Reserve Capacity or the portion thereof so specified by Tex-La in its notice to TP&L and shall also cease to provide Tex-La Spinning Reserve Requirements and Tex-La Project Backup Energy or the portion of each equal to the percentage reduction in' Tex-La's Project Reserve Capacity to be thereafter furnished by TP&L. From and after the effective date of such notice, Tex-La will provide sufficient installed reserve capacity so that its Retained Capacity shall be a firm resource; Tex-La shall also provide and maintain appropriate spinning reserves.
4.7 Price of Tex-La's Project Reserve Capacity: The price to be charged by TP&L and paid by Tex-La, monthly, for Tex-La's Project Reserve Capacity shall be determined in accordance with Exhibit B. 4.8 Price of Tex-La Project Spinning Reserves: The price to be. charged by TP&L and paid by Tex-La, monthly, for Tex-La Project Spinning Reserves shall be determined in accordance with Exhibit C. 4.9 Prfce of Tex-La Project Backup Energy: TP&L shall bill and Tex-La shall pay, monthly, for Tex-La Project Backup Energy. The price therefor shall be Tex-La's Project Entitlement Percentage of the actual energy cost incurred by TP&L during each hour to offset the hourly loss or reduction to both itself and Tex-La of generation from the Project. , The method for determining the cost.of Tex-La Project Backup Energy for any month is set forth in Exhibit D. The fuel cost component of such price, per MWH, shall not, for any month, be less than TP&L's average fuel cost, per MWH, for such month. If a cheaper fuel is
)
l l utilized to provide backup energy with the result that such use creates or increases an annual deficit in such cheaper fuel and requires use of I l
9 i l a more expensive fuel to meet load requirements later in the year, the prici of Project Backup Energy may be adjusted, retroactively, for E equitable allocation of the cost of the more expensive fuel, to the extent it exceeds the cost of the cheaper fuel, to providing backup , energy. Methods used in determining the source of Project Backup Energy, for purposes of deriving the fuel cost component of such energy cost, I shall be consistently applied and shall result in no distinction adverse to or favoring Project Backup Energy as between backup energy for the Project and backup energy for other TP&L generating units because of the . obligation to provide Project Backup Energy or because of Tex-La's ownership in the Project. The methods used in determining the source and fuel cost component of energy to offset the loss or reduction from ' l the Project shall initially be substantially in accordance with Exhibit D. The Pa: P,ies recognize that such methods may be changed from time to I time because of the addition, rerating, retirement or sale of generating units, because of changes in operating conditions, because of fuel availability or cost, or for other good reason, and the Parties will consult with respect to any such changes. I V REPLACEMENT ENERGY 5.1 Tex-La Project Replacement Energy: Beginning with the first day of the Second Contract Year and thereafter while this Agreement is in effect, TP&L shall, each hour, provide and sell to Tex-La, and Tex-La will purchase, Tex-La Project Replacement Energy, in an I
?
amount equal to the product of Tex-La's Project Entitlement Percentage and the amount of reduction of output of the Project when such reduction l is because of a dispatch related reduction. As used herein, a " Dispatch Related Reduction" shall be a reduction in'the actual generation of a J5 unit or units directed by TP&L or the Project Manager for purposes of economic dispatch, i.e. , because of the availability by generation or purchase of lower-cost energy from other resources. 5.2 Price of Tex-La Project Replacement Energy: Tex-La shall pay TP&L, monthly, for each KWH of Replacement Energy supplied by TP&L I in the preceding month, a charge per KWH eg'ual to Tex-La's average energy cot t for the month for each unit of the Project having a Dispatch Related Ret'uction. For purposes of this section, energy cost shall .g 5 include fuel cost and any identifiable operating cost asscciated with = the Project that varies with the level of energy output. Such energy cost shall be determined as if the unit of the Project, subject to such Dispatch Relat'ed Reduction, had been operated at its Net Effective Generating Capability, as that term is defined in the Transmission Agreement. VI BILLING AND PAYMENT lg 6.1 Meter Readings: The parties recognize that meters 3 installed at Tex-La's Points of Delivery will record the power and energy from Tex-La's resources as well as that sold and furnished by TP&L hereunder. Tex-La's monthly integrated kilowatt coincidental .I demand, determined in accordance with Section 3.6, is the sum of demands
- I I .
at Tex-La's Points of Delivery. From each such point of delivery, there shall be deducted, where applicable, demand and energy attributable to delivery of power and energy from Southwestern Power Administration under the aforesaid agreement. Demand at a point of delivery will' be E increased, where applicable, for any minimum billing in connection with l establishment thereof. After such reductions, on an after the fact basis, the remaining demand and energy from the total of the meter readings at the Tex-La Points of Delivery shall be allocated by TP&L, based on type of capability and energy furnished to Tex-La each hour, as follows: (i) to Tex-La's Project Effective Hourly Capability, and I including power and energy purchased by Tex-La and transmitted pursuant to Section 8.06(a) of the Transmission Agreement; (ii) to Tex-La Project Replacement Energy, where appli-cable; (iii) to Tex-La Proj ? :t Reserve Capacity and Project Backup Energy; (iv) to capability and energy from Tex-La's Other Power Supply Resources; (v) I each of the aforesaid items shall be adjusted for line losses prior to delivery at Tex-La Points of Delivery; (vi) the remainder shall be Supplemental Capacity and Supplemental Energy. Billing demand may, pursuant to the appli-cable tariff, vary from Supplemental Capacity so determined.. Tex-La will provide TP&L, each month, with hourly records of its Other Power Supply Resources adequate for preparation of billings. 1 l
l 6.2 Billing Period: The term " Month" as used in this Article VI shall mean the period between any two regular readings by TP&L of the meters used in determining the electric energy supplied Tex-La by TP&L. Such regular readings shall be taken by TP&L as nearly as practicable every thirty (30) days. .. 6.3 Payment of Bills: Bills shall be rendered and due monthly. If not paid within thirty (30) days of the due date as stated in the bill, l the amount due shall be subject to an interest charge computed at nine and one-half percent (9-1/2%) per annum, compounded monthly, but not to exceed the maximum rate which may be lawfully . charged. Interest shall be calculated frorr the due date set forth on the date of payment until paid. Bills shall set forth the electric power and energy transactions .' between Tex-La and TP&L during the billing month in such detail as may be needed for operating records or for settlements under this Agreement. I VII . METERING 7.1 Meter Reading: The Parties shall cause meters to be read monthly at times agreed upon. Metering records shall be available at all reasonable times to authorized representatives and employees of the Parties. 1 7.2 Meter Tests: Each meter used hereunder shall, by comparison I with accurate standards, be tested and calibrated by the Party owning the meter at approximate intervals of twelve (12) months. If a meter shall be found not registering accurately, it shall be restored to an accurate condition or an accurate meter shall be substituted. 1
? I 7.3 Me te r_ Accu racy: The parties shall have the right to request that a special test of metering equipment be made at any time. If any I
test, made at a Party's renuest, discloses that the metering equipment tested is registering within two percent (2%) accuracy, the Party 1I requesting the test shall bear the expense thereof. The expense of all other such tests shall be borne by the Party owning the meter. 7.4 Meter Adjustments: The results of all tests and calibra-tions shall be open to examination by the Parties and a report of every test shall be furnishad immediately to the other Party. Any meter tested and found to be within two percent (2%) accuracy shall be considered to be accurate. If, as a result of any test, any meter is found to register not within two percent (2%) accuracy, the readings of I such meter previously taken shall be corrected according to the per-centage of inaccuracy so found, but no such correction shall extend beyond the date such meter was last tested, but not to exceed six (6) months, previous to the day on which an inaccuracy was discovered by such test. If any metering equipment fails to register or if the meter registration is erratic, the capacity and energy delivered shall be determined by the Parties. il VIII i TEX-LA DELIVERY POINTS 8.1 Delivery of Power and Energy: Power and energy sold and provided by TP&L to Tex-La hereunder and that furnished to Tex-La pursuant to the Distribution Service Agreement shall be delivered to Tex-La at the points of delivery in this Article VIII set forth and in
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l kW$.s : .l Exhibit E hereto, which are herein referred to as " Tex-La Points of.% \ Delivery. " - ' 8.2 Initial Tex-La Delivery Points: I As of the first day of the second Contract Year, Tex-La Points of Deliver ~y hereunder shall be all j those points of delivery from TP&L to Tex'.,La's member cooperatives existing on the preceding day, under the aforesaid agreements of October 20, 1964 and June 12, 1973, between TP&L and Tex-La Electric Coop-erative, Inc. and, for Station Energy, the Project., 8.~3 Changes in Points of Delivery: (a) Tex-La may, at its expense .and upon two (2) years' l advance written notice to TP&L, provide additional delivery I capacity at the Points of Delivery specified in Exhibit E or provide additional Points of Delivery on the systems of its member coopetatives at locations agreed by the parties, subject to the following: (i) If any new or additional facilities are required i and furnished by TP&L, Tex-La shall pay to TP&L a facilities charge which will ccmpensate TP&L for the costs of such facilities beyond the cost TP&L would otherwise incur for its own use. t (ii) The facilities furnished by TP&L shall in all ' i events be those deemed necessary to TP&L to provide such , service in accordance with TP&L's then-current construction and operating standards. l (iii) Any additional facilities furnished by TP&L pursuant to the above provisions shall in all events be owned E
by and be the sole property of TP&L subject to no rights or claims of Tex-La. 1 -l (b) If TP&L defers providing an increase, over normal load growth, of Supplemental Capacity and supplemental Energy pur-I suant to Section 3.4, it may, for the same period, defer any increased capacity at an existing point of delivery or any such point of delivery associated with such increase. (c) If it is not economically feasible to provide additional capacity at an existing point of delivery, the parties shall agree
- I on an alternate point af delivery to be established in accordance
'l with the provision of'this section.
(d) The period for providing increased capacity at a point of delivery or for providing a new point of delivery shall be increased for the period of any delays caused by uncontrollable forces. 8.4 Discontinuance of Point of Delivery: Upon reasonable advance written notice to TP&L, Tex-La may abandon any point of delivery provided by TP&L or may reduce the amount of delivery capacity pre-l viously specified under this Agreement for any point of delivery. Such abandonment or reduction in delivery capacity shall become effective on the date specified by Tex-La in the notice, but not sooner than twelve (12) months after the date such notice is received by TP&L; provided that, unless otherwise provided in the agreement establishing such Tex-La Point of Delivery, in calculating billing demand such point of delivery shall be included as though such abandonment or reduction in delivery capacity had not taken place until the twenty-fifth (25th) I I . month following the month in which notice of the reduction in delivery I capacity or abandonment is given. 8.5 Facili5.ies at Points of Delivery: Unless otherwise agreed, l TP&L will install and maintain meters at each point of delivery. Any and all apparatus, except metering equipment, required to control properly the flow of power and energy at the point or points of delivery, I provided hereunder, or to change the delivery voltage desired by Tex-La, shall be furnished, installed, maintained and operated by and at the expense of Tex-La, subject to the specifications as to the type and capacity of such apparatus as may be prescribed by standard engineeri'ng practice. 8.6 Change of Voltage: If TP&L converts its line or system at any point of delivery to a different operating voltage, Tex-La may, at its option and expense, alter its facilities so as to receive power and energy at that point of delivery at the changed voltage, and, if necessary or desirable, to transform the same to the voltage _it requires or 4.t may discontinue such point of delivery. TP&L will give Tex-La written notice of any proposed voltage change two (2) years, or such lesser period as may be agreed, in advance of such change. 8.7 Identification of Points of Delivery: An exhibit, being Exhibit E, will be attached to this Agreement setting forth the initial Tex-La Points of Delivery. Each such initial delivery point shall be subject to all terms and provisions under said agreements of October 20, 1964 and June 12, 1973 applicable thereto including maximum power and energy to be delivered at such point, payments or minimum billings and maintenance responsibilities; such terms and provisions will also be I included in such exhibit. Such exhibit shall be amended each time there is an a,ddition or abandonment of a point of delivery or a change in specified delivery capacity at a point of delivery as provided in this Article VIII in accordance with the terms of this Agreement. IX TRIAL ENERGY AND INADVERTENT ENERGY 9.1 Trial Energy Defined': Trial Energy is energy generated by a unit of the Project prior to the first day of the first Contract Year in the case of Unit 1 and prior to the first day of the month following the date of commercial operation in the case of Unit 2. 9.2 Sale and Purchase of Trial Energy: On an hourly basis TP&L will purchase from Tex-La all of Tex-La's Trial Energy generated by Tex-La's Project Effective Hourly Capability at a price equal to the following: Energy Costs Associated with Tex-La's Trial Energy plus 50% of any TP&L energy cost savings resulting from the purchase of Tex-La 's Trial Energy. TP&L energy cost savings may be calculated for the same TP&L load over any prescribed period of time by calculating total energy cost under (a) TP&L System generating conditions without Tex-La's Trial Energy as a resource and (b) TP&L System generation supple-mented by Tex-La's Trial Energy as follows: Energy costs of TP&L System without Tex-La's Trial Energy equals sum of energy costs at TP&L plants l adjusted by net purchases. g u
-r
I - Energy costs of TP&L System supplemented by Tex-
~I l l
La's Trial Energy equals sum of energy costs at TP&L ! plants adjusted by net purchases plus estimated costs of Tex-La's Trial Energy. Energy Cost = Feel Cost X Heat Rate
$ =-
$/mmBtu X Btu /KWH X KWH 9.3 Inadvertent Energy Defined: ' Inadvertent energy, determined for any hour on an af ter the fact basis pursuant to Section 6.1, shall be equal to the sum for such hour of Tex-La's Project Effective Hourly
' I Capability, energy supplied Tex-La pursuant to the aforesaid agreement 4 h with Southwestern Power Administration, and energy from Tex-La's Other Power Supply Resources less energy delivered to Tex-La by TP&L during such hour.
- 9.4 Purchase of Inadvertent Energy: TP&L will purchase Inadvertent Energy from Tex-La, and pay for the same monthly, at a price computed in accordance with Section 9.2 hereof and substituting "Inad-vertent Energy" for " Trial Energy."
I X ADDITIONAL PROVISIONS 10.1 Covenants of Te.x-La: (a) Tex-La covenants for itself and its member coopera-tives: (i) that, as far as reasonably possible, the character of apparatus installed on the lines of Tex-La, its member cooperatives and their patrons, will be limited so that such E - I .
I ~ f apparatus or its operation will not produce undue distur-
, bance on the lines of TP&L; (ii) that all single phase branch lines will be '
arranged .So as to give TP&L, as far as is reasonably possible, a normally balanced load. (b) All lines of Tex-La and its member cooperatives ener-gized from each Tex-La point of delivery hereunder shall be operated as an individual and separate system and will not be interconnected and operated in parallel with lines normally energized from any other point of delivery hereunder. If Tex-La desires to make such interconnections, it will notify TP&L of its intent and supply all pertinent data with respect thereto. If se interconnection and any rearrangement of TP&L's facilities and meters necessary to accommodate such interconnection are I economically and technically feasible and if Tex-La will bear the expense of such rearrangement or such port.an thereof as exceeds the benefits to TP&L therefrom, TP&L will make the necessary rearrangement of its facilities, and Tex-La will defer such interconnection until the rearrangement is completed. 10.2 Continuity of Service: TP&L will exercise reasonable diligence and care to provide capacity and energy in accordance with this Agreement, and to avoid interruptions and irregularities. TP&L I shall not be liable for any damages to Tex-La, its member cooperatives and their members and patrons for damages caused by irregularities or interruptions in service or failure to serve because of shortages, allocation or curtailment of fuel, laws, regulations and governmental I l '
action, strikes, storms, floods, breakdown or othe'r'cause reasonably beyond the control of TP&L. TP&L may interrupt service to make repairs, to change equipment or to install new e'quipment, but only for such period as may be unavoidable; reasonable advance notice of such inter-
'ruptions shall be given if the nature of the situation permits.
l 10.3 Right of Access: Each party shall give all necessary permission to the other to enable the agents of the other party to carry out this agreement, and shall give the other the right by its fully authorized agents and employees to enter the premises of the other at all reasonable times for the purposes of reading or checking meters; for inspecting, testing, repairing, renewing or exchanging any or all of its equipment which may be located on the property of the other; or for performing any other work incident to rendering the service covered by l this agreement. It is agreed, however, that neither party hereto assumes the duty of inspecting the equipment, lines and facilities of the other. . 10.4 Tex-La's Member Cooperatives: For purposes of Article VIII and this Article X, Tex-La Points of Delivery shall include points of delivery to Tex-La's member cooperatives, connections and intercon-I nections between TP&L and Tex-La shall include connections and inter-connections between TPtL and Tex-La's member cooperatives, and the transmission and distribution facilities and premises of Tex-La shall include the transmission and distribution facilities and premises of 4 Tex-La's member cooperatives. I I I
I . 10.5 Interconnections: Tex-La agrees that TP&L shall not be required to maintain, modify or utilize any connection herein estab- ! lished or any modification or alteration of facilities, directly or indirectly, connected with TP&L's transmission or distribution facil-ities except on terms that fully compensate TP&L for ~its costs, 3 including a reasonable return on investment; and in no event shall TP&L l be required to establish or maintain any such connection which could, directly or indirectly, unreasonably impair system reliability or emergency transmission capacity, it being recogn'ized that while some transmission may be operated fully loaded, other transmission may be for emergency use and operated either unloaded or partially loaded. There-fore, Tex-La agrees that except for the establishment, maintenance,
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inodification or utilization of the connection and associated transmis-g sion and distribution facilities contemplated by this agreement, it shall give TP&L reasonable advance notice of any proposal to estab1:".sh, maintain, modify or utilize any connection which could involve or affect, directly or indirectly, TP&L's transmission or distribution facilities and shall thereafter pay all costs, including a reasonable , l return on investment, prior to the establishment, maineenance, modifi-cation or utilization thereof. 10.6 Interstate Interconnection: Subject to the provisions of this agreement and of this Section 10.6, TP&L will not disconnect from or refuse to connect its then-existing or propose, f acilities with the facilities of Tex-La, used or proposed to be used for the transmission of electric energy in interstate commerce by reason of the interstate character of such facilities, and TP&L will not prevent Tex-La from I ig l _ - . ._ _ l
catcbliching, mnintcining, modifying or u tilizing' 'a connection with facilities used or proposed to be used for the transmission of electric energy in interstate commerce by reason of the interstate character of -.I such facilities; provided that, anything . in this agreement to the contrary notwithstanding, in the event Te'x-La seeks to establish, maintain, modify or utilize any connection which could affect the nonjurisdictional status of TP&L under the Federal Power Act it shall have first filed an application with and used its best efforts to obtain an order from the Federal Energy Regulatory Commission, applicable to TP&L under Sections 210, 211 and 212 of such Act, requiring the establishment, maintenance, modification or utilization of such con-iI nection. ARTICLE XI DEFAULT 11.1 D'ef ault Defined: As used in this Article XI, " default" shall mean the failure of Tex-La or TP&L to make any payment or perform any obligation in the time and manner provided in this agreement. No default shall exist where such failure to discharge obligations (other I than the payment of money) is the result of an uncontrollable force as herein defined. 11.2 Notice of Default: Upon failure of a party hereto to make a payment or to perform an obligation required hereunder, che other party shall give written notice of such default to the party in default. The party in default shall have thirty (30) days within which to cure such def ault and, if cured within such time, the default specified in such notice shall cease to exist. 11.3 _Re_medies for Def ault: If a default is not cured as provided g l in Sect, ion 11.2, the party not in default may suspend performance hereof. The party in default may,. af ter expiration of the period set forth in Section 11.3, remedy such default and pay the party or parties not in default all incidental costs plus interest at nine and one-half percent (9-1/2%) per annum incurred by the non-defaulting party in respect to such default and thereupon such default shall cease to exist. If such default is not cured within six (6) months.after the notice specified in Section 11.2, the party not in default may terminate this I agreement and may pursue all remedies afforded by law. g 11.4 Irreparable Harm: The parties agree that it will be impossible to measure in terms of money the damages which may or will accrue to any party hereto by reason of any failure in the performance of the obligations hereunder (other than an obligation to pay money) and, for that reason, among others, the parties agree that, in case of h any such failure, the aggrieved party will be irreparably damaged in the event that this agreement is not. specifically enforceable and, accord-ingly, the parties agree to specific performance of this agreement in addition to any other remedies which may exist. If any party hereto shall institute proceedings to enforce the provisions hereof, the party against whom such proceedings are brought hereby waives any claim or defense that any adequate remedy at law exists. I l 8 I I
1 ARTICLE XII GENERAL PROVISIONS 12.1 Governing Law: The validity, interpretation and per-formance of this Agreement and each of its provi'sions shall be governed by the laws of the State of Texas. 12.2 Notice: Any notica, request, demand, or statement, which may be given to or made upon a party hereto by the other party hereto under any of the provisions of this Agreement, shall be in writing unless it is specifically provided otherwise herein, and shall be treated a.5 duly delivered when the same is either (1) personally delivered to the President of TP&L or to the President.or General Manager of Tex-La, or (2) deposited in the United States mail, by I certified mail, postage prepaid, and properly addressed to the party to be served, as follows: If the notice is to TP&L: President ~ Texas Power & Light Company - P. O. Box 226331 I Dallas, Texas 75266 I If the notice is to Tex-La: General Manager Tex-La Electric Cooperative of Texas, Inc. P. O. Box 479 San Augustine, Texas 75972 12.3 Section Headings Not to Affect Meaning:
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The' descriptive headings of the various articles and sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions thereof. i I 1 l l 12.4 Further Assurances: From time to time af ter the execution I of th'si Agreement, the parties shall execute such instruments, upon the request of the other, as may be necessary or appropriate, to carry out the intent of this Agreement. 12.5 Effective Date of Agreement: This Agreement and any amendments thereto shall not become effective until approved by the Administrator of the Rural Electrification Administration and when Tex-l La has obtained necessary consents, approvals, permits, and licenses from the Nuclear Regulatory Commission or its successor agency for the I Project, and the Parties have obtained necessary consents, approvals, permits, and licenses from tegulatory agencies having jurisdiction over the parties. This Agreement shall not become effective unless (a) the parties have executed concurrently herewith the (1) Transmission Agreement, (2) Distribution Service Agreement, (3) Entitlement Assign-ment Contract, and (4) an amendment to the Joint Ownership Agreement. 12.6 Counterparts: This Agreement may be executed simul-taneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12.7 Amendments: This' Agreement may be amended upon mutual agreement of the parties, which amendment shall be reduced to writing and executed by both parties. -I Severability: 12.8 In the event any of the terms, covenants, or conditions of this Agreement, or any amendment hereto, or the application of any such terms, covenants, or conditions shall be held I l invalid as to any party or circumstance by any court having juris-diction, all other terms, covenants, and conditions of this Agreement or any amendment hereto and their application shall not be affected thereby and shall remain in full force and effect. 12.9 Computation of Time: In compdting any period of time, prescribed or allowed by this Agreement, the dr y of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of this period so computed ~ shall be included unless it is a Saturday, Sunday, or legal holiday, in which event the period shall run until the end of the next business day which is neither a Saturday, Sunday, or legal holiday. 12.10 Interpretation: This Agreement shall not be interpreted to limit the right of either party hereaf ter to design, construct, acquire, or own any facilities it deems desirable. 12.11 Limitation: This Agreement is not intended to and shall not create rights of any character whatsoever in favor of any persons, corporation, associations, or entity other than the parties to this I Agreement, and the obligations herein assumed are solely for the use and benefit of the parties to this Agreement, their successors in interest, or assigns. 12.12 Term: The terms and conditions of this Agreement shall remain in effect until the termination of participation as a co-owner by Tex-La in the Project pursuant to the amendment of the Joint Ownership Participation and Operating Agreement. 12.13 Waivers: A waiver by either party of the other party's defaults shall not be deemed a waiver of any other or subsequent default.
i l 12.14 R_egulation: I, This Agreement is subject to approval by applica,ble regulatory authorities having or asserting jurisdiction.
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This Agreement is also subject to applicable federal, state, and local t laws, ordinances, rules, and regulations. Nothing herein contained shall be construed as a waiver of any right to question or contest any such law, ordinance, rule, regulation, or asserted regulatory juris-diction. 12.15 Right to Audit: At least annually, or more frequently as agreed by the parties, TP&L shall account to Tex-La, in such form as the latter reasonably requests, for all costs incurred by TP&L or used in determining charges to Tex-La. Any reasonable requests by Tex-La for an additional accounting in a different form required by it shall be granted at the expense of Tex-La. Tex-La may, at any time and at its own expense, cause the accuracy of any costs charged to it or used in determining charges to Tex-La to be verified by an examination o. rhe accounts and records kept by TP&L by employees, representatives, or I accountants of Tex-La or any independent certified public accountant retained by Tex-La, and TP&L shall make such accounts and records available at its offices at reasonable times for such purpose. 12.16 Successors and Assigns: This Agreement shall inure to the benefit of and be binding upon the successors in interest and assigns of the respective parties, but neither party shall assign this Agreement, in whole or in part, without the prior written consent of the other. I I i I . 12.17 Exhibits: Exhibits A, B, C, D and E r ferred to herein and attached hereto (or, in the case of Exhibit E 'to be attached hereto) are made a part hereof for all purposes. l EXECUTED the date and year first abov,e, written. l . TEXAS POWER & LIGHT COMPANY , .. By / " v a _ o __A
^
, ATTEST: I
,l
& Je $
// .f U#c
/ j y Sect,etary TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC.
By
/
ATTEST :
[~ 7 ) ~ 0 __
" Secretary %
'], ., .,
i f 'I il I I
- s s
Fcg21 pf 1 DETERMINATION OF TEX-LA'S PROJECT RESERVE CAPACITY The amount of Tex-La's Project Reserve Capacity for a Contract Year will be determined according to the following formula: ' I TR = E (SCSD
- SD) where:
TR = Tex-La's Proj ect Reserve Capacity, in KW. E = Tex-La's Project Maximum Capability for a Contract Year. l SC = The " System Capability" (KW) at the time of the annual , peak for the Texas Utilities Company System, including firm purchases,for the preceding calendar year. Such System Capability shall be determined on a basis consistent with Schedule XVII of the Uniform Statistical Report of Texas Utilities Company and Subsidiaries (Consolidated), as such Report existed for the 1979 reporting year.
,I 53 = The " Maximum Demand" (KW) at the time of the annual peak l for the Texas Utilities Company System for the preceding crJ_-ndar year. Such Maximum Demand shall be determined on a bast.s consisten" with Schedule XVII of the Uniform Sta-i tistical Report of Texas Utilities Company and Subsidiaries
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(Consolidated), as such Report existed for the 1979 re-porting year. If Tex-La's Project Maximum Capability should change during
*I a Contract Year, then Tex-La's Project Reserve Japacity shall be l redetermined for the remainder of such Contract Year.
I I ,
e EXHIBIT B Pega 1 of~3 DETERMINATION OF CHARGE FOR TEX-LA'S PROJECT RESERVE CAPACITY 1. The monthly charge for Tex-La's Project Reserve Capacity shall be 1/12 of the annual charge. Such annual charge shall.be cal-culated according to the following formula at the beginning of RC = TR (y +. FC) TF where: I RC = Annual charge for Tex-La's Project Reserve Capacity. TR = Tex-La's Project Reserve Capacity, in KW, calculated as provided in Exhibit A. FE = The fixed component of TP&L's total production operation and maintenance expenses which, for purposes of.the reserve capacity charge, shall be equal to all charges to FERC accounts 500,502,505 thru 507, 517, 519, 520, l 523 thru 525, 535 thru 540, 546, 548 thru 550, 556 and 557 plus payroll-related overhead loadings and the de-mand-related component of firm purchases included in K below, for the twelve months immediately preceding the Contract Year. Changes in the FERC Uniform System of Accounts subsequent to execution of this agreement may result in additions, deletions or modifications in this calculation. 4 l K = TP&L's generating capability, expressed in kilowatts, as of the end of the twelve months immediately pre-ceding a Contract Year, including its capability in I I
EXHIBI Page 2 l generating units jointly owned with others. Such capability shall be determined on a basis consistent g with Schedule XVIII of the Uniform Statistical - Report of TP&L, as such report existed for the 1979 reporting year, including firm purchases. FC = TP&L'.s fixed charges for generating facilities as provided in 2. below. TF = The revenue related tax factor. l This factor is based up'on revenue related taxes or assessments, if any, applicable to the charges billed Tex-La for Project Reserve Capacity. This factor is derived as follows: TF = 1 - Compos te Tai 1EEe ~ 2. TP&L's fixed charges for generating facilities as follows: itl be calculated I ' FC = (WC) (FCR) where: FC = TP&L's fixed charges per KW of generating faciliti es. WC = TP&L's weighted average cost per KW of generatin g I facilities, calculated separately for depreciable and non-depreciable facilities, determined as per 3. g below. FCR = TP&L's fixed charge rates, for both depreciable and non-depreciable property, which will be determined as of the end of the month instediately preceding a Contract Year according to the same formula used to I I
P:g'2 1 of ,1
- l SPINNING RESERVE CHARGE
.g The monthly charge for Tex-La Spinning Reserve pursuant to Sections 4.6 and 4.8 will be computed as set forth below: I SRC = SRR x E x A x B x D x TF LFE I where SRC = Monthly charge for Tex-La Spinning Reserve l SRR = Combined spinning reserve requirement of TP&L and Tex-La for the current month (expressed in kw) as determined in accordance with Section 4.4. ,I = Tex-La's Retained Capacity for the current month. E L = TP&L actual system peak demand for the month immediately l preceding the current month. A = Btu per kw-day (57. of TP&L system annual average Btu /kwh for all TP&L generating capability for the pnvious 12 consecutive month period terminating with ths month immediately preceding the current month times 24'). B = TP&L's monthly average cost per Btu of all fuel for the I , month inmediately preceding the current month. D = Number of days in the billing period. l TF = Revenue -related tax factor. This factor is based upon revenue-related taxes or assessments, if any, applicable < to the charge billed Tex-La for Spinning Reserves. The factor is derived by: TF = 1 + (1 - Composite Tax Rate) l I
5 . DETERMINATION OF CHARGE FOR PROJECT BACKUP ENERGY l Beginning with the first day of the Second Contract Year, TP&L will determine, each hour, the sum of TP&L's and Tex-La's .I Proj ect Effective Hourly Capability. The excess, if any, of the sum of TP&L's and Tex-La's Project Maximum Capability and such Project Effective Hourly Capability shall be considered " Project h Backup Energy" for the hour. The total of the Project Backup Energy for each hour
- I of a month is the monthly Project Backup Energy.
g The cost of monthly Proj ect Backup Energy will be deter-mined and allocated to Tex-La according to the following formula: C = h (F + M(h)] X TF
- l where
C = Charge to Tex-La for Project Backup .I Energy. g A = Tex-La's Proj ect Maximum Capability, expressed in KW. B - TP&L's Proj ect Maximum Capability, expressed in KW, including that part of Tex-La's entitlement assigned to TP&L pursuant to the Entitlement Assign-ment Contract for the current month. 'I I
- I I
l EXHIBIT D l ~I , , Pcgs 2 of 5 i F = The actual fuel cost incurred to provide Project Backup Energy for the month including the variable l component.of power purchased. - ~ M = The amount (kwh) of Project Backup Energy for the , l g current month provided from TP&L's own generating units. ! VE = The variable component of TP&L's total production operation and maintenance expenses which, for pur-l poses of the Backup Energy charge shall be equal to
- l all charges to FERC accounts 503, 504, 510 thru 514, 521, 522, 528 thru 532, 541 thru 545, and 551 thru f5 554, plus payroll-related overhead loadings for the twelve months immediately preceding the current month.
