ML20035A348
| ML20035A348 | |
| Person / Time | |
|---|---|
| Site: | San Onofre  |
| Issue date: | 03/18/1993 |
| From: | SAN DIEGO GAS & ELECTRIC CO. |
| To: | |
| Shared Package | |
| ML13312A676 | List: |
| References | |
| NUDOCS 9303250182 | |
| Download: ML20035A348 (56) | |
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i SAN DIEGO GAS & ELECTRIC COMPANY NUCirAR FACILITIES NON-ObALIFIED CPUC DECOMMISSIONING t
i MASTER TRUST AGREEMENT FOR SAN ONOFRE t
i NUCTP3R GENERATING STATIONS
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4 9303250182 930318 PDR ADOCK 05000206 l
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SAN DIEGO G_AS fr ELECTRIC COMPANY TABLE OF CONTENTS ARTICLE TITLE PAGE l
ARTICLE I:
DEFINITIONS, PURPOSE, AND NAME 3
i 1.01 Definitions 3
1.02 Authorization..............................
9 1.03 Master Trust Purpose.......................
10 1.04 Establishment of Master Trust..............
10 l
1.05 Name of Master Trust.......................
11 ARTICLE II:
DISPOSITIVE PROVISIONS 11 2.01 Payment of Nuclear Decommissioni.sg Costs 11 2.02 Additions to Master Trust 15 2.03 No Transfers Between Fund Accounts.........
15 2.04 Designation of Funds.......................
15 2.05 Distribution of Income.....................
16 2.06 No Transferability of Interest in Trust 16 2.07 Resolution of Disagreements................
17 2.08 Termination of Master Trust 18 2.09 Distribution of Master Trust Upon Termination................................
18 l
2.10 Alterations and Amendments.................
19 l
2.11 No Authority to Conduct Business...........
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ARTICLE III:
THE COMMITTEE..............................
21 3.01 Members 21 3.02 Term.......................................
22 l
3.03 Acts of Committee..........................
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3.04 Duties of Committee 23 3.05 Committee Reports..........................
24 3.06 Compensation...............................
25 1
3.07 Committee May Limit Trustee Actions 26 ARTICLE IV:
TRUSTEES 27 4.01 Designation and Qualification of Successor Trustee (s) 27 4.02 Resignation................................
28 4.03 Compensation...............................
29 4.04 Establish Fund Accounts....................
30 4.05 Accounts...................................
30 4.06 Tax Returns and Other Reports..............
31 4.07 Liability..................................
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4.08 Indemnity of Trustee 34 ARTICLE V:
INVESTMENTS 34 i
j 5.01 Appointment of Investment Manager (s) 34 5.02 Direction of Investment Manager (s) 35 1
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TABLE OF CONTENTA (continued)
J ARTICLE TITLE PAGE ARTICLE VI:
TRUSTEE'S GENERAL POWERS 37 i
6.01 Payment of Expenses of Administration......
37 6.02 Extension of Obligations and Negotiation of Claims........
38 6.03 Registration of Securities.................
38 6.04 Location of Assets.........................
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6.05 Retention of Professional Services.........
38 6.06 Delegation of Ministerial Powers...........
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6.07 Powers of Trustee to Continue Until Final Distribution.........................
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6.08 Discretion in Exercise of Powers...........
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1 ARTICLE VII:
TRUSTEE'S INVESTMENT POWERS 39
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t 7.01 Preservation of Principal..................
40 7.02 Investment of Funds........................
40 7.03 Management of Master Trust.................
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7.04 Disposition of Investments.................
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ARTICLE VIII:
MISCELLANEOUS 43 8.01 Headings...................................
43 8.02 Particular Words 43 8.03 Parties Interested Herein..................
43 8.04 Severability of Provisions.................
44 8.05 Form and Content of Communications 44 8.06 Delivery of Noticer Under Agreement........
45 8.07 Successors and Assigns.....................
46 8.08 Governing Jurisdiction.....................
46 8.09 Accounting Year............................
47 8.10 Counterparts...............................
47 8.11 Disbursements / Withdrawal Certificate.......
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8.12 Approval...................................
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l EXHIBIT A:
DISBURSEMENT CERTIFICATE...................
49 EXHIBIT B:
WITHDRAWAL CERTIFICATE 50 EXHIBIT C:
TRUSTEE FEE SCHEDULE...-....................
51 EXHIBIT D:
INVESTMENT MANAGEMENT FEE SCHEDULE.........
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NUCLEAR FACILITIES NON-OUALIFIED CPUC DECOMMISSIONING MASTER TRUST AGREEMENT 9 I
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NUCirAR FACILITIES NON-OUALIFIED CPUC DECOMMISSIONING i
MASTER TRUST AGREEMENT AGREEMENT made this 29 day of dvNE
, 1992, by l
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and between San Diego Gas
& Electric Company, a
California corporation (" Company"), and State Street Ball and Trust Company, i
a Massachusetts banking corporation having trust powers
(" Trustee").
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WHEREAS, the Company is the owner of:
(1) a 20 percent undivided interest in Unit One of the San Onofre Nuclear Generating Station (" SONGS Unit No. 1"); (1) a 20 percent undivided interest t
in Unit Two of the San Onofre Nuclear Generating Station (" SONGS"
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Unit No. 2") ; and i
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WHEREAS, the Company is subject to regulation by the California Public Utilities Commission ("CPUC"),
4 an agency of the t
State of California created and existing pursuant to California Constitution Article XII, i
1, and by the Nuclear Regulatory Cc= mission
("NRC"),
an agency of the United States government I
created and existing pursuant to 42 U.S.C.
5 5841; and i
WHEREAS, the CPUC has permitted the Company to include in
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its cost of service for ratemaking purposes certain amounts to be contributed by the Co=pany to decommissioning funds in order to
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i provide adequata monies for the company's share of decommissioning l
costs with respect to SONGS:
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i NOW, THEREFORE, in consideration of the mutual promises j
herein contained, the Co=pany hereby agrees to deliver to the Trustee and the Trustee hereby agrees to receive the initial contribution of monies to the Master Trust on or before 1992; and f
TO HAVE AND HOLD, such monies and such additional monies I
as may from time to time be added thereto as provided herein, together with the proceeds and reinvestments thereof (hereinafter collectively called the " Master Trust") unto the Trustee; i
IN TRUST NEVERTHELESS, for the uses and purposes and upon the terms and conditions hereinafter set forth:
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I DEFINITIONS. PURPOSE, AND NAME 1.01 Definitions.
As used in this Deco==issioning Master Trust Agreement, the following terms shall have the following meanings:
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.l (1)
"Act" shall mean the Uniform Principal and Income Act from time to time in effect in the State of California, and on the date hereof set forth in California Probate Code 5 16300 g.t; ggg.
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(2)
" Agreement" shall mean and include this Decommissioning Master Trust Agreement as the same may from time to time be amended, modified, or supplemented.
(3)
" Authorized Representative" shall mean, with respect to the Company, the chief Executive Officer, President, Treasurer, or any Vice President of the Co=pany; and with j
respect to the Committee, the members of the Committee, 4
or any other person designated as an Authorized i
Representative of the Committee by a Certificate filed with the Trustee.
