ML20071E435
| ML20071E435 | |
| Person / Time | |
|---|---|
| Site: | North Anna  |
| Issue date: | 03/10/1983 |
| From: | Stewart W VIRGINIA POWER (VIRGINIA ELECTRIC & POWER CO.) |
| To: | Clark R, Harold Denton Office of Nuclear Reactor Regulation |
| References | |
| 319, NUDOCS 8303140221 | |
| Download: ML20071E435 (485) | |
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e VIRGINIA ELucrRIC AND Powen CO31PANY RacinMoxn,VinoINIA 23261 W. L. STEWAMT Vaca l'mananzzy xecm. oPREATIOx= March 10, 1983 Mr. 9arold 2. Denton, Director Serial No. 319 Office of Nuclear Reactor Regulation N0/JHL:acm Attn: Mr. Robert A. Clark, Chief Docket Nos. 50-338 Operating Reactors Brcnch No. 3 50-339 Division of Licensing License Nos. NPF-4 U. S. Nuclear Regulatory Commission NPF-7 Washington, D. C. 20555 Gentlemen:
AMENDMENT TO OPERATING LICENSES NPF-4 AND NPF-7 NORTH ANNA POWER STATION UNIT NOS. 1 AND 2 PROPOSED OPERATING LICENSE AMENDMENTS Puruuant to 10 CFR 50.90, the Virginia Electric and Power Company (VEPCO) requests an amendment to Operating Licenses NPF-4 and NPF-7 for North Anna Power Station, Unit Nos. I and 2. The proposed changes to the Operating Licenses are enclosed.
The proposed changes are designed to include the name of the Old Dominion Electric Cooperative (0DEC) in the appropriate sections of the Facility Operating Licenses for North Anna Power Station, Unit Nos. I and 2. The Old Dominion Electric Cooperative will be a partial owner of the facility but will not operate the facility. VEPCO will continue to operate the facility safely as it has in the past. This amendment should not be made effective until the partial sale to ODEC has been finalized which is currently scheduled to be in the last quarter of 1983.
A description of ODEC is set out in Attachment 1.
Any information concerning Financial Protection Requirements, Indemnity Agreements and Antitrust (if specifically requested) will be provided in a supplement to these proposed operating license amendments at a later date.
Attachment 2 provides the proposed change for the North Anna Unit No. I license. Attachment 3 provides the proposed change for the North Anna Unit No. 2 license. A discussion of the proposed changes is provided in Attachment 4.
The Purchase, Construction and Ownership Agreement, the Interconnection and Operating Agreement and the Nuclear Fuel Agreement, all dated as of December 28, 1982, between VEPCO and ODEC are attached as Attachments 5, 6 and 7, respectively.
This request has been reviewed and approved by the Station Nuclear Safety and Operating Committee and the Safety Evaluation and Control staff. It has been determined that this request does not involve an unreviewed safety question as defined in 10 CFR 50.59. gg%g B303140221 830310 ,d6 0 DR ADOCK 05000 h Q0
Viaorwaa ELECTRIC AND Powra CoxPANY TO Harold R. Denton We have evaluated this request An accordance with the criteria in 10 CFR 170.22. Since this request involves an amendment which the Staff should be able to determine dces nnt involve a significant hazards consideration for Unit I and a duplicate amendment for Unit 2, a Class III license amendment fee and a Class I license amendment fee are required for Unit I and 2, respectively. Accordingly, a voucher check in the amount of $4400 is enclosed in payment of the required fees.
Very truly yours, N
, , \h4 W. L. Stewart Attachments
- 1. Description of Old Dominion Electric Cooperative
- 2. Proposed Operating License Amendment - Unit 1
- 3. Proposed Operating License Amendment - Unit 2
- 4. Discussion of Proposed Operating License Amendments
- 5. Purchase, Construction and Ownership Agreement
- 6. Interconnection and Operating Agreement
- 7. Nuclear Fuel Agreement
- 8. Voucher Check for $4400 l cc: Mr. James P. O'Reilly l Regional Administrator Region II l
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a COMMONWEALTH OF VIRGINIA )
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CITY OF RICHMOND )
The foregoing document was acknowledged before me, in and for the City and Commonwealth aforesaid, today by W. L. Stewart, who is Vice President-Nuclear Operations, of the Virginia Electric and Power Company. He is duly authorized to execute and file the foregoing document in behalf of that Company, and the statements in the document are true to the best of his knowledge and belief.
Acknowledged before me this /d day of M , 19 E3 .
My Commission expires: .2 - g L , 19 y, C.M' Notary Public l
(SEAL)
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ATTACHMENT 1 DESCRIPTION OF OLD DOMINION ELECTRIC COOPERATIVE l
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- 1. The exact name of ODEC is Old Dominion Electric Cooperative.
- 2. The address of ODEC's principal business office is 5601 Chamberlayne Road, Richmond, Virginia 23227.
- 3. ODEC is a generation and transmission cooperative with 15 member cooperatives. It is engaged in securing an adequate, reliable source of energy for its member cooperatives at the lowest price possible. ODEC does not serve retail customers. ODEC, through its member cooperatives, serves more than 37% of the land area in Virginia, including 65 of the State's 95 counties. Member cooperatives also serve nine counties in Maryland, two counties in Delaware and two counties in West Virgina.
ODEC member cooperatives serve over 265,000 customers.
- 4. ODEC is a generation and transmission cooperative. It was chartered under the laws of the Commonwealth of Virginia on September 23, 1948.
- 5. The names and titles of the principal officers of ODEC are as follows:
Harry K. Bowman President Ernest M. Jordan, Jr. Executive Vice President Mark McNiel Vice President Harry M. Dunn Treasurer J. M. Reynolds Secretary The address of each of these officers is 5601 Chamberlayne Road, Richmond, Virginia 23227. Each such officer is a citizen of the United States.
- 6. The names and addresses of the directors of ODEC are as follows:
Name Address Frank W. Blake Parksley, VA 23421 Hugh M. Landes Millboro, VA 24460 W. M. Leech Route 3 Lexington, VA 24450 W. L. Tucker, Jr. Box 247 Lovingston, VA 22949 Allen H. Crenshaw Route 2, Box 132 Scottsville, VA 24590 Gordon L. Mears Denton, MD 21629 Walter T. Morris RFD 4, Box 635 Chestertown, MD 21620 William A. Gwaltney Route 2, Box 55 Windsor, VA 23487 John A. Hamlett Route 2, Box 238 Covington, VA 14426 Roland F. Mumford RD 2, Box 352 Seaford, DE 19973
, M. John Bowman Chase City, VA 23924 J. T. Tanner Rt. 1, Box 128 Palmer Springs, VA 23957 Richard W. Gouldin 4 N. Sunset Lane Warsaw, VA 22572
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C. Newell Thompson RFD 1 King George, VA 22485 Frank Remorenko, Jr. Waverly, VA 23890 Vernon N. Brinkley RFD, Onanock, VA 23417 John E. Eonfadini 7500 Forrester Lane Manassas, VA 22110 Harry K. Bowman (Pres.) 9025 Longstreet Dr.
Manassas, VA 22110 Mark McNiel (Vice Pres.) 450 Maryland Ave.
Harrisonburg, VA 22801 James M. Reynolds (Secretary) Rt. 1, Box 891 Windsor, VA 23487 Harvey M. Dunn (Treasurer) Rt. 1, Box 58 Yale, VA 23897 William M. Alphin Star Route, Box 12 Boston, VA 22713 Howard V. May Route 2, Box 184 Broadway, VA 22815 J. Woodrow Martin Route 3 Blackstone, VA 23824 Guy C. Lewis, Jr. P. O. Box 307 Bowling Green, VA 22427 E. Paul Bienvenue 906 Short Lane Seaford, DE 19973 Marvin G. Harrison P. O. Box 132 New Castle, VA 24127 John C. Anderson Crewe, VA 23930 Each such director is a citizen of the United States.
- 7. ODEC is not owned, pontrolled or dominated by an alien, a foreign corporation or a foreign government.
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ATTACIDfENT 2 PROPOSED OPERATING LICENSE AMENDMENT - UNIT I s
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1 VIRGINIA ELECTRIC AND POWER COMPANY OLD DOMINION ELECTRIC COOPERATIVE DOCKET NO. 50-338 NORTH ANNA POWER STATION, UNIT NO. 1 FACILITY OPERATING LICENSE License No. -NPF-4
- 1. The Nuclear Regulatory Commission (the Commission) having found that:
A. The issuance of this license amendment issued to the Virginia Electric and Power Company (VEPCO) and thu Old Dominion Electric Cooperative (0DEC) for the North Anna Power Station, Unit No. 1 (facility) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act) and the Commission's rules and regulations set forth in 10 CFR Chapter I; 1
B. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance: (i) that the activities authorized by this amendment to the operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the rules and regulations of the Commission; D. VEPCO is technically and financially qualified to engage in the ac- l tivities authorized by this amendment to the operating license in accordance with the rules and regulations of the Commission; E. VEPCO and the Old Dominion Electric Cooperative (ODEC) have satisfied l the applicable provisions of 10 CFR Part 140, " Financial Protection Requirements and Indemnity Agreements," of the Commission's regula-tions; F. The issuance of this amendment to the operating license will not be inimical to the common defense and security or to the health and safety of the public; v -c .c,- n- v, -- . . - , - - - - - - - , , ..nn- - - . , - - - - - - - , - ,-...---r--= , - - --
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- G. A'fter weighing the environmental, economic, technical, and other i benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Amendment No. 3 I to Facility Operating License No. NPF-4 subject to the conditions ~
i for protection of the environment set forth herein is in.accordance
. with Appendix D to 10 CFR Part 50 of' the Commission's regulations and all applicable requirements have been satisfied; l
t H. The receipt, possession, and use of source, byproduct and special
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nuclear material as authorized by this amendment to the license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFR Section 30.33, 40.32, and 70.23 and 70.31; and I. The Old Dominion Electric Cooperative is a partial financial owner of the facility and will not operate the facility.
hereby' amends Facility Operating License No. NPF-4
- 2. Amendment No.
issued to the Virginia Electric and Power Company to read as follows: l A. This amendment to the license applies to the North Anna Power Station, Unit No. 1, a pressurized water reactor and associated equipment (the facility), owned by the Virginia Electric and Power Company and the Old Dominion Electric Cooperative. The facility is l located near Mineral, in Louisa County, Virginia, and is described i in the " Final Safety Analysis Report" as supplemented and amended (Amendments 17 through 64) and the Environmental Report as
, supplemented and amended (Supplements 1 through 4, Appendix L).
i l B. VEPC0 is authorized to perform steam generator moisture l carryover studies at the North Anna Power Station. These studies involre the use of an aqueous tracer solution of two (2) curies of sodium-24. VEPCO personnel will be in charge of conducting these studies and be knowledgeable in the procedures. VEPC0 wili impose personnel exposure limits, posting, and survey requirements in conformance with those in 10 CFR Part 20 to minimize l{ personnel exposure and contamination during the studies.
Radiological controls will be established in the areas of the chemical feed, feedwater, steam, condensate and sampling systems where the presence of the radioactive tracer is expected to warrant such controls. VEPCO will take special precautions to minimize l
, radiation exposure and contamination during both the handling of the
, radioactive tracer prior to injection and the taking of system i samples following injection of the tracer. VEPCO will insure that l all regulatory requirements for liquid discharge are met during j disposal of all sampling effluents and when reestablishing l continuous blowdown from the steam generators af ter completion of the studies.
] *The NRC shall provide the Amendment No. when this change is approved.
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C. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: l (1) Pursuant to Section 103 of the Act and 10 CFR Part 50,
" Licensing of Production and Utilization Facilities,"
VEPC0 and ODEC to possess and VEPC0 to use, and operate {
the facility at the designated location in Louisa County, Virginia in accordance with the procedures and limitations set forth in this amendment to the license; (2) Pursuant to the Act of 10 CFR Part 70, VEPC0 to receive, l possess and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; (3) Pursuant to the Act of 10 CFR Parts 30, 40 and 70, VEPCO l to receive, possess and use at any time byproducts, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission :etectors in amounts as required; (4) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, VEPC0 l to receive, possess and use in amounts as required any byproducts, source er special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (5) Pursuant to the Act and 10 CFR Parts 30 and 70, VEPC0 to l possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.
D. This amendment to the license shall be deemed to contain and is subject to the condition specified in the following Commission regulations in 10 CFR Chapter I: Part 20, Section 30.34 of Part 30, Section 40.41 of Part 40, Sections 50.54 and 50.59 of Part 50, and Section 70.32 of Part 70; and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:
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(1) -Maximum Power Level VEPCO is authorized to operate the. North l Anna Power Station, Unit No. 1, at reactor core power levels not in excess of 2775 megawatts (thermal).
(2) Technical Specifications The Technical Specifications contained in Appendices A and B, as revised through Amendment No. 41, are hereby incorporated in the license.
VEPCO shall operate the facility in l accordance with the Technical Specifications.
(3) Additional Conditions The matters specified in the following conditions shall be completed to the satisfaction of the Commission within the stated time periods following the issuance of this amendment or within the operational restrictions indicated. The renoval of these conditions shall be made by an amendment to the license supported by a favorable evaluation by the Commission:
- c. Virginia Electric and Power Company shall not operate the reactor in operational modes 1 and 2 with less than three reactor coolant pumps in operation.
- e. If Virginia Electric and Power Company plans to remove or to make significant changes in the normal operation of equipment that controls the amount of radioactivity in effluents from the North Anna Station, the Commission shall be notified in writing regardless of whether the change affects the amount of radioactivity in the effluents.
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- 6) A procedure for identifying the authority responsible
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for the interpretation of the data and the sequence and timing of administrative events required to initiate corrective action.
E. Physical Protection-VEPCO shall fully implement and maintain in effect.all provisions of the following Commission approved documents including amendments l' and changes made pursuant to the authority of 10 CFR 50.54(p).
These approved documents consist of information withheld from public disclosure pursuant to 10 CFR 2.790(d):
(1) " North Anna Power Station Security Plan", dated January 12, 1979.
(2) " North Anna Power Station Safeguards Contingency Plan", dated May 1, 1980, submitted as a revised Chapter 8 to the Physical Security Plan, and submitted pursuant to 10 CFR 73.40. The Contingency Plan shall be fully implemented, in accordance 1 with 10 CFR 73.40(b), within 30 days of this approval by the l Commission. *
(3) " North Anna Power Station Guard Training and Qualification Plan", dated September 15, 1980. This Plan shall be fully implemented in accordance with 10 CFR 73.55(b)(4), within 60 days of this approval by the Commission. All security personnel shall be qualified within two years of this approval. **
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- Amendment No. 20, October 3, 1980.
- ** Amendment No. 25, March 20, 1981.
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ATTACHMENT 3 PROPOSED OPERATING LICENSE AMENDMENT - UNIT 2 I
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VIRGINIA ELECTRIC AND POWER COMPANY OLD DOMINION ELECTRIC COOPERATIVE DOCKET NO. 50-339 NORTH ANNA POWER STATION, UNIT NO. 2 FACILITY OPERATING LICENSE License No. NPF-7
- 1. The Nuclear Regulatory Commission (the Commission) having found that:
A. The application for license filed by Virginia Electric and Power Company (VEPCO) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I and all required notifications to other agencies or bodies have been duly made; B. Construction of the North Anna Power Station, Unit No. 2 (facility) has been substantially completed in conformity with Construction Permit No. CPPR-78 and the application, as amended, the provisions of the Act and the regulations of the Commission; C. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission; D. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I; E. VEPC0 is technically and financially qualified to engage in the activities authorized by this operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter I; F. VEPCO and the Old Dominion Electric Cooperative (0DEC) have satisfied l the applicable provisions of 10 CFR Part 140, " Financial Protection Requirements and Indemnity Agreements", of the Commission's regulations;
G. Tha issuance of this operating license will not be inimical-to the common defense and security or to the health and safety of the public;.
H.' After weighing the environmental, economic,-technical and other:
benefits of the facility against environmental and other costs and.
considering available alternatives, the issuance of Facility . Operating
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License NPF-7 subject to the conditions for protection of the environment set forth herein is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have i been satisfied; l I. The receipt, possession, and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40, and 70; and J. The Old Dominion Electric Cooperative is a partial financial owner of the facility and will not operate the facility.
- 2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on August 20, 1980, the License for Fuel-Loading and Low-Power Testing issued on April 11, 1980 is superseded by Facil*ty Operating. License NPF-7 hereby ,
issued to Virginia Electric and Power Company '(VEPCO) and the Old Dominion Electric Cooperative (ODEC) to read as follows:
A. This license applies to the North Anna Power Station, Unit No. 2, a pressurized water nuclear reactor and associated equipment (the facility), owned by VEPC0 and ODEC. The facility is' located near f Mineral in Louisa County, Virginia and is described in VEPCO's Final Safety ' Analysis Report as supplemented and amended '(Amendments 17 through 69) and Environmental Report as supplemented and amended (Supplements 1 through 4).
B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:
(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, VEPCO and l ODEC to possess and VEPCO to use, and operate the facility at the designated location in Louisa County, Virginia, in accordance with the limitations set forth in this license; (2) Pursuant to the Act and 10 CFR Part 70, VEPC0 to receive, possess l and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in VEPCO's Final Safety Analysis Report, as supplemented and amended; (3) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, VEPCO to !
receive, possess and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required;
(4) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, VEPCO to l receive, possess and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (5) Pursuant to the Act and 10 CFR Part 30, 40 and 70, VEPCO to l possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.
C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I ans is subject to all applicable provisions of the Act and to the rules, regulations, and order of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:
(1) Maximum Power Level Vepco is authorized to operate the facility at steady state reactor core power levels not in excess of 2775 megawatts (thermal).
(2) Technical Specifications The Technical Specifications contained in Appendices A and B, as revised through Amendment No. 25, are hereby incorporated in the license. VEPCO shall operate the facility in l accordance with the Technical Specifications.
(b) The current surveillance period for Surveillance Requirements 4.7.10.c may be extended beyond the time limit specified by Technical Specification 4.0.2.a. The required surveillance shall be completed prior to startup after the first refueling outage. The plant shall not be operated in Modes 1, 2, 3 or 4 until Surveillance Requirement 4.7.10.c has been completed. Upon accomplishment of the surveillance, the provisions of 4.0.2.a shall apply.
E. Physical Protect 1M VEPC0 shall fully implement and maintain in effect all provisions of the l following Commission approved documents, including amendments and changes made pursuant to the authority of 10 CFR 50.54(p). These approved documents consists of informat. ion withheld from nublic disclosure pursuant to 10 CFR 2.790(d):
(1) " North Anna Power Station Security Plan", dated January 12, 1979.
(2) " North Anna Power Station Safeguards Contingency Plan", dated May 1, 1980, submitted as a revised Chapter 8 to the Physical Security Plan, and submitted pursuant to 10 CFR 73.40. The Contingency Plan shall be . fully implemented, in accordance with 10 CFR 73.40(b), within 30 days of this approved by the Commission.
(3) " North Anna Power Station Guard Training and Qualification Plan",
dated September 15, 1980. This Plan shall be fully implemented in accordance with 10 CFR 73.55(b)(4), within 60 days of this approval by the Commission. All security personnel shall be qualified as required in the above plans within two years of this approval.
F. Deleted.
G. If VEPCO plans to remove or to make signi.ficant changes in the normal operation of equipment that controls the amount of radioactivity in effluents from the North Anna Power Station, the NRC shall be notified in writing regardless of whether the change affects the amount of radioactivity in the effluents.
H. VEPC0 shall report any violations of the requirements contained in Section 2, Items C. (3) through C. (21), E, F and G of this license within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> by telephone and confirmed by telegram, mailgram, or facsimile transmission to the Director of the Regional Office, or his designate, no later than the first working day following the violation, with a written followup report within 14 days.
I. This license is effective as of the date of issuance and shall expire February 19, 2011.
ATTAC1 MENT 4 DISCUSSION OF PROPOSED OPERATING LICENSE AMENDMENT V
DISCUSSION OF PROPOSED OPERATING LICENSE AMENDMENTS Portions of the North Anna Power Statior., Unit Nos. I and 2 are to be sold to the Old Dominion Electric Cooperative. As part of this sale, the Old Dominion Electric Cooperative must conform with the rules and regulations of the Nuclear Regulatory Commission and the North Anna Units 1 and 2 Facility Operating Licenses. For this reason the Old Dominion Electric Cooperative must be included in the North Anna Units 1 and 2 Facility Operating Licenses.
The Old Dominion Electric Cooperative does not need to provide financial qualification information because of the Nuclear Regulatory Commission's Rule that was stated in the Federal Register dated March 31, 1982.
The Old Dominion Electric Cooperative does need to satisfy the applicable provisions of 10 CFR Part 140, " Financial Protection Requirements" snd
" Indemnity Agreements". All information is being gathered and will undergo review and approval. Not having the information for SNSOC or SEC review does not reduce any margin of safety.
The Old Dominion Electric Cooperative does not need to provide the antitrust information, from Appendix L, 10CFR50, for NRC review since they have a current generating capacity less than 200 MW(e) (Refer to 10 CFR 50.33a, paragraph 3). Antitrust information will be provided for NRC review if it is specifically requested.
The proposed changes which incorporate the Old Dominion Electric Cooperative into the North Anna Units 1 and 2 Facility Operating Licenses in no way reduce the safe operation of the facilities. Vepco will continue to operate the facilities safely as it has in the past. The Old Dominion Electric Cooperative will be a part owner of North Anna Units 1 and 2 but will not operate the facilities.
ATTACHMENT 5 PURCHASE, CONSTRUCTION AND OWNERSHIP AGREEMENT l
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i PURCHASE, CONSTRUCTION AND OWNERSHIP AGREEMENT .
Between VIRGINIA ELECTRIC AND POWER COMPANY and OLD DOMINION ELECTRIC COOPERATIVE DATED: As of December 28, 1982 l
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TABLE OF CONTENTS Page
-Recitals................................................ 1 Article I - Definitions 1.01 Additional Payments After Closing................. 3 1.02 AFUDC............................................. 3 1.03 Agreement......................................... 4 1.04 Authorized Old Dominion Representatives........... 4 1.05 Authorized Vepco Representatives.................. 4 1.06 Basic Agreements.................................. 4 1.07 C ap ab i l i t y . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1.08 Closing and Closing Date.......................... 5 1.09 Common Facilities................................. 5 1.10 Facilities........................................ 5 1.11 FERC.............................................. 5 1.12 Force Majeure..................................... 5 1.13 Indenture of Mortgage............................. 6 1.14 Initial Purchase Price............................ 6 1.15 Interconnection and Operating Agreement........... 6 1.16 Interest Rates.................................... 6 1.17 Lien.............................................. 7 1.18 Ma j o r Sp are P art s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.19 New Investment.................................... 7 1.20 North Anna Nuclear Power Station.................. 8 1.21 North Anna Unit 1................................. 8 1.22 No r th Anna Uni t 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1.23 NRC............................................... 9 1.24 Nuclear Fuel...................................... 9 1.25 Nuclear Fuel Agreement............................ 9 1.26 O l d D o mi ni o n . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1.27 Old Dominion Members.............................. 9 1.28 Old Dominion's Percentage Ownership Interest.......................................... 9 1.29 Operating Inventory.............................. 10 1.30 Original Cost.................................... 10 l 1.31 Parties.......................................... 10 1.32 Permitted Encumbrances........................... 10 1.33 P rudent Utility Practices . . . . . . . . . . . . . . . . . . . . . . . . 12 1.34 REA.............................................. 12 1.35 SEC..............................,................ 12
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1.36 Superior Lien.................................... 12 1.37 Support Facilities............................... 13 1.38 Uniform System of Accounts....................... 13 1.39 Unit (s).......................................... 14 1.40 Vepco............................................ 14 1.41 The Virginia Commission.......................... 14 1.42 The West Virginia Commission..................... 14 1.43 Wholesale Power Contracts........................ 14 Article II - Purchase of Old Dominion's Percentage Ownership Interest 2.01 Purchase of Old Dominion's Percentage Ownership Interest in the Facilities at Closing............ 15 2.02 Conveyances.............................. ...... 15 2.03 Entitlement to Capability........................ 16 2.04 Proviso.......................................... 17 2.05 Second Mortgage Lien.......................... .. 17 Article III - Payments for Old Dominion's Percentage Ownership Interest 3.01 Payment.......................................... 18 3.02 Additional Payments After Closing................ 19 3.03 Payments for Retirements and Decommissioning Costs; Option to Purchase or Lease the Facilities............................. ......... 22 3.04 Payment o f Tax Li abili ty . . . . . . . . . . . . . . . . . . . . . . . . . 2 5 3.05 Cancellation Costs............................... 25 3.06 Payment for Other Costs.......................... 26 3.07 Methods of Payment............................... 26 Article IV - Representations and Warranties 4.01 Representations and Warranties of Vepco.......... 28 4.02 Representations and Warranties of Old Dominion... 30 4.03 Survival......................................... 32 l Article V - The Closing and Closing Date i
( 5.01 Time and Place................................... 33 i
5.02 Te rmination o f Li ability . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Article VI - Conditions to Closing 6.01 Conditions Precedent to Vepco's Obligations...... 34 6.02 Conditions Precedent to Old Dominion's Obligations...................................... 39
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Article VII - Nuclear Fuel 7.01 Sale and Purchase of Nuclear Fuel................ 44 Article VIII - Management of the Facilities; Liability and Allocetion of Risk; and Contracts for the Facilities 8.01 Vepco as Agent of Old Dominion................... 45 8.02 Contract Assignment and Transfer
- Limitations.. ................................... 48 8.03 No Adverse Distinction........................... 48 8.04 Liabilities of the Parties....................... 49 Ar;icle IX - General Covenants 9.01 Covenant to Use Best Efforts..................... 52 9.02 Covenants to Provide Information................. 52 9.03 Old Dominion's Covenant to Obtain Financing...... 52 9.04 Financial Statements and Other Documents......... 55 9.05 other Covenants.................................. 55 Article X - Waiver of Partition 10.01 Waiver by Old Dominion........................... 59 10.02 Wai ve r b y Vep co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9 Article XI - Assignment 11.01 Old Dominion's Right to Assign................... 61 11.02 Vepco's Right to Assign.......................... 63 Article XII - Insurance 12.01 General.......................................... 64 12.02 Nuclear Property Insurance. . . . . . . . . . . . . . . . . . . . . . . 64 12.03 Nuclear Liability Insurance...................... 64 12.04 General Liability Insurance. . . . . . . . . . . . . . . . . . . . . . 65 l 12.05 Workmen's Compensation Insurance................. 65 l 12.06 Additional Insurance............................. 66 12.07 Allocation and Payment of Premiums............... 66 Article XIII - Destruction; Condemnation 13.01 Destruction...................................... 68 13.02 Condemnation..................................... 69
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Article XIV - Force Majeure 14.01 Force Majeure.................................... 71 14.02 Remedy........................................... 72 Article XV - Default 15.01 Events of Default................................ 73 15.02 Penalty for Late Payments........................ 75 15.03 Failure to Make Payments......................... 76 15.04 Acceleration..................................... 79 15.05 Remedies Not Exclusive........................... 80 Article XVI - Special Remedies 16.01 Special Remedy................................... 81 16.02 Special Old Dominion Remedy...................... 84 16.03 Failure to Perform-Remedy........................ 87 16.04 Rights and Obligations upon Repurchase or Transfer of Title............................. 87 Article XVII - Teen of Agreement 17.01 Termination...................................... 89 17.02 Measuring Lives.................................. 89 Article XVIII - Accounting Matters 18.01 General Accounting Matters....................... 91 18.02 Right to Inspect Records, Etc.................... 91 18.03 Other Audits..................................... 93 Article XIX - Consultations and Mutual Cooperation; Authorized Representatives 19.01 Consultations and Mutual Cooperation............. 94 19.02 Authorized Old Dominion Representatives.......... 94 19.03 Authorized Vepco Representatives................. 94 19.04 Proportional Voting.............................. 95 Article XX - Miscellaneous 20.01 Sale Withoat Warranty............................ 96 20.02 Non-Exclusive Sale............................... 96 i
20.03 No Arbitration; Resolution of Disputes........... 97 20.04 Notices.......................................... 98 20.05 Holidays, Business Days.......................... 99 20.06 Entire Agreement................................. 99
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20.07 Amendments....................................... 99 20.08 Severability.................................... 100 20.09 Relationship of the Parties..................... 100 20.10 Tax Election.................................... 101 20.11 Governing Law................................... 101 20.12 No Waiver....................................... 101 20.13 Captions........................................ 101 20.14 Co unt e rp a rt s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 20.15 Singular and Plural; Gender..................... 102 20.16 Equal Opportunity............................... 102 20.17 Environment..................................... 105 20.18 Kick-backs...................................... 106 20.19 Nonsegregated Facilities........................ 106
- 20.20 Confidentiality................................. 108 20.21 Historic P1 aces................................. 108 20.22 Public Officials Not to Benefit................. 109 20.23 Flood Insurance Act............................. 109 20.24 Safety.......................................... 110 20.25 Buy American................./.................. 110 20.26 Merger of Documents............................. 112 Signatures.....................................................
Exhibits -
Exhibit A - Common Facilities.............................
Exhibit B - Support Facilities............................
Exhibit C - Major Spare Parts.............................
Exhibit D - North Anna Unit 1.............................
Exhibit E - North Anna Unit 2.............................
Exhibit F - Old Dominion Members..........................
Exhibit G - Form of Special Warranty Deed.................
Exhibit H - Form of Assignment Agreement..................
Exhibit I - Form of Bill of Sale..........................
Exhibit J - Form of Second Mortgage and Deed of Trust.....
Exhibit K - Initial Purchase Price Calculation............
Exhibit L - Form of Estimated Expenditures Invoice........
Exhibit M - Payment of Tax Liability at Closing...........
Exhibit N - Deferred Payment Schedule.....................
Exhibi t 0 - Deferred Payment Promissory Note. . . . . . . . . . . . . .
Exhibit P - Form of Old Dominion and Old Dominion Members Release and Covenant Not to Sue.....................................
Exhibit Q - Form of Opinion of Litten, Sipe and Miller.....................................
Exhibit R - Form of Opinion of Heron Burchette &
Ruckert....................................
Exhibit S - Form of Vepco Release and Covenant
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Not to Sue................................
Exhibit T - Form of Opinion of Hunton & Williams..........
Exhibit U - Measuring Lives...............................
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THIS PURCHASE, CONSTRUCTION AND OWNERSHIP AGREEMENT, dated as of Docsmber 28, 1982, between VIRGINIA ELECTRIC AND POWER COMPANY (Vepco), a Virginia public service corporation with its principal office at One James River Plaza, Richmond, l
Virginia 23261, and OLD DOMINION ELECTRIC COOPERATIVE (Old Dominion), a Virginia generation and transmission cooperative with its principal office at 5601 Chamberlayne Road, Richmond, Virginia 23227 provides as follows:
WHEREAS, Vepco is a public service corporation engaged in furnishing electric utility service in portions of Virginia, North Carolina and West Virginia, and as such owns and operates facilities for the generation, transmission and distribution of electricity within those states; and WHEREAS, Old Dominion is a generation and transmission cooperative organized and existing under the laws of the Commonwealth of Virginia and is comprised of, among others, the Old Dominion Members. Old Dominion is charged with the responsibility of providing power and energy to its Old Dominion Members either through generation facilities owned by it or by the purchase of power and energy from others; and WHEREAS, Vepco sells to Old Dominion Members electric service at wholesale for resale; and l
WHEREAS, the requirements for electric service to customers of Vepco and Old Dominion have grown and continue to j . grow, and to meet the increasing bu'lk power supply requirements j of these customers Vepco has constructed and continues to i
construct, among other things, substantial additions to its generating facilities; and WHEREAS, Old Dominion is willing to acquire and Vepco is willing to sell undivided ownership interests in North Anna Units 1 and 2, the Common Facilities, the Support Facilities, the Nuclear Fuel used or to be used for North Anna Units 1 and l
2 including the undesignated forward inventory, the Major Spare Parts and the Operating Inventory; and WHEREAS, simultaneously herewith, Vepco and Old Dominion have entered into an Interconnection and Operating Agreement under which Vepco will provide, among other things, Old Dominion Supplemental Demand and Energy, Reserve Capacity and Energy and certain transmission service; and WHEREAS, under the Interconnection and Operating Agreement, Old Dominion agrees to sell and Vepco agrees to purchase certain percentages of Old Dominion's entitlement to i
the capacity and associated energy in North Anna Units 1 and 2, respectively; and
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WHEREAS, simultaneously herewith Vepco and Old Dominion have entered into a Nuclear Fuel Agreement under which Vepco agrees to sell and Old Dominion agrees to purchase a 12-1/2 percent undivided ownership interest in the Nuclear Fuel used or to be used for North Anna Unita 1 and 2 as well as the appropriate undivided ownership interest in the undesignated forward inventory as prescribed by the Nuclear Fuel Agreement; and WHEREAS, Vepco and Old Dominion agree to participate in such joint ownership since such ownership is expected to confer reasonable net benefits upon Vepco and Old Dominion; NOW, THEREFORE, in consideration of the premises and the mutual obligations hereinafter stated, the parties hereto agree as follows:
ARTICLE I Definitions 1.01 Additional Payments After Closing. The additional payments due after Closing required to be paid pursuant to Article III hereof.
1.02 AFUDC. Allowance for Funds Used During Construction shall be that amount of AFUDC recorded on Vepco's books of account or Interest During Construction on Old Dominion's Books of Account as computed in accordance with the
method prescribed by the appropriate regulatory authority, and, if Vepco or Old Dominion finances a portion of the facilities through a trust at any time during the construction period, the ,
i actual cost of financing zuch undivided interest through the I trust net of any Federal income tax benefits realized by Vepco or Old Dominion.
1.03 Agreement. This Purchase, Construction and Ownership Agreement dated .s of December 28, 1982, between Vepco and Old Dominion.
1.04 Authorized Old Dominion Representatives. The Authorized Old Dominion Representatives appointed by Old Dominion pursuant to Section 19.02 hereof.
1.05 Authorized Vepco Representatives. The Authorized Vepco Representatives appointed by Vepco pursuant to Section 19.03 hereof.
1.06 Basic Agreements. This Agreement, the Interconnection and Operating Agreement and the Nuclear Fuel Agreement.
1.07 Capability. Where used in this Agreement, Capability of any unit shall be the net summer or winter (as applicable) rating of such unit, measured in megawatts, as determined by Vepco. These Capabilities shall be established and modified in accordance with Prudent Utility Practices 4
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l following the same methodology Vepco uses in establishing the Capabilities of all of its units.
1.08 Closing and Closing Date.
The Closing and Closing Date provided for in Section 5.01 hereof.
1.09 Common Facilities. All those facilities, l
l including but not limited to both real and personal property, exclusive of North Anna Unit 1, North Anna Unit 2, Support Facilities, Nuclear Fuel, Operating Inventory and Major Spare Parts, which are purchased, leased or otherwise obtained only in connection with the construction, operation and maintenance of more than one nuclear unit located at North Anna Nuclear Power Station. Common Facilities are more specifically described as of the date hereof in Exhibit A.
1.10 Facilities. North Anna Unit 1, North Anna Unit 2, the Common Facilities, the Support Facilities, the Operating Inventory, and the Major Spare Parts, but excluding Nuclear Fuel, which is the subject of the Nuclear Fuel Agreement.
l 1.11 FERC. The Federal Energy Regulatory Commission including any successor governmental agency.
1.12 Force Majeure. As defined in Section 14.01 hereof.
1.13 Indenture of Mortgage. The Indenture of Mortgage dated November 1, 1935, from Vepco to the Chase National Bank of the City of New York (now The Chase Manhattan Bank (National Association)), as trustee, as supplemented from time to time.
1.14 Initial Purchase Price. The Initial Purchase Price provided for in Section 3.01 hereof.
1.15 Interconnection and Operating Agreement. The Interconnection and Operating Agreement between Vepco and Old Dominion of even date herewith.
1.16 Interest Rates.
(a) The Special Interest Rate. A rate per annum equal to the prime rate of The Chase Manhattan Bank, N.A., New York, New York, or its successor, in effect from time to time plus three percentage points (3%).
(b) The Regular Interest Rate. In the case of interest payments owing to Vepco or Old Dominion pursuant to this Agreement, an interest rate per annum equal to the actual weighted cost of short term financing to the Party to whom the payment is owing for the period in question or, if the Party to I
( whom the payment is owing has no short term financing l
l outstanding at the time, the prime rate of The Chase Manhattan Bank, N.A. as in effect from time to time. Short-term financing shall be as defined by the Uniform System of Accounts.
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l.17 Lien. Any encumbrance, lien, charge or security interest upon er in any of the Facilities.
1.18 Maior Spare Parts. Those major items designated by the Parties that the Parties keep in inventory for possible use in replacing similar items in units located not only at the North Anna Nuclear Power Station but also at other power stations. The parts that shall be designated as Major Spare Parts at the Closing Date shall be designated by the Parties ir Exhibit C. Thereafter, Major Spare Parts shall be Aesignated by that Operating Committee established under Article II of the Interconnection and Operating Agreement. The Major Spare Parts are further described and the methods of calculating the percentage ownership and cost responsibilities of the Parties
- in the Major Spare Parts are also included in Exhibit C.
1.19 New Investment. The net book cost to Vepco of all additions, improvements, betterments and replacements related to the Facilities incurred after the Closing Date, accounted for by Vepco as utility plant under the Uniform System of Accounts. New Investment shall not include AFUDC in the case where Old Dominion is paying its proportionate share of New Investment in accordance with Section 3.02 of the l
l Agreement, but shall include AFUDC in the case where Vepco has previously incurred a cost and recorded AFUDC on Vepco's books with respect to such cost.
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I 1.20 North Anna Nuclear Power Station. The nuclear '
generating plant located in Louisa, Orange and Spotsylvania Counties, Virginia.
1.21 North Anna Unit 1. The nuclear generating unit located in Louisa County, Virginia, designated as North Anna Unit 1 (more specifically described in Exhibit D hereto), and the related completed construction not classified and construction work in progress, representing the cost of all additions, improvements, betterments and replacements thereto, but excluding the Common Facilities, the Support Facilities, the Nuclear Fuel, the Operating Inventory and the Major Spare Parts.
1.22 North Anna Unit 2. The nuclear generating unit located in Louisa County, Virginia, designated as North Anna Unit 2 (more specifically described in Exhibit E hereto) and the related completed construction not classified and construction work in progress, representing the cost of all additions, improvements, betterments and replacement thereto, but excluding the Common Facilities, the Support Facilities, the Nuclear Fuel, the Operating Inventory and the Major Spare Parts.
1.23 NRC. The Nuclear Regulatory Commission including any successor governmental agency.
1.24 Nuclear Fuel. For the purpose of this Agreement, Nuclear Fuel shall have the meaning as defined in the Nuclear Fuel Agreement.
1.25 Nuclear Fuel Agreement. The Nuclear Fuel Agreement between Vepco and Old Dominion of even date herewith.
1.26 Old Dominion. Old Dominion Electric Coop sative i
and its successors and assigns.
1.27 Old Dominion Members. For purposes of this Agreement, those rural electric distribution cooperatives, including their successors and assigns, each of which distributes electricity in areas within which Vepco supplies electricity either at wholesale or at retail. For purposes of this Agreement, the Old Dominion Members shall mean those cooperatives, together with their respective delivery points, listed in Exhibit F, as the same shall be added to, or deleted from, from tine to time.
1.28 Old Dominion's Percentage Ownership Interest.
Except as otherwise modified by the operation of Sections 15.03, 16.01 or 16.02 hereof, an undivided ownership interest in the Facilities equal to 12-1/2 percent in each of North Anna Unit 1, North Anna Unit 2, the Common Facilities, the Operating
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1 Inventory and the Major Spare Parts, and a percentage in the Support Facilities as determined in accordance with Exhibit B.
1.29 Operating Inventory. Equipment, spare part .,
tools, goods and supplies (excluding Nuclear Fuel and Major Spare Parts) to be.used solely for the operation, maintenance or modification of the Units and recorded on Vepco's books of account in accordance with the Uniform System of Accounts.
1.30 Original Cost. Subject to the definition of New Investment in Section 1.19 the amounts included by Vepco or Old Dominion in its plant accounts determined in accordance with the Uniform System of Accounts at the cost incurrad by Vepco or Old Dominion.
1.31 Parties. Vepco and Old Dominion.
1.32 Permitted Encumbrances. Any (i) mechanics' or materialmen's liens in respect of obligations not overdue or which are being contested in good faith by appropriate proceedings, (ii) any liens arising by reason of pledges or deposits to secure payment of workmen's compensation or other insurance, (iii) good faith deposits in connection with bids, tenders, contracts or leases, (iv) deposits to secure public or statutory obligations, deposits to obtain the release of any liens referred to in (1) above, deposits to secure or in lieu of surety, stay or appeal bonds and deposits as security for
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the payment of taxes and assessments or other similar governmental charges, (v) liens in respect of any tax or assessment or other similar governmental charge so long as such tax, assessment or charge is not then due and payable or is being contested in good faith by appropriate proceedings, (vi) judgment liens, so long as such judgment is being contested in good faith and execution thereon is stayed within 30 days after the date of _ entry of such judgment, and (vii) defacts in titl'e, encumbrances, easements, servitudes, conditions or restrictions (in each case other than those to secure the payment of money) which can be eliminated by condemnation or do not materially interfere with the proper construction, operation, maintenance -
or development of the Facilities; provided that any such liens, deposits, defects in title, encumbrances, easements, servitudes, conditions or restrictions do not materially interfere with the proper construction, operation, maintenance or development of the Facilities. With respect to clause (vii) above, the transferee shall have received a certificate of that engineer designated under Section 13.04(1) of the Indenture of Mortgage stating that the defects in title, encumbrances, easements, servitudes, conditions or restrictions referred to in said clause are of such a character as not, in the opinion of such engineer, to interfere materially with the proper
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construction, operation, maintenance or development of the Facilities.
1.33 Prudent Utility Practices. Any of the practices, methods, and acts engaged-in or accepted by a significant portion of the electric utility industry at the time the decision was made, or any of the practices, methods, and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with reasonable reliability, safety, expedition and protection of the environment. Prudent Utility Practices are not intended to be limited to the optimum practices, methods, or acts to the exclusion of all others, but rather to a spectrum of possible practices, methods, or acts engaged in or accepted by a significant portion of the electric utility industry at the time the decision was made.
1.34 REA. The Rural Electrification Administration including any successor governmental agency.
1.35 SEC. The Securities and Exchange Commission including any successor governmental agency.
1.36 Superior Lien. Any Lien that is prior to or superior to any Lien of Vepco.
1.37 Support Facilities. All those facilities, wherever situated, including, but not limited to, both real and personal property, exclusive of Common Facilities, Nuclear Fuel, Operating Inventory and Major Spare Parts, which are purchased, leased or otherwise obtained for the construction, operation and maintenance of one or more nuclear unit (s) located at the North Anna Nuclear Power Station and one or more nuclear unit (s) located at Vepco's Surry Kaclear Power Station or at such other location as Vepco may have an interest in any nuclear facility. Support Facilities, and investment and cost responsibilities of the Parties therefor, are more specifically described in Exhibit B hereto.
1.38 Uniform System of Accounts. FERC's " Uniform System of Accounts Prescribed for Public Utilities and Licensees (Class A and Class B)", as in effect as of the date of this Agreement, or as such Uniform System of Accounts may be applicable to Class A utilities from time to time. References in this Agreement, or the exhibits hereto, to any specific account number shall mean the account number in effect as of l
the effective date of this Agreement or as the account number may be modified or amended.
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1.39 Unit (s). North Anna Unit 1 or North Anna Unit 2.
1.40 Vepce. Virginia Electric and Power Company, a Virginia public service corporation, and its successors and assigns.
1.41 The Virginia Commission. The State Corporation Commission of Virginia including any successor governmental agency.
1.42 The West Virginia Commission. The Public Service Commission of West Virginia including any successor governmental agency.
1.43 Wholesale Power Contracts. The several wholesale power contracts between Old Dominion and the Old Dominion Members for the purchase of electric energy and capacity by the Old Dominion Members from Old Dominion as in effect from time to time.
ARTICLE II Purchase of Old Dominion's Percentage Ownership Interest 2.01 Turchase of Old Dominion's Percentage Ownership Interest in the Facilities at Closing. At Closing, subject to the terms and conditions herein set forth, Vepco agrees to sell
.and convey, and Old Dominion agrees to purchase and pay for Old Dominion's Percentage Ownership Interest in the Facilities at the Closing Date. -
2.02 Conveyances. At Closing, Vepco shall consummate l
the transfer of Old Dominion's Percentage Ownership Interest by delivery of:
(a) A Special Warranty Deed substantially in the form of Exhibit G hereto (making Old Dominion and Vepco tenants in common);
(b) An Assignment Agreement substantially in the
, form of Exhibit H hereto transferring such undivided ownership interest in Vepco's rights and obligations under those certain contracts, licenses and permits listed in Appendix B to Exhibit H hereto, for the purchase, repair, construction and ownership of the Facilities; (c) A Bill of Sale, substantially in the form of Exhibit I hereto, conveying such undivided ownership interest in all property listed thereon;
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l (d) Releases of such undivided ownership interests in the Facilities from the lien (s) of the Indenture of Mortgage.
2.03 Entitlement to Capability.
(a) After Closing, except as otherwise provided in this Agreement, Old Dominion and Vepco shall be entitled to the Capability of North Anna Units 1 and 2 as follows:
Vepco: 87-1/2 percent Old Dominion: 12-1/2 percent It is recognized, however, that, in accordance with Article VII of the Interconnection and Operating Agreement, for a period of years following closing, Old Dominion shall sell and Vepco' shall purchase a portion (s) of old Dominion's rights to the Capability of these units.
(b) With respect to North Anna Units 1 and 2 Old Dominion shall be entitled to Old Dominion's Percentage Ownership Interest of the available capacity in each such Unit.
Available capacity is defined as that capacity that is available for operation. Reductions in Unit capacity caused by operating limitations or regulatory requirements, during any hour in a billing period, shall result in proportional reductions in Old Dominion's share of the available capacity.
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2.04 Proviso. Notwithstanding the foregoing sections of this Article II, the Parties' entitlement to available
' capacity and associated energy may be modified from time to time in accordance with the operation of Sections 15.03, 16.01 or 16.02 hereof and of procedures set forth in Article VII of the Interconnection and Operating Agreement.
2.05 .Second Mortgage Lien. In consideration of Vepco's obligations to Old Dc.uinion under the Basic Agreements, Old Dominion agrees to grant to Vepco, at the Closing, a Second Mortgage Lien on the Facilities to secure the payment by old Dominion of those amounts due to Vepco pursuant to the second sentence of Section 3.04 hereof. Such Second Mortgage Lien shall be evidenced by a Second Mortgage and Deed of Trust substantially in the form of Exhibit J, hereto. As set forth in Exhibit J, the Parties agree (i) that any default in the payment of money under Old Dominion's First Mortgage shall (after the expiration of the grace period provided for in Exhibit J) be a default under the Second Mortgage granted hereunder and (ii) that upon any such default under Old Dominion's First Mortgage, Old Dominion shall give Vepco timely written notice of the occurrence of any such event of default under Old Dominion's First Mortgage and Vepco shall have the right to cure such default.
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1 ARTICLE III Payments for Old Dominion's Percentage Ownership Interest 3 . 0'l Payment.
(a) The purchase price of the Facilities shall be i their original cost less the accumulated provisions for depreciation stated on Vepco's books of account plus a negotiated payment in excess of original cost depreciated in the amount of $2,700,000 for each of North Anna Units 1 and 2 for a total of $5,400,000, in recognition of the fact that (i)
Old Dominion is purchasing operating units and (ii) Old Dominion could not build the Units today for a comparable cost, as well as a payment for the tax liability incurred by Vepco as a result of this transaction, grossed-up for the appropriate Federal income tax rate, to make Vepco whole after payment by Vepco of Federal income taxes calculated at the applicable statutory tax rate, computed without taking into account the
!. tax effect of any other transaction or any applicable investment tax credits. At the Closing, Old Dominion shall pay to Vepco as the Initial Purchase Price for Old Dominion's Percentage Ownership Interest the amount resulting from the application of the calculations, and subject to adjustment, both as prescribed in Exhibit K herato. The balance of the purchase price is paid pursuant to Section 3.04 hereof.
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(b) l Other payments or credits at Closing shall include deferred fuel costs applicable to the Facilities, resulting from the application of the calculations, and subject to adjustment, both as prescribed in Exhibit K hereto. .
3.02 Additional Payments After Closing.
(a) After Closing, Vepco shall provide to Old Dominion a monthly estimate of New Investment for the Facilities for the rerainder of the calendar year in which closing takes place. Thereafter, on or before the first day of January of each year during the term of this Agreement, Vepco shall provide to Old Dominion a monthly estimate of New Investment for the twelve-month period commencing on that January 1. Vepco will also provide to Old Dominion, upon request, such estimates for future years as Vepco shall have prepared for its own use. The estimate shall not be binding on Vepco but shall be provided solely to assist Old Dominion in planning for its capital requirements.
(b) Not later than the twentieth day of each month, Vepco will submit an invoice to Old Dominion for its share (as provided in Section 3.02(c) below) of the next month's estimated expenditures for New Investment. Such invoice will be furnished in substantially the form of Exhibit L hereto and will be signed by a corporate officer of Vepco.
Old Dominion shall pay such invoice by the fifteenth day of the month covered by such estimated expenditures. In the event that Old Dominion shall fail to pay any monthly invoice payable under this Section 3.02(b) by such fifteenth day, Old Dominion agrees to pay Vepco the Special Interest Rate on the unpaid invoice amount. When the actual expenditures for New Investment for that month have been determined by Vepco and recorded on its books of account, an adjustment shall be made by Vepco to reflect a credit or additional charge to Old Dominion and such credit or additional charge shall appear, with interest at the Regular Interest Rate payable to the 4
appropriate Party, on the monthly invoice next delivered after determination of the actual expenditures.
(c) The invoice delivered pursuant to Section 3.02(b) shall provide, in addition to the estimate of expenditures for New Investment during the next month, the then current estimates of the New Investment for each of the remaining months in that calendar year (unless there is no change), which estimates may be different from the monthly
- estimate originally furnished on or before January 1 pursuant to Section 3.02(a). The delivery of such estimates (which estimate shall not be binding upon Vepco but shall be provided solely to assist Old Dominion in planning for its capital i
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requirements) of New Investment for the remaining months of the calendar year shall cons *~ lte notice by Vepco to Old Dominion of any change in Vepco's ..wimate. Vepco agrees, however, to use its best efforts to give Old Dominion as much advance notice of New Investment estimate changes as is practicable, particularly in the case of changes which may substantially increase the amount Old Dominion must pay for its share of New Investment in r future month.
(d) Old Dominion's share of New Investment to be paid to Vepco each month shall be a percentage of New Invest-ment for such month equal to:
(i) 12.5% for New Investment in North Anna Units 1 and 2, the Common Facilities and the Operating Inventory; and (ii) such percentages of all New Investment in the
. Support Fauilities and in the Major Spare Parts as are determined in accordance with Exhibits B and C, respectively; except when such specified, percentages shall be modified in accordance with the provisions of Sections 15.03, 16.01 or 16.02 hereof.
(e) Any monies paid to Vepco by Old Dominion shall be applied, first, to any interest due to Vepco under the Basic Agreements, second, to Old Dominion's share of operating and maintenance expenses of the Facilities, third, to New Investment, fourth, to the payment of taxes then due pursuant j i I
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I to Section 3.04 hereof, and fifth, to payments for supplemental power under the Interconnection and Operating Agreement.
3.03 Payments for Retirements and Decommissioning Costs; Option to Purchase or Lease the Facilities.
(a) Vepco shall have the authority to determine when units of property shall no longer be used or useful in the operations of the Facilities in which they were installed and when they shall be retired from service, with or without replacement. Cost of retirements and salvage credits from sales or other uses, if any, shall be shared by the Parties in proportion to their .sspective ownership interests.
, (b) Vepco shall retain such powers hereunder as shall be necessary for the disposition of all tangible and intangible property (excluding the land constituting a part of that Facility) and shall dispose of such property as promptly as practicable. Upon such disposition, Vepco shall distribute the proceeds thereof, if any, to Old Dominion in accordance with its Percentage Ownership Interest hereunder.
(c) At the times when any Unit or any portion of the real estate constituting the Facilities is to be retired, Vepco will furnish written notice of such retirement to Old Dominion. Vepco shall have the option, which may be exercised by written notice to Old Dominion given within one year after
1 retirement of that portion of the Facilities, (i; to lease from Old Dominion, Old Dominion's Percentage Ownership Interest in the land associated with that portion of Facilities which is
, the subject of the notice, for a period of up to 99 years at a rental sufficient to provide Old Dominion with an annual rate of return upon its Original Cost for the land equal to the rate of return earned at the time for similar land in the vicinity with app.;priate adjustment for changes in such return during the term of the lease or (ii) to purchase such interest from Old Dominion at fair market value.
(d) Upon the issuance of a lawful and enforceable order terminating the operation of any portion of the 9
Facilities, from the Government of the United States or from the State or any of the departments, agencies, officials or courts thereof having jurisdiction, or upon a determination by Vepco after consultation with Old Dominion, that the whole or any portion of the Facilities has reached the end of its usefulness for the generation of electric energy and should be retired, the Parties, subject to the next following sentence, shall bear all costs incurred for decommissioning in proportion to their respective ownership interests, as they may change from time to time and as determined separately for each calendar year during such ownership periods, for whatever t
period of time is necessary, whether pursuant to regulatory l
requirements or otherwise, to complete the decommissioning process so that no further expenditure of funds is required.
For purposes of this Section 3.03(d), Old Dominion's ownership interest, as determined each year as set forth above, shall be' f multiplied by the following ratio: (a) the total months from closing to retirement of the Unit (b) divided by the total months of commercial operation of the Unit. Old Dos.aion shall at all times maintain reserves sufficient to meet its l
l obligation to ultimately pay its share of such decommissioning costs in the same manner as Vepco shall maintain such reserves in accordance with the accounting treatment prescribed by the Virginia Commission. Decommissioning costs shall include, but not be limited to, any costs which must be provided for in advance of decommissioning, and any additional costs which are incurred during or after decommissioning, including monitoring of the site, whether such costs shall result from regulatory requirements or otherwise. But should Vepco elect (i) to purchase or lease that portion of the land owned by Old Dominion pursuant to Section 3.03(c) hereof and (ii) put the j land to any use which increases the costs of decommissioning beyond what they would have been if the land were not put to such use, then Old Dominion shall not be responsible for any portion of such additional costs.
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I (e) After the decision to decommission has been made, Vepco shall proceed with the decommissioning unless the Parties agree to enter into a separate agreement to decommis-sion the Facilities. Any such agreement shall contain no provision which is inconsistent with any term of this Agreement.
3.04 Payment of Tax Liability. The Initial Purchase F. ice provided in Section 3.01 includes certain taxes, subject to adjustment, as shown in Exhibit M. Certain taxes known to be incurred by Vepco as a result of the sale of North Anna Unit 1 (including Common Facilities, Support Facilities and Major Spare Parts) and North Anna Unit 2 shall be paid over the useful remaining tax life, determined as of the Closing, of each Unit pursuant to the promissory note and the schedule set forth in Exhibit N and Exhibit O, respectively.