Changes in the FERC Uniform System of Accounts sub-sequent to execution of this agreement may result
- in additions, deletions, or modifications tc this calculation.
g G = Total net Kwh generation frca TP&L's own generating ! units, for the twelve consecutive. month period ' terminating w'ith the month immediately preceding jg the current month. ig TF = The revenue related tax factor. This factor is l based upon revenue related taxes or assessments, if any, applicable to the charges billed Tex-La for
- Proj ect Backup Energy. The factor is derived as follows:
TF = f - Composite tax rate
- I
l , - The initial method of determining the actudl hourly fuel l l l cost component of Tex-La's Project Backup Energy charge shall I bs as follows: (a) At the beginning of the recond Contract Year, TP&L .- will establish Generation Reference Plan listing all l generating units of TP&L which will be available to generate power and energy. Each such unit will be listed at its net dependable capability or TP&L's g interest in such capability. The generating units will, after giving effect to minimum fuel and minimum operating requirements, be listed in economic sequence with the highest priority being given to lowest energy l - cost. The Generation Reference Plan may be altered because of the addition, retirement, rerating or sale of a generating unit or an interest therein. (b) By referencing each hour's actual load to the Generation Reference Plan, an Hourly Generation Mix will be determined, l which allocates generation in sequence by priority in ] accordance with Generation Reference Plan until the total hourly demand has been satisfied. . l .g (c) The load in any hour may not actually be generated in accordance with the priorities established by the Generation Reference Plan for various reasons such as scheduled and unscheduled outages and reductions or the need to. dispatch units for system reliability. Conse-quently, the actual generation sources which serve the l load during each hour will be determined and will be compared to the hourly generation mix. I -
l I ' EXHIBIT D Pegn 4 of 5 I, (d) Any deficit for a unit from its contribution to the 1 hourly generation mix will represent a requirement for ! backup energy; any surplus will be considered a source
'l for backup energy. The total of all deficits during l an hour will equal the total of all surpluses for that hour.
I . (e) 'he source of backup energy for any individual require-ment during an hour shall be its proportionate share . of the aggregate of all sources of backup energy for the hour. (f) The fuel cost associated with Project Backup Energy each month shall be determined by accumulating hourly amounts of backup energy by fuel type and price using
- actual fuel costs and heat rates.
The following is sn example calculation of Project Backup Energy fael cost for one hour based on these assumptions: (a) Generation Reference Plan
! Minimum Gas 900 MW Comanche Peak #1 412 l
Comanche Peak #2 412 jE Lignite A 545 W Lignite-Other 2460 i Gas /0il 2648 ll Total Total TP&L hourly demand 7377 MW
= 6077 MW (including Tex-La's (b)
- Retained Capacity)
(c) Oil cost = $50 per mwh Gas Cost = $30 per mwh , ,I I I w - - - - . , , .------ra.n-~ - - - , n .,, ---~---- -,,-----n,.
l ,. EXHI'IT B Page 5 of 5 D I ,
. Actual Backup Energy I Generation Reference Plan Hourly Gen. Mix Hourly Generation (Requirement)
Source I 900 W 412 412 Min. Gas CP #1 CP #2 900 W 412 412 900 MW 412 0 (412) 0 0 545 Lig.-A 545 0 (545) 2460 Lig.-0 2460 2460 0 2648 Gas 1348 1940 592 011 365 365 - 7377 MW Total 6077 MW 6077 MW I From the above example, Project Backup Energy requirement for the hour is 412 MWH.' Source of all backup energy including the Project Backup Energy for such hour is 592 MWH generated 4 with gas and 365 MWH generated with oil. Fuel cost component of all backup energy for such hour = (592 x $30) + (365 x $50) = $36,010 Fuel cost component of Project i kup Energy for such hour = 412 x $36010 =
$15502.74 412 + 545 I
I . I l I l I I l l
?
DISTRIBUTION SERVICE AGREEMENT THIS AGREEMENT, dated December 9 , 1980, between TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. , a Texas corporation, hereinaf ter called Tex-La, and TEXAS POWER & LIGHT COMPANY, a Texas corporation, hereinafter called TP&L, WITNESSETH: I - WHEREAS, Tex-La, TP&L and others have executed an Amendment to the Joint' Ownership Agreement for the Comanche Peak Steam Electric Gen-erating Station (Comanche Peak) contemplating Tex-La's purchase of an undivided 4-1/3% interest in the Project and Fuel; and WHEREAS, Tex-La and TP&L have of even date herewith entered into an Entitlement Assignment Contract and a Power Supply Agreement; and WHEREAS, Tex-La has entered into a " Transmission Agreement" of even date herewith (Transmission Agreement) with Dallas Power & Light Company, Texas Electric Service Company and TP&L (Companies) for the transmission through Companies' HV transmission system of Tex-La 's share of the power and energy generated at Comanche Peak; and WHEREAS, TP&L is willing to receive from Companies' HV trans-mission system, and to transmit through its distribution facilities, Tex-La's share of the power and energy generated at such generating station and to deliver the same to Tex-La at the points of delivery herein specified; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties do hereby agrea as follows: I
I Article I - Identity of Agreement and Definitions I 1.01 This agreement constitutes the ", Distribution Service Agreement" referred to in Section 5.01 of the Transmission Agreementi, 1.02 " Companies' HV transmission system" shall mean the "HV transmission. system" as defined in the Tra smission Agreement. Article II - Responsibilities of the Parties l 2.01 TP&L shall provide, maintain and operate, at its cost and expense, all lines and related f acilities necessary to receive from Companies' HV transmission system, to transmit, and to deliver to Tex-La, Tex-La's share of the power and energy generated at Comanche Peak. 2.02 Tex-La shall provide, maintain and operate, at its cost and expense, all lines and related facilities necessary to receive power and energy delivered to it hereunder and to transmit and distribute same to its members.
, 2.03 E'ach party hereto shall be responsible to obtain all licenses, permits, certificates of convenience and necessity, and approvals from applicable governmental agencies required for its fa-cilities or its performance hereunder.
2.04 Each party hereto covenants to design, maintain and oper-4 ate its electric system and facilities so as reasonably to minimize the likelihood 'of a disturbance originating in the system of one party affecting or impairing the system of the other party, Companies' HV l transmission system or other systems with which the parties are inter-connected. Any generating facilities of Tex-La which are directly or indirectly interconnected with TP&L's distribution system shall be
l . l operated in synchronism with TP&L's system and the pIarties will coop-erate so as to keep the frequency of the interconnected systems as closely as practicable to 60 hertz and to maintain satisfactory voltage levels. Article III - Transmission and Distribution of Power & Energy I 3.01 Subject to the terms and provisions of this agreen.ent, TP&L shall in each hour during the term hereof receive from Companies' HV transmission system and concurrently deliver to Tex-La, through TP&L's distribution system, that amount of power and energy delivered into Companies' HV transmission system for the account of Tex-La as provided in Section 8.02 of th'e Transmission Agreement, less trans-mission and distribution losses. 3.02 Power and energy transmitted hereunder shall be delivered by TP&L and received by Tex-La at the points of delivery specified in the Power Supply Agreement of even date herewith between TP&L and Tex-La including any points of delivery hereinaf ter established pursuant to such agreement. Delivery of power and energy at any particular points of delivery will be subject to the capacity of the facilities at such point of delivery, and any contractual parar.eters applicable thereto, l considering that power and energy, in addition to that transmitted hereunder, may be delivered to Tex-La at such point of delivery by sale under the Power Supply Agreement and pursuant to the agreement of October 20, 1958, as amended, between the United States of America and Tex-La Electric Cooperative, Inc. I I I
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3.03 I As used herein, TP&L's distri.bution system shall mean TP&L's transmission and distribution lines operating at nominal volt-ages of 7.2/12.5 kv through 138 kv and such lower voltages as may be hereinafter established at any point of delivery, together with all related facilities including, without limitation, transformers, cir-I cuit breakers and capacitors. 3.04 TP&L shall, annually during the term hereof, determine losses in its distribution system attributab],e to power deliveries to Tex-La as provided for herein. Such determination shall be based upon I studies to be conducted by TP&L and will be subject to review by Tex-
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La. Tex-La will bear its pro rata share of such average annual distribution losses and the amount of such losses shall be repaid in kind by Te> La to TP&L by deducting such amount from the quantity of power and energy to be delivered to Tex-La hereunder. 3.05 Power and energy delivered to Tex-La hereunder shall have the frequency, voltage and other properties and characteristics from time to time adopted by and for members of the Texas Interconnected , Systems or its successor. ~ 3.06 In the event Companies and Tex-La enter into an agreement or agreements as contemplated in Section 11.02 of the Transmission Agreement, TP&L will, at Tex-La's request, provide firm Jistribution service, through TP&L's distribution system, for the power and energy specified in the agreement between Companies and Tex-La subject to the execution of a mutually acceptable amendment hereto or other agreement providing full compensation to TP&L for its costs including a reason-able return on investment and line losses. I g ..
I 3.07 : If Companies and Tex-La enter into ' a transaction as ' conte.mplated in Section 11.03 of the Transmission Agreen.ent, TP&L will l I
\
deliver
- the amount of energy involved in such transaction through its !
distribution system, subject to 'the provisions of this agreement, provided that (i) Tex-La makes arrangements therefor with other en-tities whose facilities are involved in such transmission, (ii) such transmission services can be functionally and technically accommo-i dated, and (iii) Tex-La gives TP&L reasonable advance notice of its t schedule and requirements. Such distribution services shall be on terms that fully compensate TP&L for its costs including a reasonable return I on investment, but such distribution services and the charges therefor shall be subject to any regulatory body having jurisdiction thereof. TP&L shall not refuse to provide such services solely because the charges therefor are the subject of dispute. TP&L sha11 not be required to provide any transmission services which would unreasonably impair the reliability of its system or emergency transmission capacity. TP&L shall not bear any losses associated with such distribution. I - Article IV - Meters and Records 4.01 Except as otherwise specified in the Power Supply Agree-ment, TP&L will install and maintain meters at the points of delivery to Tex-La hereunder. 4.02 Shculd any metering equipment at any time fail to register or the registration be so erratic as to be meaningless, the power and energy flowing through such point of metering shall be determined from the best information available. I
E 4.03 The parties shall maintain meter records, log sheets and other records as may be needed to afford a record of movement of power and energy between Tex-La and TP&L pursuant to thi's agreement. All such records shall be kept in accordance with normal accounting procedures and will be open to inspection by the parties hereto. Each party will furnish to the other appropriate data, from the records to be maintained hereunder, when needed for settlement, tests, operating records or l other purposes consistent with this agreement. Article V - Incorporation by Reference 5.01 The following sections of the Transmission Agreement are hereby adopted and incorporated herein by reference as fully as if set forth in haec verba, except as hereinafter provided, to-wit: Section 8.07 Section 8.08 Section 14.03 Section 14.04 I Section 14.05 S'ection 14.06 - first three sentences only-Section 14.07 I Section 14.08 Section 16.01 Section 16.02 I Section 16.03 Section 16.04 Section 17.02 Section 17.04 - but substituting "Section 15.05" I Section 17.06 for " Article XV" Section 17.07 I In the foregoing provisions adopted and incorporated by reference:
"TP&L" shall be substituted for " Companies";
" Parties" shall mean TP&L and Tex-La;
" Party" shall mean TP&L or Tex-La as appropriate.
I y - - , - . , . -
E Article VI - Payment for Distribution Services 6.01
, For purposes of this Article, " Distribution Facilities" shall consist of:
(a) TP&L's transmission facilities, excluding main power transfsrmers, operating at 69 kv or higher vol tages and not otherwise included or to the extent not included as Companies
" transmission facilities and switching stations" for purposes of determining the charges to Tex-La in Article X of the Transmission Agreement; (b) TP&L's distribution properties operating at voltages of less than 69 kv but excluding those operating at voltages less than 7.2/12.5 kv unless points of delivery hereinafter estab-I lished shall operate at such lower voltages; and (c) General property required in TP&L's performance hereof and provision of distribution service contemplated here-in.
6.02 Tex-La will pay TP&L for the use of Distribution Facil-ities, an annual facilities charge and an annual operating and mainte-nance charge. Such charges will be determined annually, on a calendar I year basis, and will be payable in monthly installments of 1/12 of such annual charges. The annual charges will begin on the first day of the second Annual Period as shown in Schedule B to the Transmission Agreement. l 6.03 The annual f acilities charges will be computed as follows: 1 TP&L's investment in Distribution Facilities l allocated to Tex-La entitlement multiplied by TP&L's annual fixed charges. I --
I * (a) " Tex-La entitlement" shall mean 4-1/3% of the net ~I effective generating capability (as defined in the Transmission I g- Agreement) at Comanche Peak, units 1 and 2, except that for each Annual Period as set forth in Schedule B to the Transmission Agreement, Tex-La entitlement shall '.b.e the percentage of such 4-1/3% of the net effective generating capability set forth in such Schedule B as " Tex-La Retained Capacity." (b) "TP&L's investment in Distribution Facilities allo-cated to Tex-La entitlement" shall mean that part of the sum of I the total book cost in the various components of Distribution g Facilities (including land rights) in service, as shown on TP&L's books and records at the end of the calendar year preceding each billing year, reduced by accumulated depreciation, which is ,I _ allocated to Tex-La entitlement according to the allocation methodology of TP&L filed with the Public Utility Conmission of l Texas in,its most recent rate proceeding, or such other method-ology prescribed for TP&L by such Commission in TP&L's most recent rate proceeding if different than that filed by the Company. Such computation to determine facilities investment costs applicable to Tex-La entitlement, shall be separately calculated for trans-mission plant investment, distribution plant investment and general plant investment components and further separated into depreciable and non-depreciable categories. (c) "TP&L's annual fixed charges" shall mean a per-centage, determined separately for each category of Distribution Facilities (transmission, distribution and general) and further I
l separated into depreciable and non-depreciable categories, to be l
, determined annually for each billing year based on the books and r'ecords of TP&L at the close of the preceding calendar year. Such fixed charge rates will be calculated for TP&L only according to the same methodology prescribed in Section 10.03 (c) of. the Trans-mission Agreement, except that (1) the amounts of investment used E
in calculating the components for ad valorem, franchiae and similar taxes not related to revenues, property insurance and investment tax credit amortization will be reduced by accumulated depreciation, and (ii) the depreciation rates will be calculated by dividing TP&L's actual depreciation expense for the prior year for each category of Distribution Facilities (transmission, l distribution and general) by the average net depreciated invest-ment in each such category of Distribution Facilities for the prior year, using beginning and end of year balances. TP&L's depreciation expense will ce determined in accordance with the depreciation rates allowed or prescribed for the period in questlon by the Public Utility Commission of Texas. An illus-trative calculation of TP&L's fixed charge rates based on TP&L's books and records as of December 31, 1979, is shown on Schedule A. (d) The annual facilities use charge shall be the sum of:
'i) TP&L's investment in depreciable transmission facilities included in Distribution Facilities and allo-cated to Tex-La entitlement multiplied by the fixed charge rate for depreciable transmission facilities; I
(ii) TP&L'c invaatm2nt in non-dhptccicblo trans-mission facilities included in Distribution Racilities ! and allocated to Tex-La entitlement multiplied by the fixed charge rate for non-depreciable plant; (iii) TP&L's investment in depreciable distribution j I facilities included in Distribution Facilities and allo-l cated to Tex-La entitlement multiplied by the fixed charge rate for depreciable distribution facilities; (iv) TP&L's investment in non-depreciable distri-bution facilities included in Distribution Facilities and allocated to Tex-La entitlement multiplied by the fixed charge rate for non-depreciable facilities; (v)' TP&L's investment in depreciable general plant
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I . necessary to provide distribution service, allocated to Tex-La entitlement multiplied by the fixed charge rate for depreciable general plant; (vi) TP&L's investment in non-depreciable general plant, necessary to provide distribution service, allo-cated to Tex-La entitlement multiplied by the fixed charge rate for non-depreciable plant. I An illustrative calculation of the annual facilities use charge, based on TP&L's books and records as of December 31, 1979, is shown on Exhibit. B. I I l
'I i
I 6.04 The annual operating and maintenance charge shall be TP&L's annual operation and maintenance costs and payroll related taxes ) associated with providing distribution service allocated to Tex-La antitlement. TP&L's annual operation and maintenance costs will be the amount of transmission and distribution 'o'peration and maintenance expenses, customer- accounts, customer service and information, and
-administrative and general expenses necessary to provide distribution service hereunder, determined for each billing year as of the preceding year. Payroll related taxes will be the amount of FICA, state and federal unemployment taxes, and any similar taxes hereinaf ter imposed, incurred by TP&L in connection with providing distribution services hereunder, determined for each billing year as of the preceding year.
Such operation and maintenance costs and payroll related taxes will be I allocated to Tex-La entitlement in accordance with TP&L's cost alloca-tion methodology filed with or, if different, prescribed for TP&L by, the Public Utility Commission of Texas in TP&L's latest rate proceeding. An illustrative calculation of the annual operat.ing and maintenance charge is set forth in Exhibit C. 6.05 TP&L will determine annual charges as soon as practicable i af ter the close of each calendar year and notify Tex-La thereof. If Tex-l l La entitlement, as defined herein, shall change during a calendar year, the charges set forth in this Article VI shail be redetermined for the balance of such year. Pending completion of the annual or other price g redetermination, bills will be based upon prior years or prior period billings; upon completion of such redetermination, Tex-La will pay or TP&L will refund amounts required to adjust payments made pending such I redetermination. E .
. 6.06 TP&L will bill Tex-La monthly for charges due under this agreement. Such bills will be due and payable within thirty (30) days af ter th' e date thereof. Past due bills shall bear interest at the rate I of 9-1/2% per annum, compounded monthly.
l 6.07 In addition to other charges herein prescribed, Tex-La will pay TP&L an amount sufficient to reimburse TP&L for any amounts paid or requir'ed to be c.ollected from Tex-La as sales, excise, use, or gross receipts taxes, street rental charges or other similar taxes or assessmt:ats, but excluding taxes and assessments based on or measured by net income, with respect to sums paid TP&L by Tex-La hereunder. Article VII - Term snd Other Provisions g 7.01 This agreement shall be effective from and af ter execution - by the parties hereto and approval of Tex-La's execution by the Rural Electrification Administration and shall remain in full force and ef fect until termination or cancellation c f the Transmission Agreement. 7.02 This agreement and the charges to be paid by Tex-La l hereunder are subject to regulation and/or approval by applicable
- regulatory authorities having or asserting jurisdiction. This agree-ment is also subject to applicable federal, state and local laws, ordinances, rules and regulations. Nothing herein contained shall be j
construed as a waiver of any right to question or contest any such law, ordinance, rule, regulation or assertm; regulatory jurisdiction. 7.03 Nothing herein contained shall vary, contradict or amend the terms and provisions of the Transmission Agreement or of any it I E cgrocm nts, b2tw;an the partios haroto nor to waivo or impair the righto and obligations of Tex-La and TP&L as set forth in any such agreement. 7.04 This agreement shall in all' respects be governed by the laws of the State of Texas. 7.05 Exhibits A, B and C referred to herein and attached hereto are made a part hereof for all purposes. I EXECUTED in duplicate, the date and year first above written. I . TEX-LA EL2CTRIC COOPERATIVE OF TEXAS, IN . l...,s"..' .. f,,? , ATTEST: By ' e f i .. 3 inad r secretaly
/
'iN- ,.
., TEXAS POWER & LIGHT COMPANY ATTEST: By c.m M Lp I -
r& y secretary
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I I I I I I I
g g g g g g m e m m mM M M M M a
- SCHEDULE "A" TO DISTRIBUTION SERVICE AGREEMENT FIXED CHARGE RATES AS OF DECEMBER 31, 1979 Non-Depreciable Depreciable Property Property Transmission Distribution General
- 1. Debt 3.69% 3.69% 3.691 3.695
- 2. Preferred Stock 97 97 .97 97 3 Common Equity 5.52 5.52 5 52 5 52
- 4. Federal Income Tax [(Lines 2 + 3) x 46/54] 5.53 5.53 5.53 5.53
- 5. Ad Valorem & State Franchise Taxes 1,05 1.05 1.05 1.05
- 6. Property Insurance X .12 .12 .12 7 Amortized Investment Tax Credit X
(.20). (.20) (.20)
- 8. Depreciation X 2.98 4.82 5.11 9 Total Fixed Charge Rate 16.76% E 66%_ 21.50% 21.79%
1 m7 , O. vc
- O (D
. lco .w
iH Ref. 1979 Dat7 TP&L .
/
1 a Capitalization $2,012,089,750 2 b Plus: Unam. Debt Expense (3,856,309) 3 Total Capitalization Adj. $2,008,233,441 4
- 1. Debt:
556 c outstanding Dec. 31, 1979 $ 949,643,425 7 b Plus: Unam. Debt Expense (3,856,309) - I8 9 10 Total Debt Adj. Annual Interest Requirements
$ 945,787,116
$ 74,052,615
' g li Line 9 4 Line 8 = 7.83% Embedded Cost (Average Interest Rat
' g 12 Line 8 i Line 3 = 47.10 Percent of Capitalization 13 47.10% x 7.83% = 3.69 ~
14 15 2. Preferred Stock: 16 d outstanding Dec. 31, 1979 $ 256,112,235 17 e Annual Prof. Div. Requirements S 19,480,864 18 19 Line 17 4 Line 16 - 7.61% Embedded Cost (Average Div. Rate) 20 Line 16 Line 3 - 12.75 Percent of Capitalization 12.75% x 7.61 = .97 I 21 22 - 23 g 3. Common Equity $ 806,334,090 24 - 25 . Line 23 t Line 3 = 40.15% Percent of Capitalization 26 g Cost of Common Equity - 13.75% Allowed Return 27 40.15% x 13.75 = 5.52 1 29 28
- h 5* Ad Valorem and State Franchise Taxes $ 16,870,851 i
30 Electric Plant In Service - Net $1.608.504.983
! 31 32 Line 29 + Line 30 = 1.05% '
33 34 j 6. Property Ins. (Less Self-Ins.) $ 1,861,665 35 k Depreciable Plant $1,577,764,000 36 37 Line 34
- Line 35 = 0.12 38 39 1 7. Investment Tax credit $ (3,145,000)
I 40 41 Line 39 A Line 35 = (0.20) 42
- 8. Depreciation I I 43 44 Plant Distrib. Fiant General Plant 45 (gogo) l p 46 Beginning of Year-Depr. Inv. in Service $364,967 $591,208 $40,952 i (i 47 m Accum. Depr. 68,959 155,191 15,312 l 48 Net 296,008 436,017 25,640 49 End of Year-Depr. Inv. in Service 391,581 645,621 45,173 50 m Accum. Depr. 76,512 170,177 17,013 51 Net 315,069 475,444 28,160 52 Average Net Balance 305,539 455,731 26,900 53 n Depreciation Expense __
9,098 21,955 1,376 54 Effective Rate 2.98 4.82 5.11 I Schedule A Page _2 mR 5L
I References to Schedule "A" Distribution Service Agreement (a) F.P.C., Form No. 1, Statement A, Page 111, lines 13 + 19 (b) F.P.C. Form No. 1, Statement A, Page 110, line 3D - (c) F.P.C. Form No. 1, Statement A, Page 111, line 19 (d) F.P.C. Form No. 1, Statement A, Page 111, line 2 (e) E.E.I. Uniform Statistical Report, Page 4 (1) F.P.C. Form No. 1, Statement A, Page 111, lines 1 4 10 I (f) (g) P.U.C. Docket No. 1517 (h) F.P.C., Form No. 1, Page 222, lines 14 + 16 + 23 (1) F.P.C. Form No. 1, Statement B, Page 113, line 3 - line 13 (j ) F.P.C. Form No. 1, Page 419, line 154, Less S.E.C. Form 10-K, Sch. XII (k) I E.E.I. Uniform Statistical Report, Page 10, Sch. IX. - Accum. Provisic (1) E.E.I. Uniform Statistical Report, Page 4, Sch. III(h) for Depreciatio (m) E.E.I. Uniform Statistical Report. Page 9, Sch. VIII. (n) F.P.C. Form No. 1, Page 429 I I I I 'I .I lI 1 it !I schee"1e "^" Page 3 of 3
6.03(d)(iv) Investment in Non-Depreciable Distribution facilities allocated to Tex-La is $70,149.
$70,149 x .1676 = $11,757 6.03(d) (v) Investment in Depreciable General Plant allocated to Tex-La is $315,921.
' l
$315,921 x .2179 - $68,839 6.03 (d) (vi) Investment in Non-Depreciable General Plant allocated to Tex-La is $55,612.
$55,612 x .1676 = $9,321 Annual facilities use charge is sum of 6.03(d)(1), 6.03(d)(ii), l 6.03(d)(iii), 6.03(d)(iv), 6.03(d)(v), and 6.03(d)(vi).
$642,813 + $13,326 + $3,046,150 + $11,757 + $68,839 + $9,321 - $3,792,214 I
!I I
- I I
T I I ! I l I l I Schedu
I SCHEDULE "B" TO DISTRIBUTION SERVICE AGREEMENT Sample Calculation of Annual Facilities Use Charge per Article VI as of 12/31/79
.03 (n) For purposes of this calculation, " Tex-La Entitlament" is ascumed to be 100,000 kw.
.03(b) Costs are allocated based on the methodology prescribed by the Public Utility Commission of Texas in Docket 3006, assuming 40 points of delivery, as follows:
Net Allocation Investment Factor A11ocable to Facilities @ 12/31/79(A) (Composite) Tex-La Entitlement I Transmission-Depreciable $105,906,089(B) .030873 $ 3,269,651
-Non-Depreciable 2,575,328(B) .030873 79,508 Distribution-Depreciable 389,621,248 .036364 14,168,179
-Non-Depreciable 1,836,592 .038195 70,149 General -Depreciable 28,295,578 .011165 315,921
-Non-Depreciable 4,980,946 .011165 55,612 (A) Excludes investmen:: in accounts not applicable to service to Tex-La.
(B) Excludes TP&L investment allocated to Tex-La under Transmission Agresment.
.03(c) -
See Schedule A for' fixed charge rates.
. 03 (d) (1) Investment in Depreciable Transmission facilities allocated to Tex-La is $3,269,651.
$3,269,651 x .1966 = $642,813 6.03(d)(ii) Investment in Non-Depreciable Transmission facilities allocated to Tex-La is $79,508.
$79,508 x .1676 = $13,326 6.03(d)(iii) Investment in Depreciable Distribution facilities allocated to Tex-La is $14,168,179. ,
$14,168,179 x .2150 = $3,046,158 I Schedule "B" 1
l TPmco R coff R
I SCHEDULE "C" TO DISTRIBUTION SERVICE AGREEMENT Annual Operating and Maintena..e' Charge l Sample Calculation Based on Year Ended 12/31/79 l For purposes of this calculation, " Tex-La Entitlement" is assumed to be 100,000 kw. Costs are allocated based on the methodology prescribed by the Public Utility Commission of Texas in Docket 3006, assuming 40 points of delivery, as follows: I O&M Costs for 1979(A) Allocation Factor _(Composite) Allocable to. Tex-La Ent. Transmission $ 3,073,429(B) '010670
$ 32,793
~
Dictribution 18,007,299 .029952 539,348 Customer Accounts 10,414,458 .003585 37,'340 Cu tomer Service & Information I Ad2inistrative and General 34,251,947
.'006360 217,828 Peyroll.Related Taxes 3,005,534 .005699 17,130 Total Operating and Maintenance Charge $844,439 (A) Excludes amounts not applicable to service to Tex-La.
(B) Excludes TP&L expense allocated to Tex-La under Transmission Agreement. I I I
.g i
I I Schedule "C" Page 1 of 1
i AMENDMENT OF JOINT OWNERSHIP AGREEMENT s I PARTIES This Agreement is entered into this .9th day of December , 1980, by and between Dallas Power & Light Company (DP&L) , Texas Electric Service Company (TESCO) , Texas
- Power & Light Company (TP&L) , Texas Utili, ties Generating Company (TUGCO) , Texas Municipal Power Agency (TMPA) , Brazos i Electric Power Cooperative, Inc. (BEPC), and Tex-La Electric Cooperative of Texas, Inc. (Tex-La). DP&L, TESCO, and TP&L will be hereinafter referred to collectively as " Companies."
DP&L, TESCO, TP&L, TMPA, BEPC and Tex-La will be hereinafter referred to collectively as " Parties" and separately as " Party," I and with TUGCO collectively as " Signatories" and separately as " Signatory." RECITALS
- 1. On January 2, 1979, DP&L, TESCO, TP&L and TMPA exe-q cuted a Joint Ownership Agreement for the Comanche Peak Steam Electric Station (the " Project," as defined in the Joint Owner- I ship Agreement) , located in Hood and Somervell Counties, Texas, and TUGCO joined in the execution thereof as a Signatory to evidence its agreement to act as Project Manager.
- 2. On June 1, 1979, BEPC joined in the execution of the Joint Ownership Agreement and became bound by the terms thereof.
- 3. On June 1, 1979, the Companies, TUGCO, TMPA, and
.I 4I
I~ I BEPC executed a Modification of the Joint Ownership Agreement. l
- 4. On May 23, 1980, DP&L~ sold to TESCO an undivided 2-1/2% interest and to TP&L an undivided 2-1/2% interest in the Project, associated transmission facilities and in the Fuel acquired for the Project.