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(4)
" Board of Directors" shall mean the Board of Directors of f
the company, as duly elected from time to time.
t (5)
" Certificate" or " Certification" shall mean a written Certificate signed by two Authorized Representatives of the Company for a Certificate of the Company, or two j
Authorized Representatives of the Ccumittee for a
L Certificate of the Committee.
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t (6)
" Code" shall--mean the Internal Revenue Code of 1986, as the same may be amended from time to time.
(7)
"Connittee" shall mean' the Nuclear Facilities Decommissioning Master Trust Committee established pursuant to Article III.
(8)
"CPUC" shall mean the California Public Utilities Co= mission, as defined and set forth in section I of Article XII of the California Constitution, or its successor.
i (9)
"CPUC Order" shall mean an order or resolution issued by the CPUC after the Company, the Committee, the CPUC Staff, the Trustee, and other interested parties have been given notice and an opportunity to be heard.
The order may be issued with or without hearing or by the CPUC Advice Letter procedure or comparable procedure.
J (10) " Decommissioning Contributions" shall mean all amounts for decommissioning expenses of the Plants reflected in the Company's adopted annualized cost of service in and for the CPUC jurisdiction and contributed to the Funds for decommissioning expenses of the Plants.
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(11) " Decommissioning Costs" shall mean the costs incurred in decommissioning the Plants.
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(12) " Disbursement Certificate" shall mean a document properly f
completed and executed by two Authorized Representatives of the Company and substantially in the form of Exhibit j
A hereto.
(13) " Funds" shall mean the SONGS Unit No. I Non-Qualified Fund and the SONGS Unit No.
2 Non-Qualified Fund, collectively.
(14) " Fund Account" shall mean a separate account establishod by this Agreement and maintained by the Trustee for each
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Pund to account for all Decommissioning Contributions (or other contributions as described in Section 2.02) made to each Fund, all income and other increments to each Fund and all disbursement s from each Fund.
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(15) " Final Disbursements" shall have the meaning set forth in Section 2.01(6) hereof.
(16) "Interin Disbursements" shall have the meaning set forth in Section 2.01(5) hereof. i i
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(17) " Investment Manager (s)"
shall mean the fiduciary l
l specified in the Investment Manager Agreement (s):
1 (a)
Which has been retained by the Committee to manage, acquire, or dispose of any asset belonging to the Master Trust; and i
I (b)
Which is:
(i) registered as an investment adviser under the Investment Advisers Act of 1940, or i
.f (ii) a bank, as defined in that Act, or l
(iii) an insurance company qualified to perform i
services described in subsection (a) above, I
under the laws of more than one state, and (c)
Which has acknowledged, in writing, that it is a fiduciary with respect to the Master Trust, that it is qualified to act under subsection (b) above, and has agreed to be bound by all of the terms, provisions, and covenants of this Agreement.
(18) " Investment Manager Agreement (s)"
shall mean the agreement (s) between the Committee and an investment I
e manager (s) selected by the committee which agreement governs the management of the assets of the Master Trust and is confirmed by the CPUC.
(19) " Master Trust" shall consist of all contributions to any Fund together with investments and reinvestments thereof I
I and any income earn *.ngs and appreciation thereon.
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(20) " Plants" shall mean the San Onofre Nuclear Generating Station Unit Nos. 1 and 2, collectively.
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(21) "Ratepayers" shall mean those customers of the Company receiving electric service in accordance with CPUC approved tariff schedules.
I (22) " Service" shall mean the Internal Revenue Service.
l (23) " SONGS Unit No. 1" shall mean Unit one of the San Onofre j
Nuclear Generating Station.
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(24) " SONGS Unit No.1 Non-Qualified Fund" shall mean the Fund l
established and maintained under the Master Trust for decommissioning SONGS Unit No. 1 to which monies are contributed that are not subject to the conditions and j
limitations of Section 468A of the Code.
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(25) " SONGS Unit No. 2" shall mean Unit Two of the San Onofre Nuclear Generating Station.
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(26) " SONGS Unit No. 2 Non-Qualified Fund" shall mean the Fund established and maintained under the. Master Trust for decommissioning SONGS Unit No. 2 to which monies are contributed that are not subject to the conditions and limitations of Section 468A of the Code.
d (27) " Trustee" shall have the meaning set forth in the first paragraph of this Agreement.
l (28) " Units" shall mean SONGS Unit No. I and SONGS Unit No. 2, collectively.
(29) " Withdrawal Certificate" shall mean a document properly completed and executed by two Authorized Representatives of the Company and substantially in the form of Exhibit B hereto.
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1.02 Authorization.
The Trustee and the company hereby represent i
and warrant that each has full legal authority and is duly empowered to enter into this Agreement, and has taken all action necessary to authorize the execution of this Agree =ent by the officers and persons signing it.
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l 1.03 Master Trust PuroQ13 The exclusive purposes of this Master I
Trust are to provide monies for the decommissioning of the Plants.
1.04 Establishment -of Master Trust.
By execution of this Agreement, the Company:
(a) establishes the Master Trust which shall consist of such i
Decommissioning Contributions (or other contributions as described in Section 2.02) as may be delivered to the Trustee l
by the Co=pany for the Funds.
The Master Trust also shall include additional Decommissioning Contributions (or other contributions as described in Section 2.02), investments and reinvestments thereof, and earnings and appreciation thereon; i
(b) establishes the Funds, each of which shall constitute a i
trust consisting of such Decommissioning Contributions (or other contributions as described in Section 2.02) as may be delivered to the Trustee by the Company designated for such Fund. Each Fund shall also include additional Decommissioning Contributions (or other contributions as described in Section 2.02) designated for such Fund, together with investments and reinvestments thereon; and (c) appoints State Street Bank and Trust Company as Trustee of the Master Trust and each of the Funds.
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1.05 Name of Master Trust. The monies received by the Trustee from the company (together with any additional monies contributed i
by the company and the proceeds and reinvestments thereof) shall constitute the " San Diego Gas & Electric Company Nuclear
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Facilities Non-Qualified CPUC Decommissioning Master Trust for 4
San Onofre Nuclear Generating Stations."
l II DISPOSITIVE PROVISIONS After pay =ent of the expenses described in Section 6.01 hereof, the l
Trustee shall distribute the Master Trust as follows:
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2.01 Payment of Nuclear recommissionino Costs.
The Trustee shall i
make payments of the Decommissioning costs in accordance with the following procedures:
i (1)
Authorized ReDresentative.
The Committee shall promptly f
notify the Trustee of the selection and appointment of i
any Authorized Representative of the Committee.
The l
Trustee shall have no duty to inquire into or investigate the continued authority of such person to act as the
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Authorized Representative.
The Committee shall provide i
the Trustee with written notice of the termination of any i
Authorized Representative's authority.
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. i (2)
Disbursements to Third Parties. Requests for payments of l
Decommissioning Costs to any person (other than the Company) for goods provided or labor or other services rendered to the company in connection with the decommissioning of the Plants shall be submitted to the Trustee on a Disbursement Certificate.
t (3)
Reirbursement to the Coreany.
Requests for payments to the Company in reimbursement of Decommissioning Costs actually incurred by the Company and paid by the Company to any other person shall be submitted to the Trustee on i
a Withdrawal Certificate.
(4)
Pavrent of Decommissionina Costs.
