ML20006E782
| ML20006E782 | |
| Person / Time | |
|---|---|
| Site: | Fort Saint Vrain  |
| Issue date: | 02/15/1990 |
| From: | Crawford A PUBLIC SERVICE CO. OF COLORADO |
| To: | Weiss S Office of Nuclear Reactor Regulation |
| References | |
| P-90039, NUDOCS 9002260348 | |
| Download: ML20006E782 (52) | |
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P.O. Box 840 2420 W. 26th Avenue, Suite 1000, Denver, Colorado 80211 A. Clegg Crawford '
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-February 15, 1990
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I Fort St. Vrain Unit No. 1 J
P-90039 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D.C.
20555 ATTN: Mr. Seymour H. Weiss, Director Non-Power Reactor, Decommissioning and i
Environmental Project Directcrate Docket No. 50-267
SUBJECT:
PSC RESPONSE TO NRC QUESTIONS ON THE DECONNIS$10NING FINANCIAL PLAN
REFERENCES:
(1)
NRC
- letter, Erickson to
- Crawford, dated 10/4/89 (G-89338) l (2)
PSC letter, Crawford to Weiss, i
dated December 1,
1989 (P-89459) l (3)
PSC letter, Crawford to Woiss, dated June 30,.1989(P-89228)
Dear Mr. Weiss:
The NRC's Request for Additional Information (RAI) related to Public Service Company of Colorado's (PSC's) Preliminary Decommissioning Plan was forwarded to PSC in Reference 1.
In Reference 2, PSC notified the NRC that responses to questions related to the method and period of accumulating funds for decommissioning would not be available until early 1990s-PSC has finalized its responses to these remaining questions and the responses are included as Attachment I to this letter.
As a result of comments received by-PSC]during the NRC/PSC meeting of August 3, 1989, and comments in the NRC RAI, PSC has also revised the Decommissioning Financial Plan originally submitted to the NRC on June 30,1989 (Ref. 3).
The revised Financial Plan is provided as to this letter.
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P 90039 Page 2 j
l-February 15, 1990 In accordance with 10 CFR 50.12, PSC plans to submit an exemption request in the near future which will allow PSC to accumulate 4
decommissioning. funds beyond the termination of operations, as specified in 10 CFR 50.75(e)(1) and 50.82(c)(1).
~
PSC will contact-the NRC separately to arrange a meeting to discuss these matters further.
If you have any questions, please contact Mr.
M.H. Holmes at (303) 480 6960.
j I
h Very truly yours, j
fl -
p A. Clegg Crawford Vice President 7
Nuclear Operations ACC:CRB/cb Attachments cc:
Regional Administrator, Region IV ATTN: Mr. T.F. Westerman, Chief Projects Section B Mr. Robert Farrell Senior Resident Inspector Fort St. Vrain Mr. Robert M. Quillen, Director t
Radiation Control Division i
Colorado Department of Health 4210 East lith Avenue Denver, CO 80220 b
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i ATTACHNENT 1 j
RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION RELATED TO THE J
DECOMISSIONING FINANCIAL PLAN NRC Ouestion No. 1: " Method of Funds Accumulation" "Notwithstanding PSC's assertions that reliance on tax deductions to pay for a portion 'of decomissioning expenses should not be.
considered as an internal reserve, the NRC staff believes otherwise.
As required by 550.82(c)(1),
" Funds needed to complete decomissioning (must) be placed into an account secreasted from Itcensee assets and outside the licensee's administrative control during the storage or surveillance period, or a surety method...
1
[must]
be maintained in accordance with the criteria of
&S0. 75(e)... ".
As PSC's own statements emphasize, PSC's " increased after-tax income" resulting from the annual tax deduction for decomissioning work will be used to partially fund decomissioning expenses.
By definition, after-tax income is internal to PSC and is not segregated from licensee assets and outside the Ifcensee's
?
administrative control.
... the Commission recognized that an external fund would likely be more expensive than an internal fund and that, in some cases, present i
or future stockholders or ratepayers could be required to pay relatively more thGn they would if internal funding mechanisms were allowed.'
Thus, the NRC staff agrees with PSC that not allowing PSC to place only after-tax funds in an external account will likely result in a greater collection funds than otherwise and will consequently penalize earlier stockholders to the benefit of later stockholders.
However, given the Commission's explicit willingness to accept such a possibility as the price to pay for greater assurance that funds will be available for decommissioning, PSC's argument is moot.
... PSC states that it would adjust its contributions to an external account if tax rates, and thus the value of the tax deduction, were to change.
PSC further states that "over the last 20 years, PSC has had sufficient taxable income with which to offset operating expenses as tax deductions."
The NRC staff does not disagree with these statements if changss occur early in the decommissioning process either to tax rates or to PSC's ability to take full advantage of tax deductions.
.However, such changes that occur late in the decommissioning process, particularly those occurring during the 3 years of the final dismantlement process, would require PSC to make up any shortfalls over so limited a time that PSC's ability to generate adequate cash could be in doubt.
The tax deductions that would be taken in these final 3 years would comprise a significant portion of total tax deductions taken during the entire decommissioning process.
In 1989 dollars, these costs 4
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Attachment I to P-90039 Page 2 February 15, 1990 would be in excess of $13 million in one year.
projected cost would be almost $240 million.)(in 2045 dollars, the Despite PSC's past financial health, there is no way to ensure similar results so far in the future.
It is conceivable that PSC could have low net income in l
the years that it planned to complete the dismantlement of Fort St.
Vrain, and thus could not use the tax deduction as. a source of decomissioning funds.
In considering the final decomissioning rule, the Comission was aware that most utilities, including PSC, have historically earned sufficient net income to fund decommissioning.
Notwithstanding this, the Comission chose to require an additional level of assurance by requiring external funding."
PSC Response:
l PSC has revised the Financial Plan for decommissioning of Fort St. Vrain to eliminate reliance on tax deductions.
In. the Financial Plan previously submitted, tax benefits were deducted from the annual decommissioning expense to determine the after-tax expense to be funded from the decommissioning trust fund.
Based on these after-tax expenses, an annual contribution was then determined which would be adequate to meet the annual after-tax decommissioning expenses from 1990 through 2046.
i In the present Financial Plan (see Attachment 2), no credit is assumed for these tax benefits.
Therefore, the annual i
contribution has been increased from $1.76 million per year to approximately $4.5 million per year during the period 1990 through 2008.
This increase compensates for both the i
non-recognition of the tax benefits associated with the annual decommissioning expenses and the acceleration of the funding of the SAFSTOR annual expenses and the Dismantlement Period' to be complete by 2008.
NRC Ouestion No. 2: " Period of Funds Accumulation.
l "The NRC staff has determined that the period of time that PSC i
proposes to accumulate funds would not be consistent with the letter and intent of the Commission's regulations.
As provided by 650.82(c), all funds needed for decomissioning are to be placed in an external fund by the time the storage or surveillance period begins. Fort St. Vrain was, however, prematurely shutdown on August
(
18, 1989 and therefore cannot meet the Commission's regulations which l
require PSC to have all decommissioning funds in place during the storage or surveillance period.
In considering the final decomissioning rule, the Commission assumed that power reactor Itcensees would be able to accumulate funds over the full operating life of the plant as determined by the remaining term of the operating license. It does not appear,.however, that the Commission meant to force those licensees who cease operatton prematurely to raise the entire amount of required decommissioning I
- e Attachment I to P 90039 Page 3 i
february 15, 1990 I
funds at the time of shutdown.