3.05 Cancellation Costs. Cancellation costs associated with North Anna Unit 4 and Surry Units 3 and 4 allocable to Old Dominion's Percentage Ownership Interest in the Facilities shall be paid in accordance with Exhibit N, based upon the methodology and the periods heretofore determined by FERC. Cancellation costs associated with North Anna Unit 3 allocable to Old Dominion's Percentage Ownership Interest in the Facilities shall be paid in accordance with i
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Exhibit N'and based on the ratemaking methodology and period authorized by FERC.
3.06 Payment'for Other Costs. The Parties agree to pay those costs relating to their respective ownership
- interests that are not otherwise provided for herein if such costs are incurred in the planning, design, engineering, con-struction, procurement, making of New Investment, modification, ownership (including payment of any ad valore; taxes),
retirement or decommissioning of the Facilities.
3.07 Methods of Payment. All payments required to be made by either Party under this Agreement in excess of $10,000 l shall be paid on or before the payment date in immediately available funds by delivery (before 11:00 a.m., Richmond time) 1 of either a Federal Reserve check or evidence of bank wire to the other Party's account, at a bank designated by such Party.
If any such payment is to be made by bank wire, the Party entitled to the payment shall advise the other Party of the appropriate bank and account number at least one business day
- before the payment is due. All other payments required to be mada under this Agreement may be made by check deposited in the l United States Mail, first-class postage prepaid, and addressed to Treasurer, Virginia Electric and Power Company, P. O. Box 26666, Richmond, Virginia 23261, if payable to Vepco, and i
L _ . _ - _ _ _ _ - _ _ - . . _ . _ _ . . ~ . _ _ ~ - - - _ - _ .-...._----_ _ _ _ --_--
addressed to Executive Vice President, Old Dominion Electric Cooperative, 5601 Chamberlayne Road, Richmond, Virginia 23227, if payable to Old Dominion unless a.different addressee or address shall have been designated by either Party by notice in writing to the other Party.
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ARTICLE IV Representations and Warranties 4.01 Representations and Warranties of Vepco. Vepco represents and warrants as follows:
(a) Vepco is a corporation duly incorporated and validly existing, in good standing, under the laws of Virginia, is duly qualified and authorized to do business and is in good standing in each jurisdiction where th^ character of its properties or the nature of its actions makes such qualification necessary, and has the corporate power to carry on its business as now being conducted and possesses all Federal and State authority and local franchises necessary for the maintenance and operation of its properties and business with such minor exceptions as will not materially interfere with the ownership and operation of the Facilities.
(b) Consummation of the transactions hereby contemplated and performance of the Basic Agreements by Vepco will not result in violation of any laws, ordinances, or governmental rules to which it is subject. Vepco either has obtained, or at the Closing Date shall have obtained, all necessary governmental approvals and consents in connection with the consummation by Vepco of the transactions hereby contemplated and the performance by it of the Basic Agreements.
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l (c) The consummation of the transactions hereby contemplated and the performance by Vepco of the Basic Agreements will not result in the breach of, or constitute a default under, the Articles of Incorporation or By-Laws of Vepco or any indenture (including the Indenture of Mortgage),
mortgage, deed of trust, bank loan or credit agreement, or other agreement or instrument to which Vepco is a party or by which Vepco or its prenerties may be bound or atfacted, or result in the creation of any lien, charge, security interest I
or encumbrance upon any pr'operty of Vepco, and Vepco is not in default under any term of any such agreement or instrument.
d (d) Vepco is neither a registered holding company" nor a " subsidiary company" of a registered holding company within the meaning of the Public Utility Holding Company Act of 1935; and Vepco is not, and is not directly or indirectly controlled by, or acting on behalf of any person which is, an " investment company", within the meaning of the Investment Company Act of 1940, as amended.
(e) Vepco has, or at the Closing will have, power to convey, by special warranty deed, title to Old Dominion's Percentage Ownership Interest in the real estate and fixtures constituting the Facilities, free and clear of all liens, except for such exceptions as may exist in the titles acquired by Vepco and Permitted Encumbrances.
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(f) On the date hereof there exists, as to Vepco, no Event of Default or event or condition which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
4.02 Representations and Warranties of Old Dominion.
Old Dominion represents and warrants as follows:
(a) Old Dominion is a generation and transmission cooperative duly incorporated a l validly existing, in good standing, under the laws of Virginia, is duly qualified and authorized to do business and is in good standing in each jurisdiction "her' the character of its properties or the nature of its actions makes such qualification necessary, and has the corporate power to carry on its business as now being conducted and possesses all Federal and State authority and local franchises necessary for the maintenance and operation of its properties and business with such minor exceptions as will not materially interfere with the ownership and operation of v.
the Facilities.
(b) Consummation of the transactions hereby contemplated and performance of the Basic Agreements by Old Dominion will not result in violation of any laws, ordinances, or governmental rules to which it is subject. Old Dominion either has obtained, or at the Closing Date shall have l
c obtained, all necessary governmental approvals and consents ,
l (including the approval of REA) in connection with the l consummation by Old Dominion of the transactions hereby contemplated and the performance by it of the Basic Agreements.
(c) The consummation of the transactions hereby i
i contemplated and the performance by.Old Dominion of the Basic Agreements will not result in the breach of, or constitute a default under, the Articles of Incorporation or By-Laws of Old Dominion or any indenture, mortgage, deed of trust, bank loan or credit agreement, or other agreement or instrument to which Old Dominion is a party or by which Old Dominion or its properties may be bound or affected, or result in the creation of any lien, charge, security interest or encumbrance upon any property of Old Dominion (other than any lien, charge, security interest or encumbrance created by Old Dominion as a result of its purchase of Old Dominion's Percentage Ownership Interest at the Closing and other than Permitted Encumbrances), and Old l
l Dominion is not in default under any term of any such agreement or instrument.
(d) On the date hereof there exists, as to Old Dominion, no Event of Default or event or condition which, with the giving of notice or the lapse of time or both, would i constitute an Event of Default.
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(e) Each of the Old Dominion Members has entered into and will be bound by the Wholesale Power Contracts on the Closing Date.
4.03 Survival. ,All representations and warranties made by the Parties in or under the Basic Agreements (and all representations and warranties contained in any certificate or other instrument delivered by any of the Parties pursuant to the Basic Agreements) sh>'.1 survive the execution and delivery of the Basic Agreements and any action taken or documents delivered pursuant thereto.
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ARTICLE V The Closing and Closing Date 5.01 Time and Place. The Closing shall be held commencing at 10:00 a.m., Richmond, Virginia time, on such date on or before June 30, 1983 as the Parties shall agree, at One James River Plaza, Richmond, Virginia or, if required by REA, at such place as shall be designated by REA, provided that, pursuant to Article VI hereof, all conditions precedent to
' Closing have occurred, unless waived by the Party benefitted thereby. Old Dominion hereby agrees to close promptly uran obtaining the financing that it has covenanted to obtain in accordance with Section 9.03 hereof. Since time is of the essence, the Closing shall not be later than June 30, 1983.
5.02 Termination of Liability. If the conditions specified in Article VI hereof shall not have been satisfied on or before June 30, 1983 all liability of the Parties under this Agreement shall terminate other than each Party's liabilities for its own expenses.
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ARTICLE VI Conditions to Closing 6.01 Conditions Precedent to Vepco's Obligations. All obligations of Vepco to Old Dominion are subject to the fulfillment, on or prior to the Closing, of each of the following conditions:
1 (a) All instruments relating to the sale and !
purchase of Old De-inion's Percentage Ownership Interest, including a promissory note substantially in the form of Exhibit O, and all proceedings taken on or prior to the Closing in connection with the performance of the Basic Agreements shall be satisfactory to Vepco and Vepco shall have receive'd J
copies of all such documents or other evidence as it may reasonably request in order to establish the rightful consummation of such transactions and the taking of all necessary action in connection therewith, in form (as to certification and otherwise) and substance satisfactory to Vepco.
(b) All representations and warranties of Old Dominion in or under the Basic Agreements (and all representations and warranties contained in any certificate or i other instrument delivered by Old Dominion pursuant to the Basic Agreements) shall be true with the same effect as though ;
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such representations and warranties had been made on and as of such date (except as affected by transactions contemplated by the Basic Agreemdnts) and Old Dominion shall have performed all agreements on its part required by the Basic Agreements to be performed on or pricr to such date; and Vepco shall receive a l
certificate, dated such date, of the President and a principal financial or accounting officer of Old Dominion or, if none, by a nationally recognized independent accounting firm, to such I
effect.
(c) Vepco shall have obtained all necessary releases and other required documents from the trustee under the Indenture of Mortgage permitting the conveyances pursuant to Article II hereof, accompanied by an opinion of counsel of the trustee substantially to the effect that such trustee has the corporate power and authority to execute and deliver such releases and other documents and that such releases and other documents have been duly executed and delivered and constitute .
the legal, valid and binding obligations of such trustee enforceable against it in accordance with their terms.
(d) The following governmental and regulatory approvals required to be obtained prior to the Closing by Vepco and Old Dominion shall have been obtained and shall not have been modified (unless any such modification shall have been
4 accepted in writing by the Parties) or rescinded, are in full force and effect and all appeal periods shall have expired, such approvals to be evidenced by the delivery to Vepco and old Dominion of certification of the governmental approvals referred to in this Article:
The Virginia Commission The West Virginia Commission REA I NRC and such approvals shall not contain any conditions unaccep-table to Vepco. In addition, Vepco and Old Dominion shall have
( received any and all other accounting, legal, corporate and i
i regulatory approvals or opinions deemed necessary by either Party. As to all regulatory approvals required for the construction, operation or maintenance of the Facilities or the Nuclear Fuel, Vepco and Old Dominion agree that each shall promptly and with all due diligence, acting jointly or
- individually as may be appropriate, take all necessary actions and endeavor to obtain all regulatory approvals, licenses, orders, and permits as are necessary.
(e) Vepco shall have received a written ruling from the Internal Revenue Service or an opinion of its counsel, satisfactory in form and content to Vepco, to the effect that
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I for Federal income tax purposes (a) the arrangement created by the Basic Agreements will be treated as a partnership and not as an association taxable as a corporation and that Vepco and Old Dominion may elect to exclude such arrangement from the application of Subchapter K of the Internal Revenue Code of 1954, as amended and (b) as a result of the Basic Agreements Vepco will not be denied the right to any investment tax credits, liberalized depreciation or other available ta.,
benefits with respect to its ownership interest.
(f) The Interconnection and Operating Agreement shall have been accepted for filing by the FERC.
(g) Old Dominion and each of the Old Dominion Members shall have executed and delivered to Vepco a release and covenant not to sue, substantially in the form of Exhibit P hereto, together with certified resolutions of the respective Boards of Directors authorizing such execution and delivery.
(h) Vepco shall have received a satisfactory certificate or certificates, each signed by appropriate officers of Old Dominion and dated as of the Closing Date, as to all questions of fact involved in the conditions set forth in this Section 6.01.
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l (i) The Wholesale Power Contracts shall be in full force and effect. ,
(j) l Vepco shall have received opinions of Litten, Sipe & Miller and Heron, Burchette & Ruckert, counsel for Old Dominion, dated the Closing Date, substantially in the forms of Exhibits Q and R hereto.
(k) Vepco shall have received a certified copy of reso'*.tions duly adopted by the Board of Directors of Old Dominion ratifying or approving all of the transactions
) contemplated by the Basic Agreements.
(1) Old Dominion shall have made available in immediately available funds the Initial Purchase Price required to be paid at the Closing, as required by Section 3.01.
(m) All actions required to be taken by REA to permit the consummation of this Agreement shall have been taken and Vepco shall have received evidence, satisfactory to it, that a loan agreement between old Dominion and the REA or other lender (s) satisfactory to Vepco has been duly executed and is a legal, valid and binding obligation of Old Dominion, the REA or other lender (s) sufficient to finance Old Dominion's Percentage Ownership Interest at the time of closing, in the Facilities.
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, 6.02 Conditions Precedent to Old Dominion's Obligations. All obligations of Old Dominion to Vepco are subject to fulfillment, on or prior to the Closing, of each of the following conditions:
- (a) All instruments relating to the sale and l purchase of Old Dominion's Percentage Ownership Interest and all proceedings taken on or prior to the Closing in connection with the performance of the Basic Agreements sha.'.i be satisfactory to Old Dominion and Old Dominion shall have received copies of all such documents or other evidence as they i may reasonably request in order to establish the rightful consummation of such transactions and the taking of all l necessary action in connection therewith, in form (as to l
certification and otherwise) and substance satisfactory to Old
- Dominion.
(b) All representations and warranties by Vepco in or under the Basic Agreements (and all representations and warranties contained in any certificate or other instrument delivered by Vepco pursuant to the Basic Agreements) shall be l
true with the same effect as though such representations and warranties have been made on and as of such date (except as affected by transactions contemplated by the Basic Agreements),
and Vepco shall have performed all agreements on its part l
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required by the Basic Agreements to be performed on or prior to such date; and Old Dominion shall receive a certificate, dated such'date, of the Chairman of the Board, President or Vice President and a principal financial or accounting officer of Vepco to such effect.
(c) Vepco shall have obtained all necessary releases and other required documents from the trustee under the' Indenture of Mortgage permitting the conveyance pursuant to Article II hereof, accompanied by an opinion of counsel for the trustee substantially to the effect that such trustee has the corporate power and authority to execute and deliver such releases and other documents and that such releases and other documents have been duly executed and delivered and constitute the legal, valid and binding obligations of such trustee enforceable against it in accordance with their terms.
(d) The following governmental and regulatory approvals required to be obtained prior to the Closing by Vepco and Old Dominion shall have been obtained and shall not have l been modified (unless any such modification shall have been accepted in writing by the Parties) or rescinded, are in full force and effect and all appeal periods shall have expired, such approvals to be evidenced by the delivery to Vepco and Old Dominion of certification of the governmental approvals referred to in this Article:
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The Virginia Commission The West Virginia Commission REA NRC ,
and such approvals shall not contain any conditions unaccep-table to Old Dominion, subject to the provisions of Section 9.03 hereof. In addition, Vepco and Old Dominion shall have received any and all other accounting, let:1, corporate and regulatory approvals or opinions deemed necessary by either Party. 'As to all regulatory approvals required for the construction, operation or maintenance of the Facilities or the.
Nuclear Fuel, 'lepco and Old Dominion agree that each shall promptly and with all due diligence, acting jointly or individually as may be appropriate, take all necessary actions 1 and endeavor to obtain all regulatory approvals, licenses, orders, and permits as are necessary.
(e) Old Dominion shall have received a written opinion of its counsel, satisfactory in form and content to Old Dominion, to the effect that for Federal income tax purposes (a) the arrangement created by the Basic Agreements will be treated as a partnership and not as an association taxable as a corporation and that Old Dominion and Vepco may elect to exclude such arrangement from the application of Subchapter K i
of the Internal Revenue Code of 1954, as amended and (b) as a result of the Basic Agreements (provided Old Dominion otherwise qualifies for such tax benefits) Old Dominion will not be denied the right to any investment tax credits, liberalized depreciation or other available tax benefits with respect to its ownership interest.
(f) The Interconnection and Operating Agreement shall have been accepted for filing by the FERC.
(g) Vepco shall have executed and delivered to Old Dominion and each of the Old Dominion Members a release and covenant not to sue, substantially in the form of Exhibit S hereto.
(h) Old Dominion shall have received a satisfactory certificate or :ertificates, each signed by appropriate officers of Vepco and dated the Closing Date, as to all questions of fact involved in the conditions set forth in this Section 6.02.
(i) The Wholesale Power Contracts shall be in full force and effect.
(j) Old Dominion shall have received an opinion l of Hunton & Williams, Richmond, Virginia, counsel for Vepco, dated the Closing Date, substantially in the form of Exhibit T hereto.
(k) Old Dominion shall have received a certified copy of resolutions duly adopted by the Board of Directors of Vepco ratifying or approving all of the transactions contem-plated by the Basic Agreements.
(1) Old Dominion shall have received such insurance binders and other evidence of insurance as it may have reasonably requested at least 15 days prior to the Closing.
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ARTICLE VII Nuclear Fuel 7.01 Sale and Purchase of Nuclear Fuel. The sale by Vepco and the purchase by Old Dominion of Nuclear Fuel is provided for in the Nuclear Fuel Agreement and not by this Agreement, except to the extent that (a) provisions of this Agreement specifically refer to Nuclear Fuel or the Nuclear Fuel Agreement or (b) provisions of this Agreement are incorporated by reference in the Nuclear Fuel Agreement.
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ARTICLE VIII Management of the Facilities; Liability and Allocation of Risk; and~
Contracts for the Facilities.
8.01 Vepco as Agent of Old Dominion.
(a) Old Dominion hereby appoints Vepco (such appointment shall be irrevocable, for the term of this Agreement, and coupled with an interest) its sole agent subject, however, to Old Dom'aion's right of reasonable inspection through authorized representatives, to act on its behalf for the planning, design, engineering, construction, '
procurement, making of New Investment, modification, operation, maintenance, retirement and decommissioning of the Facilities and authorizes Vepco in the name of and on behalf of Old Dominion to take all reasonable actions which, in the discretion and judgment of Vepco, are deemed necessary or advisable to effect the planning, design, engineering, construction, procurement, making of New Investment, modification, operation, maintenance, retirement and decommissioning of the Facilities, including, without limitation, the following:
(i) The making of such agreements and modifications of existing agreements and the taking of such other action as Vepco deems necessary or i
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appropriate, in its sole discretion, or as may be required under the regulations or directives of such governmental bodies and re<,ulatory agencies having jurisdiction, with respect to the construction, acquisition and completion of the Facilities for commercial service, the procurement, replacement, modification or renewal of all or any part thereof, and if necessary, the retirement, disposal, decommissioning or salvaging of any part thereof, whether before or after completion; (ii) The execution and filing with such governmental bodies and regulatory agencies having jurisdiction of applications, amendments, reports and other documents and filings for or in connection with licensing and other regulatory matters with respect to Facilities; and (iii) The receipt on Old Dominion's behalf of any notice or other ccmmunication from any governmental body or regulatory agency having jurisdiction, as to any licensing or other regulatory matter with respect to Facilities.
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(iv) Subject to Section 9.05(f), the right to bring suit on behalf of Old Dominion or Old Dominion and Vepco jointly for any cause of action arising out of or in connection with rights or obligations under the Basic Agreements.
(b) As relates to all third parties, this agency designation shall be binding on Old Dominion, and such appointment shall be de.emed in effect by each third party until termination of this Agreement pursuant to the terms hereof and such third party receives written notification from Vepco of any termination thereof.
(c) Vepco accepts such appointment. In discharging all of its duties and responsibilities hereunder, j Vepco will act in good faith and in accordance with Prudent Utility Practices.
(d) Old Dominion agrees that it will take all i necessary action in a prompt manner to execute any agreements with respect to the Facilities as and when requested by Vepco.
(e) Old Dominion expressly agrees that Vepco does not, by this Agreement, assume any risks or liabilities with respect to Old Dominion's Percentage Ownership Interest and that the amounts paid and payable to Vepco under the Basic Agreements are determined on the basis that Vepco does not l
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assume any such risks or liabilities, except as otherwise expressly provided by the Basic Agreements.
8.02 Contract Assignment and Transfer Limitations.
Old Dominion recognizes that a number of Vepco's contracts relating to the Facilities contain provisions that require Vepco to obtain from any assignee or transferee, prior to any assignment of any rights under such a contract or any transfer of materials, equipment or work product, or any interest therein, obtained by Vepco pursuant to such a contract, an agreement by such assignee or transferee that it will be bound by all of the requirements for financial protection, waivers, I
releases, indemnification, limitation of liability and further transfers that bind Vepco under such contract; and therefore Old Dominion hereby agrees that it will be bound by the requirements for financial protection, waivers, releases, indemnification, limitation of liability and further transfers that bind Vepco as they now exist or may in the future be with respect to all contracts relating to the Facilities.
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! 8.03 - No Adverse Distinction. Notwithstanding any other provisions of this Agreement, in discharging its duties and responsibilities pursuant to this Agreement, Vepco shall l
not, solely because of the Old Dominion's Percentage Ownership l
Interest in the Facilities, make any adverse distinction 1
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between any of the Facilities and any other generating unit or facilities in which Vepco has an ownership interest.
8.04 Liabilities of the Parties. In no event shall either Party be liable to the other Party for any indirect, special, incidental or consequential damages with respect to any claim arising out of the Basic Agreements whether based on contract, tort (including negligence), patent, trademark or service mark or otherwise. Old Dominion shall indemnify and hold Vepco harmless from and against any claim by or liability of the Old Dominion Members or member-consumers (other than Vepco) of Old Dominion Members for any such indirect, special, incidental or consequential loss or damage arising out of any performance or failure to perform under the Basic Agreements.
Vepco shall indemnify and hold Old Dominion harmless from and against any claim of or liability of Vepco's customers (other than Old Dominion) for any such indirect, special, incidental or consequential loss or damage arising out of any performance or failure to perform under the Basic Agreements.
Neither Party shall be entitled to recover from the other Party, its agents, employees or insurers any damages resulting from error or delay in the design, engineering, procurement, installation, construction, operation, modification or decommissioning of the Facilities, or for any
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damage thereto, any curtailment of power or any damages of any kind, including consequential damages, occurring during the 1
course of design, engineering, procurement, installation, !
4 construction, operation, maintenance, shut-down, demolition, decommissioning or disposal of the Facilities, or otherwise arising out of the performance of the Basic Agreements unless such damages (other than consequential damages, which shall not be recoverable in any event) shall have resulted from gross negligence of a Party, its agents or employees; but all such damages (other than consequential damages, which shall not be recoverable in any event) other than those resulting from gross negligence of a Party, shall be shared pro rata on the basis of the ownership in the Eacilities and the nuclear fuel. In no event shall Vepco ever be liabla to Old Dominion for damages or otherwise for the failure of any machinery or equipment in the l
Facilities and/or related facilities, or any portion thereof, or for any interruption, curtailment.or diminution of the .
production of power and energy, or of service at or transmission from said Facilities resulting from such failure of equipment.
The liability of Vepco and Old Dominion to third parties, whether arising in contract, tort (including negligence and strict liability) or otherwise, including but
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not limited to liability arising out of any contract or the breach thereof, for loss of or damage to property and for personal injury, including death, including liabilities for claims, rights, demands and causes of action existing as of the Closing Date (whether known or unknown), arising out of or in any matter connected with the procurement, construction, operation, maintenance, modification, or decommissioning of the Facilitics shall be shared, satisfied, and discharged in proportion to the Parties respective ownership interest in the affected Facilities; provided, however, that in no event shall either Party be liable to the other for any liability to third parties to the extent that such liability arises out of or is in any manner connected with the gross negligence of the other party. Each Party hereby undertakes to indemnify the other from and against liability to third parties to the extent of its respective obligation as set forth in the preceding sentence, regardless of whether that Party is made a party to any claim, demand, suit or other proceeding giving rise to such liability.
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ARTICLE IX General Covenants
! 9.01 Covenant to Use Best Efforts. Vepco and Old Dominion covenant to use their best efforts (a) to insure that all closing conditions set forth in Article VI hereof are satisfied before or at the Closing and (b) to insure that all obligations required to be performed by them under the Basic Agreements will be performed in a timely manner.
9.02 Covenants to Provide Information. Each of the Parties will, from time to time, provide such information as the other Party may reasonably require in connection with the issuance or sale of any bonds or securities or evidences of indebtedness, whether public or private. Each Party further agrees that it will make available to the other Party, upon request, then-current architectural and construction engineering reports, if any, setting forth the design of the Facilities, the status of any required licenses and permits, estimates of construction costs and construction schedules and reports on the operation of the Facilities.
9.03 Old Dominion's Covenant to Obtain Financing. Old Dominion has applied to REA for guarantees of loans adequate for the permanent financing of Old Dominion's Percentage Ownership Interest in the Facilities. Old Dominion agrees to
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pursue such application diligently and to use its best efforts to obtain this or other adequate permanent financing and to close by June 30, 1983. Upon granting of the REA loan guarantee commitment, Old Dominion covenants and agrees to accept such loan guarantee commitment and to take all steps within its power to issue bonds or other securities or other i
evidences of indebtedness, or otherwise to obtain sufficient fe:.ds in a timely manner, in order to provide the amounts due from and payable by Old Dominion at the Closing under the terms of the Basic Agreements. Old Dominion further covenants and e agrees that at all times it will use its best effort to obtain sufficient funds in a timely manner, on terms satisfactory to Old Dominion in its reasonable and good faith judgment, to fulfill its obligations under the Basic Agreements. Old l
Dominion further covenants and agrees that it shall take no action that would prevent, hinder or delay the issuance of any bonds or other securities or evidence of indebtedness, and that it will make all payments and perform all obligations required of it under the indentures or other instruments relating to such bonds or securities or evidences of indebtedness. Old
( Dominion further covenants and agrees that it shall not incur, create, assume or permit to exist any Superior Lien for borrowed money upon any of the Facilities unless each creditor i
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secured by such Superior Lien has theretofore agreed in a writing addressed to Vepco that (a) any interest acquired by Vepco in the Facilities, pursuant to either Section 15.03 or 16.01 as a result of a Section 15.03 Event of Default, shall be released by such creditor from, and shall be free and clear of, such Superior Lien upon (i) payment of the purchase price to Old Dominion as provided in Section 15.03(a), in the case of a purchase, or (ii) notice to Old Dominion as prc/ided in Section 16.01, in the case of an automatic adjustment of Old Dominion's Percentage Ownership Interest, and (b) (1) to the extent that indebtedness secured by such Superior Lien is assumed or paid by Vepco and such indebtedness exceeds the purchase price (without deduction in calculating the purchase price for such indebtedness so assumed or paid) stated in Section 15.03fa), in the case of a purchase, or (ii) to the extent of such indebtedness so assumed or paid by Vepco in the case of an automatic adjustment pursuant to Section 16.01, then, in either case, Vepco shall be equally and ratably secured by such Superior Lien; provided that Vepco agrees, to the extent of the interest in the Facilities being acquired, to assume or pay the indebtedness secured by such Superior Lien at 100% of its principal amount, except when both (a) Vepco has acquired the interest in the Facilities pursuant to Section 16.01 and (b) the unpaid amount is owed for New Investment.
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9.04 Financial Statements and Other Documents.
(a) Vepce covenants and agrees that it will furnish to Old Dominion F*omptly after the same are available, copies of all such proxy statements, financial statements and reports as Vepco shall send to the holders of its Common Stock and copies of all regular and periodic reports that Vepco may file with the SEC.
(b) Old Dominion covenants and agrees to furnish Vepco promptly after the same are available, copies.of all annual and periodic financial reports that Old Dominion may file with the Virginia Commission, REA or EERC or shall send to '
the Old Dominion Members, including proxy statements or the equivalent thereof. In addition, Old Dominion shall furnish Vopeo promptly with copies of'all draft agreements and executed agreements relating to the arrangements referred to in Section 9.03.
9.05 other Covenants.
(a) Each Party covenants and agrees that if any event shall occur or condition shall exist which constitutes, or which after notice, lapse of time, or both, would constitute, an Event of Default hereunder, it shall immediately i
(and thereafter on a prompt, continuing basis) notify the other i Party thereof, specifying the nature of the Event of Default and any action taken or proposed to be taken with respect thereto.
9 (b) Old Dominion covenants and agrees that at the Closing it will notify Vepco in writing of the names and addresses of each trustee under any instrua.ents of indebtedness and it further covenants and agrees that at all times while this Agreement remains in effect, it will promptly notify Vepco in writing of the names and addresses ( C all substitute or I
additional trustees. .
(c) Old Dominion covenants that so long as any of the Basic Agreements remain in effect, it wiki not dissolve.
Old Dominion further covenants that it will not consolidate or merge with or acquire any other entity or dispose of any material portion of its assets unless it has provided Vepco with a certificate to the effect that, (1) as a result of such consolidation, merger, acquisition or disposition, the successor formed by or resulting from such consolidation or merger or the transferee to which such sale or other disposition shall have been made shall be a solvent corporation organized under the laws of the United States of America or a state thereof, (ii) such successor or transferee corporation l shall expressly assume in writing all of the obligations of Old Dominion under the Basic Agreements to the same extent as if l
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such successor or transferee corporation had originally executed the Basic Agreements in the place of Old Dominion, (iii) immediately after such consolidation, merger, sale, transfer or other disposition, such successor or transferee shall have a credit worthiness and financial capability to perform its obligations under the Basic Agreements substantially equal to the credit worthiness or financial capability of Old Dominion and (iv) there shall be no Event of Default or event which, with the giving of notice or the lapse of time or both, could become an Event of Default under the Basic Agreements. s (d) Subject to Vepco's rights under Sections 3.03, 8.01 and 13.01(b), Vepco covenants to use its best efforts to maintain in effect, and to renew when necessary, all NRO permits and licenses required for the construction and ownership of the Facilities.
(e) Vepco covenants to permit officers, directors, employees and proper agents of Old Dominion to have access to and to inspect the Facilities at reasonable times, or on a recurring basis, provided (i) Old Dominion shall use its best efforts to give Vepco advance notice of any visit to the Facilities and to coordinate with Vepco to minimize or avoid any interference with Vepco's activity at the Facilities, (ii) 57-
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Vepco may require that any such visit be escorted by Vepco personnel and (iii) such visits shall be made in accordance with all Vepco, NRC and other governmental agency regulations, procedures and requirements.
(f) Old Dominien covenants that, without the written consent of Vepco, it will not threaten suit or bring ,
suit against third parties or otherwise make any claim under any contract or arrangement relat-ing to the Facilities and Old Dominion recognizes that Vepco has complete and exclusive authority, under the Basic Agreements, with respect to all such matters. If Old Dominion desires for suit to be threatened or brought or otherwise for any claim to be made, or desires that such action contemplated by Vepco shall not be taken, Old Dominion shall, by written notice to Vepco request Vepco so to act or refrain from acting. Upon receipt of such notice the parties shall arrange for consultation on the questions raised within 10 working days thereafter, and Vepco shall not make its determination until after such consultation but such determination by Vepco shall be final. Vepco shall not threaten or bring suit on behalf of Old Dominion without giving Old Dominion 10 working days advance written notice thereof, unless the circumstances dictate that Vepco must take such action within less than such 10 days' notice to Old Dominion.
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l ARTICLE X Waiver of Partition 10.01 Waiver by Old Dominion. As permitted by Section 56-90.1 of the Code of Virginia, Old Dominion, on its own i
behalf and on behalf of its successors and assigns, hereby I waives any right, whether pursuant to statute or common law, to partition the Facilities, or any portion thereof, and such waiver shall continue in effect until the earlier of (a) the termination of this Agreement pursuant to Section 17.01 plus the one-year Vepco option provided for in Section 3.03 or (b)
December 31, 2081. Old Dominion agrees not to commence during such period any action of any kind seeking any form of partition with respect thereto. Old Dominion agrees to incorporate this waiver in all deeds, deeds of trust, and instruments of conveyance relating to the Facilities, whether delivered at the Closing or thereafter.
10.02 Waiver by Veoco. As petmitted by Section 56-90.1 of the Code of Virginia, Vepco, on its own behalf and on behalf of its successors and assigns, waives any right, whether pursuant to statute or common law, to partition the Facilities, or any portion thereof, and such waiver shall continue in effect until the earlier of (a) the termination of this Agreement pursuant to Section 17.01 or (b) December 31,
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2081; provided, however, that such waiver by Vepco shall be null dnd void during any period when there shall exist an event
.of default as defined in Section 7.01 of the Indenture of Mortgage.
ARTICLE XI Assignment 11.01 Old Dominion's Right to Assign. This Agreement and the other Basic Agreements shall be binding upon, and shall inure to the benefit of Old Dominion end Vepco, and their respective successors and assigns. Old Dominion shall have the right, subject to the last sentence of Section 9.03, to convey a security interest or interests in Old Dominion's Percentage Ownership Interest to the United States Government or any agency thereof or to the National Rural Utilities Cooperative Finance Corporation or to credit sources of the type traditionally and customarily used by rural electric cooperatives similarly situated, solely to secure loans, or bonds or other c/idences of indebtedness issued or to be issued by it, if (a) the proceeds from such loans, bonds or evidences of indebtedness are to be used first to meet Old Dominion's due and unpaid obligations under the Basic Agreements, other than obligations to pay for supplemental demand and energy under the Interconnection and Operating Agreement, and (b) immediately after the conveyance of any such security interest, the aggregate amount of all Liens then existing against all of Old Dominion's real and personal property, including the Facilities, shall not exceed 102 percent of the then aggregate
fair market value of all Old Dominion's real and personal property, including the Facilities, with such fair market value
. to be certified by an independent engineer satisfactory to the Parties. In addition, Old Dominion may request Vepco to consent to the assignment of Old Dominion's rights under this Agreement to other parties, solely for financing purposes, and Vepco agrees that it will not unreasonably withhold its consent, taking into consideration all aspects of the proposed assignment at that time, including but not limited to consideration of the last sentence of Section 9.03. Old Dominion shall notify Vepco in writing as soon as possible after learning that any Lien has been or will be imposed upon Old Dominion's Percentage Ownership Interest or has reason to believe that any such Lien is under discussion with a possible lender or other entity and shall furnish Vepco promptly with all draft copies and executed copies relating thereto. In addition, Old Dominion shall have the right to assign the obligations and benefits under the Basic Agreements to the REA, pursuant to law, for the benefit of'the Old Dominion Members.
No other succession to or assignment of any rights hereunder or under the other Basic Agreements or any rights in the Facilities shall take place without the prior written consent of Vepco, except for any assignment permitted by Section 11.02 hereof.
11.02 Vepco's Right to Assign. So long as it shall have obtained all necessary governmental approvals, Vepco shall be free to assign, transfer or convey any or all of its interest in the Facilities and in this Agreement and the other Basic Agreements at any time without the consent of Old Dominion but no such assignment, transfer or conveyance shall diminish Old Dominion's Percentage Ownership Interest or diminish any other rights of Old Dominion or the obligations of' Vepco hereunder provided, however, that Old Dominion may contest by appropriate proceedings the granting of any such governmental approvals.
ARTICLE XII Insurance i 12.01 General. During the term of this Agreement and in accordance with Prudent Utility Practices, Vepco will make reasonable efforts .o obtain and maintain in force, in the name of the Parties (naming Old Dominion as a named insured), as their interest may appear, insurance covering the Facilities as described in tnis Article XII.
12.02 Nuclear Procerty Insurance. Vepco shall, during the period of this Agreement, obtain and maintain in force all-risk nuclear property insurance, to include builder's risk, available from the American Nuclear Insurers (ANI) and Mutual Atomic Energy Reinsurance Pool (MAERP), Nuclear Mutual Limited (NML) or other equivalent coverage from some other equivalent insurer. The limit and the deductible of such insurance will be the appropriate amounts as determined by Vepco and available from the pools,and any deductible will be for the account of the Parties as their interest may appear.
12.03 Nuclear Liability Insurance. Vepco will carry insurance to cover the legal obligation to pay damages because of bodily injury or property damage caused by the nuclear energy hazard, the policy to be provided by ANI and Mutual Atomic Energy Liability Underwriters (MAELU) or equivalent
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l coverage from some other equivalent insurer. The limits will be in the amounts required by the Atomic Energy Act of 1954, as amended. Vepco will continue to carry such insurance against the foregoing risks with coverage and limits as may be required by the Nuclear Regulatory Commission.
12.04 General Liability Insurance. Vepco will carry insurance to cover the legal obligations to pay damages because of bodily injury or property damage caused by other thar the nuclear energy hazard. The limit and the deductible of such coverage shall be the appropriate amounts as determined by Vepco.
12.05 Workmen's Compensation Insurance. Vepco i
qualifies as a self insurer in the Commonwealth of Virginia but will provide an umbrella policy to cover benefits in excess of its assumed liability for workmen's compensation and employers liability. All contractors or subcontractors of either Party shall provide evidence of workmen's compensation and employers I
liability in accordance with the workmen's compensation laws of the Commonwealth of Virginia and the coverage under the Jones Act, if required, before any performance of work or service is begun.
12.06 Additional Insurance. In the event Vepco at any time or from time to time shall have elected to participate in supplemental insurance programs to cover costs from nuclear risk including decontamination or property damage and other costs arising therefrom or replacement fuel costs due to a prolonged outage (including but not limited to the insurance l
programs then offered by Nuclear Electric Insurance Limited (or any s.0.silar successor organization) in which Vepco is a participant), the costs of such protecticn shall be in proportion to the ratio of the ratable exposure represented by Old Dominion's Percentage Ownership Interest to the total t ratable exposure of the Facilities. In lieu of participating i
in any insurance coverage for liability or property damage which Vepco may provide for the Facilities, Old Dominion may secure separate coverage from other sources so long as such l
separate coverage (a) provides at least as much protection as would have been provided if Old Dominion had participated in Vepco's insurance coverage and (b) such separate coverage shall be of equal quality and reliability and shall have been recognized by Vepco, in writing, to be satisfactory to it.
12.07 Allocation and Payment of Premiums. The aggregate cost of all insurance, including supplemental coverage as set forth in Section 12.06 applicable to the 1
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Facilities and procured pursuant hereto, shall be considered a cost of construction or an operating expense as determined by Vepco, consistent with the Uniform System of Accounts. The allocation of premiums and any other additional insurance shall be in proportion to the ratio of the ratable exposure represented by Old Dominion's Percentage Ownership Interest to the total ratable exposure of the Facilities. In the event that any of the foregoing insurance policies is ca'1 celled by either Party, that Party shall give notice of such cancellation to the other Party 30 days prior to the effective date of such cancellation.
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ARTICLE XIII Destruction; Condemnation 13.01 Destruction.
(a) If the Facilities or any portion thereof should be damaged or destroyed to the extent that the cost of repairs or reconstruction is estimated by Vepco to be equal to or less than the aggregate amount of insurance coverage (including any deductible) carried pursuant to Article XII hereof, then, subject to Vepco's rights under Sections 3.03 and 8.01, Vepco shall, unless otherwise mutually agreed, cause such repairs or reconstruction to be mac'.e so that the Facilities or portions thereof shall be restored to substantially the same general condition, character or use as existed prior to such damage or destruction, and Vepco and Old Dominion shall share the cost not reimbursed by insurance in proportion to their j respective ownership interests.
I (b) If the Facilities or any portion thereof should be damaged or destroyed to the extent that the cost of repairs or reconstruction is estimated by Vepco to be more than the aggregate amount of insurance coverage (including any deductible), Vepco may cause such repairs or reconstruction to be accomplished, although Vepco shall have no obligation to make such repairs or reconstruction if it chooses not to do so.
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The Parties shall share such costs, if incurred, proportionately to their ownership interests.
(c) Should Vepco elect not to repair or reconstruct such Facilities and should Old Dominion (either alone or together with others) desire to make the necessary %
repairs or restoration, Old Dominion (either alone or together with others) may acquire Vepco's share of such Unit from Vepco upon mutually agreed upon terms and a mutuelly agreed upon price based on circumstances at the time of such destruction, provided Old Dominion shall have obtained all necessary governmental approvals for such acquisition. Vepco shall thereafter have no obligation to operate such Unit (unless Old Dominion alone will thereafter own more than 50% of such Unit and agrees to pay to Vepco a mutually agreeable operating fee).
13.02 Condemnation. During the term of this Agreement, if there shall occur a loss of title to, or ownership of, or use and possession of, the Facilities or any portion thereof, as the result of, or in lieu of, or in anticipation of, the exercise of the right of condemnation or eminent domain pursuant to any law, general or special, the affected Party will promptly give notice thereof to the other Party, generally describing the nature and extent of such proceedings or negotiations. Vepec and Old Dominion shall have e w-e
the right to participate fully in any such proceedings or negotiations and each Party shall bear its proportionate share of all reasonable costs, fees and expenses incurred in connection with any condemnation proceedings or negotiations.
If no Event of Default shall have occurred and be then continuing, all awards and payments received by Vepco or Old Dominion on account of any condemnation (less the actual cost, fees and expenses incurred in collection thereof) shall be paid to the Parties in proportion to their respective ownership interests. For purposes of this Agreement, all amounts paid pursuant to any agreement with any condemning authority which has been made in connection with any condemnation proceeding or negotiation shall be deemed to constitute an award on account of such condemnation.
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ARTICLE XIV Force Majeure 14.01 Force Majeure. In addition to all other limitations on liability contained in this Agreement, Vepco and Old Dominion shall not be liable or responsible for any delay in the performance of, or the ability to perform, any duties or obligations required by the Basic Agreements when such delay in performance or inability to perform ;esults from a Force Majeure occurrence, except that the obligation of either Party to pay money to the other Party in a timely manner is absolute and shall not be subject to the Force Majeure provisions.
Force Majeure as used herein shall mean, without limitation, the following: Ac'ts of God, strikes, lockouts or other industrial disturbances; acts of public enemies; orders, or absence of necessary orders and permits of any kind which have been properly applied for, from the Government of the United States or from any state or territory, or any of their departments, agencies or officials, or from any civil or l
military authority; extraordinary delay in transportation; inability to transport, store, reprocess or dispose of spent nuclear fuel; unforeseen soil conditions; equipment, material, supplies, labor or machinery shortages; epidemics; landslides; lightning; earthquakes; fire; hurricanes; tornadoes; storms; l
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' floods; washouts; drought; war; civil disturbances; explosions; breakage or accident to equipment, machinery, transmission
. lines, pipes or canals; partial or entire failure of utilities; breach of contract.tur any supplier, contractor, subcontractor, laborer or materialman; sabotage; injunction; blight; famine; blockade; quarantine; or any other similar cause or event not reasonably within the control of either Party.
14.02 Remedy. Any Party suffering an occurrence of Force Majeure shall remedy with all reasonable dispatch the cause or causes preventing such Party from carrying out its agreement; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of such Party, and it shall not be required to make settlement of strikes, lockouts or other industrial disturbances by acceding to the demands of the opposing party or parties when such course is unfavorable in the judgment of such Party.
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ARTICLE XV Default 15.01 Events of Default. Each of the following shall be " Events of Default" under this Agreement:
(a) The failure by either Party to make any payment then due to the other Party as required by this Agreement within 30 days of the date when such payment became due; (b) Willful failure by either Party to perform any other obligation to the other Party, other than obligations for the payment of money, provided that the defaulting Party shall have been given not less than 60 days' notice of such willful failure by the non-defaulting Party and such defaulting Party shall have failed to correct such default or shall have I
failed to use its reasonable best efforts to correct such default; (c)(i) The insolvency or bankruptcy of either Party or its inability or admission in writing of its inability to pay its debts as they mature, or the making of a general assignment for the benefit of, or entry into any composition or arrangement with, its creditors, other than Old Dominion's or Vepco's mortgagee, as the case may be; or l
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(ii) The application for, or consent (by admission of material allegations or a petition or otherwise) to, ,the appointment of a receiver, trustee or liquidator for either Party or for all or substantially all of its assets, or its authorization of such application or consent, or the commencement of any proceeding seeking such appointment against it without such authorization, consent or application, which proceedings remain undismissed or unstayed for a period of sixty (60) days; or
, (iii) The authorization or filing by either Party of a voluntary petition in bankruptcy or application for, or s consent (by omission of material allegations of a petition or
! otherwise) to the application of any bankruptcy, reorganization, readjustment of debt, insalvency, dissolution, liquidation or other similar law of any jurisdiction, or the institution of such proceedings against either Party without l its authorization, application or consent, which proceedings
! remain undismissed or unstayed for sixty (60) days, or which result in adjudication of bankruptcy or insolvency within such time.
(d) The willful failure by either Party to pay any amount when due under any obligation to a third party (other than an obligation for borrowed money) incurred in l
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connection with such Party's performance under this Agreement, and such failure shall continue for 30 days thereafter (or if such payment is being contested in good faith, for 30 days after the resolution of such contest).
(e) The failure by either Party to pay any amount when due under any obligation to a third party for borrowed money incurred in connection with the financing of such Party's performance under this Agreement, and such failure shall permit the third party to whom such amount is owed to accelerate such obligation or otherwise to exercise legal or equitable remedies against such Party. s (f) If any representation or warranty made by either Party in the Basic Agreements or any other document or instrument between Old Dominion and Vepco securing the Basic Agreements shall not be true and correct in all material respects as of the date when made.
15.02 Penalty for Late Payments. Failure of either Party to make any payment on the date required under this Agreement shall obligate such non-paying Party then to pay the other Party (i) the unpaid amount, (ii) interest on the unpaid amount at the Special Interest Rate from the date such payment was due until the amount is paid and (iii) the expenses incurred by the other Party in collecting the unpaid amount including but not limited to the expenses of counsel.
15.03 Failure to Make Payments. If Old Dominion shall fail to make any payments due to Vepco after Closing under this Agreement or operating or maintenance expenses under the Interconnection and Operating Agreement (but not to include a failure to make payments for Supplemental Demand and Energy and Reserve Capacity and Energy) and if such failure shall have continued for a period of 45 days (including any applicable grace period) without all sums then due (plus interest and penalties and any other Additional Payments After Closing due within such 45 day period) having been paid to Vepco, there shall then exist a Section 15.03 Event of Default. If at the time of or during the continuation of any Section 15.03 Event .
of Default, Old Dominion's Percentage Ownership Interest in the Facilities is or becomes less than 10%, then thereafter Vepco, either by itself or in conjunction with others, shall have the following rights which may not be defeated by any offer or tender made in an attempt thereafter to cure the default, but Vepco agrees that it shall not exercise its rights under this Section if and so long as REA has provided Vepco with satisfactory assurances that REA is pursuing all reasonable steps to provide for the payment of all amounts owing to Vepco during the period of default, including interest, not later than 180 days after the occurrence of the original failure to make payment.
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(a) Vepco shall have the right (but shall not be required) to purchase, free and clear of all liens and l encumbrances (except Permitted Encumbrances) the entire Old
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Dominion Percentage Ownership Interest in the Facilities. The purchase price for such interest shall be an amount equal to the aggregate of the Initial Purchase Price and all Additional Payments After Closing made or owed by Old Dominion with respect to the Facilities including appropriate allowances for AFUDC (which AFUDC shall have been determined using rates no higher than the rates used by Vepco for the same period) less the sum of (i) an amount equal to the revenues required (based on the then allowed rate of return for Virgin.ia jurisdictional customers) to support the amount in default (such amount to be stated without taking any depreciation into account) for the entire period of the default, less an adjustment for any interest theretofore paid on account of the amount in default, (ii) taxes paid by Old Dominion and included in the Initial Purchase Price or otherwise paid or owed to Vepco pursuant to Section 3.04 with respect to the Facilities and additional taxes incurred as a result of the repurchase, (iii) depreciation and amortization accrued on the books of account of Old Dominion, comprised of depreciation reflected in the determination of the Initial Purchase Price (but depreciation
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reflected in the determination of the Initial Purchase Price 1
shall not be deleted a second time in the application of this j Subsection (iii)) and depreciation subsequent thereto determined in accordance with the same methodology used by Vepco, excluding amortization applicable to taxes reflected in (ii) above, (iv) any amount, including taxes not included in (ii) above, owed by Old Dominion under the Basic Agreements to Vepco, (v) any costs or expenses incurred by Vepco, excludirg the cost of any debt incurred to finance such acquisition, in connection with such purchase and any indebtedness secured by Superior Liens with respect to the interest in the Facilities being acquired and any o.ther obligation assumed or paid by Vepco in order to obtain good title and (vi) any retirements applicable to Old Dominion's Percentage Ownership Interest in the Facilities.
(b) Upon exercise by Vepco of its right to purchase Old Dominion's Percentage Ownership Interest in the Facilities pursuant to Section 15.03(a), (i) Vepco shall give notice of such election in writing to the trustee or trustees (as named by Old Dominion pursuant to Section 9.05(b) hereof) of Old Dominion's bonds or of other evidences of indebtedness, and (ii) Vepco (and where applicable, any other purchasers) shall then be deemed to have purchased Old Dominion's I
Percentage Ownership Interest in the Facilities, free and clear of al'1 liens and encumbrances, and shall be entitled to all of Old Dominion's rights in the Facilities. Any purchase of Old Dominion's Percentage Ownership Interest in the Facilities pursuant to this Section 15.03 shall be subject to the obtaining of applicable governmental and regulatory approvals and Old Dominion shall take all necessary actions and shall execute, and file where appropriate, all legal documents that shall reasonably be requested by Vepco to complete any transaction contemplated by this Section 15.03.
(c) A closing to consummate the purchase by Vepco pursuant to this Section 15.03 shall be held at a time and place to be determined by Vepco.
15.04 Acceleration. If an Event of Default under the foregoing Section 15.01(c) shall have occurred, the entire unpaid amounts owing to the non-defaulting Party, together with l any accrued and unpaid interest thereon, shall become immediately due and payable without the necessity of any action by the non-defaulting Party. If an Event of Default under Sections 15.Ol(a), (b), (d), (e) or (f) shall have occurred and be continuing, the entire unpaid amounts owing to the non-defaulting Party, together with any accrued and unpaid interest thereon, shall become immediately due and payable upon !
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I written notice by the non-defaulting Party to the defaulting Party.
15.05 Remedies Not Exclusive. If an Event of Default und7r Section 15.01 or a Section 15.03 Event of Default shall have occurred, the rights and remedies provided in this Article XV ehall not be exclusive but shall be in addition to any other remedy available under the Basic Agreements and, to the extent permitted by law, be cumulative and in addition to all other rights and remedies existing at law, in equity or otherwise, including the right to enforce performance or to recover damages by appropriate proceedings, judicial, administrative or otherwise. In addition, the Parties shall have the right to offset any and all amounts owed while any such Event of Default or Section 15.03 Event of Default is continuing. No delay or omission to exercise any rights or remedy shall impair such right or remedy or constitute a waiver of the default or an acquiescence therein. Every right and remedy given by the Basic Agreements, by law or in equity or otherwise, may be exercised from time to time, and as often as may be deemed expedient, by the non-defaulting Party.
I ARTICLE XVI Special Remedies 16.01 Special Remedy. If (a) a Section 15.03 Event of Default has occurred and has continued for 30 days but Vepco either cannot, or for any reason elects no't to, exercise the rights provided by Section 15.03, or (b) if there exists any default by Old Dominion pursuant to Section 15.01(a), (b), (d),
(e) or (f), then, upon notice to Old Dominion by Vepco, Old Dominion's Percentage Ownership Interest in the Facilities shall automatically be adjusted in acco'rdance with the following formula, applied separately to each of the Facilities, to wit, North Anna Unit 1, North Anna Unit 2, the Common Facilities, the Support Facilities, the Operating Inventory and the Major Spare Parts. It is the intention of the Parties that under this Section an adjustment in Old Dominion's Percentage Ownership Interest in each of the Facilities shall be equal and simultaneous:
(F)AOI = (F)OI x (B-A)
B Where (F)AOI equals the adjusted Old Dominion's Percentage Ownership Interest in any of the Facilities, immediately subsequent to the cumulative adjustment effected by this Section 16.01;
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(F)OI equals Old Dominion's Percentage Ownership Interest in any of the Facilities at Closing; i A equals the cumulative aggregate amount of all payments then owed (or previously owed to Vepco and which were previously a component of A under this formula) to Vepco under Article III or Section 15.03 hereof, including interest at the Special Interest Rate due thereon for the entire period of the default less taxes owed to Vepco with respect to amounts then owed pursuant to Article III or operating or maintenance expenses under the Interconnection and Operating Agreement; and B equals Old Dominion's Initial Purchase Price paid pursuant to Section 3.01 plus the aggregate amount of all payments previously made and the amounts then owed pursuant to Section 3.02 including appropriate allowances for AFUDC (determined in accordance with the provisions of Section 15.03(a)), Section 3.04 and Section 3.06 to the extent that such payments under Section 3.06 relate to the making of New Investment less the sum of the following:
(i) amounts Old Dominion may have paid as penalties, if any have been previously included in this item B; (ii) all amounts for taxes paid or owed by Old Dominion to Vepco with respect to the transactions contemplated by the Basic Agreements, (iii) depreciation and amortization accrued on the books of account of Old Dominion applicable to the Facilities, comprised of depreciation reflected in the determination of the Initial Purchase Price (but depreciation reflected in the determination of the Initial Purchase Price shall not be deleted a second time in the application of this Subsection (iii)) and depreciation subsequent thereto determined in accordance with the same methodology used by Vepco, excluding depreciation and amortization applicable to all taxes reflected in (ii) above and (iv) any retirements applicable to Old Dominion's Percentage Ownership Interest in the Facilities.
Thereafter, each successive Event of Default covered under this i
Section in any month shall similarly further decrease Old Dominion's Percentage Ownership Interest in the Facilities, unless and until Vepco shall have exercised its right to l
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purchase Old Dominion's Percentage Ownership Interest pursuant to Section 15.03.
16.02 Special Old Domini ~on Remedy. If for any reason there shall be an Event of Default by Vepco pursuant to Section 15.01(a), (d) or (e) hereof for any of the Facilities, Old Dominion shall have the following rights. In the case of any Event of Default under Section 15.01(a), Old Dominion nhall have the right, upon notice to Vcpco by Old Dominio". to reduce Vepco's ownership interest in the manner provided below. In the case of an Event of Default under Section 15.01(d) or (e),
Old Dominion shall have the right, but not the obligation, to make such payment and if Old Dominion makes such payment, then, upon notice to Vepco by Old Dominion, Old Dominion shall have the further right to reduce Vepco's ownership interest in the manner provided below. Upon giving the notice to Vepco required above, Old Dominion's Percentage Ownership Interest in the Facilities shall automatically be adjusted in accordance with the following formula, applied independently to each of the Facilities, to wit, North Anna Unit 1, North Anna Unit 2, the Common Facilities, the Support Facilities, the Operating I Inventory and the Major Spare Parts. It is the intention of the parties that under this Section an adjustment in percentage t
ownership interest in each of the Facilities shall be equal a:d simultaneous:
(F)AOI = (F)OI x (B+A)
B Where (F)AOI equals the adjusted Old Dominion's Percentage ownership Interest in the Facilities, immediately subsequent to the cumulative adjustment effected by this Section 16.02; (F)oI equals Old Dominion's Percentage Ownership Interest in the Facilities at Closing; A equals the cumulative aggregate amount that Vepco owes Old Dominion (or previously owed by Vepco and which were previously a component of A under this formula) or amounts that Old Dominion has paid on Vepco's account, excluding such portion related to Old Dominion's Percentage Ownership Interest, including interest at the Special Interest Rate, for the entire period of all such defaults; and B equals Old Dominion's Initial Purchase Price paid i
- for its interest pursuant to Section 3.01 plus the aggregate amount of all payments previously made and the amounts then owed pursuant to Section 3.02 including appropriate allowances for AFUDC (determined in accordance with the provisions of Section 15.03(a)), Section 3.04 and Section 3.06 to the extent that such payments relate to the
- - - . - . - ~,---,-,,---,,,,---,----w .. . - - , . ,v-- --.,v.- -- _. , -- , - - , - - , , - - - - - - - - - - - - __
making of New Investment (excluding any amount paid on behalf of Vepco in item A above), less the sum of the following:
(i) all amounts for taxes paid or owed by Old Dominion to Vepco with respect to the transactions contemplated by the Basic Agreements, and (ii) depreciation accrued on the books of account of Old Dominion applicable to the Ps'.cilities, comprised of depreciation reflected in the determination of the Initial Purchase Price (but depreciation reflected in the determination of the Initial Purchase Price shall not be deleted a second time in the application of this Subsection (ii)) and depreciation subsequent thereto determined in accordance with the same methodology used by Vepco, excluding depreciation and amortization applicable to all taxes reflected in (i) above, and (iii) any retirements applicable to Old Dominion's Percentage Ownership Interst in the i Facilities.