The Trustee shall pay Decommissioning Costs when a Disbursement Certificate or j
i Withdrawal Certificate is filed with the Trustee, showing l
vith respect to each withdrawal of money:
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1 (a) the name and address of the person or entity to whom payment is due (which may be the Company);
(b) the amount of money to be paid; (c) the purpose for which the obligation to be paid was incurred; and.
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(d) a CPUC Order authorizing either Interim Disbursements or Final Disbursements.
A copy of such order shall accompany the Disbursement Certificate or Withdrawal Certificate.
l Each Disbursement certificate or Withdrawal Certificate must certify that the expenses to be paid constitute Decommissioning costs and shall provide satisfactory evidence to the Trustee of same.
(5)
Interim Disbursements.
The estimated costs and schedule for decommissioning each of the Plants shall be reviewed periodically and updated when the revenue requirement for decommissioning is reviewed by the CPUC in the Company's general rate cases.
Two years prior to the time decommissioning of a Plant or Plants is estimated to t
begin, the company shall apply for CPUC approval of the estimated cost and schedule for decommissioning each Plant. Upon the occurrence of changed circumstances, the Co=pany may apply to the CPUC for amendments to the j
estimated cost and nrhedule for decommissioning each plant.
Upon approval of the cost and schedule for q
decccmissioning each Plant or Plants, the CPUC shall j
authorize Interim Disbursements from the applicable Fund to pay Decommissioning costs.
Interim Disbursements i
shall be limited to 90%
of the forecast of 2
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' i Decommissioning Costs approved by the CPUC.
Final payment from the applicable Fund for all Decommissioning h
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costs shall be made pursuant to Section 2.01(6).
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Final Disbursements.
The Company shall apply for and i
acquire CPUC approval of the estimated final cost for decommissioning each Plant or Plants.
Such application shall be made one year in advance of the time the Company i
estimates use of funds exceeding 90% of the forecast of f
Deco =missioning Costs approved by the CPUC will be required.
Upon approval of the final cost of decommissioning each Plant, the CPUC shall authorize t
Final Disbursements from the applicable Fund to pay Decommissioning Costs.
The Trustee shall make a Final Disbursement when a CPUC Order and a
Disbursement Certificate or Withdrawal Certificate is filed with the Trustee to show:
(a) the name and address of the person or entity to
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i whom payment is due, including reinbursement to the Company; I
(b) the amount of money to be paid; and (c) the purpose for which the obligation to be paid was incurred. l l
2.02 Additions to Master Trust.
From time to time after the initial contribution to the Master Trust and prior to the j
termination of this Trust, the Company may make, and the Trustee shall accept, additional contributions of money to the Mastet-Trust to satisfy the purpose of this Master Trust as set forth in Section 1.03, which contributions may be made to the applicable Fund Account (s).
2.03 No Transfers Between Fund Accounts.
The Trustee and the Company further understand and agree that it is of the essence that no transfer of monies is to occur between Fund Accounts except when explicitly indicated by Certificate of the Company that such transfer is necessary to effectuate the purposes of this Master Trust.
2.04 Desienation of Funds.
Upon:
(a) the initial contribution to r
the Master Trust; (b) any withdrawal from the Master Trust for Decommissioning Costs pursuant to Section 2.01 or for administrative expense pursuant to Section 6.01; (c) any addition to the Master Trust pursuant to Section 2.02, the Company shall designate, by Certificate, the appropriate Fund Account (s) which are to be credited or debited by such contribution, withdrawal, addition, or adjustment, and the Trustee shall credit or debit the appropriate Fund Account (s) in accordance with such designation.
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I 2.05 Distribution of Income.
(1)
Generally.
The Trustee shall not be precluded from pooling Decommissioning contributions (or other contributions as described in Section 2.02) with respect to each of the Fund Accounts for investment purposes, and may treat each Fund Account's Decommissioning Contributions (or other contributions as described in 1
Section 2.02) as having received or accrued a ratable i
portion of the Master Trust income in any year.
I (2)
Principal and Incore.
All questions relating to the ascertainment of income and principal and the allocation of receipts and disbursements between income and i
principal shall be resolved by the Trustee in accordance with the terms of the Act.
l (3)
Incore on Current Collections.
As of the end of each accounting period of the Trust, the income of the Master Trust shall, for purposes of all subsequent accounting periods, be treated as Master Trust principal.
2.06 No Transferability of Interest in Trust.
The interest of the Company in the Master Trust is not transferable by the company, whether voluntarily or involuntarily, nor subject to the claims of creditors of the Company, orovided, however,
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i that any creditor of the company as to which a Disbursement Certificate has been properly completed and submitted to the Trustee may assert a clain directly against the Master Trust in an amount not to exceed the amount specified on such Disbursement Certificate.
Nothing herein shall be construed to prohibit a transfer of the Company's interest in the Master i
Trust upon sale of all or part of the Company's ownership interest in any Plant or Plants; provided, however, that any I
such transfer shall be subject to the prior approval of the CPUC.
t 2.07 Resolution of Disaareements.
If any disagreement arises between the Company, the Committee, and/or the CPUC Staff regarding the Master
- Trust, the disagreement shall be submitted to the CPUC for resolution by issuance of a CPUC Order after notice and an opportunity to be heard, as provided in the California Public Utilities Code, has been given to the Company, the Committee, the CPUC Staff, the Trustee, and any interested parties.
The CPUC, on its own motion, may raise and consider any issue with regard to the Master Trust, and any such issue raised on the CPUC's own motion shall be resolved as provided above.
Pending resolution of the disagreement, the Trustee shall act in accordance with the Committee's direction.
Nothing in this Agreement shall be construed to limit the rights of the Company, the Committee, the CPUC Staff, the Trustee or any other interested party -
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under the California Public Utilities Code or the California l
l Constitution or other applicable laws or regulations.
I 2.08 Termination of Master Trust.
This Master Trust shall be irrevocable and will terminate (in whole or in part) upon the l
earlier of:
(1)
Receipt by the Trustee of a
Certificate from the Committee stating that substantial completion of the
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i nuclear decommissioning of the Plants has occurred (as defined in Treasury Regulations promulgated under Code Section 468A);
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(2)
The twentieth anniversary of the date of the death of the survivor from among a class consisting of all of the descendants of John D. Rockefeller, late of New York, New York, born on or prior to January 1, 1987; or (3)
At such earlier time as the CPUC may order the Committee to terminate all or a portion of this Master Trust.
2.09 Distribution of Master Trust Uoon Termination.
Upon termination of this Master Trust or of any one or more of the Fund (s), the Trustee shall assist the Investment manager in liquidating the assets of the Master Trust, or Fund (s), and thereupon distributing the then-existing assets of the Master I
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- Trust, or Fund (s)
(including
- accrued, accumulated, and i
undistributed net income) less final Master Trust f
administrative expense (including accrued taxes) to the Company; orovided, however, that no such distribution shall be made unless the Committee provides a certificate to the Trustee stating that a CPUC Order has been issued which specifically authorizes such payment to the Company for
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distribution to the Company's then current Ratepayers, or as otherwise provided in the order.
In the event the Funds are i
no longer needed for Decommissioning Costs and/or Master Trust i
administration expenses, they shall be returned to Ratepayers 1
in a manner to be prescribed in an order of the CPUC.