- 5. Tex-La desires to acquire and TP&L desires to sell an undivided 4-1/3% interest in the Project, associated trans-mission facilities and in the Fuel acquired for the Project, so that TMPA, BEPC, Tex-La and the Companies will share in the ownership of the Project as tenants in common.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Signatories agree as follows: 1. Sale of 4-1/3% Undivided Interest in the Project. Subject to the terms and conditions of the Joint Ownership Agreement and of this Amendment, TP&L agrees to sell, and Tex-La agrees to buy,as a tenant in common, an undivided I 4-1/3% interest in the Project and Fuel as they exist at the Date of Closing. The effectiveness of the sale is hereby conditioned upon specific Nuclear Regulatory Commission (NRC) approval thereof by issuing the required amendments to Con-struction Permits Nos. CPPR-126 and CPPR-127 (" specific NRC 2 approval") . At the Date of Closing, Tex-La shall receive from TP&L the instruments of conveyance contemplated by Paragraph 3 hereof that will effectuate such sale upon specific NRC I I -
l' ; I 1 approval; but prior to specific NRC approval such conveyances I shall constitute and evidence only a security interest in, and l first lien upon, the 4-1/3% undivided interest owned by TP&L at the Date of Closing, as well as assets ther.eaf ter acquired to secure repayment by TP&L of the amounts paid by Tex-La under the terms of this Amendment, plus interest thereon as provided in paragraph 4 hereof, in the event that specific NRC approval is not secured or is clenied. Only upon specific NRC approval shall the conveyances to Tex-La become fully , effective as transfers of full and complete ownership of its interest in the Project. ~
- 2. Purchase Price ~and Payment Terms. In consideration therefor, Tex-La agrees to pay to TP&L 4-1/3% of the zecumulated' Costs of Construction and Costs of Fuel prior to the Date of I Closing. Tex-La agrees also to pay to TP&L interest, calcu-lated monthly, on said Costs incurred from the last day of the month in which the particular Costs were paid to the Date of Closing, compounded annually, at a rate equal to TP&L's weighted cost of capital for each such year (including the cost of TP&L's most recent long-term debt and pre'ferred stock issues 1 I and the actual rate of return on average common equity, each determined for each calendar year as of the prior calendar year) plus TP&L's actual federal income tax liability associ- '
ated specifically with the gain realized on the interest and development cost component of the purchase price. Tex-La .I . I ,
I clso agrees to pay to TP&L S325,000, representing its 4-1/3% , chare of costs in developing the Project, including water rasources, which are properly allocable but not specifically
' charged to the Project. Said accumulated Costs and interest ,
chall be paid to TP&L at the Date of Closing, provided, however, , in the case of ad valorem taxes assessed but unpaid at the Date of Closing, Tex-La shall pay its portion of such taxes to TP&L ct the' time TP&L pays the same. .
- 3. Closing. The closing of the sale and transfer will take place at the offices of TP&L in Dallas, Texas, not later ,
than January 8, 1981 (the Date of Closing) . TP&L and Tex-La shall, promptly and with all due dili-gence, take all necessary actions and endeavor to obtain all regulatory approvals, licenses, orders, and permits necessary to carry out their obligations under this Amendment. Either . TP&L or Tex-La may refuse to close for any of the following reasons: (a) Any regulatory approval, license, order, or permit prosently required, with or without which at the Date of Closing, the Project or this transaction with respect to said Party is in violatien of law, has not been issued, including but not . limited to the approval of the Rural Electrification Adminis- , tration, whether or not such approval, license, order or permit was sought or responded to with diligence, provided I ' l -
I. however, the closing may cccur in the abser.ec of REA approval should Tex-La elect to obtain other financing. (b) Tex-La is unable to secure financing sufficient to undertake its share of the obli.gations imposed by this Amendment. (c) The contemplated Transmission Agreement, the Distribu-tion Service Agreement, the Entitlement Assignment Contract, or the Power Supply Agreement between TP&L and Tex-La have not
.been ' executed by the Date of closing.
(d) The Project shall have suffered damage, loss or destruction in an amount sufficient to make the closing uneco-nomic or otherwise infeasible. If the reason for refusal to close has not been removed within 6 months after the Date of Closing, either TP&L or
- I Tex-La may terminate this Amendment by written notice to the other to such effect.
Conveyances shall be by Special Warranty Deed and Bill of Sale substantially in the forms of Exhibits 1 and 2 attached hereto and made a part hereof. TP&L agrees to exe- ] cute and delivar to Tex-La such other instruments of conveyance and transfer as may be necessary or appropriate to vest in Tex-La its undivided interest in the Project and Fuel. I Tex-La shall have the right to review the title to all property being conveyed. Upon notice to TP&L that there is a defect in the title to the property or any lien or other encumbrance with respect thereto, TP&L shall use all reasonable efforts to eliminate
-S- .
e
- or cure such defect, the expense thereby incurred to be v -
' charged to Cost of Construction. TP&L expressly ~ disclaims any j general warranty of title or guaranty of performance of con- l 1
l tract by vendors c suppliers of equipment, material, services, and Fuel to the Project.
- 4. Ownershio, Rights and Obligations Following Acquisition.
Subsequent to the Date of Closing, the Parties shall have title to.the Project and Fuel as tenants in common and shall, as co-tenants with undivided interest therein, subject to the terms of the Joint Ownership Agreement', the Modification Agree-ment, and this Amendment, own the Project and Fuel and have the related rights ind obligations, including payment therefor, and shall be entitled to ownership Shares as follows: PARTY OWNERSHIP SHARE DP&L 18-1/3%: i TP&L 31-1/2% TESCO 35-5/6% TMPA 6.2% BEPC 3.8% -
. Tex-La 4-1/3%
It is understood and agreed that, to the extent required by NRC, the title and ownership rights acquired by Tex-La in the Project and Fuel shall, while pending any necessary approval for full title, including amendment of any license or permit to take account of the sale and purchase of an interest in l l I -e- -
the Project and Fuel as provided in this Amendment, be deemed to be .only such title and ownership rights with respect to the Project and Fuel as are generally approved by general license (i.e. , without either application or specific approval) by l
~
the NRC in 10 C.F.R. Section 50.81 and 10 C.F.R. Section 70.20 (or successor provisions pertaining to the subject matter) or are I otherwise subject to a general license or exempt from licensing. It is furthe,r understood and agreed that.nothing in the preced-l ing sentence shall be construed to enlarge or decrease the inci-dents of ownership acquired hereunder that may be exercised by Tex-La pursuant to this Amendment following such NRC approval or amendment of a iicense or permit. In no event shall Tex-La exercise any rights of ownership or control over the Project or Fuel, until specific NRC approval has been obtained, beyond-those right's of ownership and control that may be lawfully exercised pursuant to general license by the NRC or that are exempt from NRC licensing, but, in recognition of the security interest which Tex-La will possess and the promise of TP&L to convey an ownership interest to Tex-La, upon specific NRC approval, it is agreed that at all times the standards and guidelines of Paragraph 3.04 of the Joint Ownership Agreement are to be followed by the Project Manager in meeting its responsibilities. Should the NRC by final action deny, or fail to grant, by the earlier of June 1, 1982, or the Date of Commercial Operation of Unit #1 of the Project, Tex-La the t I I . _7_ , I
necessary approval or license as may be required by the NRC, Tex-La shall release and transfer all of its right, title and interect in the Project and Fuel to TP&L, and Tex-La's payments i i made under this Amendment, simultaneously shall be fully repaid by TP&L to Tex-La. Additionally, TP&L shall pay to Tex-La interest from the data of each payment until the date of repay-ment at the rate of the greater of (1) 8% per annum, compounded annually, or (2) the actual costs of money paid by Tex-La for the indebtedness incurred to make such payments. Upon such repayment to Tex-La, Tex-La's rights and obligations under the Joint ownership Agreement and this Amendment shall terminate.
- 5. Owners Committee. ~ The owners Committee provided for by paragraph 4.02 of the Joint Ownership Agreement shall be increased to six members co as to include one primary repre-o
[ sentative and one alternate for Tex-La whose participat ion shall be limited to the extent provided in the last paragraph l of said paragraph 4.02 in the same manner as is applicable to TMPA and BEPC.
- 6. Waiver of Rights of First Refusal. DP&L, TESCO, TMPA and BEPC waive all rights granted to them in Section 16 of the Joint Ownership Agreement to acquire all or any part of the 4-1/3% undivided interest to be conveyed by TP&L to Tex-La pur-uant to the terms of this Amendment, but such waiver shall not I extend to any subsequent transfer of. ownership in the Project ,
by-any Party.
.I
I :
- 7. Transfer of Interest by Tex-La.
Tex-La agrees that it will not transfer or assign all or any portion of its I undivided interest in the Project and Fuel'without complying with the terms and conditions of Section'16 of the Joint Owner-ship Agreement.
- 8. Rights and Obligations of Tex-La. Upon closing, and
,I subject to the provisions of this Amendment, Tex-La shall own, as a tenant in common, an undivided 4'-1/3% interest in the l Project and Fuel and shall be entitled as' a Party to all of the rights contemplated with respect to such undivided inter-est by the Joint Ownership Agreement, the Modification Agree-ment, and this Amendment, and, by its execution of this Amend-ment, Tex-La does hereby agree to be bound by and to fully per-form all of the obligations of a Party under all of said Agree-ments, I inciuding, without limitation, the obligation to pay its Ownership Share of Costs of Construction, Costs of Operation, and Costs of Fuel in accordance with the Provisions of the Joint Ownership Agreement, together with a management fee to the Project Manager equal to 5% of its portion of Costs of Operation and Costs of Fuel pursuant to the second paragraph of paragraph 3.04 of the Joirt Ownership Agreement in the same manner as is applicable to TMPA and BEPC, said management fee payable only with respect M Tex-La's Retained Capacity, as defined in the Power Supply Agreement between TP&L and Tex-La of even date herewith. a
/
IN WITNESS WHEREOF the. Signatories hereto have caused this Amendment to be executed as of the day and year first hereinabove written. 8 , ATTEST: DALLAS POWER & LIGHT COMPANY
/
d ew By 61 L
/ Secretarf Pres ent ATTEST: TEXAS ELECTRIC SERVICE COMPANY I
c,/ By [%# _ [ p esident f'3/, Secretary ATTEST: TEXAS POWER & LIGHT COMPANY I
, .I M By .
m n g&Secfretary President , N ATTEST: TEXAS MUNICIPAL POWER AGENCY AfJitana n triE. By $La b C. Secretary
// -E tesidwip @ .'7A .
< ?.TTEST: TEXAS UTILITIES GENERATING COMPANY , k- By w ^^- Secretary
/ President ATTEST: BRAZOS ELECTRIC POWER COOPERATIVE, INC.
1 7 4% . By j[ gf ' Secretary
~
I } @reci-kn6 Executive Vice President 6 General Manager Iw I .
1 I l 7. Transfer of Interest by Tex-La. Tex-La agrees that it will not transfer or assign all or any portion of its undivided interest in the Project and Fuel' without complying with the terms and conditions of section'16 of the Joint Own ship Agreement. 1
- 8. Rights and Obligations of Tex-La. Upon closing, and subject to the provisions of this Amendment, Tex-La shall own, as a tenant in common, an undiv'ided 4-1/3% interest in the Project and Fuel and shall be entitled as' a Party to all of the rights contemplated with respect to such undivided inter-est by the Joint Ownership. Agreement, the Modification Agree-ment, and this haendment, and, by its execution of this Amend-ment, Tex-La does hereby agree to be bound by and to fully per-form all of the obligations of a " arty under all of said Agree-ments, inciuding, without limitation, the obligation to pay its Ownership Share of Costs of Construction, Costs of Operation e and Costs of Fuel in accordance with the Provisions of the Joint Ownership Agreement, together with a management fee to the Project Manager equal to 5% of it portion of Costs of Operation and Costs of Feel pursuant to the second paragraph of paragraph 3.04 of the Joint Ownership Agreement in the same manner as is applicable to TMPA and BEPC, said management fee payable only with respect to Tex-La's Retained Capacity, as defined in the Power Supply Agreement between TP&L and Tex-La of even date herewith.
!I
!I .
I . . IN WITNESS WHEPJOF the. Signatories hereto have caused this Amendment to be executed as of the day and year first I hereinabove written. ATTEST: DALLAS POWER & LIGHT COMPANY db' w By 13a 1 L
/ Secretarf Pres ent ATTEST:
TEXAS ELECTRIC SERVICE COMPANY
</ By %#
jynf. Secretary ' ((fresident ATTEST: TEXAS POWER & LIGHT COMPANY I
, .I d4d By _
m n g g y Sedretary President 'N ATTEST: TEXAS MUNICIPAL POWER AGENCY I .- AYan0 ber , By ,/ Le _ b+ic. Secretary
@te5ideqp ,gx .7A
/ .
ATTEST: TEXAS UTILITIES GENEPATING COMPANY f l / // hb Secretary By %
/ President ATTEST:
BRAZOS ELECTRIC POWER COOPERATIVE, INC. I b]li2Hi2+d,' S. ta., ay vc4$ -- 48db ' Executive Vice President G General Manager I: I
8 ATTEST: TEX-LA ELECTRIC COOPERATIVE OF TEXAS , ISS
. 7 AAC _
By u'
- sechetarr 'I./..,' '
y Presidene , e ,./ . - . l
.i The provisions of the Joint Ownership Agreement to submit I,,."c.""'"""'"""'"*""""'""""'""""**"' """' " "" *""
t Project Consultant have been concluded upon the advice of 4 j l counsel to the respective parties as evidenced by counsels' j 4 signatures heretofore affixed to the Joirit Ownership Agreement and the signature of counsel for Tex-La affixed hereto. FOR TEX-LA ELECTRIC COOPERATIVE OF TEGS , INC. I Law Offices of Northcutt Ely
. By M ((
- I E
I I I
- I I , _ , _
Prgo 1 of 2 SPECIAL WAhRANTY DEED <
- THE STATE OF TEXAS S S KNOW ALL MEN BY THESE PRESENTS:
COUNTIES OF HOOD 5 AND SOMERVELL THAT 'iEXAS POWER & LIGHT COMPANY (hereinafter the " Grantor") , a Texas corporation, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid to the undersigned by TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (nereinafter the " Grantee"), the receipt and sufficiency of which are hereby ac-knowledged and confessed, has GRANTED, SOLD, CONVEYED, AND/OR ASSIGNED, and by these presents does hereby GRANT, SELL, CONVEY, AND/OR ASSIGN an undivided 4-1/3% interest (being an undivided 12.093% of Grantor's 35-5/6% interest) computed as of January 1,1981, in certain real estate (hereinafter the " Property") unto Grantee, said Property lying and being situated in Hood Count'y and Somervell County, Texas, and more
- I particularly described on Exhibit attached hereto and made a part
,l hersof for all purposes. This conveyance is expressly made subject to applicable terms and conditions of the Joint Ownership Agreement betwet.n Dallas Power & Light Company, Texas Electric Service Company, Texas Power & Light Company, Texas Utilities Generating Company, Texas Municipal Power Agncy and Brazos Electric Power Cooperative, Inc. for Comanche Peak Steam Elec-tric Station, as modified and as amended by the aforesaid parties and I TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC., including but not limited to the following: (i) The lien for current taxes, assessments, or governmental charges or levies not in default. I
rcgo e or 2 (ii) TheclaimsofmateriN1menormechanic's, the payment of 5C which is not due or being contested in good faith. ~ (iii) The waiver by Grantee of any right to partition, pursuant to Section 3.03 of said Joint Ownership Agreement. (iv) Easements and mineral reservations, grants, and leases of record in Hood County and Somervell County. TO HAVE AND TO HOLD the Property, together with all and singular l the rights and appurtenances thereto, unto the said Grantee, its successors and assigns, and Grantor does hereby bind itself and its succesors and assigns to warrant and forever defend all and singular the Property unto Grantee ar.d its successors and assigns, against every person whomsoever clr,iming or to claim the same, or any part thereof, by, through, or onder it, but not otherwise, subject, however, a. s 'I aforesaid. EXECUT'iD this day of , 198 _ . TEXAS POWER & LIGhf COMPANY, GRANTOR By iI THE STATE OF TEXAS COUNTY OF DALLAS S S S BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person and l i officer whose -'me is subscribed to the foregoing instrument and acknowledged to me ' hat the same was the act of the said TEXAS POWER & LIGHT COMPANY, a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein ex-pressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of ;
, 198 .
l Notary Public, Dallas County, Texas My commission expires: .I .- 2 --
Pcgo 1 of 3 BILL dF SALE THE STATE OF TEXAS S S KNOW ALL MEN BY THESE PRESENTS:
- COUNTIES OF HOOD 5 AND SOMERVELL l
- THAT, for good and valuable consideration, the receipt of which is hereby acknowledged by TEXAS POWER & LIGHT COMPANY (hereinaf ter the
" Seller"), in accordance with the terms of the " JOINT OWNERSHIP AGREE-MENT BETWEEN DALLAS POWER & LIGHT COMPANY, TEXAS ELECTRIC SERVICE COMPANY, TEXAS POWER & LIGHT COMPANY, TEXAS UTILITIES GENERATING COMPANY, TEXAS MUNICIPAL POWER AGENCY AND BRAZOS ELECTRIC POWER CO-OPERATIVE, INC. FOR COMANCHE PEAK STEAM ELECTRIC STATION, as modified and as amended by the aforesaid parties and TEX-LA ELECTRIC COOPERATIVE OF '.2XAS , INC. (hereinaf ter the " Agreement") , said Seller has SOLD,
- I TRANSFERRED, AND CONVEYED, and by these presents does SELL, TRANSFER, AF) CONVEY an undivided 4-1/3% interest (being an undivided 12.093% of Seller's 35-5/6% interest) computed as of January 1, 1981, in the Comanche Peak Steam Electric Station Project (hereinafter the " Pro-ject") and in the Fuel acquired for that Project, unto TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (hereinafter the " Purchaser"), its suc-cessors and assigns, to have and to hold forever, as a tenant in common.
For purposes of this Bill of Sale, " Project" means the following, to the extent such may exist on the date of axecution of this Bill of g Sale: (a) the Station, and (b) all licenses, permits, rights, and approvals necessary or convenient for construction, operation, mainte-nance, and decommissioning. The Station includes, but is not limited to, the following: two nuclear steam generating units, each having a
.I
rcg2 .:. v t .2 BILL dF SALE I THE STATE OF TEXAS S I COUNTIES OF HOOD AND SOMERVELL S 5 KNOW ALL MEN BY THESE PRESENTS: THAT, for good and valuable consideration, the receipt of which is hereby acknowledged by TEXAS POWER & LIGHT COMPANY (hereinaf ter the
" Seller"), in accordance with the terms of the " JOINT OWNERSHIP AGREE-
, MENT BETWEEN DALLAS POWER & LIGHT COMPANY, TEXAS ELECTRIC SERVICE COMPANY, TEXAS POWER & LIGHT COMPANY, TEXAS UTILITIES GENERATING COMPANY, TEXAS MUNICIPAL POWER AGENCY AND BRAZOS ELECTRIC POWER'CO-OPERATIVE, INC. FOR COMANCHE PEAK STEAM ELECTRIC STATION, as modified and as amended by the aforesaid parties and TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (hereinaf ter the " Agreement") , said Seller has SOLD, TRANSFERRED, AND CONVEYED, and by these presents does SELL, TRANSFER, AND CONVEY an undivided 4-1/3% interest (being an undivided 12.093% of Seller's 35-5/6% interect) computed as of January 1, 1981, in the Comanche Peak Steam Electric Station Project (hereinafter the " Pro-ject") and in the Fuel acquired for that Project, unto TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. (hereinafter the " Purchaser"), its suc-cessors and assigns, to have and to hold forever, as a tenant in common. For purposes of this Bill of Sale, " Project" means the following,
' to the extent such may exist on the date of execution of this Bill of I Sale:
(a) the Station, and (b) all licenses, permits, rights, and approvals necessary or convenient for construction, operation, mainte-nance, and decommissioning. The Station includes, but is not limited l to, the following: two nuclear steam generating units, each having a I I
I, rating of approximately 3425 megaw'atts thermal, two turbine-generator ~ I units, each having a nominal capacity of approximately 1150 megawatts electric, the railroad, the cooling reservoir and makeup facilities, and all related structures and facilities, together with additions and betterments thereto and replacements thereof, appropriate equipment, transportation equipment, spare parts and initial operating supplies, easements, and any other personal, mixed, or real property which would l properly be chargeable as cost of construction or costs of operation, including all water reserved for the Project, but excluding Fuel. For purposes of this Bill of Sale, " Fuel" means Project nuclear fuel, irrespective of chemical and/or physical form, and rights related thereto, to the extent such may exist on the date of execution of this Bill of Sale. This conveyance is expressly made subject to applicable terms , d conditions of the aforesaid Joint Ownership Agreement, as modified and l amended, including but not limited to the following: (i) The lien for current taxes, assessments, or governmental charges or levies not in default. (ii) The claims of materialmen or mechanics, the payment of which is not due or being contested in good faith. (iii) The waiver by Purchaser of any right to partition, pur-I (iv) suant to Section 3.03 of said Joint Ownership Agreement. The condition that this Bill of o21e shall not be construed as conveying any rights, privileges, or ownership beyond that contemplated in the Agreement. I I l Sollor binda itcalf' to WARRANT AND DEFEND said Project and Fuel l unto the said Purchaser, its successors and assigns, from and against the lawful claims of whomsoever claims or shall claim the same, or any I part thereof, by, through, or under Seller, but not otherwise, subject, , i' however, as aforesaid.' IN WITNESS WHEREOF, this Bill of Sale is executad on the day of , 198 . TEXAS POWER & LIG N COMPANY, SELLER
, By ,
THE STATE OF TEXAS COUNTY OF DALLAS S
~
BEFORE ME, the undersigned authority, on this day personally appeared
!3 , known to me to be the person and officer whose name is subsnribed to the foregoing instrument and
- 5 acknowledged to me that the same was the act of the said TEXAS POWER &
LIGHT COMPANY, a corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein ex-pressed, and in the capacity therein stated.
- GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 198 .
I Notary Public, Dallas County, Texas My commission expires: I I I I
I : I~ ENTITLEMENT ASSIGNMENT CONTRACT l between l TEXAS POWER & LIGHT COMPANY I and TEX-LA ELECTRIC COOPERATIVE OF TEXAS, INC. WHEREAS, Texas Power & Light Company ("TP&L") and Tex-La Electric Cooperative of Texas, Inc. (" Tex-La"), have executed an~ amendment to the Jo_nt Ownership Agreement for the Comanche Peak Steam Electric Station, U. nits 1 and 2 ("Proj ect") ; WHEREAS, TP&L will own an undivided 31-1/2 percent interest in the Project and Tex-La will own an undivided 4-1/3 percent interest in the Project and Fuel and an undivided interest in associated transmission facilities; WHEREAS, TP&L and Tex-La have, concurrently herewith, also executed a.Transmissio'n Agreement, a Distribution Service Agree-ment, and a Power Supply Agreement; WHEREAS, TP&L and Tex-La desire to provide for an assignment of Tex-La's Entitlement Rights.to capacity and energy for a limited ,ga period; J NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto mutually contract and agree as follows: E . I I .
I. ARTICLE I INTERPRETATION 1.1 Definitions. When used in this Contract, the following terms shall have the meanings ascribed to them below:
" Agreement" means the Joint Ownership Agreement, as amer hd, referred to in the first paragraph hereof.
" Annual Period" means a twelve consecutive month period oc-curring within the term of this Contract which shall commence at' a
12:01 A.M. local time on, in the case of the first Annual Period, the first day of the month next succeeding the month in which the Date of Commercial Operation of Unit No. 1 occurs and, in the case of any other Annual Period, on the day succeeding the last day of i the preceding Annual Period.
" Contract" means this Entitlement Assignment Cor. tract.
" Entitlement Rights" means Tex-La's rights as an owner of an undivided 4-1/3 percest interest in the Project to the Net Effec-tive Generation of the Project at any time, pursuant to the Agree-ment, and its rights as an owner of an undivided 4-1/3 percent
$I interest in the Fuel and its rights as an owner of an undivided interest in ascociated transmission facilities as set forth in the Transmission Agreement.
"TP&L's Annual Fixed Charge Rate" is defined in section 3.4 of this Contract.
, " Monthly Charge" means the amoun*. calculated as provided in section .$.6 of this Contract. I I
I "
"Proj0ct Facilities" shall mean the total of Unit No.1 Fac-111 ties, Unit No. 2 Facilities, and Transmission Facilities. For the purposes of this contract, such facilities shall be identified and capitalized by the parties on a consistant basis.
" Tex-La's Annual Fixed Charge Rate" is defined in section 3.5 of this Contract.
" Transmission Facilities" shall be those facilities shown in Schedule A to the Transmission Agreement as such transmission facilities are transferred to completed plant, plus investments in renewals, additions, replacements, and modifications.
" Unit No. 1" means Comanche Peak Steam Electric Station Unit No. I which, together with certain related facilities, shall. con-stitute a 1,150 Mw (nominal rating) nuclear generating unit.
I " Unit No. 2" means Comanche Peak Steam Electric Station Unit No. 2 which, together with certain related facilities, shall con-stitute a 1.150 Mw (nominal rating) nuclear generating unit.
" Unit 1 Facilities" shall mean Unit No. 1 (following Commer-cial Operation) and all facilities necessary therefor and which, for the purposes of this contract, will be capitalized therewith by the parties; nuclear fuel in reactor and spent nuclear fuel both net of accumulated provision for amortization and disposal; oper-ating advances to Project Manager for working capital, materials, supplies, etc. (which shall, after the date of Commercial Operation of Unit No. 2, be allocated equally between Unit No. 1 and Unit No.
2); plus investments in renewals, additions, replacements, and modificati'ons. ,I I
i l 1 l
" Unit 2 Facilities" shall mean Unit No. 2 (following Commer-cial Operation) and all facilities necessary therefor and which, l
I for the purposes of this Contract, will be capitalized therewith by 1 the parties; nuclear fuel in reactor and spent nuclear fuel, both net of accumulated provision for amortization and disposal; oper-ating advances to' Project Manager for working capital, materials, supplies, etc. (which shall, af ter the Date of Commercial Operation of Unit No. 2, be allocated equally between Unit No. 1 and Unit No. 2); plus investments in renewals, additions, replacements, and modifications. Other terms in this Contract shall have the meanings' ascribed to them in the Agreement.
1.2 captions
The captions of the various Articles and sections of this contract are for convenience of reference only and shall in no way modify any of the terms and provisions hereof. .I I I I I ,I I l 8 I
E-l l ARTICLE II ASSIGNMENT TO TP&L OF TEX-LA'S ENTITLEMENT RIGHTS TO CAPACITY AND ENERGY 2.1 Amount of Assignment: A. Tex-La hereby assigns and TP&L hereby accepts the assign-ment of Tex-La's Entitlement Rights to Unit No.1 as follows: Unit No. 1 Entitlement Rights Annual Period Assigned (in %) First 100 Second 90 Third 80 Fourth 70 Fifth 60 Sixth 50 l Seventh 25 Eighth 25 B. i Tex-La hereby assigns and TP&L hereby accepts the assign-i ment of Tex-La's Entitlement Rights to Unit No. 2 as follows: .l;m Unit No. 2 Entitlement Rights Annual Period Assigned (in %) ig First 100
- s Second 90 Third 80 Fourth 70 Fifth 60
{ Sixth 50 Seventh 25
- , Eighth 25 i
The first Unit 2 Annual Period shall commence at 12:01 A.M. local time on the first day of the month next succeeding the month in which the Date of Commercial Operation of Unit No. 2 occurs and will extend through the end of the current Annual l Period if there be more than 6 months remaining in such current Annual Period, but if there he less than 6 months, then the first
- I Unit 2 Annual Period shall extend through the end of the next succeeding Annual Period.
l 1 I : I C. Tex-La hereby assigns and TP&L hereby accepts the assign-
) ment of Tex-La's interest in Transmission Facilities. In each month following the Date of Commercial Operation of Unit No. 1, but prior to the Date of Commercial Operation of Unit No. 2, the amount of assignment in Transmission Facilities shall be the same percentage as the' Entitlement Rights'to Unit No. 1 assigned pursu-ant to section 2.1.A hereof. Following the Date of Commercial Operation of Unit No. 2, the amount r,f assignment each month shall I be determined according to the following formula:
T=A+B 2 whereby: T= Percent assignment of Tex-La's share of Transmission Facilities to TP&L for a month. A= Entitlement Rights (in %) assigned by Tex-La to TP&L in Unit No. 1 during the month.
'I B= Entitlement Rights (in %) assigned by Tex-La to TP&L in Unit No. 2 during the month.
D. This assignment is effective as to each unit of the Project and Transmission Facilities as of the first Annual Period of each unit. Energy generated prior to each first Annual Period of each unit is excluded from this assignment. 2.2 Entitlement of Project Power and Energy:
,I It is under-stood and agreed that TP&L'shall acquire by these assignments the right at all times to request the scheduling of generation and the right to take all generation from the Project and the use of the Transmission Facilities to the extent of the entitlement assigned I
I
'I hereby.
Beginning with the first Annual Period of Unit No. 1, but prior to the first Annual Period of Unit No. 2, TP&L shall be
. entitled to the same percentage of Tex-La's Net Effective Genera-tion as the Entitlement Rights assigned pursuant to section 2.1.A hereof.
Beginning with the first Annual Period of Unit No. 2, TP&L shall be entitled each month to a percentage of Tex-La's Net Effec-tive Generation as follows: y,A+B I where: Y= Percentassigned Project of Tex-La's to TP&L Net Effective Generation in the for the month. A= Entitlement Rights (in %) assigned by Tex-La to TP&L in Unit No. 1 for the month. B= Entitlement Rights (in %) assigned by Tex-La to TP&L in Unit Nc. 2 for the month. ,I I
.I 4 I I
15 .I I I .
- = . . . - . , -__w. _ . _ , , . - _ _ - . ,
I- , ARTICLE III PAYMENT OF ASSIGNMENT CHARGES 3.1 Assignment Payment: TP&L shall pay Tex-La for the assign-ment of Entitlement Rights as per Article II above, (1) Operating charges pursuant to section 3.2 below, (2) A Monthly Fuel Charge pursuant to section 3.3 below, and (3) A Monthly Charge, calculated as provided in section 3.6 below. All charges will commence with. the first month of the first Unit No.1 Annual Period.
- A.