Thus, the NRC staff has determined l
that the NRC should allow PSC some leeway in the time permitted to 1
collect decomissioning funds.
'Because of the explicit requirements of E50.82(c)(1), PSC will need to file an exemption request pursuant to 550.12 to extend the period of decomissioning funding beyond the date of shutdown.
If Fort St.
Vrain were to continue operating for its remaining license term, it would comply with the decomissioning-rule by collecting funds from 1
July 1990 through 2008.
This appears to be a reasonable and not 1
overly financis?1y burdensome basis for allowing PSC to collect decomissioning funds and would, if approved, represent a compromise between the literal provisions of the rule and PSC's proposal to fund decomissioning over the entire storage period."
PSC Response 1 Due to the premature shutdown of Fort St. Vrain prior to the termination of the operating license in 2008, PSC agrees with the NRC position that requiring full funding of decommissioning prior to SAFSTOR would cause undue financial burden on the Company and its shareholders.
This is especially true given the
)
special circumstances of Fort St. Vrain being out of the rate base, with ratepayers funding only a small portion of the decommissioning costs (see Section 6.2 of the Financial Plan).
Therefore, the " period of funds accumulation" has been revised in the Financial Plan to a plan consistent with that proposed by the NRC in NRC Question No. 2.
PSC has revised the Financial Plan such that, during the period i
1990. -
- 2008, PSC will make annual contributions to the decommissioning trust fund of approximately $4.5 million from cash operations and/or debt facilities.
These annual payments, combined with existing trust fund balance, limited amounts yet to be recovered from ratepayers, and interest earned from 1990 -
2043, will fund the following activities:
Component removal and preparations for SAFSTOR l
Annual SAFSTOR expenses from 1990-2043 Dismantlement Period r
A table detailing the decommissioning fund balance, annual contributions, annual earned interest', and annual expenses is provided. in Table 6-2 of the Financial Plan (Attachment 2 to thisletter).
It is PSC's opinion that this plan for accumulating SAFSTOR and decommissioning funds is consistent with that proposed by the NRC and is acceptable based on the following justifications.
3.
Attachment.1 to P-90039 Page 4
' February 15, 1990-
?
Decommissionina Exoenses Will be Funded on or before 2008:
I A primary concern of the NRC, as noted in NRC comments on the use of tax credits, is that the major portion of the funds needed for the Dismantlement Period would not be fully funded until very late in the SAFSTOR period, and that any shortfall i
could have significant financial impact on the utility.
4 i
The following are the projected future value estimates for each of the major periods during decommissioning (See Table 6-1 of i
the Financial Plan).
These estimates reflect dollars escalated to the expected year of expenditure.
Component Removal Period (1988 1993)
$ 22,558,000 SAFSTOR Period (1994 - 2043) 140,486,000 Dismantiement Period (2044 2046) 615,067,000 As noted previously, the $4.5 million in annual payments 1
(combined with the existing trust fund balance, limited amounts to be recovered from ratepayers, and earned interest from 1990-2043) will:-(1) fund the Component Removal Period expenses,
+
(2) fund annual SAFSTOR expenses from 1994 through 2043, and (3) accumulate the additional monies (in 2008 dollars) needed to fully fund the Dismantlement Period.
The Dismantlement Period funds will be accumulated in the trust fund-by the end of 2008 and will remain designated for decontamination and dismantlement activities..
These Dismantlement Period ~ funds will accrue interest in the trust fund after 2009.
Additional funds will also be accumulated in the trust fund by the end of 2008 which will be used to pay for annual SAFSTOR expenses during for the projected SAFSTOR period
'2009 - 2043.
Funds for > the Dismantlement Period, plus interest earned after l
2009, will be sufficient to accomplish the Dismantlement Period l
activities, currently projected to occur from 2044-2046 at a
~
l' future value cost of $615,067,000.
It should be noted that with the Dismantlement Period funded by the end of 2008, PSC will have the funds available to accomplish decontamination and dismantlement activities at any time between 2009 and 2043.
L should PSC decide to commence these activities prior to 2044.
PSC's plan assumes that the inflation and investment (discount) rates are matched after 2008.
u Undue Financial Burden on Shareholders:
It is PSC's opinion that accumulation of funds prio" to !009 for SAFSTOR annual expenses (2009 - 2043) and decontanination and dismantlement expenses (2044 - 2046) will satisfy NRC concerns.
Requiring PSC to accumulate these funds at any point prior to 2008 would impose excessive and unnecessary financial burden on shareholders.
j ATTACHMENT 2 FINANCIAL PLAN (Revised February 1990)
I 6.1 NRC CRITERIA In accordance with 10 CFR 50.75 (b) and (c), a calculation of i
the minimum requirement to demonstrate reasonable assurance of funds for decommissioning must be made.
However, there are no provisions in the rule for calculating a minimum required amount for Fort St.
Vrain as an HTGR.
Therefore, PSC has made a site specific cost estimate in order to determine the appropriate certification amount.
2 for assuring the availability of adequate funds for the completion of decommissioning through 2046 as prescribed by 10 CFR 50.75 (b).
The i
current PSC estimate, as noted in Table 3-3, is $80.9 million (1989 dollars).
PSC has chosen SAFSTOR as its decommissioning option, which delays completion of decommissioning by including a period of long-term storage.
An external sinking fund, as described in 10 CFR 50.75 (e)(1)(ii), has been established in which to set aside funUs on a periodic basis.
PSC believes this approach adequately protects the public~ interest while at the same time maintains the financial integrity of the Company.
Further description of the funding plan is presented in the following sections.
6.2 CORPORATE FINANCIAL HISTORY WITH RESPECT TO FORT ST. VRAIN On September 24, 1986, as a result of negotiations regarding Fort St. Vrain with the Colorado Public Utilities Commission (CPUC) and consumer groups, PSC entered into a settlement agreement with the i
CPUC and certain other parties, including the consumer groups.
The settlement agreement includes removal from rate base of PSC's investment in Fort St. Vrain assets and recovery over five years of
$11.5 million of decommissioning costs. As a result of these actions agreed to by PSC, all legal and administrative proceedings relative to the ratemaking treatment of Fort St. Vrain were terminated.
The removal of Fort St. Vrain from regulatory rate base has left PSC shareholders responsible for the majority of costs of decommissioning.
6.3 DECOMMISSIONING FUNDING
As described in Section 3.8,
" Decommissioning Costs", the cost estimate for decommissioning is $80.9 million in 1989 dollars.
The costs for decommissioning were escalated to the estimated dates of expenditure in order to determine the level of funding that will be necessary over the life of the decommissioning project.
The escalation factors used ' are the long-term projections of the CPIU (Consumer Price Index for All Urban Consumers) as forecasted by Data Resources Inc. (DRI) with an average of the DRI escalation rates 6-1
my
?
n J
- to P-90039 l'
February 15, 1990 applied beyond the last year of the DRI forecast.
The current' escalation factors range from 4.9% to 5.6% over the period of the decommissioning project.
The escalator coupled with the 25%
-contingency (see Section 3.8) should be sufficient to cover the potential for future costs to be realized.
The site specific ' cost estimate escalated to the dates of expenditure is included as Table 6-1.
The. escalated costs of decommissioning will be updated on a periodic basis as necessary using the current forecast for escalation rates provided by DRI or a similar forecast service, taking into account NRC guidance.