Thereafter, each successive Event of Default by Vepco under Section 15.Ol(a), (d) or (e) shall invoke this Section. l
16.03 Failure to Perform-Remedy. The non-defaulting Party may, but shall not be required to, undertake to remedy any Event of Default under 15.01(b) at the expense of the defaulting Party and give notice of its intent to do so to the defaulting Party. If the Parties are in dispute as to whether an Event of Default exists under Section 15.01(b), the Party claiming such an Event of Default may proceed to remedy the alleged Event of Default while pursuing the procedures for resolution of disputes provided in Section 20.03 but the third sentence of Section 20.03 shall not be applicable and the Party claiming no such Event of Default exists shall not be obligated to reimburse the other Party unless a couct of competent jurisdiction has determined that such an Event of Default does exist, in which case the defaulting Party agrees to reimburse the non-defaulting Party, with interest at the Special Interest Rate, for services, costs or property provided by the non-defaulting Party to remedy such Event of Default.
16.04 Rights and Obligations upon Recurchase or i
Transfer of Title. -
I l
(a) In the event of any transfer of or purchase l of or adjustment of ownership interest pursuant to this Agreement, the Parties will execute and deliver further documents of title (conforming to the document requirements of 1
Section 2.01) conveying to the other Party the interest in the I Facilities required by this Agreement, free and clear of all liens and encumbrances, but subject (1) to payment or assumption as provided in the last sentence of Section 9.03, in the case of a transfer by Old Dominion, or (ii) the lien of the l Indenture of Mortgage, in the case of a transfer by Vepco.
(b) In the event of any adjustment of ownership interest pursuant to this Article XVI, (i) any loss or expenses incurred by the acquiring Party in connection with such acquisition shall be due to such Party from the other Party, (ii) the acquiring Party shall give notice of such election in l writing to the trustee or trustees of the other Party's bonds or other evidences of indebtedness and (iii) a closing to consummate the acquisition pursuant to this Article shall be promptly held at a time and place determined by the acquiring Party.
(c) Any acquisition pursuant to this Article shall be subject to the obtaining of applicable governmental and regulatory approvals and each Party shall take all necessary actions and shall execute, and file where appropriate, all legal documents that shall reasonably be a
requested by the non-defaulting Party to complete any transaction contemplated by this Article XVI.
ARTICLE XVII Term of Agreement 17.01 Termination. This Agreement shall terminate at the earlier of (a) when all the Facilities shall have been retired and decommissioned, when all payments required, including those required by Section 3.03 hereof, have been made (or when the Parties have entered into a final, definitive, further agreement providing for the permanent care of the Facilities, as permitted by such Section 3.03) and when Vepco's option to lease or purchase Old Dominion's Percentage Ownership Interest pursuant to Section 3.03 hereof shall have expired, (b) December 31, 2081, or (c) June 30, 1983 if the Closing shall not have been consummated.
17.02 Measuring Lives. If and to the extent that any of the rights and privileges granted under the provisions of this Agreement would, in the absence of the limitation imposed by this Section, be invalid or unenforceable as being in violation of the rule against perpetuity or any other rule of 4
law relating to the vesting of interests in property or the suspension of the power of alienation of property, then it is agreed that notwithstanding any other provision of this Agreement, said options, rights and privileges, subject to the respective conditions governing the exercise of such options, ,
1
rights and privileges, shall be exercisable only during (a) a period which shall end 21 years after the death of the last survivor of the officers and members of the Board of Directors of Vepco named in Exhibit U hereto, together with all such persons' children and grandchildren who are living on the date of the execution of this Agreement or (b) the specific applicable period of time expressed in this Agreement, whichever is shorter.
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I ARTICLE XVIII Accounting Matters 18.01 General Accounting Matters. Determinations by Vepco on all accounting matters related to the transactions
, -contemplated by the Basic Agreements will be in accordance with Generally Accepted Accounting Principles and FERC's Uniform System of Accounts, utilizing the accrual method of accounting, unless otherwise specifically provided in the Basic Agreements or mutually agreed by the Parties or as prescribed by other regulatory agencies having jurisdiction, as in effect from time to time. The accounting system and procedures designed to implement and operate this Agreement and the other Basic Agreements will be developed with Vepco's resources and/or through a consultant. One-half of all costs incurred for the design, development and initial implementation of this system are to be borne by Old Dominion but Old Dominion's total obligation with respect to such design, development and initial implementation shall not exceed $150,000.
18.02 Right to Inspect Records, Etc. During normal business hours and subject to conditions consistent with the conduct by Vepco of its regular business affairs and responsibilities, Vepco will provide Old Dominion, the Authorized Old Dominion Representative (s) or any auditor 5
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l utilized by Old Dominion reasonably acceptable to Vepco or any nationally recognized accounting firm retained by Old Dominion,
, access to Vepco's books, records, and other documents directly related to the performance of Vepco's obligations under the Basic Agreements (but excluding internal memoranda, records and documents relating to such matters and minutes of meetings of the Board of Directors and committees thereof) and, upon request, copies thereof, which set forth (a) costs applicable to the construction, operation, maintenance and retirement of the Facilities to the extent necessary to enable Old Dominion to verify the costs for which Old Dominion is billed pursuant to the provisions of this Agreement, (b) matters relating to the design, construction and operation and retirement of the Facilities in proceedings before any regulatory body or governmental agency having jurisdiction. Old Dominion will bear the cost of any copying, review or audit of such books and records.
During normal business hours and subject to conditions consistent with the conduct by Old Dominion of its regular business affairs and responsibilities, Old Dominion will j provide Vepco, the Authorized Vepco Representative (s), or any auditor utilized by Vepco reasonably acceptable to Old Dominion or any nationally recognized accounting firm retained by Vepco, i
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access to Old Dominion's books, records, and other documents, and, upon request, copies thereof, which relate to the Basic Agreements (but excluding internal memoranda, records and documents relating to such matters and minutes of maetings of the Board of Directors and committees thereof). Vepco will bear the cost of any copying, review or audit of such hooks and records. Notwithstanding the foregoing, however, neither Party shall be required to make available to the other Party any reports and information relating to personnel practices, i
staffing or labor relations (including internal memoranda, records and documents relating to such matters as minutes of meetings of the Board of Directors and committees thereof).
18.03 Other Audits. Old Dominion recognizes that Vepco is subject to audits by various Federal and State regulatory agencies. Should any adjustment be required by such audit which affects the Initial Purchase Price or New Investment under this Agreement, the Parties agree to she.re such adjustment in proportion to their respective ownership interests. Old Dominion also agrees to pay its pro rata share of legal and other expenses incurred by Vepco in appealing any
( adjustment resulting from any such audit, which affects the Initial Purchase Price or New Investment under this Agreement.
Any decision to appeal shall be subject to the provisions of Article VIII hereof.
{
ARTICLE XIX Consultations and Mutual Cooperation; Authorized Representatives 19.01 Consultations and Mutual Cooperation. At least quarterly Vepco will meet with representatives of Old Dominion at One James River Plaza, Richmond, Virginia, or such other place as the Parties may agree, to report on the progress of construction and operation of the Facilities. Vepco and Old Dominion agree to ase their mutual best efforts to cooperate fully with each other to develop and promote the mutual economic benefits to each of them contemplated by this Agreement.
19.02 Authorized Old Dominion Representatives. At the Closing, Old Dominion shall designate, in writing, not more than two Authorized Old Dominion Representatives to act on its behalf with respect to all matters contemplated by this Agreement. The person or persons so designated by Old Dominion as Authorized Old Dominion Representatives may be changed, in the sole discretion of Old Dominion and from time to time, by at least ten (10) days' prior written notice to Vepco.
19.03 Authorized Vepco Representatives. At the Closing Vepco shall designate, in writing, not more than four Authorized Vepco Representatives to act on its behalf with respect to all matters contemplated by this Agreement. Any of
the Authorized Vepco Representatives may be changed, in Vepco's sole discretion and from time to time, by at least ten (10) days' prior written notice to Old Dominion.
19.04 Proportional Voting. Notwithstanding any other provision of this Agreement, all voting by the Authorized Vepco Representatives and the Authorized Old Dominion Representatives shall be in proportion to the Party's respective undivided percentage ownership interests in the Facilities.
. - - _ ,- - .. . _ - . . - .------1
ARTICLE XX Miscellaneous 20.01 SALE WITHOUT WARRANTY. THE FACILITIES TO BE SOLD UNDER THIS AGREEMENT SHALL BE SOLD ON AN "AS IS" BASIS, AND VEPCO MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, AND DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE VALUE, QUANTITY, QUALITY, CONDITION, SALABILITY, OBSOLESCENCE, MERCHANTABILITY, FITNESS OR SUITABILITY FOR USE OR WORKING ORDER OF ALL OR ANY PART OF SAID FACILITIES. NOTWITHSTANDING THE FOREGOING, OLD DOMINION SHALL HAVE THE BENEFIT, IN PROPORTION TO ITS OLD DOMINION'S PERCENTAGE OWNERSHIP INTEREST, OF ALL MANUFACTURERS', VENDORS' AND CONTRACTORS' WARRANTIES AND ALL PATENTS AND LICENSES, IF ANY, RUNNING TO VEPCO IN CONNECTION WITH THE FACILITIES TO BE SOLD UNDER THIS AGREEMENT, SUBJECT TO THE PROVISIONS OF SECTION 9.05(f) HEREOF.
20.02 Non-Exclusive Sale. Vepco shall have the right to sell to others joint interests in any or all of its remaining interest in the Facilities upon such terms and conditions as Vepco may choose, but no such sale shall diminish Old Dominion's Percentage Ownership Interest in the Facilities or diminish any other rights and interests of Old Dominion hereunder.
-- -- , , - - - , - + , - ,__e_ , , ,, .,%., - , , , . _ _ , , , , - - _ , . . ,-,---.,--y- *-----.y,.p 7
20.03 No Arbitration; Resolution of Disputes. No Party shall have the right to arbitrate any dispute that might arise with respect to any of the Basic Agreements. Any disagreement between the Parties as to their rights or obligations under this Agreement shall first be addressed by consultation between the Authorized Vepco Representatives and the Authorized Old Dominion Representatives. In the event such representatives are unable to satisfactorily resolve tbnir disagreement, they shall refer the matter to the Executive Committee created pursuant to Section 19.13 of the Inter-connection and Operating Agreement. No dispute as to the payment of an invoice rendered by either Party pursuant to any of the Basic Agreements shall permit the other Party to delay payment of the disputed invoice, in full, on its payment date.
If the invoiced Party shall have paid any such disputed invoice, in full, on or before its payment date and if the Authorized Vepco Representatives and the Authorized Old Dominion Representatives, or the Executive Committee created pursuant to Section 19.13 of the Interconnection and Operating Agreement, or a court of competent jurisdiction, should later determine that a disputed invoice was for an amount in excess of the correct amount due, then the invoicing Party shall ba obligated to refund the difference to the invoiced Party within
ten (10) days of such determination with interest, if any, upon such amount as follows:
(a) If such difference resulted from a deviation from an estimate not caused by error or bad faith, interest shall be payable at the Regular Interest Rate; (b) If such difference resulted from an error, interest shall be payable at the Regular Interest Rate; and (c) If such difference resulted from bad faith, such interest shall be payable at the Special Interest Rate.
20.04 Notices. Any notice, request, consent or other communication permitted or required by this Agreement (other than payments) shall be in writing and be deemed given when delivered by hand or when deposited in the United States mail, first class, postage prepaid, and if to Vepco, addressed to:
Virginia Electric and Power Company P. O. Box 26666 Richmond, Virginia 23261 Attention: President With copies to: the Authorized Vepco Representatives designated by Vepco pursuant to Section 19.03 hereof and if to Old Dominion, addressed tot Old Dominion Electric Cooperative 5601 Chamberlayne Road Richmond, Virginia 23227
- Attention: Executive Vice President i With copies to: the Authorized Old Dominion l Representatives designated by Old Dominion
! pursuant to Section 19.02 hereof
(
l
unless a different officer or address shall have been designated by either Party by notice in writing to the other Party.
20.05 Holidays, Business Days. Any obligation to perform under this Agreement, including payment obligations, l
which shall become due on a non-business day shall become due upon the next business day. The term " business day" shall mean any day other than a day on which banking instit-cions in the City of Richmond, Virginia, are authorized by law to close.
20.06 Entire Agreement. This Agreement, together with the other Basic Agreements, constitutes the entire understanding between the Parties hereto, superseding any and all previous understandings, oral or written, pertaining to the subject matter contained herein and therein. No Party hereto has relied or will rely upon any oral or other written representation or oral or other written information made or given to such Party by any representative of the other Party or l anyone on its behalf.
20.07 Amendments. This Agreement may not be amended, modified, or terminated, nor may any obligation hereunder be waived, orally, and no such amendment, modification, termination or waiver shall be effective for any purpose unless i
it is in writing, and signed by both Parties and all necessary
regulatory approvals, including the Administrator of REA, have been obtained.
20.08 Severability. In the event any of the terms, covenants or conditions of this Agreement, or amendments therefor, or the application of any such term, covenant or condition shall be held invalid by a court or governmental agency having jurisdiction, all of the other terms, covenants and conditions of this Agreement shall not be affected thereby and this Agreement shall remain in full force and effect unless the interests of either Party would be materially and adversely affected.
20.09 Relationship of the Parties. The duties, obligations and liabilities of the Parties are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, j trust, joint venture or partnership or impose a trust or l
partnership duty, obligation, or liability on or with regard to the Parties, although the Parties acknowledge that the
- ownership and operation of the Facilities may constitute a partnership for tax purposes. The Parties shall be individually responsible for their own obligations as provided herein. Neither Party shall have the right or power to bind the other Party except as expressly provided in this Agreement.
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20.10 Tax Election. Vepco and Old Dominion hereby agree that they will both elect to exclude the arrangement
. created by this Agreement from the application of Subchapter K of the Internal Revenue Code of 1954, as amended, and execute all documents required by either Party to effect that result.
20.11 Governing Law. This Agreement is made under and shall be construed under and governed by the laws of the Commonwealth of Virginia.
20.12 No Waiver. The failure of either Party to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other Party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the i
validity of this Agreement or any part thereof, or the right of such Party thereafter to enforce each and every such provision.
20.13 Captions. The descriptive captions of the various Articles and Sections of,this Agreement have been l inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions hereof.
! 20.14 Counterparts. This Agreemeat may be executed i
simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute'one and the same instrument.
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u -_._. -. .- ._- _ - _ .
20.15 Singular and Plural; Gender. Throughout this l
Agreement, whenever any word in the singular number is used, it l should include the plural unless the context otherwise requires; and whenever the plural number is used, it shall include the singular unless the context otherwise requires.
The use of the masculine shall include the feminine.
20.16 Equal Opportunity. During the performance of those parts of this Agreement relating to the construction by Vepco of any additions, betterments, improvements or replacements to the Facilities, Old Dominion and Vepco agree as follows:
(1) The Parties will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. The Parties will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color religion, sex, or national origin. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection fc; training, including
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apprenticeship. The Parties agree to post in conspicuous places, available to employees and applicants for emplo~y ment, notices to be provided setting forth the provisions of this Equal Opportunity Clause.
(ii) The Parties will, in all solicitations or advertisements for employees placed by or on behalf of either party, state that al; qualified applicants will receive consideration for employment without regard to race, color, sex, or national origin.
(iii) The Parties will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Parties commitments under this Section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(iv) The Parties will comply with all provisions of Executive Order 11246, dated September 24, 1965, and of the rules, regulations and relevant order of the 1
Secretary of Labor.
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i (v) The Parties will furnish all information and 1
reports required by Executive Order 11246, dated September 24, 1965, and by rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to their books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.
(vi) In the event of either Party's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations or orders, the Parties may be declared ineligible for further Government procedures authorized in Executive Order 11246, dated September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in said Executive Order or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.
(vii) The Parties agree that, unless exempted by the rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246, dated September 24, 1965, all subcontracts and
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)
', ,r..,_..._._ ., - - - - .._. , - - _ _ . . . . , . - _ . . - - -- -
purchase orders will cite that such contract or purchase orders are subject to Executive Order 11246 and such provisions will be binding upon each subcontractor or vendor. The Parties will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event either Party becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, that Party may request the United States to enter into such litigation to protect the interests of the United States.
20.17 Environment. The Parties shall comply with (1) all applicable water and air pollution control standards imposed by federal or state statutes or regulations and (2) the provisions of any Environmental Impact Statement issued by the NRC with respect to the Facilities pursuant to the National Environmental Policy Act; and the Parties shall take all steps necessary to assure that all actions undertaken pursuant to this Agreement by the Parties or others under the control and/or direction of the Parties are in compliance with the
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provisions of this Section. Nothing in this Section 20.17 shall be construed to prevent the Parties from resisting, challenging, contesting or appealing any law, statute, regulation or decision of any federal, state or local government or agency which the Parties claims to be invalid, unlawful, unreasonable, arbitrary or capricious.
20.18 Kick-backs. In the acquisition, construction and completion of the Facilities pursuant to this Agreement, the Parties shall comply with all applicable statutes, ordinances, rules, and regulations pertaining to the work. The Parties acknowledge that they are familiar with the Rural s Electrification Act of 1936, as amended, the so-called Kick-Back Statute (48 Stat. 948), and regulations issued pursuant thereto, and 18 U.S.C. 287, 1001, as amended. The Parties understand that the obligations of the Parties are subject to the applicable regulations and orders of Governmental Agencies having jurisdiction over the Facilities.
, 20.19 Nonsegregated Facilities. The Parties certify that they do not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not permit their employees to perform services at any
. location, under their control, where segregated facilities are maintained. The Parties certify further that they will not 1
1
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1 1
l maintain or provide for their employees any segregated facilities at any of their establishments, and that they will not permit their employees to perform services at any location, under their control, where segregated facilities are maintained. The Parties agree that a breach of this certification is a violation of the Equal Opportunity Clause in this Agreement. As used in this certification, the term
" segregated facilitiot" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, timeclocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in
-fact segregated on the basis of race, color, religion, or national origin, ,because of habit, local custom, or otherwise.
The Parties agree that (except where they have obtained identical certifications from proposed subcontractors for specific time periods) they will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause, and that they will retain such certification in their files.
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20.20 Confidentialitv. During the term of this Agreement, it may become necessary or desirable, from time to time, for one Party to provide to the other Party information which is either confidential or proprietary. The Party desiring to protect any such information (the labeling Party) may label such information as either confidential or proprietary and thereafter the other Party will not reproduce, copy, use or disclose (except when required by governmental authorities) any such information in whole or in part for any purpose without the written consent of the labeling Party. In disclosing confidential or proprietary information to governmental authorities, the disclosing Party shall cooperate.
with the labelling Party in minimizing the amount of such information furnished. At the specific request of the labelling Party, the other Party will endeavor to secure the agreement of such governmental authorities to maintain specified portions of such information in confidence.
20.21 Historic Places. The Parties shall not, without approval in writing by the REA Administrator, use any portion of the funds made available to Vepco by Old Dominion pursuant to the terms of this Agreement to construct any facilities which will involve any district, site, building, structure or object which is included in the National Register of Historic
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Places, maintained by the Secretary of the Interior pursuant to the Historic Sites Act of 1935 and the National Historic
, Preservation Act.
20.22 Public Officials Not to Benefit. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit to arise herefrom other than the receiving of electric service on the came terms accorded other consumers and other l than benefits, if any such person is a Vepco shareholder, that I
may accrue to Vepco shareholders generally.
20.23 Flood Insurance Act. Notwithstanding anything contained in this Agreement, neither Party,shall be under any obligation to advance any funds to the other Party to finance the construction or acquisition of any building in any area heretofore identified by the Secretary of Housing and Urban Development, pursuant to the Flood Disaster Protection Act of 1973 (the " Flood Insurance Act") or any rules, regulations or orders issued to implement the Flood Insurance Act (" Rules"),
as an area having special flood hazards, or to finance any facilities or materials to be located in any such building, or in any building owned or occupied by Vepco or Old Dominion located in such flood hazard area unless and until there have been ecmpliance with all other conditions of this Agreement
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which are precedent to such advances, and the REA Administrator has determined, that (1) the community in which such area is located is then participating in the national flood insurance program, as required by the Flood Insurance Act and any Rules and (ii) Vepco and Old Dominion have obtained flood insurance coverage with respect to such building and contents as may then be required pursuant to the Flood Insurance Act and any Rules.
20.24 Safety. In the acquisition, construction and completion of the Facilities pursuant to this Agreement, the Parties shall at all times take all reasonable precautions for the safety of employees at the Facilities and of the public at the Facilities, and shall comply with all applicable provisions of Federal, State and Municipal safety laws and building and construction codes, including without limitation, all regulations of the Occupational Safety and Health Administration.
20.25 Buy American. The Parties covenant that in the performance of this contract (1) at least old Dominion's Percentage Ownership Interest in the total cost of the Facilities, including the total of all of the unmanufactured articles, materials and supplies used or to be used in the construction of or otherwise made a part of the Facilities
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I
- shall have been mined or produced in the United States and (2) at least old Dominion's Percentage Ownership Interest in the total cost of the Facilities, including the total cost of all of the manufactured articles, materials, and supplies used or l to be used in the construction of or otherwise made a part of the Facilities shall have been manufactured in the United
- States subatantially all from articles, materials, or supplies mined, produced, or manufactured, as the case may be, in the United States. If any article, material, or supplies are partially mined, produc ed., or manufactured in the United States (said part being hereinafter called the "American Made Portion") and partially mined, produced, or manufactured somewhere other than in the United States, then only the cost of the American Made Portion shall be used in determining j whether the requirements of the preceding sentence nave been satisfied. At the Closing and from time to time thereafter when requested by Old Dominion or the REA Administrator, the Parties shall supply the REA Administrator or the party so requesting with information and documentation demonstrating that the Facilities were constructed in accordance with the requirements of this Section.
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1 20.26 Merger of Documents. All understandings and agreements, written or oral, among the Parties prior to March 4, 1983, with respect to the matters herein contained, including the Principles for Agreement, dated October 20, 1981, and the Purchase, Construction and Ownership Agreement, between Vepco and Old Dominion, executed on December 28, 1982 (the
" Original Purchase Agreement"), have been superseded la all respects by this Purchase, Construction and Ownershap Agreement dated as of December 28, 1982, but executed on March 4, 1983, and all such understandings and agreements prior to March 4, 1983, including the Principles for Agreement and the original Purchase Agreement, are null and void and of no effect whatsoever.
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. . . , . - - - - - , - - _ - . _ . - - - , . - . - . - . _ - _ - , ,-,m..-- , , . . , . - -- - - - - - ---- . . - , .
IN WITNESS WHEREOF, the Parties have hereto caused this Agreement to be signed and sealed this 4th' day of March, 1983 by their duly authorized representatives.
VIRGINIA ELECTRIC AND POWER COMPANY 0 [
William W. Berry President j ATTEST:
, [yttar ,
%.Linwood R. Robertson
.-
- Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE By 9b Y $h p rry K. Bowman v President
-ATTEST : / /'
W ,
f',/
Ai ff. ? Jggn -
.Jame,s M. Reynol i
,; Secretary
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STATE OF VIRGINIA:
to-wit:
CITY OF RICHMOND:
The foregoing instrument was acknowledged before me this 4th day of March, 1983 by William W. Berry and Linwood R.
Robertson, President and Corporate Secretary, respectively, of Virginia Electric and Power Company, a Virginia corporation, on behalf of the corporation.
My commission expires:
// !
'/ J M/ s V '71othry Pub 1.i(s/
9.
'[ SEAL)-~
i e
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STATE OF VIRGINIA:
to-wit:
CITY OF RICHMOND:
The foregoing instrument was acknowledged before me this 4th day of March, 1983 by Harry K. Bowman and James M.
Reynolds, President and Secretary, respectively, of Old Dominion Electric Cooperative, a Virginia cooperative, on behalf of the cooperative.
My commission expires:
/
//!b / s
......... notary' Pus 11cr/ y '
c':
(SEAL]
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Page 1 of 3 EXHIBIT A Common Facilities All property of Vepco appearing in the following accounts on Vepco's books of account that is within the defini-tion of Common Facilities as well as the Construction Work in Progress and the Completed Construction Not Classified related thereto:
FERC ACCOUNT DESCRIPTION 320 Land and Land Rights 321 Structures & Improvements Clearing Water System Storm Sewers Sanitary Sewers Fire Protection Fuel Oil Storage RR Track Yard Yard Lighting Boat Dock Rifle Range Gun Towers Medical Classroom Condensate Fill Pump Station Auxiliary Building Turbine Building Turbine Outage Building Office Building Screenwell Structure Vacuum Priming Pump House Fuel Building
EXHIBIT A Page 2 of 3 FERC ACCOUNT DESCRIPTION ;
l Fuel Oil Pump House Yard Crane Water Treatment Building '
Service Building Weather Towers Meteorological Towers Security Building Security Control Center Dam Reservoirs Spillways Dikes Service Water Pump House Decontamination Building Waste Disposal Building Roadways Walkways Parking Lots 322 Reactor Plant Equipment Boron Recovery System Moving Platform Spent Fuel Pit Fuel Building Cranes Decontamination Cranes Fuel Receiving Equipment Spent Fuel Racks
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Reactor Cavity Purification .
Radioactive Waste Treatment and Disposal System Liquid Waste Solidification System Waste Disposal Evaporator Radioactive Gaseous Waste Radioactive Solid Waste Decontamination System Raw Water Supply System Condensate Storage Tank Auxiliary Boiler System 323 Turbo-Generator Equipment Service Water Pump House Equipment Bearing Cooling Water Tower Turbine Room Crane
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EXHIBIT A Page 3 of 3 1
l FERC i ACCOUNT DESCRIPTION 1 l
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l 3-24 Accessory Electric Equipment Screenwell Area Transformers and Equipment '
Reserve Station Transformer Bearing Cooling Tower Switch Boards i
, 325 Miscellaneous Power Plant Equipment i
Compresc.ad Air Systems Miscellaneous Shop Equipment Machine Shop Equipment Laboratory Testing Equipment Office Furniture and Equipment Other General Station Equipment Weather Station Equipment Marine Equipment Kitchen Equipment Fire Protection Equipment Plant Communications Telephone System Security Equipment Radiation Monitoring Equipment Gasoline Storage Equipment 353 Transmission Station Equipment 390 Structures and Improvements Visitors Information Center 391 Office Furniture and Equipment 392 Transportation Equipment COMPLETED CONSTRUCTION NOT CLASSIFIED PROJECT NO. DESCRIPTION CONSTRUCTION WORK IN PROGRESS PROJECT NO. DESCRIPTION 1
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Page 1 of 3 EXHIBIT B Support Facilities B.01 Definition of Support Facilities. At the date of signing, the following shall be the Support Facilities:
ELECTRIC PLANT IN SERVICE FERC ACCOUNT DESCRIPTION 353 Transmission Station Equipment Telemetering Equipment COMPLETED CONSTRUCTION NOT CLASSIFIED l PROJECT NO. DESCRIPTION 99-0182 Surry Nuclear Training Simulator 99-0313 Personnel Radiation Monitoring Exposure System 99-2291 Nuclear Station Emergency Plan Communication System Total Completed Construction Not Classified CONSTRUCTION WORK IN PROGRESS PROJECT NO._ DESCRIPTION
EXHIBIT B Page 2 of 3 Thereafter, Support Facilities shall mean all those Facilitien, I
wherever situated, including, but not limited to, both real and personal property, exclusive of Nuclear Fuel, Operating Inventory and Major Spare Parts, which are purchased, leased or otherwise obtained for the construction, operation and mainte-i nance of one or more Unit (s) located at the North Anna Nuclear Power Station and one or more nuclear Unit (s) located at Vept,'s Surry Nuclear Power 3tation or at such other location as Vepca may have an interest in any nuclear facility and are listed ir. the following accounts in accordance with the Uniform System of Accounts:
Plant In Service CCNC Acet. 101 Acet. 106 321 - Structures and Improvements 325 - Miscellaneous Power Plant Equipment 353 - Transmission Station Equipment l 397 - Communication Equipment I
Construction Work In Progress B.02 Old Domfnion's Percentage Ownership Interest in Support Facilities. (a) Except as otherwise modified by the operation of Sections 15.03, 16.01 or 16.02 hereof, Old Dominion's Percentage Ownership Interest in any Support i
Facility shall be an undivided ownership interest determined in accordance with the following formula:
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EXHIBIT B Page 3 of 3 Sum of Old Dominion Percentage Ownership Interests SFOI = in all Units that the Support Facility serves Number of units served by Support Facility (b) It is the intention of the Parties that the formula be reapplied at any time that the number of units served by any Support Facility changes for any reason. In any case where ownership interest of the Parties are adjusted, the provisions of Section 16.04 hereof shall apply and appropriate payment shall be made pursuant to Section B.03 hereof.
B.03 Investment and Cost Responsibilities of the Parties for Support Facilities. The investment and cost responsibilities of the Parties for any Support Facility will be shared in proportion to the Parties' then current ownership interest in that Support Facility. Upon any adjustment in Old Dominion's Percentage Ownership Interest in any Support Facility, payment shall be to the Party whose ownership de-creased, so that the percentage investment (including all cost components comprising New Investment, undepreciated) of each Party shall be equal to that Party's percentage ownership in-terest in the respective Support Facility.
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Page 1 of 7 EXHIBIT C Major Spare Parts C.01 Description of Major Spare Parts. Those major items, each costing more than $100,000, as follows:
Electrical Generator Transferred From N.A. 3 Under Improvement Project No. IR 7041 Turbine Rotors - For N.A. Units 1 & 2 Improvement Project No. 4841; Stored At Westinghouse, near Charlotte, N.C.
Reactor Cooling Pump Motor -
7000 HP for N.A. Units 1 & 2 Full Length Rod Cluster Assembly -
Control 17 x 17, P/N 1186 F66G02 P.O. & Line No. 32080001 Improvement Project No. 4324 Turbine Rotor N. A. Unit 1 Improvement Project No. 4856 Out for Repair at Westinghouse, near Charlotte, N.C.
Major Spare Parts shall also include any other major items that the Parties agree (i) to keep in inventory and (ii) to desig-nate as Major Spare Parts for possible use in replacing similar items in units located not only at the North Anna Nuclear Power Station but also at other power stations. Such designation shall state the units that the Major Spare Part is designated to serve.
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EXHIBIT C Page 2 of 7 C.02 Old Dominion's Percentage Ownership Interest in Major Spare Parts. (a) Except as otherwise modified by the operation of Sections 15.03, 16.01 or 16.02 hereof, Old Dominion shall own its Old Dominion's Percentage Ownership Interest in any Major Spare Part until such Major Spare Part is used in a unit other than the Units. Upon use in any such unit, Vepco shall purchase such Major Spare Part from Old Dominion in accordance with C.04 hereof.
i (b) Vepco agrees to pay carrying charges on the owner-ship interest in each Major Spare Part. Such ownership inter-est shall be determined in accordance with the following formula:
Sum of Old Dominion's Percentage Ownership Interest OI = .125 - in any Unit that the Major Spare Part serves Number of units served by the Major Spare Part 3
All such carrying charges will be determined in accordance with the provisions of C.04(B) hereof.
(c) It is the intention of the Parties that the formula be reapplied at any time that the number of units served by any Major Spare Part changes for any reason. In any case where ownership interest of the Parties are adjusted, the provisions of Section 16.04 hereof shall apply and appropriate l
payment shall be made pursuant to Section C.04 hereof. '
C.03 Ownership Responsibilities - Major Spare Parts.
Vepco may make use of any Major Spare Part in any of the units at the North Anna Nuclear Power Station or other power stations for which such parts have been designated to serve in
EXHIBIT C Page'3 of 7 i
accordance with Section C.01 hereof and in accordance with the following conditions:
A. If at any time a unit at the North Anna Nuclear Power Station or other power stations has need of a Major Spare Part to replace any part of an equiva-lent item that has been damaged, such Major Spare Part may be used in such unit; provided that anoth-
- e. unit (for which the part has been designated in accordance with Section C.01 hereof) located at ei-ther station had not been damaged earlier and made prior claim to use such Major Spare Part.
B. When a Major Spare Part is used in any unit, Vepco and Old Dominion shall have an obligation either to (i) *epair such damaged item or (ii) to acquire a new item in place of the damaged item, as expedi-tiously as possible, and to return it to the original location of the Major Spare Part that was used. Payment therefor will be in accordance with Section C.04 hereof.
Any time that any Major Spare Part is used in any unit other than the Units, Vepco shall be obliged to make payment to Old Dominion. The adjustment of ownership interest at the time a Major Spare Part is used shall conform, in all respects, to the provisions of Section 16.04 hereof.
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EXHIBIT C Page 4 of 7 C.04 Cost Responsibilities - Major Spare Parts. Cost and payment responsibilities of the Parties for the Major Spare Parts shall be determined in accordance with the following:
A. Subject to the provisions of Section C.04 (D) ,
hereof, the responsibility of the Parties for any New Investment or costs for any Major Sparc Part will be shared in proportion to the Parties then current ownership interest in that Major Spar-Part.
B. Vepco shall pay car ring charges on the ownership interest stated in Section C.02(b), based upon the same principles under which carrying charges are paid pursuant to Appendix C of the Interconnection and Operating Agreement, excluding cancellation costs and the 15 percent mark-up reflected therein.
C. Upon the use of any Major Spare Part in a non-North Anna unit, Vepco shall pay Old Dominion the amount necessary so that Old Dominion's net investment as reflected on Old Dominion's books in that Major I Spare Part is $0. Upon the use of any Major Spare Part in a Unit,'Vepco will cease paying carrying charges pursuant to Section C.02(b) on that Major Spare Part until a replacement Major Spare Part is acquired. The provisions of Section 16.04 shall apply to any adjustment under that Section.
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EXHIBIT C Page 5 of 7 D. The Parties shall pay for any replacement Major Spare Part, subject to the next sentence, in proportion to their respective ownership interests in the unit in which the Major Spare Part was used, but the investment attributed to the replacement Major Spare Part when such part is designated as a Major Spare Part shall be equal to the dollar amount initially invested in the Major Spare Part that was used in the Unit needing that part.
Accordingly, when the repaired or replacement part is designated a Major Spare Part, a payment shall be made to the appropriate Party so that the then resulting investment of the Parties in the Major Spare Part shall be equal to the investment of the Parties in the Major Spare Part that was used in the Unit needing that part.
E. Upon any adjustment in Old Dominion's Percentage ownership Interest in any Major Spare Part pursuant to Section C.02(c), payment shall be made to the l Party whose ownership interest decreased, so that l
l the percentage investment (including all cost com-ponents comprising New Investment, undepreciated) of each Party shall be equal to that Party's per-l centage ownership interest in the respective Major Spare Part.
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EXHIB8T C Page 6 of 7 C.05 Hypothetical Illustration.
Hypothetical Illustration of Cost Responsibility Associated With Ownership, Use and Replacement of Major Spare Parts Pursuant to Exhibit C
- 1. Major Spare Part - Net Investment $10,000,000
- 2. Ownership Responsibility VEPCO 87.5% $ 8,750,000 CDEC 12.5% $ 1,250,000 Case (1) Major Spare Part Utilized at the Surry Nuclear Power State
- Replacement Costs More
- 1. Payment to CDEC at the time Major Spare Part is taken from its storage location $ 1,250,000
- 2. Cost of replacement (FOB) paid by VEPCO (100%) $20,000,000
- 3. Payment by ODEC at the time Major Spare Part is replaced in its original location $ 1,250,000
- 4. Net Investment in the Major Spare Part for computation of cost responsibility when such part is next utilized $10,000,000 I
l Case (2) Major Spare Part Utilized at the North Anna Nuclear Power Station
- Replacement Costs More l
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- 1. No payment at the time Major Spare Part is taken from its storage location $
- 2. Cost of replacement (FOB) paid by:
VEPCO (87.5% x $20,000,000) $17,500,000 CDEC (12.5% x $20,000,000) $ 2,500,000
- 3. Net Investment in the Major Spare Part for computation of cost responsibility when such part is next utilized $10,000,000 i
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EXHIBIT C Page 7 of 7 Case (3) Major Spare Part Utilized at the Surry Nuclear Power Station
- Replacement Costs Less
- 1. Payment to ODEC at the time Major Spare Part is taken from its storage location $ 1,250,000
- 2. Cost of replacement (FOB) paid by VEPCO (100%) $ 5,000,000
- 3. Payment by ODEC at the time Major Spare Part is replaced in its ori~ginal location $ 1,250,000
- 4. Net Investment in the Major Spare Part for computation of cost responsibility when such part is next utilized $10,000,000 Case (4) Major Spare Part Utilized at the North Anna Nuclear Power Station
- Replacement Costs Less
- 1. No payment at the time Major Spare Part is taken from its storage location $
- 2. Cost of replacement (FOB) paid by:
VEPCO (87.5% x $5,000,000) $ 4,375,000 ODEC (12.5% x $5,000,000) $ 625,000
! 3. Net Investment in the Major Spare Part I
for computation of cost responsibility when such part is next utilized $10,000,000
Page 1 of 1 EXHIBIT D North Anna Unit 1 All property of Vepco appearing in the following accounts on Vepco's books of account that is defined as North Anna Unit 1 in this Agreement as well as the Construction Work in Progress and the Completed Construction Not Classified re-lated thereto:
FERC ACCOUNT DESCRIPTION 321 Structures and Improvements 322 Reactor Plant Equipment 323 Turbogenerator Units 324 Accessory Electric Equipment 325 Miscellaneous Power Plant Equipment i
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Page 1 of 1 EXHIBIT E North Anna Unit 2 All property of Vepco appearing in the following accounts on Vepco's books of account that is defined as North Anna Unit 2 in this Agreement as well as the Construction Work in Progress and the Completed Construction Not Classified re-lated thereto:
FERC ACCOUNT DESCRIPTION 321 Structures and Improvements 322 Reactor Plant Equipment 323 Turbogenerator Units 324 Accessory Electric Equipment 325 Miscellaneous Power Plant Equipment l
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Page 1 of 1 EXHIBIT F
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Old Dominion Members BARC Electric Cooperative Millboro, VA Central Virginia Electric Cooperative Lovingston, VA Community Electric Cooperative Windsor, VA Craig-Botetourt Electric Cooperative New Castle, VA Mecklenburg Electric Cooperative Chase City, VA Northern Neck Electric Cooperative Warsaw, VA Prince George Electric Cooperative Waverly, VA
- Prince William Electric Cooperative Manassas, VA Rappahannock Electric Cooperative Bowling Green', VA Shenandoah Valley Electric Cooperative Dayton, VA Southside Electric Cooperative Crewe, VA
- Tri-County Electric Cooperative Leesburg, VA
Page 1 of 8 EXHIBIT G Form of Special Warranty Deed THIS SPECIAL WARRANTY DEED, dated as of the _ day of i
, 1983, between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation ("Vepco"), and OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and trans-mission cooperative ("Old Dominion"), Vepco and Old Dominion being hereinafter called the " Parties", recites and provides:
RECITALS:
- 1. By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"),
between the Parties, Vepco agreed to sell and Old Dominion cgreed to purchase a 12 1/2 percent undivided interest in certain real property located in the Counties of Louisa, Orange
- and Spotsylvania, Virginia, known as the North Anna Nuclear I
l Power Station and more particularly described on the attiched l
Schedule A (the " Property").
- 2. Pursuant to the Purchase Agreement, Vepco now de-sires to grant and convey such 12 1/2 percent undivided inter-est in the Property to Old Dominion.
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' EXHIBIT G Page 2 of 8 ;
CONVEYANCE:
NOW, THEREFORE, for and in consideration of ten dollars
($10) paid by Old Dominion and other good and valuable consid-eration, the receipt and sufficiency of which is hereby ac-knowledged, Vepco, subject to the exceptions, reservations, easements, conditions, restrictions, encumbrances, covenants, agreements, limitations and waivers hereinafter described, hereby grants and conveys to Old Dominion, with special warran-ty, a 12 1/2 percent undivided interest in the Property, as de-scribed in Schedule A hereto, as tenants in common with Vepco.
This conveyance is subject to all existing exceptions, reservations, easements, conditions, restrictions, encumbrances, covenants, agreements, limitation and waivers that may apply to the Property or any part thereof, including but not limited to, the Permitted Encumbrances, the provisions for Waiver of Partition set forth in Article X of the Purchase Agreement and all of the provisions of the Basic Agreements.
The Purchase Agreement together with an Interconnection and Operating Agreement dated as of December 28, 1982, between Vepco and Old Dominion and a Nuclear Fuel Agreement dated as of December 28, 1982, between Vepco and Old Dominion are incorpo-rated herein by reference and copies thereof are attached
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hereto as Appendices I, II and III, respectively.
EXHIBIT G Page 3 of 8 Terms used herein and defined in the Purchase Agreement, but not otherwise defined herein, shall be deemed to have the meanings specified in the Purchase Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused three counterparts of this Deed, each of which shall be deemed to be an original, to be executed, and their respective corpo-rate seals to be hereunto affixed and attested, by their respective duly authorized corporate officers.
[
VIRGINIA ELECTRIC AND POWER COMPANY
[ SEAL] By President ATTEST:
Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE I
[ SEAL) By President Attest:
l Secretary l
EXHIBIT G Page 4 of 8 COMMONWEALTH OF VIRGINIA CITY OF RICHMOND, to-wit:
The foregoing instrument was acknowledged'before me in the City of Richmond, Virginia this day of ,
1 198_, by and , as President and Assistant Corporate Secretary, respectively, of VIRGINIA ELECTRIC AND POWER COMPANY; a Virginia corporation, on behalf of the corporation.
l My commission expires:
Notary Public COMMONWEALTH OF VIRGINIA
- OF , to-wit
The foregoing instrument was acknowledged before me in the City of Richmond, Virginia, this day of ,
198_, by and , as President l
and Assistant Secretary, respectively, of OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission coopera-tive, on behalf of the cooperative.
My commission expires:
Notary Public i
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EXHIBIT G Pega 5 of 8 Schedule A !
Schedule A to Deed frorn Virginia Electric and Power Company to Old Dominion Electric Cooperative ALL that certain piece or parcel of land, together with all im-provements thereon and appurtenances thereunto belonging, lying and being in the Counties of Louisa, Orange and Spotsylvania, Virginia, more particularly described as follows:
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EXHIBIT G Page 6 of 8 Appendix I Appendix I to Deed between Virginia Electric and Power Company and Old Dominion Electric Cooperative (Purchase Agreement]
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EXHIBIT G Page 7 of 8
. Appendix II Appendix II to Deed between Virginia Electric and Power Company and Old Dominion Electric Cooperative 1
[ Interconnection and Operating Agreement]
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EXHIBIT G Page 8 of 8 Appendix III Appendix III to Deed between Virginia Electric and Power Company and Old Dominion Electric Cooperative (Nuclear Fuel Agreement]
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l Page 1 of 6 EXHIBIT H Form of Assignment Agreement THIS ASSIGNMENT AGREEMENT, dated as of the day of
, 1983, between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation ("Vepco"), and OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and trans-mission cooperative ("Old Dominion"), recites and provides as follows:
RECITALS:
- 1. By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"),
between Vepco and Old Dominion, Vepco agreed to sell certain real and personal property to Old Dominion.
l 2. Pursuant to the Purchase Agreement and simulta-neously with the delivery of this Agreement, Vepco has conveyed i
to Old Dominion by a deed dated ,
19__ (the I " Deed"), a 12 1/2 percent undivided interest in a tract or
- parcel of land located in the Counties of Louisa, Orange and l
Spotsylvania, Virginia, known as the North Anna Nuclear Power Station, and more particulary described on the attached Appendix A (the " Property").
EXHIBIT H Page 2 of 6 1
- 3. The Purchase Agreement together with an Interconnection and Operating Agreement dated as of December 28, 1982, between Vepco and Old Dominion and a Nuclear Fuel Agreement dated as of December 28, 1982, between Vepco,and Old Dominion are attached to the Deed and recorded therewith in the Clerk's Office of the Circuit Court of the Counties of Louisa, Orange and Spotsylvania, Virginia.
- 4. Vepco now desires to sell and assign to Old Dominion a 12 1/2 percent undivided interest in the hereinafter described intangible personal property associated with the Property.
ASSIGNMENT AGREEMENT:
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10), the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vepco, subject to the matters hereinafter set forth, hereby sells, transfers, grants, sets over, conveys and assigns to Old Dominion a 12 1/2 percent un-divided intciest in and to all right, title, interest, estate and benefit of Vepco in, to and under all contracts, plans, I
specifications, surveys, governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals and other similar documents listed on the attached Appendix B (collectively, the " Contracts") relating to or in any way
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EXHIBIT H Page 3 of 6 cpplicable to or in connection with the purchase, repair, construction, operation and ownership of Property and the Facilities.
The Contracts are expressly subject to the provisions for Waiver of Partition set forth in Article X of the Purchase Agreement and all exceptions, reservations, easements, waivers, conditions, licenses, restrictions, encumbrances, covenants, egreements, limitations and waivers that may ap ..' y to the .
Contracts or any portion or part thereof, including but not limited to, the provisions of the Basic Agreements.
Old Dominion has joined in the execution hereof to evi-dence that it hereby (i) accepts this assignment, (ii) assumes a proportionate share of all the duties and obligations under l
l the Contract (s) that is equal to Old Dominion's Percentage Ownership Interest from time to time (aggregated, if necessary) in the component of the Facilities affected by such Contract (s) and (iii) agrees to perform a proportionate share of all such duties and obligations that is equal to Old Dominion's Percentage Ownership Interest from time to time (aggregated, if necessary) in the component of the Facilities affected by such Contract (s).
Terms used herein and defined in the Purchase Agreement, but not otherwise defined herein, shall be deemed to have the meanings specified in the Purchase Agreement.
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EXHIBIT H Page 4 of 6 The provisions of this Assignment Agreement shall inure I to the benefit of and be binding upon the successors and assigns to the parties hereto. I IN WITNESS WHEREOF, Vepco and Old Dominion have caused this Assignment Agreement to be executed, and their respective corporate seals to be hereunto affixed and attested, by their respective duly authorized corporate officers.
VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation By:
President
[ SEAL]
ATTEST:
l Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE, a
, Virginia generation and transmission cooperative f
l By: _ President l
[ SEAL)
Attest:
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Secretary i
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EXHIBIT H Page 5 of 6 Appendix A Appendix A to an Assignment Agreement dated , 1983 between Vepco and Old Dominion (Description]
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EXHIBIT H Page 6 of 6 Appendix B i
Appendix B to an Assignment Agreement dated , 1983 between Vepco and Old Dominion CONSTRUCTION PERMITS
- 1. United States Atomic Energy Commision; Issuance of Construction Permit Nos. CPPR-77 and CPPR-78 for the Virginia Electric and Power Company to construct North Anna Power Station Units 1 and 2, dated February 19, 1971.
- 2. United States Atomic Energy Commission; Issuance of Amendment No. 1 to Construction Permit Nos. CPPR-77 and CPPR-78, dated April 14, 1971.
- 3. United States Atomic Energy Commission Issuance of Amendment No. 2 to Construction Permit Nos. CPPR-77 and CPPR-78, dated October 17, 1972.
- 4. United States Nuclear Regulatory Commission; Extension of the Completion Dates for Constructing CPPR-77 and CPPR-78 from August 1, 1974 and August 1, 1975 respec-tively to March 1, 1977 and May 1, 1978, respectively.
Issuance of the extension is dated April 15, 1975.
- 5. United States Nuclear Regulatory Commission; Issuance of Amendment No. 3 to Construction Permit Nos. CPPR-77 and CPPR-78, dated April 9, 1976.
U. S. NUCLEAR REGULATORY COMMISSION OPERATING LICENSE
- 1. North Anna Power Station, Unit No.1, Facility Operating License, including Appendix A and B Technical Specifications for fuel loading, issued on November 26, 1977.
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- 2. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 1, dated January 26, 1978, allowing North Anna Unit No. 1 to operate in a hot standby position.
- 3. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 3, dated April 1, 1978, allowing North Anna Unit No. 1 to operate at 100%
power.
- 4. North Anna Power Station, Unit No. 1, Facility Operating License Amendment No. 4, dated May 8, 1978, deleting license conditions 2.D(3)(a) and 2.D(3)(n).
- 5. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 5, dated May 19, 1978, issued to resolve the NPS'i problem for the recirculation spray pumps.
- 6. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 6, dated June 23, 1978, revising the recirculation spray flow of the low-head safety injection pumps and a revision to the cas-ing cooling pump discharge pressure.
- 7. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 7, dated July 3, 1978, revising license condition 2.D(3)(j).
- 8. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 8, dated March 6, 4
1979, revising the implementation of fire protection modifications, license condition 2.D(3)(f) and Technical Specification 3.9.7.
- 9. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 9, dated February 23, 1979, incorporating the site security plan.
- 10. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 10, dated April 27, 1979, revising the Technical Specifications which in-volve in-service inspection of flow splitter plates, displacement of reactor coolant pumps and loose parts monitoring.
- 11. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 11, dated June 14,
- 1979, incorporating surveillance requirements for the emergency diesel generator batteries.
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- 12. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 12, dated June 23, 1979, revising the maximum allowable settlement values of Class I Structures.
- 13. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 13, dated August 3, 1979, allowing a one time extension to the surveillance frequency for response time testing of systems, safety injection and containment depressurization actuation testing and deleting license conditions 2.D(3)(d) and i
2.D(3)(e).
- 14. North Anna Power Station, Unit No. 1, Facility Operating License Amendment No. 14, dated August 17, 1979, permits the increased storage of fuel in the spent fuel pool.
- 15. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 15, dated September 14, 1979, allowing a one time extension to the surveil-lance frequency for response time testing of systems, safety injection and containment depressurization actuation testing.
- 16. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 16, dated December 28, 1979, deleting various license conditions due to their completion.
! 17. North Anna Power Station, Unit No. 1, Facility
, Operating License, Confirmatory Order, dated January 2, i 1980, confirming the implementation of all Category A lessons learned requirements.
- 18. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 17, dated May 19, 1980, revising Vepco's new management reorganization.
- 19. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 18, dated May 19, 1980, correcting an administrative error.
- 20. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 19, dated August 5, 1980, deleting various license conditions and Technical Specifications due to their completion.
- 21. North Anna Power Station, Unit No. 1, Facility Operating License, Revision to the Order for
, Modification of License dated August 29, 1980, dated September 19, 1980.
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- 22. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 20, dated October 3, 1980, revising the Safeguards Contingency Plan.
- 23. North Anna Power Station, Unit No.1, Facility Operating License, Order for Modification of License Concerning Environmental-Qualification of Safety-Related Electrical Equipment, dated October 24, 1980.
- 24. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 21 dated November 19, 1980, revising license condition 2.D(3)(j).
- 25. North Anna Power Station, Unit No. 1,. Facility Operating License, Amendment No. 22, dated December 10, 1980, revising the axial power distribution surveil-lance turn on power and part power axial flux differ-ence limits.
- 26. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 23, dated December 30, 1980, deleting water quality requirements from the Environmental Technical Specifications and including the Environmental Protection Plan.
- 27. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 24, dated March 18, 1981, revising charging pump operability.
- 28. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 25, dated March 20, 1981, including a requirement for a Cuard Training and Qualification Plaa.
- 29. North Anna Power Station, Unit No 1, Facility Operating License, Amendment No. 26, dated March 24, 1980, revising the snubber Technical Specifications.
- 30. North Anna Power Station, Unit No. 1, Facility Operating License, Order for Modification of License Concerning Primary Coolant System Pressure Isolation Valves, dated April 20, 1980.
- 31. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 27, dated April 29, 1980, increasing new and spent fuel enrichments of U-235.
- 32. North Anna Pcwor Station, Unit No. 1, Facility Operating License, Amendment No. 28, dated May 14, 1981, revise the channel functional test frequency for the loss of power circuitry fren 31 days to bimonthly.
- 33. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 29, dated May 14, 1981, deleting a snubber.
- 34. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 30, dated May 22, 1981, reflecting the corpor~ ate and plant reorganiza-tions.
- 35. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 31, dated May 28,
- 1981, cleaning up completed license conditions.
- 36. North Anna Power Station, Unit No.1, Facility Operating License, Amendment No. 32, dated June 2, 1981, revising the decay heat removal capability, adding two Category A lessons learned items and revising the maintenance of minimum water level above fuel assemblies.
- 37. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 33, dated November 5, 1981, revising the inservice surveillance requirements of safety related snubbers.
- 38. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 34, dated December 9, 1981, revising the tes~,ing frequency for pressurizer PORV testing.
- 39. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 35, dated December 31, 1981, revising the requirements for determining the Quadrant Power Tilt Ratio when above 75% power with one Power Range Channel inoperable.
- 40. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 36, dated January 19, 1982, increasing the enrichment for new and spent fuel of U-235.
- 41. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 37, dated February 5, 1982, revising Exy and the axial power distribution limits.
- 42. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 38, dated March 25, 1982, adding two containment isolation valves.
)
- 43. North Anna Power Station, Unit No. 1, Facility Operating License Amendment No. 39, dated April 13, 1982, revising the heat flux hot channel factor.
- 44. North Anna Power Station, Unit No.'1, Facility Operating License, Amendment No. 40, dated May 6, 1982, providing one-time relief from the 18 month surveil-lance frequency for testing snubbers greater than 50 kips.
- 45. North Anra Power Station, Unit No. 1, Facility Operating License, Amendment No. 41, dated August 4,
- 1982, providing relief from sampling chlorides and flu-orides when the RCS is drained below the reactor pres-sure nozzle and the internals and/or head are in place.
- 46. North Anna Tower Station, Unit No. 1, Facility Operating License, Amendment No. 42, dated October 4, 1982, revising the average RCS temperature from 580.3 F to 582.8 F.
- 47. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 43, dated October 20, 1982, adding 20 containment isolation valves to the Technical Specifications.
- 48. North Anna Power Station, Unit No. 1, Facility Operating License, Amendment No. 44, dated November 9, 1982, deleting the requirement for Type C testing con-tainment isolation valve TV-SV102-2.
- 49. North Anna Power Station, Unit No. 2, Facility l
Operating License, including Appendix A and B Technical Specifications for fuel loading, issued on April 11, 1980.
- 50. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 1, dated July 3, 1980,
- allowing North Anna Unit No. 2 to conduct special low power testing.
- 51. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 2, dated August 18, 1980, providing exceptions to the Technical Specifications for conducting water hammer demonstra-tion tests.