In the event the CPUC or a successor no longer exists, the Trustee shall make such distribution to the Company upon receipt of an j
I opinion of legal counsel to the company accompanying a Certificate of the Company stating that no CPUC order is necessary to authorize such distribution.
F 2.10 Alterations and Anendments.
The Trustee and the Company r
understand and agree that modifications or amendments may be required to this Agreement from time to time to effectuate the purposes of this Trust.
The CPUC by Order may direct the Company to amend, in whole or L
in part, any or all of the provisions of this Agreement; provided that the CPUC shall not cause the Company to amend,
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l this Agreement if such action would defeat the purpose of the l
Master Trust.
The Committee may also amend this Agreement thirty days after filing a copy of the proposed amendment with I
the CPUC.
No proposed amendment may be made if written objections to the proposed amendment are filed within the thirty-day period.
Any party making written objections to a proposed amendment shall serve the written objections with a f
certificate of service on the Company, the Co=mittee, the Trustee, and the CPUC Staff on the same day the written j
objections are filed with the CPUC.
Any written objections i
i which cannot be settled shall be resolved in accordance with j
v Section 2.07.
Proposed amendments filed with the CPUC shall include in the transmittal letter a reference to the foregoing procedure for making written objection to such proposed f
I amendments.
Notwithstanding anything herein to the contrary, l
no amendment which affects the specific rights,
- duties, responsibilities, or liabilities of the Trustee, shall be made without its consent and no amendment shall be effective prior to the Trustee receiving reasonable notice thereof.
1 2.11 No Authority to Conduct Business.
The purpose of this Master Trust is limited to the matters set forth in Section 1.03 above, specifically, and there is no objective to carry on any business unrelated to the Master Trust purposes set forth in i
Section 1.03 hereof, or divide the gains therefrom..
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I III l
THE COMMITTEE I
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3.01 Members.
The Conunittee shall consist of five (5) members.
i The me=bers shall be nominated by the managene.nt of the Co=pany, and their nomination shall be confirmed by the Board f
of Directors of the Co=pany.
No more than two (2) of the members of the Committee shall be employees, officers, or directors of the Company, or otherwise be agents of the
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Company in any capacity except as members of the Committee.
The names of the nominees shall be furnished to the CPUC in l
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writing within ten (10) days of their nomination. The Company shall furnish the CPUC with a resume of their background and f
i qualifications. The three (3) nominees who are not affiliated i
a with the Company shall be confirmed by the CPUC within 60 days l
i of their submittal.
For these three nominees, the Co=pany
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shall furnish' to the CPUC a statement in writing affirming l
that such nominees are not employees, officers, directors, or otherwise agents of the Company and providing sufficient t
additional information to determine the existence of any
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I conflict or potential conflict of interest.
The three (3) i nominees who are not affiliated with the Company shall furnish 1
the CPUC with a declaration that the nominee has no financial i
or other interest that would conflict with the discharge of I
their responsibilities as Committee members.
Ownership of I
i minor amounts of the company's stock, being a customer of the j ;
Company, or having routine business relationships such as i
i providing normal banking services shall not be regarded as creating such a conflict or an agency relationship.
f If at any ti=e and for any reason there are insufficient me=bers of the Committee not affiliated with the Company to
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l permit the Committee to obtain a quorum, the CPUC, at the I
request of the Company, may issue an order allowing the Con =ittee to function for a limited period of time with more than two (2) members who are e=ployees, officers and/or directors of the Company.
Should the CPUC issue such an 1
order, it shall prescribe in that order tha limited period of time during which the Committee may be composed of more than i
two (2) members who are officers, employees and/or directors of the Company, and it shall prescribe a time by which the j
Company must submit the names of new nominees for confirmation by the CPUC.
Tlie Committee shall not function with more than two (2) members who are officers, employees and/or directors of the Company except upon such order of the CPUC, and then only within the period of time presi:rtbed in the order of the CPUC.
3.02 Tern.
The term of each member shall be five (5) years; however, any member may be removed by the CPUC for reasonable cause at any time.
The Company shall notify the Trustee and the Investment Manager (s) of all appointments and replacements
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of Committee members in writing signed by an Authorized Representative. Initial appointments of Committee members may be for less than a five-year term in order to establish t
staggered membership terms among the members of the Committee.
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3.03 Acts of Cornittee.
Each member of the Committee shall have one vote and the Committee shall act by majority decision.
It shall require a minimum of four (4) members of the committee to constitute a quorum in order for the Committee to act.
I Votes of members of the Committee shall be recorded on all a
matters voted on or decided by the Committee.
n111 minutes of I
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Ccemittee meetings shall be maintained.
The Committee shall i
i be subject to the jurisdiction of the CPUC.
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3.04 puties of Cormittee.
The Committee shall direct and manage I
the Master Trust and perform all duties attendant thereto, d
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including the appointment of trustees and investment managers i
and the execution of whatever contracts, agreements, or other
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documents it deems necessary to manage and invest such assets.
The Committee may retain the services of such professional
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advisors, legal counsel, and administrative support as it deems necessary to carry out its responsibilities hereunder.
The reasonable fees and/or compensation of any such assistance i
a the Committee may desire to retain shall be regarded as j
appropriate Master Trust administration expenses.
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3.05 Corrittee Reoorts.
The Committee shall evaluate the i
performance of the Trustee and Investment Manager (s) annually and submit a written report to the CPUC.
The report shall be t
confidential and submitted to the'CPUC by the Company under i
the provisions of Section 583 of the Public Utilities Code or any applicable successor provision. The report shall include, i
at a minimum:
l (a)
A finding, with supporting analysis, as to whether the l
l current Trustee and Investment Manager (s) should be j
i retained or replaced; f
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(b)
In the case where more than one investment manager is j
used, a justification therefor; l
l (c)
The voting record of the Committee members and the l
l minutes of all Committee meetings; and i
i (d)
An itemized accounting of the Master Trust administration expenses and the basis therefor.
At least once every three years the Committee shall evaluate potential substitute trustees and investment managers and submit a report thereon to the CPUC.
The report shall be confidential and submitted to the CPUC by the Company under the provisions of Section 583 of the Public Utilities Code or any applicable 1.
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successor provision.
This report may be combined with the annual report descril<d above, and shall include at a minimum:
(a)
A description of the Committee's attempts to solicit proposals from other firms which can perform the trust and investment management duties; (b)
An evaluation of at least three firms which could potentially replace the current Trustee and/or Investment Manager (s); and (c)
A justification of the continued use of investment manager (s) on a retainer basis, as opposed to the Trustee's employment of an "in house" investment advisor.
The Committee shall not be required to solicit proposals to replace a Trustee (s) or Investment Manager (s) who, in the judgment of the Committae, are performing adequately and have served as a Trustee and/or Investment Manager hereunder for less than three years.
3.06 Comoensation.
Each Committee member who is not an employee, officer, director, or otherwise an agent of the Company shall be entitled to reasonable fees and/or compensation for their services hereunder. At the time a nominee's name is furnished to the CPUC, the company shall furnish to the CPUC a statement in writing setting forth all proposed fee and/or compensation arrangements with such nominee.