TABLE 6-1 SITE SPECIFIC COST ESTIMATE L
(Costs Reflect Dollars Escalated to Expected Year of Expenditure)
Dollars in Thousands Component Removal Period (1988 - 1993) 22,558
,i l
SAFSTOR Period (1994 - 2043) 140,486 l
l Dismantlement Period (2044 - 2046) 615.067 l
L
$ 778,111*
l l
Future value equivalent to $80.9 Million (1989 dollars) site 7
specific cost estimate.
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L k
The funding plan for decommissioning has been determined whereby funding will' be derived from the following sources:
use of the dollars in existing PSC nuclear decommissioning trust funds; continued recovery of the allowed decommissioning costs from customers; annual contributions to the trust fund of approximately
$4.5 million per year for the period 1990-2008 made from PSC cash operations and/or debt facilities of PSC; and earnings on the trust
- fund.
The existing trust funds reflect previous recovery of decommissioning costs from customers of $6.2 million (including accrued interest) that had been accumulated through the composite depreciation rates in effect prior to the settlement as well as a portion of the $11.5 million recovery allowed by the settlement (See Section 6.2).
Addition;lly, PSC contributed approximately $1.8 6-2
i l
4 to P-90039
' February 15, 1990 i
million from cash operations in July 1989.
The total balance in the trust fund (including accrued interest) as of December 31, 1989 was
$17.6 million.
A total of approximately $4.2 million remains to be
- collected from customers over the next 2 years.
The existing trust fund balance and annual contributions of approximately $4.5 million to be placed in the trust fund during the period 1990 through 2008, together with earnings on the account balance, are sufficient to fund the component removal expenses and the maintenance of the plant in SAFSTOR through the end of the projected storage period and fund the decontamination and dism:ntlement expenditures projected to occur in 2044 - 2046.
The estimated earnings on the average trust fund balance were derived assuming a conservative after-tax. return on secure investment instruments of 6% through 2008 and assuming a match of the estimated inflation factors thereafter.
These projections were based on investment return projections as of January 1990.
The return factor will be updated on a periodic basis to reflect market conditions.
A presentation of the annual-computations. and resulting balances of the projected trust fund appears in Table 6-2.
PSC's trust funds are administered externally by a
professional agent. Copies of the existing trust agreements are provided as Appendix A.
PSC is currently interviewing prospective trustees and investment nanagers to determine if it is possible to l
upgrade existing services.
Any new contract or agreement which results from this process will meet the various requirements of the
. decommissioning rule and will be provided to the NRC.
PSC will appropriately consider any future regulatory guidance in terms of periodically updating the cost estimate and funding plan.
Updates will include a review of decommissioning plan activities, cost estimates for planned decommissioning activities, escalation rates to be applied to those costs, earnings on the trust account, tax rates and availability of tax benefits, and the level of annual - contributions -to the trust fund.
The review of the decommissioning and funding plans will be performed by PSC's Nuclear Operations Division in conjunction with the Finance Division to ensure that the most realistic estimate is currently available and to l'
ensure adequate funding based on that estimate.
6.4 FINANCIAL ASPECTS OF DEFUELING PLAN Although not directly related to decommissioning activities as defined in the Decommissioning Final Rule, PSC has committed to submit information concerning PSC's financial plans to support the L
defueling of' Fort St. Vrain.
The majority of these fuel related L
costs will occur during the initial Defueling Period of 1989-1993.
E PSC may fund these costs through a combination of cash from general operations, debt facilities and tax benefits.
6-3 1
-4.<
1 g
- to P-90039 i
nl A February 15,'1990 3
7 The analysis of funding needs for the fuel related activities
- t..
at Fort St. Vrain employed DRI escalation factors as described in the-previous decomissioning funding section.
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-Attachment 2 to P-90039 1
February 15, 1990 i
TABLE 6-2 DECOMMISSIONING TRUST FUND ESTIMATE (as of February 1990)
The attached table is a presentation of the schedule of annual transactions projected for the Fort St. Vrain decommissioning trust fund. The table includes the following information:
Section A:
1.
Estimated decommissioning expenditure escalated to the estimated year of expenditure as given.
Section B:
1.
Estimated balance of the trust fund at the beginning of the given year.
2.
Estimated decommissioning expenditure to be withdrawn from the. trust fund (see Section A above) in the given year.
3.
Remaining amount to be recovered from customers for decommissioning (see Section 6.3 of the Financial Plan) to be collected in the given year.
4.
Annual contribution to fund by PSC. (see Section 6.3, Financial Plan).
5.
Earnings on average trust fund balance (see Section 6.3, Financial Plan).
4 6.
Trust fund balance at end of given year after reflecting effect of contributions and withdrawals as described above.
(Results may be off slightly due to rounding.)
6-5
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i to P 90039-February 15, 1990 TABLE 6-2(continued)
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February 15, 1990 3-1 TABLE 6-2(continued) g-.
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j Attach' ment 2 to P-90039 1
February.15, 1990 1
TABLE 6-2(continued).
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4 PRELININARY
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DECOPMIS$10NING PLAN i
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-6 EXTERNAL TRUST FUND CONTRACT i
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' MIS TRUST AGREDCC, the (" Agreement") c enteraf into this i
. #/4 5 f day of NM
, 1981, by and betwe-PLELIC StrNICt:
-i COPfMW OF COIDnADO, a corporation otTjanizerl arri cxistirg untler the laws of the State of Colorat (" Grantor"), and 'ME AMCRICAN HATICIAL BANK OF
\\
DONER, a national bankirg association, the (" Trustee").
WITNESSETH:
WHEREAS, 'lhe Poblic Utilities Cbmnission of the State of Colorado ("PUC"), an agency of the State of Colorado, is authorised and empowered to establish certain rules, orders, and regulations applicable to the Grantor; and i
MEREAS, to provide assurance that funds will be available when needed for husioning Grantor's Fbrt'St. Vrain Nuclear Cenerating
'f Station (doommissionirq cost), the PUC did order in Decision No. C30-2346, issued Decenbar 12, 1980, that the ceantor, ommencing with the first calendar quarter of 1981, subsequent to the effective date of the PUC's Decision and Order, deposit with an independent trustee on or before the end of the nonth subsequent to the end of each calendar quarter a stated
^
amount of noney to establish a decommiasioning fmd;' and that said independent trustee be responsible for the invoetment of the anount as deposited and render reports to ceantor on the status of said fund no less frequently than annually; ard, further, that the release and dia-
+
position of the anount so deposited with se independent trustee is to i
be subject to further order by the PLC; and WlElshS, Grantor has challenged the validity of this order but i
L desires to act in accordance with its terms unless and until it is in-validated by a court having jurisdiction, and therefore has agreed to e
establish a trust to provide for the deconmissioning cost of the facil-ities identified herein; and MEIEhS, the Grantor, acting through its duly authorised officers, has selected the Trustee to be the Trustee under this Agree-ment, and the Trustee is willing to act as Trustee.
_~
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4 100 THtnrJORE, the Grantor aM the Tzvstoo agreo as follows:
1 S M CH I i
tefinitions As Used In h is Agroevent
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l.
We term Fiduciary rwans any person who exercises any power of contzel, managonant, or disposition, or renders investmont v
advice for a fee or other empensation, directly or indirectly, with respect to any monies or other property of this trust fund, or has any 1
authority or responsibility to e so,.or who has any authority or re-i sponsibility in the ackninistration of this trust fund.