1 52. North Anna Power Station, Unit No. 2, Facility i
Operating License, Order for Modification of License Concerning Environmental Qualification of Safety-Related Electrical Equipment, dated November 7, 1980.
- 53. North Anna Power Station, Unit No. 2, Facility Operating License, Issuance of Facility Operating License NPF-7, dated August 21, 1980, allowing North Anna Unit No. 2 to operate at full power.
- 54. North Anna Power Station, Unit No. 2, Facility i Operating License, Amendment No. 3, dated December 30, t 1980, deleting water quality requirements from the Environmental Technical Specifications and including the Environmental Protection Plan.
- 55. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 4 dated February 10, 1981, revising the time required to complete the piping reanalysis for multi-structure Amplified Response Spectra.
- 56. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 5, dated March 18, 1981, revising charging pump operability requirements.
- 57. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 6, dated March 20, 1981, including a requirement for a Guard Training and Qualification Plan.
- 58. North Anna Power Station, nit No. 2, Facility '
Operating License, Amendment No. 7, dated April 29, 1981, providing a one-time 30 day extension to the sur-veillance frequency requirements regarding the 125 volt direct current battery 18 month testing.
- 59. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 8, dated April 29, 1981, increasing new and spent fuel enrichments of 4
- 60. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 9, dated May 14, 1981, revising the channel functional test frequency for the loss of power circuitry from 31 days to bimonthly.
- 61. North Anna Power Station, Unit No. 2, Facility operating License, Amendment No. 10, dated May 15, 1981, deleting a snubber.
- 62. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 11, dated May 22, 1981, reflecting the corporate and plant reorganiza-tions.
- 63. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 12, dated Septmeber 22, 1981, revising the completion date for the Relief and Safety Valve Test Requirements.
- 64. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 13, dated November 5, 1981, revising the inservice surveillance requirements j for safety related snubbers.
} 65. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 14, dated December 31, 1981, revising the implementation dates of license conditions 2.C(21)(e), 2.C(2)(i), subsections (iii),
(iv) and (v) and 2.C(21)(j).
- 66. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 15, dated December 31, 3
1981, revising the requirements for determining the Quadrant Power Tilt Ratio when above 75% power with one Power Range Channel inoperable.
, 67. North Anna Power Station, Unit No. 2, Facility
)
Operating License, Amendment No. 16, dated January 19, 1982, increasing the enrichment -for new and spent fuel of U-235.
- 68. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 17, dated February 5, 1982, revising Exy and the axial power distribution limits.
- 69. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 18, daed February 18, 1982, providing a one-time two week extension to sur-veillance frequency requirements for the 8 month hy-draulic snubber testing requirement.
- 70. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 19, dated March 25, 1982, adding two containment isolation valves.
- 71. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 20, dated April 13, 1982, revising the limit of the heat flux het channel factor.
- 72. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 21, dated May 3, 1982, revising license condition 2.C(10).
- 73. North Anna Power Station, Unit No. 2, Facility.
Operating License, Amendment No. 22, dated May 3, 1982, revising the completion date regarding diesel generator reliability.
- 74. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 23, dated May 4, 1982, revising license condition 2.C(4)(c).
- 75. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 24, dated May 6, 1982, providing one-time relief from the 18 month surveil-lance frequency for testing snubbers greater than 50 kips.
- 76. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 25, dated May l' 1982, adding 20 containment isolation valves to the Technical Specifications.
- 77. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 26, dated August 10, 1982, revising the completion dates for license conditions 2.C(21)(d), 2.C(21)(e) and 2.C(21)(1) subparts (iii) and (v).
- 78. North Anna Power Station, Unit No. 2, Facility Operating License, Amendment No. 27, dated October 29, 1982, revising the completion dates of license conditions 2.C(15)(h)(2) and 2.C(15)(h)(4).
l SPECIAL NUCLEAR MATERIALS LICENSE
- 1. North Anna Power Station, Unit No. 1, Issuance of Special Nuclear Materials License No. SNM-1600, dated April 16, 1976. i
- 2. North Anna Power Station, Unit No. 1, Amendment to Special Nuclear Materials License No. SNM-1600, dated November 10, 1976.
- 3. North Anna Power Station, Unit No. 1, Amendment to -
Special Nuclear Materials License No. SNM-1600, dated March 17, 1971.
- 4. North Anna Power Station, Unit No. 1, Amendment to Special Nuclear Materials License No. SNM-1600, dated November 16, 1977.
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- 5. North Anna Power Station, Unit No. 2, Issuance of Special Nuclear Materials License No. SNM-1801, dated February 22, 1978.
- 6. North Anna Power Station, Unit No. 2, Amendment to Special Nuclear Materials License No. SNM-1801, dated
. August 31, 1978.
- 7. North Anna Power Station Unit No. 2, Amendment to Special Nuclear Materials License No. SNM-1801, dated February 27, 1979.
- 8. North Anna Power Station, Unit No. 2, Amendment to Special Nuclear Materials License No. SNM-1801, dated December 28, 1979.
BYPRODUCT MATERIAL LICENSE
- 1. North Anna Power Station, Unit Nos. 1 and 2, Issuance of Byproduct Material License No. 45-13670-02, dated July 11, 1975.
- 2. North Anna Power Station, Unit Nos. 1 and 2, Amendment No. 1 to Byproduct Material License No. 45-13670-02, dated February 23, 1977.
NOTE: The current Source Material Licenses, Byproduct Material Licenses and Special Nuclear Material Licenses are located within the North Anna 1 and 2 Facility Operating Licenses.
- 3. United States Atomic Energy Commission, Certification l for the Radwaste Treatment Systems at North Anna Unit i Nos. 1 and 2, dated November 12, 1973.
I STATE AGENCIES
- 1. Commonwealth of Virginia, Water Control Board; 401 Certificate issued to the Virginia Electric and Power Company for North Anna Power Station, dated February 11, 1972.
discharge permit, dated, July 7, 1982.
- 3. Commonwealth of Virginia, Department of Health, Waterworks Operation Permit, dated July 20, 1977.
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- 4. Commonwealth of Virginia, Department of Heal'h, t Amendment to the Waterworks Operation Permit, dated August 30, 1982.
- 5. Commonwealth of Virginia, Department of Health, Issuing approval to the State Water Control Board for the 0.03 MGD Wastewater Treatment Facility that serves North Anna Unit Nos. 1 and 2, dated June 11, 1979.
- 6. Commonwealth of Virginia, Air P611ution Control Board, Approval for installation and operation of the pit burner, dated February 10, 1981.
- 7. Commonwealth of Virginia, Air Pollution Control Board, Approval to install a batch cement plant for North Anna Unit Nos. 1 and 2, dated May 23, 1973.
- 8. Commonwealth of Virginia, Soil and Water Conservation Department, Approval of the erosion and sediment control plan for the new training center at North Anna Pcwer Station, dated October 14, 1981.
- 9. Commonwealth of Virginia, Department of Highways, Permit to install and attach a 12" corrugated metal pipe to bridge to house temperature monitor between a bridge over the North Anna River at the Louisa-Spotsylvania County line, dated August 5, 1977.
- 10. Commonwealth of Virginia, Department of Highways and Transportation, Extension of Permit No. 762916, Route 601, Louisa County, dated March 24, 1978.
- 11. Commonwealth of Virginia, State Corporation Commission, Approval to construct two 500 kV electric transmission lines ani a substation that will extend to Spotsylvania County and into Caroline County, dated January 9, 1973.
- 12. Commonwealth of Virginia, Department of Highways, Agreement between the State Highway Commissioner of Virginia and VEPCO Concerning Construction, Relocation, and Abandonment of Roads and Bridges in the Primary System of State Highways in the Area of the Proposed North Anna Reservoir in Louisa and Spotsylvania Counties, Virginia, dated January 9, 1970.
- 13. Commonwealth of Virginia, Department of Highways,
- Agreement between the State Highway Commissioner of i Virginia and VEPCO Concerning Construction, Relocation and Abandonment of Roads and Bridges in the Primary System of State Highways in the Area of the Proposed North Anna Reservoir in Louisa and Spotsylvania
- Counties, Virginia, dated April 2, 1970.
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Commonwealth of Virginia, Department of Highways, f
- 14. i Agreement between the State Highway i ry d
Commissione and Abandonment of Roads and Bridges in the Pr m North Anna Reservoir in Louisa dated November and 4, Spotsylvania 1971.
Counties, Virginia, FEDERAL AGENCIES ig United States Environmental Protection Agency, Grant n 1.
Interim Status under Section dated August 3005(e) 26, 1981.
of the Resource Conservation and Recovery Act, Department of the United States Department of Defense, " bouys 2.
Army, Authorization to establich six Waterway Marking System " Underwater Obstruction Uniform State Louisa in Lake Anna at various dated locations July 22, near Louisa, 1974.
County, Virginia, Department of the 3.
United States Department of Defense, Permit to establish 14 Army, Corps of Engineers, Uniform Waterway Marking System bouys in La dated April 5, 1974. EWPCA United States Environmental Prote'etion Agency, dated October Section 402 (Effluent Discharge) Permit, 4.
15, 1981.
COUNTY AGENCIES Authorization to
- 1. Louisa Countydated Board Juneof30, Supervisors, 1981. dispose of non-contamin County Landfill, N_UCLEAR FUEL CONTRACTS Agreement Vepco
- 1. Uraner:bergbau - GmbH mit Sitz in Bentheim;for Sale a d 1983).
Contract Number 9389 dated August 25, natural uranium Inc.; Agreement for Sale of d Exxon Nuclear Company, 2.
Uranium Concentrates; Vepco Contract Number 9388 da September 9, for delivery in 1982 and 1983).
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- 14. Commonwealth of Virginia, Department of Highways, l Agreement between the State Highway Commissioner of l Virginia and VEPCO Concerning Construction, Relocation and Abandonment of Roads and Bridges in the Primary System of State Highways in the Area of the Proposed North Anna Reservoir in Louisa and Spotsylvania Counties, Virginia, dated November 4, 1971.
FEDERAL AGENCIES
- 1. United States Environmental Protection Agency, Granting Interim Status under Section 3005(e) of the Resource i
Conservation and Recovery Act, dated August 26, 1981.
- 2. United States Department of Defense, Department of the Army, Authorization to establish six Uniform State Waterway Marking System " Underwater Obstruction" bouys in Lake Anna at various locations near Louisa, Louisa County, Virginia, dated July 22, 1974.
- 3. United States Department of Defense, Department of the Army, Corps of Engineers, Permit to establish 14 Uniform Waterway Marking System bouys in Lake Anna, dated April 5, 1974.
United States Environmental Protection Agency, FWPCA
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4.
Section 402 (Effluent Discharge) Permit, dated October i 15, 1981.
4 COUNTY AGENCIES 1
- 1. Louisa County Board of Supervisors, Authorization to dispose of non-contaminated materials in the Louisa County Landfill, dated June 30, 1981.
i NUCLEAR FUEL CONTRACTS
- 1. Uranerzbergbau - GmbH mit Sitz in Bentheim; Agreement for Sale and Purchase of Uranium Concentrates; Vepco Contract Number 9389 dated August 25, 1981 (purchase of n-tur31 uranium as U308 for delivery in 1982 and 1983).
- 2. Exxon Nuclear Company, Inc.; Agreement for Sale of Uranium Concentrates; Vepco Contract Number 9388 dated September 9, 1981 (purchase of natural uranium as U308 for delivery in 1982 and 1983).
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- 3. Conoco, Incorporated; Agreement for Sale of Uranium Concentrates; Vepco Contract Number 9387 dated August 31, 1981 (purchase of natural uranium as U308 for de-livery in 1982).
- 4. Westinghouse Electric Corporation; Agreement for Uranium Supply; Vepco Contract Number 8696.4 dated June 22, 1979, as amended by Amendment Number 1 dated August 29, 1980 (purchase of natural uranium as U308 for de-livery in 1980 through 1994).
- 5. Allied Chemical Corporation; UF6 Conversion Agreement; Vepco Contract Number 8487 dated May 24, 1978, as amended December 5, 1980 (furnishing of uranium conver-sion services from 1978 through 1987).
- 6. Kerr-McGee Nuclear Corporation; Urevium Conversion Agreement; Vepco Contract Number 8343 dated October 21, 1977 (furnishing of uranium conversion services from 1977 through 1985).
- 7. Department of Energy; Agreement for Furnishing Uranium Enrichment Services (Requirements); Vepco Contract Number 6770; DOE Contract Number DE-SC05-72UE04426; dated December 11, 1972 (furnishing of uranium enriching services through 2003).
- 8. Westinghouse Electric Corporation; Fuel Fabrication Contract for North Anna Unit No. 1 and Unit No. 2 Power Station; Vepco Contract Number 6005 dated January 31, 1974, as amended by Amendment No. 1, dated July 21, 1975, Amendment No. 2, dated December 31, 1977 and Amendment No. 3, dated June 22, 1979 (supply of nuclear fuel and associated services).
- 9. Westinghouse Electric Corporation; Burnable Poison Rod Assembly Supply Contract for North Anna Unit No. 1 and Unit No. 2; Vepco Contract Number 8696.5, dated June 22, 1979 (supply of burnable poison rod assemblies from 2 1979 through 1995).
- 10. Transnuclear, Inc.; Contract for Spent Fuel Transportation Services and Equipment; Vepco Contract Number 9645 dated June 1, 1982 (supply of services and equipment for spent fuel transportation through 1991).
- 11. Duke Power Company; Assignment of Uranium Enriching Services Agreement; Vepco Contract Number 9796 dated October 25, 1982 (assignment of 31,414 separative work units of enrichment service).
a
- 12. Department of Energy; Contract for Furnishing Uranium Enrichment Services (Adjustable Fixed-Commitment for Assigned Enrichment Services); Vepco Contract Number 9841 dated January 10, 1983 (supply of 31,414 separative work units of enrichment service).
13 GPU Service Corporation; Agreement Between Virginia Electric and Power Company and Metropolitan Edison Company for the Supply of Ucanium; Vepco Contract Number 9794 dated De: ember 27, 1982 (purchase of natural uranium as U308 of UF6 for delivery in 1983).
PURCHASE ORDERS OF MAJOR COMPONENTS
- 1. McGraw Edison Company, Purchase of two 369.6 MVA, 500Y-22 Kv, single phase transformers and additional parts and testing, dated December 8, 1982. Purchase one additional single phase transformer, dated January 14, 1983.
- 2. General Electric Corporation, Purchase of three 369.6 MVA, 500Y-22 Kv, single phase GSU transformers and ad-ditional parts and testing, dated December 22, 1982.
- 3. Westinghouse Electric Corporation, Purchase of two 550 Kv, 3000A., 40KA independent pole tripping oil-less circuit breaker, dated February 4, 1982.
- 4. Eberline Instrument Corporation, Purchase a Blanket order to replace, repair, calibrate and supply spare parts for H.P. radiation detection instrumentation and
- similar type equipment on an as needed basis' for the l year 1983, dated January 14, 1983.
- 5. Babcock and Wilcox, Purchase material and service for' the repair of one Steam Generator tube end by drilling a 1/4" hole in the existing damaged plug and installa-tion of a tapered welded plug in the tube end, dated October 26, 1982.
- 6. Teledyne Isotopes, Purchase and/or replace TLD ribbons, badges and equipment updates for the Dose Control Program, dated January 14, 1983.
- 7. Teledyne Isotopes, Purchase services for the perfor-mance of radio-chemical analysis of environmental sam-ple in connection with operational monitoring program for the year 1983, dated January 18, 1983.
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- 8. Conam Inspection, Purchase technicians and multifrequency equipment to perform steam generator eddy current examination, dated June 10, 1982.
- 9. Westinghouse Electric Corporation, Purchase technicians and equipment to perform welding and machining services to refurbish two steam generator A and C manways, dated June 25, 1982.
- 10. Siemens Allis, Purchase labor and materials to recondi-tion six 4500 HP Tandam drive motors and provide a written report of the problem, dated May 19, 1982.
- 11. Helgeson Nuclear Services, Provide one mobile whole' body counter, dated April 10, 1982.
- 12. Westinghouse Electric Corporntion, Furnish supervision, labor, material and equipment to sludge lance Unit 1 steam generators, dated August 17, 1982.
- 13. Westinghouse Electric Corporation, Provide personnel to support Unit 1 turbine outage, dated June 7, 1982.
- 14. M. G. Burdett Gas Products Company, Supply nitrogen gas from July 1, 1982 to July 1, 1983, dated September 7, 1982.
- 15. Westinghouse Electric Corporation, Provide two field engineers to assist in the disassembly of Unit 1 gener-ator, dated December 17, 1982.
- 16. Westinghouse Electric Corporation, Provide services of two reactor coolant pump specialists to assist in the disassembly and reassembly of Unit 1 "A" and "B" reac-tor coolant pumps and retain the option to include "C" reactor coolant pump, dated September 3, 1982.
- 17. Westinghouse Electric Corporation, Provide analysis of reactor coolant piping thermal sleeves and calculate the possibilities of continued operation with one ther-mal sleeve being located in the bottom of the reactor vessel, dated September 7, 1982.
- 18. Babcock and Wilcox, Perform full scope tube end repair on steam generators on Unit 1, dated August 20, 1982.
- 19. Airco, Purchase a Blanket Order to supply the require-ments for cylinder gases from now until July 1, 1983, dated July 15, 1982.
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- 20. Westinghouse Electric Corporation, Provide personnel to l support the Unit 2 turbine outage.
- 21. Computer Company, Provide APL Computer Timesharing Service during the period of June 1, 1982 through May 31, 1983, dated May 21, 1982.
- 22. Siemens Allis, Repair and design change four motors, i 4500 HP Tandem drive steam generator feed pump motors, dated March 25, 1982.
- 23. Chem-Nuclear Systems, Inc., Perform treatment, removal and disposal of radioactive waste products only, dated December 30, 1981.
- 24. Westinghouse Electric Corporation, Provide services during reactor disassembly and reassembly during the Unit 1 outage, dated January 26, 1982.
- 25. Westinghouse Electric Corporation, Provide services during reactor disassembly and reassembly during the Unit 2 outage, dated January 26, 1982.
- 26. Westinghouse Electric Corporation, Provide services to disassemble, inspect, repair, if necessary and reassembly Unit 2 generator and exciter, dated March 24, 1982.
- 27. Conam Inspection Division, Provide technicians and multifrequency equipment to perform steam generator eddy current examination of Unit 2 steam generators, dated June 10, 1982.
- 28. CII Services, Inc., Purchase a Blanket Order to cover emergency service, miscellaneous parts and maintenance inspections for air conditioning, heating, ventilating and refrigeration equipment, dated April 30, 1982.
- 29. Exide Electronics, Purchase one uninteruptible power supply, dated February 16, 1982.
- 30. Nuclear Energy Service, Design, fabricate and deliver Poison Spent Fuel Storage Racks, dated March 22, 1982.
- 31. Liebert Corporation, Purchase one non-locking type dis-connect switch, dated May 3, 1982.
- 32. Brown Boveri Electric, Inc., Purchase one motor control center, dated February 18, 1982.
- 33. Anaconda-Ericsson, Inc., Purchase 12,500 Lf, 300 volt instrument cable, single pair no. 20 stranded copper conductor with overall shield and 17,500 Lf, 600 volt fire resistant control cable, 8 conductors, 4 pairs, no. 20 stranded copper conductor with overall shield, dated October 11, 1982.
- 34. Westinghouse Electric Corporation, Purchase sixteen NAMCO qualified limited switches model no. EA18031303 and two NAMCO qualified limited switches model no.
EA18032303, dated January 20, 1983.
- 35. Valcor Engineering Corporation, Furnish and deliver two 3/4" solenoid operated valves, ten sets of operation / maintenance manuals and physi-cal / chemical / mill test reports, dated December 20, 1982.
- 36. Rochester Instrument Systems, Inc., Furnish and deliver nine station battery monitors, four Certificates of Conformance, four seismic test reports, five complete sets of reproductible manufacturing drawings and five installation and maintenance instruction manuals, dated December 30, 1982.
- 37. Amerace Corporation Control Product Division, Furnish and deliver four AGASTAT time delay relay, model
- E7012AB and four AGASTAT time delay relay, model i
- E7012AI, dated January 20, 1983.
- 38. C. E. Thurston & Sons, Inc., Purchase a Blanket Order for delivery of thermal piping insulation and other in-sulating materials, dated January 18, 1983.
- 39. Johnston Pump Company, Purchase various miscellaneous parts for pump maintenance, dated December 31, 1982.
- 40. N. Chasen and Son, Inc., Purchase various office fur-nishings and equipment, dated September 8, 1982.
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- 41. Validyne Engineering Corporation, Purchase equipment to upgrade emergency response capabilities, dated June 6, 1982.
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CONTRACTOR AGREEMENTS
- 1. AMARH, Craft Support-Mechanical.
- 2. Atlantic Nuclear Services *, Craft Support-Mechanical and Electrical.
- 3. Bass Construction, Construction Services.
- 4. Battelle, Mechanical components failure analysis.
- 5. Black and Veatch, Consulting.
- 6. Bost Construction, Construction.
- 7. E. G. Bowles, Construction.
- 8. R. L. Bowman, Craft Support-Electrical.
- 9. Cataract Engineering and Construction *, Technical-Instrumentation and Control.
- 10. Chewning and Wilmer, Inc., Construction.
- 11. Cooperheat, Stress relieving.
- 12. Crane-Mit*, Crane and hoist maintenance.
- 13. James Fox & Sons, Construction.
- 14. Global Erectors, Construction.
- 15. Hankins and Anderson, Consulting.
- 16. Institute for Resource Management *, Health Physics.
- 17. Lantz Construction, Construction.
- 18. Lockwood Greene, Consulting.
- 19. C. E. Maguire, Consulting.
- 20. M. M. M. Design Group, Consulting.
- 21. Moss Associates, Construction.
- 22. NUS Corporation, Consulting.
- 23. Otis Elevator *, Elevator Maintenance-Auxiliary and Turbine Building and Controller.
- - - - - - - , - - ,.,_--r--- -
~-,. -~,r , c ----
- 24. PEACO Mechanical, Construction.
- 25. J. Kennon Perrin, Construction. !
- 26. Quail Ridge Construction, Construction and Craft Support-Mechanical and Electrical.
27'. Rawlings & Wilson, Consulting.
- 28. Richardson-Wayland, Craft Support-Electrical.
- 29. J. E. Sirrine, Consulting.
- 30. Stone & Webster *, Consultant, Engineers and Constructors.
- 31. Tate and Hill, Construction.
- 32. J. K. Timmons and Associates, Consulting.
- 33. United Insulation, Craft Support-Insulators.
- 34. Varina Electric, Craft Support-Electrical.
- 35. Virginia Corporation of Richmond *, Non-Destructive Examination.
- 36. WACO, Inc.*, Craft Support-Mechanical and Electrical and Insulation.
- 37. Wilson Tree *, Reservoir Clearing, Mosquito Spraying and Landscaping Maintenance.
- 38. World Contract Stress Corporation, Stress Relieving.
- 39. Westinghouse Electric Corporation *, Westinghouse 1974 Service Agreement.
- Currently working at North Anna
INDEMNITY AGREEMENT
- 1. North Anna Power Station, Unit Nos. 1 and 2, Indemnity Agreement No. B-80, dated April 16, 1976.
- 2. North Anna Power Station, Unit Nos. 1 and 2, Amendment No. 4 to Indemnity Agreement No. B-80, dated October 10, 1978.
- 3. North Anna Power Station, Unit Nos. 1 and 2, Amendment No. S to Indemnity Agreement No. B-80, dated May 18, 1979.
- 4. North Anna Power Station, Unit Nos. 1 and 2, Amendment No. 6 to Indemnity Agreement No. B-80, dated October 31, 1979.
- 5. North Anna Power Station, Unit Nos. 1 and 2, Amendment No. 7 to Indemnity Agreement No. B-80, dated April 18, 1980.
INSURANCE POLICIES
- 1. Nuclear Property Insurance, American Nuclear Insurers (ANI), dated November 1, 1982. This policy provides
$500 million of primary property protection for all owned properties or properties to which the Company is liable.
- 2. Excess Nuclear Property Insurance, Nuclear Electric Insurance Limited, dated November 1, 1982. The policy protects to $415 million to which the Company is liable i in excess of the primary policy described above.
- 3. Excess Nuclear Property Insurance, ANI, dated November 1, 1982. This policy provides protection exactly like that which is provided under the NEIL policy outlined above.
- 4. Excess Nuclear Property Insurance, American Insurance Group (AIG), dated November 1, 1982. This policy follows the form of the previous two policies and provides additional $40 million of insurance.
- 5. Excess Nuclear Froperty Insurance - Harbor, dated November 1, 1982. This policy follows the form of the previous policy and provides an additional $1 million
- of coverage.
- 6. Excess Nuclear Property Insurance - LLoyds (Bowring),
i dated November 1, 1982. This policy is following form of the previous excess policies and provides $10 million of coverage.
- 7. Excess Nuclear Property Insurance - Lloyds o'f London (James), dated November 1, 1982. This policy is in the form of the previous excess policies and provides $25 million of coverage.
- 8. Excess Nuclear Property Insurance - AIG (James), dated November 1, 1982. This policy is similar in form to the previous excess policies and provides an additional
$5 million in coverage.
- 9. Nuclear Liability Insurance - American Nuclear Insurers, dated November 1, 1982. This policy provides
, .$160 mi]31on of protection against third party claims arising from a nuclear incident.
- 10. Suppliers and Transporters - American Nuclear Insurers, dated November 1, 1982. This policy provides $25 million of liability protection arising from nuclear incidents that may be attributable to the Company's negligence while away from the site, other than an in-demnified facility.
, 11. Extra Expense - NEIL, dated November 1, 1982. This 4
policy provides protection against additional operating costs arising from an accident on site which rasults in interruption in service. Insurances protection provides up to $2.5 million per week after a 26 week waiting period for a period of one year and then an ad-I ditional one year period of $1.25 million per week.
- 12. Nuclear Transportation - ANI, dated November 1, 1982.
This policy provides for protection against loss or damage to nuclear fuel elements while in transit from the vendor to the site.
- 13. General Liability (Excess) - AEGIS, dated November 1, 1982. This provides general protection from accidents
, arising from other than nuclear events claimed by third l parties with a limit of $100 million or a $250 million
! retention.
- 14. Automobile Liability dated November 1, 1982. This policy,provides protection against third party claims arising from automobile accidents. This policy provides free protection for all operations, however, the vehicles operated by the site permanently assigned are not covered under this form.
_ . , , . _ , , , . _ _ _ _ . _ - , , , . , _ . , _ , _ , , - . - - , . - ~ _ , _ . _ _ _ . . , _ - ,m ,,__,_.,,,,,y_- , _ . _,._7_ - . , _ . - , , _ . , , _ . . , _ . . _ , , , - - . , , . -
I I
- 15. Blanket Crime Policy - Home Insurance Company, dated November 1, 1982. This policy provides protection for the Company against criminal acts of employees with the maximum liability of $10 million excess of a $10 thou-sand retention. This policy is applicable to all em-ployees at North Anna.
1 I
e - ~ ' ' - " ' -'* '
Page 1 of 7 EXHIBIT I Form of Bill of Sale THIS BILL OF SALE, dated as of the day of
, 1983, between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation ("Vepco"), and OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and trans-mission cooperative ("Old Dominion"), recites and provides as follows:
RECITALS:
- 1. By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"),
between Vepco and Old Dominion, Vepco agreed to sell certain real and personal property to Old Dominion.
- 2. Pursuant to the Purchase Agreement and simulta-( neously with the delivery of this agreement, Vepco has conveyed to Old Dominion by a deed dated ,
1983 (the
" Deed"), a 12 1/2 percent undivided interest in a tract or parcel of land located in the Counties of Louisa, Orange and L
-- - _ _ . - - . _ _ _ = ___- _. _ . _ - - - . . __ _ ._- .-_
EXHIBIT I Pcg3 2 of 7 1
Spotsylvania, Virginia, known as the North Anna Nuclear Power q Station and more particularly described on the attached Appendix A (the " Property").
- 3. The Purchase Agreement together with an Interconnection and Operating Agreement dated as of December 28, 1982, between Vepco and Old Dominion and a Nuclear Fuel Agreement dated as of December 28, 1982, between Vepco and Old i
Dominion are attached to the Deed and recorded therewith in the Clerk's Office of the Circuit Court of the Counties of Louisa, Orange and Spotsylvania, Virginia.
- 4. Vepco now desires to sell, convey and transfer to i
! Old Dominion a 12 1/2 percent undivided interest in the herein-after described personal property associated with the Property.
AGREEMENT:
1 NOW, THEREFORE in consideration of the sum of Ten 1
Dollars ($10), the premises contained herein and other good and i valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vepco, subject to the matters herein-after set forth, hereby sells, transfers, grants, sets over, conveys and assigns to Old Dominion a 12 1/2 percent undivided f
interest in and to all right, title, interest, estate and I benefit of Vepco in and to all of the fixtures, machinery, equipment and other personal property owned or leased by Vepco, wherever located, and used in connection with the ownership, 4
. - - - , - . - . - ~ . - . - . . - - - - - - - . - . . - _ . . -
EXHIBIT I Pega 3 of 7 operation and repair of the Property and the Facilities, all such personal property listed on the attached Appendix B, to-gether with all right, title, interest, estate and benefit of Vepco in, to and under all guarantees, warranties and agree-ments given heretofore with respect to the construction of the Facilities, the supplies, equipment, fixtures and tangible personal property utilized therein or located therein or there-on, and the performance and quality of the workmanship and the quality of materials supplied with respect to the construction and operation of the Facilities (collectively, the " Personal Property").
The Personal Property herein sold and transferred is expressly subject to the provisions for Waiver of Partition set forth in Article X of the Purchase Agreement and all ex-captions, reservations, easements, waivers, conditions, licenses, restrictions, encumbrances, covenants, agreements, limitations and waivers that may apply to the Personal Property or any portion, part or item thereof, including but not limited to, the provisions of the Basic Agreements.
Old Dominion has joined in the execution hereof to evi-dance that it hereby (i) assumes its proportionate share of all the duties and obligations arising from or in any way related to the ownership of the Personal Property that is equal to Old Dominion's Percentage Ownership Interest from time to time
EXHIBIT I Page 4 of 7 1
(aggregated, if necessary) in the component of the Facilities affected by such Contract (s) and (ii) agrees to perform a pro-4 portionate share of all such duties and obligations that is equal to Old Dominion's Percentage Ownership Interest from time to time (aggregated, if necessary) in the component of the Facilities affected by such Contract (s).
Terms used herein and defined in the Purchase
! Agreement, but not otherwise defined herein shall be deemed to have the meanings specified in the Purchase Agreement.
The provisions of this Bill of Sale shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, Vepco and Old Dominion have caused this Bill of Sale to be executed, and their respeccive corpo-rate seals to be hereunto affixed and attested, by their respective duly authorized corporate officers.
VIRGINIA ELECTRIC AND POWER COMPANY a Virginia public service corporation By:
President (SEAL]
Attest:
1 EXHIBIT I Page 5 of 7 l Corporate Secretary OLD DOMINION ELECTRIC' COOPERATIVE, a Virginia generation and transmission cooperative By:
- President (SEAL]
Attest:
Secretary i
i I
J
EXHIBIT I ,
Page 6 of 7 Appendix A !
Appendix A to Bill of Sale dated , 1983
. between Vepco and Old Dominion
[ Description of the Property]
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l l
EXHIBIT I Page 7 of 7 Appendix B
, Appendix B to Bill of Sale dated , 1983 between Vepco and Old Dominion
[ Personal Property]
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1 Page 1 of 17 i
i i
EXHIBIT J Form of Purchase Monev Second Deed of Trust THIS PURCHASE MONEY SECOND DEED OF TRUST, dated as of the day of , 1983, between OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission cooperative (the " Grantor"), and , a resident of the of , Virginia, as trustee hereunder (the " Trustee"), recites and provides:
RECITALS:
By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"), the Grantor agreed to acquire and Virginia Electric and Power Company, a Virginia public service corporation ("Vepco"),
agreed to sell, among other things, a 12 1/2 percent undivided interest in certain real property, briefly described as Vepco's North Anna Nuclear Power Station, situated in the Counties of Louisa, Orange and Spotsylvania, Virginia, and more particular-ly described in Schedule A, which is attached hereto and made a part thereof (the "Real Estate"), in accordance with the terms and conditions set forth in the Purchase Agreement.
EXHIBIT J Page 2 of 17 By a Nuclear Fuel Agreement dated as of December 28, 1982 (the " Fuel Agreement"), Vepco agreed to sell and ' ;
l Grantor agreed to purchase an undivided interest i- cain nu-cl' ear fuel upon the terms and conditions spt ;"
a the Fuel Agreement.
Collectively, the Purchase gre ad the Fuel Agreement together with an Interet r .nd Operating Agreement dated as of December 28 a, between Vepco and the Grantor (the " Interconnection Agreement") are hereinafter referred to as the " Basic Agreements".
The Grantor has now acquired ownership of the Real Estate pursuant to the Purchase Agreement from Vepco by a deed of even date (the " Deed") recorded in the Clerk's Office of the Circuit Court of the Counties of Louisa, Orange and Spotsylvania, Virginia, and copies of the Basic Agreements are attached to the Deed and recorded therewith.
The Purchase Agreement, the Interconnection Agreement and the Nuclear Fuel Agreement recorded, immediately prior hereto, in the Clerk's Office of the Circuit Court of this County as attachments to the Deed are incorporated by reference herein as if set forth in full.
Immediately prior hereto, the Grantor has conveyed the Real Estate by a deed of trust dated as of __, 1983 (the "First Deed of Trust"), to (and
], as Trustee (s], in trust to secure the payment of the obligations more fully described therein.
EXHIBIT J Page 3 of 17 Pursuant to the Purchase Agreement, the Grantor now de-sires to convey the Real Estate in trust to secure to the Beneficiary the matters hereinafter set torth, including, but not limited to, certain purchase money second deed of trust 4
promissory notes, dated __, 1983, from the Grantor to Vepco (the " Notes").
DEED OF TRUST NOW, THEREFORE, the Grantor hereby grants and conveys the Real Estate to the Trustee subject to the lien of the First Deed of Trust, with special warranty. This conveyance is
! subject to all existing exceptions, reservations, easements, conditions, restrictions, encumbrances, covenants, agreements, limitation and waivers that may apply to the Property or any part thereof, including but not limited to, the Permitted Encumbrances, the provisions for Waiver of Partition set forth in Article X of the Purchase Agreement and all of the provisions of the Basic Agreements.
TOGETHER WITH all buildings, improvements, equipment, furniture, furnishings and fixtures now or hereafter erected thereon, all insurance claims, rights, appurtenances, ease-ments, privileges, remainders and reversions appertaining thereto.
FURTHER, TOGETHER WITH all of the Grantor's right,
! title and interest in and to all articles of personal property now or hereafter attached to or used in connection with the Real Estate (the " Personal Property").
EXHIBIT J Page 4 of 17 FURTHER, TOGETHER WITH (but subject to the provisions hereof) any and all awards and refunds heretofore or hereafter made by any federal, state, county, municipal or other govern-mental authority, or by whomsoever made in any condemnation proceedings whatsoever to the present or subsequent owners of the Real Estate for the acquisition of the Real Estate or any portion thereof, any interest therein, or use thereof for pub-lic or other purposes authorized by statute or for consequen-tial damages on account thereof, including any award for any change of grade of roads affecting the Real Estate, and also any award for any damage to the Real Estate; and all of such proceeds, awards and refunds are hereby assigned to Vepco, its successors and assigns (the " Beneficiary"), with the power to pursue, collect, receive and apply the same as provided for herein, subject to the provisions hereof, whether or not then due and payable. The Grantor shall execute all additional instruments reasonably necessary to perfect this assignment or to substitute or add the Beneficiary as petitionar in any such proceeding.
l FURTHER, TOGETHER WITH all leases now existing and those hereafter made, whether verbal or written, of or relating f
to the Real Estate (the " Leases"), together with all rents, issues, profits, revenues, royalties, rights of contract and-otherwise, and benefits arising from the Real Estate, including, but not limited to, any deposits of cash, securities and property which may be held at any time and from time to
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EXEIBIT J Page 5 of 17 time under the terms of the Leases; provided, however, that such assignment shall not constitute a surrender by the Grantors of the Leases and such rents, issues, profits, reve-nues, royalties, rights of contract and otherwise until an Event of Default hereunder (as hereinafter defined), but such rents, issues, profits, revenues, royalties, rights of contract
(
and otherwise, notwithstanding such asrignment, may be exer-cised or enforced by the Grantors until such Event of Default.
EURTHERMORd, this Deed of Trust shall constitute a se-curity agreement pursuant to the provisions of Title 8.9 of the Code of Virginia 1950, as amended.
IN TRUST to secure (1) the performance by the Grantor of the covenants, agreements, terms, conditions and warranties contained in the Notes and this Deed of Trust, and (ii) the payment of all amounts due to the Beneficiary from time to time under the Notes and this Deed of Trust.
- 1. Covenants of the Grantor.
So long as the Grantor is obligated to perform pur-suant to the Notes and this Deed of Trust, the Grantor covenants and agrees as follows:
(a) Performance of Covenants. The Grantor shall at all times fully perform and comply with all covenants, agreements, terms, conditions and warranties contained in the Notes, this Deed of Trust and the First Deed of Trust.
. ._ . , _ . - - - . . - . - . - ._..~_-_._.. - __ _ - -..-- .. . . - - . - .
EXHIBIT J Page 6 of 17 (b) Compliance with Governmental Regulations. The Grantor shall comply with all statutes, ordinances, regula-tions, rules and requirements of any governmental authority reiating to the Real Estate or any part thereof; any improve-ments thereon now or hereafter existing; or the Grantors operations thereon.
- (c) Eminent Domain. In the event that any pro .
caedings to take the Real Estate or any part thereof by exer-cise of the power of eminent domain are undertaken or threatened or in the event of the sale thereof to a proposed condemnor to avoid the exercise of the power of eminent domain, the Grantor shall give the Beneficiary prompt notice thereof.
Any award made to the Grantor shall immediately be paid over to the Beneficiary, and the Grantor hereby appoints the Beneficiary its attorney in fact to receive and give all 4
l appropriate discharges for any such award. The Beneficiary l
may, at its option, apply such award to the payment of any l
monies paid by or owing to the Beneficiary pursuant to the covenants, agreements, terms, conditions and warranties of the Notes and this Deed of Trust. The Beneficiary shall pay the residue, if any, of.such award not applied as provided hereinabove, to the Grantor pursuant to Article XIV of the Purchase Agreement.
(d) Further Documentation. The Grantor shall, at the Grantor's expense, execute, deliver, file and record such security agreements, assignments, notices of assignments, i . 1 l
EXHIBIT J Page 7 of 17 financing statements and other documents as the Beneficiary may reasonably require in order to confirm or perfect its interest in the Real Estate and the Personal Property.
i (e) Costs of Litigation. The Grantor shall pay upon demand all expenses incurred or paid by the Beneficiary or the Trustee (including, but not limited to, reasonable attorneys' fees and court costs) on account of any litigation which mav arise in connection with enforcing the provisions of this Dt d or Trust or on account of any attempt without litiga-tion to enforce the terms of this Deed of Trust.
(f) Notice of Default Under First Mortgage. Upon any default by Grantor in the payment of money under the First Deed of Trust, Grantor shall promptly give Beneficiary written notice of such default and Beneficiary shall have the right to cure such default.
- 2. Reoresentations and Warranties of the Grantor.
(a) The Grantor represents and warrants (i) that the Grantor is duly incorporated and in good standing under the laws of the Commonwealth of Virginia, with all requisite corpo-rate power and authority under such laws to own and operate the Real Estate and the Personal Property and to enter into the t
Notes and this Deed of Trust.
(b) The Grantor represents and warrants that it has taken all action necessary to authorize (i) the execution of the Notes and this Deed of Trust, and (ii) the performance by the Grantor of all of its obligations under the Notes and this Deed of Trust.
EXHIBIT J Page 8 of 17 (c) The Grantor represents and warrants that the execution and delivery of the Notes and this Deed of Trust, and the performance of the terms and provisions of the Notes a$d
'th'is Deed of Trust will not conflict with or violate, or constitute a default or require any consent or waiver under, any provision of any mortgage, deed of trust, indenture, evi-dence of indebtedness, order, decree or agreement to which the Grantor is a party or by which the Grantor is bound.
- 3. Events of Default. Each of the following shall be an event of default (an " Event of Default") hereunder:
(a) Any failure to make payment under the Notes or this Deed of Trust; (b) Any default by Grantor in the payment of money under the First Deed of Trust, provided, however, that j Eeneficiary agrees that, within a 180 day period after the oc-currence of the original default it shall not exercise its rights under this Deed of Trust if and so long as the benefi-ciary under the First Deed of Trust has provided the Beneficiary with satisfactory assurances the beneficiary under the First Deed of Trust is pursuing all reasonable steps to provide for the payment of any amounts, including interest, owing to the Beneficiary during the period of default; (c) Any willful failure in the performance of or compliance with any other covenant, agreement, term or condition contained in the Notes or this Deed of Trust, other than a failure to make payment, shall be an Event of Default i
EXHIBIT J
- Page 9 of 17 hereunder if the Grantor shall have been given not less than 60 days' notice of such willful failure by Vepco or the Trustee and the Grantor shall have failed to correct such default or shall have failed to use its reasonable best efforts to correct such default and if such default shall have continued for a
.t period of 90 days (including such notice' period); or (d) If any representation or warranty made by the Grantor in the Notes or this Deed of Trust shall not be true and correct in all respects as cf the date hereof.
- 4. Advances. The Beneficiary may advance funds for and otherwise cause the performance of any covenant, agreement, i term, condition and warranty set forth, in the Notes, this Deed of Trust and the First Deed of Trust and all monies so advanced shall be payable by the Grantor to the Beneficiary on demand, shall bear interest at the Special Interest Rate as defined in the Purchase Agreement and shall be secured hereby.
- 5. Remedies of the Beneficiary Upon an Event of Default. Upon the occurrence of any event which, upon giving of notice and lapse of time, would be an Event of Default, the Beneficiary may, at its option fourteen days prior to any such event beco:aing an Event of Default, give the notice required by subsection (a) below and then, upon such occurrence becoming an Event of Default, exercise any or all of the remedies described i below or provided by the Basic Agreements or law. Any delay in
) exercising or failure by the Beneficiary to exercise any such i remedy shall not be deemed a waiver of any Event of Default or J
J
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EXHIBIT J Page 10 of 17 of the right of the Beneficiary later to exercise any such remedy. In the event of any failure to make any such payments on demand to the Beneficiary, such failure, at the option of the Beneficiary, shall constitute an Event of Default hereunder.
(a) Sale of Real Estate at Foreclosure. Upon fourteen (14) days notice (unless a longer period is required by law, in which event such notice required by law shall be given), the Beneficiary shall have the right to have the Trustee take possession of the Real Estate and proceed to sell the same as a whole or in part, at public auction, for cash or credit, upon any terms the Trustee shall deem appropriate, and to have the Trustee take any or all other actions set forth herein and in the Basic Agreements. Before such sale of the Real Estate at public auction is made, there shall first be ad-vertisement of the time, place and terms of such sale at least four (4) times in a newspaper of general circulation in the city or county in which the Real Estate is situated. The Beneficiary may become the purchaser of the Real Estate or the portion thereof so sold and, except as may be otherwise provid-
! ed by Section 58-762 of the Code of Virginia, no purchaser
! shall be required to see to the proper application of the purchase money. The proceeds of any such sale shall be applied in the manner required by Section 55-59.4(a)(3) of the Code of Virginia, or any successor provision of law. The Trustee shall 4
have the right, exercisable in its discretion, to postpone such 4 .
sale of the Real Estate.
EXHIBIT J
- Page 11 of 17 I
1 (b) Right to Enter and Take Possession. The Beneficiary shall have the right to direct the Trustee to enter
{ the Real Estate and take possession thereof in its name or in the name of the Beneficiary, and the Grantor agrees to j surrender the Real Estate to the Trustee peacefully and prompt-ly upon demand. Upon so entering and taking possession of the Real Estate, the Trustee shall have the right (but not be obli-gated) to perform any one or more of the covenants, agreements, !
l terms, conditions and warranties under the Notes, the Basic i
l I.greements, this Deed of Trust or the First Deed of Trust that the Beneficiary deems necessary or desirable to protect the I
lien hereof; to manage and operate the Real Estate or any part thereof itself or through agents appointed by it; to make j
repairs and alterations, and do any acts that the Beneficiary or the Trustee deems necessary or desirable to protect the Real i
Estate; and, upon the direction of the Beneficiary, to sue for
- or otherwise collect all rents, issues, profits, revenues, royalties, rights of contract and otherwise from the Real Estate, including those past due and unpaid, deduct from such income from the Real Estate all costs of entry, of collection, of administration and reasonable management and counsel fees, and apply the remainder, if any, to the payment of any sums owed by the Grantor to the Beneficiary or the Trustee under the i
Notes or this Deed of Trust. Such exercise by the Trustee of {
n 1
the remedies provided for hereunder shall not affect the right of the Beneficiary to maintain and continue any action 4
? .s
EXHIBIT J Page 12 of 17 theretofore instituted, or hereafter to bring any action, to enforce the Basic Agreements. All costs incurred in the exer-cise of the remedies provide in this subparagraph 5(b) shall be secured by this Deed of Trust and shall bear interest at the Special Interest Rate as defined in the Purchase Agreement and shall be payable on demand. In no event shall the Beneficiary in the exercise of the remedies provided in this subparagraph 5(b) be deemed a mortgagee in possession, and neither the Beneficiary nor the Trustee shall in any way be made liable for any act either of commission or omission in connection with the exercise of such remedies.
(c) Remedies Under the Uniform Commercial Code.
The Beneficiary shall have and be entitled to exercise all of the rights an remedies provided a secured party under the Uniform Commercial Code of Virginia.
(d) Additional Remedies. The Beneficiary may ex-ercise any and all other rights and remedies against the Grantor and the Real Estate and the Personal Property as are provided by or permitted under the laws of the Commonwealth of Virginia.
- 6. Substitution and Power of Trustee. The Beneficiary is hereby authorized and empowered, with or without cause, to substitute and appoint, by an instrument recorded wherever this Deed of Trust is recorded, a trustee or trustees in the place of the Trustee hereunder. The foregoing power of substitution shall be exercisable by the Beneficiary as often as the Beneficiary may desire.
EXHIBIT J Page 13 of 17
- 7. Fixtures and Equipment. The parties hereto agree that the recordation of this Deed of Trust shall constitute a fixture filing pursuant to Section 8.9-402 of the Code of Virginia.
- 8. Cumulative Bights and Remedies. No remedy conferred upon or given to the Trustee or the Beneficiary under the Notes or this Deed of Trust is intended to be exclusive of any other remedy granted therein or herein or by law, but each such remedy shall be cumulative and shall be in addition to every other remedy granted therein or herein or now or hereaf-ter existing at law, in equity or by statute.
- 9. Successors and Assigns. All rights and liabilities herein granted to or imposed upon the parties hereto shall extend to and bind their respective successors and assigns.
- 10. Savings Clause. Nothing contained herein nor any transaction related hereto shall be construed or shall so oper-ate either presently prospectively (a) to require the Grantor I
to make any payment or to take any action contrary to law, or (b) to permit the Trustee to advance monies or take any action contrary to the law of Virginia. Should any term, provision, covenant or portion thereof or condition of this Deed of Trust be held to be void or invalid, the same shall not affect any other term, provision, covenant or condition of this Deed of Trust, but the remainder hereof shall be effective as though such term,. provision, covenant or condition had not been contained herein.
y - - -
EXHIBIT J Page 14 of 17
- 11. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or'by certified or registered mail, postage prepaid, return re-ceipt requested, and if addressed as follows:
(a) If to the Grantor, to -
Old Dominion Electric Cooperative i
5601 Chamberlayne Road Richmond, Virginia 23227 Attention: Executive Vice President (b) If to the Beneficiary, to -
Virginia Electric and Power Company P. O. Box 26666 Richmond, Virgina 23261 Attention: President (c) If to the Trustee, to -
or to such other addresses as shall be furnished in writing by any of the aforesaid addressees to any other.
- 12. Additional Terms. The following definitions contained in Section 55-60 of the Code of Virginia, 1950, as amended and in effect on the date of this Deed of Trust, are incorporated herein by reference thereto:
Deferred purchase money."
Subject to all upon default."
Renewal, extension or reinstatement permitted."
Any trustee may act."
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l EXHIBIT J Page 15 of 17
- 13. Titles. The titles to each paragraph hereof are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction hereunder.
IN WITNESS WHEREOF Old Dominion has caused three coun-terparts of this Purchase Money Second Deed of Trust, each of which shall be deemed to be an original, to be executed, and its corporate seal to be hereunto affixed and attested, by its duly authorized corporate officers.
OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission cooperative By:
President
[ SEAL]
ATTEST:
! By:
l Secretary STATE OF VIRGINIA, OF , to-wit:
The foregoing instrument was acknowledged before me in the of , Virginia, this day of
, 1983, by and as President and Secretary, respec-tively, of Old Dominion Electric Cooperative, a Virginia
_,_ ._ . _ - - , . . . _ , . _ . - , - ,___3.- , __,-..-m.-_-,
_y _____ _ _ _ - _-
l 1
4 l EXHIBIT J Page 16 of 17 1
generation and transmission cooperative, on behalf of the l l
cooperative. ;
My commission expires: .
Notary Public i
a I
t
(
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EXHIBIT J >
Page 17 of 17 Schedule A Schedule A to Deed of Trust Between Old Dominion Electric Cooperative and , as trustee, dated as of , 1983 l
[ Description of the Real Estate]
I
N Page 1 of 20 EXHIBIT K Payments At Closing The Parties agree that the payments at Closing shall be ,
as follows. The Initial Purchase Price of the Facilities shall be their original cost less the accumulated provisions for de-preciation stated on Vepco's books of account plus a negotiated payment in excess of original cost depreciated in the amount of
$2,700,000 for each of !? orth Anna Units 1 and 2 for a total of
$5,400,000, in recognition of the fact that (1) Old Dominion is eurchasing operating units and (ii) Old Dominion could not build the Units today for a comparable cost, as well as a pay-ment for that portien of the tax liability incurred by Vepco and payable in the year of Closing as a result of this transac-tion, grossed-up for the appropriate Federal and state income tax rate, to make Vepco whole after payment by Vepco of Federal l
I and state income taxes calculated at the applicable statutory tax rate, computed without taking into account the tax effect of any other transaction or any applicable investment tax credits. The Parties agree that all such taxes due and payable by Vepco in the year of Closing, computed without taking into account the tax effect of any other transaction or any applica-ble investment tax credits and grossed-up as described above, will be paid to Vepco by Old Dominion at Closing in accordance with this Exhibit and that taxes due and payable by Vepco in subsequent years, computed without taking into account the tax
-_ - . . .. - ~ _ _ . - - . - - - . - . - _ , . . _. - , . - - . _ . _ - . - _ _ - - _ - -
EXHIB:T K Page 2 of 20 l
effect of any other transaction or any applicable investment i tax credits and grossed-up as described above, shall be payable to Vepco by Old Dominion in the year that such taxes became due and payable by Vepco in accordance with Schedules N-1 and N-2 of Exhibit N. The total taxes incurred as a result of this transaction, as well as the total amount of taxes due at Closing, are stated on Exhibit M.
Other Payments at Closing shall include Old Dominion's share of those accounting system development costs incurred prior to Closing (not to exceed $150,000), necessary recordation taxes and a payment or credit for deferred fuel costs as of the Closing.
In accordance with the foregoing, the following amounts -
will be due to Vepco at Closing:
I. Initial Purchase Price:
(a) North Anna Units 1 and 2 and Common Facilities (Schedule I) $
(b) Support Facilities (Schedule II) $
(c) Operating Inventory (Schedule III) $
(d) Major Spare Parts (Schedule IV) $
(e) Nuclear Fuel - (from Nuclear Fuel Agreement, Exhibit E) $
(f) Payment of Tax Liability (from Exhibit M hereto) $
TOTAL - Initial Purchase Price $
II. Other Payments at Closing:
(a) Accounting System Development Cost (Schedule V) $
-- -- g.- - - -m , -- ,= - , . - <
EXHIBIT K Page 3 of 20 (b) Recordation Tax $
(c) Deferred Fuel Cost (Schedule VI) $ ,
TOTAL - Other Payments $
( l') TOTAL PAYMENT DUE UNDER SECTION 3.01 $
(2) TOTAL PAYMENT DUE AT CLOSING $
DIFFERENCE DUE (1-2) $
The Parties agree that the Total Payment Due At Closing will be an estimate calculated as of the Closing Date. When actual amounts are available, the Total Payment Due Under Section 3.01 shall be calculated as of the Closing Date for record purposes. Any difference will be paid to the appropriate Party within 30 days of written notice of the Difference Due.
. _~. ,
EXHIBIT K Paga 4 of 20 Schedule I Page 1 of 1 Initial Purchase Price North Anna Units 1 and 2; Common Facilities Old Dominion Percentage Ownership Payment Total Interest Due North Anna Unit 1 - Plant (Schedule I-A)
Negotiated Payment $2,700,000 North Anna Unit 1 North Anna Unit 2 - Plant (Schedule I-B)
Negotiated Payment North Anna Unit 2 $2,700,000 North Anna - Common Facilities (Schedule I-C)
TOTAL $
, . ~ - . - - - - - - , -.,-.. .. , .n.-,- . - - , , . _ . , , , ---,-.----.-.,,,.,v.-- .~-------,---a en, ,,.,7 v m.,
EXHIBIT K Page 5 of 20 Schedule I-A Page 1 of 1 Initial Purchase Price North Anna Unit 1 Plant In Service CCNC(l) CWIP(2)
Acet. 101 Acet. 106 Acct. 107 Total 321 - Structures and Improvements 322 - Reactor Plant Equipment 323 - Turbogenerator Units -
324 - Accessory Electric Equipment 325 - Miscellaneous Power Plant Equipment Construction Work In .
Progress and CCNC Total Plant Unit 1 - Excluding Common Facilities l
Accumulated Depreciation Net Book Cost - Unit 1 TOTAL $
(1) As used in this Exhibit, Completed Construction Not Classified is abbreviated as CCNC.
(2) As used in this Exhibit, Construction Work in Progress is abbre-viated as CWIP.
l t - - - -- - - - - -
EXHIBIT K l Page 6 of 20 SCHEDULE I-B Page 1 of 1 Initial Purchase Price North Anna Unit 2 Plant In Service CCNC CWIP Acct. 101 Acet. 106 Acet. 107 Total 321 - Structures and Improvements 322 - Reactor Plant Equipment -
323 - Turbogenerator Units 324 - Accessory Electric Equipment 325 - Miscellaneous Power Plant Equipment Construction Work In Progress and CCNC Total Plant - Unit 2 Accumulated Depreciation Net Book Cost - Unit 2 TOTAL $
. _ - __ . _ . ___ ~,_ _. __ _ - _ - _ . - - _ - _ .