The fee and/or compensation 1
i arrangements shall be subject to the approval of the CPUC.
If the fee and/or compensation arrangements with any member should be changed for any reason whatsoever, within ten (10) days of such change, the Company shall furnish to the CPUC a l
statement in writing fully describing the new fee and/or compensation arrangements, and such changes shall be subject to the approval of the CPUC.
Each Committee member shall be reimbursed for all reasonable expenses incurred in connection with the performance of his duties under this Agreement.
Fees and/or compensation paid to members of the Committee, reasonable expenses of the members of the Committee, including
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j j
premiums for liability insurance if applicable, shall be regarded as appropriate Master Trust administration expenses.
l 3.07 Conmittee May Limit Trustee Actions.
The Trustee shall not take any act or participate in any transaction which would violate the terms and conditions of any instructions provided by a certificate of the Committee so long as the terms and conditions of the Certificate are consistent with this Agreement. - -
IV TRUSTEES 4.01 Desienation and Oualification of Successor Trustee (s).
The Company by this Agreement has appointed the corporate fiduciary named herein having all requisite corporate power and authority to act as the sole Trustee.
The Trustee shall act in accordance with the directions provided to it by the Committee under the terms of this Agreement.
At any time during the term of this Trust, the Committee shall have the i
right to re=ove the Trustee acting hereunder and appoint another qualified corporation as a Successor Trustee upon thirty (30) days' notice in writing to the Trustee, or upon i
i such shorter notice as may be acceptable to the Trustee.
In i
the event that the Trustee or any Successor Trustee shall:
i (a)-become insolvent or admit in writing its insolvency; (b) be unable or admit in writing its inability to pay its debts as such debts mature; (c) make a general assignment for the benefit of creditors; (d) have an involuntary petition in bankruptcy filed against it; (e) commence a case under or 4
otherwise seek to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution l
i or liquidation law, statute, or proceeding; or (f) resign, the f
l Trustee or Successor Trustee shall cease to act as a fiduciary l
l of this Master Trust and the Committee shall appoint a Successor Trustee.
In the event of any such removal or i
resignation, the Trustee or Successor Trustee shall have the right to have its accounts settled as provided in Section 4.05 hereof.
Any successor to the Committee, as provided herein, shall have the same right to remove and to appoint any Trustee or Successor Trustee.
f i
Any Successor Trustee shall qualify by a duly acknowledged i
acceptance of this Trust, delivered to the Cr.cpany, the Committee, and the CPUC.
Upon acceptance of such :sppointment by the Successor Trustee, the Trustee shall assign, transfer and pay over to such Successor Trustee the monies and properties then constituting the Master Trust.
Any Successor Trustee shall have all the
- rights, powers, duties and i
obligations herein granted to the original Trustee.
If for any reason the Committee cannot or does not act in the event of the resignation or removal of the Trustee, as provided above, the Trustee may apply to the CPUC for the appointment of a successor Trustee.
Any expenses incu' red by the Trustee in connection therewith shall be deemed to be an expense of administration payable in accordance with Section t
6.01 hereof.
E i
4.02 Resianation.
The Trustee or any Successor Trustee hereof may resign and be relieved as Trustee at any time without prior application to or approval by or order of the CPUC or of any l i
~
r court by a duly acknowledged instrument, which shall be delivered to the Company and the Committee by the Trustee not less than sixty (60) days prior to the effective date of the Trustee's resignation or upon such shorter notice as may be acceptable to the company and the Committee.
l 4.03 Cornensation.
The Trustee shall be entitled to compensation from the Master Trust as shown on Exhibit C.
l This fee schedule is effective from the date assets are i
initially contributed to the Company's nuclear decommissioning I
Master Trust until December 31, 1994.
Nothing herein shall preclude renegotiation of the foregoing fee schedule due to significantly changed circumstances, provided, however, that any increase in the fee schedule shall require the approval of the CPUC prior to becoming effective.
When.ever the Trustee exercises its investment discretion as provided in Article VII, it shall be entitled to compensation from the Master Trust as shown on Exhibit D.
This fee schedule shall be effective through December 31, 1994 for all assets placed under the Trustee's investment discretion.
After January 1,
1995, the fee schedule for assets placed under the Trustee's investment discretion shall j
be subject to renegotiation. Any increase in the renegotiated fee schedule shall require the approval of the CPUC prior to becoming effective.
I 4.04 Establish Fund Accounts.
The Trustee shall maintain separate Fund Accounts for each Fund established by this Agreement to account for Decommissioning Contributions (or other contributions as described in Section 2.02) contributed to each Fund, and all income and other increments to each Fund, i
and disbursements from each Fund subject to the provisions of Section 2.04 above.
4.05 Accounts.
The Trustee shall present financial statements to the Company and the Committee on a quarterly basis (within forty-five (45) days following the close of each quarter), or at such other frequency as the Committee shall from time to time require.
The financial statements shall show the financial condition of the Master Trust, including, without limitation, income and expenses of the Master Trust for the period. The Trustee shall assume responsibility for employing independent certified public accountants to audit the financial statements not less frequently than annually, subject to the provisions contained in Section 6.05.
The t
Company and the Committee shall have the right to object to any of the Trustee's audited financial statements.
If either the Company or the Co=mittee desires to object to the Trustee's audited financial statements it shall deliver notice i,
of its objection to the Trustee in writing within three years from the day the Trustee shall mail or deliver such audited finan?ial statements to the Company and the Committee.
If no written objection is made within that time, the presentation of the audited financial statements to the Company and the Co=mittee shall release and discharge the Trustee with respect to all acts or omissions to the date of said audited financial statements; provided, however, that nothing contained herein shall be deemed to relieve the Trustee of any liability which
=ay be imposed pursuant to Section 4.07 hereof.
4.06 Tax Returns and other Reports.
The Trustee, the Committee, and the Company shall cooperate in the preparation of income or franchise tax returns or other reports as may be required from time to time and, subject to the limitations contained in Section 6.05, may employ independent certified public accountants or other tax counsel to prepare or review such returns and reports. The Trustee shall present to the Co=pany and the Committee on a monthly basis a report setting forth all investments purchased by the Investment Manager (s) during the previous month.
The Trustee shall advice the Company and the Committee if any of the investments, in the Truste.e's opir. ion, may constitute a violation of the restrictions on investment of trust assets outlined in Code Section 7.02 hereof. 1r e
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l l
l 4.07 Liability.
The Trustee shall be liable for the acts,
)
omissions or faults of its own officers and employees.
The Trustee shall not be liable for the acts, omissions or l
defaults of its agents, provided any such agents were selected with reasonable care and the performance and status of the agent is monitored with reasonable care throughout the duration of the agency relationship. The Trustee shall not be liable for the failure or default of any bank or depositary, provided any such bank or depositary was selected with reasonable care and its performance and status is monitored with reasonable care.
Except where the Trustee exercises its investment discretion as provided in this Agreement, the Trustee shall not be. liable for the acts or omissions of any Investment Manager (s) acting hereunder. Except as provided in Section 4.05, the Trustee shall not be liable in regard to the 1
exercise or nonexercise of any powers and discretions properly delegated pursuant to the provisions of this Agreement.