2.
S e term Grantor means Public Service Capany of Colorado and any successors or assigns of the Granter.
i 3.
Se tem Trustee means he American National Bank of Denver and any a - mar trustee.
StcrIQN II Identification of Facility Ard Chet Estimates his Agressant pertains to the adjusted decenmissioning cost estinates, or portions thereof, related,to the Grantor's Port St. Vrain helear Generating Station for which financial assurance is denonstrated by this Agreement.
SECTION III
(
Establishment Of De Fund
%e Grantor and the Trustee hereby establish a trust fwd (the -
I
- Fund") for the benefit of the daccanissioning of the Grantor's Pbrt St.
Vrain Nuclear Generating Station. Se Grantor and the Trustee intend that no third party have adJess to the Fund except as herein provided.
Se Fund is to be established and funded as provided and described r
herein, which manner is acceptable to the Trustee. Such p + iy ard enounts as are to be deposited with the Trustee, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement, are referred to as the Fund.
1 4,
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he rurd will be held b/ the Trustcc, DI '"nUST, as herciruf ter provated, 1
e
'an Trustee undertakes no resronsibility for the anoet or odcqpey of, j
nor any duty to collect from the Grantor, any payments to dischappe any liabilities of the Grantor established by the PUC.
3 StrTImt IV Payment rer Decomissionirn cost me Trustee will make such payments fran the ru, as the Grantor, acting pursuant to order of the PUC, may direct in writing to i
provide for the payment of the decomissioning cost of the facility
{
covered by this Agreement or the dispsition of any balance remaining -
after the payment of such cost.
SECTIS V Paynants Omprisirus me had
?
Payments made to the Trustee for the Fund will consist of funds *in an snount equal to that portion of the depreciation allowance I
t permitted in connection with Grantor's Fcrt St. Vrain thaelear Generating
. Station that th(Ptc may detamine facm time to time is necessary' to L
provide for deocymissioning costs, said amounts to be deposited nonthly,
{
this being the basis on which Grantor bills its customers.
l>
SE T!W VI Trustee L ___-..
Trustee will invest and reinvest the principal and income of the Mand and keep the Fund invested as a single fund, without distinction between principal and income. In investing, reinvestire, purchasing, i
acgdring, anchanging, selling and managing the Furd, the Trustee or any other riduelary will discharge his duties with respect to the trust fmd solely in the interest of and for the benefit of this trust fund, and with the cars, skill, prudence and diligence under the ciremstances I.
then prevailing which persons of prudence acting in a like. capacity and l
familiar with such natters would use in the corduct of an enterprise of 3
m "h
e a 11ko Cibiractcr arvj wSth like alms. W1uun t.hc 1 Mutations of thC i
forogoing standard, the trustee is authorized to acquire every kind of property, reni, personal or mixed, and to noko every type of investnant, specifically including, but rot limited to, conron trust funds adnin-istered by the Trustee, tax exeyt obligations, roney nerket funds, certificates of deposit, corporatw obligations and securities of every kind, preferred or common stocks, and interests in investment trusts and nutual funds that men of prudence, discretion and intelligence w>uld uso in the conduct of an enterprise of a like character, except that:
1.
Securities or any obligations of the Grantor, or any successor to the Grantor, or any of their affiliates, will not be ac-quired or held.
2.
'Ihe Trustee is authorized to invest the F\\and in time or demand deposits of the Trustee, to the extent insured by an agency of the rederal or State Coverment.
3.
The Trustee is authorized to hold cash aweiting investment or distribution uninvested for a reasonable time and without liability for the payment of interest thereon.
SECTION VII Dcpress Powers of '!Tustes Without in any way limiting the towers and discretions con-ferred upon the Trustee by the other provisions of this hyreenant or by law, the Trustee is expressly authorised and ew M as follows:
1.
'It) hold, retain, invest, reinvest, and manage without diversifiestion as to kind, anount or risk of nonproductivity in realty or parannalty, and without limitation by statute or rule of laws par-tition, sell, enchange, grant, convoy, deliver, assign, transfer, lease, option, nortgage, pledge, abandbn, borrow, loan, contract, distribute in cash or kind or partly in each at fair market value on the date of distribution and without requiring pro rata distribution of specific assets, and without requiring pro rata allocation of the tax bases of such assets; hold in n:iminee form, continue businesses, carry out agree-1
i.
t
?fRg,
l 1 ments, deal with' atself.' other fiduciaries and trasincas organizations. in N
' which ths Trustco nny Mvc on interest, establish reserves, release e
=4
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powers, and abandon, settic, contett,
- l conprcmise; or otherwise adjustl i!
' all clains in fawr of or acjainst the Fund.'
2.. De Trustee may also exercise all the powers in the Cblorado Fiduciaries' Powers Act as amended after the date of this /qreonont..
l-StcrION VIII Taxes And Expenses All taxes of any kind that may be assessed or levied against or in respect of the ned, and all brokerage ecmmissions incurred by the l
Fund, will be paid f::cm the Fund. All' taxes of 47y kind incurre:1 by the-Grantor due to inclusion of Fund inccne on the Granter's tax returns p'
will be reinturned to the Grantor fran the Fund p certification of
- the proper anamt by the Grantor. All tax returns or information returns L
required pursuant to any taxes assessed or levied against or in respect of the Fund will be prepared by the Trustee or at the Trustee's direc-
, +
tion.
All other rApenses incurred by the Trustee in connection with the-
[
edministration b2 this trust, including fees for legal services rendered b
to the Trustaa in' respect of the Fund,' the ccupensation bf the-Trustee
.i
.to'the extent not paid directly by the Grantor, preparation of tax m
returns, and all othese proper charges and disbursements of the Trustee will be paid from the Mmd.
l l.
SECTION'IX i,s Omrterly valuation p-j Periodic reports shall be rendered by the Trustee to.the Grantor showing all of the receipts, disbursements, expenses, and dis-2 L' positions during the period and aseets then held as the principal of the m
Fund, which reports shall be rendered quarterly, within thirty (30) days l'
of the end of each calendar quarter. Any securities in the Fund will be valued at market value as of no nore than thirty (30) days prior to the t4 date of the statemont.
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Advico Of Counsol' We Trustee may frem time to timo consult with counsel, who -
1 t l,
may be counsel to the Grantor, with respect to any questions arisirq as :
to the constextion of this Agrecment or any action to be.taken here-under. - We 'n ustcc will bc fully protected to the extent permitted.ly -
. law in acting upon the advice of counsel.
='
~
SECTION U Trustee Corrpensation -
d s
4 i ne Trustee will be entitled to reasonable cargensation for n
its services, as agreed upon in writing from time to time with the I-l-
Grantor.
I i
t SE:TICH UI 1,
Successor Trustee l,
Upon the written agrooment of the Grantor, the Trustee, and -
the PUC,: the Trustee may resign or the Grantor may replace the Trustee.