Estimates of the factors set forth in section 3.7 and section 3.8 shall be exchanged by TP&L and Tex-La ninety (90) days prior to each~ Annual Period and, at least thirty (30) days prior to each Annual Period, the parties shall agree on such estimates and the resulting estimated Monthly Charge. Such estimates may-be revised by mutual agreement during any Annual Period. B. In each Annual Period, TP&L shall pay to Tex-La the Monthly Charge for such Annual Period based on the estimated Monthly Charge. Such payment shall be billed for and paid in the manner and at the times provided in section 5.6. C. On or before the last day of the third calendar month aftet the end of each Annual Period, TP&L shall deliver to Tex-La a final statement setting forth TP&L's Annual Fixed Charge Rate for esuch Annual Period. Similarly, on or before the last day of such third month, Tex-La shall deliver to TP&L a final statement setting forth Tex-La's Annual Fixed Charge Rate. D.
.On or before the last day of the fourth calendar month following an Annual Period, TP&L and Tex-La shall, on the basis of I
the final statements described in the, preceding paragraph, agree on
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the amount of the Monthly Charge for each month during such Annual Period. If TP&L and Tex-La fail to. agree on such amount by that day (or such later date as TP&L and Tex-La may agree upon), the matter in dispute shall be promptly referred to an independent accounting firm of national recognition selected by TP&L in the odd numbered calendar years and by Tex-La in the even numbered calendar I years. The costs attributed to review by an independent accounting firm shall be borne equally by TP&L and Tex-La. The decision of such accounting firm shall be conclusive and binding upon the parties. E. If the total amount of Monthly Charges paid by TP&L in respect of an Annual Period pursuant to the preceding paragraphs'of this section 3.1 exceeds the total amount which would have been payable had such Monthly Charges been the Monthly C'harges deter-mined on the basis of actual experience, then Tex-La shall repay the amount of such excess to TP&L within thirty (30) days after the determination of such actual Monthly Charge. If the total amount of 4 estimated Monthly Charges paid by TF&L for the Annual Period is less than the total amount which would have been paychle if such I Monthly Charges had been determined on the basis of actual experi-ence, TP&L shall pay the amount of the deficiency to Tex-La within thirty (30) days after the determination of the actual Monthly enarge. F. The amounts owed by TP&L under this section 3.1 shall be payable notwithstanding the suspension, interruption, interference, I I
l I. l reduction, curtailment, or unavailability of the outpat of a Unit, or retirement or decommissioning, in whole or in part, for any l reason whatsc,ever, and shall not be subject to any reduction, whether by offset or otherwise. G. If either or both units of the Project are decommissioned I or retired, Tex-La shall pay its 4-1/3 percentage share of decom-missioning or retirement costs. The Monthly Charge payable by TP&L j will be calculated as if the Project had not been decommissioned'or u retired. 3.2 Operating Charges: TP&L will pay Tex-La monthly an amount equal to that portion of Tex-La's share of the Costs of Operation under the Agreement allocable to the Entitlement Rights of Tex-La in the Project assigned *hereby to TP&L for such month. Each such pay-ment shall be made on or before the date payments are required to be made to the Project Manager under the terms of the Agreement. The amount of the operating charge will be determined by applying the same percentage calculated under section 2.2 hereof t.io i Tex-La's share of Costs of Operation. Tex-La shall not be subject to a management fee under Paragraph 3.04 of the Agreement appli-
- cable to that portion of Costs of Operation assigned hereby..
A. If any charges included in Costs of Operation are also included as fixed charges under sections 3.4 and 3.5 below for the calculation of the Monthly Charge under section 3.1, to avoid i duplication such charges shall be taken into account only as Costs of Operation. I I
I~ B.
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The amounts owed by TP&L under this Section 3.2 shall be l l payable notwithstanding the suspension, interruption, interference, reduction, curtailment, or unavailability of the output of a Unit, or retirement or decommissioning, in whole or in part, for any l reason whatsoever and shall not be subject to any reduction, whether by offset or otherwise. 3.3 Monthly Fuel Charges: TP&L will pay Tex-La a. Monthly Fuel Charge representing fuel cost allocable to the Entitlement I Rights of Tex-La assigned to TP&L pursuant to Article II above. Such Monthly Fuel Charge will be calculated each month according to the following' formula: F= (X) (G) (C) where: F= Monthly Fuel Charge X= Tex-La's fuel cost applicable to the Entitlement Rights assigned to TP&L per kilowatt-hour generated for the month as determined by the Project Manager and Tex-La. G= Kwh generation from Tex-La's Entitlement Rights during the month of the calculation of the Monthly Fuel Charge. C= Portion (in percent) of Tex-La's Entitlement Rights in the Project being assigned to TP&L, pursuant to section
- I 2.2 above, during the month of the calculation of the Monthly Fuel Charge.
.I I l I I
.I
I~ 3.4 TP&L's Annual Fixed Charge Rate for purposes of this Contact shall be:
, DG + IG - ICAG + AVTG + COFG I- GIGy + GIG 2 + GIGt 3.5 Tex-La's Annual Fixed Charge Rate for-purposes of this Contact shall be:
B=
+ +^ +
GICy + GIC2 + GICt 3.6 The formula for calculation of Monthly Charge to be paid by TP&L shall be:- Monthly Charge = I _ A 2 (Cy ) (GICy )_1 + 2 (C 2 ( 2'
+
r 24 (t ( t+ I 3.7 For purposes of the calculations under sections 3.4, 3.5, 3.6, and 3.8 of this. Contract. A= TP&L's Annual Fixed Charge Rate for Project Facilities, i calculated as provided in section 3.4 of this Contract. B= Tex-La's Annual Fix*d Charge Rate for Project Facilities, calculated as provided in section 3.5 of this Contract. Cy = Portion (in percent) of Tex-La's Entitlement Rights in Unit No. 1 being assigned to TP&L, pursuant to section 2.1.A above, during the month of the calculation of the Monthly Charge. C 2= Portion (in percent) of Tex-La's Entitlement Rights in Unit No. 2 being assigned to TP&L, pursuant to section iI 2.1.B above, during the month of calculation of the Mon.thly Charge. 1
I._ C = Portion (in percent) of Tex-La's Enti+lement Rights in Transmission Facilities being assigned to TP&L, pursuant to section 2.1.C above', during the month of the calcula-tion of the Monthly Charge. DG = TP&L's Book Depreciation in dollars for its ownership interest in Project Facilities during each Annual Period. Book Depreciation dollars shall be determined by applying the most recent depreciation rates adopted and approved by the Texas Public Utility Commission for 'OP&L's owner-
- ship interest in depreciable Project Facilities.
I Texas Public Utility Commission has not adopted and If the approved depreciation rates, then the book depreciation as reflected ir. TP&L's financial statements for such Annual Period shall be used. 1 ICAG = TP&L's pro rata amortization of investment tax credits , ^ received and associated with its ownership interest in Project Facilities. IG = TP&L's property insurance premium expense in dollars i i excluding self-insurance for its ownership interest in Project Facilities for each Annual Period. ) i AVTG = TP&L's taxes accrued (other than income taxes), such as ad valorem taxes, franchise taxes, and all other property-related taxes allocable to Project Facilities during each Annual Period. I l I 'I .
\
I I COFG = TP&L's Total Cost of Funds in percent, calculated as provided in section 3.8 below, times TP&L's weighted average Net Depreciated Investment in Project Facilities during each Annual Period. Net Depreciated Investment of TP&L shall mean its Gross Plant Investment in Project Facilities less accumulated book depreciation as reflected in TP&L's financial statements for such Annual Period. GIG y = TP&L's Gross Plant Investment in Unit 1 Facilities for I each Annual Period. It is recognized that the amounts of Gross Plant Investment will change monthly during each Annual ~ Period; accordingly, the monthly balances will be averaged to determine the total Annual Period Gross Plant Investment. GIG 2= TP&L's Gross Plant Investment in Unit 2 Facilities for I each Annual Period. It is recognized that the amounts of. Gross Plant Investment may change monthly during each Annual Period; accordingly, the monthly balances will be averaged to determine the total Annual Period Gross Plant Investment. GIG = TP&L's Gross Plant Investment in Transmission Facilities I for each Annual Period. It is recognized that the amounts of Gross Plant Investment may change monthly during each i' Annual Period; accordingly, the monthly balances will be avEiaged to determine the total Annual Period Gross Plant Investment. 1 I I I
I - I DC = Tex-La's Book Depreciation in dollars for its ownership interest in Project Facilities during euh Annual Period. Book Depreciation dollars shall be determined by applying the most recent-depreciation rates adopted and approved by the Texas Public Utility Commission for Tex-La's ownership interest in depreciable Project Facilities. If the Texas Public Utility Commission has not adopted and I approved depreciation rates, then the book depreciation as reflected in Tex-La's financial statements for such Annual Period shall be used. IC = Tex-La's property insurance premium expense in dollars excluding self-insurance for its ownership interest in
,I Project Facilities for each Annual Period.
AVTC = Tex-La's Taxes accrued (other than income taxes) such as ad valorem taxes, franchise taxes, and all other property-related taxes allocable to Project Facilities. ITC = Tex-La's total interest costs in percent of all debt issued for Project Facilities times Tex-La's weighted average Net Depreciated Investment in Project Facilities during each Annual Period. Net Depreciated Investment of i
- I Tex-La shall mean its Gross Plant Investment in Project Facilities less accumulated book depreciation as re-flected in. Tex-La's financial statements for such Annual Period.
I . 2 GIC y - Tex-La's Gross Plant Investment in Unit 1 Facilities' for each Annual Period. It is recognized that the amounts of Gross Plant Investment will change monthly during each l Annual. Period; accordingly, the monthly balances will be averaged to determine the total Annual Period Gross Plant Investment. GIC = 7 Tex-La's Gross Plant Investment in Unit 2 Facilities'for each Annual Period. It is recognized that the amounts of ' Gross Plant Investment may change monthly during each Annual Period; accordingly, the monthly balances will be averaged to determine the total Annual Period Gross Plant Investment. GIC = e I t r ss a e ties for each Annual Period. e n ssion Fac h It is recognized that the amounts of Gross Plant Investment may change monthly i during each Annual Period; accordingly, the monthly balances will be averaged to determine the total Annual Period Gross Plant Investment. ST = t Monthly sales taxes paid by Tex-La, if any, as a result i s of the assignment to TP&L. i 3.8 TP&L's Cost of Funds for its investment in Project Faci-lities for an Annual Period shall be calculated pursuant to the-following formula based on TP&L's weighted average cost of capital assumed to be specifically incurred in making such investment in Project Facilities. 'I i I . ww,- ., , , . -,-..-n,, ,
^
1 Weighted Rate I Long'-Term Debt (1) Percent (4) Cost (7) = (1) x (4) Total Cost of Funds (%) (10)' = (7) I Preferred Stock Equity (2) (3) (5) (6) (8) = (2) x (5) (9)=(3)x(6) (11) = ( 8) t (1-CTR) L(12 ) = (9) t (1-CTR) 100% ~
. (13) = (10) + (11) + (12)
Where: (1) = weighted average cost rate of long-term debt (in percent) incurred to finance Project Facilities. Such weighted average cost will be calculated as follows:. I (a) Cash expenditures for Project Facilities during each year beginning in 1972 will be multiplied by the percentage component of long-tern, debt to total long-term debt, preferred stock and common stock equity as of December 31 of the year immediately preceding such expenditure, to determine the amount of such expenditures assumed to be financed l (b) with long-term debt. - The amount of long-term debt assumed to be issued to finance Project Facilities as calculated in (a) above for each year will be multiplied by the percent cost of first mortgage bonds issued by TP&L in each such year to determine t he annual cost of such debt. I' If no such bonds were issued in any year, the cost of the most recent issue prior to such year will be I used. If more than one series of bonds was issued in any year, a composite weighting will be used. (c) The amount of cash expenditures each year for Proj-ect Facilities assumed to be financed with long-term debt (per (a)~above) and the annual cost of such debt (per (b) above) will be totaled. The total annual cost will be divided by the total long-term debt so calculated to determine the weighted average cost rate of long-term debt.
I (2) = Weighted average cost rate of preferred stock (in percent) incurred to finance Project Facilities. Such weighted average cost will be calculated as I (a) follows: Cash expenditures for Project Facilities during I each year beginning in 1972 will be multiplied
-by the percentage component of preferred stock to total long-term debt, preferred stock and common stock equity as of December 31 of the year immedi-ately preceding such expenditure, to determine the amount of such expenditures assumed to be financed with preferred stock.
(b) The amount of preferred stock assumed to be issued to finance Project Facilities as calculated in (a) g above for each year will be multiplied by the per-cent cost of preferred stock issued by TP&L in each such year to determine the annual cost of such pre-
' erred stock. If no preferred steck was issued in f
I any year, the cost of the most recent issue prior to such year will be used. If more than one series of preferred stock was issued in any year, a composite weighting will be used. (c) The amount of cash expenditures each year for Proj-ect Facilities assumed to be financed with preferred stock (per (a) above) and the annual cost of such preferred stock (per (b) above) will be totaled. The total annual cost will be divided by the total preferred stock so calcul'ated to determine the weighted average cost rate of preferred stock. !I (3) = Rate of return on TP&L common equity approved in the I most recent Texas Public Utility Commission rate case prior to each Annual Period. I og
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l (4) , (5) , (6) = Components of capital structure using TP&L's capital g structure on December 31 of the year prior to the F beginning of each Annual Period. (13) = Total Cost of Funds in percent. I and where: CTR = Combined effective Corporate Federal and State Income Tax Rate as in effect from time to time. 3.9 TP&L Does Not Assume Tex-La's Obligations: The assign-ment to TP&L of Tex-La's Entitlement Rights shall not relieve Tex-La of its obligations and TP&L shall not be responsible for and does not hereby assume or guarantee, directly or indirectly, any j of Tex-La's obligations under Tex-La's debt or mortgage agreements or under the Agreement. 3.10 Limitation on Assignment: Other than the above-mentioned i assignment of Tex-La's Entitlement Rights and rights related there-to, no other obligations, benefits, and responsibilities of Tex-La which are contained in the Agreement are assigned to TP&L. I - I .I I
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I - 20 -- ARTICLE IV DEFAULT 4.1 Default by TP&L: The following shall be considered a default by TP&L under this Contract: (a) The failure of TP&L to make any payment when due under this Contract and such failure is not cured within thirty days after notice specifying such default; and (b) The failure by TP&L to perform and observe timely any'of its other obligations or covenants hereunder and such failure is
.E not cured within thirty days after notice, specifying such default, g .
is given by Tex-La to TP&L. 4.2 Default by Tex-La: The failure by Tex-Le to perform and observe timely any of its obligatiions or covenants under this
;I Contract and such failure continues for a period of thirty days after notice, specifying such failure, given by TP&L to Tex-La shall constitute a default by Tex-La under this Contract.
4.3 Certain Remedies: If TP&L is 4.n default under this I Contract and such default remains unremedied, Tex-La may terminate the provisions of this contract insofar as it entitles TP&L to any of Tex-La's Entitlement Rights. Except for such termination, the obligations of TP&L uncer this Contract shall continue in full force and effect. .f Upon _armination as provided in the preceding paragraph, Tex-La shall in good faith and with due diligence attempt to sell and transfer at a fair market price all or a portion of Tex-La's Entitlement Rights covered by this Contract for all or a portion of the remainder of the term of this Contract. If all or any portion I o -
I . I of Tex-La's Entitlement Rights covered by this Contract are sold I
'and transferred pursuant to this paragraph, TP&L shall remain liable to Tex-La to pay the full amount of its liabilities under this Contract as if such sale and transfer had not been made, except thac such liability shall be discharged to the extent that )
Tex-La shall receive payment from the purchaser or purchasers . thereof and provided that if TP&L pays the current monthly amounts due which are not so offset it shall be entitled t.o the Entitlement Rights not so sold and transferred. If either Tex-La or TP&L shall be in default under this Contract, the non-defaulting party may bring any suit, action. or illing year. Such computation, to determine transmission costs in dollars per kw, shall be as follows: (i) Corrpanies' total capital investment in 345 kv and higher voltage lines and related facilities as of the end of the preceding year shall be segregated into total capital investment in depreciable and in non-depreciable investments. Each of such total capital investment amounts shall be di"ided by Companies' 345 kv and higher voltage capacity, being the sum of the following as of the beginning of the billing year, with any unit to be included only after commercial operation thereof: the net gen-erating capability of Companies' generating units as-signed to 345 kv and higher voltage transmission lines, the net generating capability of TMPA's, BEPC's and Tex-La's share of. units 1 and 2 of Comanche Peak, the maximum I
. entitlement of TMPA and BEPC in the output of unit 1 of I
Gibbons Creek and output of unit 1 of San Miguel, respec-
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l tively, firm peak capacity of agreements for a term of one year or longer for purchases by Companies (or any of them) of firm power, plus peak capacity to be transmitted by Companies through 345 kv or higher voltage lines and related facilities of the HV transmission system under contracts with others for a term of five years or longer to the extent such capacity is not offset by such other's or others' construction, at its own cost, of lines and facilities on the HV transmission system. The capacity of Companies' generating units will be determined from line 8 (a) , Schedule Page Nos. 432 and 432A, of Form FPC-1, or its successor and Companies ' supporting documents there-I for, as of the end of the preceding calendar year. Ini-t,ially Companies' generating units assigned to the 345 kv transmission lines and related facilities shall be Big Brown units 1 and 2, Monticello units 1, 2 and 3, Martin Lake units 1, 2 and 3, Valley unit 3, Tradinghouse units l and 2, DeCordova unit i, Morgan Creek unit 6, Graham unit l 2, Comanche Peak unit 1, and, if then in commercial operation, Sandow unit 4. Future generating units of Companies shall be assigned to the 345 kv and higher voltage transmission lines and related facilities if the high side voltage of the main power transformer of such unit is 345 kv or higher. I
I.
. (ii) Companies ' total capital investment in 345/138 l
kv auto transformers as of the end of the preceding year, I . a depreciable item, shall be divided by Companies' afore-said 345 kv capacity. (iii) Companies' total capital investment in 138 kv trar.smission lines cnd related facilities, as of the end of the preceding year shall be segregated into total capital investment in depreciable and non-depreciable items. Each of such total capital investment amounts shall be divided by Companies' 138 kv capacity, being the sum of the following as of the beginning of the billing year: the net generating capability of Companies' gen-erating units (determined from Form FPC 1 and supporting documents as aforesaid) less Companies' loads served directly from 345 kv and higher voltage transmission I facilities, firm peak capacity of agreements for a term of one year or longer for purchases by Companies (or any of them) of firm power, plus peak capacity to be transmitted by Companies through 138 kv lines and related facilities of the HV transmission system under contracts with others for a term of five years or longer to the extent such capacity is not offset by such other's or others' con- . struction, at its own cost, of lines and f acilities in the HV transmission system. 'I !I I 1
. . 1 l
l
. 1 (c) "Companie2' annual fixed charges" shall mean a I percentage, determined separately for depreciable and for non-depreciable capital investments, to be determined annually for
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each billing year based on the books and records of Companies at the close of the preceding calendar year:. Companies' annual fixed charges for depreciable capital investment shall consist of the sum of the following, each expressed as a percentage. (i) The actual cost or interest rate, adjusted to r.et proceeds received, of Companies' long-term debt as of the end of the year calculated as, if such debt had been in I effect for the whole of such year multiplied by the capitalization ratio. The capitalization ratio for long-term debt shall be a percentage representing the propor-tion of total of Companies' long-term debt to the total of Companies' capitalization which, for purposes of this
'I agreement, consists of long-term debt, preferred stock and common eqlity.
(ii) The cost or dividend rate, adjusted to net proceeds received, of Companies' preferred stock ~ out-standing as of the end of the year calculated as if such
.I stock had been outstanding for the whole of such year multiplied by the capitalization ratio for preferred stock determined similarly to that for long-term debt as described in the preceding subsection.
(iii) Cost of common equity determined by a consol-idation, weighted according to each Company's common I
!g equity, of the rate of return on common equity allowed each of the Companies in its most recent rate proceeding before the Public Utility Commission of Texas multiplied by the capitalization ratio for common equity determined sim-ilarly to that for long-term debt as hereinabove set I forth.
(iv) Cost of federal income taxes determined by multiplying the sum of the percentages determined in (ii) and (iii) of this subsection by a fraction, the numerator ,I of which is the federal corporate income tax rate at the beginning of each billing year and the denominator is one hundred minus the'aforesaid numerator. (v) Companies' composite depreciation rates, weighted according to each Company's total investment in , depreciable transmission plant in service for HV trans-mission system lines and related facilities, as approved by the Public Utility Commission of Texas in its most recent rate order applicable to each of Companies. 'I (vi) Companies' actual costs for ad valorem, franchise and similar taxes not related to revenues for the preceding year divided by Companies ' total investment in plant in service at the end of the preceding year. (vii) Companies' actual costs of premiums for property insurance in the preceding year divided by Com-panies' total investment in depreciable plant in service l at the end of the preceding year. Property insurance shall il W . e l ~ include policies insuring Companies against loss for damage to companies' properties by fire, storm, thef t, and I. other causes. (viii) Companies' investment tax credit amortiza-tion for the preceding year divided by companies' total depreciable plant in service at the end of the preceding year. This item (viii) will be a reduction or credit in Companies' annual fixed charges. Companies' annual fixed charges for non-depreciable cap-ital investnx t shall include all items listed above for the annual fixed charges for depreciable capital investment except (v) depreciation, (vii) property insurance, and (viii) amortiza-tion of investment tax credit. An illustrative calculation of Companies' fixed charge rates using amounts from Companies' books and records as of December,31, 1979, is shown on Schedule C. (d) The annual transmission charge shall be the sum of: (i) Tex-La capacity [as per 10'.03 (a)] multiplied by Companies' transmission costs for non-depreciable in-vestment in 345 kv and higher voltage facilities [as per 10.03 (b) {i)] multiplied by Companies' annual fixed charsa rate for non-depreciable investment [as per 10.03(c)]. (ii) Tex-La capacity [as per 10.03 (a)] multiplied by Companies' transmission costs for non-depreciable in-vestment in 138 kv facilities [as per 10. 03 (b) (iii) ] I l a 3 . t multiplied by Companies' annual fixed charge rate for non-depreciable investment [as per 10.03(c)] multiplied by (iii) Tex-La capacity [as per 10.03 (a)] multiplied by Companies' transmission costs for depreciable invest-ment in 345 kv and higher voltage facilities (as per 10.03 (b) (i)] multiplied by Companies' annual fixed charge rate for depreciable investment [as per 10.03(c)]. (iv) Tex-La capacity [as per 10.03 (a)) multiplied by Companies' transmission costs for depreciable invest-ment in 138 kv facilities [as per 10.03 (b) (iii)] and in 345/138 kv auto tr nsformers [as per 10.03 (b) (ii)] multi-plied by Companies' annual fixed charge rate for depre-ciable investment [as per 10.03 (c) ] multiplied by 50%. (e) An illustrative calculation of the annual trans-mission charge, using amounts from Companies' books and records as of December 31, 1979, and assuming a Tex-La capacity, is set forth in Schedule D. 10.04 The annual operating and maintenance charge shall be computed as follows: Tex-La capacity multiplied by Companies' annual transmission operating and maintenance costs. (a) Tex-La capacity shall be determined each year in accordance with Section 10.03(a). (b) Companies' annual transmission operating and mainte-nance costs shall be determined as follows:
-M-
(i) Companies will separately determine from Companies' books and records the total costs for the preceding year of operating and main'taining its 345 kv and higher voltage transmission lines and facilities which are part of the HV transmission system, including the
-lines described in Article IV hereof and any other jointly owned lines pursuant to Section 10.06, Companies' 345/138 kv auto transformers, and Companies' 138 kv lines and facilities, which are part of the HV transmission system.
Such costs will excludr. charges properly chargeable to capital accounts in accordance with Companies' accounting procedures, consistently applied. (ii) Operating and maintenance costs of 345 kv and higher voltage lines and f acilities and of 345/138 kv auto transformers shall each be divided by Companies' 345 kv a,nd higher voltage capacity as per Section 10.03 (b) (i) for the current year. (iii) Operating and maintenance costs of 138 kv lines and facilities shall be divided by Companies' 138 kv capacity as per Section 10.03 (b) (iii) for the current year. (c) The annual operating and maintenance charge to be paid by Tex-La shall be the sum of (i) Tex-La capacity multiplied by the result determined in (b) (ii) of this section, for 345 kv and l 1 higher voltage lines and facilities and (ii) Tex-La capacity multiplied by the result obtained in (b) (ii) of this section for 1
l i 2l 345/138 kv auto transformers plus the result obtained in (b) (iii) of this section multiplied by fifty percent (50%). (d) An example of the calculation of the annual operating and maintenance charge is set forth in Schedule E. 10.05 In addition to the aforesaid charges, Tex-La will pay Companies an amount sufficient to reimburse Companies for any amounts paid or payable by Companies as sales, excise, use or gross receipts taxes, street rental charges, or other similar taxes or assessments (other than taxes based on or measured by net income) applicable to sums paid Companies by Tex-La pursuant to this agreement. 10.06 Tex-La may, from time to time curing the term of this Agreement, join with Companies. in construction projects for trans-mission lines cnd related facilities, hereinafter in this section called "new lines and facilities" to be cwned by Tex-La and Companies, as tenants in common, in undivided interests. The particular projects for new lines and facilities to be so constructed, design and con-struction details and re=ponsibilities, the undivided interests of Tex-La and Companies therein, and the time for payment of costs thereof, will be determined by agreement between the parties hereto. Con-struction and operation of new lines and facilities, except as otherwise specifically agreed with respect thereto, shall be in accordance with the terms and provisions of this agreement. Tex-La's investment in such new lines and facilities will not be a part of Companies' transmission costs to determine the annual transmission charge. Costs of operating l and maintaining new lines and facilities will be shared pursuant to Section 10.04 but Tex-La will bear its pro rata share, in accordance I . with ownership, of major repairs and renewals thereof, the costs of f which are properly chargeable to capital accounts and of costs asso-ciated with claims and suits by third parties, whehher arising from tort
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or contract. If such new lines and faci 1ities will benefit the HV transmission system, as determined by agreement of Tex-La and Com-panies, then the annual transmission charges under Section 10.03 hereof, to be paid by Tex-La for each year or portion thereof after I completion of any new lines and facilities, shall be reduced by a percentage of such annual transmission charge. Such percentage reduc-tion shall be determined separately with respect to each project for new I lines and facilities as follows: (a) Beginning wit.h the billing year following completion of a project for new lines and related facilities, Tex-La will be entitled to a reduction percentage determined by dividing Tex-La's investment in such project by the product of Companies' then replacem,ent cost of the HV transmission system, per kw, multi-plied by the then Tex-La capacity, in kw. Such calculation may ,I be expresced by the formula: percentage = Tex-La investment t (replacement cost per reduction kw x Tex-La capacity) (b) In this section, Tex-La investment in the project shall mean Tex-La's total capital investment (including land rights), in the various components of the project. (c) Companies' replacement cost of the HV transmission system shall mean the reconstruction cost new, without allowance l for age or condition, of the various components of the HV
. l E. .
transmission system including both depreciable and non-depre-ciable properties but e ' ' ding those components excluded for the I purposes of determining the annual transmission charge here-I under. Reconstruction cost new shall be determined by the current Handy Whitmar Index or other method satisfactory to the parties hereto. Replacement cost of 345 kv and higher voltage lines and facilities, of 345/138 kv auto transformers and of 138 kv lines I and facilities shall be determined ~ separately. To ascertain the l replacement cost, per kw, of 345 kv and higher voltage lines and facilities, and of 345/138 kv auto transformers, the replacement cost of each shall be divided by Companies' 345 kv and higher voltage capacity for the . current year as per 10.03 (b) (1) . The replacement cost of the 138 kv lines and facilities shall be - l divided by Companies' 138 kv capacity for the current year as per 10.03(b) (iii), and the result so obtained as well as the replace-ment cost per kw of 345/138 kv auto transformers shall be multiplied by fif ty percent. Replacement cost, per kw, of the HV transmission system shall be the sum of the foregoing calcula-tions for replacement cost, per kw, of the 345 kv and higher voltage lines and facilities, 345/138 kv auto transformers and E the 138 kv lines and facilities. I (d) " Tex-La capacity" as used in this Section 10.06, is the meaning as set forth in Section 10.03 (a) and the then current capacity as determined under such section. 1 (e) While any such percentage reduction shall continue for the term of this agreement and be applicable to the annual I ~ I 2,_
transmission charge for each year following completion of such l project, such percentage reduction shall be redetermined if,
.I af ter completion of such project, Tex-La capacity shall increase by reason of commercial operation of either of the units listed in Section 10.03 (a) hereof or there .is a change in Tex-La's retained capacity therein. Such reduction shall be redetermined E to ascertain the applicable reduction percentage by dividing Tex-1g La's monetary investment in each prior pr'oject (and being the same l investment as used in the original determination) by the product of Companies' replacement cost of the HV transmission system, per kW (and being the same replacement cost as used in the original determination) multiplied by Tex-La capacity (and being Tex-La capacity at the time of redetermination).