Notwithstanding the foregoing, the Trustee (and not the Master Trust) shall be liable for any
- losses, penalties, or assessments flowing from violation of the restrictions on the l
investment of trust assets as set forth in Section 7.02 hereof where the decision to invest trust assets in investments not meeting the restrictions outlined in Section 7.02 hereof was made by or was in the power and control of the Trustee as provided in this Agreement.
i i
Pursuant to Section 6.08 of this Agreement, the Trustee is i
prohibited from doing any act or knowingly engaging in any transaction that would violate the terms and conditions of any instructions provided by written certificate of the Committee,
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or contravening any provision of this Agreement. Upon receipt of a Certificate of the Committee giving the Trustee notice of i
l either (a) instructions of the Committee to the Trustee, or j
(b) acts or transactions the Committee believes constitute a violation by the Trustee of the provisions of this Agreement, the Trustee shall follow the instructions of the Committee, i
and/or cease and desist from the acts identified in the Certificate as violating the provisions of this Agreement. To l
the extent the Trustee fails to follow the instructions of the Committee, or continues with any act identified in the i
i l
certificate as violating the provisions of this Agreement, i
from the date of receipt of the Certificate providing the l
l instructions and/or notice of violation of the provisions of this Agreement, the Trustee (and not the Master Trust) shall I
i be liable for all consequences flowing from any failure to i
t follow the Committee's instructions, and/or flowing from any violation by the Trustee of the provisions of this Agreement.
Notwithstanding the fotegoing, the Trustee (and not the Master i
Trust) shall be liable for all consequences flowing from any l
l.
violation by the Trustee of the provisions of this Agreement, i
regardless of whether notice thereof was provided by the f
I committee, i
I r
l 4.08 Indemnity of Trustee. The Trustee shall be held harmless from 1
any and all liability in acting in acct,rdance with a proper i
Certificate or Certification of the Company or the Committee.
V INVESTMENTS 5.01 Aeocintment of Investment Manacer(s).
The Committee may appoint one or more Investment Managers to direct the investment of all or part of the Master Trust.
The Committee i
shall also have the right to remove any such Investment Manager.
The appointment of the Investment Manager (s) shall be made in accordance with any procedures specified by the Committee.
The Co=mittee shall provide notice of any such appointment by certification to the Trustee which shall specify the portion of the Master Trust with respect to which the Investment Manager (s) has been designated. The Investment Manager (s) shall certify in writing to the Trustee that it is qualified to act in the capacity provided under the Investment Manager Agreement, shall accept its appointment as such Investment Manager (s),
shall certify the identity of the person or persons authorized to give instructions or j
directions to the Trustee on its behalf, including specimen-signatures, and shall undertake to perform the duties imposed on it under the Investment Manager Agreement. The Trustee may continue to rely upon all such certifications unless otherwise l
notified in writing by the Committee or the Investment Manager (s), as the case may be.
5.02 Direction by Investment Manaaer(s).
Notwithstanding Section 7.04, the Investment Manager (s) designated by the Committee to l
manage any portion of the Master Trust shall have authority to manage, acquire, and dispose of the assets of the Master j
- Trust, or a portion thereof as the case may be.
The Investment Manager (s) is authorized to invest in the l
securities specified in Section 7.02.
The Investment Manager (s) shall have the power and authority, exercisable in its sole discretion at any time, and from time to time, to issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers.
The it Trustee, upon proper notification from an Investment Manager, I
shall execute and deliver in accordance with the appropriate trading authorizations.
Written notification of the issuance 4
of each such authorization shall be given promptly to the Trustee by the Investment Manager (s),
and the Investment Manager (s) shall cause the execution of such order to be confirmed in writing to the Trustee by the broker or dealer.
Such notification shall be proper authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be.
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I The authority of the Investment Manager (s) and the terms and i
conditions of the appointment and retention of the Investment i
Manager (s) shall be the responsibility solely of the
-)
r Committee, and the Trustee shall not be deemed to be a party
{
to or to have any obligations under any agreement with the t
Investment Manager (s).
Any duty of supervision or review of j
the acts, caissians or overall performance of the Investment i
Manager (s),
simi.'
be the exclusive responsibility of' the Committee,
- and, except as provided in Section 4.06, the r
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Trustee shall have no duty to review any securities or other j
assets purchased by the Investment Manager (s) or to the I
Committee with respect to the exercise or nonexercise of any power by the Investment Manager (s).
i l
4 1
Unless the Trustee participates knowingly in, or knowingly undertakes to conceal an act or omission of an Investment I
i Manager (s) knowing such act or omission to be a breach of the 4
1 fiduciary responsibility of the Investment Manager (s), the
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Trustee shall be under no liability for any loss of any. kind
]
which may result by reason of any action taken by it in accordance with any direction of the Investment Manager (s).
-]
3 I
In any event, the Trustee shall be under no liability for any 3
1 loss of any kind by reason of changes in value of the i
a investments purchased, sold, or retained by the Investment l
i
{
Manager (s),
nor for the risk or diversification of the t
portfolio, nor for the turnover of the investments, nor for b
a j,
l
i any other aspect of a ' portfolio for which an Investment aanager(s).has been appointed.
l VI TRUSTEE'S GENERAL POWERS l
The Trustee shall have, with respect to the Master Trust, the following powers, all of which powers are fiduciary powers to be i
t exercised in a fiduciary capacity and in the best interests of this l
Master Trust and the beneficiaries thereof, and which are to be exercised as the Trustee, acting in such fiduciary capacity, in its discretion, shall determine and,
- which, except as otherwise provided, are intended in no way to limit the powers of the office, namely:
i i
i 6.01 Pavnent of Excenses of Administration.
To pay all ordinary and necessary expenses and other incidental costs including, j
i but not limited to, Investment Manager (s) fees and Committee-i member (s) fees, reimbursement to the Company for taxes paid on j
trust
- earnings, the fees and/or compensation of.any j
professional advisors, legal counsel or administrative ~ support hired by the Committee as provided in Section 3.04, expenses j
and insurance policy premiums as provided in section 3.06 l
l incurred in connection with this Master Trust or the Master 1
Trust in the discharge of the Trustee's fiduciary obligations under this Agreement.
-w
I i
6.02 Extension of Oblications and Necotiation of Claims.
To renew l
or extend the time of payment of any obligation, secured or t
unsecured, payable to or by this Trust, for as long a period L
or periods of time and on such terms as the Trustee shall i
determine, and to adjust, settle, compromise, and arbitrate claims or demands in favor of or against this Trust, including l
claims for taxes, upon such terms as the Trustee may deem advisable, subject to the limitations contained in Section 7.03 (regarding self-dealing), and the procedures contained in i
Section 2.01.
6.03 Reaistration of Securities.
To hold any stocks, bonds, t
3 securities, and/or other property in the name of a nominee, in a street name, or by other title-holding device, without indication of trust.
6.04 Location of Assets.
To keep any property belonging to the i
Master Trust at any place in the United States.
9 6.05 Retention of Professional Services.
To execute any of the powers hereof and perform the duties required of it hereunder by or through its enployees, agents, attorneys or receivers.
6.06 Delecation of Ministerial Powers.
To delegate to other persons such ministerial powers and duties as the Trustee may deem to be advisable. )
6.07 Powers of Trustee to Continue Until Final Distribution.
To exercise any of such powers after the date on which the l
principal and income of the Master Trust shall have become distributable and until such time as the entire principal of, j
1 and income from, the Master Trust shall have been actually l
distributed by the Trustee.