' \\
~ In either event, or should the Trustee for any reason fail to qualify or cease to act as Trustee, the Grantor with the approval of the PUC will e
appoint a successor tzustee who will have the same powers and duties as r
i those conferred p the Trustee hereunder provided, however, that the a
Grantor shall' have no right or power to become a trustee and no pro-t vision of this Agreement shall be construed m as to create any right or power in the Grantor to ao act as the trustee. Upon acceptance of the appointment by the swwwaant trustee, the Trustee will assign, transfer, and pay over to the successor trustee the funds and properties then s
constituting the Fund. If for any reason the Grantor cannot or cbes not act in the event of the resignation of the Trustee, Trustee may apply to i
(
a' court of cagetent jurisdiction for the appointment of a successor trustee or for instructions. We successnr trustee and the date on which it will assume administration of the trust will be specified in writing and 'sent to the Grantor, PUC, ard the present and successor.
m qj yi ' :.1 Trustees by certifisal nuti Lun 110) (bys 'Lu.:foru such cluye tvana,
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effockive.-f hny exponst.s incurred by the Trustoo as a result of.r.ny of ~
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lyt '
r the acts conte plated by this section will be paid as provided in soc-s a
1
,y tion VIII.
i g strrION xIII lj Instructions 1b 1ho Trustoc'-
All orders, requests, and instructions by the Grantor to the Trustee will be in writing, signed by proper officers of the Grantor-and,-if appropriate, e s ied by relevant orders of the PUC. Trusteo 4
will be fully protected in acting without inquiry in accordance with the' Grantor's orders, requests, and instructions. 1he Trustee will have no.
duty to act in the absence of such orders, requests, and instructions
- from the Grantor except as provided herein.
SBCTIolf XIV '
Amenement of Agreement This Agreenent ney be amended only by an instrunent in witing.
~
executed by the Grantor, Trustee and appsowed by the Ptc.
a N#
Irrevocability And Termination subject to the right of the parties.to amand this Agreement as provided in section XIV, this Agreement will be irrevocable and will -
continue until tenninnted by payment of deccanissioning cost from the ned as provided in Section IV hereof, which event is conteplated-to occur appecuisetely thirty (30) years from date hereof, or upon the witten agressant of the Grantor, the Trustee and the Plc, or upon the witten order of the PUC. Upon tannination'of the Mad, any remaining trust property in excess of decomissioning expensee contenplated by the terms of this Fund will revert to the Grantor sutrject to the order of the PUC and final closing of this trust account shall be' subject to written approval from the PUC.
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' IJtifunity And IndOilnifiCittion -.
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- N Trustee will not incur persoral liability of any nature in connection with any act or omission mado in good faith in the adminis-=
e tration of this trust,~or in carrying out any direction by the Grantor
- issued in accordance with this kJrsement. The Trustee will be indemified 4
. and saved ha; mless by the Grantor or from the trust Fund,-or both, from a.._ against any personal. liability to which the Trustee may be subjected-by zeason of any act or conduct in its official capacity.
SecrIm xvii choice of Law This k,reament will be administered,iconstrued and enforced according to the laws of the State of Colorada.
SECTIm xvIII-Interpretation As used in this kyreenent, words in the singular include the plural and words in the plural include the singular. h descriptive headings for each section of this Agressant will not affect the inter-
'pretation or legal officacy of this Agreement.
IN WTINESS %#EREDF, the parties have caused this Pqrespont to be executed by their respective officers duly authorised and their corporate seals to be hereunto affixed and attested as of tho'date first above written.
PtBLIC SEmf!CE 039ANY OF CDIDRMO By,w.c va su>
ATIEST:
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STAE OF COIMADO
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[ CITY AND C0(.NPY OF 6
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Dw foregoing TRUST AGRIDIENT was acknowledged' before me this.:
g-f/Aff ' day of; hkY 1981l by
). W.
8VMNS a.;
' and "llD. 3.: MdCA' as the Grantoriand &. #/CNMd -
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and
. as the Trustee.
Witness my hand and official seal.
I
' My 0:mmission Depires:
4 b.fp Q)
Notary Public y... /g' LL m
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,APR 1988 (j /
Aj s
s TRUST AGREEMENT THIS' TRUST AGREEMENT, the
(" Agreement"),
entered into-effective as of ' the 1st day of January, 1983, by and between
'PUBLIC' SERVICE COMPANY OF COLORADO, a corporation organized an'd ci r
existing under the laws of the State of Colorado (the " Company"),
and FIRST INTERSTATE BANK OF-DENVER, a
national banking association,- (the " Trustee").
W I.T N E S S E T H s P
WHEREAS, pursuant to section 468A of the Internal Revenue Uc I
Code of 1986, ( " Code" ), certain federal income tax benefits are r
available to the Company by creating and making contributions to-qualified. nuclear decommissioning reserve funds associated" with.
the Company's ownership of Fort St.
Vrain Nuclear Generating Station; and WHEREAS, the Company wishes to establish a qualified nuclear
' decommissioning reserve fund to hold monies for decommissioning Fort St; Vrain Nuclear Generating Station; and
[
WHEREAS, the Company wishes to establish a Fund for the investment of the assets of the qualified nuclear decommissioning reserve funds for Fort St. Vrain Nuclear Generating Station; and i
1 WHEREAS, the Company,. acting through its duly authorized l(-
officers, has selected the Trustee to be the Trustee under this 5
i Agreement, and the Trustee is willing to act as Trustee.
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Q, NOW,. - THEREFORE, the Company and the Trustee agree as fol-lows:
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SECTION I Definitions As Used In This Agreement
~1.
The term Fiduciary means any person - who exercises any 1
T,.
power of control', management, or disposition, or renders invest-.
ment-advice for a; fee or other compensation, directly or indi-i rectly, with respect to - any monies: or other property of thin
~ i trust - fund, or has any authority or responsibility to do so, or
-.who has' any authority or responsibility in the administration of this trust fund.
2.
The term Company means Public Service Company-of 3
-Colorado and.any successors or assigns of the Company.
3.
The term Trustee means the First. Interstate Bank of Denver and any successor trustee.
4.
. Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.
SECTION ll Identification Of Facility And Cost Estimates This Agreement pertains to the adjusted decommissioning, cost estimates, or portions thereof, related to the Company's Fort St.
a Vrain Nuclear Generating Station for which financial assurance is-
. demonstrated by this Agreement.
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. SECTION III j
[
Establishment Of The Fund l
The Company and the Trustee hereby establish a trust fund j
(the. " Fun'd")
for-the benefit of~ the decommissioning of. the j
Company's Fort St. Vrain Nuclear Generating Station.. The Company and.the Trustee intend that no third party have access to the-k Fund 'except as herein provided.
The Fund is to be established and funded as provided and described herein, which manner is acceptable to the Trustee.
Such property and amounts as are.to b
be deposited ' with the Trustee, together with all earnings and profits' thereon, less any payments or distributions made by the Trustee pursuant to this Agreement, are referred to as the' Fund.
l The Fund will be held by the Trustee, IN TRUST, as hereinafter-i provided.-
The Trustee undertakes no responsibility' for the L
p.
amount or' adequacy of, nor.any duty to collect from the Company, l
l
-any payments to discharge any liabilities of the Company estab-1:
l.
lished by any governmental authority.
1 SECTION IV Payment For Decommissioning Cost The - Trustee will. make such payments from the Fund as the Company may direct in writing to provide for the payment of the decommissioning cost of the facility covered by this Agreement or the disposition of any balance remaining after the payment of such cost.,
g,,
SECTION V Payments Comprising The Fund
^
Payments - made to. the Trustee for the Fund will consist of.