! (f) An illustrative calculation of the percentage reduc- . tion and redetermination thereof is set forth in Schedule F. j i 10.07 In connection with the anticipated growth and development of its generation facilities and transmission system, Tex-La may, from time to time, construct transmission facilities, including 345 kv and l higher vo!tage lines and facilities. If any such transmission facil-ities hereinafter constructed and owned by Tex-La shall benefit Com-panies and the HV transmission system, as determined by agreement of Tex-La and Companies, then the annual transmission charges under I Section 10.03 hereof shall be reduced to reflect such Tex-La trans-mission facilities. The particular facilities giving rise to such = credit, the amount and nature of the credit, its duration and actual computation, will be as agreed 5etween the parties and'will depend upon I
- g _ ~ .--
the amount and nature of the benefit or benefits to Companies, whether the benefit is temporary or permanent, whether the benefit is recognized pursuant to the terms of other agreements between Companies, or any of them, and Tex-La, and other pertinent factors. l 10.08 Companies will determine annual charges as soon as practicable after the close of each calendar year and notify Tex-La thereof. Such determination will be subject to review and audit by Tex-La. If either Tex-La capacity or Companies' net generating capability l shall change during a calendar year by reason of a unit being placed in commercial operation or retired, the changes in this Article X set forth shall be redetermined for the balance of such year. 10.09 Companies will bill Tex-La, monthly, pursuant to this l Article X. Pending completion of the annual or other price re- - determination, bills will be based on the prior years' billings. Upon completion of such redetermination, Tex-La will pay or Companies will refund amounts required to adjust payments made pending such re-determination. 10.10 Companies may contract for and transmit power and energy for other entities over and through the HV transmission system including the facilities, described or provided for herein, j,intly owned with Tex-La, and receive and collect charges therefor. Companies will pay Tex-La monthly, or credit sums due from Tex-La to Companies, with Tex-l La's share of all cash receipts collected by Companies as a transmission facility use charge during the preceding month from other utilities attributable to the transmission of power and energy on or through the HV transmission system. " Transmission facility use charges" as used .I. herein shall mean sums collected by companies for transmission of power
- and energy generated by utilities other than Companies, transmitted through Companies' said system, and further transmitted or distributed 1 t'hrough facilities not owned by Companies. Such charges shall not i include any sums or consideration paid Companies for
~ (a) transmission and delivery of power and energy of TMPA or BEPC generated at units 1 and 2 of Comanche Peak or unit 1 of Gibbons Creek, and unit 1 of San Migue,1. (b) construction of facilities to serve present or future customers of Companies or to provide and . improve interconnections with other utilities. (c) sale of power and energy by Companies even though a portion of the sales price therefor includes transmission charge and expenses. Tex-La's pro rata share of such charges shall be the same as Tex-Ls's total book cos.t or capital investment, as of the end of the preceding l calendar year, of facilities it owns in . undivided interests with Companies and included within said HV transmission system (including, for this section, the lines and facilities described in Article IV) bears to the total book cost or capital investment, as of the end of the preceding calendar year, of all facilities included in such system. I Article XI - Additional Transmissi m Services 11.01 Tex-La expects to meet its public utility responsibilities by the construction of generation and transmission facilities including possible joint ownership of future facilities with TP&L and other I I
electric utilities or by the purchase of power and energy. In view of I Tex-La's intentions and possible future agreements .to effect the same, each party hereto shall be free, subject t.o the provisions of Article XVI to plan, construct and own such transmission facilities as it may elect. Companies and Tex-La will consult and advise as to proposed transmission facilities and jointly plan such facilities as seems appropriate to achieve economies, to avoid unnecessary duplication of f acilities and in keeping with each party's plans.and responsibilities. 11.02 If TP&L and Tex-La shall hereaf ter agree to construct and thereaf ter own and operate a generating station or stations, as tenants I in common, Companies will, at Tex-La's request, provide firm trans-mission of Tex-La's share of power and energy from such station threugh the HV transmission system for delivery to Tex-La as provided in Article VI, subject, t.awever, to the execution of a mutually acceptable amend-ment here'to or other agreement providing full compensation to Companies I for their costs including a reasonable return on investment and line losses. l 4 11.03' Tex-La anticipates that it may desire Companies to transmit power and energy through the HV tr.ansmission system in con ~ nection with power and energy transactions between Tex-La and others, in addition to transmission services provided in Section 8.06. Subject to the provisions of this agreement, Companies will provide such transmission services provided that (i) Tex-La makes arrangements therefor with other entities whose facilities are involved in such transmission, (ii) such transmission aervices can be functionally and technically accommodated, and (iii) Tex-La gives Companies reasonable I I I~ cdvance notice of its schedule and reqairements. Such transmission services shall be on terms that fully compensate Companies for their costs including a reasonable return on investment, but such trans-mission services and the charges therefor .shall be subject to any regulatory body having juriediction thereo'f. Companies shall not reduse to provide such services solely because the charges therefor are the subject of dispute. Companies shall not be required to provide any such transmission services which would unreasonably impair the reli-ability of Companies' system or emergency transmission ccpacity. Com-panies shall not bear any losses associated with such transmission. I Article XII - Meters 12.01 Companies shall install and maintain meters required to .I record transmission of power and energy hereunder. Meters shall be maintained at other points of interconnection between Tex-La and TP&L as specified in the Distribution Service Agreement between them of even date herewith. j 12.02 Should any metering equipment at any time fail to register or the registration be so erratic as to be meaningless, the power and energy flowing through such point of metering shall be determined from the best information available. !I !g Article XIII - Records <g 13.01 The parties shall maintain meter records, log sheets and other records as may be needed to afford a record of movement of power . and energy between Tex-La ar.d Companies pursuant to this agreement. is
~ . a.'
Companies will maintain complete books and records of its costs and cxpenses in design and construction of the lines and facilities de-scribed'in Schedule A, as well as of other construction, maintenance and operations performed by Companies for Tex-La as herein provided. Companies will also maintain records of costs and expenses involving l charges to Tex-La hereunder. All such records shall be kept in accordance with normal accounting procedures and will be open to inspection ~by the parties hereto. 13.02 EL:h party will furnish to the other appropriate data, from the records to be maintained hereunder, when needed for settlement, tests, operating records or other purposes consistent with this agree-ment. Article XIV - Billings and Default 14.01 Companies shall bill Tex-La for sums due hereunder at the intervals herein specified or, if not so specified, monthly or upon occurrence, as may be convenient. 14.02 All bills rendered by Companies shall be due and payable within thirty (30) days after the date thereof. Past due oills shall
- bear interest at the rate of 9-1/2% per annum, compounded monthly.
I 14.03 Billings and payrants will be subject to correction, for a period of three years from the date thereof, as may be appropriate as a result of reviews or audits made for the purpose of verification or otherwise. I I 14.04 As used in this Article XIV, " default" shall mean the i t failure of Tex-La or Companies to make any payment or perform any I 4
obligation in the time and manner provided in this agreement. No default shall exist where such failure to discharge obligations (ether I than the payment of money) is the result of an uncontrollable force as herein defined. l ' 14.05 Upon failure of a party hereto to make a payment or to perform an obligation required hereunder, the other party shall give written notice of such default to the party in default. The party in
' default shall have thirty (30) dafs within which to cure such default and, if cured within such time, the default specified in such notice shall cease to exist.
I 14.06 If a default is not cured as provided in Section 14.05, the party not in default may suspend performance hereof. The party in default may, af ter expiration of the period set forth in Section 14.05, remedy such default and pay the party or parties not in default all incidental costs plus interest at 9-1/2% per annum incurred by the non-defaulting party in respect to such default and thereupon such default shall cease to exist. If such default is not cured within six (6) months i af ter the notice specified in Section 14.05, the party not in default may terminate this agreement and may pursue all semedies afforded by law. In addition to such remedies, the party not in default shall have tre right and option, exercisable by written notice to the party in , def ault given prior to the time suc.h def ault is cured, to purchase the undivided interest of the party in default in the transmission facil-ities owned by parties as tenants in common as herein set forth, at a price equal to such defaulting party's cost thereof, less depreciation at straight line rates. Upon exercise of such option, title to the 3 I -- , .
j. I. e I. undivided interest of the defaulting party shall be deemed to vest in the party exercising such option, subject only to obtaining requisite authorizations or approvals. Within three (3) months af ter the requi- i site approvals and authorizations are obtained, the purchase price shall be paid to the party in default less any sums necessary to I reimburse the parties not in default for such default. Upon such payment being made, the party in default shall execute and deliver a full conveyance and transfer of such undivioed interest, free and clear of all liens and encumbrances. 14.07 Tex-La and Companies shall not be considered to be in default with respect to any obligation hereunder if it, or any of them in the case of Companies, is prevented from fulfilling such obligation by reason of uncontrollable forces.
.g The term " uncontrollable forces" W
shall be deemed for the purposes hereof to mean storm, flood, lightning, earthquake, fire, explosion, failure of facilities not due to lack of proper care or maintenance, civil disturbance, labor disturbance, sabotage, war, national emergency, restraint by court or public author-i ity, or other causes beyond the control of the pcrty affected, which such party could not reasonably have been expected to avoid by exercise of due diligence and foresight. Any party unable to fulfill any obligation by reason of uncontrollable forces shall promptly notify the other party and shall exercise due diligence to remove such disability with reasonable dispatch, but shall not be required to accede or agree I j to any provision not satisfactory to it in order to settle and terminate a strike or other labor disturbance. I I I ' 14.08 Failure of a party to this agreement to insist, on any occasion, upon strict performance of any provision of this agreement, I ' including, without limitation, the provisions dealing with def ault, shall not be considered to waive the obligations, rights and/or duties imposed upon any party hereto. . Article XV - Jointly Owned Transmission Facilities and Assignme.nts 15.01 Th,e transmission facilities described in Sections 4.04 and 10.06 shall be owned by Companies, Tex-La and perhaps others as tanants in common. Neither such ownership nor any provison of this agreement g shall be construed to create an association, joint venture or partner-ship or impose a partnership duty, obligation or liability on or with ! regard to any of the parties; nor shall it vest in any party any interest in any asset or venture of any other party now owned or hereafter acquired other than the specific facilities described in Sections 4.04 and 10. 06. In particular, the relationship of the parties contemplated in this agreement shall not be treated as a partnership or other taxable entity for any purpose under the United States Internal Revenue Code of 1954, as amended. For this purpose the parties agree to take any and all actions, including the making of all appropriate elections under Section 751 of said Internal Revenue Code, so as to exclude the application rf all the partnership provisions of said Code. Any I apparent intent tc create by this agreement, or any grant, lease or license related thereto, an association, joint venture, trust or I I . z.
I.- partnership or to impose on any party trust or partnership rights or obligations is expressly negated. l'5.02 Until termination of this agreement, the parties waive the right to partition, whether by partition in kind or sale and division I of the proceeds thereof, and agree that during said time they will not resort to any action at law or equity to partition and further that for l said time they waive the benefit of all laws that may now or hereaf ter authorize partition of the facilities described in Section 4.04 and
; 10.06.
Each deed or other instrument conveying any title or right to any pacty shall contain such waiver of any right to partition plus such other provisions of this agreement as should appropriately be recorded .I in the deed records of the appropriate county. 15.03 The parties recognize that they are governed by and each agrees to be governed by Section 4 (3) of Article 1435a of Vernon's Annotated Civil Statutes of the State of Texas, as amended, in con--
- nection with the rendering and payment of all taxes and assessments attributable to the facilities described in Sections 4.04 and 10.06, or service bought, sold, leased or used in connection therewith, and maintenance, repair or operation thereof (including but not limited to l
- I i n ad valorem ano similar taxes, excise taxes and taxes on ~he sale, lease l I
or :.zsu of properties or services) . This section does not apply to the taxes paid or accrued by the Companies prior to execution hereof. 15.04 Tex-La shall not lease or grant the right to use the facilities described in Sections 4.04 and 10.06 without the prior !I I
E.
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f written consent of Companies. Tex-La shall not sell, transfer, encum-ber, or otherwise dispose of its undivided interest, or any portion 1 thereof, in the facilities described in Sections 4.04 and 10.06 without first offering to sell same to Companies. Should Tex-La desire to transfer its ownership in such facilities o'r any part thereof to any person or entity, ready, able and willing to acquire same, Tex-La shall obtain a written offer from the prospective transferee, setting forth I the consideration and other terms of the offer, and Companies shall have the right of first refusal to acquire all or any part of such interest on similar terms and for similar consideration, which shall be: (a) If the other offer is for cash, whether payable in one 4 payment or in installments, the amount of the bona fide written offer fron the prospective transferee, payable as specified in the offer; or (b) If the offer is not in cash but is in securities having a readily ascertainable market value, the fair market value of the securities offered by the prospective' transferee; or
,I (c) If the offer is neither in cash nor in securities having a readily ascertainable market value, the fair market value of the consideration being offered, or if none, Tex-La's undivided interest in the fair market value of the facilities to be so sold or transferred.
At least seven (7) months prior to the date on which the intended transfer is to be consummated, Tex-La shall serve written notice of its intention to do so upon Companies. Such notice shall contain the F proposed date of transfer and the terms and conditions of the transfer. I I . - , .
1 Companies shall have the option to acquire the interest to be trans-ferred and shall' exercise said option by serving written notice of its ! I intention upon Tex-La within three (3) months after service of the written notice of intention to transfer. Failure of Companies to exercise said option as provided herein within the time period specified shall be conclusively deemed to be an election not to exercise said option. If Companies elect to purchase, such purchase shall be consummated within three (3) months af ter notice of such election or as scon thereafter as requisite approvals are obtained. If Companies do not elect to purchase, Tex-La may sell or transfer such undivided I interest to the person or entity and for the consideration set forth in said notice of intent to transfer, but if such transfer is riot consum-mated at or prior to the time set forth in such notice of intent, then the interest must be reoffered to Companies pursua'nt to this section. The same right of first refusal shall extend to Tex-La regarding the undivided interest, or any portion thereof, of Companies in the lines and facilities which (or an undivided in*.erest therein) are transferred to Tex-La pursuant to Section 4.04 and in any lines and facilities described in Section 10.06 provided that Tex-La shall have no such right of first refusal for transfers to and among Companies, Texas Utilities i Company and subsidiaries thereof nor with respect to any transfer of an undivided interest in transmission Iines and related facilities to BEPC or TMPA pursuant to contracts relating to Companies' transmitting power .I and energy for BEPC or TMPA from Comanche Peak, Gibbons Creek, or San t Miguel. .I
~
15.05 This agreement may not be assigned, in whole or in part, by Tex-La without consent of Companies nor by Companies without consent I of Tex-La, except Companies or any of them, or' Tex-La , may assign, without such consent to any of the following: (a) an entity acquiring all or; substantially all of the electric utility properties and business of the assigning party; (b) an entity merged or consolidated with the assigning (c) An entity that is wholly-owned by the assigning party; (d) An entity constituting a part of the Texas Utilities I Company System. Any such successor or assignee ,to the rights, titles, and interests of a party herein shall agree in writing to fully perform all of the obligations hereunder of such party, and such successor shall notify each of the other parties in writing of such transfer, assignment, or merger, and shall furnish to each party evidence of such transfer, assignment, or merger. Any party that so transfers or assigns this Agreement shall remain secondarily liable for performance hereof. 15.06 Notwithstanding the prior provisions of this Article XV, each party shall have the right at any time and from time to time to mortgage, pledge, create or provide for a security interest in or convey l in trust all or part of its undivided interest in the facilities
- described in Sections 4.04 and 10.06, together with its interest in this agreement, to a trustee or trustees under deeds of trust, mortgages or indentures, or to secured parties under a security agreement, as I ,
- 1
- 4 2 --
l security for its present or future bonds or other obligations or I 1 securities, and to any successor or assigns thereof, without need for the prior written consent of any other party, and without such mort-gagee, trustee or secured party assuming or becoming in any respect obligated to perform any of the obiigations of the party arising prior I to such time as such mortgagee, trustee or secured party obtains, or , 1 assumes the right to exercise, such party's rights in respect of undivided interest or this agreement, or after such ownership or assumption ceases. 15.07 Any mortgagee, trustee or secured party under present or future deeds of trust, mortgages, indentures or security agreements of any of the parties and any successor or assign thereof, and any receiver, referee or trustee in bankruptcy or reorganization of any of - the parties, and any successor by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior written consent of the other parties, except as otherwise provided in Section 15.04 as to purchaser or transferee including purchaser a't foreclosure or judicial sale, succeed to and acquire all "i of the rights, titles and interests of such party in transmission facilities described in Sections 4.04 and 10.06 and in this agreement, and may, subject to applicable law and the provisions hereof, take over or foreclose upon said property, rights, titles and interest of such party. 15.08 Co.mpanies and Tex-La, to the extent obtainabie, shall cause its insurers to waive any rights of subrogation against the other, I E -
1 l E their agents and employees for losses, costs, damages or expenses,. I arising out of the design, construction, opera' tion, maintenance, re-I construction, repair or decommissioning od the facilities to be jointly l owned pursuant to sections" 4.06 and 10.07. Article XVI - Interconnections 16.01 Tex-La agrees that the Companies shall not be required to establish, maintain, modify or utilize any, connection, directly or indirectly, with the transmission or distribution facilities of Tex-La I except on terms that fully compensate the Companies for their costs, including a reasonable return on investment; and in no event shall the Companies be required to establish or maintain any such connection which could, directly or indirectly, unreasonably impair system reliability or emergency transmission capacity, it being recognized that while some transmission may be operated fully loaded, other transmission may be for emergency use ar . oper A either unloaded or partially loaded. There-fore, Tex-La agrees that except for the establishment, maintenance, modificaton or utilization of the connection and associated trans-mission and distribution facilities contemplated by this agreement,- it shall give the Companies reasonable advance notice of any proposal to establish, maintain, modify or utilize any connection which could involve or affect, directly or indirectly, the Companies' transmission or distribution facilities a'nd shall thereafter pay all costs, in-cluding a reasonable return on investment, prior to establishment, maintenance, modification or utilization thereof.
16.02 Subject to the provisions of this agreement and of this paragraph 16.02, the Companies will not disconnect from or refuse to I ' connect their then-existing or proposed facilities with the facilities of Tex-La, used or proposed to be used for the transmission of electric energy in interstate commerce by reason of the interstate character of such f acilities, and the Companies will not prevent Tex-La from estab-lishing, maintaining, modifying or utilizing a connection with facil-I ities used or proposed to be used for the transmission of electric energy in interstate commerce by reason of the interstate character of such facilities; provided that, anything in this agreement to the contrary notwithstanding, in the event Tex-La seeks to establish, maintain, modify or utilize any connection which could affect the nonjurisdictional status of the Companies under the Federal Power Act it shall have first filed an application with and used its best efforts to obtain an order from the Federal Energy Regulatory Commission, applicable to the Companies under Sections 210, 211 and 212 of such Act, 4 , requiring the establishment, maintenance, modification or utilization of such connection. 16.03 The parties agree that it will be impossible to measure 4 in terms of money the damages which may or will accrue to any party I hereto by reason of any failure in the performance of the obligations l hereunder and, for that reason, among others, the parties agree that, in case of any such failure, the aggrieved party will be irreparably damaged in the event that this agreement is not specifically enforceable and, accordingly, the parties agree to specific performance of this agreement in addition to any other remedies which may exist. If any I I -
a party hereto shall institute proceedings to enforce the provisions hereof, the party against whom such proceedings are brought hereby waives any claim or defense that any adequate remedy at law exists. 16.04 In this agreement, facilities of. Tex-La or a connection or interconnection with Tex-La shall inclu'de facili ties of and con-nections or interconnections with Tex-La's member cooperatives. Article. XVII - Term and Other Provisions 17.01 This agreement shall be effective from and af ter execution by all parties and approval of Tex-La's execution by the Rural Electri-fication Administration, and shall remain in full force and effect for a period of thirty-five (35) years therefrom, or, if later, will remain in full force and effect as to electric energy generated by units l and 2 of Comanche Peak until termination of the project as set forth in paragraph 21 of the aforesaid Comanche Peak agreement. 17.02 .This agreement may be amended at any time,upon written agreement of the parties hereto. 17.03 The covenants, obligations and liabilitias of the parties hereto shall be several and not joint or collective. Performance or partial performance by one of Companies or its or their agent or I contcactor of any covenant or obligation of Companies herein contained 1 shall be deemed performance or partial performance by Companies. Companies may, from time to time, designate one of their number or their agent or contractor to perform any of the obligations, to receive all or a designated portion of sums payable to them, to pay sums due from them; or to exercise any of the rights, of Companies hereunder. I I __ ,. _ _,
17.04 All covenants and agreements contained in this agreement shall be binding upon, and inure to the benefit of, the parties hereto I and their respective successors and assigns, subject however, to the requirements of Article XV. 17.05 This agreement, inc3 uding che transfer by Companies or any of them to Tex-La of any transmission line and related facilities, or an undivided interest therein, is subject to regulation and/or approval by applicable regulatory authorities having or asserting jurisdiction. This agreement is also subject to applicable federal and state and local laws, ordinances, rules and regulations. Nothing herein contained shall be construed as a waiver of any right to question or contest any such law, ordinance, rule, regulation or asserted regulatory juris-4 I diction. 17.06 This agreement shall in all respects be governed by the laws of the State of Texas. 17.07 All notices pursuant to this agreement shall be in writing given to the persen or persons and at the addresses from time to time specified b'y each party for notices to it. 17.08 All schedules referred to herein and attached hereto are
- expressly made a part of this agreement.
Article XVIII - Additional Provisions 18.01 Companies shall not, without approval in writing by the Administrator of the Rural Electrification Administcation, use any portion of the funds ma;' available to Companies by Tex-La pursuant to -I i the terms of this Agreement to construct any facilities to be jointly I I owned between Companies and Tex-La which will involve any district, site, building, structure or object which is included in the National
. Register of Historic Places, maintained by'the Secretary of the Interior pursuant to the Historic Sites Act of 1935 and the National Historic Preservation Act.
- 18.02 No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to.
cny benefit to arise herefrom other than the receiving of electric cervice on the same terms accorded other consumers. 18.03 During the performance of those parts of this Agreement relating to the construction of the facilities to be jointly owned by
; Companies and Tex-La or any additions, betterments, improvements or replacements thereto, it is agreed as follows:
(i) Companies or the agent performing such construc-tion will not discriminate against.any employee or applicant for i employme.nt because of race, color, religion, sex, or national origin. Companies or their said agent will take affirmative I action to insure that applicants are employed, and that enployees are treated during employment without regard to 'their race, j color, religion, sex, or nationa'. origin. Such action shall include, but not be limited to, the following: Employment, ,I upgrading, demotion or transfer, recruitment or racruitment , advertisiag; layoff or termination; rates of pay or other forms of compensation; and selection for training, including appren-ticeship. Companies or the agent agrees to post ir 2picuous places, available to employees and applicants f e .ployment, l I
,f notices to be provided setting for':h the provisions of this Equal Opportunity Clause.
.I (ii) Companies or their agent for such construction ! will, in all solicitations or advertisements for employees placed by or on behalf of the Companies or the agent, state that all
.g 5 qualified applicants will receive considerntion for employment without regard to race, color, sex, or national origin.
(iii) Companics or their agent performing said con-struction will send to each labor union or representative of workers with which it has a collective bargaining agreement or 1 other contract or understanding, a notice, to be provided, advising the said labor union or workers' representatives of the commitments under this Section, and shall post copies of the notice in conspicuous places available to employees and appli- ' cants for employment. I (iv) Companies or their agent performing such con-struction will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. ; 1 I (v) Companies or their agent performing such con-struction will furnish all information and reports required by I Executive Order 11246 of September 24, 1965, and by rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and , accounts by the administering agency and the Secretary of Labor I I -. ... . - - - - - , . - . - _ . - --. .- ..
I. for purposes of investigation to ascertain compliance with such rules, regulations and orders. (vi) In the event of Companies' or their agent's on such construction non-compliance with the nondiscrimination clauses of this agreement, this contract will;not be cancelled, termi-nated or suspended in whole or in part but the Companies or said agent may be declared ineligible for further Government proce-I dures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be impc3ed and remedies invoked as provided in said Execctive Order or by r,ule, regulation or order of the Secretary of Labor, or as otherwise provided by law. (vii) Companies or their agent performing such con-struction will include the words, "During the performance of this contract, the contractor agrees as follows:" followed by tne provisions of paragraphs (i) and (vii) (with the word Company + changed .to contractor) in every subcontract or purchase order unless exempted by the rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Companies or the agent performing such construction will take such action with respect to any subcontract or purchase order as the administering agency may direct as a maans :f enforcing such provisions, j including sanc'_lons for noncompliance; provided, however, that in the event the Companies or said agent becomes involved in, or I I I ~
+ -.
is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Companies or said agent may request the United States to enter f into such litigation to protect the interests of the United States. (viii) For the purposes of this Agreement, the term "This Agreement" as used in subparagraph (vi) hereof shall mean those parts of this Agreement relating to the construction by Companies
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or the'.r agent of facilities to be jointly owned by Companies and Tex-La, or any additions, betterments, or improvements thereto. Any such cancellation, termination or c..ispension may be effected only by action of the governmental agency having jurisdiction. In no event shall any noncompliance subject this agreement as a whole
- or any other provisions hereof to cancellation, termination or suspension.
18.04 Companies certify that they do not maintain or provide for their employees any segregated facilities at any of their establish-ments, and that they do no* permit their employees to perform their services at any location, under their control, where segregated facil- , ities are maintained. Companies certify further that they will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they will not permit their employees to perform their services at any location, under their control, where segregated facilities are maintained. Companies agree that a breach of this certification is a violation of the Equal Opportunity Clause in this Agreement. As used in this certification, the term " segregated I
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- l facilities" means any waiting rooms, work areas, restrooms and wash-rooms, restaurants and other eating areas, time clocks, locker rooms and l I other storage or dressing areas, parkin~g lots, drinking fountains, l
j recreation or entertainment areas, transport ation, and housing facil-ities provided for employees which are segregated by explicit directive
~ , or are in fact segregated on the basis of race, color, religion, or national origin, because of habit, local custom, or otherwise. Com-panies agree that (except where they have obtained identical certifi-cations from proposed subcontractors for specific time periods) they will obtain identical certifications from proposed subcontraccors prior to the award of subcontractors exceeding $10,000 which are not exempt fror < the provisions of the Equal Opportunity Clause, and that
. they will retain such certificetion in their files. 18.05 Companies and Tex-La shall comply with (1) all applicable water and air pollution cor. trol standards imposed by federal or state statutes or regulations with respect to facilities to be jointly owned by Companies and Tex-La, and (2) the provisons of any Environmental Impact Statement issued by the United States of America with respect to I any such facilities to be jointly owned, pursuant to the National Environmental Policy Act; and the parties hereto shall take all steps necessary to assure that all actions undertaken pursuant to this
- Agreement by them or their agents are in compliance with the. provisions of this section.
18.06 In the acquisition, construction and completion of
- facilities to be jointly owned by Tex-La and Companies pursuant to this
Agreement, the parties shall at all times take all reasonable pre-cautions for the safety of employees on the work and of the public, and shall comply with all applicable provisions of Federal, State and Municipal safety laws and building and construction codes, including without limitation, all applicable regulations of the occupational Safety and Health Administration. h 18.07 In the acquisition, construction and completion of the facilities to be jointly owned by Tex-La and Companies pursuant to this l Agreement, the parti'es shall comply with all applicable statutes, ordinancr.s, rules, and regulacions pertaining to the work. The parties acknowledge that they are familiar with the Rural Electrification Act of 1936, as amended, the so-called " Kick-Back" Statute (48 Stat. 948), I and regulations issued pursuant thereto, and 18 U.S.C. 287, 1001, as amended. Tha parties understand that the obligations of the parties hereunder are subject to the applicable regulations and order's of 7 Governmental Agencies having jurisdiction in the premises. 18.08 (a) The parties covenant that in the performance of this contract (1) at least the undivided percentage equal to the percentage to be owned by Tex-La of the total cost of the unmanufactured articles, materials and supplies used or to be used in the construction of or otherwise made a part of the facilities to be jointly cwned by Tex-La and Companies shall have been mined or produced in the United States, and (2) at least the undivided percentage equal to the percentage to be owned by Tex-La of the total cost of the manufactured articles, materials, and supplies used or to be used in the construction of or otherwise made a part of the facilities to be jointly owned by Tex-La e
- and Companies shall have been manufactured in the United States sub-stantially all from articles, materials, or supplies mined, produced or manufactured, as the case may be, in the United States. If any article, material, or supplies are partially mined, produced, or manufactured in the United States (said part P .ing hereiaaf te'.r: called the "American Made Portion") and part'ially mined, produced, or manufactured somewhere other than in the United States, then only the cost of the American Made Portion shall be used in determining whether 'the. requirements of the preceding sentence have been satisfied.
(b) At the closing and from time to time thereafter when requested by Tex-La, or the Administrator of REA, Companies shall supply the Administrator or the party so requesting with information and documentation demonstrating that the facilities to be jointly owned by Tex-La and Companies have been or are being constructed in accordance with the requirements of subsection (a) of this section. Upon com-pleting construction of the facilities to be jointly owned by Tex-La and Companies, Companies or the agent performing such construction shall certify to the Administrator that the facilities to be jointly owned by Tex-la and Companies were constructed in accordance with the require-ments of said subsection (a). 18.09 Nothing in this Article XVIII shall be construed to prevent any party from resisting, challenging, contesting or appealing any law, statute, regulation, order or decision of any federal, state or local government or agency which it claims to be invalid, unlawful, arbitrary or capricious.
e o I EXECUTED in multiple counterparts, the date and year first above writt'en. DALLAS POWER & LIGHT COMPANY l
.ATTES e By @tto I ' '
u- o . G. G. d-v~ 0 Secretary ( l TEX LECTRIC SERVICF COMPANY ATTEST: By M) j. //-----
/> ,
Wo .hTsuW8Secretary TEXAS POWER & LIGHT COMPANY ATTEST: By h ;p ( N
/ a ct.,
w e, .
.e
/ A g Secretary TEX-LA ELECTRIC COOPERATIVE -
OF TEXAS, INC. I ATTEST: By / ,( I 7 ' usb SecretaD
' 7 Approved:
RURAL ELECTRIFICATION ADMINISTRATION By ll ', , SCHEDULE "A" , COMANCHE PEAK TRANSMISSION INTERCONNECTIONS l
-4 A. DeCordova Sub. - Comanche Peak 138 kv line; approximately 11.5 miles se of H-frame with one 795 Mcm ACSR circuit and associated right-of-way.
g .
\
- 2. DeCordova S.E.S. '- DeCordova Sub.138 kv line; approximately I 0.76 miles of one 2-804 Mcm ACSR and 2.12 miles of one 795 Mem l 3.
ACSR on double circuit steel towers with associated right-of-way. ! i DeCordova S.E.S. - Comanche Peak 345 kv'line; approximately I 14.4 miles of double cinuit stoel towers with one 2-1590 Mem ACSR circuit in place and associated right-of-way. 4. I - Comanche Peak - Parker Switching Station 345 kv line; approximately 41 miles of ' double steel towers with one 2-1590 Mem ACSR circuit in place and associated right-of-way. . I 5. Comanche Peak - Clebarne Jet. 345 kv line; approximately 28.1 miles of double circuit steel towers with one 2-1590 Mem ACSR circuit in place and associated right-of-way. I 6. Cleburne Jct. - Everman 345 kv line; approximately 23.4 miles of double circuit steel towers with one 2-1590 Mcm ACSR circuit in .
, place and associated right-of-way,
'. 50% of cost of right-of-way and towers for 2nd circuit De-Cordova-(i Benbrook 345 kv circuit (26.1 miles) . -
8,. Add 2nd Comanche Peak - Benbrook 345 ky line; approximately 26.1 miles - of one 2-795 Mem ACSR and 14.4 miles of one 2-1590 Mem ACSR on existing double circuit steel towers. l
- 9. Add 2nd Everman-Sherry Tap 345 kv line; approximately 10 miles of I 10.
one 2-795 Mem ACSR on existing double circuit steel towers. Add 2nd Sherry Tap-Centory (TES) 345 kv line; approximately 2.5 miles of one 2-795 Mem ACSR and associated percentage of cost of existing , tower and right-of-way. -
- 11. ' Changes in DeCordova-Venus 345 kv line at Cleburne Jct. to form DeCordova - Everman and Comanche Peak-Venus 345 kv lines.