EXHIBIT K Page 7 of 20 Schedule I-C Page 1 of 2 Initial Purchase Price Common Facilities (1)
Plant In Service CCNC CWIP Acct. 101 Acet. 106 Acct. 107 Total 320 - Land and Land Rights 321 - Structures and Improvements 322 - Reactor Plant Equipment 323 - Turbogenerator Units 324 - Accessory Electric Equipment 325 - Miscellaneous Power Plant Equipment 353 - Transmission Station Equipment 362 - Distribution Station Equipment 390 - Structures and Improvements 391 - Office Furniture and Equipment 392 - Transportation Equipment (1) See Exhibit K, Schedule 1-C(a) for detail.
, . _ y - , . . , _ ~ ___ . - - ,
EXHIBIT It Page 8 of 20 Schedule I-C Page 2 of 2 l
Initial Purchase Price Common Facilities (1) l Plant In Service CCNC CWIP Acet. 101 Acet. 106 Acct. 107 Total 397 - Communication Equipment Construction Work in Progress and CCNC Total Common Facilities Accumulated Depreciation Net Book Cost - Common Facilities TOTAL $
i (1) See Exhibit K, Schedule I-C(a) for detail.
EXHIBIT K Page 9 of 20 Schedule I-C(a)
Page 1 of 6 Initial Purchase Price Common Facilities ELECTRIC PLANT IN SERVICE
, FERC ACCOUNT DESCRIPTION TOTAL 320 Land and Land Rights 321 Structures & Improvements Clearing Water System Storm Sewers Sanitary Sewers Fire Protection Fuel Oil Storage RR Track Yard Yard Lighting Boat Dock Rifle Range Gun Towers Medical Classroom Condensate Fill Pump Station Auxiliary Building Turbine Building Turbine Outage Building Office Building Screenwell Structure Vacuum Priming Pump House Fuel Building Fuel Oil Pump House Yard Crane Water Treatment Building Service Building Weather Towers Meteorological Towers Security Building
EXHIBIT K Page 10 of 20 Schedule I-C(a)
Page 2 of 6 FERC ACCOUNT DESCRIPTION TOTAL 321 (con't) Security Control Center Dam Reservoirs Spillways Dikes Service Water Pump House Decontamination Building Waste Disposal Building Roadways Walkways Parking Lots 322 Reactor Plant Equipment Boron Recovery System Moving Platform Spent i Fuel Pit
' Fuel Building Cranes Decontamination Cranes Fuel Receiving Equipment Spent Fuel Racks Reactor Cavity Purification i
1 -
__ - . _ _ _ . _ _ . - . , _ ~ - _ _ . . - . .
EXHIBIT K Page 11 of 20 Schedule I-C(a)
Page 3 of 6 FERC ACCOUNT DESCRIPTION TOTAL 322 (con't) Radioactive Waste Treatment and Disposal System Liquid Waste Soldification System Waste Disposal Evaporator Radioactive Gaseous Waste Radioactive Solid Waste Decontamination System Raw Water Supply System Condensate Storage Tank Auxiliary Boiler System 323 Turbogenerator Equipment Service Water Pump House Equipment Bearing Cooling Water Tower Turbine Room Crane 324 Accessory Electric Equipment Screenwell Area Transformers and Equipment Reserve Station Service Transformer Bearing Cooling Tower Switch Boards l
i EXHIBIT K Page 12 of 20 l Schedule I-C(a)
Page 4 of 6 FERC ACOUNT DESCRIPTION TOTAL 325 Miscellaneous Power Plant Equipment Compressed Air Systems Miscellaneous Shop Equipment Machine Shop Equipment Laboratory Testing Equipment Office Furniture and Equipment Other General Station Equipment Weather Station Equipment Marine Equipment Kitchen Equipment Fire Protection Equipment Plant Communications Telephone System Security Equipment Radiation Monitoring Equipment Gasoline Storage Equipment 353 Transmission Station Equipment i
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EXHIBIT K Page 13 of 20 Schedule I-C(a)
Page 5 of 6 FERC ACCOUNT DESCRIPTION TOTA 3 390 Structures and Improvements Visitors Information Center 391 Office Furniture and Equipment 392 Transportation Equipment Total Electric Plant in Service $
COMPLETED CONSTRUCTION NOT CLASSIFIED PROJECT NO. DESCRIPTION Total Completed Construction Not Classified l
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EXHIBIT K Page 14 of 20 Schedule I-C(a)
Page 6 of 6 CONSTRUCTION WORK IN PROGRESS PROJECT NO. DESCRIPTION TOTAL Total Construction Work in Progress $
TOTAL Common Facilities $
1
EXEIBIT K Page 15 of 20 Schedule II Page 1 of 1 Initial Purchase
_ Support Price Facilities _
Old Plant Dominion In Service CCNC Percentage Acet. 101_ Ownership Acet. 106 _ Interest 321 - Structures and _
Total Improvements 325 - Miscellaneous Power Plant Equipment 353 - Transmission Equipment Station 397 - Communication Equipment Construction Work In l Progress and CCNC j
\ Total Support Facilities Accumulated Depreciation k
i Net Book Cost - Support
) Facilities 0- -
(1) See Exhibit K, Schedule I'I(a) for detail.
EXHIBIT K Page 16 of 20 Schedule II(a)
Page 1 of 1 Initial Purchase Price Support Facilities l
l ELECTRIC PLANT IN SERVICE FERC ACCOUNT DESCRIPTION 353 Transmission Station Equipment Telemetering Equipment COMPLETED CONSTRUCTION NOT CLASSIFIED PROJECT NO. DESCRIPTION 99-0182 Surry Nuclear Training Simulator 99-0313 Personnel Radiation Monitoring Exposure System 99-2291 Nuclear Station Emergency Plan Communication System
, Total Completed Construction Not Classified l
CONSTRUCTION WORK IN PROGRESS PROJECT NO.
Total Support Facilities $
l EXHIBIT K Page 17 of 20 Schedule III Page 1 of 1 Initial Purchase Pr' -
Operating Inventou Old Dominion Percentage FERC Ownership Account Total Interest 154 - Plant Materials and Operating Supplies TOTAL $
I
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N EXHIBIT K Page 18 of 20 Schedule IV Page 1 of 1 Initial Purchase Price Major Spare Parts Old Dominion Percentage FERC, Plant Ownership Account Part Total Interest Payment TOTAL $
The Parties intend that any Major Spare Part, as desig-nated by the Parties, shall be paid for at Closing in accor-dance with this Schedule IV.
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EXHIBIT K Page 19 of 20 Schedule V Page 1 of 1 Initial Purchase Price Accounting System Develocment Description Old Dominion Of System Costs Share at 50%
Software and Procedures to Provide for Joint Ownership Accounting of North Anna Including Vepco and Consultant Development Costs. S TOTAL $
Payments for the Old Dominion share of accounting l
l system development costs incurred through Closing will be covered by this Schedule V. The Old Dominion share of subse-quent accounting syste.1 development costs will be paid to Vepco monthly as those costs are incurred. In no event shall the Old Dominion share of accounting system development costs exceed
$150,000.
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l EXHIBIT K Page 20 of 20 Schedule VI Page 1 of 1 j l
Deferred Fuel Costs
\ -
Amount A. Balance as of the Closing Date (Old Dominion) $
B. Percentage attributable to North Anna (See Note 1) !.
C. North Anna's Portion $
D. Amount due from or to Old Dominion at the Cloring Date $
Note (1) - Computation of Percentage Attributable to North Anna (a) North Anna Unit 1 generation September 1981 - the Closing Date mwh (b) North Anna Unit 2 generation September 1981 - the Closing Date mwh (c) Total North Anna Units 1 and 2 generation (a+b)
September 1981 - the Closing Date mwh (d) Total System output September 1981 - the Closing Date mwh (e) Percentage of total system output attributable to North Anna Units 1 and 2 generation (c/d) %
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Page 1 of 8 EXHIBIT L MONTHLY STATEMENT FOR OLD DOMINION SHARE OF NEW INVESTMENT MONTH OF , 19 In-Service Nuclear Units Construction Work in Progress (Schedule 1-A) $
Retirement Work in Progress (Schedule 1-B) $
Total In-Service Units Common Facilities (Schedule 2)
Support Facilities (Schedule 3) -
Operating Inventory (Schedule 4)
Spare Parts (Schedule 5)
Nuclear Fuel (Schedule 6) l Total Interest on Unpaid Invoices (List) i TOTAL Billing $
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EXHIBIT L Page 2 of 8 Certification Title Date Title Date
M0tmILY IRIXEIED/MMEL IEW INVES'IWWF onmi or NUUS' RENT (1) (2) (3) (4) (5)
Actual Estimated Expenditures Expenditures Current Month Month of Month of Difference Total '
In-Service Nuclear Units Budget (2 - 3) (1 + 4)
Construction Work in Progress North Anna Unit 1 $ $ $ $ $
Project I and Description H
Total North Anna Unit 1 North Anna Unit 2 $ $ $ $ $
Project # and Description M
Total North Anna Unit 2 Total Construction Work in Progress $ $ $ $ $
Old Donunion Purchase Ratio 12.5% (a) 12.5% (a)
Old Dominion Share of Construc-tion Work in Progress (Sunmary) $ $ $ $ $ mmM (a) Unless adjusted pursuant to Purchase Agreement. b$
- StA 7.
MON 111LY BLOGET110/1CIUAL NSI INVESIMENP M NIH OF AIUlEIMENP (1) (2) (3) (4) (5)
Actual Estimated Expenditures Expenditures Current Month Month of Month of Difference 'Ibtal In-Service Nuclear Units Budget (2 - 3) (1 + 4)
Retironent Work in Progress (Net of Salvage)
North Anna Unit 1 $ $ $ $ $
Project I and Description 90
'Ibtal North Anna Unit 1 North Anna Unit 2 $ $ $ $ $
Project # and Description Total North Anna Unit 2 Total Retirement Work in Progress S $ $ $ $
Old Daainion Purchase Ratio 12.5% (a) 12.5% (a)
Old Daninion Share of Retire- to m tg j ment Work in Progress (Sumnary) $ $ $ $ $ h$ h L*G E. ';
eo (a) Unless adjusted pursuant to Purchase PJJreement. 4M g
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MormII.Y DUDGE'ITD/AC"IUAL NEW INVESTMENP Mormt OF AIMUSTMDFP (1) (2) (3) (4) (5)
Actual Estimated Expenditures Frpenditures Current Month Month of Mor?h of Difference 5bthl Budget (2 - 3) (1 + 4)
OOPNON FACIIJTIES Construction Work In Progress S $ $, $ $
Retirement Work In Progress ibtal Cormon Facilities $ $ $ $ $
Old Dmunion Purchase Ratio 12.5%(a) 12.5% (a)
Old Dmunion Share of Canon Facilities (Sunmary) $ $ $ $ $
(a) Unless adjusted pursuant to Purchase Agreement.
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MCamILY BLOGE71TD/AC'IIIM, NEW ITNESINENP Mormt OF N11US'IMENP (1) (2) (3) (4) (5)
Actual Estimated Expenditures Expenditures Current Month Month of Month of Difference 'Ibtal Budget (2 - 3) (1 + 4)
SUPIORP FACILITIES (a)
Construction Work In Progress $ $ $ $ $
Retirenent Work In Progress
'Ibtal Support Facilities $ $ $ $ $
Old Dmunion Purchase Ratio Old Dmanion Share of Support Facilities (Stunary) $ $ $ $ $
i
- (a) Done separately for each Support Facility.
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M0milIX BUDGE!lTD/ACIUAL IN INVESDMrf Mormi OF ADJUS.T.BrP (1) (2) (3) (4) (5)
Actual Estimated Expenditures Expenditures current Month Month of Month of Difference Total Budget (2 - 3) (1 + 4)
Operating Inventory Plant t1aterials and Operating Supplies $ $ $ $ $
Total Operating Inventory $ $ 0 $ $
Old Donunion Purchase htio 12.5% (a) 12.5% (a)
Old Daninion Share of Operat-ing Inventory $ $ $ $ $
(a) Unless adjusted pursuant to Purchase Agreement.
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MormILY DUDGETITD/ACIUAL NEW ItNESDENP Mormi OF AnTUS'INENP (1) (2) (3) (4) (5)
Actual Estimated Experx'itures Expenditures Current Month Month of Month of Difference Total Budget (2 - 3) (1 + 4)
MMOR SPARE PARTS (a) S $ $ $ $
1 Old Dcminion Purchase Ratio Old Dcminion Share of Major Spart Parts $ $ $ $ $
(a) Done separately for each Major Spare Part.
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EXHIBIT M Page 1 of 10 EXHIBIT M Payment of Tax Liability at Closing The Total Tax Liability due at Closing under the Purchase Agreement shall be as follows:
Schedule M-1: North Anna Unit 1 and Common Facilities $
Schedule M-2: North Anna Unit 2 Schedule M-3: Support Facilities Schedule M-4: Operating Inventory Schedule M-5: Major Spare Parts TOTAL $
The Parties agree that the Total Payment of Tax Liability at Closing will be an estimate calculated as of the Closing Date. When actual amounts are available.the Total Payment of Tax Liability at Closing shall be recalculated as of the Closing Date for record purposes. Any difference will be paid to the appropriate Party at the same time that the Difference Due under Exhibit K is paid.
All amounts stated herein are in respect to Old Dominion's Percentage Ownership Interest.
l EXHIBIT M Page 2 of 10 Schedule M-1 l Page 1 of 2 '
Tax Liability at Closing North Anna Unit 1 and Common Facilities Gross Book Additions - North Anna Unit 1 and Common Facilities $
Less: Allowance For Funds Used During Construction: $
Taxes Capitalized:
Vehicle Title $
Property $
Sales & Use $
Benefit Plan Costs $
TOTAL $
Add: Interest Income Capitalized-Town of Louisa $
Preliminary Operations $
Book Retirements $
Tax Basis Before Depreciation -
Less: Tax Depreciation $
Tax Basis $
I. Gross Up of Tax Consequences A. Tax Consequences Capital Gains Tax
-Federal Ordinary Tax $
-N.C. State Income Tax $
B. Gross Up for Additional Tax $
II. Proof of Additive Factor A. Purchase Price Before Additive Factor For Tax $
B. Negotiated Payment in Excess of Original Cost Depreciated $2,700,000 C. Additive Factor from I-B $
D. Total Purchase Price $
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EXHIBIT M Page 3 of 10 Schedule M-1 Page 2 of 2 E. Less: Depreciated Tax Basis $
F. Total Gain on Sale $
G. N.C. State Income Tax $
H. Federal Ordinary Tax $
I. Capital Gain Tax $
i Total Taxes - Schedule M-1 $
i Less: Payment Pursuant to Schedule N-1 $ ,
i Total Due at Closing $
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EXHIBIT M Page 4 of 10 Schedule M-2 Page 1 of 2 Tax Liability at closing North Anna Unit 2 Gross Book Additions - North Anna Unit 2 $
Less: Allcwance For Funds Used During Construction: $
i Taxes Capitalized:
Vehicle Title $ _
Property $
Sales & Use S Benefit Plan Costs $
TOTAL $
Add: Interest Income Capitalized
- Town of Louisa $
Preliminary Operations $
Book Retirements $
Tax Basis Before Depreciation $
Less: Tax Depreciation $
Tax Basis I. Gross Up of Tax Consequences A. Tax Consequences Capital Gains Tax
-Federal Ordinary Tax $
-N.C. State Income Tax $
B. Gross Up for Additional Tax II. Proof of Additive Factor A. Purchase Price Before Additive Factor For Tax $ ,.
B. Wegotiated Payment in Excess of Original Cost Depreciated $ 2,700,000 C. Additive Factor from I-B $
D. Total Purchase Price $
E. Less: Depreciated Tax Basis $
F. Total Gain on Sale $
I EXHIBIT M l Page 5 of 10 l Schedule M-2 :
Page 2 of 2 G. N.C. State Income Tax $
H. Federal Ordinary Tax $
I. Capital Gain Tax- $
Total Taxes - Schedule M-2 $
Less: Payment Pursuant to Schedule N-2 $
Total Due at Closing $
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EXHIBIT M Page 6 of 10 Schedule M-3 Page 1 of 2 Tax Liability at Closing Support Facilities Gr.oss Book Additions - Support Facilities $
Less: Allowance For Funds
- Used During Construction: $
Taxes Capitalized:
Vehicle Title $
Property $
Sales & Use $
Benefit Plan Costs $
TOTAL $_,
Add: Interest Income Capitalized
-Town of Louisa $
Preliminary Operations $
Book Retirements $
Tax Basis Before Depreciation $
Less: Tax Depreciation $
Tax Basis $
I. Gross Up of Tax Consequences A. Tax Consequences Capital Gains Tax
-Federal Ordinary Tax $
-N.C. State Income Tax $
4 B. Gross Up for Additional Tax $
.i II. Proof of Additive Factor A. Purchase Price Before Additive Factor For Tax $
B. Additive Factor from I-B $
C. Total Purchase Price $
, D. Less: Tax Basis S E. Total Gain on Sale $
_ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ . _ . ~ . _ - , _ _ _ _ _ _ . _ _ _ _ _ _ _ _ . . ~ _ . _ _ _ _ - - - _ _ . _ _ _ - - _ _ .
EXHIBIT M Page 7 of 10 Schedule M-3 Page 2 of 2 F. N.C. State Income Tax $
, G. Federal Ordinary Tax $
H. Capital Gain Tax $
Total Taxes - Schedule M-3 $
Less: Payment Pursuant to Schedule N-1 $
Total Due at Closing $
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EXHIBIT M Page 8 of 10 Schedule M-4 Page 1 of 1 Tax Liability at Closing Operating Inventory j Operating Inventory located at the North Anna Nuclear Power Station.
Operating Inventory Total S
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EXHIBIT M Page 9 of 10 Schedule M-5 Page 1 of 2 Tax Liability at Closing Major Spare Parts Gross Book Additions - Major Spare Parts $
Less: Allowance For Funds Used During Construction: $
Taxes Capitalized:
Vehicle Title $
Property $
Sales & Use $
Benefit Plan Costs $
TOTAL $
Add: Interest Income Capitalized
-Town of Louisa $
Preliminary Operations $
Book Retirements $
Tax Basis Before Depreciation $
Less: Tax Depreciation $
Tax Basis $
I. Gross Up of Tax Consequences A. Tax Consequences Capital Gains Tax
-Federal Ordinary Tax $
-N.O. State Income Tax $
B. Gross Up for Additional Tax $
II. Proof of Additive Factor A. Purchase Price Before Additive Factor For Tax $
B. Additive Factor from I-B $
C. Total Purchase Price $
D. Less: Depreciated Tax Basis $
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EXHIBIT M Page 10 of 10 Schedule M-5 Page 2 of 2 E. Total Gain on Sale $
F. N.C. State Income Tax $
G. Federal Ordinary Tax $
H. Capital Gain Tax $
Total Taxes - Schedule M-5 $
Less: Payment Pursuant to Schedule N-1 $
Total Due at Closing $
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Page 1 of 7 EXHIBIT N Deferred Payment Schedule - Taxes The taxes listed on this Schedule represent that por-tion of the total taxes incurred by Vepco pursuant to Exhibit M relating to the Facilities that the Parties have agreed will be payable by Old Dominion to Vepco over the respective remaining tax-depreciable lives of North Anna Unit 1 (including Common Facilities, Support Facilities and Major Spare Parts) and North Anna Unit 2 determined as of the Closing. The annual amount set forth below for any calendar year shall be payable in equal quarterly installments on March 15, June 15, September 15 and December 15 of each year.
Promissory Promissory Note #1 Note #2 Total Year (Schedule N-1) (Schedule N-2) Receivable 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 TOTAL $ $ $
EXHIBIT N Page 2 of 7 The Parties agree that the Deferred Tax Payment Schedule will be an estimate calculated as of the Closing Date.
When actual amounts are available at the time that the differ-ence due under Exhibit K is paid, the Deferred Tax Payment Schedule shall be recalculated as of the Closing Date for record purposes.
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EXHIBIT N Page 3 of 7 I Schedule N-1 Page 1 of 1 Deferred North Anna Unit 1 and Common Facilities and Payment Schedule
)
Promissory Year Nete #1 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 TOTAL O
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EXHIBIT N Page 4 of 7 Schedule N-2 Page 1 of 1 Deferred North Anna Unit 2 Payment Schedule Promissory Year Note #2 1984 1985 1986 1987 1988 -
1989 '
1990 1991 1992 1993 1994 1995 1996 TOTAL i
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EXHIBIT N Page 5 of 7 Deferred Payment Schedule Cancellation Costs Cancellation Costs shall be determined in accordance with the provisions of Schedule N-3. Schedule N-3 shall be ap-plied separately to each year, as appropriate.
North Anna North Anna Year Surry Units 3 and 4 Unit 3 Unit 4 Deferred Cancellation Costs shall be paid monthly at the same time as payments for Supplemental Demand under the Interconnection and Operating Agreement.
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EXHIBIT N Page 6 of 7 Schedule N-3 Page 1 of 2 CANCELLATION COSTS Total Amount Applicable to North Anna System North Anna Units 1 and 2 Abandoned Percentages (See Footnote Project (See Foot- 2 below)
Costs note 1 below) (Col 1 x Col 2)
(Column 1) (Column 2) (Column 3)
PLANT Surry Unit 3 $ % $
Surry Unit 4 North Anna Unit 3 North Anna Unit 4 1
FUEL Surry Unit 3 Eurry Unit 4 North Anna Unit 3 North Anna Unit 4 Totals S $
FOOTNOTES (1) The North Anna plant percentage will be the 12 month average capability for North Anna Units 1 and 2 divided by the 12 month average Vepco system monthly generating capability (extluding purchases). The North Anna fuel percentage will be the 12 month generation for North Anna Units 1 ar d 2 divided by the Vepco 12 month system generation.
(2) The amounts not applicable to North Anna Units 1 and 2 will be included in charges for Supplemental Demand, Reserve Capacity and Reserve and Supplemental Energy.
Exhibit N Page 7 of 7 Schedule N-3 Page 2 of 2 CANCELLATION COSTS Total Total Annual Amount Amount Amount Applicable Old Due From Due to North Dominion Old Fror. Old Anna Units Percentage Dominion Dominion 1 and 2 Ownership (Col 1 (See (p. 6, col. 3) Interest x Col 2) Footnote 3)
(Column 1) (Column 2) (Column 3) (Column 1)
PLANT Surry Unit 3 $ % $ $
Surry Unit 4 North Anna Unit 3 North Anna Unit 4 FUEL Surry Unit 3 Surry Unit 4 North Anna Unit 3 North Anna Unit 4 _
Totals S $ $
FOOTNOTE:
(3) The annual amounts due from Old Dominion are based upon the methodology heretofore authorized by FERC for Surry ;
Units 3 and 4 and North Anna Unit 4. The annual .
amounts for North Anna Unit 3 will be determined in ac- I cerdance with ratemaking methodology authorized by FERC.
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Page 1 of 4 -
EXHIBIT O FORM OF PURCHASE MONEY SECOND DEED OF TRUST NOTE OLD DOMINION ELECTRIC COOPERATIVE DUE No. $
OLD DOMINION ELECTRIC COOPERATIVE, a Virginia genera-tion and transmission cooperative therein, together with its successors and assigns, called "Olu Nminion"), for value received, hereby promises to pay to the order of VIRGINIA s ELECTRIC AND POWER COMPANY (herein, together with its succes-sors and assigns, called "Vepco") or assigns, on or before
, as hereinafter provided, the principal sum of Dollars due and payable as indicated on the following schedule:
Date Principal Payment Date Principal Payment y , . - - , - _ _ , , - - , - . - _ - - ,-r-v-- - , . - - - . ,-- - -- ,. .
I
~~~ i EXHIBIT O Page 2 of 4 and Old Dominion further promises to pay to Vepco interest on any principal payment not made when due at the rate of 3% above the prime rate of The Chase Manhattan Bank, N.A., in effect from time to time during the period that any principal is due but unpaid. Such interest shall be payable on demand.
Old Dominion may prepay the principal amounts due hereunder in whole or in part at any time and from time to time without penalty or premium.
All payments and prepayments hereunder (except a pay-ment or prepayment that discharges all indebtedness of Old Dominion evidenced by this Note) shall be made without present-ment, demand, protest or notice of dishonor, all of which are expressly waived, to such address or account as the holder hereof shall direct, from time to time, by written notice to Old Dominion. All payments and prepayments hereunder shall be l in lawful money of the United States of America, and shall be applied first to the payment of interest on any overdue principal and then to payment of the principal hereof.
This Note is one of the two promissory notes referred to in Section 3.04 of the Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"), between Old Dominon and Vepco. The provisions of
! the Purchase Agreement and the rights and obligations of Old l
l Dominon and the rights of Vepco may be modified to the extent permitted by and as provided in the Purchase Agreement. This l
. .= _ _ _ _ _
EXHIBIT O !
. Page 3 of 4 l l
Note, together with other indebtedness which may arise, from ,
time to time, of Old Dominen to Vepco, is secured by a Second Deed of Trust of even date herewith, given by Old Dominion to
, as trustee (the " Trustee"), conveying a 12 1/2 percent undivided interest in certain real property briefly de-scribed as Vepco's North Anna Power Station, situated in the l Counties of Louisa, Orange and Spotsylvania, Virginia, and more particularly described in Schedule A to such Second Deed of Trust. This Note is executed by the Truste'e solely for the purpose of identification, and the Trustee shall neither be nor be deemed to be l'iable hereunder, under such Second Deed of Trust, or in any other manner whatsoever as a result of such execution.
Upon the occu'.rence and during the continuance of an Event of Default under the Purchase Agreement, the principal hereof and any interest on overdue principal may be declared to be due and payable forthwith as provided in the Purchase Agreement. Should this None or the indebtedness represented by this Note be placed in the hands of attorneys for collection after default, Old Dominion agrees to pay, in addition to the principal and any interest due and payable hereon, all costs of collecting this Note, including reasonable attorneys' fees and expenses.
EXHIBIT O
. Page 4 of 4 IN WITNESS WHEREOF, Old Dominion, Electric Cooperative has caused this Note to be duly executed by its President or one of its Vice Presidents and its corporate seal to be affixed hereto and attested by its Secretary or one of its Assistant Secretaries.
Dated: , 1983 OLD DOMINION ELECTRIC COOPERATIVE By President s
[ SEAL] .
Attest:
Secretary l
e
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EXHIBIT P RELEASE AND COVENANT NOT TO SUE This Releas'e and Covenant Not to Sue (hereinafter "this Release"), made this day of , 1983, by [Old Dominion or Old Dominion Member], hereinafter referred to as the Releasor, provides:
RECITALS:
A. Old Dominion and Vepco have entered into a Purchase, Construction and Ownership Agreement, dated as of December 28, 1982, for the sale by Vepco to Old Dominion of an undivided ownership interest in the Facilities, which Agreement gives Old Dominion and its members access to bulk power genera-tion facilities on reasonable terms.
B. Old Dominion and Vepco have also executed an Interconnection and operating Agreement, dated as of December 28, 1982, providing for the czeration of Old Dominion's Percentage ownership Interest in the Facilities and for Vepco to supply supplemental and reserve capacity and energy from Vepco's generating facilities other than those in which Old
, Dominion has a percentage ownership interest and to transmit to l
Old Dominion energy and capacity purchased from others or gen-erated at Old Dominion's generating facilities.
C. Old Dominion and Vepco have also entered into a Nuclear Fuel Agreement, dated as of December 28, 1982, to provide Old Dominion its percentage ownership interest in the
\
nuclear fuel to be used in North Anna Units 1 and 2.
EXHIBIT P Page 2 of 9 D. With respect to the foregoing agreements, Vepco and old Dominion have bargained at arms length and in good faith and on equivalent terms for economic benefits to each of them which produce an overall result considered just and reasonable, and they have each been represented by competent counsel in all matters relating to this Release.
E. As a part of the foregoing economic benefits, Vepco has agreed to execute and deliver to old Dominion and to each Old Dominion Member a Release and Covenant Not to Sue. Old Dominion and each of the old Dominion Members have agreed to execute and deliver to Vepco reciprocal Releases and Cove.tants
, Not to Sue. In executing these Releases and Covenants Not to Sue, Old Dominion, each Old Dominion Member and Vepco deny wrongdoing of any kind whatsoever, and it is mutually agreed by Vepco and Releasor that this Release is not and shall not be deemed evidence of any wrongdoing.
NOW THEREFORE, in consideration of the mutual covenants, agreements, warranties and representations set forth or referred to herein, Releasor, on behalf of or for itself and its departments, agencies, councils, managers, officers, directors, agents, employees and members, and its or their predecessors, successors, affiliates, and assigns, and any person or entity claiming by, through or under it or them, agrees as follows:
- . . . . . . . . .- l i
i EXHIBIT P Page 3 of 9
- 1. (A) Except as reserved in paragraph 2 hereof, un-conditionally to remise, ralease and forever discharge (or, if j necessary to preserve rights against others, instead covenant not to sue pursuant to paragraphs 1(B) and 3 hereof) Vepco, its l predecessors, successors and assigns, and its past and present officers, directors, agents and employees, from all claims, 1 demands, causes of action, obligations,' damages and liabilities of every type and description, including, without restricting the generality of the foregoing, all claims for costs,
) expenses, attorney's fees and all other related or similar
- claims of whatever kind, whether now known or hereafter discovered, which are based in whole or in part on or arise out of any conduct, act, practice or omission or any other matter or event which occurred or is alleged to have occurred en or prior to the effective date of this Release and is claimed to violate (1) any state or federal antitrust, trade regulation or unfair competition law, (2) the Federal Power Act, the Atomic Energy Act, or any similar or related state or federal act, law or statute and any unendment to any of said acts, laws, or statutes, insofar as such act, law, statute or amendment may give rise to liability for monopolistic, anticompetitive or un-fairly competitive acts, conduct or omissions, or unduly discriminatory or preferential rates, charges, classifications, rules or regulations, including all claims for damages, refunds, injunctive relief or any other form of relief or i
t action by an administrative or regulatory agency or other
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EXHIBIT P Page 4 of 9 entity charged with carrying out or enforcing any said act, law, statute or amendment, or for costs, expenses or attorney's fees, or (3) the statutory or common law of any state relating to tortious or conspiratorial interference with contractual or business relationships which is anticompetitive or unfairly competitive in intent or effect; and (B) Except as reserved in paragraph 2 hereof, not to br'.ng, commence, initiate, maintain, assist, participate
, voluntarily in or prosecute any action at law, proceeding in equity or any other proceeding (including, without limitation, proceedings at or before the Federal Energy Regulatory Commission or any successor agency, at or before the Nuclear i
Regulatory Commission or any successor agency, or at or before
, any other administrative or regulatory agency) or claim for damages or relief of any kind or description, whether now known or hereafter discovered, against Vepco, its predecessors, suc-
! cessors and assigns, and its past and present officers, directors, agents and employees, based in whole or part on or arising out of any conduct, act, practice or omission or any other matter or event which occurred or is alleged to have occurred on or prior to the effective date of this Release, where such claim, cause of action or other proceeding asserts a violation of (1) any state or federal antitrust, trade regula-tion or unfair competition law, (2) the Federal Power Act, the Atomic Energy Act, or any similar or related state or federal act, law or statute, and any amendment to any of said acts,
, _ . . . , , - . , _ _ _ . . ~ _ . , . . _ , _ . _ -.._.,,,____,_-_,.m.,r., _ , _ , . , _ _ , _ _ _ _ _ _ _ . _ _ _ , . , - - - . .,-,_..m..., -_ -,,,,y,..., - . . -,,,_.,
EXHIBIT P Page 5 of 9 laws or statutes, insofar as such act, law, statute or amendment may give rise to liability for monopolistic, an-ticompetitive or unfairly competitive acts, conduct or omis-sions, or unduly discriminatory or preferential rates, charges, classifications, rules or regulations, including all claims for damages, refunds, injunctive relief or any other form of relief or action by an administrative or regulatory agency er other entity charged with carrying out or enforcing any naid act, law, statute, or amendment, or for costs, expenses or attorney's faes or (3) the statutory or common law of any state relating to tortious or conspiratorial interference with con-tractual or business relationships which is anticompetitive or unfairly competitive in intent or effect.
(C) The release and covenant not to sue set forth in subparagraphs (A) and (B) above specifically include, but are not limited to, any claim, demand, cause of action, obliga-tion, damage or liability, of every type and description, whether now known or hereafter discovered, which is based on, arises out of or relates in any way to any act, practice or omissi$k (i) that was raised in the section entitled "Anticompetitive, Antitrust Conduct and Posture of VEPCO" of the " Petition to Intervene of Old Dominion Electric Cooperative, Northern Neck Electric Cooperative, North Carolina Electric Membership, Corporation and Roanoke Electric Membership Corporation; and Their Motion to Reject the Company's Application Until the Same Meets the Commission's Filing l
l i
i
EXHIBIT P Page 6 of 9 Requirements; and Their Motion to Suspend the Rates Applied For, When Properly Filed, for the Full Statutorily Allowable Five Months Period," dated December 20, 1974 from William T.
Crisp to Kenneth E. Plumb, Secretary of the Federal Power Commission, which were filed in Federal Power Commission Docket No. E-9147; or (ii) that relates to the Application (Case No.
9535) by Old Dominion to the Virginia Commission in 1950 for approval of the issuance of securities for construction of a generation and transmission system.
- 2. This Release may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, claim or other proceeding institut-ed, prosecuted, attempted or maintained by Releasor or any other entity, jointly or severally, which is covered by or breaches this Release; except that this Release shall not be a bar to any claims raised by old Dominion or any of its Members before the Federal Energy Regulatory Commission or any succes-sor agency, in connection with any application for a rate in-crease made by Vepco to the Federal Energy Regulatory Commission or any successor agency, to the extent that such claims relate to any rate increase requested for any period between July 15, 1983 and the Closing. With respect to any discovery, whether formal or informal, instituted or sought by the Releasor or any group or organization of which it may be a member, relating to the rights retained by this paragraph, the
.Releasor agrees that it will seek only such discovery which is
EXHIBIT P Page 7 of 9 directly related to the rights reserved by this' paragraph, and further agrees that as to any objection to any such discovery l l .by Vepco the burden shall be on the Releasor to establish a direct relationship between the discovery being sought and the rights reserved in this paragraph. Releasor agrees that the rights reserved in this paragraph shall be narrowly construed.
- 3. This Release shall not be a bar to any claim that 4 Releasor may have against any person, firm corporation, asso-ciation or other entity other than those specified in this Release which may have been a joint tort-feasor or co-conspirator with Vepco with respect to any matter relating to this Release. Vepco and the Releasor agree, therefore, that this Release shall constitute a covenant not to sue where and to the extent necessary to preserve all rights against any and
! all such alleged joint tort-feasors or co-conspirators.
- 4. Releasor acknowledges that this Release is not based upon any factual, legal or other representations, prom-ises or assurances, oral or otherwise, made by Vepco and not contained in this document or the Basic Agreements; and Releasor expressly assumes the risk that the facts or law with l respect to which this Release is executed are or may be found hereafter to be different from the. facts or law believed by the Releasor to be true as of the date of this Release, and agrees that this Release shall be effective notwithstanding any such difference.
EXHIBIT P Page 8 of 9
- 5. Releasor acknowledges that the Basic Agreements may be amended from time to time. Releasor also acknowledges that the Basic Agreements provide that Vepco may assign, transfer or convey any or all of its interests in the Facilities at any time without the consent of old Dominion, provided that no such i
assignment, transfer or conveyance shall diminish the interests or rights of Old Dominion in the Facilities or under the Basic Agreements. In the event of any such amendment, assignment, transfer or conveyance, this Release shall remain in full force and effect as to Vepco.
- 6. Releasor agrees that this Release is and shall be binding on the predecessors, successors and assigns of Releasor and any persons or entities claiming through, by or under it or them, and shall inure to the benefit of Vepco and its succes-( sors and assigns.
1 l
- 7. Releasor represents and warrants that it has not made or suffered to be made any assignment or transfer of any claim herein purported to be released or as to which it has herein covenanted not to sue.
- 8. In the event that any court or other tribunal or 1
agency of competent jurisdiction at any time holds that any provision of this Release is invalid or unenforceble, the re-maining provisions shall not be affected by such holding and shall continue in full force and effect.
- _ _ ---,_m- , , . _ , - _ . - _ . . _ . . , - - _ - - , . _ . . - - . - - , . - . . , . - - . . _ , . - , . ~ -.--..-, . -,.- _ -- . - .. . - - -
1 EXHIBIT P Page 9 of 9
- 9. This Release is the entire agreement between Vepco and the Releasor as to the subject matter covered by this Release and any related matters, and cannot be changed or modified except by written agreement between Vepco and the Releasor. -
- 10. This Release shall become effective as of the Closing Date under the Purchase, Construction and Ownership Agreement.
- 11. Terms used but not defined herein shall have the meaning assigned thereto under the Purchase, Construction and Ownership Agreement.
- 12. The recitals set forth herein and designated A through E are ma'de a part of this Release.
IN WITNESS WHEREOF, Releasor has caused this Release and Covenant Not to Sue to be signed and sealed by its duly au-thorized representative.
By Releasor Title m - - -. -- w - -.-- , -. w- - - - + -
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Page 1 of 7 EXHIBIT Q
[ Letterhead of Litten, Sipe and Miller]
, 1983 Virginia Electric and Power Company One James River Plaza Richmond, Virginia 23261 Heron, Burchette & Ruckert Suite 420 1200 New Hampshire Avenue, N.W.
Washington, D. C. 20036 Purchase, Construction and ownership Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative
Dear Sirs:
We refer to the Purchase, Construction and Ownership Agreement (the " Agreement") dated as of December 28, 1982, between Virginia Electric and Power Company, a Virginia public service corporation ("Vepco"; and Old Dominion Electric Power Cooperative, a Virginia generation and transmission cooperative
("Old Dominion"), and in particular to the provisions of Section 6.Ol(j) of the Agreement, which call for the delivery of an opinion by us, as counsel for Old Dominion, to which Vepco is today transferring an undivided interest in certain electric generating facilities pursuant to the Agreement.
EXEIBIT Q Page 2 of 7 In such capacity, we have examined the following documents:
- 1. Executed counterpart of the Interconnection and
' Operating Agreement (the " Interconnection and Operating Agreement") dated as of December 28, 1982, between Vepco and Old Dominion.
- 2. Executed counterparts of the several wholesale power contracts between Old Dominion and the Old Dominion Members (as such term is defAned in the Agreement) for the purchase of electric energy and capacity by the Old Dominion Members from Old Dominion (the " Wholesale Power Contracts").
- 3. Executed counterpart of the Nuclear Fuel Agreement (the " Nuclear Fuel Agreement") dated as of December 28, 1982, between Vepco and Old Dominion.
- 4. Counterparts of the several instruments entitled
" Release and Covenant Not to Sue" executed in favor of Vepco by l
Old Dominion and the Old Dominion Members, each in the form of l Exhibit P to the Agreement (the " Release").
l
- 5. Executed counterpart of the Agreement.
- 6. That certain Loan Guarantee Authorization (the
" Loan Authorization") issued by the Rural Electrification Administration on behalf of Old Dominion on , 1983, in the amount of $ million.
~
- 7. Executed counterparts of deed of conveyance between Vepco and Old Dominion, dated , 1983, in the form of Exhibit G to the Agreement (the Deed"),
i l
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EXHIBIT Q Page 3 of 7
- 8. Executed counterparts of the assignment agreement between Vepco and Old Dominion, dated , 1983, in the form of Exhibit H to the Agreement (the " Assignment Agreement").
- 9. Executed counterparts of bill of sale between Vepco and Old Dominion, dated , 1983, in the form of Exhibit I to the Agreement (the " Bill of Sale").
- 10. Er*cuted counterparts of the purchase money second deed of trust from Old Dominion, dated , 1983, in the form of Exhibit J to the Agreement (the "Second Deed of Trust").
- 11. Executed counterparts of the purchase money second
- deed of trust note from Old Dominion, dated , 1983, in the form of Exhibit O to the Agreement, (the " Notes").
j We have also reviewed the relevant corporate proceed-ings of Old Dominion and have examined originals or copies cer-tified to our satisfaction of corporate records of Old Dominion, certificates of public officials and of officers and representatives of Old Dominion, and such other documents as we have deemed necer.sary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genu-ineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as certified copies.
For purposes of the opinions expressed below in para-graphs 1, 4, 5, 6, 7 and 8, insofar as such opinions relate to
w . . _ _ _ .
EXHIBIT Q Page 4 of 7 ;
i the Old Dominion Members or instruments or transactions to which the Old Dominion Members are parties, we have relied upon the opinions of counsel for the Old Dominion Members, copies of
'which are attached hereto, and we believe that we and you are justified in relying upon such opinions.
We are of the opinion that:
- 1. Old Dominion is a generation and transmission coop-erative, and each of the Old Dominion Members is a Virginia co-operative, in each case duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power under the laws of Virginia to acquire and own its properties and to carry on its business and to enter into and perform its obligations under the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, ths Notes, the Wholesale Power Contracts, the Loan Authorization and the Release.
- 2. All necessary corporate proceedings by Old Dominion have been duly taken to authorize the transactions contemplated by the Agreement, the Interconnection and Operating Agreement, l
the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release executed by Old Dominion, and the performance by Old Dominion of its obligations thereunder.
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EXHIBIT Q Page 5 of 7
- 3. The Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreer. ant, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the
! ' N'o te s , the Wholesale Power Contracts and the Release executed by old Dominion have been duly authorized, executed and delivered by Old Dominion and constitute the legal, valid and binding agreements of Old Dominion.
- 4. All necessary corporate proceedings by the Old Dominion Members have been duly taken to authorize the transac-tions contemplated by the Wholesale Power Contracts and the Release executed by the Old Dominion Members and the perfor-mance by the Old Dominion Members of their obligations thereunder.
- 5. The Wholesale Power Contracts and the Releases exe-cuted by the Old Dominion Members have been duly authorized, executed and delivered by the Old Dominion Members and constitute the legal, valid and binding agreements of the Old Dominion Members.
- 6. No authorization, consent, waiver, approval or other action by any regulatory body or bodies gg the United States of America or of the Commonwealth of Virginia is neces-sary in connection with the execution, delivery or performance by Old Dominion and the Old Dominion Members of the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power
EXEIBIT Q Page 6 of 7 l
l Contracts and the Release in connection with the validity, i l
legality or effectiveness of any of such instruments, except for those required to be obtained pursuant to Section 6.02(d) o'f the Agreement, which have been obtained as represented therein.
- 7. To the best of our knowledge, there does not exist any litigation, proceeding or governmental investigation pend-ing or threatened against or relating to the transactions con-templated by the Agreement, the Interco'Enection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release.
- 8. Neither the execution, delivery or performance of l
the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release has resulted in or will result in any subsisting or fu-ture violation of, default under or conflict with, any term or
, provision of the Articles of Incorporation or the by-laws of l
- Old Dominion or any Old Dominion Member or of any mortgage, in-denture, judgment, order or decree (in each case, as presently existing) applicable to Old Dominion or, to the best of our knowledge, any Old Dominion Member, or has resulted in or will result in any subsisting or future violation of, default under 1
I l.. -
, ,yqg em e m~+M sae 49'y e "'W 6M EXHIBIT Q i Page 7 of 7 )
or conflict with, any term or provision of any other instrument or agreement (in each case, as presently existing) applicable to Old Dominion or any Old Dominion Member, or to the best of our knowledge, has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Old Dominion or any Old Dominion Member.
- 9. The Loan Authorization, in the amount of
$ million, is in full force and effect, enforceable in accordance with its terms (except to the extent that the enforceability thereof is subject to provisions of bankruptcy, insolvency or other laws affecting creditors rights in general and general principles of equity) and constitutes a legal, valid and binding agreement between Old Dcminion and the government of the United States of America acting through the Rural Electrification Administration.
Very truly yours, LITTEN, SIPE AND MILLER
1 l
Page 1 of 7 EXHIBIT R
[ Letterhead of Heron, Burchette & Ruckert)
, 1983 Virginia Electric and Power Company One James River Plaza Richmond, Virginia 23261 Purchase, Construction and Ownership Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative
Dear Sirs:
We refer to the Purchase, Construction and Ownership Agreement (the " Agreement") dated as of December 28, 1982, between Virginia Electric and Power Company, a Virginia public service corporation ("Vepco") and Old Dominion Electric Power Cooperative, a Virginia generation and transmission cooperative
("Old Dominion"), and in particular to the provisions of Section 6.01(j) of the Agreement, which call for the delivery of an opinion by us, as counsel for Old Dominion, to which Vepco is today transferring an undivided interest in certain electric generating facilities pursuant to the Agreement.
In such capacity, we have examined the following documents:
- 1. Executed counterpart of the Interconnection and i
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EXEIBIT R )
Page 2 of 7 ;
Operating Agreement (the " Interconnection and Operating Agreement") dated as of December 28, 1982, between Vepco and Old Dominion.
- 2. Executed counterparts of the several wholesale power contracts between Old Dominion and the Old Dominion Members (as such term is defined in the Agreement) for the purchase of electric energy and capacity by the Old Dominion Members from Old Dominion (the " Wholesale Power Contracts").
- 3. Executed counterpart of the Nuclear Fuel Agreement (the " Nuclear Fuel Agreement") dated as of December 28, 1982, between Vepco and Old Dominion.
- 4. Counterparts of the several instruments entitled
" Release and Covenant Not to Sue" executed in favor by Vepco of Old Dominion and the Old Dominion Members, each in the form of Exhibit P to the Agreement (the " Release").
- 5. Executed counterpart of the Agreement.
- 6. That certain Loan Guarantee Authorization (the
" Loan Authorization") issued by the Rural Electrification Administration on behalf of Old Dominion on , 1983 in the amount of $ million.
- 7. Executed counterparts of deed of conveyance between Vepco and Old Dominion, dated , 1983, in the form of Exhibit G to the Agreement (the " Deed").
- 8. Executed counterparts of the assignment agreement l between Vepco and Old Dominion, dated , 1983, in the form of Exhibit H to the Agreement (the " Assignment Agreement").
I
EXHIBIT R Page 3 of 7
- 9. Executed counterparts of bill of sale between Vepco and Old Dominion, dated , 1983, in the form of Exhibit I to the Agreement (the " Bill of Sale").
- 10. Executed counterparts of the purchase money second deed of trust from Old Dominion, dated , 1983, in the form of Exhibit J to the Agreement, (the "Second Deed of Trust").
- 11. Executed counterparts of the purchase money second deed of trust note from Old Dominion, dated , 1983, in the form of Exhibit O to the Agreement, (the " Notes").
, We have also reviewed the relevant corporate proceed-ings of Old Dominion and have examined originals or copies cer-tified to our satisfaction of. corporate records of Old Dominion, certificates of public officials and of officers and representatives of Old Dominion, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genu-ineness of all signatures and the authenticity of all documents i
~
submitted to us as originals and the conformity with originals
() of all documents submitted to us as certified copies.
, As to opinions expressad herein governed by laws of the Commonwealth of Virginia, v- havc relied on the opinion of Litten, Sipe and Miller, members of the Bar of the Commonwealth of Virginia, on whom we believe you and we are justified in relying. For purposes of the opinions expressed below in para-i~
graphs 1, 4, 5, 6, 7 and 8, insofar as such opinions relate to l
EXHIBIT R Page 4 of 7 i .
the Old Dominion Members or instruments or transactions to which the Old Dominion Members are parties, we have also relied upon the opinions of counsel for the Old Dominion Members, copies of which are attached hereto, and we believe that we and i you are justified in relying upon such opinions.
l We are of the opinion that:
- 1. Old Dominion is a generation and transmission coop-erative, and each of the Old Dominion Members 3s a Virginia co-operative, in each case duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power under the laws of Virginia to acquire and own its properties and to carry on its business and to enter into and perform its obligations under the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Wholesale Power Contracts, the Loan Authorization and the Release.
l 2. All necessary corporate proceedings by Old Dominion have been duly taken to authorize the transactions contemplats by the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release executed by Old Dominion, and the performance by Old Dominion of its obligations thereunder.
- 3. The Agreement, the Interconnection and Operating
EXHIBIT R Page 5 of 7 Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts and the Release executed by Old Dominion have been duly authorized, executed and delivered by old Dominion and constitute the legal, valid and i
' binding agreements of the Cooperative.
- 4. All necessary corporate proceedings by the Old Dominion Members have been duly taken to authorize the transac-tions contemplated by the Wholesale Power Contracts and the Release executed by the Old Dominion Members and the perfor-mance by the Old Dominion Members.of their obligations thereunder.
- 5. The tiholesale Power Contracts and the Release exe-cuted by the Old Dominion Members have been duly authorized, executed and delivered by the Old Dominion Members and constitute the legal and binding agreements of the Old Dominion Members.
- 6. No authorization, consent, waiver, approval or other action by any regulatory body or bodies of the United States of America or of the Commonwealth of Virginia is neces-sary in connection with the execution, delivery or performance by Old Dominion and the Old Dominion Members of the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of j Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts and the Release in connection with the validity,
- . ~ ,.%_
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EXHIBIT R Page 6 of 7 l legality or effectiveness of any of such instruments, except for those required to be obtained pursuant to Section 6.02(d) of the Agreement, which have been obtained as represented l therein. .
- 7. To the best of our knowledge, there does not exist any litigation, proceeding or governmental investigation pend-ing or threatened against or relating to the transactions con-templated by the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release.
- 8. Neither the execution, delivery or performance of the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement, the Deed, the Second Deed of Trust, the Bill of Sale, the Assignment Agreement, the Notes, the Wholesale Power Contracts, the Loan Authorization and the Release has resulted in or will result in any subsisting or fu-ture violation of, default under or conflict with, any term or provision of the Articles of Incorporation or the by-laws of Old Dominion or any Old Dominion Member or of any mortgage, in-denture, judgment, order or decree (in each case, as presently existing) applicable to Old Dominion or, to the best of our knowledge, any Old Dominion Member, or has resulted in or will result in any subsisting or future violation of, default under or conflict with, any term or provision of any other instrument i
1
EXHIBIT R I Page 7 of 7 or agreement (in each case, as presently existing) appli' cable to Old Dominion or any Old Dominion Member, or to the best of l our knowledge, has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Old Dominion or any Old Dominion Member.
- 9. The Loan Authorization, in the amount of $
million, is in full force and effect, enforceable in accordance with its terms (except to the extent that the enforceability thereof is subject to provisions of bankruptcy, insolvency or other laws affecting creditors rights in general and general principles of equity) and constitutes a legal, valid and bind-ing agreement between Old Dominion and the government of the United States of America, acting through the Rural Electrification Administration.
Very truly yours, HERON, BURCHETTE J. JJCKERT I
i
~ . - . . . - - - - . . - - , - -- - - -- . -. , , ,
1 1
Page 1 of 7 EXHIBIT S RELEASE AND COVENANT NOT TO SUE BY VIRGINIA ELECTRIC AND POWER COMPANY This Release and Covenant Not to Sue (sometimes herein-after referred to as "this Release"), made this day of
, 1983, by Virginia Electric and Power Company for itself, its affiliate companies, predecessors, successors and assigns, (hereinafter sometimes referred to as "Vepco"), in favor of Old Dominion Electric Cooperative and its Members (sometimes hereinafter referred to as "Old Dominion"),
provides:
RECITALS:
A. Old Dominion and Vepco have entered into a Purchase, Construction and Ownership Agreement, dated as of December 28, 1982, for the sale by Vepco to Old Dominion of an undivided ownership interest in the Facilities, which Agreement gives Old Dominion and its members access to bulk power genera-tion facilities on reasonable terms.
B. Old Dominion and Vepco have also executed an Interconnection and Operating Agreement dated as of December l
28, 1982 providing for the cperation of Old Dominion's Percentage Ownership Interest in the Facilities and for Vepco
- to supply supplemental and reserve capacity and energy from
J EXHIBIT S Page 2 of 7 j Vepco's generating facilities other than those in which Old Dominion has a Percentage Ownership Interest and to transmit to Old Dominion energy and capacity purchased from others or gen-erated at Old Dominion's generating facilities.
C. Old Dominion and Vepco have also entered into a Nuclear Fuel Agreement, dated as of December 28, 1982, to provide Old Dominion its percentage ownership interest in the nuclear fuel to be used in North Anna Units 1 and 2.
D. With respect to the foregoing agreements, Vepco and Old Dominion have bargained at arms length and in good faith and on equivalent terms for economic benefits to each of them which produce an overall result considered just and reasonable, and they have each been represented by competent counsel in all
! matters relating to this Release.
E. As a part of the foregoing economic benefits, Vepco has agreed to execute and deliver to Old Dominion and to each of the Old Dominion Members a Release and Covenant Not to Sue.
Old Dominion and each of the Old Dominion Members have agreed to execute and deliver to Vepco reciprocal Releases and Covenants Not to Sue. In executing these Releases and Covenants Not to Sue, Old Dominion, each Old Dominion Member and Vepco deny wrongdoing of any kind whatsoever, and it is mu-tually agreed by Vepco., Old Dominion, and each Old Dominion i
Member that this Release is not and shall not be deemed evi-dence of any wrongdoing.
EXHIBIT S Page 3 of 7 NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, benefits and warranties set forth or acted, Vepco agrees as follows:
- 1) That the foregoing recitals are made a part of this Release.
- 2) For the purposes of this Release, each and every reference to the terms "Old Dominion Members", " antitrust laws of the United States" and "the antitrust laws of Virginia" shall have the following meanings respectively:
(a) The term "Old Dominion Members" shall include all departments, agencies, councils, managers, officers, em-ployees, predecessors, successors, affiliates and assigns of such member.
(b) " Antitrust laws of the United States" shall mean the following acts, and all amendments thereto:
- 1) "An Act to protect trade and commerce against unlawful restraints and monopolies," approved July 2, 1890 (the "Sherman Act");
- 2) Sections 73 to 76, inclusive, of an Act entitled "An Act to reduce taxation, to provide revenue for Government, and for other purposes," approved August 27, 1894 (the " Wilson Tariff Act");
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- 3) "An Act to supplement existing laws against unlawful restraints and monopolies, and for other purposes," approved October 15, 1914 (the "Clayton Act"); and
EXHIBIT S Page 4 of 7
- 4) "An~Act to create a Federal Trade Commission, to define its powers and duties, and for other purposes," approved September 26, 1914 (the " Federal Trade Commissioh Act").
(c) " Antitrust laws of Virginia" shall mean the antitrust provisions of the Constitution of Virginia, Title 59.1 of the Code of Virginia, as amended, and any implementing regulations promulgated by any Agency of the Commonwealth of Virginia.
(d) Other terms used herein shall have the respective meanings set forth in the Purchase, Construction and Ownership Agreement.