4 fundsT in an amount equal to that portion of the depreciation allowance permitted.in - connection with Company's Fort St. Vrain Nuclear Generating Station that may be determined ~ from time to
. time is necessary to provide for decommissioning costs, said amounts to be deposited monthly, this being the - basis on which i
company bills its customers.
SECTION VI Trustee Management Trustee will invest and reinvest the principal and income of the Fund and keep the Fund invested. -as a
single fund.
In investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Fund,.the Trustee or any other Fiduciary will' discharge his duties with respect to the trust fund solely lL in the ~ interest of and for the benefit of this trust fund, and q
l I
with the
- care, skill, prudence and diligence under the l.
circumstances then prevailing.which persons of prudence acting in l
a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
Within the limitations of the foregoing standard and pursuant to the requirements of Section 468A of the Internal Revenue Code of l
-1986, the Trustee is authorized to sell, exchange, partition, or otherwise dispose of all or any part of the Fund at public or,
i
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t..
4 p:*ivate sale, without prior application to, or - approval-by, or-o2 der-of any_ court, upon such terms and in such manner and at j
su:h prices as the Trustee shall determine; to-modify, renew'or-l l
extend bonder notes or other obligations or any installment.of principal thereos:or any interest due thereon and to waive any-defaults in the performance of the terms and conditions thereof; and. to execute and deliver any and all bills of sale,_
[
assignments, bonds or other instruments in connection with these powers, all'at such times, in such manner and upon such-terms and e
l conditions as the Trustee may deem expedient to accomplish the purposes of this Fund.
The Trustee is authorized to hold cash awaiting investment or distribution uninvested for a reasonable time :and without liability for the payment of interest thereon.
.i SECTION Vil Express Powers Of Trustee Without-in any way limiting-the powers-and discretions conferred upon the Trustee by - the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered as follows:
1.
To retain, manage, invest and reinvest all or part of the Fund, including any undistributed income therefrom; provided, however, that no such investment or reinvestment of the Fund may be made by the Trustee.unless such investment is permitted to be.
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501(c)(21)(B)(11) and' 468A(e)(4)(C),
the; eQ made by. Code sections f
regulations thereunder, and any applicable successor provisions.
2.
To renew or extend the-time of payment of any i
obligation, secured or unsecured, payable to or by this Fund, for-i as long a period _or periods of time and on such terms as the.
b
' Trustee shall' determine, and to adjust, settle, compromise,-. and y
-arbitrate claims or demands in favor of or against this Fund,.
. including claims for taxes.
3.
To hold any stocks, bonds, securities,. and/or other property in the name of a nominee, in a street name, or by other 4
title-holding device, without indication of trust.
4.
To borrow money in such amounts and upon such terms as' the Company may authorize in writing as necessary to carry out the purposes of.this Fund, and to pledge any securities-or other property for the repayment of any such loan as the Company may t
direct.-
5.
The Trustee may _ also exercise all the powers in the Colorado Fiduciaries' Power Act as amended after the date of this t
Agreement.
SECTION Vill Taxes and Expenses All taxes of any kind that may be assessed or levied against or in respect of the Fund, and all brokerage commissions incurred
[
by the Fund, will be paid from the Fund.
All taxes of any kind L
incurred by the Company due to includion of Fund income on the L
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p.
9
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-Company's' tax returns will be reimbursed _to the Company from_the Fund upon_ certification of the proper amount by the Company.
All
- t
. tax returns or information returns. required pursuant to any taxes
]
assessed.or levied - against or in respect of the Fund will be 1
prepared by the Trustee or at the Trustee's' direction.
All other
-l expenses incurred by.the Trustee in connection with the adminis-
[
tration of-this trust, including fees for legal services rendered-to the Trustee in. respect of the Fund, the' compensation of the Trustee-to the extent not paid'directly by the Company, prepara-tion of tax' returns, and all other proper charges and disburse--
j 1.
i ments of the Trustee will be paid from the Fund.
^i l
SECTION IX Quarterly Valuation
-?
Ls Periodic reports shall be rendered by the - Trustee. to the Company showing all of the receipts, disbursements, expenses, and dispositions during the period; and assets Lthen held. as -the i.
. principal of the Fund, which reports shall be rendered _ quarterly, l,
within thirty (30) days of the end of each calendar quarter.
Any n
l-j.
securities in the Fund will be valued at market value as of no 1
more than thirty (30) days prior to the date of the statement.
SECTION X Advice Of Counsel The Trustee may from time to time consult with counsel, who may be counsel to the Company, with respect to any questions I
_,________.____u_____________
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- arising as to:the-' construction of this' Agreement or any action to' a c-be -~ taken - hereunder.
The Trustee will ' be fully protected to the extent permitted by law in acting upon the advice of counsel.
j SECTION XI I
Trustee Compensation The Trustee will be entitled to reasonable compensation for' its services, as agreed upon in writing from time ' to time' with t
the' Company.
SECTION XII Successor Trustee Upon the written ' agreement of' the Company and 'the Trustee, the ' Trustee may resign or the Company may replace the
~
l Trustee.
In either event, or should the Trustee for any reason-
- fail to qualify or cease to act as' Trustee, the Company will li appoint a - successor trustee who will have the same powers and -
. duties as those conferred upon the Trustee hereunder;- provided',-
l
- however, that the company shall have no right or-power to become a trustee-and no provision of this Agreement shall be construed 7
so as ' to create any right or power in the. Company to so-act as-4 h
.the trustee.
Upon acceptance of the appointment by the successor L
l trustee, the Trustee will assign, transfer, and pay over-to the successor trustee the funds and properties then constituting the Fund.
If for any reason the Company cannot or does not act'in i,
the event of the resignation of the Trustee, Trustee may apply to a court of competent jurisdiction for the appointment of a e
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i successor trustee or for instructions.
The successor = trustee and i
1 the date on which.it will assume administration of the trust will be specified in writing-and sent to the Company, and the present.
and successor Trustees by certified' mail ten (10) days before such change becomes effective.
Any expenses. incurred by the 7
Trustee as a - Lresult -; of any of the Eacts contemplated by this Section will~be paid as provided in Section VIII.
SECTION Xill Instructions To The Trustee All orders, requests, and instructions by the Company to the-Trustee will - be in writing, signed by proper officers of. the Company and, if appropriate, accompanied by relevant orders of governmental authority.
Trustee will be fully protected in acting ' without inquiry in accordance with the Company's orders,.
h requests, and instructions.
The Trustee will have no duty to act l
in the absence of such orders, requests, and instructions from l
the ' Company except as provided herein.
SECTION XIV Amendment Of Agreement l
This Agreement may be amended only by an instrument in writing, executed by the Company and Trustee.
SECTION XV frrevocability And Terminatlop Subject to the right of the parties to amend this Agreement as provided in Section XIV, this Agreement will be irrevocable.
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{4 f and' will continue until terminated by payment of decommissioning cost from. the Fund as.provided in Section IV hereof, which event-'
- is? contemplated -to occur approximately thirty. (30) years from date hereof, or.upon the written agreement of the Company and the Trustee l.
Upon -termination of the. Fund, any remaining trust propertyJin excess of decommissioning expenses contemplated - by the-terms of this Fund will revert to'the Company subject-to the order;of appropriate governmental authority; and final closing of this trust account shall ' be subj ect. to written approval from = the -
appropriate governmental authority, if any.
SECTION XVI immunity' And Indemnification The Trustee. Will' not incur liability of any nature 'in 1
connection with any ' act or omission made in good faith in the
]
i administration of this trust, or in carrying out any direction by the Company. issued. in accordance with this Agreement.