- 12. DeCordova S .E.S. ' Sub . - one 138 kv circuit breaker and one 345 kv circuit breaker.
- 13. Parker Switching Station - three 345 kv circuit breakers. 1
- 14. . Sherry Sub. - one 345 kv circuit breaker.
'. Benbrook Sub. - one 345 kv circuit breaker.
l 30WWAN VALLET i l DENTON l ROAMont SULPMUM MONTICELLO I 0' OYSE CITT PARK ER I /6R M Ci.E.u .E ( O ARLAMO ( EVERMAN I COMANCHE /CE PEAK C0A00V4 TRIN10A0 ' ROWN 3TRYME COWAMCME ELW TRA0* O 3E NAC0400CHES 1 M O T IN S-E WA I Au CREEK r'
'k$ogg JEWETT LUFKIN TEMPLE SANDOW giggong
' CRZKX O BRYAN AUSTI ,ALcM LITTON T.M.WHARTON I COMPORT FAY E TT E NOUSTON MAR 10N ZORN pngygg Y W.A. PAR 13 H ggy. ROBINS 0 SAM LIN E % ', AMT 0 t
/
vlCTORg [TN TEXAS NUCLEAR l
; SA ul0UEt #
j i - LON Schedule A i /, MILL C0arus Comanche Peak Transmissicn
- Interconnections Page 2 of 2
i I ' SCHEDULE B TO TRANSMISSION AGREEMENT I TEX-LA RETAINED CAPACITY IN COMANCHE PEAK UNITS 1 AND 2 For purposes of this Schedule B, the terms " Annual Period" and " Entitlement Rights" shall have the same meaning as such terms have in the Entitlement Assignment Contract be-l tween Tex-La and TP&L of even date herewith. Fcr each Annual Period listed below, Tex-La shall .I retain the follouing percentages of its Entitlement Rights in Comanche Peak Unit No. 1 and Comanche Peak Unit No. 2 (beginning with the first day of the. firs.t Annual Period of each such unit):
- Annual Period Tex-La Retained Capacity as % of Entitlement Rights i First 0
Second ~ 10 Third 20 Fourth 30 Fifth I Sixth 40 50 Seventh 75 Eighth 75 I -l Unit No. Beginning with the first Annual Period of Comanche Peak 2, Tex-La's Retained Capacity as u percent of its Entitlement Rights shall be the average of the percent Retained Capacity of Unit Fo. 1 and Unit No. 2. I I l
- I
'I
l
,l SCHEDULE "C" a TO TRANSMISSION AGREEMEITI FIXED CHARGE RATE AS OF DECEMBER 31, 1979
.g Non-5 D*9'aci"6
- o*9'aciab a Property Property 4
- 1. Debt 3.42% 3.42%
- 2. Prefer ed Stock .93 .93
- 3. Common Equity 5.93 5.93
$ 4. Federal Income Tax ((Lines 2 + 3) x 46/54] 5.84 5.84
- 5. Ad Valorem & State Franchise Taxes 1.19 1.19
- 6. Property Insurance .10 X
- 7. Amortized Investment Tax Credit (.14) X
- 8. Depreciation 2.43 X l
i
- 9. Total Fixed Charge Rate 19.70% 17.31%
i:
- I
- I i
'I I . I .E I I l Page 1 of 3
M M M W M M M M M M M M M m' W M M M M Line Ref. 1979 Data Tutal TP&L DP&L TESCo , 1 a Capitalization $4,261,315,198 $2,012,089,750 $ 855,593,996 $1,393,631,452 '
- 2 b Plus: Unam. Debt Expense (7,463,112) (3,856,309)_ (1,896,313) -
3 Total Capitalization Adj. $4,253,852,086 $2,008,233,441 (1,710.4901 *1,391,735,139
$ 853.883.506
~
4 5 1. Debt: 6 c ontstanding Dec. 31, 1979 $1,943,230.576 $ 949,643,425 $ 375,181,864- $ 618,405,287 7 b Plus: Unam. Debt Expense (7,463 12) (3,856,309) (1,710,490) (1,896,313) 8 Total Debt Adj. $1,935,767,464 $ 945,787,116 $ 373,471,374 5 616,508,974 9 Annual Interest Requirements $ 155,618,869 $ 74,052,615 $ 24 t752,337 S 46,813,917 10 11 Line 9 + Line 8 = 7.52% Embedded Cost (Average Interest Rata) 12 Line 8 + Line 3 ' 45.51% Percent of Capitalization 13 45.51% x 7.52 - 3.42 14 15 2. Preferred Stock: 16 d Outstanding Dec. 31, 1979 $ 535,657,624 $ 256,112,235 j[104,721:530 $ 174,823,859 17 e Annual Pref. Div. Requirements $ 39,510,599 $ 19,480,864 $ 6,570,935 S 13,458,800 18 19 Line 17 + Line 16 = 7.38% Embedded Cost (Average Div. Rate) 20 Line 16 + Line 3 = 12.59% Percent of Capitalization 21 12.59% x 7.35 = .93 22 23 f 3. Common Equity $1 12,426,998 $ 806,334,090 jf375,690,602 $ 600,402,306 24 - 25 Line 23 t Line 3 41.96% Percent of Capitalization 26 g Commoa Equity = 14.16% Composite Allowed Return 27 41.90% x 14.16 = 5.93_ 20 Ad Valorem and State 29 h 5. Franchise Taxes $ 52,783,648 $ 16,870,351 $ 17,630,880 $ 18,281,917 30 i Electric Plant In Service $4,453,538,008 2,041,663,467 $ 951,998,346 $1,459,876.195 31 32 Line 29 + Line 30 = 1.19% i 33 34 j 6., Property Ins. (Less Self-Ins.) $ 4,467,683 $ 1,861,665 $ 980,371 $ 1,625,647 35 k Depreciable Plant S4,378,129,527 S 2,010,922,000 $ 924,070,527 S1,443.137,000 36 37 Line 34 + Line 35 = 0.10 38 39 1 7. Investment Tax credit $ (6,048,000) $ (3 1145,000) $ (972,000) $ (1,931,000) m vi 40
$S 41 Line 39 + Line 35 = (0.14)
E. 42
" Ea 43
- 8. Depreciation:
O*_ 44 k Depreciable Transmission Plant _$ 712,323,000 $ 391,581,000 $ 123,723,000 $ 197,019,000 w rE 45 g Depreciation Rate - 2.43% 2.83% 2.18%
~ 46 $ 17,311,793 $ 9,515,418 S 3,501,36i~ 4,295,014
CA '~"P-':*~ F V/ . ?q'; . . s ^~~.
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,, -lMAGE EVALUATION
~. ,Y TEST TARGET- (MT-3).' -
L. , I l.0 gin itu
- Sm S m Ea 1
l-l $ 5 M l M t.: 1
=/ !g L2 5 Il.4 1.6
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$ 8 $77 ef.(
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- I References to Schedule "C" Transmission Agreement (a) F.P.C. Form No. 1, Statement A, Page 111, lines 13 + 19 (b) F.P.C. Form No. 1, Statement A, Page 110, line 34 (c) F.P.C. Form No. 1, Statement A. Page 111, line 19
. (d) F.P.C. Form No. 1, Statement A, Page 111, line 2 i
(e) E.E.I. Uniform Statistical Report, Page 4 (1) ! (f) F.P.C. Form No. 1, Statement A, Page 111, lines 1 + 10 (g) TESCO-PUC Docket No. 1903 TP&L-PUC Docket No. 1517 DP&L-PUC Docket No. 1526 I (h) F.P.C. For n W.1, TPSL Page 222, Lines 14 + 16 + 23 DP&L Page 222, Lines 14 + 15 + 16 + 20 and I Page 222-1, Lines 3 + 4 + 5 TESCO Page 222a, Lines 3 + 4 + 5 + 15 (i) F.P.C. Form No.1, Statement B, Page 113, line 3 (j) F.P.C. Form No. 1, Page 419, Line 154, Less S.E.C. Form 10-K, Sch. XII. (k) F.EI Uniform Statistical Report, Page 10 Sch. IX (1) EEI Uniform Statistical Report, Page 4, Sch. III(h) I I I - 1 I I I Schedule "C" w-
.I.. .
SCHEDULE "D" I' TO TRANSMISSION AGREEMENT Sample Calculation of Annual Transmission Charge I Per Article X as of 12/31/79 10.03 (a) For purposes of this calculation, " Tex-La capacity" assumed to be 50,000 kw 10.03 (b) (1) Companies' total capital investment in 345 kv lines and reisted facilities is $314,511,000 for depreciable investment and $6,760,000 for non-depreciable investment. Net Generating Capability of Companies' generating units assigned to I 345 kv is as follows: B'ig Brown #1 and #2 1,150,000 kw Monticello #1, #2 and #3 1,900,000 kw I Martin Lake #1, #2 and #3 Valley #3 Tradinghouse #1 and #2 2,250,000 kw 375,000 kw 1,340,000 kw I DeCordova #1 Morgan Creek #6 Graham #2 775,000 kw 500,000 kw 375,000 kw 8,665,000 kw For purposes of this calculation, BEPC's capacity is assumed to be 313,700 kw and IMPA's capacity is assumed to be 300,000 kv. CALCULATIONS OF COMPANIES" 345 KV TRANEMISSION COSTS: 345 kv Depreciable - , S314,511,000 (8,665,000 + 50,000 + 313,700 + 300,000) kw
=
$33.71/kw 345 kv Non-Depreciable -
(8,665,000 0b0+313,700+300,000)kw = $0.72/kw 10.03 (b) (ii) Co=panies' total capital investment in 345/138 kv autocransformers as of December 31, 1979, is $34,808,000 (depreciable).
$34,808,000 I 9,328,700 kw
=
$3.73/kw Page 1 of 3
I 10.03 (b) (iii) Comp 1niss' tocol capital inv:st= nt in 138 kv trtnt;aiscion lin;s 3 **
- cnd rolttid facilitiac ma of DIcemb2r 31, 1979, is $263,929,000 for diprcc11bla invratm:nt end $18,314,000 for non-depreciable investment.
Companies' Net Generating and Purchase Capability as of December 31, 1979 17,406,408 kw Add: Tex-La Capacity 50,000 kw I BEPC Capacity 313,700 kw TMPA Capacity 300,000 kw Less 345 kv Lcads at: Nucer 44,955 kw Alcoa Palestine 22,162 kw Cer *.ury 51,300 kw Total 138 kv Capability 17,951,691 kw CALCULATIONS OF COMPANIES' 138 FV TRANSMISSION COSTS: 138 kv Depreciable - I $263,929,000 17,951,691 kw
= $14.70/kw 138 kv Non-Depreciable -
$18,314,000 = $ 1.02/ke 17,951,691 kw I 10.03 (c) From Schedule C, annual fixed charge rate for depreciable and non-depreciable properties as of year-end 1979 are 19.70% and 17.31%, respectively.
I 10.03 (d) (1) Tex-La capacity as per 10.03 (a) = 50,000 kw Companies' non-depreciable investment /kw in 345 kv as per 10.03(b)(1)= $0.72/k Coenanies' i'ixed annual charge rate for non-depreciable = 17.31% (50,000 kw) ($0.72/kw) (.1731) = $6,231.60
~
10.03 (d) (ii) Tex-La capacity = 50,000 kw S 1.02/kw as per 10.03 (b) (iii) 17.31% as per 10.03 (c) (50,000 kw) ($1.02/kw) (.1731) (.5) = $4,414.05 10.03 (d) (iii) Tex-La capacity = 50,000 kw
$33.71/kw as per 10.03 (b) (1) 19.70% as per 10.03(c) ,
(50,000 kw) ($33. 71/kwl(.1970) = $332,043.50 10.03 (d) (iv) Tex-La cat. ty = 50,0,00 kv.. I $14.70/kw at er 10.03 (b) (iii)
$ 3.73/kw as per 10.03 (b) (ii) 19.70% as per 10.03 (c)
(50,000 kv) ($14.70/kw + S3.73/kw) (.1970) (.5) = $90,767.75 I Schedule "D" Page 2 of 3 I
' 10.03 (e) Annual Transmission Charge =
Sum of 10.03 (d)(1),10.03 (d)(ii),10.03 (d)(iii) and 10.03 (d)(iv)
$6,231.60 + $4,414.05 + $3324043.50 + $90,767.75 = $433,456.90 I
I I I I I i I I I I . I I I I I I Schedule "D" Page 3 of 3 I I _
SCHEDULE "E" ' TO TRANSMISSION AGREEMENT ANNUAL OPERATION AND MAINTENANCE CHARGE SAMPLE CALCULATION BASED ON YEAR ENDED 12/31/79 HV Transmission Compat.ies System 0&M 5 Op Expense (kw x 1000) $/lGJ 345 kv Lines (Including Land) $ 611,000 9329 0.07 145 kv Switching Station (Excluding Transformers) $2,144,000 9329 0.23 345/138 kv Trar.sformers $ 603,000 9329 0.06 138 kv Lines (Including Land) $2,915,000 17952 0.16 I 138kvSwitchingStaEton (Excluding Transformers) $4,382,000 17952
~
0.24 Net Generating Capability of 345 kv Component of HV Transmission System Big Brown #1 & #2 1,150,000 kw I Monticello #1, #2, & #3 Martin Lake #1, #2, & #3 Valley #3 1,900,000 kw 2,250,000 kw 375,000 kw I Tradinghouse #1 & #2 DeCordova #1 Morgan Creek #6 1,340,000 kw 775,000 kw 500,000 kw Craham #2 375,000 kw Companies 345 kv = 8,665,000 kw Tex-La Capacity - 50,000 kw BEPC's Capacity = 313,700 kw I TMPA's capacity = Total 345 kv Capacity = 300,000 kw 9,328,700 138 kv Companies' Net Generating and . g Purchase Capability 17,406,408 kw g Add: Tex-La Capacity BEPC's Capacity 50,000 kw 313,700 kw TMPA's Capacity - 300.000 kw (3 Less Loads Served at: Nucer 44,955 kw l g l Alcoa Palestine 22,162 kw Century 51,300 kw l l$ aotal 138 kv capacity = 17,951,691 kw l 5 l Annual 0 & M Costs (per Section 14.04) = l l W (50,000 kw)($0.07/kw + $0.23/kw) + (50,000 kw)($0.06/kw + $0.16/kw + $0.24/ke)(50%) = S26,500.00 I Page 1 of 1 I _ _ . - _ _ _ _
SCHEDULE "F" TO TRANSMISSION AGREEMENT ILLUSTRATIVE CALCULATION OF PERCENTAGE REDUCTION I As per 10.06 (b) For purposes of this calculation, assume Tex-La's investment is
$500,000 during 1979.
As per 10.06 (c) Assume a Handy-Whitman Index for depreciable transmission plant equal to 1.935. Non-depreciable transmission plant index assumed equal to 1.0. Using data listed in 10.03 (b)(1) through 10.03 (b)(iii), Replacement Cost per kw of HV Transmission System as of 12/31'7C is the sum of the following calculations: 345 kv Lines and Related Facilities ($33,71/kw x 1.935) + ($0.72/kw x 1.0) = $65.95/kw 138 kv Lines and Related Facilities I and 345/138 kv Autotransformers [(S3.73/kw x 1.935) + (S14.70/kw x 1.935) + ($1. 02 x 1. 0) ] x 5 0 % =
$18.34/kv Replacement Cost /kw = $65.95/kw + $18.34/kw = $84.29/kv As per 10.06 (d) For purposes of this calculation, assume Tex-La capacity is 50,000 kw.
As per 10.06 (a) Percent Reduction = $500,000 + ($84.29/kw x 50,000 kw) = 11.86% As per 10.06 (e) Assume Tex-La capacity increases to 100,000 kw, Percent Reduction (Redetermined)
= $500,000 + ($84.29/kw x 100,000 kw)
- 5.93%
i - 1 l I lI lI
__ _ _A. a -, a_ ,, a _ m _..A & _.-.- .. _ I I I I I I .I [ EXHIBIT N i .I i I I I ' I I lI I
- I
- M M M M M M M M M M M M M M M M M M M TEX-IA EIECITtIC 000PEPATIVE T 'IEXAS, INC. ..
ANMXSIS T HEM 3ER COTS - STATISTICM, DNIA EUR '11E YEAR DOING IEGM3ER 31,1980 CD WS i Cherokco Deep floustm Jasper- Rusk Sam Mxxl llouston County 'Ibtal County East County- _@_ (bunty
$14,819,551 $6,209,397 47,294,435 $5,726,989 $18,076,172 $9,106,924 $67,030,890 Operating Revenuo $5,797,422 10,213,718 3,972,681 4,445,651 3,694,852 12,237,069
- 5,348,298 43,937,528 Ibwer Oost 4,025,259 195 0 37 9 26 35 302 Miles Tranmtission 0 4,782 3,225 2,424 2,337 4,879 2,729 22,434 Miles Distrilution 2,058 11,631,297 36,231,294 19,041,584 18,183,440 14,332,744 41,080,353 20,911,960 161,412,672
'Ibtal Utility Plant 9,055,458 27,237,901 14,147,020 12,959,747 11,916,578 30,726,630 17,380,616 123,473,950 Net Utility Plant 10,429,218 31,104,896 16,151,137 18,570,330 14,lR9,994 40,776,483 20,039,115 151,261,173
'Ibtal Assets 53,139,478 32.0 35.9 15.9 51.0 -34.8 42.5 21.6 35.1
% Equity (t Assets)
' 88,768,111 67.3 59.4 69.7 47.9 58.2 49.8 72.7 58.7
% L.T. Debits 10,524 26,091 12,016 14,549 13,130 40,577 14,960 131,8*7 lb. Meters tu. IMll Purchased 131,570,500 395,277,636 139,203,376 203,512,400 166,644,669 520,445,972 238,946,315 1,795,600,868 tb. IM11 Sold 114,577,926 359,763,623 122,848,916 184,424,162 146,973,686 441,920,911 216,629,867 1,587,139,086 36,478 102,147 32,793 53,070 47,841 135,475 58,827 466,631 4
Mrxinza Dcmuri (IM) m . M E z i
. . se"Je
=
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!I !I lI ll EXHIBIT O lI
'I I , I I l I I ' I I _____ _ _ __
I TEX-LA dLECTRIC COOPERATIVE OF TEXAS, Inc. ~ I PHONE 713/275-5341
- P. O. BOX 479 , SAN AUGUSTINE. TEXAS 75972 I
I TEX-LA 0F TEXAS - MEMBER COOPERATIVES Long Term Loans Ten Year Period Ending December 31, 1980 . I REA CFC Total Cherokee County Electric Coop. $ 5,426,000 $ 2,166,000 $ 7,592,000 . Deep East Texas Electric Coop. 13,472,000 5,005,000 18',477,000 Houston County Electric Coop. 7,193,000 1,691,000 8,88'4,000 Jasper-Newton Electric Coop. 7,946,000 3,005,000 10,951,000 Rusk County Electric Coop. 5,183,000 1,786,000 6,969,000 Sam Houston Electric Coop. 12,854,000 4,437,000 17,291,000 Wood County Electric Coop. 12,369,000 5,290,000 17,659,000 (64,443,000 $23,380,000 $87,823,000 I . e I I lI il
~
I I ' EXHIBIT 0 (
m .,----,- m_- a - - - - - - -- .e. . I I I I s I I I I I EXHIBIT P I I , I I I I I I I I ! I.__-___. - - . . ~
I I it n,
-x.. r..m., r . n u . s. ,.,w.o v eu. e i. e e ra, - m u.ve w. , ,, - t- pl ll. .
us--
.; - ._ . ,w.a A,,, a y$NANCIAl. AND STATISTICAt. REPORT I 7OO
- F SORROwsm Des 4GMATiON for .J.s. Dc.*A2Tb: TNT OF ACRieus.Tunt. mtA. wAsHcNCTON.D.C. 20250 Texas 89. Houston uOf.TM ENOer.G AEA Wst Osgy oNGT R UcTtor.Ss 3 .a.d .r8ci A .ad / r p e ./ 8 Ads N#.,8 8. A%
8,"nfiO*""'Nis'.I*"" '*""* Deceaber ')1,1980 I .- IN PART A. STATEMENT OF O'PERATIONS VEAm.TO.DATE Dec. 1979 evoQtT THet LAsT vtAA THiS vtAm uoNTM' I e e . *e
, s. oursuasaw.av. a rm,.a.s c iim . . . . . . 5.115.265 6.@9.197 e 428.000 bo1 9An
- 2. p.-= pr.ewau.a t am . . . . . . . . . . . . .
s.cm.tpur< andre m ............. 3 OS2,017 i 'l.772.681 _ 27*L 512 102.710 I a. , t. ...............
- s. omriewii.a Eme.a - oew.u.a . . . . . . . . .
- s. onumuu.a E= maw - usas a.a
- v. coa mn Aa t -= . . . . . . . . . . . .
98.229 246,318 99, nm 270.751 588.718
,,, ,e4 15.901 15.992 m ey, 4R.R51 42.161
.,., o a 7.2 ci.u.m. sw.is.
I e i.e ra u.am t.u ..................... 22.762 31.452 2.101 3.797 s.s.intan==...................
- s. Aaununn. a c.anw anna . . . . . . . . . 436,434 518.287 48.182 %.104 no. T.is ow.u.a a usat.a.ac. tae.a. ta inn on. 4.108.827 5.599.065 371.447 474.471 I it. o is.T..E
,.u.a s Am.,unu.a Ene.a
->,.priv..............
s s. T.s t. am - osa . . . . . . . . . . . . . . . as. iain.n .a i as Twm Dani . . . . . . . . . . . . 469.486 35.836 30,733 259,586 550 AB6 46.814 35.367 464.948 40.Rio 2.816 1.538 21.407 ho 1h1 6.5s4 4.296 40.0 s s 10.291 i r I is. iain cu,s.e i. ceasu su. ace.m . . . . . . < i e i e 9 5 en i suiai. it. -oinw............. 73,796 45.085 11.928 21.tho as.ci=,o. oui ................. 7.473 12.795 217 200 as. Tois c .: .r Eacie.s sw.=. cto sam tsi . . . . 4 cA < 'rto 6.744.664 b rJ2 919 (o s: on iti9.526 ( 515.272) (96'1991 (i W t21) I ar. eur.an.c. w s oo.,.i.as uveias t aa.s asi a s n.a o.w.na, ungsa.-iain.se . . . . ... 32.624 36.454 1.278 1: 2sa '
- 19. Anw.ac. F., P.nas U e Du,6ag Coastruu.m .
no. n a oewn.as uusias-oian . . . . ..... 5,208 ( 4.192) ( 6 51} ( vni
- 21. ceawni.a & T,.umi s a casits ca mis . . . .
I at.t osaw caise cr.ein L me.an. es,sa.ae. . . . 8,082 1.735 150
- . Ente reawysi.m.................
as. o.u.a ca.,d w uusia car in,u a23 . . . . . 195.440 (501,275) (21.497) (101.540) aa. c aine.u.a. <w o sw.6s. N.t inch. e in ' tierie Eaw,, a a . ! PARTB. DATA ON TRANillS$10N AND DISTRIBUTION PLANT.. i vt A a. TOC AT E YEAm.TO OATE Twis vs. a iTsu LAsTvtan Twas vtAm iTru LAsT vtA.: [ . o j cue 612 625 -s. wan T,.a.m.u a n n
- i. u so m c j
- a. s. .wn a.u,.. 19 3 s. una ouer==ue 3.110 1.222.008 j 7==S"'**""" 3 1.110
- 2. Tew s. *m ia w. 12.057 12.544 i
..ic.s n Eue.sa=am 528 529 4. m
- E,=*=8 (S *"7) 3,133 3.225.118 l
CERTtFICAT60N We huel,y cutify that the entries in this report and in REA Form 7a ifsuch form is attached hereto are in accordance witkthe accounts and other records of the system and reflect the st.stus of the system to the best of our knowledge and belief. jM/ _ j j Januan 15. 1991 A. E . . . A_, A,.,
-,e si - A,. a . .. .. . -
l .-
"/- A _,,,,#C/ Janua n 15. 19si oATE sIGNeTumt OF M ANAGEm REAF.,m i A 7 79 P.E. ! .f 2 enn i
EXHIBIT P I P00R ORIGIMI.
I I I 7 Sg }. , usoA-aca
^
i unnowat ucsic. rien O I gae- TEXAS 89. HOUSTON
,f,$, [ FINMCIAL AND STATISTICA . "P0:1T monTnLaoino nan u:.c oe. v EsTaucreoss -see nem courtm as-l. D ECDtilEM 31, 1980 PA.3T C. SALMCE SHEET I ASSETS AND OTHER DetlTS
- t. Totat utmer punt sa sweice . . . . . . . . . ..
- a. ceasar a.ea wer= la prestees . . . . . . . . . .
1R.s90.n71 460.711 19.041 M4 LlActuTl33 AND OTHIA C7. EDIT 3 a s. am.ne.ime . . . . . . . . . . . . . . . . . ,
**. Petreasse caene . . . . . . . . .,. . . . . . . 2.965.3.'8 p;3 _2 7s
,,,o,,,,,,,,,,,,,,,_,,,,,y,,,,,,,,,,
- a. Teta Uuura iaat at + ) . . . . . . . . . . . .
I 4. Ace.ai. pre ea ser one'receu a ene Amort. .
- s. Met Uusity Maat (3 ~ 4) . . . . . . . . . . . . .
- s. teonutmir Property - Peet . . . . . . . . . . . .
6#6#6 O^ 39 eel
~
'as. o orenne uersia.-Curr w veer '. . . . . .
- 29. Peen operesaae asargsas . . . . . . . . . . . .
so. otner aserosas and me.ause . . . . . . . . . . at. Tets naarsuis a newnies cas tana aos. . . . (533.537) 32,262 18,307 2.5U 335
- 7. n ent.la Asses, ors.*atreasse caestas . . . . . 9.595.215 0 % 767 I a. saast.in Asses, ors.oiner.Generes runes . . .
e.1 ta.est. in Amees. CrW- . el Puaes .
- s. other savestmente . . . . . . . . . . . . . . . .
to.seesaa Feess..................
- 32. Lean Term oest acA (not3 . . . . . . . . .
(pey . __ " - -
- 33. Lean-Ternt Dent = otaer . . . . . . . . . . . .
- 34. Totes Long-Term Deet.(33 e 33) . . . . . .
t 1.657.270
- 11. 2 5 2. 48 5 I82 I
a1. Teus oiner preeerty a ia.essmaats to snre toi . ss. Noen pavenne . . . . . . .,........ I ^ 35.1 Assewatsparame.............. 2.162.021-
- 12. Cash .ceneral runes . . . ..........
- 36. Ceanumers Desesses . . . . . . . . . . . . . . 30a782
- 13. Cash
- Construstlen Punes Tnsates . . . . . . . 85.502
- 14. SaesiasDepeests .............. ... 37. otner Current a Ascrued usensuma . . . . .
2,282,305 a s. Te,aserary e estmenu . . . . . . . . . . . . . sa. Tess current a Aserves uanmue cas inns 37 I 4.164 3,o.,,,,,g, ,,,,,,,,,,,,,,, 53,712 is. meta nue.nwe . not . . . . . . . . . . . . . . 593.557 ,,,,,,,,,,,,o,,,,,,,,,,,,,,,,,,,
- 17. Accewats nuaivasse. Not . . . . . . . . . . . .
490.840 3,c,,,,,,,,,,,,,,,,,,g,,,,,,,,,,,,, as. unteams a suesume. Emetrie . . . . . . . . . . 10;814 sa. Tets u muun a otner cruns ta + s4 e sa ts petwise a s eenee.otner . . . . . . . . . . . 99.211 ,.- u,. . 16,151,137 I sa. preeeyrnents . . . . .............. at. o.ae, curreat a Assevee Amets . . . . . . . . .
- 23. Total Current a Asarwee Assets sta tnns 213 . .
- 23. Deferree Oostes . . ... .. .... ..
12.706 1.391.295 76.640 3 c , rent Asseuto current uses.naue smas:
, u,,, ins a twues as s et Amets pa+asietoo
.61
.16
.59
' 24 te*ai art.tn n Otner De9tt f 5
- 11. ??
- 2M - 16.151.137 es. LeM Ter'.e Debt n % o r me at ohm e too .
PART D. CONSUME 3 SALES AND REVENUE DATA TMis asonTM vE Am-Toa. OAT E n A. pee. ne. i wn sei. Aa o a. i class or seavict ree.se, n=, ice
- e. as
**"588 Aa*"a' ne.m. aim a, ams cm ae serv. cua= Leu.e cum,uuuv.
I
, e e e e a a
, s. nei.maum ssu te=ca maos 11,459 5.953.246 323.600 2.867 11.164 78,896.745 4,289,755 g a. nes eeaum sa.= sweeaes
! s. i,risation son 52.406 158 510 12.041.906 6n ,464
- 4. cenam. s ene somv^.r = 504 1.001 316 I
l
! s. cea.=. t iaevs *.or soi vo 53 2.717 A57 117.092 10 46 31.910.265 1.238.143 i s. puoi.e s:.r. Han=, tentae.
! 3. osae- sun t. nonae A in.
; s.sen en an i+nsA more. . I I l i s. sen en ness +ctaers
. no. Tew son er out, Eastsv is tar = ss
; a n. oian ocetrie ne.ea e 12,016 r
9,672,119
<r 493,098 182 3,035 e
11,720 122.848,916 6,199,36Z 10.035 w I 493,280 ti. ed<'~ x < 6,209,397 I l ta. Tow ne e tti . PART E. kWh AND kW STATISTICS
'\
. Tru vtAn To o4T:-
l ircu vnes aronTw e vtan-T.o. cart THis a.4onTH e I 8 s. wet mwn ca me .
- 2. ***
- massa .
- 2. inim*aase w.v. .w .
! a. Tem iiwn ta inc. ) .
. 10.518.456 10,518,456 139.203.376 139,203.376
- 6. oeric e u.e . . . . . . . . . .
- 7. Tew va%*e=at
- P*r to Le:s s a si. ... .
- 8.
- meat sr tem te at7+enenoa eg37 a
o 16.35r.46c i 1 2*.' 0 I
- e. us.s=.. Demaae tavt . .