- 3. Vepco, for itself, its subsidiaries, divisions, departments, predecessors, successors, assigns, affiliated companies, and any person or entity claiming through, by or under it or them, remises, releases and forever discharges old Dominion from all claims, liabilities, causes of action and damages of every type and description arising at any time prior to the date of this Release, under a: .-d upon (a) the anti-trust laws of the United States, * '
ust laws of Virginia, or the antitrust laws of any other state; (b) the Federal Power Act and the Atomic Energy Act and any amendment to any of said acts or laws insofar as such acts or laws give rise to liability for anticompetitive or unfairly competitive conduct or activity, including all claims for damages or other l
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ZXHIBIT S Page 5 of 7 forms of relief, or for attorneys' fees, costs and expenses; and (c) claims arising under the statutes or common law of any state relating to tortious interference with contractual rela-tionships which is anticonpetitive or unfairly competitive in intent or effect,
- 4. This Release shall not constitute a release as to any claim of any type that Vepco may have against any person, firm, corporation association or other entity which may have been a joint tort-feasor or co-conspirator with Old Dominion or with any of the Old Dominion Members. Vepco and Old Dominion agree, therefore, that this Release shall constitute a covenant not to sue where and to the extent necessa~ry to preserve all rights against any and all such alleged joint tort-feasors or conspirators. With respect to such claims, Vepco hereby covenants and agrees with Old Dominion and each of the Old Dominion Members that nothing in this paragraph shall give Vepco the right to assert any claim against Old Dominion or any of the Old Dominion Members that would otherwise be barred by Paragraph 3. Vepco is free, however, to assert any such claims against any third party, and the sertion of any such claim shall not be a violation of this Release.
- 5. Vepco acknowledges that this Release is not based upon any factual, legal or other representations or promises made by Old Dominion and not contained in this document, the Purchase, Construction and ownership Agreement, the l
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l EXHIBIT S Page 6 of 7 Interconnection and Operating Agreement, and the Nuclear Fuel Agreement; and it fully understands that if the facts or law with respect to which this Release is executed are or may be found hereafter to be other than, or different from, the facts or law in that connection now believed by Vepco to be true, l
Vepco expressly accepts and assumes the risk of such possible difference and agrees that this Release herein given shall be and remain effective notwithstanding any such difference.
- 6. Vepco represents and warrants that it has not made or suffered to be made any assignment or transfer of any claims i
herein purported to be released, or for which it has covenanted not to sue.
- 7. Vepco agrees that this Release shall be binding on it, its departments, divisions, predecessors, successors, assigns, affiliated companies and subsidiaries, and any person claiming through, by or under it or them, and each of them, and shall inure to the benefit of Old Dominion and each Old l Dominion Member.
- 8. In the event a court or other tribunal of competent jurisdiction at any time holds that any provision of this Release is invalid, the remainder hereof shall not be affected by such holding and shall continue in full force and effect.
- 9. This Release shall become effective as of the Closing Date under the Purchase, Construction and Ownership l
Agreement.
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EXHIBIT S Page 7 of 7 IN WITNESS WHEREOF, Vepco has caused these presents to )
i be signed and sealed, as of the day and year first above !
mentioned, by its representatives thereunto duly authorized.
VIRGINIA ELECTRIC AND POWER COMPANY By:
Title:
ATTEST:
Secretary l
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Page 1 of 5 EXHIBIT T
[ Letterhead of Hunton & Williams]
, 1983 Old Dominion Electric Cooperative 5601 Chamberlayne Avenue Richmond, Virginia 23227 Purchase, Construction and Ownership Agreement between Virginia Electric and Power Company and Old Dominion Electric Cooperative
Dear Sirs:
We refer to the Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Agreement"),
between Virginia Electric and Power Company, a Virginia public service corporation ("Vepco") and Old Dominion Electric Cooperative, a Virginia generation and transmission cooperative
("Old Dominion"), and in particular to the provisions of Section 6.02(j) of the Agreement, which call for the delivery of an opinion by us, as counsel for Vepco, which is today
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l transferring an undivided interest in certain electric generating facilities to Old Dominion pursuant to the Agreement. Terms defined in the Agreement and not otherwise defined herein are used herein as so defined.
In such capacity, we have examined the following documents:
i EXHIBIT T Page 2 of 5
- 1. Executed counterparts of deed of conveyance between Vepco and Old Dominion, dated , 1983, in the form of Exhibit G to the Agreement (the " Deed of Conveyance").
- 2. Executed counterparts of the assignment agreement between Vepco and Old Dominion, dated , 1983, in the form of Exhibit H to the Agreement (the " Assignment Agree-ment").
- 3. Executed counterparts of bill of sale between Vepco and Old Dominion, dated , 1983, in the form of Exhibit I to the Agreement (the " Bill of Sale").
- 4. Executed counterparts of the instrument entitled Release and Covenant Not to Sue executed in favor of Old Dominion and the Old Dominion Members by Vepco, in the form of Exhibit T to the Agreement (the " Release").
- 5. Executed counterpart of the Interconnection and i
j Operating Agreement dated as of December 28, 1982 (the 1
" Interconnection and Operating Agreement") between Vepco and Old Dominion.
- 6. Executed counterpart of the Nuclear Fuel Agreement dated as of December 28, 1982 (the " Nuclear Fuel Agreement"),
l between Vepco and Old Dominion.
! 7. Executed counterpart of the Agreement.
We have also reviewed the relevant corporate proceed-l ings of Vepco and have examined and, with your approval relied l
upon, originals or copies certified to our satisfaction of cor-porate records of Vepco, certificates of public officials and
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l EXHIBIT T Page 3 of 5 of officers and representatives of Vepco, and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have 1
assumed the genuineness of all signatures and the authenticity
( of all documents submitted to us as originals and the conformi-ty with originals of all documents su'bmitted to us as certified copies.
We are of the opinion that:
- 1. Vepco is a public service corporation duly orga-nized, validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power under the laws of Virginia to acquire and own its properties and to carry on its business, to sell and convey such undivided inter-est by Special Warranty Deed and Bill of Sale, and to enter into and perform its obligations under the Agreement, the Interconnection ana Operating Agreement, the Nuclear Fuel Agreement and the Release.
- 2. All necessary corporate proceedings by Vepco have been duly taken to authorize the transactions contemplated by the Agreement, the Interconnection and Operating Agreement, thj$
Nuclear Fuel Agreement and the Release and the performance by Vepco of its obligations thereunder.
- 3. The Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement and the Release have been duly authorized, executed and delivered by Vepco and constitute the legal, valid and binding agreements of Vepco.
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EXHIBIT T Page 4 of 5
- 4. The Deed of Conveyance, the Assignment Agreement and the Bill of Sale have been duly authorized, executed, ac-knowledged and delivered by Vepco and constitute the legal,
.. lid and binding instruments of Vepco and, subject to the ex-caption set forth in the last paragraph hereof, are formally sufficient to convey to the Cooperative the property interests they purport to convey.
- 5. The approvals of the regulatory bodies specif-icially listed in Section 6.01(d) of the Agreement have been obtained and are in full force and effect.
- 6. To the best of our knowledge, there does not exist any litigation, proceeding or governmental investigation pend-ing or threatened against or relating to the transactions con-templated by the Agreement, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement and the Release.
- 7. Neither the execution, delivery or performance of the Agreement, the Deed of Conveyance, the Assignment Agreement, the Bill of Sale, the Interconnection and Operating Agreement, the Nuclear Fuel Agreement and the Release, has resulted in or will result in any subsisting or future viola-tion of, default under or conflict with, any term or provision of the Articles of Incorporation or the By-Laws of Vepco or of any mortgage, indenture, judgment, order or decree applicable to Vepco and known to us, or has resulted in or will result in any subsisting or future material violation of, default under or conflict with, any term or provision of any other instrument i
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EXHIBIT T Page 5 of 5 or agreement applicable to Ve'pco and known to us, or, to the best of our knowledge, has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of Vepco.
We have made no examination and express no opinion with respect to titles to any of the property purported to be con-veyed by the Deed of Conveyance, the Bill of Sale or any other properties or with respect to the_ existence. of any liens, charges or encumbrances thereon.
Very truly yours, HUNTON & WILLIAMS l
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Page 1 of 1 Exhibit U Measuring Lives John B. Bernhardt John I. Oatts William W. Berry William L. Proffitt James E. Betts Tyndall L. Baucom Milton L. Drewer, Jr. Wadsworth Bugg, Jr.
Mrs. Mary C. Fray Paul G. Edwards Bruce C. Gottwald Gerald C. Headley, Jr.
Dr. Allix B. James Robert F. Hill T. Justin Moore, Jr. Charles M. Jarvis William S. Peebles, III Bill D. Johnson Shirley S. Pierce Ronald H. Leasburg Kenneth A. Randall O. James Peterson, III William T. Roos James T. Rhodes Roy R. Smith William C. Spencer William F. Vosbeck, Jr. William L. Stewart Jack H. Ferguson William N. Thomas Samuel C. Brown, Jr. Linwood R. Robertson l
, - - - - . - . . ,. ,. , , , , - ,m,,,..--- n - - , . , , - , , , - . - , . e . - ~ - - - - - -,n.,, ._e.,, ,- , g, y y,-
1 ATTACHMENT 6 INTERCONNECTION AND OPERATING AGREDIENT
t INTERCONNECTION AND OPERATING AGREEMENT t
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Between VIRGINIA ELECTRIC AND POWER COMPANY and OLD DOMINION ELECTRIC CCOPERATIVE Dated: As of December 28, 1982 1
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i TABLE OF CONTENTS PAGE ART I C LE I -- De fi ni ti o n s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.01 Agreement.............................................. 3 1.02 C a p ab i l i ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.03 Closing and Closing Date............................... 3 1.04 Combined Electric Systems.............................. 4 1.05 Combined System Annual Peak Demand..................... 4 1.06 Combined System Monthly Capability..................... 4 1.07 Combined System Monthly Peak Demand.................... 4 1.08 Combined System Transmission Loss Percentage............................................. 4 1.09 Common Facilities...................................... 5 1.10 Events of Default...................................... 5 1.11 Executive Committee.................................... 5 1.12 Facilities............................................. 5 1.13 FERC................................................... 5 1.14 Holidays............................................... 5 1.15 Interconnected Systems................................. 6 1.16 Interconnection Points................................. 6 1.17 Interest Rates......................................... 6 1.18 North Anna Nuclear Power Station....................... 6 1.19 Old Dominion........................................... 6 1.20 Old Dominion Generation Resources...................... 7 1.21 O ld Domi ni on Membe rs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1.22 Old Dominion Monthly Accredited Energy................. 7 1.23 Old Dominion Monthly Accredited Firm Capacity......................... ..................... 8 1.24 Old Dominion Monthly Accredited Non-firm Capacity............................................... 8
. 1.25 Old Dominion Monthly Billing Demand.................... 8 1.26 Old Dominion Monthly Delivered Demand.................. 8 1.27 Old Deminion Monthly Delivered Energy.................. 9 1.28 Old Dominion Monthly Delivered SEPA Capacity........... 9 $b 1.29 Old Dominion Monthly Delivered SEPA Energy............. 9 1.30 Old Dominion Monthly Demand............................ 9 1.31 Old Dominion Monthly Energy............................ 9 1.32 Old Dominion Monthly Excess Capacity.................. 10 1.33 Old Dominion Monthly Excess Energy.................... 10 1.34 Old Dominion Monthly Maximum Diversified Demand................................................ 10 1.35 Old Dominion Monthly Reserve and Supplemental Energy................................................ 10 1.36 Old Dominion Monthly Retained Capacity................ 10 1.37 Old Dominion Monthly Retained Energy.................. 11 1.38 Old Dominion Monthly Supplemental Demand.............. 11
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l 1.39 Old Dominion Reserve Capacity......................... 11 1.40 Old Dominion Cystem................................... 11 1.41 operating Committee................................... 12 1.42 Parties............................................... 12 1.43 Planning Committee.................................... 12 1.44 P rudent Utility P ractic e s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 1.45 Purchase, Construction and Ownership Agreement............................................. 12 1.46 REA................................................... 13 1.47 SEPA.................................................. 13 1.48 System Reserve Margin................................. 13 1.49 Vepco................................................. 13 1.50 Vepco Monthly Purchased Capacity...................... 13 1.51 Vepco Monthly Purchased Energy........................ 14 1.52 Vepco System.......................................... 14 1.53 Wholesale Power Contracts............................. 14 ARTICLE II -- Operating Committee........................... 15 2.01 Operating Committee................................... 15 2.02 Meetings and Voting Rights............................ 15 -
2.03 Duties of Operating Committee......................... 16 2.04 Exchange of Information............................... 16 2.05 Expenses of Operating Committee....................... 16 2.06 Resolution of Disputes................................ 17 2.07 SEPA Contract......'................................... 17 ARTICLE III -- Joint Planning............................... 18 3.01 P l anning Commi tte e . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 3.02 Meetings and Voting Rights............................ 18 3.03 Duties of Planning Committee.......................... 19 3.04 Future Transmission Planning.......................... 20 3.05 Future Generation Planning............................ 21 3.06 Expenses of Planning Committee........................ 22 3.07 Resolution of Disputes................................ 22 ARTICLE IV -- Interconnection and Protection of Systems....................................... 23 4.01 Obligation for Adequate Facilities.................... 23 4.02 Protection of Systems................................. 23 ARTICLE V -- Vepco's Authority and Responsibility with Respect to Old Dominion's Generation..................................... 24
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PAGE 5.01 Vepco as Agent of Old Dominion........................ 24 5.02 Scheduling and Dispatching Other Old Dominion Generation Facilities........................ 27 ARTICLE VI -- Transmission Services......................... 29 6.01 Transmission and Distribution Capacity................ 29 6.02 Other Wheeling - Old Dominion capacity................ 30 6.03 Payments for Modifications............................ 31 6.04 Limitations on Charges for Transmission Services.............................................. 31 6.05 Changes in Rates...................................... 32 ARTICLE VII -- Entitlements to Capacity and Energy.......................... 33 7.01 Entitlements of the Parties to Capacity and Energy............................................ 33 7.02 Buy-Back of Capacity and Energy From North Anna Units 1 and 2....................~..................... 33 7.03 Limitation on Buy-Back of Capacity and i Energy for North Anna Units 1 and 2................... 34 7.04 Reductions in Buy-Back................................ 38 ARTICLE VIII -- Supplemental Demand and Energy and Reserve Capacity and Energy............. 39 8.01 Supplemental Demand and Energy........................ 39 8.02 Charges for Purchases By Old Dominion Pursuant t o S e c ti o n 8 . 01. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 8.03 Increases and Reductions in Supplemental Demand................................................ 41 8.04 Purchase of Capacity by Old Dominion f rom O the r S ourc e s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 8.05 Limitation on Vepco's obligation to Serve Supplemental Demand and Provide Supplemental Energy.............. .................... 45 8.06 Reserve Capacity and Energy and Charges Therefor Related to the Facilities.................... 46 8.07 Reserve Capacity and Reserve Capacity Charges for Jointly Planned Generation Resources.............. 47
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PAGE 8.08 Reserve Capacity and Reserve Capacity Charges for Non-Jointly Planned Generation Resources............................................. 47 ARTICLE IX -- Interconnection Points........................ 49 9.01 Interconnection Points................................ 49 9.02 Existing Interconnection Points....................... 49 9.03 Facili ti e s Charge s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 9.04 Modifications to Interconnection Points............... 50 9.05 Future Interconnection Points......................... 50 9.06 Filing Fees........................................... 52 9.07 Characteristics of Electricity........................ 52 9.08 Unusual Operating Conditions.......................... 53 9.09 Access at Interconnection Points...................... 55 9.10 Notification of System Changes........................ 55 9.11 Metering.............................................. 55 ARTICLE X -- Billing........................................ 58 10.01 Billing Methods...................................... 58 10.02 Rendering B111....................................... 58 10.03 Payment.............................................. 59 10.04 Methods of Payment................................... 59 10.05 No Arbitration; Resolution of Disputes............... 60 10.06 Billing Adjustments.................................. 61 ARTICLE XI -- Maintenance of Power Factor................... 63 11.01 Power Factor Limits............................. . . . . . 63 11.02 Power Factor Monitoring.............................. 64 11.03 Old Dominion Option.................................. 64 11.04 Grace Period......................................... 65 11.05 Compensation for Deviations from Power Factor Limits............................................... 65 11.06 Changes in Charges................................... 66 ARTICLE XII -- Operating Costs.............................. 67 12.01 Operating Costs...................................... 67 12.02 Payment for Other Costs.............................. 67 i l
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I ARTICLE XIII -- Accounting Matters and Access to to Books and Records........................ 68 13.01 Responsibility and Method of Accounting.............. 68 13.02 Right to Inspect Records, Etc........................ 68 13.03 Confidentiality...................................... 70 ARTICLE XIV -- Liability, Service Interruptions and I
Force Majeure................................ 71 2
14.01 Liability......................................,..... 71 14.02 Responsibility on Either Side of Interconnection Point.............. ................. 73 14.03 Force Majeure........................................ 74 14.04 Remedy............................................... 75 ARTICLE XV -- Representations and Warranties................ 76
'; 15.01 Representations and Warranties of Vepco.............. 76 15.02 Representations and Warranties of Old Dominion............................................. 77 15.03 Conditions Precedent to Closing...................... 80 15.04 Survival............................................. 80 i
ARTICLE XVI -- Term of Agreement............................ 81 ARTICLE XVII -- Filing with FERC............................ 82 ARTICLE XVIII -- Default.................................... 83 18.01 Event s o f De f au lt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 j 18.02 Vepco's Rights on Default of Old Dominion............ 84 -
18.03 Old Dominion's Rights on Default of Vepco............ 86 18.04 Disputes Concerning Default.......................... 88 18.05 Additional Obligations............................... 88 18.06 I nj unc tive Re li e f . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 9 18.07 No Remedy Exclusive.................................. 89 18.08 Agreement to Pay All Costs to Cure Default........... 90 18.09 General Covenant by the Parties...................... 90 ARTICLE XIX -- Miscellaneous................................ 91
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19.01 No Delay............................................. 91 '
19.02 Further Documentation................................ 91
. 19.03 Notice............................................... 91 19.04 He_ dings Nou to Affect Meaning...'.................... 92 19.05 No Association, Trust, Joint Venture or l
Partnership; Tax Matters............................. 92 19.06 Succesrors and Assigns............................... 93 19.07 C o un t e rp a r t s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 3 19.08 Severability......................................... 93 19.09 Applicable Law.......... ............................ 94 19.10 No Waiver............................................ 94 19.11 Computation of Time.................................. 94 19.12 Survivorship of Obligations.......................... 94 19.13 Executive Committee.................................. 95 19.14 Documents Superseded................................. 95 19.15 Entire Agreement..................................... 96 19.16 Non-Exclusive Agreement.............................. 96 19.17 Relationship of the Parties.......................... 96 19.18 Singular and Plural.................................. 97 19.19 Equal Oportunity..................................... 97 19.20 Good Faith........................................... 97 19.21 Merger of Documents.................................. 97 ARTICLE XX -- Amendment..................................... 99 APPENDICES Appendix A -- Old Dominion Members Appendix B -- Charges for Transmission Services Appendix C -- Charges for Capacity and Energy Sold by Old Dominion to Vepco Appendix D -- Determ!v. tion of Amounts of Supplemental Demand ad Reserve and Supplemental Energy Appendix E -- Charges for Purchases by Old Dominion
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PAGE Appendix F -- Determination of Accumulated Deferred Income Taxes related to North Anna Units
- 1 and 2 Appendix G -- Charges for Reserve Capacity Appendix H -- Facilities Charges Appendix I -- Nominal Voltages Appendix J -- Billing Format Appendix K -- Maintenance of Power Factor Appendix L -- Charges for Operation and Maintenance of the Facilities Appendix M -- List of Contracts Between Vepco and Old Dominion Members To Be Superseded h
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This AGREEMENT, dated as of December 28, 1982, between VIRGINIA ELECTRIC AND POWER COMPANY (Vepco), a Virginia public service corporation with its principal office at One James River Plaza, Richmond, Virginia and OLD DOMINION ELECTRIC COOPERATIVE (Old Dominion), a Virginia generation and transmis-sion cooperative with its principal office at 5601 Chamberlayne Road, Richmond, Virginia, provides as follows:
WHEREAS, Vepco is a public service corporation engaged in furnishing electric utility serv ce in portions of Virginia, North Carolina, and West Virginia, and as such owns and oper-ates facilities for the generation, transmission and distribu-tion of electricity within those states; and WHEREAS, Old Dominion is a generation and transmission cooperative organized and existing under the laws of the Commonwealth of Virginia and is comprised of, among others, the Old Dominion Members. Old Dominion is charged with the respon-sibility of providing power and energy to its Old Dominion Members either through generation facilities owned by it or by the purchase of power and energy from others; and WHEREAS, simultaneously herewith, Vepco and Old Dominion have entered into a Purchase, Construction and Ownership Agreement, under which Vepco will sell and Old Dominion will i
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purchase an ownership interest in North Anna Unit 1, North Anna Unit 2, Common Facilities, Support Facilities, Major Spare Parts, Operating Inventory and the Nuclear Fuel used or to be used for North Anna Units 1 and 2 all as set forth in the Purchase, Construction and Ownership Agreement and Nuclear Fuel Agreement; and WHEREAS, pursuant to the Purchase, Construction and ownership Agreement, Vepco is to sell to Old Dominion a portion of its generation facilities and, through this Agreement, has agreed to operate Old Dominion's portion of such generation, supplying to it at the Interconnection Points such electricity as is generated from Old Dominion's portion of these facilities; and WHEREAS, Old Dominion will require capacity and energy in an amount exceeding that available from its portion of genera-tion and may desire to purchase supplemental electric service from Vepco, or from others, or to construct and operate its own generation facilities; and WHEREAS, Vepco and Old Dominion desire to enter into this Agreement under which Vepco will provide, among other things, Old Dominion Supplemental Demand and Energy, Reserve Capacity and Energy and transmission service; and WHEREAS, under this Agreement, Old Dominion agrees to sell and Vepco agrees to purchase certain percentages of Old Dominion's entitlement to the capacity and associated energy in i
North Anna Units 1 and 2, respectively; '
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i NOW, THEREFORE, in consideration of the premises and the mutual obligations hereinafter stated, the parties hereto agree as follows:
ARTICLE I Definitions The following definitions shall be included as part of the Agreement. Other terms used herein shall have the respective meanings set forth in the Purchase, Construction and Ownership Agreement.
1.01 Agreement. This Interconnection and Operating Agreement dated as of December 75, 1982, between Vepco and Old Dominion.
1.02 Capability. The net summer or winter (as applica-ble) rating of a unit or other power supply resource, measured in megawatts, as determined by Vepco. Capability shall be established and modified in accordance with Prudent Utility Practices following the same methodology Vepco uses in establishing the capability of all generating units on its system.
1.03 Closing and Closing Date. The Closing and Closing Date provided for in Section 5.01 of the Purchase, Construction and Ownership Agreement.
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I 1.04 Combined Electric Systems. The ombined electric generating, transmission, and distribution facilities of the Vepco System and the Old Dominion System.
. 1.05 Combined System Annual Peak Demand. The maximum
' Combined System Monthly Peak Demand for the calendar year.
1.06 Combined System Monthly Capability. The sum of North Anna Unit 1 monthly Capability, North Anna Unit 2 monthly Capability, Old Dominion Monthly Accredited Firm and Non-firm Capacity plus the monthly Capability of all other Vepco owned or leased generation.
1.07 Combined System Monthly Peak Demand. The maximum combined net one-hour kilowatt demand at the generation level for that calendar month made up of the combined individual demands for that hour of Vepco and Old Dominion Members excluding those demands of the Old Dominion Members supplied through arrangements with parties other than Vepco.
1.08 Combined System Transmission Loss Percentage. The percentage determined from time to time by the Planning Committee as the five-year average of the calendar year system transmission energy losses. Should the Planning Committee de-l termine through load flow simulations that capacity losses are e
greater than 25% higher than transmission system energy losses, such load flow loss shall be used for transmission system ca-pacity losses for purposes of this Agreement.
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1.09 Common Facilities. All those faci'.ities, including but not limited to both real and personal property, exclusive of North Anna Unit 1, North Anna Unit 2, Support Facilities, Nuclear Fuel, Operating Inventory and Major Spare Parts (as these terms are defined in the Purchase, Cons'truction and ownership Agreement), which are purchased, leased or otherwise obtained only in connection with the construction, operation and maintenance of more than one nuclear unit located at North Anna Nuclear Power Station. Common Facilities are more specif-ically described as of the date hereof in Exhibit A of the Purchase, Construction and Ownership Agreement.
1.10 Events of Default. The events of default pursuant to Section 18.01 hereof.
1.11 Executive Committee. The committee as provided in Section 19.13 hereof.
1.12 Facilities. The Facilities, as defined in the Purchase, Construction and Ownership Agreement.
1.13 FERC. The Federa.'. Energy Regulatory Commission, including any successor governmental agency.
1.14 (Dolidays. The days on which banking institutions in the City of Richmond, Virginia, are authorized by law to close.
1.15 Interconnected Systems. The Vepco System and the Old Dominion System.
1.16 Interconnection Points. The poir's at which the Vepco System and the Old Dominion Systea are interconnected.
1.17 Interest Rates (a) Special Interest Rate. A rate per annum equal to the prime rate of The Chase Manhattan Bank, N.A., New York, New York, or its successor, in effect from time to time plus three percentage points (3%).
(b) Regular Rate. In the case of interest pay-ments owing to Vepco or Old Dominion pursuant to this Agreement, an interest rate per annum equal to the actual weighted cost of short term financing to the Party to whom the payment is owing for the period in question, or if the Party to whom the payment is owing has no short term financing outstand-ing at the time, the prime rate of the Chase Manhattan Bank, 1
N.A. as in effect from time to time. Short term financing shall be as defined by the Uniform System of Accounts.
1.18 North Anna Nuclear Power Station. The nuclear generating plant located in Louisa, Orange, and Spotsylvania Counties, Virginia.
1.19 Old Dominion. Old Dominion Electric Cooperative, a Virginia generation and transmission cooperative, and its successors and assigns.
1.20 Old Dominion Generation Resources. Old Dominion Monthly Retained Capacity, Old Dominion Monthly Accredited Firm and Non-firm Capacity, Old Dominion Monthly Delivered SEPA Capacity and any additional generation resources obtained by Old Dominion through joint planning with Vepco pursuant to Section 3.05 of this Agreement; provided, however, any portion of an Old Dominion generating resource that serves demands of the Old Dominion members outside the area served by Vepco at retail or wholesale shall not be considered Old Dominion Generation Resources.
1.21 Old Dominion Members. For purposes of this Agreement, those rural electric distribution cooperatives, including their successors and assigns, each of which distributes electricity in areas within which Vepco supplies electricity either at wholesale or at retail. For purposes of this Agreement, the Old Dominion Members shall mean those coop-eratives, together with their respective delivery poir.ts, listed in Appendix A, as the same shall be added to, or deleted from, from time to time.
1.22 Old Dominion Monthly Accredited Energy. The ener-
, gy associated with the Old Dominion Monthly Accredited Firm and Non-firm Capacity.
1.23 Old Dominion Monthly Accredited Firm Capacity.
Monthly firm capacity owned or obtained by Old Dominion pursu-ant to Section 8.03(b) of this Agreement. Firm capacity shall be that capacity determined by the Planning Committee as not requiring reserves.
1.24 Old Dominion Monthly Accredited Non-firm Capacity.
Monthly non-firm capacity owned or obtained by Old Dominion and accredited under Section 8.03(b) of this Agreement. Non-firm capacity shall be that capacity determined by the Planning Committee as requiring reserves.
1.25 Old Dominion Monthly Billing Demand. The Old Dominion Monthly Supplemental Demand plus, if any, the kilo-watts by which the most recent 12-month average Old Dominion Monthly Maximum Diversified Demand exceeds 110% of the most re-cent 12-month average Old Dominion Monthly Delivered Demand with such excess being adjusted for transmission losses to reflect load at the generation level by multiplying by the l
factor of 100 divided by 100 minus the Combined System Transmission Loss Percentage.
1.26 Old Dominion Monthly Delivered Demand. The com-bined Old Dominion hourly demands measured at the Interconnection Points for the clock-hour during which the Combined System Monthly Peak Demand occurs.
l.27 Old Dominion Monthly Delivered Energy. The com-bined Old Dominion Members' energy requirements for that month measured at the Interconnection Points.
1.28 Old Dominion Monthly Delivered SEPA Capacity. The total megawatts of monthly capacity delivered at Old Dominion's Interconnection Points in accordance with contract (s) between SEPA and Old Dominion Members.
1.29 Old Dominion Monthly Delivered SEPA Energy. The energy associated with the Old Dominion Monthly Delivered SEPA Capacity.
1.30 Old Dominion Monthly Demand. The Old Dominion Monthly Delivered Demand less C o Dominion Monthly Delivered SEPA Capacity with sdch difference being adjusted for transmis-sion losses to reflect load at the generation level by multi-plying by the factor of 100 divided by 100 minus the Combined System Transmission Loss Percentage.
1.31 Old Dominion Monthly Energy. Old Dominion Monthly l
Delivered Energy less Old Dominion Monthly Delivered SEPA Energy, as such energy may be available from time to time, with such difference being adjusted for transmission losses to reflect energy at the generation level by multiplying by the factor of 100 divided by 100 minus the Combined System Transmission Loss Percentage.
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l 1.32 Old Dominion Monthly Excess Capacity. The capaci-ty of Old Dominion generating resources (firm and non-firm),
which for that month are not Old Dominion Monthly Accredited Firm or Non-firm Capacity.
1.33 Old Dominion Monthly Excess Energy. The energy associated with the Old Dominion Monthly Excess Capacity if such energy is assigned to the Combined Electric Systems by Old Dominion.
1.34 Old Dominion Monthly Maximum Diversified Demand.
The combined Old Dominion Members monthly maximum coincident hourly demand measured at the Interconnecticn Points during the 1
on-peak hours shown in the. Rate Schedule attached as Appendix E.
1.35 Old Dominion Monthly Reserve and Supplemental Energy. The Old Dominion Monthly Energy less Old Dominion Monthly Retained Energy less Old Dominion Monthly Accredited Energy and less any Old Dominion Monthly Excess Energy.
1.36 Old Dominion Monthly Retained Capacity. For each generating unit at the North Anna Nuclear Power Station, the ,
Capability of such unit multiplied by the Old Dominion's Percentage Ownership Interest (as defined in Section 1.28 of the Purchase, Construction and ownership Agreement) in accor-dance with Section 7.01 of this Agreement and further multiplied by the difference between one and the fractional i
l entitlement of Old Dominion's Percentage Ownership Interest in such unit to be purchased by Vepco in accordance with Section 7.02 of this Agreement. The total Old Dominion Monthly Retained Capacity shall be the sum of such capacity for North Anna Units 1 and 2.
1.37 Old Dominion Monthly Retained Energy. The energy associated with Old Dominion Monthly Retained Capacity at the North Anna Nuclear Power Station.
l.38 Old Dominion Monthly Supplemental Demand. The Old Dominion Monthly Demand, less the Old Dominion Monthly Retained Capacity and less the Old Dominion Monthly Accredited Firm and Non-firm Capacity.
1.39 Old Dominion Reserve Capacity. An amount in kilo-watts equal to: the sum of (a) the projected twelve month av-erage Old Dominion Retained Capacity and (b) the projected twelve month average Old Dominion Monthly Accredited Non-firm Capacity, such sum multiplied by the System Reserve Margin.
1.40 Old Dominion System. The generation, transmission, distribution and other facilities owned or leased by Old Dominion and the Old Dominion Members as shown on their books of account from time to time and located in the area served at wholesale or retail by Vepco.
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- l 1.41 Operating Committee. The committee as provided in Article II hereof.
1.42 Parties. Vepco and Old Dominion.
1.43 Planning Committee. The committee as provided in Article III hereof.
1.44 Prudent Utility Practices. Any of the practices, methods, and acts engaged in or accepted by a significant por-
- tion of the electric utility industry at the time the decision was made, or any of the prcetices, methods, and acts that, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with reasonable reliability, safety, expedition and protection of the environment. Prudent Utility Practices are not intended to be limited to the optimum practices, methods, or acts to the exclusion of all others, but rather to a spectrum of possible practices, methods, or acts engaged in or accepted by a significant portion of the electric utility industry at the time the decision was made.
1.45 Purchase, Construction and Ownership Agreement.
The Purchase, Construction and Ownership Agreement of even date herewith between Vepco and Old Dominion.
1,46 REA. The Rural Electrification Administration, including any successor governmental agency.
1.47 SEPA. The Southeastern Power Administration, including any successor governmental agency.
1.48 System Reserve Margin. Shall be determined for the month of the projected Combined System Annual Peak Demand as (1) the ratio of (a) the projected Combined System Monthly Capability in that month plus projected purchases from third parties in that month of the apprcximate reliability of the Combined System Monthly Capability less projected sales to third parties in that month of the approximate reliability of the Combined System Monthly Capability, but in no event to include purchases or sales of economy energy, emergency energy, or other such non-dependable transactions, dividad by (b) the projected Combined System Annual Peak Demand (2) less one.
1.49 Vepco. Virginia Electric and Power Company, a Virginia public service corporation, and its successors and assigns.
1.50 Vepco Monthly Purchased Capacity. Shall be for each generating unit at the North Anna Nuclear Power Station the Capability of such unit multiplied by the Old Dominion fractional entitlement to the Capability in accordance with Section 7.01 of this Agreement and further multiplied by the fractional entitlement of Vepco to purchase capacity from such
unit in accordance with Section 7.02 of this Agreement. The total Vepco Monthly Purchased Capacity shall be the sum of such capacity for North Anna Units 1 and 2.
1.51 Vepco Monthly Purchased Energy. Shall be the en-ergy associated with Vepco Monthly Purchased Capacity.
1.52 Vepco System. The generation, transmission, dis-tribution and other facilities owned by Vepco as shown on its books of accounts from time to time or facilities leased by Vepco.
1.53 Wholesale Power Contracts. The several wholesale power contracts between Old Dominion and the Old Dominion Members for the purchase of electric energy and capacity by the Old Dominion Members from Old Dominion, as in effect from time to time.
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ARTICLE II
, Operating Committee 2.01 Operating Committee. To coordinate operations in carrying out the terms of this Agreement, Vepco will appoint -
four members and Old Dominion will appoint two members to the Operating Committee. Each member of the Operating Committee shall be fully authorized to act on behalf of its Party with respect to all matters contemplated by this Agreement but will not be authorized to alter or amend the Agreement. Each Party shall notify the other in writing of the names of the persons who will serve as the members of the operating Committee and, if desired, the names of any persons who may serve as alternates when the members are unable to act. Vepco's members may be changed, in Vepco's sole discretion and from time to time, by at least ten (10) days' prior written notice to Old Dominion. Old Dominion's members may be changed, in Old Dominion's sole discretion and from time to time, by at least -
ten (10) days' prior written notice to Vepco.
2.02 Meetings and Voting Rights. Meetings shall be held at the discretion of the Operating Committee but at least shall be held quarterly. Minutes of each meeting shall be kept and shall be approved by the Operating Committee at its next subse-8 quent meeting. Decisions of the Operating Committee shall be made upon vote by the Operating Committee with the voting power l
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l of each Party determined by its entitlement to the capability of North Anna Units 1 and 2 as provided in Section 2.03 of the Purchase, Construction ar.d Ownership Agreement.
2.03 Duties of Operating Committee. The Operating Committee shall, subject to Vepco's authority and obligations under Article V and any cther limitations in this Agreement, act upon those matters relating (1) to the coordination of the operation of all generation, transmission and distribution facilities necessary for the implementation of this Agreement, (2) to the control of loads, energy flows and power factor, (3) to emergency curtailment programs, (4) to the establishment of committees, not specifically provided for in the Agreement, required for the orderly administration of the Agreement, and (5) to any other matter in which cooperation, coordination or agreement is necessary.
2.04 Exchange of Information. Each Party will make available, upon request, information used in, or useful to, the administration of this Agreement. Other specific rights for information, such as meter testing, are covered in other parts of this Agreement.
i 2.05 Expenses of Operating Committee. The expenses of each member of the Operating Committee, and his alternate and associates, shall be borne by the Party he represents. Other expenses of the Operating Committee will be shared as agreed I
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upon by the Committee. Any expense not agreed to unanimously by the Operating Committee shall be borne by the Party incur-ring it.
2.06 Resolution of Disputes. If any dispute should arise regarding the operating function that cannot be resolved by the Operating Committee, the dispute and the circumstances surrounding such dispute shall be presented to the Executive Committee, which is empowered in Section 19.13 to resolve such disputes.
2.07 SEPA Contract. The Parties agree that if and when Vepco's contract with SEPA is changed from time to time, the Operating Committee chall recommend to the Parties such modifi-cations in this Agreement as are necessary to conform with any such changes.
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l ARTICLE III Joint Planning 3.01 Planning Committee. In carrying out the terms of this Agreement, the Parties agree to coordinate planning in ac-cordance with Prudent Utility Practices. Vepco will appoint four members and Old Dominion will appoint two members to the Planning Committee. Each member of the Planning Committee shall be fully authorized to act on behalf of its Party with respect to all matters contemplated by this Agreement but will not be authorized to alter or amend the Agreement. Each Party shall notify the other in writing of the names of the persons who will serve as the members of the Planning Committee and, if desirsd, the names of any persons who may serve as alternates when the members are unable to act. Vepco's members may be changed in Vepco's sole discretion and from time to time, by at least ten (10) days' prior written notice to Old Dominion. Old Dominion's members may be changed, in Old Dominion's sole discretion and from time to time, by at least ten (10) days' prior written notice to Vepco.
3.02 Meetings and Voting Rights. Meetings shall be held at the discretion of the Planning Committee but at least shall be held quarterly. Minutes of each meeting shall be kept and shall be approved by the Planning Committee at its next subse-queat meeting. Decisions of the Planning Committee shall be
l made upon vote by the Planning Committee with the voting power of each Party determined by its entitlement to the capability of North Anna Units 1 and 2 as provided in Section 2.03 of the Purchase, Construction and Ownership Agreement.
3.03 Duties of Planning Committee.
(a) The Planning Committee shall be responsible for the coordination of planning for future Interconnection Points in accordance with the provisions of Article IX. To achieve greater reliability and economy of electric generation and transmission, the Planning Committee shall meet period-ically to consider in good faith joint planning of future gen-eration facilities and future transmission facilities in accor- ,
dance with the provisiens of Sections 3.04 and 3.05 of this Article. Each Party will keep the other informed of its future needs and plans, and any changes necessitated by altered needs and plans may be jointly studied to develop the plan of, additions to, or alterations of existing facilities that will produce the greatest benefits to Vepco and Old Dominion. Each Party will supply the Planning Committee all the information j$ required to provide the best obtainable results from joint
! planning and will coordinate the implementation of any agreed upon plan for the development of generation, transmission and
! other facilities necessary to provide service to Interconnection Points.
f (b) For the purposes of joint planning, Old Dominion shall furnish Vepco annually, prior to January 1, a forecast of its system loads for at least the succeeding fif-teen (15) year period. Vepco shall furnish Old Dominion annu-ally, prior to January 1, a forecast of its system loads for at least the succeeding fifteen (15) year period and its target reserve level. If either Old Dominion or Vepco makes an official revision to the forecasts during the year, notifica-tion of such revision shall be given in writing to the other Party in a timely fashion. Each Party shall provide an expla-nation of any significant deviation from historic trends in its forecast.
(c) The Planning Committee shall jointly evaluate the growth of the combined Old Dominion and Vepco loads and the plan for providing sufficient capacity to serve these loads.
Except as provided in Article VIII of this Agreement, each Party will be responsible for providing for its own capacity I needs and may, after joint consideration of capacity needs for the Combined Electric Systems, pursue its own separate plan for expansion of generating facilities.
( 3.04 Future Transmisz. ion Planning. Vepco shall continue to plan and be aesponsible for its future transmission system and nothing in this Agreement shall change or alter Vepco's function in this area. Old Dominion's involvement in this l
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I phase of the planning function shall be limited to exchanging information regarding future transmission plans, and considera-tion by the Planning Committee of the effect of Interconnection Points described in Article IX of this Agreement on the Vepco
! transmission system. Vepco and Old Dominion agree to consider in the future joint ownership of transmission facilities where reasonable net benefits will accrue to both Parties.
3.05 Future Generation Planning. Old Dominion and Vepco will consider in good faith the systems of Vepco and Old Dominion together during the planning of future generation facilities so that the needs, other than Excluded Supplemental Capacity (as defined in Section 8.04), of each of the Parties may be included in any plan for future expansion of those facilities. Each Party will keep the other informed of its fu-ture needs and its future plans a.= changes occur in current plans or as new plans are developed so that both parties may pursuu both joint and independent generation planning.
Vepco and Old Dom nion agree to consider in the futare joint ownership of generation resources where reasonable net benefits will accrue to both Parties. If either Party does not agree to joint ownership of a future generation resource, each Party shall be free to pursue its own separate plan for expan-sion of its system's generation resources and will have no veto over the plans of the other Party with regard to that Party's i
future generation resources.
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I For purposes of Articles VI and VIII, a generation' res4urce shall be deemed to have been jointly planned if both Parties have agreed that the generation resource is appropriate. Vepco, after consideration of the needs of its .
system, its other customers, its stockholders and any other appropriate factors, shall not unreasonably withhold its ap-proval for a jointly planned generation resource.
3.06 Expenses of Planning Committee. Each Party shall pay all expenses of its representatives. Other expenses incurred in joint planning will be shared as agreed upon by the Planning Committee. Any expense not agreed to unanimously by the Planning Comrittee shall be borne by the Party incurring it.
3.07 Resolution of Disputes. If any dispuce should ari s(. regarding the planning function that cannot be resolved by the Planning Committee, the dispute and the circumstances surrounding such dispute shall be presented to the Executive Committee, which is empowered in Secton 19.13 to resolve such disputes.
ARTICLE IV Interconnectien and Protection of Systems 4.01 Obligation for Adequate Facilities. Vepco and Old Dominion are each obliged to provide, on its own system or through this Agreement and other arrangements, facilities or service adequate to serve expected loads and to maintain all such facilities in a suitable condition of repair so that they j may be operated in accordance with Prudent Utility Practices and not impose a burden on any other system.
4.02 Protection of Systers. (a) Vepco and Old Dominion will install, maintain and operate, or will cause to be j installed, maintained and operated, at its own expense, such protective equipment and switching, voltage controls, load shedding and emergency facilities as required to assure conti-nuity and adequacy of these Interconnected Systems.
, (b) Old Dominion shall refrain from, and shall require its Members to refrain from, any acts, transactions, and uses of equipment, appliances or devices which may have a signi2icant adverse effect upon the reliability or characteris-tics of the Vepco System. Vepco shall refrain and shall require its customers to refrain from any acts, transactions, and ases of equipment, appliances er devdces which may have a significant adverse effect upon the reliability or charac-teristics of the Old Dominion System.
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ARTICLE V Vepco's Authority and Responsibility with_ Respect to Old Dominion's Generation 5.01 Vepco as Agent of Old Dominion.
(a) Old Dominion hereby appoints Vepco (such ap-pointment shall be irrevocable for the term of this Agreement and coupled with an interest) its sole agent, subject, however, to Old Dominion's right of reasonable inspection through autho-rized representatives, to act on its behalf for the operation, maintenance, modifications and fuelittg, including the procure-ment of nuclear fuel, of the Facilities and authorizes Vepco in the name of and on behalf of Old Dominion to take all rea-sonable actions which, in the discretion and judgment of Vepco, are deemed necessary or advisable to effect the operation, ,
maintenance, modifications and fueling, including the procure-ment of nuclear fuel, of the Facilities, including, eithout limitation, the following:
(i) The making of such agreements and modi-fications of e:cisting agreements and the taking of i
toch other action as Vepco deemc necessary or appropriate, in its sole discretion, or as may be required under tha regulations or directives of such governmental bodies and regulatory agencies having jurisdiction, with respect to the l
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operation, maintenance, modifications and fueling (including the procurement of nuclear fuel) of the .
Facilities; (ii) The execution and filing with such gov-ernmental bodies and regulatory agencies having jurisdiction of applications, amendments, reports and other documents and filings for or in connec-tion with licensing, operation and other regulato-ry matters with respect to the Facilities; and (iii) The receipt on Old Dominion's behalf of any notice or other communicatic, from any govern-mental body or regulatory agency having jurisdiction, as to any licensing, operation or other regulatory matter with respect to the Facilities.
(b) As relates to all third parcies, this agency designation shall be binding on Old Domir. ion, and such appoint-ment shall be deemed in effect by each third party until such third party receives written notification from Vepco of any termination thereof.
(c) Vepco accepts such appointment. In discharging all of its duties and responsibilities hereunder, Vepco will act in good faith and in accordance with Prudent Utility Practices. Vepco's duties and responsibilities shall
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include, but not be limited to, establishing organizational structure and manpower requirements, mainttining an adequate work force thrragh Vepco's personnel administration policies, arranginj and procuring necessary or desirable materials and services for operation of the Facilities, determining scheduled outages for routine inspections, refueling and general mainte-nance, scheduling, dispatching and loading of the Facilities, prepsring and filing applications, reports and other documents relating to operation of the Facilities, establishing reason-able rules for visits to the Facilities, and determining the need for, and subsequently constructing, any capital additions or nodifications to the Facilities. Vepco shall not, solely because of Old Dominion's Percentage Ownership Interest in the Facilities, make any adverse distinctions in operation, mainte-nance, modifications, fueling, scheduling, or dispatching as between the Facilities and any other generating unit or facilities in which Vepco has an ownership interest. Nothing herein shall interfere with Vepco's authority and responsibili-ty for the operation of, maintenance of, modifications to, fu-eling of, and improvements to all of its other generation j facilities. Vepco shall make available upon request by Old Dominion regularly prepared monthly reports which contain specific information on all gen.n ating f acilities including, I but not limited to, operating expenses, rsintenance expenses,
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fuel expenses, generating statistics, fuel reports, operating statistics and other information reascnably available. Vepco will also have the right to submit data relating to operation of the Facilities to any other entity. Old Dominion will make available all information or data necessary for Vepco to sched-i ule and dispatch generation.
(d) Old Dominion agrees that it will take all necessary action in a prompt manner to execute any agreements with respect to the operation, maintenance, modifications and fueling of the Facilities as and when requested by Vepco to permit Vepco to carry out its authority and responsibilities pursuant to this Section 5.01.
5.02 Scheduling and Dispatching Other Old Dominion Generation Fucilities. Old Dominion shall authorize and Vepco shall agree to schedule and dispatch all generation within Vepco's service area jointly or non-jointly planned that Old Dominion may subsequently own or control or have t'e right to schedule and/or dispatch including unit sales of capacity and energy. The scheduling and/or dispatching of all generation 1
outside Vepcodh service area that Old Dominion may subsequently j own or control, or have the right to schedule and/or dispatch, l
including unit sales of capacity and energy involved in power sales outside the Vepco service area shall be covered in other agreements relating to the specific transaction contemplated.
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i It is the intent of the Parties that Old Dominion shall authorize Vopco and Vepco shall agree to schedule and/or dis-patch Old Dominion's other generation resources within and l
outside Vepco's service area provided arrcngements to effect such operation can be reached to the satisfaction of both Parties.
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ARTICLE VI Transmission Services 6.01 Transmission and Distribution Capacity. Vepco will make av*ilable to Old Dominion Vepco's transmission and distri-bution facilities as needed to transfer to each Interconnection Point Old Dominion Monthly Supplemental Demand and Energy and Reserve Capacity and Energy, Old Dominion Retained Capacity and Energy, Old Dominion Monthly Accredited Firm and Non-firm Capacity and Energy, Old Dominion Monthly Delivered SEPA Capacity and Energy, Old Dominion Monthly Excess Energy, and capacity and associated energy owned by Old Dominion in other facilities jointly planned with Vepco. Vepco will also make available to Old Dominion Vepco's transmission and distribution facilities as needed to transfer the output and reserves asso-ciated therewith of Old Dominion generating resources that have been jointly planned with Vepco to points of interconnection between the Combined Electric Systems and other systems. The charges for the use of the Vepco transmission and distribution facilities are set forth in Appendix B of this Agreement, ex-cept for those transmission and distribution charges associated with Supplemental Demand and Energy that will be included in the charges set forth in Appendix E.
l 6.02 Other Wheeling - Old Dominion Capacity. If Old Dominion installs or obtains access to genera' ting resources without jointly planning such facilities with Vepco, Old Dominion shall have access to Vepco's transmission and distri-bution facilities for transferring capacity and energy from such generating resources only after such time as Old Dominion shall have provided, at its own expense, transmission facilities necessary to connect such facilities to the Verco System and shall have paid all costs of any modifications to '
Vepco's then existing transnist. ion system which are required to connect these generating resources to the Vepco system in a manner acceptable to and prescribed by Vepco as if Vepco were itself installing the generation. In addition, Old Dominion shall be responsible for paying all costs, at the time these costs are incurred, of required modifications determined at the time Old Dominion requests such access to the Vepco System and shall bear the costs of operating and maintaining the system modifications. In such circumstances, Vepco will not oppose any Old Dominic- application to a governmental agency for per-mission to construct the transmission facilities necessary to connect the generating facilities to the Vepco S- stem. Vepco muut use Prudent Utility Practices as the basis for developing
- he required transmission facilities and will not unreasonably l withhold from Old Dominion access to its transmission system.
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At the time Old Dcminica requests access to the Vepco System, if the Planning Committee determines and to the extent it so determines that system modifications paid for by Old Dominion enhance the Vepco transmission system to the benefit of Vepco's other customers, then Vepco shall be responsible for l reimbursing or otherwise crediting Old Dominion for these en-hancements at the time these enhancements commence. The cht.rges for transmission services are set forth in Appendix B of this Agreement.
6.03 Payments for Modifications. Payments or other sat-isfactory arrangements for modifications to the Vepco transmis-sion system pursuant to Section 6.02 must be completed before such additional capaci'ty or energy is transferred through Vepco's transmission system.
l 6.04 Limitations on Charges for Transmission Services.
The charges allocated to Old Dominion for the use of the Vepco transmission and distribution facilities set forth in Appendix B or included in the charges set forth in Appendix E shall not include the costs of any transmission facilities included as a part of the Facilities or the cost of transmission facilities I
put into service atter Closing that are specifically assigned to loads other than Old Dominion, but shall include the full cost of transmission facilities, if any, paid for by Vepco and put into service after Closing that are utilized solely by Old Dominion.
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6.05 Changes in Rates. Except as limited in Section 6.04, nothing contained herein shall be construed as affecting i
in any way the right of Vepco to unilaterally file with FERC for a change in the rates contained in Appendix B hereto under Section 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder. In addition, except as limited in Secticn 6.04, nothing contained herein shall limit or modify in any respect Old Dominion's legal rights to oppose, in whole or in part, Vepco's filing for a change in the rates contained in Appendi : B hereto or to complain of the rates in Appendix B pursuant to Section 206 of the Federal Power Act.
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I ARTICLE VII Entitlements to Capacity and Znergy 7.C1 Entitlements of the Parties to Capacity and Energy.
Subject to the provisions in Section 7.02 herein, and to the provisions of Sections 15.03, 16.01 and 16.02 of the Purchase, Construction and Ownership Agreement, Old Dominion shall be en-titled to 12.5% of the capacity and energy from North Anna Units 1 and 2. Subject to the provisions of Section 7.02 herein, and to the provisions of Sections 15.03, 16.01 and 16.02 of the Purchase, Construction and Ownership Agreement, i
Vepco shall be entitled to the balance of the capacity and en-ergy from each unit.
7.02 Buy-Back of Capacitv and Energy from North Anna Units 1 and 2. Subject to the provisions of Sections 7.03 and 7.04 herein, Vepco agrees to purchase and Old Dominion agrees to sell in the following calendar years the percentage of Old Dominion's entitlement to capacity and energy from North Anna Units 1 and 2 pursuant to Section 7.01:
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Calendar Year Percentage 1983 36%
1984 32%
1985 28%
1986 24%
1987 20%
1988 16%
1989 12%
1990 8%
1991 4%
Vepco and Old Dominion agree that, subject to Section 7.03, Old Deminion shall be paid by Vepco for this capacity and energy on a monthly basis in the amounts calculated pursuant to Appendix C.
7.03 Limitation on Buy-Back of Capacity from North Anna Units 1 and 2.
(a) Outages Commencing Prior to January 1, 1986.
Whenever (1) any outage commencing prior to January 1, 1986 of North Anna Unit 1 exceeds 120 consecutive days for any reason or (2) any multiple outages commencing prior to January 1, 1986 of North Anna Unit 1 exceed 120 days within any 180-day period provided such multiple outages are from the same cause or (3) 4 any outage commencing prior to January 1, 1986 of North Anna Unit 2 exceeds 120 consecutive days for any reason or (4) any multiple outages commencing prior to January 1, 1986 of North Anna Unit 2 exceed 120 days within any 180-day period provided such multiple outages are from ne sarr.e cause, Vepco's l
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Until the. Unit returns to operation or until 7
30 months shall have passed from the commencment of this buy-
- back limitation, whichever is earlie r, Vepco's obligation to 2_ the capacity from P purchase capacity shall be the lesser of (i)
(( that Unit which would otherwise have been purchased pursuant to of the outage (s), or (ii)
Section 7.02 for the calendar year (s) the difference between (1) Old Dominion's Percentage Ownership Interest in that Unit during such period (s) of the outage (s) h defined and (2) the greater of Old Cominion's load ratio share,
_ bined to be Old Dominion Monthly Demand at the time of the Com System Annual Peak Demand divided by the Combined System Annual Peak Demand less Old Dominion Monthly Delivered SEPA Capacity for either the calendar year adjusted for transmission losses, next preceding the year of such purchase or the calendar year multiplied by the next preceding the year of Closing, if this amount com-Capability of the Unit; provided, however, amount computed; puted under (ii) is a negative number then the At the end of this 30-under (ii) shall be deemed to be nero. then month period, if the Unit has not returned to operation,
' Vepco's obligation to buy back capacity pursuant to Section When the 7.02 shall cease until the Unit returns to operation.
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Unit returns to operation, Vepco's obligation to buy back capacity and energy shall be as stated in Section 7.02.
(b) Outages Commencing On and After January 1, 1986.
Unless Vepco's obligation shall have expired earlier, whenever (1) any outage commencing on or after January 1, 1986 of North Anna Unit 1 exceeds 120 consecutive days for any reason or (2) any multiple outages commencing on or after January 1, 1986 of North Anna Unit 1 exceed 120 days within any 180-day period provided such multiple outages are from che same cause or (3) any outage commencing on or after January 1, 1986 of North Anna Unit 2 exceeds 120 consecutive days for any rezson or (4) any multiple outages commencing on or after January 1, 1986 exceed 120 days within any 180-day period provided such multiple out-ages are from the same cause, Vepco's obligation, pursuant to Section 7.02, to purchase capacity from the Unit experiencing i the outage or outages, and its obligation to mrke payment therefor, shall thereafter be limited in the following manner:
Until the Unit returns to operation or until 18 months shall have passed from the commencement of this buy-back limitation, whichever is earlier, Vepco's obligation to purchase $lpacity shall be the lesser of (i) the capacity from that Unit which would otherwise have been purchased pursuant to Section 7.02 for the calendar year (s) of the outage (s), or (ii) the differ-ence between (1) Old Dominion's Percentage Ownership Interest
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1 in that Unit during such period (s) of the outage (s) and (2) the greater of Old Dominion's load ratio share defined to be Old Dominion Monthly Demand at the time of'the Combined System Annual Peak Demand divided by the Combined System Annual Peak Demand less Old Dominion Monthly Delivered SEPA Capacity adjusted for transmission losses for either the calendar year next preceding the year of such purchase or for the calendar year next preceding the year of Closing, multiplied by the Capability of the Unit; provided, however, if this amount com-puted under (ii) is a negative number then the aucunt computed {
under (ii) shall be daemed to be zero. At the end of this 18-month period, if the Unit has not returned to operation, then l Vepco's obligation to buy back capacity pursuant to Section l 1
7.02 chall cease until the Unit returns to operation, provided 1
that if Vepco's obligation to buy back capacity pursuant to l l
Section 7.02 shall have expired prior to the Unit's return to operation then Vepco shall have no further obligation to purchase capacity. When the Unit returns to operation, Vepco's obligation to buy back capacity and energy shall be as stated in Section 7.02.