The j
Trustee will be indemnified and saved harmlests by. the Company or j
~
from the trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of'any act or conduct in its official capacity, l
SECTION XVil Choice Of Law i
This. Agreement will be administered, construed and enforced
[~
according to the laws of the State of Colorado.,
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j SECTION XVill'
'As used in this Agreement, words in the singular include the' plural and words in the plural include the singular.
The de-scriptive headings for~each section of this Agreement will not
- affect the. interpretation or legal efficacy of this Agreement.
IN WITNESS. WHEREOF, the parties have caused this Agreement t
i
- to be executed.by their respective officers duly autho rized- ' and --
their corporate - seals to.be hereunto affixed and. attested as of the date first above written.
L PUBLIC SERVICE COMPANY OF COLORADO '
By
/
Title:
MC4 ?h45 ATTEST:
Mk r.
See ary.
[ SEAL) 4 FIRST I ERSTATE BANK OF DENVER -
By:
VICE PT.:::::li f::3 T.TCST OFFICER
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Title:
I.
1
' ATTEST:
.-Qfjf
\\PPROVED C= y
'J.
7 sk' t Cubiss
' A EXECUTION
[ SEAL).
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STATE:OF COLORADO-
)ss.
. CITY.& COUNTY OF DENVER
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' Th{ ' forego'ing. TRYST - AGREEME T was acknowledoed me ~
l Rickand 6 Mbefore this day of /lokL
,.198 as i
- as Vice. resident ~ahd _ by _Tmm ee e G oh as,Secre'tary of Public Service Company of Colorado.
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Witness my hand.and officia1 seal.-
1 My Commission Expires:
~ @ 070 -
n 97L thf/74Ah_
Notary Pubfic~
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STATE OF COLORADO
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)ss.
l; CITY & COUNTY OF DENVER
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l Thykforegoing-ARUST AGREEMENR was knowledged before me I
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d.1aG,aN (AJan 4-of First Interstate Bink of Denver.
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-Witness my hand and official seal.
My Commission Expires l'I k /
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TRUST AGREEMENT THIS ' TRUST AGREEMENT ~ (the " Agreement"),- entered into of fec-l tive as of.
> J_e it,
, 1989, by and between PUBLIC SERVICE U
U-COMPANY OF COLORADO, a corporation organized and existing under the ws of. the State of Colorado (the '" Company"), and. FIRST 3
INTERSTATE BANK OF DENVER', a national banking association (the
" Trustee").
u W I T'N E'S S E T H:
- WHEREAS, the Company wishes to establish a Fund for the
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investment of certain nuclear decommissioning ' reserve funds for the Fort St. Vrain Nuclear Generating Station; and
- WHEREAS, the - Company, acting through -its duly atithorized e
officers, has selected the Trustee to be the Trustee under this-Agreement, and the Trustee is willing-to act as-Trustee.
1 NOW,' THEREFORE, the Company and-. the Trustee agree as fol-
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SECTION I
, ii Definitions As Used In This Agreement 1.
The term " Fiduciary" means any person who exercises any 1
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[4 power of-control, management, or disposition, or renders invest-ment advice for a fee or other compensation, directly or indi-rectly, with respect to any monies or other property of this trust fund, or has any authority or responsibility to do so, or
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who has-any authority or, responsibility in the administration of l
this trust fund.
' 2.-
-The term " Company" means Public Service Company of-i
' Colorado and any-successors or assigns.of the Company.-
3.
The term " Trustee" means the First Interstate Bank of:
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i; Denver or any successor trustee.
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p SECTION II Identification Of Facility And Cost Estimates This Agreement pertains to the adjusted decommissioning cost l:
estimates,'or' portions thereof, related to the Company's Fort =St.
L Vrain Nuclear Generating Station for which financial assurance is j
demonstrated by this Agreement.
1 SECTION III Establishment Of The Fund
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The Company and the Trustee hereby establish. a ' trust fund-
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(_ the- " Fund")
for the. benefit of the decommissioning of the Company's Fort St. Vrain Nuclear Generating Station.
The Company and the Trustee intend that'no third party have access to the Fund except as herein. provided.
The Fund is to be established i.,
and funded as _ provided and described herein, which manner is acceptable to the Trustee. Such property and amounts as are to be 1
L deposited with the
- Trustee, together with all earnings and profits thereon, less any payments or distributions made by the L
Trustee pursuant to this Agreement, are referred to as the Fund.
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? The : Fund will be held by the' Trustee, IN' TRUST,'as hereinafter:
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provided.
The Trustee undertakes, no responsibility for the amount or adequacy of, nor any duty-to collect from the Company,
.any payments to discharge any liabilities. of ' the company estab.
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'lished by any governmental' authority.
j SECTION IV b
Payment For Decommissioning Cost
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The : Trustee will make such payments from the Fund as the.
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E Company may direct in writing to provide for the payment of the.
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-decommissioning cost of the facility covered by this Agreement or
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.the disposition of any' balance remaining after the payment' of such cost.-
SECTION V L
Payments Comprising The Fund Payments made to.the Trustee for the Fund shall consist of.
- cash, securities, or other liquid assets acceptable to the Trustee.
The ' Fund is established initially as consisting of
$1,768,150 in cash deposited with the Trustee.
The Fund shall include such cash and any other property subsequently transferred to the Trustee, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement.
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SECTION VI l
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Trustee' Management y.
t Trustee will invest and reinvest the: principal'and income of the Fund'and-keep the Fund invested as a single fund.
Intinvest'-
ling, reinvosting, purchasing, acquiring, exchanging, selling;and a
managing: the Fund, the Trustee or any other Fiduciary will.
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discharge his: duties with respect to the trust fund solely in~;the
' interest of and for the benefit of-this trust fund, and with the m
care,. skill,-prudence and diligence' under the circumstances then-prevailing which. persons of prudence acting in-a like capacity 4
and-familiar with such matters-would ' use in the conduct of an' enterprise of a like character and with like aims. 'The Trustee is authorized to sell, exchange, partition, or'otherwise dispose-of all orLany part of the Fund at public or private sale, without Ll prior application to, or approval by, or order of any court, upon k
such terms-and in -such manner and at such prices as the Trustee L
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- shall determine; to modify, renew or extend bonds, notes.or other
.obligatione or any installment of principal - thereof or any.
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-interest due thereon.and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver
.i any and all bills of ' sale, assignments, bonds or other instru-l ments in connection with these powers, all at such times, in such manner and upon such terms and conditions as the Trustee may deem expedient to accomplish the purposes of this Fund.
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or distribution uninvested-for ~.a reasonable time in, an : account bearing aLreasonable market rate-of-interest,
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SECTION VII-l's.
Express Powers Of Trustee j
.i Without in any way limiting the~ powers and discretions
.j conferred upon. the Trustee by the other provisions of this 4
Agreement or by. law, the Trustee is expressly authorized and-empowered-as followsi t
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1.
To-retain, manage, invest' and reinvest all or part ' of.
l the: Fund, including a'ny undistributed income therefrom; J
-2.
To. renew or extend the time or. payment of any.
- obligation, secured or unsecured, payable to or-by this Fund, for e
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'a s long-a period or periods of time : and on' such terms as the
.i Trustee shall determine, and to' adjust, settle, compromise, and L
arbitrate claims or demands in favor of or againste this-Fund, g
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inclu'ing claims for taxes.