25.057 32,791 5 md*m.we. 9.672,119 122.848.916 to. uom. we.a us.im. o u ono, e . 07 pa,e a se ea2a l ach Fum 7 no. N3 l lI 1 'I P00R ORIGINAL
a -. -.s- -- - --- - 'I I I I I I ! I
- I I EXHIBIT Q I
!I i l I I I lI
- I
!I I I
I I I L. .-,-..-e..,,.....-._._,,w....E . f, T & 11 W IE * . usuA n. '4,, e I en 4 FINANCIAL AND STATIST 8 CAL REPORT somseo.etm ots GeeAvtore ""*"***" g'* g }gg to u s. no PAme,rur se s or AcusCuo ruut. s*E A. Assiseensus..stC. mw Te ns 75. Cherokee
. s m.. a .e==.s==sde er=>.==#e ees.mAA. un rn a noeno REA usa ona.v
.e ut.e u.ce..e. s w..a e.4a.s I
See M A 4 p es. e s. . s- he th.1* 11_ 1080 PART A. STATEMENT OP OPERATIONS VEAm.To.oATE ITEas Twot LAST vtAA THes vtAR eeuoGET onTH I i, o. mass , m 2.P wp..e s
- 3. C.se .8 Pt.r.8u8*4 8 E.
a Pee 8
- e. Ca.Md . . . . .
e.............. J,ena,,ta.en
, nn, tae 11
. D C.,?o ,,A,,.of A n,e ,to Ao
. e A,1,1ea Ar 90tEeo er I
~ ' ' '
- 4. Te a.s =*ea Es e. . . . . . . . . ......
S. ossar es Ea a = o.w. tee. . . . . . . . . . 11C ,tt eJ TAC ntR 10 1J A1A 1C
'I 4 .'o6 stet as Ea6..t. as.a.e a . . . . . . . 10 t' t,e Cf1 ,tA ,1, M1 4A~f5 A 1 Ac
,C e eA E. e............ ,,,;,,A ,A
,.A;,,. a ,t;,,, ,,
F.: C.es S.r . a.e t.o., I s E. ... . . ........ ,
.,n..-
,..n., -
*s'"E=**"*- - -
- 2, h' '2
.u,an. a c ,-5y447.n . . . . _ .21.,st
- e. A t.
. Ea 2 _1. , n. n.a. . ,. ., e. n. ,. , n. ,. ,. . n. e. .,n.
no. T.eas O easa a " - e. a2 a.ees 99
., ,i,, age.ea.
e , n. s. ,, , ,. e. .e . z. .9 m.,a.,e.
, c,n ,. ny an. . .e .
I
. ti,,ati_nn ii.o .c.. aA uam E. . . .. ,.,af,not_1A i s. T.. E . p..r.i, .
vi _.. 41.711.16 '6,91'.e' t,a,a of
,,S_ ., n.av. a.
.ai. . m e .
i s. v.. E. . . . te . 1.,.,e _,.. ,.n_e,. t , v . o . . ,. ,,, i .. . .. . _,n . e. . ___,11a.i_n -- t , , m. a.. im .a C a, i. C unau C I
. . . . . 1 i e i e i <
is i=..aE. e.-c. .... ......
.e.n ,. ..e ,.. e , ,,
_. a , s_ ta. . n ,_ ... 1..<.<. is.o o . . .. .. is.T.imC.u.sti was nei.n.nu.. ,
,,, ..,..n.n1,,. . .e ,,1. n , , , . n. n.
. in. g,m.
ir. en. C am a o mi., u.r om isi ,,_,,,n_.en t,
, n_
,a o, i_ e_ n_ . A, I
..,n..,.
i s. n o .u u-, - . a . . , ,, .
..e n. ..._n. ...31 no. A . p. r eu ow., C a. n .
re.n o n = ,=.-on.=. . ... i,,31 Si.C .em afea.: - Ca.6sd Ce. mas . .. I as.: os ca.aed Cr.e'es a P.tr e. os.4 es . . . ,,
. . n. n. a. . n. .n , e , n. ., .. n. n.
2 2. Esis .e..ry so.ma . .. . ..... l s, ...n C..na . a. n s u sn . .
--4s 41., . .,,. ....n.....
.r. a ,.e o s ,.. ..a, ...
. ,><. e . . .. ..
E. . E.. .. - . PART B. DATA ON TRANSMIS5 TON AND DISTRIBUTION PLANT VEAR TOCATE VEAR TO-oATE IIthe L.Alf V E AR THIS VEAR ITEM LAST YEAA THtS VEAR I a . .
,( s . C. ,,, i. - 1,-
.. s u .. , g, ,!;,
.. o . - , noA
., nu
,. o w_ --
- 3. r . . . . . . ,,,n,, ,, y t w - E,- cu. . r> , nu
.,_.n. .,, n.._
I
. ....E....s... , ,, n, t,cA, --
CERTIFICATBON , , , . . We l><rrley tret.fy el.at alor' entries i.e el.is wg..rt .u I a ' ItI.A i'orm 7a if s~cle for e is .ett.tl.ed l.ereta nte ion accord.nnte aritin sl aceaannes
.o.I ant.cr treonis ..) stor sprem .,os.I n fL. .;.e se.ana u.] sier sporu. n.* si.e lovss ..] ..ur Lo.a. ele.lge .uollaelsef.
. * /
')/
/ rr . ' et,#/ ) ' .I.nuarv 90.10 A1
$sCn45yeaE oF oFFsCE MAe.AGIR Ost account Acet 'oAid.
I -
*REA8 .se i R # 79 sag #e A f u E op as ANAG E R oAIE Pag. i .8 2 p...e EXHIBIT Q P00R ORIGINAL _.
I
'. )1.i ..
is& * ,m ,% usoA--a sA monnowanoe.ason as g d[./ Texas 78. Cherokee I
. l y . .* *PINANCIAL AND STATISTICAL REPORT Q.' monTwanome December 31, 1980 MEA vss onty
- 6 sTaveTio s-sts asA suusTm isa.i. l
) =,
PARTC. BALANCE SHEET l I a. V.is utmermeae 'n s=w ASSETS AJeO OTHER DEBITS
- a. cea.ir eu.a wwt h. Progr e . . . . . . . . . .
11.562.797.83 68.499.58 11.631.297.41 as. - as, n
,,,o,,,,,,,
LIABILITIES AMo OTHEJB CAEDITS a ..................
- caen.a . . . . . . . . . . . . . . . .
.,,,,,y,,,,,,,,,,,
112.530.00 3,103,363.5C l
- a. T.tm utmer meae sa e a3 . . . . . . . . . . . .
I 37.079.91 pe.w e., o n.a.es 2.s7s.no.62 ,,,o,,,,,,,,,,,,,,,,_c,,,,,,y,,,,,,,,, As ao Amne. .
- s. n.: utstypt e(3-43.............
- 39. p ca.r.aane mergnes . . . . . . . . . . . . 24*I23.26
- 6. n a.tmer pr.serty = n. . '. . . . . . . . . . . Se. otnerhe.rgtas.adEcsses .......... 10.575.42 p..i an orvra c nsi..... 62 327.E2 as. Tee.s a a E as tas one. sos. . . . 3 287.672.18 7^7 00 'sa, naas. Term o e naA in=> . . . . . . . s . 4.885.023.50 I a. sa m. m. Am o,,xann.o ,m r ass . . .
e.a in s. in Am.a. -e thw 81.272.15 . . .
. - P es . -
2,128,82[.'43
- o. oin , in ua==en . . . . . . . . . . . . . . . . sa. L aeew= ones . oiner . . . . . . . . . . . .
t o. sa sies reaes . . . . . . . .'. '. . . . . . . . . U" W ' 'se. Tete u.a's Two o . (sa . sas . . . . . , 7.W.M.H
- 54. T t s otner pr ,ty a : en to use. Sep . 38 n e.s psy.K . . . . . . . . . . . . . . . . .
e i aa. can . o we r.aes . . . . . . . . . . . . . . ^104.358.521 m3A ,,,,,,,,,,,,,,,,,,,,,,,,,, 1,023.50 18,585.00 I sa. cum.Ceaar su r . T, . . . . . . . w. caam.m.n o mas .' . . . . . . . . . . . . . ar. oine con.at a Aes, e u.nmu . . . . . 106,210.83 l
- se.g sieo ....... . . . . . . . . . . -
- s. T.mewwy sa im at. . . . . . . . . . . . . . -
18.000.00 3 , y,,, e,,,,.no a As rie.e usadwas insis 37' I25=819.63 l
*ts. net.:n .n............... no. owere.eca. mas................ 1.880.00
- 17. As ats a w e e4. . n.e . . . . . . . . . . . . 578.332.92 ,,,. o,,,,,,,,,,,;,,,,,,,,,
- 18. u. tert.as a sweeit . fJ. stets . . . . . . . . . .
ela.c.aensisu.a. In Ale .e c e,isstsee . , . . . 395 70 ea. Tm i u.muni a oisier c,. mis asa + sa+ n - no. unwins a s eu .oiner . . . . . . ....
.so.pr ev ais...................
3 I40 '25 *~m- 10.429.217.74
'I a1. otan evn.at a A sa. 7.t s c.,reat a Asw e A es am in= at: . .
2 2. owwe.e o.mu . . . . . . . . . . . , . . . . .
.e A.=en . . . . . . . . .
P4 Tet.f A rt. t L O**.r D.ad?s f 9 11
- f 2
- in .
C" "" In a70 717_74 u cun.ae A es e. cwen.e u na, neu. tam +ss:
- 44. usesias a Ee.inie. = m ee Am.u a1+a ) too Le :Twm O t n % ee .u.at f 3.&11 100 .
734% 32% 60% I ; CLAs3 OF $EnytCE e n.s.o.ias PART D. CONSUMER SALES AND MVENUE DATA
*** 3**8 TMeshOnTM
^****8 e'-J A.g.r n Vf m A-TO-oATE mwa se.e C. ists A= ae
' C sa.isi.J ser.ms. n e S. ee. seesta.s sere. f I a. m.seeau.e sma t.= =.u
- 3. n.ms.au s se s 3.'vvv w +v.ar
- 4. ce==. s eae.-So va w =
9aevtta n 3.076 o o,e M1% A At7.e:77 184.560 793.096 711 A71 nA 6.784,60 28.388.46 3M2 12 9.704 2.893 503 96 997.006 2.08C2460 10.569.818 3.127.681.7 70.791.0 348,113.6 l s.ce=a a eae. w so.w. 54 K11.761 20.530.39 50 4.883.142 195.006.2 47.100 1.665.?
~
' s. nw.s sa.a se.a..v t atas 40 4.000 151.28 39 r.oenwse e. m.= A.ea. ,
- s. s e n acA e.,.
- e. s.= .o.
io.Teim s .e si.am sawsw es iam s: 10.524 8.150.944 297.675.77 364 10.296 114.577.926 3,744,257.f- _
- si.ou w ouvis m a ~ v.u v. . 173.504.83 - - -
2.053.163.0 n a. Tem aio . ins % x ^ m cwa" 471.180.60 ^ + ' ~ :++' e "** 5.797.421.f l
- PART E. kWh AND kW (TATISTICS- *
=
'. ~
ITEM THis 68oNTH ITEas TMis 4 oetTH YEAm.TO.DATE. YEAn T.O-oATE m 1.n.===c.awa .... s.o,,isev .......... I a. hwa pi.,ian.e .
- s. sae-<a .wa . n. . .
- 4. T.ed kwa in in,. 23 . . .
.... 9.698,200 9.698.200 131.570.500 131.570.500
- r. Tem ua se L s a si. .
- o. u.. o rw
- a. em.ae s,wwa L.utr++s soo v.wi . .
1,547.256 15.95% 24,844 16,992.574 12.92 I 36,478 7 ,I
* **N *wa see . A.1Kn 944 114. 977. 9 M t o. w.a'a wa.a w.e=== o**.a. (* d-mEArwmy - m y.re ., , ,
p.e. a e a e
. . .. ..-. i J .
1 ~ -- -- , . , . , , _ . . - P00R ORMM , _
y ,_ I I I lI l I ;
,I . ! EXHIBIT R I
lI I I I I I I I
.i
I I .-e,.,,s . ,0.e . .a ,a ,- a
.~ .au , e. -.m , v,e
. e' re, M,bes t v.,, ,-
is
. usoA-nu I . FINANCIAL AND STATISTICAL REPOR To u.s. OEpAarufnf or AcaicutTunt.nEA wAseeencTon.oi,20tse ensTavCr e orieente one re , ee,.se er eaa.op e se asA.
sommowEn otsionATion Texas 125 - Jasper anonTH EnoenG nib MEA usE onov s.eaa.o n o asa men,.are een e.neween eons,war.s. I na a see-a. December 31, 1980
- -. .. .a PART A. STATEMENT OF OPERATIONS VEAm.To.DATE TDMS ITEse Twas vEAR SUOGET hooN TH I
LAsf vtAn e e a e
- 1. Operatias me. ease & Paarenese Coonas . . . . . . 6.402.911.94 7.294.414.96 99A_744.00 490.111_22
- 2. pe.w presucuea Empense . . . .........
- 3. Cees et surtnesee pe=*r . . . . . . . . . . . . . . 3.566.482.21 4.445.651_09 305.536.00 149.100.25 I e. Tr:- - E ssease . . . . . . . . . . . . . . .
S. Destrieuuen Espeaes - Ooereuen . . . . . . . . .
- 4. Dentreewteen Espones-maeantenance . . . . . . . .
. 7. Ceam mer Assemats Emmenee . . . . . . . . . , . .
d_Q11.7n Sin _094_71 4RR.760_44 285,920_g4 M tin nK 201.41 A _01 n40 119_M1
*20.24g_11 21.460_no d A 100 no 2q,lig.nn SA _110_14 A1_Q7A.KM 13,q7q_ng I
7.1 Custeerer Serwece one taform.Onensa Espease ... ..... ........... 7n.9dn_70 A9_11A_R1 in_ Ann _nn 'A_AA1_M1
- 8. Sasse Essoase . . . . . . ..........
- 9. Aemia*etrative & Generas Empense . . . . . . . . . MR4_n%4_67 AAR.n%1_OR MR_ Man _nn AM_174.ni l
- 10. Totas oseratie= & uasa:eaanse Esseams ta thns 9). M A_171 7Q K_1A7.QKK AQ 17 A _ n1 "F nn RAG 7m? SK I I An4_7n? 11 AM4_ A7A .11 AA A71 no K1_ntA KA !
II. Doorestaties & Amortaaeuen Essenes . . . . . . . II. Tea EAeGase - Preserty . . . . . . . .... . Ml KIA i1 $$ $5K 3A M nnn nn M%C 7A E
- 13. Tee Essenes- Otner . ............. K4 %AA nt K1 n?7 Kn A_Onn nn 4.M?n.SQ
- 14. taternet sa Leagater= Deet . . ........ S11_7MA it 944 n17 SA 1A itn nn 9m Kta nn 1 d47 n71 ( t d I
14.1 laterest Caerged to Cemetnesteen Cseest ..... t 1 t ) 1 2 sat.rne E..eaes -Ot.ier . . . . . . . . . .. I s. Other Deauctlene . . . . . . . . . . . . . . . . . 7_M7M M1 id _11 A 7K 9 Knn nn 1M 7KK 90 0
- 16. Totas Cost of Electres Serwece (le taeu 15) . . . . E_Q1A_KnK_1A 7.746 F9A 47 RKM_AQn nn KK7 110 77 8
- 17. Petronego cee8*an & Oserettag asergeas tt a wiws tep d61_qo7_76 f- 7_d%4.Ani f- K_7d6_nni f- 177_ nnA sn1 1 I Is. hea Operatsae Marssae -laterest . . . .
- 19. Amewease Poe Punes unee Dunae Cemetructlen .
- 20. Men Operatang Margene - Otner . . . . . . . . . .
- 21. Generetsen & Treaemesessa Casatas Crosets . . . .
.. 47 91M in 9 11 1 On A71_7QA 71 110 A eLo C )
K nna nn t_ An1.MSQ 99 1.199.00) 0 1 I I 21.1 otaer Ceestas Creests & Paaremage Os.eeenee . .
- 22. Estraeretaar? Ste#as . . . . . . . . g . . . . . . .
- 23. Petronase Ceestas se u es6ae 117 enne 223 . . . . .
- 24. Caatstowtieae for Does serwece Not encowees la 559.436_76 610.298_27 f- 746.00) 22R_12%.72 I
Electret Energy Ae.eawes . PART 8. DATA ON TRANSMISSION AND DISTRi&UTION PLANT v g A m.TocA TE VE AR To-DATE STEbs LAsT VCAR TMssVEAR BTEM LAST vtAR THIS ve'.A A o e a e 7s3 7 eig s. maae. Trea.=ieuse 1g 17
- s. me. s ees Coaaectee
- 2. s-. wee nee"** 215 259 8"""****rC- -
2.336 2.164
- 3. Tew ser.ica ia m ca 17.668 18.250 '"""S""'""--~^2- - - - -
23 23
- a. rese ae - _ : es.o.r> ,_1qq ,_,,,
I
- e. seie serwes iE.ce. se.sene 1.417 1_ggq CERTIFICATION We hereby cert.fy that the entries in this report and in REA Form 7e if such form is est. ached hereso are tre accord.ance wirls the accomets
~ end orker records of the syste snd reflect the status of the systeme to the best of our knoerledge med beGef.
Y . eslaw% A SaGNAT//E OF OFP#CE asANAGE A On ACCOUNTANT
.A*
DATE
/.2 N h 8- M -
I h1 / eat or wA=AGEn cATE n E A r e.a. r " ','y, me
// To=. e. l ee a eseos
' P00R BRIGIML
I I I g.k'*(;./I -p @ I ' o 3 '- usoA_nsa FINANCIAL AND STATISTICAL REPORY
- eonnowan oasicaAi. a va m, , 37s - am,e.,
uonTn taoine December 31, 1980 naA uss oe.sv esTaucT' ores-ses era suuETin tea-i. PARTC. BALANCE SHEET ASSETS ANO OTHan cEstTs L1AssuTIES MeO OTHER CAEDITs
. Tom'uinny maat ta sewee . . . . . . . . . .. 17,112,344.6 Ss. .................. 193,995.00 1,071.095.8 ,,, as, pureasse Caenaa . . . . . . . . . . . . . . . . 8,513,151.48 I
- 2. Coastewsties were en proeress . . . . . . . . .
IE'183'440.42 ,,,o,,,,,,,,,,,,,,,,,e,y,,,,,,.,, 25.499.97 L Team utnuy maat (1 + 23 . . . . . . . . . . . . f- 2.459.96)
'i ' "- " as. oeerst emarsaas-Curreat veer . . . . . .
- i. wn, pre.isen ser c- - me m . 730,480.86
- 6. Nie uttuty maat (3 -43 . . . . . . . . . . . . .
^ - -
- 29. Nem oserettae Mereus . . . . . . . . . . . .
3e. otner uareine ene Eeustees . . . . . . . . . . I9'100.13 I NeautMNy Freeerty a Met . . . . . . . . . . . . 9 478.767_48 57.726.03 31. Telm unevens & saunus tas tam 343....
'. savees. In Asene. org,peareamos caenas . . . . . -
O- 33. Lane Teren Dent REA (Mee) . . . . . . . . . I=392*Ib3*47
- 6. savest.la Assoc.Org otner.Generes Puaes . . . q ea rmees .
1.832.680.03 g,,,,,,,,y,,,,,,,, y s.: sa. t. in Amese.c . '^ "^ I 00' 93
- i. otner ta ese rneats . .e . . . . . . . . . . . . . .~
- 33. Laae.Terus Deet oten* . . . . . . . . . . . .
I I"^ -
- 34. Teens Leae.Tsan ceos. (s3 e S83 . .'. . .'. . d ' E89 0414 2
- 3. sessies Pwees . . . . . . . . . . .". . . . . . . d nn 11 A _ N , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,
- 5. Tetas otner preserty & sa.esammats (e enrw tag ,
' 35.1* - = Pevenee..............
*. Caen . General Puaan . . . . . . . . . . . ..
- 34. Ceae.mers Deseases . . . . . . . . . . . . . .
37'.199 4 305. M 47 L Caen . Coastrusteen Fames. Trustee . . . . . . . I A IU " 3.. other Curroat & Aasmee Liseds~=es . . . . . I
- a. specLes Deeeerts . . . . . . . . . . . . . . . . .
#*M 34. Totas Cur one & Asesees Lasemateaud3s ensu 37' I97 E91 R9
- n. T**eeracy : _a............. 4.830.40
- 39. D*rerred CreAta . . . . . . . . . . . . . . . .
- 6. Met.s Rate 8taaet . Dest . ............
971 777 1I 4e. uncounesise oeerstas me orves . . . . . . . P. Assevats nece.seee. nee . ..... ..
* ' e1. Centrtautione he Ate of Cameer.=e**= .....
- 1. untertase & sweesee . Electets . . . . . . . . . . .
I #.I I7 43. Totas Lisetuses & other Ceeens (31 e 34
- 34 8 u4tertaes & sweeues. Other . . . . . . . . . . . l A "O "O I 9 E9 '" EG "*"-
- 6. Preseveeats . . . . . . . . . . . . . . . . . .
E W M
. otner Charent & Aesruee Assets . . . . . . . . . 7 74 1 EM A- " 43 Curreat Assets to Current Lletek Rette (13+383 1M Mi M 44. saarenne & teussten se n se Assees t3 +34)agee 91
". Totae Curreat & Actruse A in aots (13 tem 213 . .
I 1 Deterree Deens . . . . . . . . . . . . . . . . .
%7n.119 1M el. LoM To.m Doet as % or 8" eat f14+11 e 109 . _44
_ Tetal 4,te's & P.er coe*ts f1 a 11 e 22
- 211 PARTD. CONSUMER SALES ANP REVENUE DATA T*.es poMTw vtaa-To.OATE I
me. paas ==ai A.o> me. twa sese Amew* class oF stavtCE no. ame.cas *** 5**8 A'****8 en*e seavine serv. Cwmusetsee Curauene servene a e e e e n e 1 nMa 11.acA t a A _ t?n _ v A q_M1M n%1_1A
. m.sseeatis sues teac8 8**e.3 11.A19 i n .14 7. q77 u ?_7o1 Am
. a.weeanas seen seseeaes 1_ no; A A77_in7 9n_ coa in MA7 1 nT7 o_777_ini a77.444_90 S 39 Agn 1_77n la I
. trMe**'ea s**e -9 inn ST S1 1
. com.a. & ias.-souv A e' ** 678 1.021.511 44_969.44 167 670 11.938.370 618.639.66
. Ce==. h iae 4 w sonvo 58 958.328 39.905.04 6 57 11.770.357 487.953.00
. punne st.6 Hie ae Loneae 10 6.113 277.22 8 8 73.072 3.387.73 otaw s e muece A.en. 11n 17n . 7% q_794_11 1M lin 2.577.184 146.419.41 I . sas re, a se rer nam +ota.
E * * ' 1 '"a 'i e e A se,r. Tetse sees er Eimuns 14.549 13.031.894 485.757.42 1.904 14.398 184.424.162 7.220.921.35
+ 71 sii1.61 I
otew outrie a e . a eigi nn gon_111 33 .+ . M * ' tem 7_7qa,41a_ac Tew ito o ssa - e2 4
~
A '. PART E. kWii AND kW STATISTICS v r.A m.To. OAT E. I attu Twis poreTee
' "i : ITru Tw'es u.ow?M vta n.To oA Ts e a e
- s. ornco use . . ..... 7s_nnn 395,2c0 met hw= ceaccee . . . .
mwn Pwrenn.e . . .. 11.776_7no 701.M17.anq 7. Teest unaccewa'*e i er entercnease men . net . . 64 Lan s & ol. . . . 719_nnA 1R 647.01M I Totea mwis ta inew 33 . . . 701.8il7.400 8**'***'3F8"***'*I" 'i% 9% 11.776_700 W~ ' e pesimumo eenet=ws. 17_ gin a;1,07n T*'*****s***. I1.n11 A4a 1ma_a91 1 r.S l e Me a"P"**a * * * * **** C'"* ** D'**'*8 - 7 A. .. . . . . .u......_.. I P00R ORIGINAL
-- - - . w & --- -.-1-- --m - i -- - - --
_ _ , p.., _ m I I I I lI I : I I EXHIBIT S I 1I I 1E iI I I lI 'I
.I I - s--- - --- -..e- -- --m-wwm- mm+--%m.eawe _ _
I I I ,, usca-aEA FI,NANCIAL AND STAUSTICAL etEPOMT A %sse Aeer d nonmowEn oEs cnArioes
^ * " " * * ' " -
I n u.s.pEpAarwEn r on A4.nicutwnE. nEA.was.einatom.o.c. rosse if AuC7iO*ese 3.eande oriene f.ad else.r e.eeos et thes r e.rf se AEA.
- U*e"a*.1**MI"
TEXAS 103 POLK heONTH ENoiNG DECEMBE R 31.1980 8EA usE oNbV PART A. STATEM;NT OF OPERATIONS I ITEne ' LAs? YEAR VEAA.TO-oATE THis YEAR SuoGET 1.430,736 H
. oow.ua, m c us . . . . . . 15.333.826 18.076.172 I
a p irea
- r. p.. Pr ewu.a E=e aw . . . . . . . . . . . . . '
L c t heen we p e . . . . . . . . . . . . . .
- 391.804 , j ,237.069 1.273.800
- s. Te asa eimea E=e.ae. . . . . . . . . . . . . . . .
- i. onarievo.= Eme.aw - oewe i.a . . . . . . . . . 164.160 437.151 15.880 I 1.124.428 1.063.673 f1.951)
- s. osserie.a.a Es e.=. - hassatea.ae. . . . . . . . .
- r. c am..w Accewats Eme.aw . . . . . . . . . . . . 677.079 712.438 61.966 7.1 conomw sw. ice sae it.termetimam E=-w ..................... 48.640 5.716 21.924 3.86I I
s.sm Ene w...................
- s. 44awaenrau e a ce==m Eme aw . . . . . . . . 860.569 978.297 149.20.1
- s. Totm oe .inea s umateasace tnes ga inm en. 1? 179.209 15.541.884 1.524.614
- a. o .cieu.a s A=.<iusu.a Ene.a . . . . . . 1.162.172 1.265.814 110.117 127.942 170.014 16,013
- a. T.. E sm.e - pre ,tv . . . . . . . . . . . . . .
I a. T.. E.. - osaw . . ............
- s. entw e sa Lea,T== o . . . ........
e.1 satw.. cnws.e i. ceasia.cu. ace.est . . . .. a.a ca i E= e.aw - otn= . . . . . . . . . . . . . e 68.465 859.924 i e 74.762 964.216 33.654 i e i e 5.369 79.32i
.!O.793 3
15.607 1.339 15 I s. osaw o.ewu.as . . . . . . . . . . . .....
- s. T.is eni .e Ei.ctne s.,. ice sto in= ts: . . . . .
- 7. p.isoa c eits a oewanas uwsme rs aemis ts:
- a. Nea oewanag Macpr s -latw.sa . . . . . . . . .
14.613.319 720.507 653.749 18.051.683 24.489 683.001 1,756,242 (325.506) ( 10.1121
- s. An . ace p., a.aes une ouria, caan=cu.a .
I o. m oew ua, wwcas - oin.r . . .
- n. c
.u.a a trea.,ainni.a caestas ce.eies . . . .
1.1 otaw caests creens a Past
- 2. Estreweinwrii.A . . . ... .. ...
orese.aes . . . 11.378 19 964 55.544 33.264 7.081 (328,535) I 3. Pattomage C el Merg4as (t r inaw 323 ... 1 f425.578 796.298
- a. c. atrio.u.as v., o.no sw.ste N.t lactue.e in Electric Ea.egy R aes.e .
PART B. DATA ON TRANSMISSION AND DISTRIBUTION PLANT VEAG-TC>oATE V E A m.TO43A T E I STEM LAsfVEAR THis VEAR ITEne LAsTV4Am TMas YEAR 3.308 s. wan Te.a**=u.a 18 76
. n sw.ie c.aa=i.e 2.917 4.703 4.803 I 93 8. maa c'"r' u.ac " . sw.ic n.u,.4 663 c m pi.c. 46.337 P """ "'" u w 50 50
- i. Toe.i s 43.I22 6 sei. s c aE.es. s .si 4,563 6.199 8- J"d ? .b--ftS *'*!I - 4.771 6 879 39,938 CERTIFICATION
- I s'e hereby certify skal the eatries in this report arad in REA Forwe 7a if n.ch form is attacked hereto are e accountance with the accouats md other records of the system sad re)1ect the status of shs system to t'se best of our baowl*4e mui belief.
January 16,,981
.by -
. .. e sc E -...E. o . A_ .. , oA,E g
, ,A, a -
s4GNATumE or MANActR
,. _ , ,~ ,,8, onTE ei-I EA r. - r , . r.n m-.
1 EXHIBIT S I P00R BRGlM l
I l I I < p
. s
.2 uson mam. somaowan c,ea ATion I
TEXAS 103 POLK
- ata usa oao FINANCIAL AND STATISTICAL REPORT omrM ano.ao msfeucTicms-sar as A outteTim ios-i. DECEMSTR 31.1980 PARTC. BALANCE SHEET LIASauTIES AND OT6tER CREQiTS I 3. Toim vimi,m.aiins ASSETS AND OTHER DESITS
........... 38.506.818 as. weainwease . . . . . . . . . . . . . . . . . . 231.366
- a. cease,wsu a we,= in preereas . . . . . . . . . . 2.573.535 as. peeroa.,e c.eam . . . . . . . . . . . ... 15.753,261 41.080.353 35.212 I a. Teim vuue, man is e as . . . . . . . . . . . . ,,, o,,,u, _ m.,y ,,,,,,,,,, __
10.353.723 ,,,,,,,,,,,,,,,,,,_g,,,,,,y,,,,,,,, 57,753
- 4. Acc. Pre.eesen for osenesa.ieem ene Ameen. . 1.094,818
- s. e.e unmi, meas 13 - e) . . . . . . . . . . . . .
30.726.630 ,,,n.,o,,,,,,u,,,,,,,,,,,,,,,,, ae. otner an.gme mie seusine . . . . . . . . . . I58'984
- s. meavimivmeeever - Nei . . . . . . . . . . . .
T. sa..si. sa Asses. oes petreasse c.sa.s . . . . . I32 738 31. Team newssas a teunies tas time aos. . . . I7 331 994 5.m.W 3,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, U. m ,911
- s. i.e.e. in a - ore. cia => osawes rin es . . .
1.158.646 -o. I e. io . m A ees. ors.oin - . m ponen .
- s. oinn en iaients . . . . . . . . . . . . . . . .