It is intended that distribution i
of the Master Trust will occur as soon as possible upon termination of the Trust, subject, however, to the limitations contained in Sections 2.09, 2.10, 2.11 hereof.
i 6.08 Discretion in Exercise of Powers.
To do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by this Master Trust Agreement, provided, however, that the Trustee may not do any act or knowingly engage in any transaction which would:
(1)
Contravene any provision of this Agreement; or (2)
Violate the terms and conditions of any instructions provided by written Certificate by the Committee.
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i l
VII TRUSTEE'S INVZSTMEfTI' POWERE The Trustee recognizes the authority of the Investment Manager (s) to manage, invest, and reinvest the assets of the --
-- ----- I
f I
Master Trust pursuant to the Investment Manager Agreement and as provided in Section 5.02 of this Agreement, and the Trustee agrees to cooperate with the Investment Manager (s) as deemed I
necessary to accomplish these tasks.
Notwithstanding the foregoing, the Trustee shall without the written authorization of the Committee invest cash balances in an investment account on a daily basis to the extent reasonable.
Upon the written authorization of the Committee from time to time, the Trustee shall have the following investment powers, all of which are fiduciary powers to be executed in a fiduciary capacity and in i
the best interest of this Master Trust and the beneficiaries l
thereof, and which are to be exercised by the Trustee, in its i
discretion, acting in such fiduciary capacity:
l 1
7.01 Preservation of Princioal.
The Trustee in its exercise of investment discretion as authorized by the Co=mittee shall i
hold, manage, and invest the ascets of this Master Trust in a manner designed to maximize and preserve the income and principal of this Master Trust for the purposes of this Trust, except as provided in Sections 7.02 and 7.03; 7.02 Investr.ent of Funds.
To invest and reinvest all or part of the Funds, including any undistributed income therefrom, in:
(1)
Public debt securities of the United States, obligations of a state or local government that are not in default as
_40_
i
to principal or interest, or time or demand deposits in a bank or insured credit union; (2)
Guaranteed investment contracts, high quality corporate bonds and equity securities as established in written guidelines by the Committee, which shall be provided to the Trustee from time to time, and other securities guaranteed or secured by the U.S. Government; provided,
- however, that investments in high quality equity securities shall not exceed 60% of any funds fair market value; or (3)
Such other investments authorized by the CPUC as the
.ommittee so notifies the trustee by certification; or i
(4)
An investment fund or any commingled or pooled funds vhose underlying assets include the investments permitted in (1), (2), and (3) above; or i
In all cases, however, the total investments by the Trustee must be sufficiently liquid to enable the Master Trust to fulfill the purposes of the Master Trust and to satisfy I
obligations as such obligations become due.
Nothing in this I
Section 7.02 shall be construed as authorizing the Trustee to carry on any business or to divide the gains therefrom.
7.03 Manaaerent of Master Trusc.
To sell, exchange, partition, or othervise dispose of all or any part of the Master Trust at
- i public or private sale, without prior application to, or t
approval by, or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew or extend bonds, notes or other obligations or any installment of principal thereof 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 instru=ents P
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 Master Trust as set forth in Section 1.03.
Notwithstanding anything contained in this Agreement to the not authorize or carry out any contrary, the 'frustee may,
investment which would violate the investment restrictions on investment of trust assets as set forth in Section 7.02 herein.
i f
7.04 Discosition of Investnents.
hihen required to make any i
pay =ents under sections 2.01 or 6.01 hereof, the Trustee shall sell investments at the best price reasonably obtainable, or 1
present investments for prepayment, but only upon written direction from the Committee.
The Trustee shall have no i
I 3
' )
i 1
liability, except for its own negligence or willful misconduct, with respect to any sale or prepayment of an investment directed by the Committee or an Investment Manager or made by an Investment Manager through a broker-dealer.
VIII MISCETJANEOUS 8.01 Headines.
The section headings set forth in this Agreement and the Table of Contents are inserted for convenience of reference only and shall be disregarded in the construction or interpretation of any of the provisions of this Agreement.
8.02 Particular Words.
Any word contained in the text of this Agreement shall be read as the singular or plural and as the masculine,
- feminine, or neuter as may be applicable or permissible in the particular context.
Unless otherwise specifically stated, the word " person" shall be taken to mean and include an individual, partnership, association, trust, company, or corporation.
8.03 Parties Interested Herein.
Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Company, the Committee, the Trustee and the CPUC any right, remedy or clain under or by reason of this Agreement, or any i
covenant, condition or stipulation contained herein.
The f
Company shall be entitled to receive payments for l
Decommissioning Costs and administrative expenses of the Master Trust which the Company may incur in carrying out the purpose set forth in Section 1.03 of this Agreement.
It is I
intended by all parties hereto that the Company's Ratepayers, who shall be represented solely by the CPUC, be the ultimate i
beneficiary of this Agreement in that the decommissioning activities contemplated by this Agreement, which are to be performed by the Co=pany, will inure to the benefit of the Company's Ratepayers and the General Public.
8.04 Severability of Provisions.
If any provision of this Agreement or its application to any person or entity or in any circumstances shall be invalid and unenforceable, the l
application of such provision to persons and in circumstances i
other than those as to which it is invalid or unenforceable i
and the other provisions of this Agreement, shall not be i
affected by such invalidity or unenforceability.
8.05 Form and Contend of Communications.
The names of any person authorized to act on behalf of the company and/or the Committee shall be certified, with the specimen signature of such person, to the Trustee by the Company and the Committee.
Until appropriate written evidence to the contrary is received by the Trustee, it shall be fully protected in relying upon or acting in accordance with any written notice, instruction, direction, certificate, resolution, or other communication believed by it to be genuine and to be signed and/or certified by any proper person, and the Trustee shall be under no duty to make any investigation or inquiry as to the truth or accuracy of any statement contained therein.
Until notified in writing to the contrary, the Trustee shall have the right to assume that there has been no change in the identity or authority of any person previously certified to it hereunder.
8.06 Delivery of Notices Under Acreement.
Any notice required by this Agreement to be given to the Company or the Trustee shall be deemed to have been properly given when mailed, postage prepaid, by registered or certified mail, to the pornon to be notified as set forth below:
If to the Company:
SAN DIEGO GAS & ELECTRIC COMPANY P.O.
Box 1831 101 Ash Street San Diego, California 92112-4150 Attention: Nuclear Facilities Decommissioning Trust Committee c/o Manager - Financial Services If to the Trustee:
State Street Bank and Trust Company Master Trust Division Solomon Willard Building 1 Enterprise Drive Quincy, Massachusetts 02171 Attention:
Trust Officer '
If to the CPUC:
California Public Utilities Commission 505 Van Ness Avenue, Room 5025 San Francisco, California 94102-3298 Attention:
Executive Director If to the CPUC Staff:
California Public Utilities Commission 505 Van Ness Avenue, Room San Francisco, California 94102-3298 Attention:
Director of the Commission's i
Evaluation and Compliance Division (or its successor division)
The Company or the Trustee may change that address by delivering notice thereof in writing to the other party.