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To - hold' any stocks, bonds, securities, ' and/or other property-in the name of a nominee, in a street name, or by other l.
title-holding device, without indication of trust.
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To borrow money in such amounts and upon such terms-as the Company may authorize in writing as necessary to carry out l
1 thel purposes of this Fund, and to pledge any securities or other property for the repayment of any such loan as the company may p
direct.
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The Trustee' ' may ~ also. exercise all' the powers - in-the -
Colorado Fiduciaries' Power Act as amended after the date of this'
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SECTION'VIII Taxes And Expenses All taxes t of: any-kind that may be assessed or levied against',
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. or-in respect of...the Fund, and all brokerage ~ commissions incurred
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'by the' Fund,. will. be paid from the Fund.
All' taxes of any-kind V;
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- incurred by, the' Company. due to the inclusion of Fund income on; m
A the company's tax-returns will'be reimbursed to the Company.from.-
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.the.Fundjupon certification of the proper amount by the-Company.
i All tax returns or information returns required by-law will be v:
L timely prepared and filed with the proper taxing authority by the-Trustee-or-at the Trustee's direction, and a copy of each return shallibe: provided by the Trustee. to the company within' ten (10)
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daysfof the date of filing.
All other expenses incurred by the -
Trustse in connection with the administration of.this trust,
' including fees for legal services rendered to the Trustee in respect of the Fund, the compensation of the Trustee to - the l
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extent not paid' directly by the company, preparation of ' tax returns, and-all' other proper charges and disbursements of the Trustee will~be paid from the Fund.
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SECTION IX 5
I l-Quarterly-Valuation Periodic reports shall be. rendered by the Trustee ' to the Company ~ showing all of the receipts,. disbursements, expenses, and
- c-I dispositions during the period and assets then held as the
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principal;of the Fund, which reports shall be rendered quarterly,
' within thirty (30). days of the end. of' each calendar quarter.
Any
..,w securities in~ the -Fund will be valued at market value as of no more than thirty (30) days prior to the date of the statement.
t SECTION X 3
Advice of Counsel The: Trustee may from time - to time consult with counsel, who may. be counsel to the Company, with respect to.any question arising, as to.the construction of this Agreement or any action to
- j be taken hereunder.
The Trustee will be fully protected 'to the extent permitted by. law in acting upon the advice of-counsel.
7 SECTION XI Trustee Compensation The Trustee will be entitled to reasonable ccmpensation for tits services, as agreed upon in writing from time to time with i
the company.
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SECTION XII' Successor Trustee
.Upon~ at' least thirty (30) days written' notice, the Trustee-i may. resign or the Company may remove and replace the Trustee.- In
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f either event, Or should-the - Trustee for any reason fail to
. qualify or cease to act as Trustee,. the company will appoint.a
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2 successor trustee who will have the : same powers and duties as J;
r those conferred upon the Trustee hereunder; provided, however,-
that the Company.shall have no right or power to become a trustee.
and ~ no - provision of this Agreement shall be construed so as to create any right.or power in the Company to so act as the trust-t
.Upon acceptance of the: appointment by the. successor trustee,.
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-q the-Trustee will assign, transfer, and pay over to the successor l
. trustee the funds and ' properties then constituting the Fund and
' provide 'such. other documents and information as are needed by the -
. successor. to properly administrate the Fund.-
If for 'any. reason,
the Company cannot or does not act in' the event of the resigna-tion of the Trustee, Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instructions.
The successor trustee and the date on which it will assume administration of the trust. will be specified in
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writing and sent to the Company, and the present and successor i
i Trustees by certified mail ten '(10) days before such change becomes effective.
Any expenses incurred by the Trustee as a result of any of the acts contemplated by this Section will be paid as provided in Section VIII.
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j SECTION XIII
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s Instructions To The Trustee
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.All orders,> requests, and instructions by.the Company to the.
Trustee will be in writing, signed by proper. officers. of the-d t
company.
-Trustee will be fully protected in acting without
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-inquiry in. accordance with the Company? s orders, requests, and' l
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The Trustee will have no duty to act in the it absence of such ord ers,'
- requests, and instructions from.. the t
. Company except as provided herein.
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SECTION XIV Amendment of Agreeme.n..t.
This Agreement may. be amended -by the Company to the. extent necessary 'or helpfu1~ to comply. with regulations, rules, ete-4 o
issued by the Nuclear Regulatory Commission.
However, no' amend -
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L ment' may be made by the Company-without the _~ written consent' of the Trustee if the amendment increases the. responsibilities of' the Trustee under this Agreement.
Any amendment must be made~in writing.
w SECTION XV Irrevocability And Termination Subject to the right of the parties to amend this Agreement i
as provided in Section XIV, this Agreement will be irrevocable and.will continue until' terminated-by payment of decommissioning cost from the Fund as provided in Section IV hereof, or upon the -
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written; agreement'of the Company and the Trustee.
Upon.termina-
- t i o n L o f the: Fund, any ' remaining trust property in excess of decommissioning. expenses contemplated by the terms of this. Fund:
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.will' revert to the company or-its. successors.
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SECTION XVI e
Immunity And Indemnification.
The Trustee will not ' incur liability of any nature
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connection with any act or omission. made in good faith in the
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administration of this trust, or'in carrying out'any direction by l:
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the-Company ' issued in accordance.with this Agreement.
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. Trustee will be -indemnified and saved harmless by the ; Company or
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from the trust Fund, or _ both, from and against any personal liability to which the Trustee may be subjected by_ reason of'any 1
t act or conduct in its official capacity.
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SECTION XVII i
_ Choice of Law This Agreement will be administered, construed and enforced i
according to the laws of the State of Colorado.
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SECTION XVIII Interpretation As used in-this Agreement, words in the singular include the plural and words in the plural include the singular.
The.
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- ,7 Ldescriptive headings for each section of this Agreementiwill not
~ affect the interpretation or legal. efficacy of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement-
- to ' he ~ executed by their respective' of ficers duly authorized--and theirl corporate seals to be hereunto affixed and attested as of the date first above written.
PUBLIC SERVICE COMPANY OF COLORADO By:
tie 1e s' is/
sAh.c ATTEST:
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Se r tary L]
PIRST N ERSTATE B OF DENVER-By:
.%roAA ~/ # Tky+ &Q Title V/t-e
-ATTEST
/A./n h Title [-
[ SEAL]
APPROVED renoacumN KS&O WR y
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1 STATE OF COLORADO
)) ss.
CITY & COUNTY OF DENVER
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The foregoing TRUST AGREEMENT was acknowledged before me this ]/(1 day of Cubs
, 1989, by f. 6, W//, >
as Vice President arR1 bf _ h a #, 1726 tL h as @ecretary of Public Service Company $f Colorado.
Witness my hand and official seal.
9 My commission expires O Mil $s/a4/ 44,/993 J$sela 05 ws.e N
ry Public STATE OF COLORADO
)) ss.
CITY & COUNTY OF DENVER
)
The foregoing R ST AGREEMENT was acknow
.d ed bef re me this-llb day of
, IS$9, by Ahl b8 as LRI.
P-i a* +fe 400h and k w. c. A h f h -~>
as GdA t M.. 's
& of First IIRerstate Bank of Denver.
witness my hand and official seal.
My commission expires:
814 9 l
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