(c) Buy-Back Price Limitation. During any buy-back lim-itation period pursuant to Section 7.03(a) or (b), the 15 percent addition to Old Dominion's capacity costs provided for in Appendix C shall be eliminated from the price of the
, buy-back.
t (d) Same Cause. For purposes of this Ssction 7.03, mul-tiple outages from the same cause shall be limited to (i) mul-tiple outages occurring becauce of a specific regulatory man-date or (ii) multiple outages to repair, repl. ace or maintain a major specifically identifiable component or solve a major spe-cifically identifiable condition of the Facilities or Nuclear Fuel.
7.04 Reductions in Buy-Back. Vepco may reduce its purchases of capacity from North Anna Unit 1 and North Anna Unit 2 by one-half megawatt from each Unit for each megawatt by which Old Dominion reduces its supplementa3 demand pursuant to Section 8.03 hereof; provided, however, Vepco shall notify Old Dominicn by November 1 of each year as to Vepco's reductions in its purchases of capacity for the succeeding year.
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l ARTICLE VIII Supplemental Demand and 2nergy and Reserve Capacity and Energy 8.01 Supplemental Demand and Energy. (a) Supplemental Demand. For the duration of this Agreement, Vepco shall sell monthly to Old Dominion and Old Dominion shall purchase monthly from Vepco, Old Dominion's entire monthly requirements for sup-plemental demand in the amounts necessary to supply the needs of the Old Dominion Members not met from Old Dominion 4
Generation Resources. The calculation to determine monthly supplemental demand shall be as set forth in Appendix D.
(b) Fupplemental_ Energy. For the duration of this Agreement, Vepco shall make available for sale to Old Dominion Old Dominion's entire requirements for supplemental energy in the amounts necessary to supply the needs of the old Dominion Membera not met from Old Dominion Monthly Retained Energy, Old Dominion Monthly Accredited Energy, Old Dominion Monthly Delivered SEPA Energy, Old Dominion Monthly Excess l
Energy, end energy associated with any additional generation resource ottained by Old Dominion through joint planning with Vepco pursuant to Section 3.05 of this Agreement. There shall be no restrictions on the amounts by which Old Dominion may re-duce its purchase of supplemental energy. The calculation to determine monthly supplemental energy shall be as set forth in j Appendix D.
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l 8.02 Charges for Purchases By Old Dominion Pursuant to Section 8.01. For purchases by Old Dominion pursuant to Section 8.01, Old Dominion shall pay Vepco at the rates set forth ini-tially in Appendix E. Except as provided below in this Section 8.02 and except as limited in Section 6.04, nothing contained herein shall be construed as affecting in any way the right of Vepco to unilaterally file with FERC for a change in the rates contained in Appendix E hereto under Section 205 of the Federal Power Act and pursuant to the Commission's Aules and i
Regulations promulgated thereunder. In addition, except as provided below in this Section 8.02 and except as limited in Section 6.04, nothing contained herein shal.1 limit or modify in any respect Old Dominion's legal rights to oppose, in whole or in part, Vepco's filing for a change in the rates contained in Appendix E hereto or to complain of the rates in Appendix E pursuant to Section 206 of the Federal Power Act. The rates shall, however, be based on the following principles in l
determining the charges: (a) all amounts associated with the l Facilities and Nuelear Fuel associated with the Facilities shall be excluded; (b) the demand allocation factor for produc-tion plant shall be based on the ratio of (1) the sum of :he twelve Old Dominion Monthly Supplemental Demands to (2) the sum of the twelve Combined System Monthly Peak Demands less the l demands at the generation level served by the Facilities; (c) t 1
\ , ,., ,-- - - - - - - - - - - - - - - -
the costs of abandoning North Anna Unit 4 and Surry Units 3 and 4, excluding the amounts associated with the Facilities, will continue to be amortized over the period heretofore authorized by FERC, the unamortized portion of such costs shall not be in-cluded in rate base (nor shall accumulated deferred income taxes applicable thereto be utilized to reduce rate base) and such abandonment costs shall be allocated to Old Dominion on the basis of (b) above; (d) the costs of abandoning North Anna Unit 3 shall be included pursuant to the ratemaking method adopted by FERC upon application by Vepco; -(e) the charges to be paid by Old Dominion for reserve capacity to be paid pursu-ant to Section 8.06 of this Agreement divided by Old Dominion's Monthly Retained Capacity expressed as a percentage of the Capability of the Units shall be excluded; and (f) 7.8% of the total accumulated unamortized deferred income taxes resulting from North Anna Units 1 and 2 reflected in Vepco's rates in effect as of the Closing as de'.:armined in accordance with Appendix F shall be subtracted from the rate base allocated to Old 7ominion and the amortization thereof shall be reflected in the cost of service determination.
8.03 Increases and Reductions in Supplemental Demand.
(a) Increases in Supplemental Demand. Old Dominion may not in-crease its supplemental demand requirements beyond that occa-sioned by normally expected load growth unless Vepco shall I
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agree. Vepco agrees to provide supplemental demand in the amounts required by Old Dominion to serve its present and fu-ture demands, except such increases in demands which may arise from an undertaking by Old Dominion, or one or more of its Members, to serve (1) a source of demand outside the area served by Vepco at retail or wholesale at the time of a request to Vepco for service or (2) any additional load which is sub-stantially different from the size and type of load included by Vepco in its system planning and which, if served, (i) would compel an enlargement of Vepco's generation or transmiasion facilities not otherwise included by Vepco in its system plan-ning or (ii) would impair Vepco's ability to render reasonably adequate service to its other retail and wholesale customers.
Eowever, a new customer imposing a load in excess of 100 megawatts shall not be defined as normally expected load growth unless sufficient notice shall have been provided to Vepco.
(b) Reductions in Supplemental Demand.
Supplemental demand purchased from Vepco may be reduced (1) by the construction of jointly owned facilities or (2) by ob-taining additional Old Dominion Generation Resources as provid-ed below:
(i) With nine years advance notice in writing to l Vepco, Old Dominion may obtain additional Old Dominion l
[ Generation Resourcet up to the total amount of i
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supplemental demand Old Dominion would otherwise ha"e purchased from Vepco.
(ii) Notwithstanding subparagraph (a) above, Old Dominion shall have the right to purchase or place in service annually additional Old Dominion Generation Resources, without the nine-year advance notice require-ment, and thereby reduce the amount of supplemental demand, only in the following limited manner:
Calendar year 1983 throuch calendar year 1985:
Old Dominion may purchase or place in service an-nually additional Old Dominion Generation l Resources so that Old Dominion may reduce each year its monthly supplemental demand by an amount not exceeding 2.5% of the maximum Old Dominion Monthly Delivered Demand in the immediately pre-ceding calendar year.
Calendar year 1986 and thereafter: Old Dominion may purchase or place in service annually addi-tional Old Dominion Generation Resources so that Old Dominion may reduce each year its monthly sup-l plemental demand by an amount not exceeding 4% of I
the maximum Old Dominion Monthly Delivered Demand l
in the immediately preceding calendar year.
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The Parties agree that in no event shall the monthly re- I duction in supplemental demand resulting from additional Old Dominion Generation Resources pursuant to this subparagraph (ii) exceed the percentage stated for any particular calendar year, and in no event shall any allowed, but unused, percentage reduction in supplemental demand resulting from additional Old Dominion Generation Resources be cumulative from year to year.
For any calendar year in which Old Dominion desires to elect to reduce its supplemental demand pursuant to this subparagraph (ii), Old Dominion shall notify Vepco by October 1 of the pre-ceding year. The additional Old Dominion Generation Resources purchased or placed in service in accordance with this Section shall thereafter, for purposes of this Agreement, be Old Dominion Monthly Accredited Non-firm Capacity if reserves are required pursuant to Sections 8.07 or 8.08 of this Agreement or old Dominion Monthly Accredited Firm Capacity if no reserves are required pursuant to Sections 8.07 or 8.08 of this Agreement.
8.04 Purchase of Capacity by Old Dominion from Other Sources. In the event Old Dominion elects to purchase or oth-erwise acquire capacity from sources other than Vepco, pursuant to Section 8.03, where such purchase or acquisition is not jointly planned with Vepco, Vepco's obligation to serve supple-mental demand shall be reduced by that amount of additional 1
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capacity from sources other than Vepco (hereafter " Excluded Supplemental Capacity"). At the time Old Dominion gives notice to Vepco of a purchase of capacity it shall also specify the expected duration of the purchase. If such Excluded Supplemental Capacity shall become unavailable to Old Dominion for any reason, Old Dominion may replace such capacity from any outside source. If Old Dominion does not obtain such capacity, Vepco shall supply capacity to replace the previously Excluded Supplemental Capacity only on an if, as, and when avw11able basis, as determined by Vepco, and only at a negotiated price.
When either Vepco or Old Dominion is not able to replace this Excluded Supplemental Capacity or the Parties are unable to agree on a price, Old Dominion must curtail load to restrict its supplemental demand to eliminate the Excluded Supplemental Capacity according to procedures established in advance by the '
Cperating Committee.
8.05 Limitation on Vepco's obligation to Serve Supplemental Demand and Provide Supplemental Energy. Vepco shall not be required by this Agreement to serve supplemental demand or provide supplemental energy outside the area served by Vepco at retail or wholesale immediately prior to a request for service, except for any minor boundary adjustments and j l
minor reallocations between Old Dominion Members and contiguous systems of the type approved by the Virginia Commission prior to the date of this Agreement.
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l If generating capacity or energy should become inadequate to supply the full needs (after deducting unreplaced Excluded Supplemental Capacity and its associated energy) of both the Old Dominion member-consumers and Vepco customers, Old Dominion and Vepco shall share such deficiency on a pro rata basis.
8.06 Reserve Capacity and Energy and Charges Therefor Related to the Facilities. For Old Dominion Monthly Retained Capacity Old Dominion shall carry a percentage of generation reserves equal to the annually projected System Reserve Margin.
Vepco agrees to sell st.ch reserves to Old Dominion and Old Dominion agrees to purchase such reserves from Vepco at the system average cost for capacity, after excluding all amounts associated with the Facilities and Nuclear Fuel capacity costs, if any, associated with the Facilities, as initially set forth l
in the rates contained in Appendix G. Reserve energy for the Facilities shall be sold by Vepco and purchased by Cid Dominion at the same rates and on the same terms applicable for supple-mental energy pursuant to Section 8.02. Nothing contained herein shall be construed as affecting in any way the right of Vepco to unilaterally file with FERC for a change in the rates contained in Appendix G hereto under Section 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder. In addition, nothing contained herein shall limit or modify in any respect Old i
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Dominion's legal rights to oppose, in whole or in part, Vepco's filing for a change in the rates contained in Appendix G hereto or to complain of the rates in Appendix G pursuant to Section 206 of the Federal Power Act.
8.07 Reserve Capacity and Reserve Capacity Charges for Jointly Planned Generation Resources. For futuie generation resources jointly planned with Vepco pursuant to Section 3.05, Old Dominion shall at all times carry a percentage of genera-tion reserves equal to the annually projected System Reserve Margin unless the Planning Committee after reviewing the specific engineering characteristics and projected operation of the jointly planned generation resource determines that a different level of reserves is appropriate. If Vepco provides the necessary reserves for the jointly planned generation resource to Old Dominion, the Planning Committee shall deter-mine the price of such reserves.
8.08 Reserve Capacity and Reserve Capacity Charges for Non-Jointly Planned Generation Resources. For future genera-tion resources not jointly planned with Vepec pursuant to Section 3.05, Old Dominion shall at all times carry a percent-age of generation reserves equal to the annually projected System Reserve Margin unless the Planning Committee after review of the specific engineering characteristics and projected operation of the jointly planned generation resource i
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determines that a different level of reserves is appropriate.
Vepco shall not, however, have any obligation to provide such reserve capacity to Old Dominion and Old Dominion shall procure
, the required reserves from entities other than Vepco or from Vepco if Vepco shall so agree. If Vepco provides the necessary reserves for a non-jointly planned generr. tion resource to Old Dominion, the Planning Committee shall determine the price of such reserves.
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ARTICLE IX Interconnection Points 9.01 Interconnection Points. Vepco and Old Dominion, during the term of this Agreement, shall remain interconnected.
Unless otherwise mutually agreed upon, Old Dominion or its Members shall own, operate and maintain all facilities, except interconnection metering, on the Old Dominion side of the Interconnection Points and these facilities shall be operated and maintained in accordance with Prudent Utility Practices.
Unless otherwise mutually agreed upon, Vepco shall own, operate and maintain all facilities on the Vepco side of the Interconnection Points and all interconnection metering no mat-ter where located. These facilities shall be operated and maintained in accordance with Prudent Utility Practices.
9.02 Existing Interconnection Pcints. The Planning Committee shall maintain a current list identifying and describing Interconnection Points in service. All existing Interconnection Points are defined as those points where electric power and energy are transferred on the Closing Date ,
i from the Vepco S,$ tem to facilities owned by Old Dominion or l 1
one of its Members.
9.03 Facilities Charges. Old Dominion shall pay all facilities charges related to the facilities listed on Appendix H and any additional excess facilities requested by
Old Dominion. Those charges shall be for facilities in excess of those normally required and shall initially be at the levels shown on Appendix H and shall be changed from time to time pur-suant to the provisions of Appendix H.
9.04 Modifications to Interconnection Points. Where modifications are suggested for Interconnection Points existing on the Closing Date, the Planning Committee shall review the suggested modifications, allocate the costs of the changes between the Parties and, if necessary, establish a new point in the physical arrangement as tha Interconnection Point. If the change is mutually agreed upon or if the change is reasonably required in joint planning for the giving or receiving of adequate service hereunder, the change will be made with each Party bearing its own costs. Otherwise, the Party requesting the change shall be fully responsible for the change and shall pay all costs incurred as the result of such change. Where an Interconnection Point is discontinued, the costs of removal shall be paid for by the Party initiating the discontinuance.
9.05 Future Interconnection Points. The Planning Committee shall coordinate planning of future Interconnection Points through the following procedure: Old Dominion shall de-termine its needs for future Interconnection Points and shall give Vepco as much advance notice of its needs as practicable.
The Planning Committee shall review the Old Dominion plans for
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reasonableness and consistency with Prudent Utility Practices.
Vepco may propose appropriate modifications to Old Dominion's plans; however, Vepco will not require unreasonable modifica-
- tions to Old Dominion's plans. It is the intent of the parties that the number, capacity, and location of future Interconnection Points will result from a planning process using Prudent Utility Practices and neither Party shall request changes or additions which would not be in accordance with this concept.
In establishing all future Interconnection Points, Old Dominion shall construct and bear the costs of those facilities necessary to effect interconnection at the point where Vepco facilities exist o'r will exist at the time of the need for the interconnection. Future Interconnection Points will be established at 115 kv or higher, except in those cases where the Planning Committee, consistent witsh Prudent Utility Practices, determines that service at lower voltage levels is appropriate and Vepco shall not unreasonably withhold service at such lower voltage levels. The point of interconnection will be defined and established by the Planning Committee so that Vepco will, except as noted below, provide and bear the costs of those facilities on the supply side of the Interconnection Point, including the necessary switching and protective equipment, and Old Dominion will provide and bear l
t the costs of those facilities on the load side of the Interconnection Point, including the necessary isolation switching devices and protective equipment, transformers and lines. Metering equipment will normally be owned by Vepco and will-be installed on the Old Dominion side of the Interconnection Point.
When the need for the future Interconnection Point de-scribed by Old Dominion could, through Prudent Utility Practice, be satisfied through the modification and/or upgrading of Old Dominion's existing facilities, but Old Dominion still desires the future Interconnection Point and Vepco agrees to supply it, Old Dominion shall bear the cost of whatever facilities may be required, including those facilities on the supply side of the Interconnection Point.
9.06 Filing Fees. Original filing fees required in im-plementing this Agreement and any filing fees arising from changes in this Agreement will be borne equally by the Parties, l
l unless such fee is required to effectuate a change in rates, in which case the fee shall be borne by Vepco.
9.07 Characteristics of Electricity. Except as provided in Secticu 9.05, Vepco will furnish at future Interconnection Points three phase, 60 Hert alternating current electricity at j 115 kV or higher or at the nominal voltage level determined to be appropriate by the Planning Committee. Vepco will continue 1
i to furnish at all existing Interconnection Points three phase, t
60 Hertz alternating current electricity at the Vepco nominal voltage now being furnished as listed in Appendix I. Vepco shall operate its system so that Old Dominion's voltage at each Interconnection Point is within the range Vepco would maintain for its own purpose.
9.03 Unusual Operating Conditions. (a) Vepco and Old Dominion will separately develop load curtailment plans that provide schedules for voltage reductions, voluntary load cur-tailments and manual load shedding. These plans will provide for sufficient load reduction in case the combined resources of Vepco and Old Dominion are insufficient to meet the combined load. Non-jointly planned generation resources shall be in-cluded in the combined resources of the Parties only to the ex-tent determined appropriate by the Operating Committee. Vepco and Old Dominion will work together to ensure the integrity of the Interconnected Systems, with Vepco charged with the respon-sibility of initiating and coordinating any load curtailments and the subsequent restoration of these loads.
(b) From time to time unusual conditions may exist on Vepco's System or on some other system directly or in-directly connected to the Vepco system which may require partial interruption of supply to Vepco's customers and to Old Dominion. In the event such interruptions become necessary J
/
Vepco shall prcmptly notify Old Dominion by telephone of the need to interrupt and the proposed plan and schedule for such interruptions and Old Dominion will cooperate by interrupting load to the extent required and for the same duration as Vepco to compensate for the unusual conditions. Old Dominion and Vepco will interrupt load in as nearly as practical the same percentage. $hould Old Dominion willfully fail, in the absence of good cause, to interrupt its proportionate share of load when Vepco has interrupted its share of load, such failure shall constitute an Event of Default as described in Article XVIII of this Agreement. Vepco shall notify Old Dominion imme-diately by telephone when an interruption is planned to be ter-minated.
(c) In the event a temporary voltage reduction is required because of any condition, Vepco will notify Old Dominion as far in advance as practicable of its plan to reduce voltage and the period such voltage reduction is believed to be required and Old Dominion will, upon such notification, effect a similar true voltage reduction on its system during the same period. Should Old Dominion willfully fail, in the absence of good cause, to reduce voltage for the same period as Vepca re-duces its voltage such failure shall constitute an Event of Default as described in Article XVIII of this Agreement. Old Dominion will be notified immediately when a voltage reduction is planned to be terminated.
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9.09 Access at Interconnection Points. Old Dominion and Vepco will have the right of : cess at all Interconnection Points and at all remote Interconnection Point metering loca-tions at reasonable times for the purposes of reading meters or installing, maintaining, changing or removing any property they own or for any other proper purpose. The handling of tape car-tridges associated with tape metering at Interconnection Points will be done only by the owner of the tape meters.
9.10 Notification of System Changes. Old Dominion shall notify Vepco in advance, and Vepco shall notify Old " Dominion in advance, of any changes to be made in their respective systems which will affect the proper coordination of protective devices
, on the two systems. Old Dominion and Vepco shall each be re-sponsible for selection, installation, adjustment and setting, and maintenance of their own control and protective equipment.
In no case shall operation of this equipment by either Vepco or Old Dominion place a burden upon or cause avoidable interrup-tions to the other's system.
9.11 Metering. (a) Suitable metering'shall be installed to measure all segments and use pertaining to this Agreement including, but not limited to, Old Dominion's purchases and generation, and Vepco's purchases and generation. The costs of metering shall be included in the rates and charges set forth in Appendix B or in Appendix E, as appropriate. Old Dominion
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acquisition equipment at any of its generation facilities and any interconnection metering covered by future contracts Old Dominion may make with other entities. Vepco shall own, oper-ate and maintain all metering at existing Interconnection Points and, unless otherwise agreed, at future Interconnection Points. All Interconnection Point metering shall use the mag-netic tape type meter or whatever other mutually acceptable type meter may become available in the future.
(b) All meters will be sealed and seals will be broken only by the owning Party and only when meters are to be tested or adjusted. In accordance with Prudent Utility Practices meters will be tested at suitable intervals and the accuracy of registration shall be maintained. At the request of either Party a special test of any meter will be performed.
All costs of such a test will be paid by the Party requesting l the test, unless meter inaccuracy as defined in Section 9.11(c) l -
is discovered. Costs then will be borne by the owning Party.
Representatives of Old Dominion and Vepco shall be afforded the opportunity to be present at all routine or special tests. Old Dominion and Vepco shall have the right to install check me-tering for any Interconnection Point without charge by the Party owning the metering equipment.
(c) Any metering equipment found to be inaccurate by more than two (2) percent or inoperable will be promptly replaced, repaired or readjusted by the owner of such inaccu-rate metering. equipment. Adjustments made for metering inaccu-racy or other meter malfunctions will be made for the period the inaccuracy or malfunction is known, or for a mutually agreed upon period, if not known. If agreement on the period of adjustment cannot be reached, a period of three months from the date of discovery of the inaccuracy or malfunction shall be utilized.
(d) Interconnection Point metering will be installed at the Interconnection Point if practical as deter-mined by the Party owning the metering. Where metering is installed at some other place than the Interconnection Point, adjustments will be made to permit readings to be determined as
( though they were at the Interconnection Point.
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I ARTICLE X ;
Billing
]
10.01 Billing Methods. Billing for all payments due under this Agreement shall be in the format provided in -
Appendix J.
10.02 Rendering Bill. Each Party shall render to the other Party monthly a billing statement no later than the twentieth day of the month, transmitted by wire or delivered by courier, covering the following: (a) all the amounts due for Supplemental Demand and Energy, Reserve capacity and energy, and buy-back of capacity and energy pursuant to Section 7.02 (less the amount excluded pursuant to (c) below) occurring in the preceding month, (b) the estimated amount due for operating costs pursuant to Article XII for the next succeeding month.
When the actual expenditures for operating costs for that month have been determined by Vepco and recorded on its books of account, an adjustment shall be made by Vepco to reflect a credit or additional charge to Old Dominion and such credit or additional charge shall appear, with interest at the Regular Interest Rate payable to the appropriate Party, on the mdbthly f invoice next delivered after determination of the actual expen-i ditures; and (c) at Vepco's option, estimated amounts pursuant to (b) above may exclude that portion of the operating costs related to the percentage of Old Dominion's entitlement to 1
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capacity and energy being beught back by Vepco pursuant to Section 7.02. If Vepco does not exercise this option, the Parties agree to establish a procedure that will accomplish the same result.
10.03 Payment. (a) Payment for items under Section 10.02(a) shall be due upon presentation of the bill. If pay-ment is not received within ten (10) days from the date the in-voice is transmitted or delivered, interest at the Special Interest Rate will accrue from date of presentation until pay-ment is received. Date of presentation is the day the bill is wired or, if delivered by courier, the date delivered.
(b) Payment for items under Section 10.02(b) shall be due upon presentation. If payment is not received by the fifteenth of the month following presentation of the bill, interest at the Special Interest Rate will accrue from date of presentation until payment is received. Date of presentation is the day the bill is wired or, if delivered by courier, the date delivered.
10.04 Methods of Payment. All payments required to be made by either Party under this Agreement in excess of $10,000 shall be paid on or before the due date in immediately avail-able funds by delivery (before 11:00 a.m., Richmond time) of either a Federal Reserve check or evidence of bank wire to the other Party's account, at a bank designated by such Party. If any such payment is to be made by bank wire, the Party entitled
appropriate other ' arty 0f the c
ll advise ge da'i before the
- sha to the paymen a least one W ness under number red to D* *ade bank and a @ @t g 1 other payme W " d in the Un M paymen+'is due-e made by check deposite d addressed to this Agree M Pr* , o, Box states mail' sirst-class-.ic
^ postageand F owe' Compand any ,
r iec - yepco, 93261, i< 9ayable
~ easurer, virginia
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r iectriC gichmond, Vir9 Oid Dominion 26666, e ? resident, gginia 23227, gichmond, addressed *o Execu-- erlayne goad, Coopera W ' go pan Old Dominion. o Discutes.
1-c Payable gesolution go Arbi atiCM dispute *h*at migh,, 3rg3e 10.05 trate an't -
the right Any disagreemen wetween sha11 have "he this Agreemen his A9Ieement gations under with respeC ri9
- as "
- heir section carties
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addressed Y consultation "etween accordance '**-'
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shall M "- be
"" determined greement vepco gepresentativeS Construction ar.d ownerSD'E ermined in curchase. as d ar.A-
,o.03 of the - M Dominior' RepresentativesCons,- uction
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the Authorized 1 are un-Section ^9.02 of epreS*Utatives
- 4-w" g event such accordance theY shall ggreement- 4 ,- disagrees *'-' a ownership g iv e t ,..e -
d pursuan
- factoriiY ~ 4 -ee Cr**te able t .-w.e Executive Co c " #g ec the pef * ,
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matter G 30 disp #* wer l
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, ce rm Section ,o.13
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c y either
- arty sha,.,
C" ~endered of an inVO
to the payment shall advise the other Party of the appropriate bank and account number at least one business day before the payment is due. All other payments required to be made under this Agreement may be made by check deposited in the United States mail, first-class postage prepaid, and addressed to Treasurer, Virginia Electric and Power Company, P.O. Box 26666, Richmond, Virginia 23261, if payable to Vepco, and addressed to Executive Vice President, Old Dominion Electric Cooperative, 5601 Chamberlayne Road, Richmond, Virginia 23227, if payable to Old Dominion.
10.05 No Arbitration: Resolution of Disputes. No Party shall have the right to arbitrate any dispute that might arise with respect to this Agreement. Any disagreement between the Parties as to their rights or obligations under this Agreement shall first be addressed by consultation between the Authorized Vepco Representatives as determined in accordance with Section 19.03 of the Purchase, Construction and Ownership Agreement and the Authorized Old Dominion Representatives as determined in accordance with Section 19.02 of the Purchase, Construction and Ownership Agreement. In the event such representatives are un-able to satisfactorily resolve their disagreement, they shall refer the matter to the Executive Committee created pursuant to Section 19.13 of this Agreement. No dispute as to the payment of an invoice rendered by either Party shall permit the other
Party to delay payment of the disputed invoice, in full, on its payment date. If the invoiced Party shall have paid any such disputed invoice, in full, on or before its payment date and if the Authorized Vepco Representatives and the Authorized Old Dominion Representatives, or the Executive Committee created pursuant to Section 19.13, or a court of competent jurisdiction, should later determine that a disputed invoice was for an amount in excess of the correct amount due, then the invoicing Party shall be obligated to refund the difference to the invoiced Party within ten (10) days of such determination with interest, if any, upon such amount as follows:
(a) If such difference resulted from a devi-ation from an estimate not caused by error or bad faith, interest shall be payable at the Regular Interest Rate; (b) If such difference resulted from an error, interest shall be payable at the Regular Interest Rate; and (c) If such difference resulted from bad faith, such interest shall be payable at the Special Interest Rate.
10.06 Billing Adiustments. Billing errors or adjust-ments to estimates of $5,000 or more discovered through (1) resolution of billing disagreements pursuant to Section 10.05, (ii) audit or (iii) normal billing procedures, will be adjusted and interest will accrue at the Regular Interest Rate from the date of payment of the original bill through the date of
payment of the adjustment. Adjustments of less than $5,000 will be made, but no interest will accrue. Adjustments including interest must be paid in accordance with Section 10.03 hereof.
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1 ARTICLE XI Maintenance of Power Factor 11.01 Power Factor Limits. Vepco and Old Dominion recognize the need for operating their respective systems during both on-peak and off-peak hours within accept-able power factor limits normally prescribed by Prudent Utility Practices. Power factor limits are established initially in Appendix K and may be modified from time to time by the Operating Committee as system conditions require. Vepco, in each of its load areas, and, subject to the provisions set forth in Section 11.03, Old Dominion, for each of its Member's aggregate loads, will take, or cause to be taken, any steps necessary to maintain power factor within the prescribed lag-ging limits at the time of the combined System Monthly Peak Demand. The Parties also recognize that the application of equipment to maintain or improve power factor during on-peak hours will, or may, cause high voltage conditions or power system stability problems during off-peak periods. Vepco's power factor program is planned and operated 'in a manner to avoi g these conditions and, subject to the provisions of j Section 11.03, Old Dominion acknowledges its responsibility for the planning and operation of its and its Members reactive power supply facilities during off-peak hours to avoid undesirable high voltage or stability prmblems.
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11.02 Power Factor Mondtoring. The power factor for each of Vepco's load areas and for each of Old Dominion's Members shall be monitored by the Operating Committee. Should this monitoring identify any load area or Member not conforming to the power factor criterion during either on-peak or off-peak periods, Vepco and Old Dominion shall initiate steps to correct the deviation. If the deviation stems from conditions on the Vepco system, Vepco will take the steps necessary for correc-tion. If the deviation stems from conditions on the Old Dominion system, subject to the provisions of Section 11.03, Old Dominion or its non-conforming Member or Members will take the steps necessary for correction.
11.03. Old Dominion Option. To the extent Vepco supplies Old Dominion Supplemental Demand and Energy, the charges to Old Dominion for such supplemental service will include Old Dominion's appropriate share of the cost to Vepco of reactive power supply facilities. For that part of Old Dominion's load supplied by its own generation resources, how-ever, unless accounted for through the installation by Old Dominion of reactive power supply facilities or through payment to Vepco for such facilities, Vepco would be uncompensated for supplying Old Dominion's reactive requirements. Accordingly, for that part of Old Dominion's load supplied by its own gener-l ation resources, Old Dominion, at its option, will either I
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install, operate and maintain those reactive power supply facilities required to maintain its or its Members power factor within.the prescribed limits set forth in Appendix K, or pay Vepco pursuant to Section 11.05 hereof.
Notwithstanding Old Dominion's option under this Section, it is not the intent of the Parties that Vepco shall continue to supply the reactive requirements of Old Dominion when Old Dominion ceases to purchase Old Dominion Monthly Supplemental Demand. Accordingly, at such time Old Dominion's option shall cease and Old Dominion shall thereafter become responsible for l
the installation of its own reactive power supply facilities.
11.04 Grace Period. To allow Old Dominion or its Members sufficient time to correct power factor deficiencies in their systems with respect to that part of Old Dominion's load supplied by its own generation resources, Vepco agrees that no payments in compensation for deviation from power factor limi-tations for either on-peak or off-peak periods shall be made by Old Dominion to Vepco for a period of one year beginning with the date on which the deviation from the power factor limita-tions is identified by the Operating Committee.
11.05 Compensation for Deviations from Power Factor Limits. Subject to the grace period set forth in Section 11.04, the provisions of Appendix K, and Old Dominion's option established in Section 11.03, for all such deviations from the
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power factor criterion caused by load supplied by Old Dominion's generation resources, Old Dominion shall pay Vepco a monthly amount determined in accordance with Appendix K of this Agreement unless such payment is waived by Vepco. Vepco shall -
waive payment of all or any part of any monthly payments required by this Article which may have been caused by an inad-vertent or unavoidable but nonrecurring deviation from the power factor criterion. By waiving payment for any or all of any monthly payment, Vepco does not give up the right to com-pensation under this Article to any past or future payments required by this Article.
11.06 Changes in Charges. Nothing contained herein shall be construed as affecting in any way the right of Vepco to uni-laterally file with FERC for a change in the charges contained in Appendix K under Section 205 of the Federal Power Act and pursuant to the Commission Rules and Regulations promulgated thereunder. In addition, nothing contained herein shall limit or mcdify in any respect Old Dominion's legal rights to oppose, in whole or in part, Vepco's filing for a change in these rates contained in Appendix K hereto or to complain of the rates in Appendix K pursuant to Section 206 of the Federal Power Act.
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l ARTICLE XII Operating Costs 12.01 Operating Costs. During the term of this Agreement, Old Dominion shall pay to Vepco its pro rata share of the costs of operating and maintaining the Facilities in ac-cordance with Appendix L hereto. For purposes of this Section, Old Dominion's pro rata share shall be 12.5% of North Anna Unit 1, 12.5% of North Anna Unit 2, and 12.3% of Common Facilities and Operating Inventory and Old Dominion's share of Major Spara Parts and Support Facilities determined from time to time as provided in Sections 1.18 and 1.37, respectively, of the Purchase, Construction and Ownership Agreement. These pro rata shares shall be subj ect to change from time to time in accor-dance with Sections 15.03, 16.01 and 16.02 of the Purchase, Construction and Ownership Agreement. Old Dominion also will pay the expenses associated with nuclear fuel as provided in the Nuclear Fuel Agreement.
12.02 Payment for Other Costs. Old Dominion agrees to pay its proper portion, as determined in Section 12.01, of those costs that are not otherwise provided for herein if such costs are incurred in the operation er maintenance of the Facilities.
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l ARTICLE XIII Accounting Matters and Access to Books and Records 13.01 Responsibility and Method of Accounting. All ac-counting related to the transactions contemplated by this Agreement shall utilize the accrual method of accounting and shall be in accordance with Generally Accepted Accounting Principles, FERC's Uniform System of Accounts or as prescribed by other regulatory agencice having jurisdiction, all as in effect from time to time.
13.02 Right to Inspect Records, Etc. (a) During normal business hours and subject to conditions consistent with the conduct by Vepco of its regular business affairs and responsibilities, Vepco will provide Old Dominion, Old Dominion's Authorizied Representative (s) or any nationally recognized auditing firm retained by Old Dominion, access to Vepco's books, records, and other documents, directly related to the performance of Vepco's obligations under this Agreement (but excluding internal memoranda, records and documents relating to such matters and minutes of the Board of Directors ,
l and committees thereof) and, upon request, copies thereof, !
which set forth (i) costs applicable to the construction, operation, maintenance and retirement of the Facilities to the extent necessary to enable Old Dominion to verify the costs for which Old Dominion is billed pursuant to the provisions of this 2
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Agreement, and (ii) matters relating to the design, construction, operation, and retirement of the Facilities in proceedings before any regulatory body or governmental agency having jurisdiction. Old Dominion will bear the cost of any copying, review or audit of such books and records.
Notwithstanding the foregoing, howevar, Vepco shall not be required to make available to Old Dominion any reports and in-formation relating to personnel practices, staffing or labor relations. -
(b) During normal business hours and subject to conditions consistent with the conduct by Old Dominion of its regular business affairs and responsibilities, Old Dominion will provide Vepco, Vepco's Authorized Representative (s), or any nationally recognized auditing firm retained by Vepco, access to,Old Dominion's books, records, and other documents (but excluding internal memoranda, records and documents relating to such matters and minutes of the Board of Directors and ecmmittees thereof), and, upon request, copies thereof, which relate to this Agreement. Vepco will bear the cost of any copying, review or audit of such books and records.
Notwithstanding the foregoing, however, Old Dominion shall not be required to make available to Vepco any reports and informa-tion relating to personnel practices, staffing or labor relations.
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13.03 Confidentiality. During the term of this Agreement, it may become necessary or desirable, from time to time, for one Party to provide to the other Party information 1
which is either confidential or proprietary. The Party desiring to protect any such information (the labelling Party) may label such information as either confidential or propri-etary and thereafter the other Party will not reproduce, copy, use or disclose (except when required by governmental authorities) any such information in whole or in part for any purpose without the written consent of the labelling Party. In disclosing confidential or proprietary information to govern-mental authorities, the disclosing Party shall cooperate with the labelling Party in minimizing the amount of such informa-tion furnished. At the specific request of the labelling Party, the other Party will endeavor to secure the agreement of such governmental authorities to maintain specified portions of such information in confidence.
ARTICLE XIV Liability, Service Interruptions and Force Majeure 14.01 Liability.
(a) In providing the services called for by this Agreement, Vepco shall use reasonable diligence at all times to p.rovide reasonably adequate service. Vepco, however, does not guarantee continucus service. The Parties acknowledge that, at the request of and for the convenience of Old Dominion, Vepco is to have full responsibility for the maintenance and operation of the Facilities. The judgment of Vepco personnel shall be final in decisions concerning operation and mainte-nance of the Facilities. With respect to claims of third parties, Old Dominion agrees that Vepco does not by this Agreement assume any risks or liabilities with respect to the operation and maintenance of Old Dominion's share in the Facilities, and that the amounts payable to Vepco for its per-formance under this Agreement are determined on the basis that Vepco does not assume such risks or liabilities. Vepco's obli-gation to Old Dominion with respect to the operation and main-tenance of the Facilities shall be as set forth in the Basic Agreement.
(b) In addition to all other limitations on lia-bility contained in this Agreement, neither Party hereto shall be liable to the other Party to this Agreement for any damage
l or loss resulting from the interruption, prevention, suspension or failure of service caused by:
(i) Force majeure, as defined in Section l 14.03 below; and/or '
(ii) An emergency action due to an adverse condition or disturbance on a Party's system, or on any other system which requires automatic or manual interrup-tion of the supply of electricity to some customers or areas in order to limit the extent of, or damage caused by, the adverse condition or distur-bance, or to prevent damase to generating or transmission facilities, or to expedite restoration of service, or to effect a reduction in service to compensate for an emergency condition on an interconnected system; and/or (iii) The making of necessary inspections of, adjustments to, changes in, or repairs to a Party's lines, substations or other facilities and in cases where the con-tinuation of service would endanger persons or property.
(c) With respect to claims relating to the quali-ty, continuity, reliability or price of electric service, (i) Vepco shall not be liable to Old Dominion Members or the member-consumers of Old Dominion Members or any other persons or entities eg31 ming through or against Old Dominion or Old Dominion Members for any expenses, damages, injuries or loss arising out of or re-sulting from the maintenance or operation of the Facilities, and Old Dominion shall indemnify Vepco against such liability; and i
(ii) Old Dominion shall not be liable to the retail or wholesale customers of Vepco or any other persons or entities claiming through or against Vepco for any expenses, damages, injuries or loss arising out of or resulting from the operation or maintenance of the Facilities, and Vepco shall indemnify Old Dominion against such liabilities.
With respect to all other claims, the Parties will share all expenses and liabilities in the same proportion that they share ownership in the Facilities.
14.02 Responsibility on Either Side of Interconnection Point. Neither Party shall be responsible for the transmis-sion, control, use or application of electric power provided under this Agreement on the other Party's side of any Interconnection Point. Electricity is supplied by Vepco to Old Dominion upon the express condition that after it passes the Interconnection Point it becomes the property of Old Dominion; and neither Party, unless and except to the extent that such results from the negligence or misuse of the property on the part of its employees or agents, subject to the limitations of Section 14.01, will be liable for loss or damage to any persons or property whatsoever, resulting directly or indirectly from the use, misuse, or presence of the said electricity, on the other Party's side of the Interconnection Point or for any loss or damage resulting from the presence, character, or condition of the wires or equipment of the other Party, nor shall it be
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responsible for the inspection or repair of such wires or equipment.
14.03 Force Maieure. Vepco and Old Dominion shall not be liable or responsible for any delay in the performance of, ,
or the ability to perform, any duties or obligations required by this Agreement when such delay in performance or inability to perform results from a Force Majeure occurrence, except that the obligation to pay money in a timely manner is absolute and shall not be subject to the Force Majeure provisions. Force Majeure as used herein shall mean without limitation, the fol-lowing: Acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders, or absence of necessary orders and permits of any kind which have been prop-erly applied for, from the Government of the United States or from any State or Territory, or any of their departments, agencies or officials, or from any civil or military authority; extraordinary delay in transportation; inability to transport, 1
store or reprocess spent nuclear fuel; unforeseen soil conditions; equipment, material, supplies, labor or machinery shortages; cpidemics; landslides; lightning; earthquakes; fire; hurricanes; tornadoes; storms; floods; washouts; drought; war; civil disturbances; explosions; breakage or accident to ma-chinery, generation, transmisson and/or distribution facilities, pipes or canals; partial or entire failure of 1
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utilities; breach of contract by any supplier, contractor, subcontractor, laborer or materialman; sabotage; injunction; blight; famine; blockade; quarantine; or any other similar cause or event not reasonably within the control of Vepco and/or Old Dominion.
14.04 namedy. A Party suffering an occurrence of Force Majeure shall remedy with all reasonable dispatch the cause or causes preventing such Party from carrying out its duties and obligations as required in this Agreement; provided, that the settlement of strikes, lockouts and other industrial distur-bances affecting Vepco or Old Dominion facilities shall be en-tirely within the discretion of that Party, and it shall not be required to make settlement of strikes, lockouts, or other industrial disturbances by acceding to the demands of the 1
i opposing party or parties when such course is unfavorable in the judgment of such employer.
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ARTICLE XV Representations and Warranties 15.01 Representations and Warranties of Vepco. Vepco represents and warrants as follows:
(a) Vepco is a corporation duly incorporated and validly existing, in good standing, under the laws of Virginia, is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its actions makes such qualifica-tion necessary, and has the corporate power to carry on its business as now being conducted and possesses all Federal and State authority and local franchises necessary for the mainte-nance and operation of its properties and business with such minor exceptions as will not materially interfere with the operation and maintenance of the Facilities.
(b) Consummation of the transactions hereby con-templated and performance of this Agreement by Vepco will not result in violation of any laws, ordinance or governmental rules to which Vepco is subject. Vepco either has obtained, or at the Closing Date shall have obtained, all necessary gov-ernmental approvals and consents in connection with the consum-mation by Vepco of the transactions hereby contemplated and the performance by it of this Agreement.
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(c) The consummation of the transactions hereby contemplated and the performance by Vepco of this Agreement will not result in the breach of, or constitute a default under, the Articles of Incorporation or By-Laws of Vepco or any indenture (including the Indenture of Mortgage), mortgage, deed of trust, bank loan or credit agreement, or other agreement or instrument to which Vepco is a party or by which Vepco or its properties may be bound or affected, or result in the creation,
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of any lien, charge, security interest or encumbrance upon any property of Vepco, and Vepco is not in default under any term of any such agreement or instrument.
(d) Vepco is neither a " registered holding compa-ny" nor a " subsidiary company" of a registered holding company within the meaning of the Public Utility Holding Company Act of 1935; and Vepco is not, and is not directly or indirectly controlled by, or acting on behalf of any person which is, an
" investment company', within the meaning of the Investment l Company Act of 1940, as amended.
l (e) On the date hereof there exists, as to Vepco, no Event of Default or event or condition which, with the giv-ing of notice or the lapse of time or both, would constitute an Event of Default.
15.02 Representations and Warranties of Old Dominion.
Old Dominion represents and warrants as follows:
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(a) Old Dominion is a generation.and transmission cooperative duly incorporated and validly existing, in good standing, under the laws of Virginia, is duly qualified and au-thorized to do business and is in good standing in each jurisdiction where the character of its properties or the na-ture of its actions makes such qualification necessary, and has i
the corporate power to carry on its business as now being conducted and possesses substantially all Federal and State au-thority and local franchises necessary for the maintenance,
, operation of its properties and business with such minor ex-t I
ceptions as will not materially interfere with the maintenance and operation of the Facilities.
(b) Consummation of the transactions hereby con-templated and performance of this Agreement by Old Dominion j will not result in violation of any laws, ordinances, or gov-ernmental rules to which it is subject. Old Dominion either has obtained, or at the Closing Date shall have obtained, all necessary governmental approvals and consents, including the approval of REA, in connection with the consummation by Old '
Dominion of the transactions hereby contemplated and the per-formance by it of this Agreement.
(c) The consummation of the transactions hereby contemplated and the performance by Old Dominion of the Basic Agreements will not result in the breach of, or constitute a I
default under, the Articles of Incorporation or By-Laws of Old Dominion or any indenture, mortgage, deed of trust, bank loan or credit agreement, or other agreement or instrument to which
, Old Dominion is a party or by which Old Dominion or its properties may be bound or affected, or result in the creation of any lien, charge, security interest or encumbrance upon any property of Old Dominion (other than any lien, charge, security interest or encumbrance created by Old Dominion as a result of its purchase of Old Dominion's Percentage Ownership Interest at Closing and other than Permitted Encumbrances), and Old Dominion is not in default under any term of any such agreement or instrument.
(d) on the date hereof there exists, as to Old Dominion, no Event of Default or event or condition which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.
(e) Each of the Old Dominion Members has entered into and will be bound by the Wholesale Power Contracts on Closing Date.
(f) Old Dominion is authorized to act solely for each and all of the Old Dominion Members in all communications, transactions and relationships with Vepco pursuant to this j l
Agreement.
15.03 Conditions Precedent to Closing. On or prior to Closing, each of the following conditions shall have been satisfied: (a) this Agreement shall have been accepted for filing by the FERC, (b) all representations and warranties in Sections 15.01 and 15.02 hereof shall be true with the samb effect as though such representations and warranties had been made on and as of such date, and (c) each Party shall have performed all agreements on its part required to be performed on or prior to such date.
15.04 Survival. All representations and warranties made by the Parties in or under this Agreement (and &ll statements contained in any certificate or other instrument delivered by either Party pursuant to this Agreement shall be deemed to constitute such representations and warranties made by such Party) shall survive the Closing.
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ARTICLE XVI '
Term of Agreement This Agreement shall become effective on the Closing Date. Unless earlier terminated pursuant to the Provisions of Article XVIII, this Agreement shall terminate upon the earlier of (1) the date on which the last of the Facilities is retired or (2) upon the date upon which Old Dominion's Percentage ownership Interest in the Facilities and Nuclear Fuel is re-duced to zero. Prior to such termination, Vepco shall have filed with FERC a rate schedule to provide for continuing service to Old Dominion or its Members equal to:
(1) the amount of Supplemental Energy and Demand being purchased by Old Dominion immediately prior to termination, plus (ii) the amount, if any, of Old Dominion's Percentage Ownership Interest' reacquired by Vepco at the termination of this Agreement.
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ARTICLE XVII Filing with FERC This Agreement shall be filed with FERC, with the request that it become effective on the closing Date. Old Dominion will join in Vepco's request that this Agreement and the ini-tial rates contained herein be accepted for filing with a sus-pension of no longer than one day and will support the other provisions of this Agreement.
ARTICLE XVIII Default 18.01 Events of Default. Each of the following shall be
" Events of Default" under this Agreement:
(a) The failure of either Party to make any pay-ment then due to the other Party as required by this Agreement within 30 days of the date when such payment became due and payable; provided, however, that no Party shall be in default for nonpayment of any amount due and payable hereunder to the other Party that can be offset within 30 days after the date on which such amount became due and payable. .
(b) Willful failure by any Party to perform any other obligation to the other Party, other than obligations for the payment of money, provided that the defaulting party shall have been given not less than 60 days' notice of such willful failure by the non-defaulting Party and such defaulting Party shall have failed to correct such default or shall have failed to use its reasonable best efforts to correct such default.
(c) Any of the following acts by any Party hereto:
l (1) The insolvency or bankruptcy of a Party or its inability or admission in writing of its inability to pay its debts as they mature, or the making of a general assignment for the benefit of, or entry into any composition or arrangement with, its creditors other than Old f _ . _ _ -. - . _ _ _ _ ._ ..
Dominion's or Vepco's mortgagee, as the case may be; or (ii) The application for, or consent (by ad-mission of material allegations of a petition or otherwise) to, the appoint-ment of a receiver, trustee or liquida-tor for any Party or for all or substan-tially all of its assets, or its autho-rization of such application or consent, or the commencement of any proceedings seeking such appointment against it without such authorization, consent or application, which proceedings continue undismissed or unstayed for a period of 60 days; or (iii) The authorization or filing by any Party of a voluntary petition in bankruptcy or application for or consant (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liqui-dation or other similar law of any jurisdiction or the institution of such proceedings against any Party without such authorization, application or con-sent, which proceedings remain undismissed or unstayed for 60 days or which result in adjudication of bank-ruptcy or insolvency within such time.
18.02 Vepco's Rights on Default of Old Dominion.
Whenever any Event of Default by Old Dominion shall have occurred and Vepco intends to require that the default be remedied, Vepco shall give Old Dominion written notice to reme-dy the default. If the default shall not have been fully cured within 30 days from the date of the notice, Vepco shall have the rights set forth herein, in addition to all other rights it may have at law or in equity. l l
(a) Where the default is a failure to pay money when due:
(1) Subject to the limitations contained in the Federal Power Act or regulations duly promulgated thereunder, Vepco may, 15 days after delivery to Old Dominion and the Old Dominion Members of written notice of termination, terminate all service under this Agreement.
Notwithstanding such termination, Vepco shall be authorized to continue to oper-ate, maintain and fuel the Facilities and to schedule and dispatch the capaci-ty and energy from such Facilities. In the event this provision is invoked Vepco shall maintain an accurate record of all the benefits, including but not limited to the capacity and energy from Old Dominion's Percentage Ownership Interest in the Facilities, and costs of such continued operation, maintsnance and fueling to provide for a reasonable settlement following removal of the default.
(ii) Failure of Old Dominion to make any pay-ment on the date required under this Agreement shall obligate Old Dominion to pay to Vepco (a) the unpaid amount, (b) interest on the unpaid amount at the Special Interest Rate from the date such payment was due until the amount is paid and (c) the reasonable expenses incurred by Vepco in collecting the unpaid amount.
@ Where a default under Article XV (iii) of the Purchase, Construction and Ownership Agreement shall have otherwise permitted Vepco to purchase all or a portion of Old Dominion's Percentage ownership Interest in the Facilities (as those terms are defined in the Purchase, Construction and Ownership Agreement) any amount in default hereunder shall be i deducted from the purchase price to be paid to Old Dominion.
l (b) Where the default is the willful failure by Old Dominion to perform an obligation hereunder other than the obligation to pay money when due, Vepco may take any lawful action that will remedy the default or mitigate its effects, and Old Dominion shall, upon demand by Vepco, pay reasonable losses or damages incurrea by Vepco as a direct and proximate i
result of the default and all expenses incurred by Vepco in remedying the default or mitigating its effects, together with interest at the Special Interest Rate on that amount until the total amount is paid. A failure by Old Dominion to make pay-ment hereunder shall constitute a default under Section 18.01(a) and give rise to the remedies available under Section 18.02(a).
, (c) Where the default is any of the acts set forth in Section 18.Ol(c), Vepco shall have the right to take
! any lawful action, including termination of this Agreement, that Vepco determines to be necessary to minimize its losses or enhance its prospects of recovery of amounts due and to become i
due to it.
18.03 Old Dominion's Rights on Default of Vepco.
Whenever any Event of Default by Vepco shall have occurred and Old Dominion intends to require that the default be remedied, Old Dominion shall give Vepco written notice to remedy the default. If the default shall not have been fully cured within
30 days from the date of the notice, Old Dominion shall have the rights set forth herein, in addition to all other rights it may have at law or in equity.
(a) Where the default is a failure to pay money when due, Old Dominion shall have the right to withhold from Vepco payment of Old Dominion's obligations hereunder to the extent of the amount in default plus interest at the Special Interest Rate thereon until the amount is paid.
(b) Where the default is the willful failure by Vepco to perform an obligation hereunder other than the obliga-tion to pay money when due, Old Dominion may take any lawful action that will remedy the default or mitigate its effects, and Vepco shall, upon demand by Old Dominion, pay reasonable losses or damages incurred by Old Dominion as a direct and l proximate result of the default and all expenses incurred by Old Dominion in rem'edying the default or mitigating its effects, together with interest at the Special Interest Rate on that amount until the total amount is paid. A failure by Vepco to make payment hereunder shall constitute a default under Section 18.Ol(a) and give rise to the remedies available under Section 18.03(a).
(c) Where the default is any of the acts set forth in Section 18.Ol(c), Old Dominion shall have the right to take any lawful action, including termination of this 1
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Agreement, that Old Dominion determines to be necessary to minimize its losses or enhance its prospects of recovery of amounts due and to become due to it.
18.04 Disputes Concerning Default. In the event that any Party shall dispute an asserted default by it, such Party shall pay the disputed payment or perform the disputed obliga-tions, but may do so under protest. The protest shall be in writing, shall precede or accompany the disputed payment or performance of the disputed obligations, shall specify the reasons upon which the protest is based and shall be delivered to the other Party hereunder. In the event it is determined that the protesting Party is entitled to a refund of all or any portion of a disputed payment or payments, or is entitled to reimbursement of the cost of performing a disputed obligation theretofore made or performed, then the protesting Party shall be reimbursed such amount with interest at the Regular Interest l Rate for the period involved.
l 18.05 Additional Obligations. With respect to any Party as to which an Event of Default has occurred, such Party shall use its best efforts to take any and all such further actions and shall execute and file, where appropriate, any and all such further legal documents and papers as may be reasonable under the circumstances in order to facilitate the carrying out of this Agreement or otherwise effectuating its purpose, including i
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but not limited to action to seek any required governmental or regulatory approval and to obtain any other required consent, release, amendment or other similar document.
- 18.06 Injunctive Relief. The Parties hereto agree'and acknowledge that the failure of a Party to perform any of its obligations under this Agreement, including the execution of legal documents which may be reasonably requested as set forth in this Article XVIII, would cause irreparable injury to the other Party and that the remedy at law for any violations or threatened violation thereof would be inadequate, and agree that the other Party shall be entitled to a temporary or permanent injunction or other equitable relief specifically to enforce such obligation without the necessity of proving the inadequacy of its legal remedies.
18.07 No Remedy Exclusive. No remedy conferred upon or reserved to the Parties hereto in this Article XVIII is intend-ed to be exclusive of any other remedy or remedies available hereunder or now or hereafter existing at law, in equity, or by statute or otherwise, but each and every such remedy shall be I cumulative and shall be in addition to every other such remedy.
The pursuit by any Party of any specific remedy shall not be.
deemed to be an election of that remedy to the exclusion of any other or others, whether provided hereunder or by law, equity or statute.
18.08 Agreement to Pay All Costs to Cure Default.
(a) A late payment charge during periods of default chall accrue on any amount in default at an annual rate equal to that of the Special Interest Rate.
(b) If an Event of Default should occur and a Party not in default should employ attorneys or incur other expenses for the collection of any payment or the enforcement of performance or observation of any condition or obligation on the part of a defaulting Party or for the exercise of any other remedy hereunder, the defaulting Party agrees that it will on demand therefore reimburse the other Party for its reasonable expenses of such attorneys and such other expenses incurred.
No default shall be deemed cured until all costs payable under this Article, including any attorneys' fees incurred by the Party not in default, and payments pursuant to this Agreement j shall have been paid or reimbursed.
i 18.09 General Covenant by the Parties. Each Party hereto covenants and agrees that if any event shall occur or condition exist which constitutes, or which after notice, lapse of time or both, would constitute an Event of Default.cn its part pursuant to this Article, it shall immediately notify the other Party thereof, specifying the nature thereof and any I action taken or proposed to be taken with respect thereto.