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8.07 Successors and Assions. Subject to the provisions of Sections
- 2. 06 and 4. 01, this Agreement shall be binding upon and inure to the benefit of the Co=pany, the Trustee and their respective successors,
- assigns, personal representatives, executors and heirs.
8.08 Governino Jurisdiction.
This Master Trust is a California trust and all questions pertaining to its
- validity, construction, and administration shall be determined in accordance with the laws of the State of California as if executed in and to be wholly performed within the State of California.
L 8.09 Accountina Year.
The Master Trust shall operate on an accounting year which coincides with the calendar year, January 1 through December 31.
8.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, with the i
same effect as if the signatures thereto and hereto were upon the same instrument.
8.11 Disbursement / Withdrawal Certificate.
No provision of this Agreement shall be construed or applied so as to require the preparation of a Disbursement Certificate or a Withdrawal certificate to authorize the payment of compensation to the f
Trustee under Section 4.03 or of the expenses of administration under Section 6.01.
8.12 Aenroval.
This agreement shall be effective when approved by the CPUC and signed by all parties.
1
[
b i
' t
IN WITNESS WHEREOF, the Company and the Trustee have set their hands and seals to this Agreement as of the day and year first above written.
CALIFO P BLIC UTILITIES COMMI
/
/
By:
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T' le:
/>fcAf.4;cc@b Atte t:
k I.9 t
itle: %
Q 4 ' W e e g y c.4, c gg e,r)
SAN DIEGO GAS & ELECTRIC COMPANY By:
/N[
Ti'tl fag,,a 3 k (/
J
"./
1e: Szcggygy STATE STREET BANK AND TRUST COMPANY d
9h By: ' J'm m J/,
O
Title:
TRUS OFFI Attest:
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TitJaff ' TRUST. OFFICER t -- - ____
s Exhibit A DISBURSEMENT CERTIFICATE The undersigned, being Authorized Representatives of San Diego Gas & Electric Company (" Company"), a California corporation, and, in such capacity, being authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the San Diego Gas & Electric Company Nuclear Facilities Non-Qualified CPUC Decommissioning Master Trust for San Onofre Nuclear i
Generating Stations, pursuant to Section 2.01 of that certain Master Trust Agreement, dated
,1992, between the Trustee and company as follows:
(1) there is due and owing to each payee
(" Payees")
[all)-or-[a portion of] the invoiced cost to the Co=pany for goods or services provided in connection with the decommissioning of SONGS as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit I hereto; (2) all such amounts due and owing to the Payees constitute Decommissioning Costs; and (3) all conditions precedent to the making of this withdrawal and disbursement set forth in any agreement between such Payee and the Company have been fulfilled.
Accordingly, you are hereby authorized to withdraw from the [ SONGS Unit No. 1/ SONGS Unit No. 2) Non-Qualified Fund of the Master Trust in order to permit payment of such sum to be made to Payees for such purpose.
You are further authorized to disburse such sum, once withdrawn, directly to such Payees in the following manner:
[ DESCRIBE:
JOINT PAYEE CHECK, WIRE TRANSFER, ETC.] on or before 19 Executed this day of 19 1
By:
f Authorized Representative 49_
I i
Exhibit B WITHDRAWAL CERTIFICATE j
The undersigned, Authorized Representatives of San Diego I
Gas & Electric Co=pany ("Co=pany"), a California corporation, and a
corporation and, in such capacity, being duly authorized and empowered to execute and deliver this l
certificate, hereby certify to the Trustee of the San Diego Gas &
Electric Company Nuclear Facilities Non-Qualified CPUC j
Deco =missioning Master Trust for San Onofre Nuclear Generating Stations, pursuant to Section 2.01 of that certain Master Trust i
Agreement, dated 1992, as follows-1 (1) there is due and owing to the Company [all) or [a portion of] the invoiced cost to the company for goods or services provided in connection with the decommissioning of SONGS as evidenced by the Invoice Schedule with supporting exhibits attached l
as Exhibit I hereto; (2) all such amounts have been paid by the Co=pany and constitute Decommissioning Costs; and (3) all conditions precedent to the making of this withdrawal and disbursement and the payment by the Company of the Decommissioning Costs set forth in any agreement between such payee of the Co=pany and the company have been fulfilled.
Accordingly, you are hereb" authorized to withdraw from the [ SONGS _ Unit No. 1/ SONGS Unit No. 2] Non-t Qualified Fund of the Master Trust in order to permit payment of such sum to be made to the Company for such purpose.
You are i
further authorized to disburse such sum, once withdrawn, directly l
to the Company in the following manner:
[ DESCRIBE:
CHECK, WIRE, TRANSFER, ETC.) on or before 19 l
f By:
i Authorized Representative i !
l
l Exhibit C STATE STREET BANK AND TRUST COMPANY MASTER TRUST SERVICES FEE SCHEDULE FOR l
SAN DIEGO GAS & ELECTRIC NDT I.
TRUSTEE / CUSTODIAN CHARGES F
The following charges will be assessed on the month-end net asset value in U.S. dollars:
.50 of one (1) basis point per annum to act as Custodial Trustee II.
PORTFOLIO ACCOUNTING. RECORDKEEPING & REPORTING
$ 6,000 per domestic portfolio per annum III.
PORTFOLIO ACTIVITY U.S.
$ 15.00 per depository trade (DTC, Fed, PTC)
[
$ 55.00 per physical trade
$ 18.00 per time deposit (third party only)
IV.
OTHER CHARGES (Only if Aeolicable) i o
Plan Accountina i
$540.00 per plan per year o
Short-Term Investnent Fund All annual administrative / management fees are netted out of the yield.
o Out-of-Pockets Out-of-pockets such as
- wires, courier, and communication charges are born by the client.
V.
ANALYTICS SERVICES o
Performance Measurement (Asset Class - Before and After Taxes)
- $ 2,500 per portfolio pect year o
Black lung monitoring (monthly)
- $ 750 per portfolio per year i
- Charge for one portfolio waived I
SAN DIEGO GAS & ELECTRIC CO.
FEE ESTIMATE 1 1.
TRUSTEE CHARGE
.50 of one (1) basis point (on assumed
$ 6,405
$128M asset value)
II.
PORTFOLIO ACCOUNTING 4 0 $6,000 each
$18,000 t
(1 portfolio waived based on set-up:
l only C managers)
III.
PORTFOLIO A_CTIVITY
$15.00 per DTC trade (934 x)
$14,010 IV.
PLANT ACCOUNTING 3 0 $540 each
$ 1,620 TOTAL
$40,035 OPTIONAL SERVICES:
Tax Preoaration 9 $1,400 per Federal return 9$
900 per State return State Street Analvtics Performance Measurement (Asset Class - Before and After Taxes) j 0 $2,500 per portfolio x 3 =
$ 7,500
]
Black Luna Monitorina Monthly @ $750 per portfolio x 3 =
$ 2,250 Daily 0 $1,500 per portfolio Board ReDorts Estimate
$ 6,000 Based on current asset value.
I 2.
1
I
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Exhibit D
'f INVESTMENT MANAGEMENT FEE SCHEDUIE
-l I
50 Basis points for the first $50,000,000 40 Basis points for the next $150,000,000 l
30 Basis points thereafter
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