2.510
,,,g,,,,7,,,,,,o,,,,,,,,,,,,,,,
4.311,309 20,2 % ,220 3 0. se ci e Punes . . . . . . . . . . . . . . . . . .
- 34. Team LaoirTeran C.ne . (sa e 13) . . . . . .
6.802.936 ,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,, 700,000
. Teim oiner preeerer a i. ce inre top .
12.549 1,644,787 sa.can.co mmreaes.............. 7.500 as.: m e a envaan .............. 247.641
- 13. Casm . Ceesitustion Punes . Trustee . . . . . . . 3,,c,,,,,,,,,o,,,,,,,,,,,,,,,,,,,
M=NI te. seessee oseemts . . . . . . . . . . . . . . . . . I- af. oiner cervene a essnees U.emthee . . . . . a *
- 34. Tot.I curreni a Asarues U.eusnes(3s tans 37' I
1s. Teraee,.,y so.estaments . . . . . . . . . . . . . 39 oor Nee CroSts . . . . . . . . . . . . . . . .
- 36. Metes Rets.eede.F89: ..............
t7. Ace au namwam . nei . . . . . . . . . . . . 1.616.673 ,,, u,esenease.s oeweng meew.es . . . . . . . 920.147 ,3, c ,,nionese esi am ee cmucs . . . . n s. menwim a s.eenen . tiestres . . . . . . . . . . 82 083 es. Ymm u.muinn a oener cremie ess e as e sa n s. umwim a seenn.oinen . . . . . . . . . . . 40.776,483 I 119.428 . .m . n . a o. ** ir-eau . . . . . . . . . . . . . . . . . . . - m .87? at. osaw correat a Accruce Auses . . . . . . . . . 3 2M 9I7 as c ee it As ato ca.erent uma. neue cause: 1.03
- 22. Teim :we at a Asen e Ametsitainns as) . .
as. o ew,*e conses . . . . . . ........ 44. uweias a Ee. dites as s et Asses ess+2eietoo 42.507 _ 40.776.483 . . u.e ?.. o.., ,, g e. ..i n ..n . t oo . 49,4 e 3_ I
- r. Ts.c n nci a omw o.wei n . it . rs . rn .
8 ART D. CONSUMER SALES AND REVENUE DATA THes woMTM VEAit-To-oAFE class or stavict
%..se,.
m ec.e Inwn see Aa==== me.wa*=== A., .n
,e m e.
.s.,.. ce ewnse
.e ct_m __ _
i I e e a e e & a
- s. neweeaom s <.ni ne J/,/U) 26.148.090 1.0553.225 346.827.448 13.979.122l 5.690 T 36.827
- a.neweacesensu a l
s.ne .u assa 2 12.251 504 4 1.142.589 43.866i , e. co s iae somv A m e= 2.732 3,571,994 166.094 654 2_667 45.700.997 2.128.2861
- s. ce==. a i.e , souve 138 5.f '.3.618 191.787 31 135 48.249.877 1.717.404I f .. ._ si . ... <eate,
- 1. o.a., sc .e suem A..
- e. se e., m c aeA se,
- e. se e., an o a (
l no. Teu. s n e giecitis 17.868.680, ta. wr en ia'u s 40,577 35.375.953 1.A16.610 6.375 19.633 441.920.911 i t. oea., ci.co.: n a.e - -w 14.126 n - *
*~7 207.492; a + "
1.430.736 4.- - " V " +m x + 18.076.1726 I sa. Tees sio . a ss E PART E. kWn AND kW STAT!! TICS iT E M Y EA m.T o.oA f i ITEM THis soonTH Y EA p.T.O-oA T E THiS M.onTH e I 3. e.n mwa ceae,.eu . . .O- e. on=e u . . . .. a. m w=
- wen. e . .. 42.869,137 520.445.972 7. Teim ua.sse.aese re, teL m s ast. 78.525,0
- 3. i.e.,.n.a,. mwn . nei . . 0 0- ..
~7.493.184
- e. Tete wa tt inaw al . . 42,869.137 520.445,972 s. P-<*as srae= Le=t7ies. Loo 17,437, 15.0
- o. w..wn,= oe=.ae eman . -~ 106.723 135,4 I s. ve .w . sew .
a ca re,= r m 1e 35.375.953 441.920.911 io . , u.. .. oe..a. o.. .e . 7 e.se a ce a e., I P00R OR GINAL
m - a -.wa l i I I I I I I I I I EXHIBIT T lI I I . I I I I I I 'I l-
- - ~ . _ ___ _ _ _ _ _ _ - - _
I I I ,,. n,,,n.n y.
- e. a , s. 44 s mad ,nu p.m .an,. enu uso^-aE.
,e s. .. aa.e.d .ad ru.d
. } ,,
p4, la.. , -g e.,.m rr erse ,)Iof r AA .d g, y n vi . l p, owa w. esem { n e I < FINANCIAL AND STATITTICAI. REPORT l sommowE n oEssonATion To. v.s. oEeA=Tutav on Ac=*cuLTuaf. aEA.wAsweacToa.o.c. nors. Texas 65 Rusk ' "% ' ' , ' " " "
- ins T AucTioNsa 3 6sundt e,, eda.A .ad f.e, e.ph. .f #Ad. ,.p.,e s. AEA. MONTH ENOiMG , REA usE oevi.Y f.*.*n"'d ".7. '**.i n",*"*" '*"" Decenber 31, 1980 PART A. STATEMENT OF OPERATIONS YEA R .To. OAT E ITEna LAsf YEAR THas YEAM BuoGET Pt I
- a. o .ua, a. .a.. a e , c am . . . . . . 4.386.780 5.726,989 536.182
- 3.p p, co E. .............
a.c.a.sp an.ee w.............. 2.520.474 3,694.852 333,169' T,.a.auni.a En . . . . . . . . . . . . . . . I s. ouin ii
- v. c.a 7.t C i E===-ce-su.a . . . . . . . . .
- e. oinn u.a Emam - samam.
Acm.ae E . . a s., es. .ne inform.es.a.8 188,088 442,721 198,635 224,734 509.139 250,445 27,018 43,192 39,584 3.276 10.961 1.639 I Eam. .....................
- s. sua E a= . . . . . . . . . . . . . . . . . . . .
e.A auaeni.u ac. -asE. a=......... ao. T.im o ni.a a umawa.a E=.a. ta ine. on. 2.082 291.352 3.646.628 15,981
'133.251 5.039.363 1,298 22,826 468,726
,us.u.a E m . . . . . . . 299.812 358.984 32,133 I
i t. o cau.a a A ar.v E. -pro.=ev.............. 30.779 33.021 2,272 I
.T..E.a-om................ _
36.606 38.8 30 3,742. _ l a 4. sai-m .a L.a,.Tw. o '. . . . . . . . . . . . 177.000 338.588 34,134 24.s iai.,= cm.,,.a i. c.an,.cu.a.c mi . . . . . . . 4.835 , # 14.936, e , t 3,623 I a.. sai. i s otan o E m. - oin . . . . . . . . . . . . . eu.a. . . . . . . . . . . . . . . . . . is. T.im con .e o.cens smic. tio me. as . . . . .
- 17. P.t,.a.s. C. set.I a O uas M.,sia at attains 16) 3,462 4 J3_92 52
,_121, ?28 5.243 5.799.093 (72,104) 537,880 496
(),698)~ 31.053 71.586 WK I
. w o ,..uasuusias-sai a .........
3,. An-.ac. c., roars ts o.,ia, coa.e,.cu . ro. n o .ua, u.,sia. - oin . . . . . . . . . . 1,820 1,938 167 as, c .u.a a 7.- - c eim c,.me. . . . . at.: ota= ca.um c,.ains a r. ,.a oww.ae. . . . 7,955 1,b3/ I s a. E , ,siawy ji . . . . . . . . . . . . . . . . 2 3. P. a.o. C. 4: d ., a c.ain u.a. e., o Ei-,,ieE..,ya - . u., gen. 17 ta,. ::: ..... s=vice n. incs a.e in 230.I66 3,057 8,854
'8' PART B. DATA ON TF;ANSMISSION AND DISTRIBUTION Pl. ANT vtAm.ToCATE YEA A-To oATE ITEM LAsT YEAR THis yep 4 (TEsa LA 7 YEAR T9%.3YEAN I
- a. w sw.icn ew.ci 932 900 s. === T,.a,.amma 3.00 9.00
- m. s., . m.u, 228 216 s. wa ce.e,. u.ae - e 2,294.00 2,32F 00
- 3. T.,m s-icn ia ax. 16,794 17,504 7. =u* oin,= u- .32 -
.32
.. w.s- .it....s. am 3.931 4.?66 .. T=. nm. Ea o...n 2,303.32 2,"JT3T I CERTIFicATI .I We he eby certify that the entries in this report and in RLt Form 7a ifs faraiis ett. ached hereto nee in aceo,d rs with the accounts and other records of the system and refteet .he stat.s of the systm to the liest of oar knowledge and belief.
I N sicaATvat or orricE ug.cEn on AccovMTANT Bookkaeper oATE k faAn > 2 - WH I sf GNATustE oP eEAMAGE A L ) DATE MEA r " 1 no r.7, e .. i . .. EXHIBIT T I P00R ORIGIN 1L
I I I p * *s ugMgA t/% 002ROwEn oE.ssw.ATiOn
^f I
Texas 65 Rusk h,f* . FINANCIAL AND STATISTICAR. REPORT uonrn Enoina December 31, 1980 MEA vss onty msTaucTioas-sEE atA suu.ETim io . PARTC. BALANCE SHEET I 2. cea.in d.a w.,= m pre ASSETS ANO OTHER DESITS
. v.im vain, m.as m s-vice . . . . . . . . . .. 13,611,970
. . . . . . . . . . 720.774 14.332,744 as.u.a
- n. Pair UA88uTIES AND OTHER CREDITS c nm.............'...
257,206 3,908,192
/01,844 a r. opw. inn, ,,sa.- prie, ven. . . . . . . . _ . -
- a. T.es unmierm.as ia + 23 . . . . . . . . . . . . 2.416,166 (72.104 pr in #w c- -
eAm.,v.. an. ce.,mia, unsm. - c ,= V.= . . . . . .
- 4. A 11.916,578 I s. na uinnr m.ai ta - g . . . . . . . . . . . . .
UM as. n.a op-.imo unsm. . . . . . . . . . . . . 75.161 '> M.2%j
..e a. inn,nr .rer- n.:............ so. om., =.,sia. .ae E= sii . . . . . . . . .
4.935.538
. sa An.e. orsA e.a.o. c enas . . . . .
27.668 3 g, 7,,, ,,,,, . g ,,,, gas in, son. . . . I y, .ia ia Am ors.ce 4,.o.a.r 1 P.ae. . . . IE ss. Leas.T.,e o.mi MEA tr is . . .. 6.496.466 s i,
- e. ea.ni.ia As a o 4tt- - .s P.ae. . r- --
' 222.66$... .
im.ai. . . . . . . . . . . . . . . . . sa. Leas-Tawa o.mi . oins, . . . . . . . . . . . .
- s. oinw sa
- 34. T.t s Leae.Tarm o.ne. (12 8 3 . . . . . . 0* M M s e. semias F.ae. . . . . .'. . . . . . . . . . . . . 724,232 ss. s t p.yene..~ . . . . . . . . . . . . . .' . .
I as. v im oin= pr. ewer a samime i. to in,. Los , 34.454 n. A,,.,, ,,, .,, m .3. 769 sing 1a. c n . G.awm F.ae. . . . . . . . . . . . . . . .... N 3 3. c . c .in u F.ae. . Tn, . . . . . . . _ as. c.aa. o ii. . . . . . . . . . . . . . .
.... sr. oin- c. i a Aa s u.unia. . . . . .
59.728 3 4. s.. cue o eu . . . . . . . . . . . . 400,000 n. T.im c.,,.as a Aun u.wan ns in,.37 829.437 I a s. T-a,y s amia au . . . . . . . . . . .' . . 160,8201 is.Now.mw u..n.:.............. as.ow.mecrens........... ... i 2 7. A .i. n =w m. . een . . . . . . . . . . . . 543.740 .o. mi -. - .on emen -........ a s. unwiss a s.e.w . catn. . . . . . . . . . . 505.95e. ,,,c,,,,,,,,,,,,,,,,e,,,,,,,,,,,,, 1 3 3. u. ,im. a s ,n.. . oenw . . . . . . . . . . . .a. T.tm u.muim a osa., c,.en in . 34. as 14,139,994 I
* ""8"-
n o. em'.rm.ai. . . . . . . . . . . . . . . . . . . . at.einwc.,= aA=, eA=.e.......... 10.098 s .
- 32. T.i.ic.,-ia Aar e A=.ntinen,.233.. 1.528.340 .3 c ,,,,, A, .. c.,,.ae u. e. a.iw ise+n, 1.84
. oc.,,.e o.pu . ........~....... 20.844 u,u.,,,,,aE.,,ium s.eAm.u w e.wtoe 34.8 m w an.n a c1.w o.e rs . n . rr . rn . 14.189.994 .s. u, T o.oi .. s . , nan , we . 57.7 PART D. CONSUMER SALES AND REVENUE DATA T es uCMTH YE A.D-TMAT E class oP sEAVICE ' Am N n.cm.eag sn ne. ***5** ^"==i N..Meaim fr em. r-A gfesR hwe s.ee c===i.u
. . e .
c.=.,uu . 12.146 9.024.383 455.696' 1,192 42,018 129,938,471 4,892.654 I i. m w.aiim sen t...o.a.: a.anw.aism sen sai.am
- s. erre,.u.a s c..
1U1 671.215 37.086 182 664 9,319,/60 396./45 I c.-=. a iae so.v A w = s.c ...siae. 4.- so=ve 39 552,520 30,991 7 36 6.589.642 301.073
- s. e..u. si. . a.., t.aia,
- s. oi sco .. puw. A. .. 244 71.503 4.539 100 246 1.125.793 54.921
- s. s... i., m .m EA s.,,.
I ..s, so. Tun s e.,a Eawsy ti ta,. si an.or= E. amen
.e ti-ir.'
13,130 10,319,621 528.314 7.868 1,481 12,984 146,973,686
~
5,645,393 61.536 536.182 '~ - **~ 5,726,989 I is. T. m cio . 18 - - PART E. kWh AND kW STATISTICS ITEM iTEu vfA m.T O.oATE. THes u.CNTH YEAm.T.O.oATE THis m.oNTH m I i. n= =wa c
- 2. swa p.,ca.=* . .
a.sa,-ca.r,.mw=.een . n.4 . . . . _11 132.609 166.644.669 166,644, 8
..cm.v ..........
- 7. T im va.a aae r.'
to L.= s a ss . . . . . . . . . 1.812,988 19,670,983 157, 127.
.. Tots kwn in ian. as . . . 12.132.609 a. rw..assy.i.= Leap +4 pios I l s.
T., . .. . soie .
.EA r.,. r n 3.n 10,319,621 146,973,C 6
""im.
so.u.= w.au... nws...
.o .aeoa ,.e.
30.803 4 7.W p.e.a.eaeen. 7 I I P00R ORIGINAL
M I I I
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I lg lI I I EXHIBIT U I .I I , I I I iI I I
- I
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I
*s
- D STATISTICAs. REPORT DO8tseOWE A oESsCesAfiore
. FINANCIAL AN ro. 45. oEPA R TuE8e F OF ACRICULTu.eg. nE A. wASHeseGTOce.o.C. 2025se Tr ya e, (,4 f.an Anqu g{ns.
esm.f one fear gee.se et 84.s report se R EA. amoN To. EhospeO ALA USE Of%V CT 5
.h5T a.*a.a,enmu.a a .,ne den.r.
...l.O.,pek.,
E A a.u ,.a. e os a. e 6,asas De.cembs.r 31, 1930 I , ;;7, p. BTEAe PART A. STATEMENT OF OPERATIONS LAST vtAm vtAm.to-oATE THIS VEAR SuoGET Two s
. sooNiet e
I a e e
- s. o wana, me a. 6 *ete.aaee caestas . .... 12.549.019.63 14.819.550.99 1.041.289.99 X.XX X.XX X XX
- a. Poww ovee=ste E=e*ase . . .
- 3. cost es swecampe reww . . . . .......h
. . . Q, R_014.320.75 10.213.710.10 f.M 767.389.66 M 20t_q6 29 65 4_ rtn 64 M 6.69 I
- 4. Y,ensmineen tme.a b ...............
- s. outete.u a Ew.a - ce.,suea . . . . . . . . . 440.119.40 559.152.05 51.17R.06 920.563.11 777.339.31 69.965.42
- s. outrie=uea Eme.aw- Maaamaease . . . . . . .
- 7. ceae.mw Acu=ais Essean . . . . . . . . . . . 544.246.78 586.303.15 53.890.80 7.1 Customer ter.ece and safermettenst I 38.527.20 2.509.66
Ew e .... ............. . 49.825.71 K00_00 646.00 50.00
- s. ss.s tapea.e . . . . . . ... ........
- s. A cnenstrau.e s ' eawa:Ene.a . .. .... 581.9 F1.72 734.367.15 69.520.R0 10.5n4.y7_?7 17.973_579.73 1.019 706.h
- 10. Tets oeweenr a w.latansace Eme.ase la taru 93 1.004.208.76 87_760_R?
I it. o.se.cune. s ame.tusuen Eme.a . . . .. 93R_016.60 ta. Tes E n.a e - Fraeway . . . . . . . . .. R 2.179.06 106.614.07 24.060 R5
- 13. Ta= Ese.ase - oinw . . .... ... R5_034.RR 110.570.29 10 p15_R4 34 maiwest sa L.eas Tem poet . . . . . . 617,340_R1 740_.251.17 65_755_45 a s.: sat t caws.e te cea.tewue.crwt . t 50.210.00t t 33.002.46) t t t 2.584.89 I
534.24 A.034.43 R50.R7 s e_a satweie E =e.aw - oen* . . . . . . . . . . . as. oian o.ewcueas . .. . .. . 15.00 670.19 670.19
- 16. Tetas cent ee Einer+s sw.*ce sso tare 13 . . 12.257.1RG.98 14.910.926.09 1.206.935.49 a r. Patrean. casas a oe.,aua, mars ta me . top 291.R 3 2.8:5 (91.375.09) (165.645 50)
I a s. Nea Oe.eaung Mws.as- satee se . 109.974.95 102.170.72 10.594.77 Y _ Y jf 7 MM Y_YY
- 19. Asiewance Fee Fenes U e oustas Coastewstien .
- 20. Nea oewaua, uw,.a. - osaw . . . .. (9.305.13) 9.765.R2 (A10 40) al. G.awapea & Temasmessoa casetas cree *ts . . . . X.XX X.XX Y.XX 22_470.44 Y YY I
21.2 otae, coesias ca.eus & Petreaese os.te.nes . . 24.901.74 X.XX X.XX Y YY 22., Estraeestaaev it. na . . . . . . , . ... 416.404.21 43 031.39 (1'R A*F1 111
- 23. retreane caenas se s aesias t a r inni a23 . . . . .
as. coat <%uea e , oe .s .c. not inca. in e e.c.,ic Eaw,. a . I o. .o . 1 ITEu PARTB. DATA ON TRANSM.JION AND DISTRIBUTION PLANT vf An.TOCATE LAST YEAft THt$ VEAR iTEu t.AST VEAR VE AR To DATE THan VEAft e I e *
- s. p 7, In7 1qs
- i. h.. s. c c eaa e.a 1.343 1,219
- 2. se..c n eo. 30 9 es21 6. M.*a o'u .** uaaca-4.e 4.362 4.433
- s. To s u s,ac. 31,442 32.240 F.*=*"ah"=a****'* 151 154
.. ie . s c it . . s. ., 5.%5 r. _149 e. k.8 ***
- iS***'s 4.700 4 JR7 I CLRTIFICAflON We hereby certify that the entnes in el.is e port amiin M EA form 7e if sucle form is ettache.!hereso are in accord.usce wills the secounts and other records of the system assJ reflect al.a statua of the system to the best ofour Knowledge ami behef.
~
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Ax. - oA,E I EXHIBIT U E00R ORIGINAL i
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7- - FINANCIAL AND STAT.STICAL REPORT eacnrH ENuoreo naA ust ona.v insfeueno s-ser era suurten i.e.i. W.ce enbr.r 31. 1900 PARTC. BALANCE SHEET I ;
,; c.ne. t a worm .a ASSETE AND OTHER 0151T3
. s. Tnm uimy Naae in swwce . . . . . . . . .
. 35,997,423.25 as e.sa.emn+es... ..............
2 n .mo . n . ..e - . ................ LIAd4LITIES AND OTHER CREDIT 1 2 7. operassag Meegene - Petee voere . . . . . . . 702.b.0.06 10.u?.608.g) 33 E Eb
- 3. Tetas utsty Reat 13 e 2) . . . . . . . . . . . .
I 4. Accom, prewmen for oeeresionese aae Amort. . as, opermetag energene* Current veer . . . . . . 155 42I S. Not utstypesas is - el . . . . . . . . . . . . .
- 29. Nea operettag esagtas . . . . . . . . . . . . 689.123.36
- 4. NoawtMsty Freeerty - eset . . . . . . . . . . . .
X- 30. Otner energies ame Eeuttlee . . . . . . . . . . 706.2A4.74 y/ sa e g.en Asses. ors.-Petreasee Capetas . . . . . 177.569.57 33. Teens ungens a gen nass (2s taru 30). . . . 11 1FA 001 07 15.576.052.91 I
- 32. Leno. Term Deet n EA (feet) . . . . . . . . .
^
- a. ta.ne.in Assee. ors other.Geaerat reaes . . .
I 1 I" M (permente useessiees XU a.1 ta. e. In Anos. ors.4tn - ^ . .as Fuose . l Y U ' N 9.' other Ia.eermente . . . . . . . . . . . . . . . .
- 33. Leas. Term cost . other . . . . . . . . . . , .
Y
- 34. Total Leas.Teren Dent . (32 e 133 . . . . . . M W IN 3I
- 10. seestal Pvaes . ................
~
- 11. Tetas othw Preewty a investmer.ee to enns 10) .
I N N- a s. Neees royaeae . . . . . . . . . . . . . . . . . X.XX I 122 Caen . Generse Pvaes . . . . . . . . . . . . . . 3 3.'cun . ceasarwstica Fenes . Tnretes . . . . . . 34, specias Deposee . . ....... ... 1s.' Temeerwy sa.estmeate . . . . . . . . . . . M-O^ M-XU
^
as.1 Assounes rovanae . . . . . . . . . . . . . .
- 34. ceanumere Desessee . . . . . . . . . . . . . .
- 37. Gener curreat & Acer es u eneties . . . . .
3s. Totas curreai a Acen.ee Lienusamedst enew af' 997.896.43 74 110.00 371 125 77 I d41 I37 15 X" I te . Meta n ame m . Not . . . . . . . . . . . . . . as. Deewree cre ns . . ............. 15.6/4.00 17." Accewau numvesse Net........ . . I 035 9II S6 *e. esseconease e oeeratiae neearve . . . . . . . . X.XX 1s.' waiwsme a s eenes . sieetres . . . . . . . . . . 4M dII 61 ,g,c,,,,,,,,,,,,,,,,,c.,,,,,,,,,,,,,,, x.XX 1s[ unwise a sweeu e . otner . . . . . . . . . . . 9 9_. 4M . 24 42. Team usemuen a ota= csemits tan e 34 + 3e
* # D6.951.0 enni e n . 11.104.895.53 I
to preemneate . . . . . . . . . . . . . . . . . . . 19 "M "# al.:otaw curreat & Aserves Assets . . . . . . . . .
- 22. Tetes curreat a Aestwee Auets its inre an) . . 2 50E W M 43 Cweeas Assets to cuereat Lineas, metas sansen 1.74 33.' o serree o.mes . .. .. .. . 149.0 W.I6 44. ma,,m a se. mesase 6 era wstas+aesotoo 35.90%
. te v. ne men a eraer oeece es . it . f r . rn . 31.104.895.53 es teaeTe,= o.m .. gee e. sat n4+n e too . a;1.00s I
., %r .
PART D. CONSUMER SALES AND REVENUE DATA
,- l Twis uontw vrAn-to-oAve
? class or stavice me. n ue.was he.na*=wa' ewa we Amewa s
>q s e,,,.. own se.e Am.w . ,A e.s ae. n*
. sero, com so.e c ..e e a e a e e e e I a. ne.ee.aus s,ee a*=s e..e.)
- a. n eaceanie s.a s***=ad
- 3. arm.uea swee
- 4. ce==. a rae so=v A er ==
23,712 0-. 1.869 14.616.604 1.871.405 667.935.74 sin.07?.1' X.xx X.XX 3.433 da? 23.455 0-1.R51 217.146.692 9.608.557.89 30.054.804 L 350.00 3.46 X.xy X,yx
- s. cem. a sacos . r soeve 93 4.73R. Ora 0 170.070.6e 17 96 63.682.380 2.192.570.01
! s. ruene se.a weea- v tsaea, 5 6.?40 3%0.80 6 136.4RO 4.841.60 i 7. oiner sees te powe Amn. 405 411.471 17. 3 4 ri,22 1.1 R 401 4.432.067 190.606.y I a. sen ter noeme-a a A sore. .0 .O- X.XX 0- O-. X.Xy
- e. smos Ne nnewma*e 7 ?.726.400 R7.313.50 0. 7 44.311.200 1.376.546.6'i I 19. Tetas s e ee Esectres tawse t. inew s:
i s. t ..... onme n eave
- 12. Totee (to . I n3 76,091 4
l. 4.170.710 1.037.(5R.64 4. x 0,f. 31. h j,q4j,ptqq,qq 4.n60 29.n16 359.763,623 t 4,72 3,126. 3r
. -n /
'a 96.474.6' 14 . R ] t) 550.9-D' PART E. kWii AND kW STATISTICS .
' **.p' 'P#* OfEM THis MONTH ITEM THi& haoref e4 V E.A A.F GO A T E.
YE A n.TO. OAT E e e e e 25.M7 393.253 I
- 1. f.n ew= ceae,c.e . . .o- 0 s. ouice vie . . . ...
a.,ew= pena.we . 20,749,978 395,277,fe% r. Teem uaeu aees roe
- s. emie.ca.a,e ow . nei . . .o. .q. te L= s a si . . . . . . . . . 1.p54 j11 15,120,760
- 4. Tets man in tar. 3
- . .
. 28.249.970 19%.777.61% 8. ***eassrae=Leutr+43 too 1 1. 6 /. 8.%
! o. wenm.m o.ramaa t=ws . Art.176.4 102.146.7 I s Teem own . sa . neA rem p
.V.E
..k n ee p.is 24,370.210 uo.761,CD i s ue== wasa u.. m o..... ca.. . 07 e.,e a se a e ,.e lI I pggtDS M
am..___a m-- .__._ _ m _a---. . . _ _ _.. __a _ .m. -.-. ,___.__s._-_ !I I I I l I I . l I EXHIBIT V i l I I : I , 1 I . I l I .
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- e wnoa- se psNANC;AL AND STATISTICAL REPOQT we.&% -n * ..- +. a e uger e e . . ...w
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e ar, D E U'.if a I
; u s oc ca.rwe =v o. as..cw6tu.a. .ra. waw.=ce. .t.c. a.ste Ica.ts 54 %)od
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'd 7C **.**,7. . 7""' '*** th. isiler 31.19a0 ..
l PART A. ST AllMENT OF OPERAllONS I ve n. . e n_...n. .e e ,,, ers t,,, . .. ...,,e== evne.tt a.o.b.
. . . e i,o..sc.. 6.471 HT55' ' -
V'1E3TM a44.s a.oo . i c.... . . ~ 00 7 00 .ua I c .e .w.a.=e -~ . . . . 3.H15 llft.QQ.,_ 1.3.4!!,298,00 467.319.00 i
.v. s. .
3 541.00 3.110.00 H . 00 I i o a. - o . . J i.3 1 0Q 374J)LQQ 29.06'.00_
<.o s..e -m . 411.619.00 427 RL.QQ 31.54 . 00. _
.c -naa. .s. . . 319.705.00 41R.988.00 21.640.00 cs.
I < s. s . s .- . v . o
.6.s..
.s. es . en. 3 5P,m0.00 I8.447.00 6 W.B 5.'00
.00 44.6R7.00 723.n13.00 1,33@M 00
~~
'4.420.00_
71,904,00 625.920.00l
.oo
.o.a e. jf3.QlQ.00 561,494.00 50.783.00__'
I
.i..<. -a .. .J5200,00 .. . .
41.H';4. 00 S.354.00 v c..- -o.=. __ _]01.312.00 174,n31 On . . _ _ _ _ _ 1 076.0 _0
. 6.* e -- o.= . 'H.JI LOO . 694.In.00 55.685.00
. c. .. c . < . i 30J ?? 2 g_ ,9, .8 4 ? . 00 t i e 166.00 m 2 . - o. .
_ l.lL4.00 . 10,9 % .00 _ 129.c0
'oo. . 0Q. ___ _ _2.orXI.00 . 00 .
.. c ..co s .n. ise. ._E.( % 411 00 ._0,rin,ar,0,00 74L9gh.00_-
. c . . o .. . ii isi . .,,_[ M7. 926,00, _ .. 3211, 3 4.00 97.883rg_
> no-.. 00 12.4')[,.00 8.897.00
. a . . e e. w o--. c . _ _ ._. 00 .. .00 00 I
- i. a o = - o .
12.146.00 _ _ 4.688.00 ( 4.071.001
.s c av. c .c ,00. .._ _ ,00 .00
,.s oi c . c. . .o o . 12.019.00 _ _26.266.00 173.00 r.a.y . . .00 . , _ ,00 .00
.i , . c . - we ti s ::: . I155.221.00: 431.115.00 102.2 % 00 .
I o s .=.
- i. c ,.
e........- .00 .00 .00 PaRT B. DATA ON TP AN5 MIS $10N ANO Dl5Yftl80 TION PLANT
..a......... _ _ . . . . _via.e>onea I
iv a. s.s, .s a. v. s.... ... inse ,can v s.ean
.==.e.---- _ 35 10 . ...-..c.~. gy.L _ _ ., 9y 1J.0.
m.- ** ; g.)_ . 373 . u...-.- _ _ . .2M 3. 0__h95
~~
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. _.!! . ;0 L_
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' * *" ' *a"'"~
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j ., *- f r..i s 64 Woni FINANCIAL AND STATISTICAL REf'097 o. . .. s e.e.e I .an usa 6. I , . .. ,c ,.o - u e . . .vu e ,_ , . Decmber 31. 1980 l __
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