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J ARTICLE XIX
- Miscellaneous 19.01 No Delay. No disagreement or dispute of any kind between the Parties to this Agreement or between a Party and any other entity, concerning any matter, including, without limitation, the amount of any payment due from said Party or the correctness of any billing made to the Party, shall permit
, either Party to delay or withhold any payment'cr the perfor-mance of any other obligation pursuant to this Agreement. Each Party shall promptly and diligently undertake to resolve such disagreement or dispute without undue delay and in good faith.
19.02 Further Documentation. From time to time after the execution of this Agreement, the Parties hereto shall, within their legal authority, execute other documents as may be necessary, helpful or appropriate to carry out the terms of this Agreement.
1 19.03 Notice. Any notice, request, consent or other communication permitted or required by this Agreement (other than payments as provided in Section 10.04) shall be in writing and shall be deemed given when delivered by hand or (unless otherwise required by the terms of this Agreement) when deposited in the United States Mail, first class, postage pre-paid, and if to Vepco, addressed to:
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Senior Vice President - Power Operations
' Virginia Electric and Power Company P.O. Box 26666 Richmond, Virginia 23261 and if to Old Dominion, addressed to:
Executive Vice President Old Dominion Electric Cooperative 5601 Chamberlayne Road Richmond, Virginia 23227 unless a different officer or address shall have been desig-nated by the respective Party by notice.in writing sent to the other Party hereto.
19.04 Headings Not to Affect Meaning. The descriptive headings of the various articles and sections of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions hereof.
l 19.05 No Association, Trust, Joint Venture or Partnership: Tax Matters. Notwithstanding any provision of this Agreement, the Parties do not intend to create hereby any association, trust, joint venture or partnership under the law of Virginia, although the Parties acknowledge that the owner-ship and operation of the Facilities may constitute a partner-ship for tax purposes. If it should appear that one or more changes to this Agreement would be required in order to avoid the creation or terminate the existence of any such entity, the Parties agree to negotiate promptly and in good faith with l
1 1
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.- = ._ . . _ _ _ . .
respect to such changes. Vepco and Old Dominion hereby agree that they will both elect to exclude the arrangement created by this Agreement from the application of Subchapter K of the Internal Revenue Code of 1954, as amended, and execute all documents required by either Party to effect that result.
19.06 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of Vepco and old I
Dominion, and their respective successors and assigns, provided that no succession to or assignment of any rights or obliga-tions created hereunder, other than an assignment or transfer to the U.S. Government or any agency thereof, the National Rural Utilities Cooperative Finance Corporation, or any other domestic financing institution, in each instance solely as se-curity for loans or advances, shall take place without the prior written consent of Vepco.
19.07 Counterparts. This Agreement may be executed si-multaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
19.08 Severability. In the event any of the terms, covenants or conditions of this Agreement or amendments thereof
- or the application of any such term, covenant or condition or amendment thereof shall be held invalid as to a Party or circumstance by any court or governmental agency having
- - - . - - . . - - . . . . . - - . - ---_ - ,-,=__ =. - .,_- - - .-. --- -,-, - - ------. . . . .
jurisdiction, all of the other terms, covenants and conditions of this Agreement and amendments thereof shall not be affected thereby and shall remain in full force and effect.
'19.09 Applicable Law. This Agreement is made under and shall be governed by the laws of the Commonwealth of Virginia.
19.10 No Waiver. The failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validi-ty of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision.
19.11 Computation of Time. In computing any period of time prescribed or allowed under this Agreement, the day on which the act or event occurs after which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included if it is a business day; if it is not a business day, the period shall run until the end of the next day which is a business day.
19.12 Survivorship of Oblications. The termination of this Agreement shall not discharge either Party hereto from any obligation it owes to the other Party under this Agreement by reason of any transaction, loss, cost, damage, expense or lia-bility which shall occur or arise (or the circumstances, events
or basis of which shall occur or arise) prior to such termination. It is the intent of the Parties hereby that any such obligation owed (whether the same shall be known or unknown at the termination of this Agreement or whether the -
circumstances, events, or basis of the same shall be known or unknown at the termination of this Agreement) shall survive the termination of this Agreement.
19.13 Executive Committee. An Executive Committee, con-sisting of the Chief Executive Officer and the Chief Operating Officer of Vepco, or their designees, and the President of Old Dominion, or his designee, shall meet from time to time for the purpose of resolving disputes arising from the activities of the Operating and Planning Committees established pursuant to Sections 2.01 and 3.01, respectively, of this Agreement and for the purpose of resolving disputes arising under the Purchase, Construction and Ownership Agreement pursuant to the procedures established by Section 20.03 of the Purchase, Construction and Ownership Agreement.
19.14 Documents Superseded. The Parties agree that upon theeffectivedateofthisAgYeementtheContractsforthe Purchase of Electricity for Resale by Rural Electric Coooerative between Vepco and each of the Old Dominion Members shall be superseded. These Contracts are listed in Appendix M.
Nothing herein shall affect the Temporary Construction Power l
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Agreement Between Virginia Electric and Power Company and B-A-E-C Electric C' -
ravative, dated April 6, 1977.
19.15 Ent11e ngreement. This Agreement, the Purchase, Construction and ownership Agreement and the Nuclear Fuel Agreement together with appendices and exhibits incorporated by reference, shall constitute the entire understanding between the Parties hereto, pertaining to the subject matter contained herein. Neither Party hereto has relied, nor will rely, upon any oral or written representation or oral or written informa-tion made or given to such Party by the other Party hereto or any representative of or anyone on the behalf of the other Party hereto.
19.16 Non-Exclusive Agreement. Subject to the limita-tions in this Agreement, Vepco and Old Dominion shall have the right at all times to execute interconnection agreements with any other persons on the same or different terms and conditions as those stated here',n, but no such other agreements shall di-minish any rights of the other Party hereunder.
19.17 Relationship of the Parties. The duties, obliga-tions, and liabilities of the Parties herein are intended to be several and not joint or collective. The Parties shall be in-dividually responsible for their own obligations as provided herein. Neither of the Parties shall have the right or power to bind the other Party except as expressly provided in this Agreement.
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19.18 Singular and Plural . Throughout this Agreement, whenever any word in the singular number is.used, it should include the plural unless the context otherwise requires; and whenever the plural number is used, it shall include the singular, unless the context otherwise requires.
19.19 Equal Opportunity. Unless this Agreement is exempt from the provisions of Executive Order No. 11246, dated 1
September 24, 1965, as amended by Executive Order No. 11375, dated October 13, 1967, and Section 503 of the Rehabilitation Act of 1973, the provisions thereof are, to the extent they may be applicable, made a part of this Agreement by reference.
19.20 Good Faith. The Parties hereto expressly agree i
that every obligation undertaken in this Agreement will be performed in good faith.
19.21 Merger of Documents. All understandings and l
l agreements, written or oral, among the Parties prior to March 4, 1983, with respect to the matters herein contained, including the Principles for Agreement, dated October 20, 1981,
, and the Interconnection and Operating Agreement, between Vepco and Old Dominion, executed on December 28, 1982 (the " Original Operating Agreement"), have been superseded in all respects by j this Operating Agreement dated as of December 28, 1982, but ex-1 ecuted on March 4, 1983, and all such understandings and agree-ments prior to March 4, 1983, including the Principles for
?
Agreement and the Original Operating Agreement, are null and void and of no effect whatsoever.
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ARTICLE XX Amendment This Agreement may not be amended, modified, or termi-nated, nor may any obligation hereunder be waived orally. Any amendment shall be in writing, and shall be signed by the Chief Executive Officer or the President of Vepco or the person ei-ther of them may designate in writing and by the President of l
Old Dominion, or the person he may designate in writing, and must be approved by the Board of Directors of Old Dominion and Vepco subject to any required regulatory approvals, including the approval of REA.
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i IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY By
,,..*,- William W. Berry
,' President r
- NTTEST:
~
/
... As / 5 ' ~
" TLinwood R. Robertson Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE By 9b Y. d3h f Harry K. Bowman v President
,,> , ATTEST: <..
' *Y",,'
t,', ,, , Jame s M . Reynolds
,, (ecretary
- q. C'
-100-
4 4
STATE OF VIRGINIA:
to wit:
CITY OF RICHMOND:
The feregoing instrument was acknowledged before me this 4th day of March, 1.983, by William W. Berry and Linwood R.
Robertson, President and Corporate Secretary, respectively, of Virginia Electric and Power Company, a Virginia corpora ion, on behalf of the corporation.
.' g. ~
.. j p J-V Ntrtarf y" Pub 1.1av(/'x// g#
My Commission e pires: O (SEAL STATE OF VIRGINIA:
to wit:
CITY OF RICHMOND:
The foregoing instrument was acknowledged before me this 4th day of March, 1983, by Harry K. Bowman and James M.
Reynolds, President and Secretary, respectively, of Old Dominion Electric Cooperative, a Virginia cooperative n be-half of the cooperative.
W'
' N5tary Public r.'/ y ,
My Commission expires:
(SEAL)
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APPENDIX A OLD DOMINION MEMBERS BARC Electric Cooperative Millboro, VA Central Virginia Electric Cooperative Lovingston, VA Community Electric Cooperative Windsor, VA Craig-Botetourt Electric Cooperative New Castle, VA Mecklenburg Electric Cooperative Chase City, VA Northern Neck Electric Cooperative Warsaw, VA Prince George Electric Cooperative Waverly, VA Prince William Electric Cooperative
- Manassas, VA Rappahannock Electric Cooperative Bowling Green, VA Shenandoah Valley Electric Cooperative Dayton, VA Southside Electric Cooperative .
Crewe, VA Tri-County Electric Cooperative
- Leesburg, VA
- To be consolidated as Northern Virginia Electric Cooperative, Manassas, VA, effective January 1, 1983
' APPENDIX B TRANSMISSION SERVICE CHARGE The monthly charges to be paid by Old Dominion for transmission services rendered by Vepco described in Article VI of the Interconnection and Operating Agreement shall be:
(1) High Voltage Transmission (equal to or greater than 69 kV)
(2) Monthly Rate $ /kw (3) Old Dominion Retained Capacity kw (4) High Voltage Transmission Charges (lines 2 x 3) $
(5) Low Voltage Transmission (less than 69 kV)
(6) Monthly Rate $ /kw (7) Old Dominion Retained Capacity kw (8) Low Voltage Transmission Charges (lines 6 x 7) $
(9) Emergency Transfer Capability (when appropriate)
(10) Monthly Rate S /kw (11) Old Dominion Wheeled Capacity kw (Section 6.02)
(12) Emergency Transfer Capability Charge $
(lines 10 x 11) .
(13) Total Monthly Transmission Service Charge (lines 4 + 8 + 12) S
Page 1 of 6 APPENDIX C Charges for Capacity and Energy Sold By Old Dominion to Vepco Percentage Old Dominion's Purchased Total Costs for by Vepco Line the Applicable Pursuant to Amount No. Item Month Section 7.02 (1) x (2)
(1) (2) (3)
- 1. Capital Cost $ $
Appendix C, Page 2, Line 3
- 2. Fixed Procuc-tion Expenses __
Appendix C, Page 3, Line 3
- 3. Sub Total (lines 1+2)
- 4. Sub Total (line 3) x 1.15
- 5. Total Opera-tion and Maintenance Expenses
- 6. Administrative and General Expenses
- 7. Taxes Paid or Incurred, Ex- gr clusive of Deferred Taxes Reflected in Schedules N-1 and N-2 of the Purchase, Con-struction and Ownership Agreement, by Old Dominion Not Reflected I in Items 2, 5 and 6 above. l l
a m . - - ,w. ,, - , -
l Appendix C Page 2 of 6
- 8. Cancellation costs associ-ated with Surry 3 and 4, North Anna 4 and North Anna 3
- 9. Other Amounts Reflected in Charges by Vepco to Old Dominion Not Reflected above.
- 10. Total Fuel Expense Appendix C Page 4, line 1
- 11. Billina Amount (i :: . 4>5+6
+7+8v9+10) t l
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l Appendix C Page 3 of 6 Determination of Old Dominion's Capital Cost for the Applicable Month Related to the Facilities Line No. Item Amount 1 Interest Expense (c) $
2 Depreciation Expense (b) 3 Total Capital Costs (lines 1+2) $
(a) Interest expense will be calculated by using Old Dominion's weighted average interest rate on outstanding debt applicable to the Facilities applied to its monthly average net investment ** in the Facilities
- and Nuclear Fuel including taxes payable by Old Dominion at the Closing (but exclusive of deferred tax payments reflected in Exhibit N of the Purchase, Construction and Ownership Agreement) and subsequent investments in the Facilities *,
if any, less the appropriate depreciation. Net invest-ment shall also include the present value of deferred tax payments reflected in Exhibit N of the Purchase, Construction and Ownership Agreement using an 11 percent discount rate with the interest expense applicable thereto at 11 percent for the entire buy-back period.
j (b) Depreciation and amortization will be computed by apply-ing appropriate depreciation or amortization rates approved by REA to Old Dominion's total investment *** in the Facilities *, excluding Nuclear Fuel, as determined above including the acquisition adjustment, if any. If the applicable depreciation rate does not include a com-ponent for decommissioning expenses, an appropriate al-lowance for such expenses shall be added to the monthly depreciation expense for the purposes of this calculation only.
- Facilities shall exclude investment in Major Spare Parts on which Vepco is paying Old Dominion's carrying charge pursuant to the Purchase, Construction and Ownership Agreement.
- Net investment shall mean original cost less accumulated de-preciation as defined'under FERC's Uniform System of Accounts.
- Total investment snall mean original cost including taxes payable at Closing at 100% of such payment and deferred taxes 1
- . . - _ ., . _ . _ _ ,- , . _. ,_.__,r. , - . . . , . - . _ , , . _ . . . - , . . - , . . _ . , , _ _,m , -----
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Appendix C Page 4 of 6 as set forth in Exhibit N of the Purchase, Construction and j Ownership Agreement at the present value of such payments using .
an 11 percent discount rate.
S
, - , , , ., , ,,g,, -- - - - ,
w w'v'~= w ' * ' ' "~^~' * ' ' ' - ' * ' " ~ '" ' ' ~ " ~ ~ ~
Appendix C Page S of 6 Determination of Old Dominion's Fixed Production Expenses for the Applicable Month Related to the Facilities Line No. Item Amount
- 1. Property Taxes $
- 2. Inscrance
- 3. Total Fixed Production Expenses $
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Appendix C Page 6 of 6 Determination of Monthly Purchased Energy Charge for North Anna 1 and 2 Payable to Old Dominion by Vepco Percentage Old Dominion's Purchased Line Total Costs for the By Vepco Pursuant Amount No. Item Applicable Month to Section 7.02 (1) x (2)
(1) (2)
(3)
- 1. Total Fuel Expense (a) $
(a) Total Fuel Expense shall include burned owned fuel expense, burned leased fuel expense, lease use charges, nuclear fuel disposal expenses and other appropriate nu-clear charges / credits.
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Appendix D Page 1 of 2 APPENDIX D DETERMINATION OF AMOUNTS OF SUPPLEMENTAL DEMAND AND RESERVE AND SUPPLEMENTAL ENERGY I. Old Dominion Monthly Supplemental Demand (a) Old Dominion Monthly Delivered Demand, (com-bined Old Dominion hourly demand measured at l the Interconnection Points for the clock hour during which the Combined System Monthly Peak Demand occurs).
less (b) Old Dominion Monthly Delivered SEPA Capacity.
the resulting difference (c) the factor of 100 divided by 100 minus multiplied the Combined System Transmission Loss by Percentage (to reflect demand at the generation level),
(Equal to Old Dominion Monthly Demand) less (d) Old Dominion Monthly Retained Capacity, less (e) Old Dominion Monthly Accredited Firm and Non-Firm Capacity.
II. Old Dominion Monthly Maximum Diversified Demand (a) The combined Old Dominion Members monthly maximum coincident hourly demand measured at the Interconnection Points during the on-peak hours shown in the Rate Schedule attached to the Agreement as Appendix E.
III. Old Dominion Monthly Billing Demand (a) Old Dominion Monthly Supplmental Demand
, plus (b) the kW, if any, by which the most recent 12-month average Old Dominion Monthly Maximum Diversified Demand exceeds 110% of the most recent 12-month average Old Dominion Monthly Delivered Demand with such excess multiplied by the factor of 100 divided by 100 minus the Combined System Transmission Loss Percentage.
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1 Appandix D I Page 2 of 2 IV. Old Dominion Monthly Reserve and Supplemental Energy (a) Old Dominion Monthly Delivered Energy, less (b) Old Dominion Monthly Delivered SEPA Energy, with the resulting difference multiplied by l (c) the factor of 100 divided by 100 minus the l Combined System Transmission Loss Percentage l (to reflect energy at the generation level),
(equal to Old Dominion Monthly Energy) less (d) Old Dominion Monthly Retained Energy, less (e) Old Dominion Monthly Excess Energy, and less (f) Old Dominion Monthly Accredited Energy.
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APPENDIX E Page 1 of 5 APPENDIX E CHARGES FOR PURCHASES BY OLD DOMINION I. Monthly supplemental Demand Charge The Monthly Supplemental Demand Charge shall be applicable to all Old Dominion Monthly Billing Demand
- determined for each calendar month in accordance with Appendix D,Section III, of this Agreement and shall be:
$ . per kW
- In determining Old Dominion Monthly Billing Demand the following on-peak hours shall be used for determining Old Dominion Monthly Maximum Diversified i Demand:
(a) 7:00 a.m. to 10:00 p.m. , Mondays through Fridays, for the months of October through May, and (b) 10:00 a.m. to 10:00 p.m., Mondays through Fridays, for the months of June through September.
II. Monthly Reserve and Supolemental Energy Charge The Reserve and Supplemental Energy Charge shall be applicable to all Old Dominion Monthly Reserve and Supplemental Energy determined for each calendar month in accordance with Appendix 0,Section IV, of this Agreement and shall be.
O. d per kWh III. Annual Fuel Adjustment Factor
- 1. Old Dominion's Reserve and Supplemental Energy for each calendar month shall be multiplied by an annual fuel adjustment factor which shall be equal to the sum of:
- a. the estimated current period fuel adjustment factor, and
- b. the deferral adjustment factor.
- 2. The estimated current period fuel adjustment factor to become effective with April of each year shall be based on the estimated fuel expenses allocated to Old Dominion's estimated reserve and supp1 mental energy for the 12-month period beginning in April of each year, and shall be calculated by the fuel adjustment factor formula shown below rounded to the nearest thousandth of a cent.
- 3. The deferral adjustment factor to become effective with April of each year shall be based on the difference between the total fuel expenses (using the criteria outlined in (1) - (4) of Paragraph 7 below) allocable to Old Dominion and the total fuel recoveries by Old Dominion 2 for the 12 months prior to April of each year, divided by Old Dominion's estimated reserve and supplemental energy for the 12-month period beginning with April of each year (6 months where a semi-annual change is made pursuant to Paragraph 5. below). The deferral adjustment factor will be adjusted for taxes.
4 The intent of the annual fuel adjustment factor is to recover all fuel expenses allocable to Old Dominion. To the extent the amount recovered
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APPENDIX E Page 2 of 5 from Old Dominion through the annual fuel adjustment factor and the fuel component of the base rate exceeds the cost of fuel allocable to Old Dominion for the same time period, this over-recovery shall be a credit in the calculation of the deferral adjustment factor for the 12-month period beginning with the next April. To the extent the amount recovered from Old Dominion through the annual fuel adjustment factor and the fuel component of the base rate is less than the cost of fuel allocable to Old Dominion for the same time period, this under-recovery shall be a charge in the calculation of the deferral adjustment factor for the 12-month period beginning with the next April.
- 5. The annual fuel adjustment plus factor shall be reviewed on a semi-annual basis to determine if any change is required. The actual performance to date and any revisions to the fuel expense estimate will be reviewed and a change to the annual fuel adjustment factor may be made with October of that same year. The adjustment may be deferred until the end of the 12-month period, provided the net difference between the Company's actual and estimated under-recovery is no greater than seven and one-half per centum of actual and estimated fuel expenses for the fuel factor year or the net difference between the actual and estimated over-recovery is no greater than five per centum of actual and estimated fuel expenses for the fuel factor year.
- 6. Initially, the Annual Fuel Adjustment Factor will be made effective as of the Closing Date, and will be spread over the months starting from the Closing Date to the beginning of the next fuel factor year. This factor will be composed of:
- a. an estimated current period fuel adjustment factor, based on the estimated fuel expenses allocated to Old Dominion and Old Dominion's estimated reserve and supplemental energy from the Closing Date to the beginning of the next fuel factor year Plus
- b. a deferral adjustment factor, based on actual under-recovered or over-recovered fuel expenses applicable to Old Dominion, excluding the deferral portion associated with Old Dominion's anticipated energy reduction, on the day prior to the Closing Date and estimated Old Dominion reserve and supplemental energy from the Closing Date to the beginning of the next fuel factor year.
7 Fuel Adjustment Factor Formula:
- Base (T) (100)
F={
Where:
F = Estimated annual fuel adjustment factor in cents per kilowatthour.
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APPENDIX E Page 3 of 5 E = Estimated system fuel expenses allocated to Old Dominien for the 12-month period beginning with April of each year, determined as follows:
(1) Fossil and nuclear fuel consumed in the Utility's wholly owned plants, and the Utility's share of fossil and nuclear fuel consuned in jointly owned or leased plants excluding nuclear fuel consumed in North Anna Units 1, and 2. The cost of fossil fuel shall include no items other than those listed in Account 151 of the Commission's Uniform System of Accounts for Public Utilities and Licensees. The cost of nuclear fuel shall be that as shown in Account 518, excluding nuclear fuel consumed in North Anna Units 1, and 2, estimated costs and salvage value associated with reprocessing and disposal of the nuclear fuel and by-products, and except that if Account 518 also contains any expense for fossil fuel, or another utility's share of jointly owned nuclear fuel, it shall be~ deducted from this account.
Plus (2) Purchased Power fuel costs purchased for reasons other than those identified in (3) below such as those incurred in Unit Power and Limited Term Power purchases where the fossil and nuclear costs associated with energy purchased are identifiable and are identified in the billing statement.
Plus (3) The net energy cost of energy purchases, ex::lusive of capacity or demand charges (irrespective of the designation assigned to such transaction) when such energy is purchased on an economic dispatch basis.
Included therein may be such costs as the charges for economy energy purchases and the charges as a result of scheduled outage, all such kinds of energy being purchased to substitute for the Company's own higher cost energy.
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APPENDIX E Page 4 of 5 j i
Energy receipts that do not involve money payments such as Diversity Energy and pay-back of Storage Energy are not defined as Purchased or Interchanged Power relative to the Fuel Factor.
Minus (4) The cost of fossil and nuclear fuel recovered through inter-system sales including the fuel costs related to economy energy sales and other energy . sold on an economic dispatch basis.
Energy . deliveries that do not involve billing transactions such as Diversity Energy and pay-back of Storage Energy are not defined as sales relative to the Fuel Factor. ,
S = Estimated Old Dominion's Reserve and Supplemental energy for the 12-month period beginning with April of each year.
Base = The base cost of fuel per kWh sold. *(A new fuel base will be calculated after the test year has been reallocated removing all fuel expenses and kWh sales associated with North Anna Units 1 and 2.)
T = Adjustment for state and local taxes measured by gross receipts
! determined separately for resale customers in Virginia: 100%
! divided by (100% minus applicable Gross Receipts Tax rate).
IV. Monthly Charges for Purchases by Old Dominion The Monthly Charges for Purchases by Old Dominion shall be the sum of Paragraphs I. , II. , and III.
V. Performance Incentive Provision Old Dominion shall be subject to a charge or credit to the Monthly Charges for Purchases,Section IV of Appendix E, in accordance with the Rider PIP - Performance Incentive For Reserve and Supplemental Energy Requirements, Old Dominion Electric Cooperative, Under Appendix E of the Interconnection and Operation Agreement which has been attached and made a part of Appendix E under this Agreement.
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Virginia Electric and Power Company APPENDIX E !
Page 5 of 5 '
RIDER PIP - PERFORMANCE INCENTIVE FOR RESERVE AND SUPPLEMENTAL ENERGY REQUIREMENTS OLD 00MINICN ELECTRIC COOPERATIVE UNDER APPENDIX E OF THE INTERCONNECTION ANO OPERATION AGREEMENT This Rider is applicable to Old Dominion Reserve and Supplemental Energy provided under Appendix E of the Interconnection and Operation Agreement in accordance with the terms and conditions of the Performance Incentive Provision of the Settlement Agreement filed with the Federal Energy Regulatory Commission on , 1982 under Docket No. ER82-423-000.
For each month, the charge (credit), as determined by the Performance Incentive Provision shall be collected (refunded) by the application of (credit of) $ /kWh to all Reserve and Supplemental Energy.
This Rider shall be effective for the 12 months beginning with July 1, 1984 and is designed to collect $ based on the current charge (credit) adjustment. A Member who ceases to be an Old Dominion Member anytime during that period will be assessed (refunded) its share of the outstanding charge (credit) for the year.
This Rider will be terminated at anytime during the 12 months when the full charge (credit) has been collected (refunded). At the end of the 12 months, if the full charge (credit) has not been collected (refunded), the
! amount of shortfall will carry over to the next, period.
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Filed with FERC: Effective Date:
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l Appendix F Determination of Accumulated Deferred Income Taxes Related to the Facilities (a)
Lino FERC Old Dominion Amount
, No. Account No. Description Total
- Percentage (a) (1) X (2)
(1) (2) (3) 1- 282 Liberalized Depreciation S 7.8 $
2 282 Taxes Capitalized , 7.8 3 282 Benefit Plan Costs Capitalized 7.8 4 283 Preliminary Operations-North Anna 2 7.8 Total
- Accumulated deferrad income tax balances resulting from investments in the Facilities as reflected in approved rates at closing including any adjustments resulting from final determination by the Internal Revenue Service or from audits by regulatory authorities having jurisdiction.
Amortization Liberalized Depreciation - Vintage year balances of the accumulated deferred income taxes resulting from depreciation of investment in the Facilities as chown above will be reduced by the applicable portion of the decrease in the total liberalized depreciation accumulated deferred taxes attributable to the units.
! Taxas Capitalized - Vintage year balances of the accumulated deferred income taxas resulting from investment in the Facilities as shown above will be amortized on a straight-line basis over remaining book plant life.
i Banofit Plans Capitalized - Vintage year balances of the accumulated deferred income taxes resulting from investment in the Facilities as shown above will be amortized on a straight-line basis over remaining book plant life.
Preliminary Operations - The balance of accumulated deferred income taxes resulting from North Anna 2 as shown above will be amortized on a straight-linn basis over remaining book plant life.
(a) To the extent Old Dominion's Percentage ownership Interest is below 7.8%, the percentage shall be equal to that Percentage ownership Interest.
Note: No investment tax credit applicable to North Anna has been utilized on Vepco's income tax return at 12/31/82.
- - _ - . _ = - . . - . _ . -_ -. . -. - - -. - _ - . _ _ _ _ _ .
APPENDIX G CHARGES FOR RESERVE CAPACITY The Old Dominion Reserve Capacity shall be determined in accor-dance with Section 8.06 of this Agreement.
The monthly Old Dominion Reserve Capacity Charge shall be:
Section 8.06 Reserve Capacity = kw Annual Cost per kw = $
Total Annual Old Dominion Reserve Capacity Charge = $
f 12 Monthly Old Dominion Reserve Capacity Charge $
, - - , _ .- -..~.---c .-e - . . , - - - - - . . , . - - - - - , .
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Virginia Electric and Power Company Appendix H ;
D-4J Page 1 of 5 FACILITIES CHARGES I. APPLICABILITY This Appendix H covering the supply of Excess Facilities Service is applicable to Old Dominion in the territory served by the Company.
II. AVAILABILITY Whenever Old Dominion requests the Company to supply electricity in a manner which will require facilities in excess of Normal Service Facilities as defined in Paragraph IV hereof, and the Company finds it practicable, such facilities will be provided in accordance with paragraphs LI and V hereof.
III. MONTHLY RATE
- 1. % of the estimated installed cost of all distribution equipment and facilities (rated below 69 kV) require:1 in addition to Normal Service Facilities.
- 2. % of the estimated installed cost of all transmission equipment and facilities (rated 69 kV and above) required in addition to Norma 1 Service Facilities.
IV. DETERMINATION OF NORMAL SERVICE FACILITIES The Company's Normal Service Facilities at an interconnection point with Old Dominion shall be those the Company is committed to provide for service under this Operating Agreement, as it may be amended from time to time, and agreed to by the Operating Committee.
V. EXCESS FACILITIES SERVICE Excess Facilities Service supplied hereunder shall be subject to the provisions of this Operating Agreement except as modified by the following:
- 1. The Company's facilities will be installed in a place and manner satisfactory to the Company; and, upon request by the Company, Old Dominion will furnish the property on which any excess facilities may be located.
- 2. The Company may change facilities at its convenience so long as eouivalent service is rendered and the charge to Old Dominion is unaffected. In paragraphs 3, 4, and 5 below, a change in facilities shall mean one for which an increase or decrease in the monthly charge for Excess Facilities Service becomes appropriate.
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Virginia El:ctric and Power Company Appendix H !
D-4J Page 2 of 5 FACILfrIES CHARGES (Continued)
V. EXCESS FACILITIES SERVICE (Continued)
- 3. If within ten years from the initial connection of Excess Facilities Service at any Interconnection Point or from the last change made in Company facilities at that point (1) Old Dominion wishes to discontinue Excess Facilities Service; or (2) Old Dominion ceases to take electric service from the Company at that point; or (3) the Company determines that, in accordance with good engineering and operating practice, service to Old Dominion at such Interconnection Point requires a further change in Company facilities or in their classification as Normal or Excess Facilities, other than a change provided for in paragraph 4 below, Old Dominion will:
(a) Agree to the new Monthly Excess Facilities Charge; or (b) Request that the Excess Facilities be removed and, in such event, Old Dominion will reimburse the Company for the costs specified in paragraph 5 below.
i
- 4. If Excess Facilities serving an Interconnection Point are changed by the Company within five years from the initial connection or from the last change made in Company facilities at that Point, not as a direct result of a change in Old Dominion's load or request by Old Dominion, Old Dominion will:
(a) Agree to such change by the Company before the change is made, if service is still wanted by Old Dominion, provided that:
(1) if the change causes an increase in the Monthly Charge for Excess Facilities, the increase will be effective only after the end of said five years, or (2) if the change causes a decrease in the Monthly Charge for Excess Facilities, the decrease will be effective from the date the Company changes its facilities; or (b) Request the Company to remove the Excess Facilities at no cost to Old Dominion at the time the Company changes its facilities.
- 5. If facilities are removed or rearranged under paragraph 3 above, Old Dominion will reimburse the Company as follows:
(a) When rights-of-way for such service are utilized for a period of less than 10 years, Old Dominion will pay the Company the total cost of acquiring all rights-of-way which are abandoned within twelve months after any aforesaid event, plus (b) The original installed cost (for line facilities, being the year's average installed cost on units of property installed throughout the Company's system in
Virginia Electric and Power Company Appendix H D-4J Page 3 of 5 FACILITIES CHARGES (Continued)
V. EXCESS FACILITIES SERVICE (Continued) each calendar year)- plus - the estimated removal cost - less - salvage on all Company facilities installed to provide such service and removed as a result of any such event, and if applicable, (c) The original installed cost (for line facilities, being the year's average installed cost on units of property installed throughout the Company's system in each calendar year) to rearrange and/or relocate such facilities to service such Delivery Point- plus- the estimated cost to return such facilities to their condition prior to serving such Interconnection Point if such facilities are changed as a result of any such event, less (d) A credit of 1/120th of such reimbursement for each full month the Company facilities at such Interconnection Point were utilized to serve Old Dominion, or its predecessor, except that no credit will apply if such facilities were utilized for a period less than three years.
- 6. If at any time all or any part of the Excess Facilities become Normal Service Facilities, the Excess Facilities Service Charge will cease or will be adjusted to reflect such change.
VL EXISTING EXCESS FACILITIES SERVICE ,
t The Old Dominion Members have certain existing Excess Facilities Service for which Old Dominion will pay the Company the Monthly Rate as provided in Paragraph II of this Appendix H. These Excess Facilities Services and the monthly costs are listed on Pages 4 and 5 of this Appendix H.
VIL CHANGES IN MONTHLY RATE Vepco shall have the right to unilaterally file with FERC for a change in rates contained in this Appendix H under Section 205 of the Federal Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder. In ,
addition, nothing contained herein shall limit or modify in any respect Old Dominion's l 1
legal rights to oppose, in whole or in part, Vepco's filing for a change in the rates '
contained in this Appendix H or to complain of these rates pursuant to Section 206 of the Federal Power Act.
Virginis E1:ctric and Pcwcr Company Appendix H D-4J Page 4 of 5 l
FACILITIES CHARGES Estimated Installed Cost Type of Excess Transmission Distribution Cooperative and Delivery Point Facilities Facilities Facilities Northern Virginia Electric Coop Bethel Delivery Point Data Pulse Broad Run Delivery Point Data Pulse Catharpin Delivery Point Data Pulse Country Club Delivery Point Data Pulse Cub Run Delivery Point Data Pulse Harrison-Gainesville Delivery Point 2-69KV OCB
& Assoc. Equip.,
1-line Operating Device & Data Pulse Johnson Delivery Point Data Pulse Lindondale Delivery Point Data Pulse Middleton Delivery Point Data Pulse Minniville Delivery Point Data Pulse Moore Delivery Point Data Pulse Smoketown Delivery Point Data Pulse Wellington Delivery Point Data Pulse Heflin Delivery Point Data Pulse Independent Hill Delivery Point Data Pulse Sowego Delivery Point Data Pulse Shenandoah Vallev Electric Coop Columbia Furnace Delivery Point Data Pulse Woodstock Delivery Point Data Pulse Brands Delivery Point Data Pulse Cold Springs Delivery Point Data Pulse Crimora Delivery Point Data Pulse Dayton Delivery Point Data Pulse Gardner Springs Delivery Point Data Pulse Mt. Jackson Delivery Point Data Pulse North River Delivery Point Data Pulse Sherando Delivery Point Data Pulse Timberville Delivery Point Data Pulse Trimbles Mill Delivery Point Data Pulse 021083
Virginia Electric and Powcr Company Appendix H D-4J Page 5 of 5 FACILITIES CHARGES Estimated Installed Cost i Type of Excess Transmission Distribution Cooperative and Deliverv Point Facilities Facilities Facilities Rappahannock Electric Coop Bear Island Delivery Point Data Pulse Cuckoo Delivery Point Data Pulse Culpeper #1 Delivery Point Data Pulse Decapolis Delivery Point Data Pulse Deerfield Delivery Point Data Pulse Dunnes Delivery Point Data Pulse Greenwood Delivery Point Data Pulse Goldmine Delivery Point Data Pulse Hustle Delivery Point Data Pulse Kings Dominion Delivery Point Data Pulse Malers Tavern Delivery Point Data Pulse Oakshade Delivery Point Data Pulse Orchid Delivery Point Data Pulse Orleans Delivery Point Data Pulse Paytes Delivery Point Data Pulse Rixley Delivery Point Data Pulse Slabtown Delivery Point Data Pulse St. Johns Delivery Point Data Pulse Unionville Delivery Point Data Pulse
- Warrenton Delivery Point Data Pulse l Wilderness Delivery Point Data Pulse Total value transmission facilities subject to facilities charge $
i Total value distribution facilities subject to facilities charge $
4 021083 l
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APPENDIX I NOMINAL VOLTAGES - PRESENT DELIVERY POINTS Transmission Voltages 230 kv 115 kv 69 kv Distribution Voltages 46 kv 34.5 kv 23 kv 13.2 kv 12.5 kv b
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Appendix J VIRGIL {IA ELECTRIC AND POWER COMPANY MONTHLY STATEMENT TO OLD DOMINION 1 MONTH OF , 19 ,
(1) Total O&M Charges (*) $
Less:
(2) Amount attributable to 01d Dominion entitlement to capacity and energy purchased by Vepco (See Appendix C page 1, Line 5, Col. 3)
Plus:
(3) Supplemental Demand (4) Reserve and Supplemental Energy Charges (Appendix E)
(5) Reserve Capacity Charges (Appendix G)
(6) Transmission Service Charges (Appendix B)
(7) Power Factor Charges (Appendix X)
(8) Facilities Charges (Appendix H)
(9) Total (1 - 2 + 3 + 4 + 5 + 6 + 7 + 8) $
! (*) Summary Total O&M Charges from Appendix L:
Budget Estimate Adjustment Total (Current Month) To Previous Month (1 + 2)
(1) (2)
N. A. Station '-
Operati ons L9 COL 4, p.1 $ L9 COL 4, P.7 $ $
Maintenance L15 COL 4, p.1 L15 COL 4, p.7 Other Operati ons L10, p.2 L10, p.8 Maintenance Ll6, p.2 Ll6, p.8 Load Disp. Ll7, p.2 Ll7, p.8 A&G Operations L10, p.3 L10, p.9 Maintenance L12, p.3 L12, p.9 Insurance Pre. Ll4, p.3 Ll4, p.9 Interest (L19 COL 4 p.7 + L21 p.8 + L17 p. 9)
Total $ $ $
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APPENDIX K PAGE 1 of 2 APPENDIX K POWER FACTOR Power factor monitoring and compensation for power factor deviations shall be in accordance with Article XI of the Interconnection and Operating Agreement.
Each Old Dominion Member shall maintain a minimum lagging power factor of 95% on the aggregated loads of its delivery points during the on-peak period at the time of the Combined System Peak Demand. Each Old Dominion Member shall maintain either a power factor of 100% or a lagging power factor on the aggre-gated loads of its delivery points during off-peak hours. The on-peak period is defined as the hours of 7 am to 10 pm for all weekdays during the months of October through May and the hours of 10 am to 10 pm for all weekdays during the months of June through September. The off-peak period is defined as all Saturdays, Sundays and Holidays and all weekday hours not specified as on-peak hours. The above power factor criteria shall apply except that the Operating Committee may from time to time waive strict adherence to these limits when it determines that less stringent limitations may be tolerated for a period of time in certain regions of the Combined Electric System. To the extent Vepco installs reactive correction facilities on the Combined Electric System and a portion of these facilities are otherwise allocated to Old Dominion, then Old Dominion will be credited for such portion of the reactive correction prior to the application of the power factor correction charges pursuant to this Appendix K.
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APPENDIX K PAGE 2 of 2 Monthly payment for the power factor deviation shall be:
(1) For On-Peak deviation:
(2) Old Dominion Member's on-peak lagging re-active responsibility kvar (3) Monthly Lagging Power Factor Correction Charge S /kvar (4) Total On-Peak Charge $
(lines 2 x 3)
(5) For Off-Peak deviation:
(6) Old Dominion Member's off-peak leading reactive responsibility kvar (7) Monthly Leading Power Factor Correction Charge S /kvar (8) Total Off-Peak Charge $
(lines 6 x 7)
(9) Monthly Total Power Factor Deviation Charge S (lines 4 + 8)
Appendix L o Page 1 of 11 BUDGET ESTIMATE VIRGINIA ELECTRIC AND POWER COMPANY NORTH ANNA NUCLEAR STATION NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES MONTH OF ,
1 9__
North Anna Spare FERC Units 1 & 2 and Support Parts Total Account Common Facilities Facilities O&M (1+2+3)
Operation (A) (1) (2) (3) (4)
'1) 517 Supervision and Engineering $ $ $ $
- 2) 519 Coolants and Water
.3) 520 Steam Expenses
- 4) 521 Steam From Other Sources
- 5) 522 Steam Transferred-Credit
- 6) 523 Electric Expenses l7) 524 Miscellaneous Nuclear Power Expenses
- 8) 525 Rents
~9) Total Operation S S S S Maintenance (A) ~
- 10) 528 Supervision and Engineering
- ll) 529 Structures
- 12) 530 Reactor Plant Equipment
- 13) 531 Electric Plant
- 14) 532 Miscellanecus Nuclear Plant
- 15) Total Maintenance $ $ $ $
,16) Total Operation & Maintenance $ $ $ $
- 17) Old Domir. ion Percentage Ownership Interest
' ~ '
- 18) Old Dominion Prorata Share $ $ $ $ l i
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Appendix L Page 2 of 11 BUDGET ESTIMATE VIRGINIA ELECTRIC AND POWER COMPANY OTHER NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES MONTH OF , 19_
FERC North Anna Accounts (excludes Nuclear Fuel Exp.)
Units 1 & 2 and Common Facilities Operation (A)
(1) 51 7 Supervision and Engineering $
(2) 51 9 Coolants and Water (3) 520 Steam Expenses (4) 521 Steam from Other Sources (5) 522 Steam Transferred - Credit (6) 523 Electric Expenses (7) 524 Misc. Nuclear Power Expense (8) 525 Rents (9) 557 Otner Expenses - Nuclear (10) Total Operation Maintenance (A)
(11) 528 Supervision and Engineering (12) 529 Structures (13) 530 Reactor Plant Equipment (14) 531 Electric Plant (15) 532 Misc. Nuclear Plant (16) Total Maintenance (17) 556 System Nuclear Control and Load Dispatching (Based on ratio of total capacity to nuclear '-
capacity)
(18) Total Operation and Maintenance (Line 10 + Line 16 + Line 17)
(19) Old Dominion Allocation of System Nuclear Expenses (B)
(20) Old Dominion Prorata Share (Line 18 X Line 19) $
I _
- - - - -- - -~ " ' - ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
AppOndix L Page 3 of 11 A
BUDGET ESTIMATE VIRGINIA ELECTRIC AND POWER COMPANY 1 A&G EXPENSES APPLICABLE TO NORTH ANNA MONTH OF , 19 FERC A_ccount Total Operation
- 1) 920 A&G Salaries $.
2 )- 921 Office Supplies & Expenses
- 3) 922 Administrative Exp. Trans. - Credit
- 4) 923 Outside Services
- 5) 925 Injuries and Damages (6) 928 Regulatory Commission Exp.
(7) 929 Duplicate Chg. - Credit (8) 930 Misc. - General Expenses
( 9) 931 Rents (10) Total Operation $
Mai ntenance (11) 932 Maintenance uf General Plant $
(12) Total Maintenance (13) Total Operation and Maintenance (14) Insurance Premiums (15) Old Dominion A&G Factor (C)
(16) Old Dominion Prorata Share (Line 15 X Lines 13 + 14) $
Appendix L j
Page 4 of 11. i ACTUAL '
VIRGINIA ELECTRIC AND POWER COMPANY NORTH ANNA NUCLEAR STATION NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES -
MONTH OF , 1 9__
North Anna Spare FERC Units 1 & 2 and Support Parts Total Account -
Commen Facilities Facili ties O&M (1+2+3)
Operation (A) (1) (2) (3) (4) 1 (1) 517 Supervision and Engineering $ $
I $ $
(2) 519 Coolants and Water (3) 520 Steam Expenses (1) 521 Steam From Other Sources (5) 522 Steam Transferred-Credit (6) 523 Electric Expenses (7) 524 Miscellaneous Nuclear Power Expenses (8) 525 Rents (9) Total Operation S S S $
Maintenance (A)
- 10) 528 Supervision and Engineering
- 11) 529 Structures
- 12) 530 Reactor Plant Equipment (13) 531 Electric Plant (14) 532 Miscellaneous Nuclear Plant (15) Total Maintenance $ $ $ $
(16) Total Operation & Maintenance S $ $ $
(17) Old Dominion Percentage Ownership Interest
~
(18) Old Dominion Prorata Share $ $ $ $
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App;ndix L Page 5 of 11 ACTUAL VIRGINIA ELECTRIC AND POWER COMPANY OTHER NUCLEAR PRODUCTION OPERATION AND MAIN 1tNANCE EXPENSES MONTH OF ,
19__
North Anna i FERC Units 1 & 2 and i Accounts (excludes Nuclear Fuel Exp.) Common Facilities Operation (A)
(1) 517 Supervision and Engineering $
(2) 51 9 Coolants and Water (3) 520 Steam Expenses (4) 521 Steam from Other Sources (5) 522 Steam Transferred - Credit (6 ) 523 Electric Expenses (7) 524 Misc. Nuclear Power Expense (8) 525 Rents (9) 557 Other Expenses - Nuclear (10) Total Operation Maintenance (A)
(11) 528 Supervision and Engineering (12) 529 Structures (13) 530 Reactor Plant Equipment (14) 531 Electric Plant (15) 532 Misc. Nuclear Plant (16) Total Maintenance (17) 556 System Nuclear Control and Load Dispatching (Based on ratio of total capacity to nuclear - '-
capaci ty)
(18) Total Operation and Maintenance
. (Line 10 + Line 16 + Line 17)
(19) Old Dominion Allocation of System Nuclear Expenses (B)
(20) Old Dominion Prorata Share
- (Line 18 X Line 19) $
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- - .. . . - . . . _ . . . _ . _,,, ____.,__.._-....m_. .y. _ . _ . ,,,..,,m, ,.,_..__.__,_,m.,____m.m., _
Appendix L Page 6 of 11 ADJUSTMENT VIRGINIA ELECTRIC AND POWER COMPANY A&G.EXCENSES APPLICABLE TO NORTH ANNA h0 NTH OF , 19 FERC Account Total Operati on (1) 920 A&G Salaries $
(2) 921 Office Supplies & Expenses (3) 922 Administrative Exp. Trans. - Credit 923 Outside Services 925 Injuries and Damages 928 Regulatory Commission Exp.
(7) 929 Duplicate Chg. - Credit (8) 930 Misc. - General Expenses
! ( 9) 931 Rents (10) Total Operation $
Mai ntenance (11) 932 Maintenance of General Plant $
(12) Total Maintenance (13) Total Operation and Maintenance (14) Insurance Premiums (15) Old Dominion A&G Factor (C)
(16) Old Dominion Prorata Share (Line 15 X Lines 13 + 14) S
, Appendix L Page 7 of 11 ADJUSTMENT VIRGINIA ELECTRIC AND POWER COMPANY NORTH ANNA NUCLEAR STATION NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES MONTH OF , 19_ !
North Anna Spare FERC Units 1 & 2 and Support Parts Total Account Connon Facilities Facili ties O&M (1+2+3)
Operation (A) (1) (2) (3) (4)
(1) 517 Supervision and Engineering $ $ $ $
(2) 519 Coolants and Water (3) 520 Steam Expenses (4) 521 Steam From Other Sources (5) 522 Steam Transferred-Credit 2
(6) 523 Electric Expenses (7) 524 Miscellaneous Nuclear Power Expenses (8) 525 Rents (9) Total Operation S $ $ $
Maintenance (A)
(10) 528 Supervision and Engineering (11) 529 Structures (12) 530 Reactor Plant Equipment (13) 531 Electric Plant (14) 532 Miscellaneous Nuclear Plant (15) Total Maintenance $ $ $ $
(16) Total Operation & Maintenance $ $ $ $
(17) Old Dominion Percentage Ownership Interest (18) Old Dominion Prorata Share $ $ $ $
(19) Interest (20) Total (Line 18 + Line 19) $ $ $ $
AppGndix L Page 8 of 11, ADJUSTMENT VIRGINIA ELECTRIC AND POWER COMPANY OTHER NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES MONTH OF , 19_
North Anna FERC Units 1 & 2 and Accounts (excludes Nuclear Fuel Exp.) Common Facilities Operation (A)
(1) 51 7 Supervision and Engineering $
- 2) 51 9 Coolants and Water
- 3) 520 Steam Expenses
- 4) 521 Steam from Other Sources (5) 522 Steam Transferred - Credit (6) 523 Electric Expenses (7) 524 Misc. Nuclear Power Expense (8) 525 Rents (9) 557 Other Expenses - Nuclear (10) Total Operation Maintenance (A)
(11) 528 Supervision and Engineering (12) 529 Structures (13) 530 Reactor Plant Equipment (14) 531 Electric Plant (15) 532 Misc. Nuclear Plant (16) Total Maintenance (17) 556 System Nuclear Control and Load Dispatching (Based,on ratio of total capacity to nuclear capaci ty)
(18) Total Operation and Maintenance (Line 10 + Line 16 + Line 17)
(19) Old Dominion Allocation of System Nuclear Expenses (B)
(20) Old Dominion Prorata Share (Line 18 X Line 19) $
(21) Interest (22) Total I (Line 20 + Line 21) $
t
Appendix L Page 9 of 11 ADJUSTMENT VIRGINIA ELECTRIC AND POWER COMPANY A&G EXPENSES APPLICABLE TO NORTH ANNA MONTH OF , 19 I
FERC Account Total Operation
- 1) 920 A&G Salaries $
- 2) 921 Office Supplies & Expenses
- 3) 922 Administrative Exp. Trans. - Credit
- 4) 923 Outside Services
- 5) 925 Injuries and Damages
- 6) 928 Regulatory Comission Exp.
- 7) 929 Duplicate Chg. - Credit
((8) 930 Misc. - General Expenses
( 9) 931 Rents (10) Total Operation $
Mai ntenance (11) 932 Maintenance of General Plant $
(12) Total Maintenance (13) Total Operation and Maintenance (14) Insurance Premiums (15) Old Dominion A&G Factor (C)
(16) Old Dominion Prorata Share (Line 15 X Lines 13 + 14) ,
(17) Interest (18) Total $
(Line 16 + Line 17)
Appendix L Page 10 of 11 VIRGINIA ELECTRIC AND POWER COMPANY APPENDIX L l
Notes:
(A) Old Dominion will pay its pro rata share of employee pensions and benefits which are charged to A&G expenses, based on the ratio of pension and benefit cost to total payroll. The aforementioned ratio will be applied to salaries and wages included in the various 0&M expense accounts.
Also, Old Dominion will pay its pro rata share of payroll taxes based on the ratio of payroll taxes to total payroll.
(B) Allocated based on the ratio of Old Dominion's entitlement to nuclear capacity,to total nuclear capacity in comercial operation .
(C) Old Dominion will pay its pro rata share of A&G expenses through an allocation of such A&G expenses as follows:
(1) A&G expenses applicable to production will be determined using
, the fannula:
Production Salaries and Wages in I
Electric 0&M Expenses , Producti on l Total Salaries and Wages in Electric Allocation Factor O&M Expenses excluding A&G Q
i Appendix L Page 11 of 11 I
i Notes (cont'd.)
(2) The production allocation factor will be multiplied by the ratio of Old Dominion's entitlement to capacity in Commercial Operation to total Vepco and Old Dominion capacity in Connercial Operation to get the Old Dominion A&G allocation factor.
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APPENDIX M LIST OF SUPERCEDED CONTRACTS BETWEEN VEPCO AND OLD DOMINION MEMBERS (CONTRACT FOR THE PURCHASE CF ELECTRICITY FOR RESALE BY RURAL ELECTRIC COOPERATIVE)
Cooperative Effective Date Contract No.
BARC Electric Cooperative April 1, 1967 5801 Central Virginia Electric Cooperative
- October 10, 1967 5819 Community Electric Cooperative April 1, 1967 5802 Craig-Botetcurt Electric Cooperative April 1, 1967 5803 Mecklenburg Electric Cooperative April 1, 1967 5804 Northern Neck Electric Cooperative April 1, 1967 5805 Prince George Electric Cooperative April 1, 1967 5807 l
Prince William Electric Cooperative ** April 1, 1967 5808 i
Rappahannock Electric Cooperative January 2, 1980 8935 Shenandoah Electric Cooperative April 1, 1967 5809 Southside Electric Cooperative April 1, 1967 5810 Tri-County Electric Cooperative ** April 1, 1967 5811
- Central Virginia Electric Cooperative purchases electricity from Vepco but has not executed a contract. That arrangement, however, will be superseded on the effective date of the Interconnection and Operating Agreement.
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ATTACINENT 7 NUCLEAR FUEL AGREEMENT l
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I A
c - . -- - . - - - , - - - . . , . -. , . . , , . , , - . . ,.- - , . - - , , . . - , . . _ _ , . _ , , , . , . ,
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NUCLEAR FUEL AGREEMENT Between VIRGINIA ELECTRIC AND POWER COMPANY and i
OLD DOMINION ELECTRIC COOPERATIVE l
d DATED: As of December 28, 1982 I
THIS NUCLEAR FUEL AGREEMENT, dated as of December 28, 1982, between VIRGINIA ELECTRIC AND POWER COMPANY ("Vepco"), a Virginia public service corporation with its principal office at One James River Plaza, Richmond, Virginia 23261, and OLD DOMINION ELECTRIC COOPERATIVE ("Old Dominion"), a Virginia generation and transmission cooperative with its principal office at 5601 Chamberlayne Road, Richmond, Virginia 23227, provides as follows:
WHEREAS, Vepco is a public service corporation engaged in furnishing electric utility service in portions of Virginia, North Carolina and West Virginia, and as such owns and operates facilities for the generation, transmission and distribution of electricity within those states; WHEREAS, Old Dominion is a generation and transmission cooperative representing, among others, Old Dominion Members and is charged with the responsibility, through generation, transmission or other n:eans, of providing electricity for Old Dominion Members; WHEREAS, Old Dominion desires to participate with Vepco in the ownership of certain generating facilities and to that end has entered into a Purchase, Construction and Ownership Agreement (the " Purchase Agreement") of even date herewith which provides for the purchase on the closing Date of certain undivided interests in portions of the North Anna Nuclear Power Station; and WHEREAS, Old Dominion wishes to purchase, and Vepco is ,
willing to sell, certain undivided interests in the Nuclear Fuel for the North Anna Nuclear Power Station;
NOW, THEREFORE, in consideration of the premises and the mutual obligations hereinafter stated, the Parties hereto agree as follows:
ARTICLE I Definitions The words and terms used herein shall have the following meanings and the provisions of Article I of the Purchase Agreement are incorporated by reference herein and shall apply as if set forth herein in full, except that (i) the definition of Old Dominion's Percentage Ownership Interest in Section 1.28 as it applies to Nuclear Fuel shall include the Old Dominion Nuclear Fuel, (ii) the definition of Facilities in Section 1.10 shall include Nuclear Fuel and (iii) the definition of Agreement shall mean the Nuclear Fuel Agreement.
1.01 Desionated Nuclear Fuel. The individual fresh and irradiated nuclear fuel assemblies and associated Non Fuel Incore Devices for North Anna Units 1 and 2, whether in storage or in use in any such Unit, and any Nuclear Fuel in process, any of which is designated by Vepco on its books of account in accordance with Prudent Utility Practice for use in any of North
(
l Anna Units 1 and 2 including, but not limited to, uranium in inventory being converted or enriched and being fabricated or shipped, together with all replacements thereof and additions thereto. Designated Nuclear Fuel shall also include any Nuclear Fuel designated for any of North Anna Units 1 or 2 and owned by the United States Government.
l 1.02 Non Fuel Incore Devices. Equipment such as control rod assemblies, primary and secondary neutron sources, burnable poison rod assemblies and plugging devices that do not contain nuclear fuel but are ordered with and/or loaded into and operated with Nuclear Fuel in the reactor core.
1.03 Nuclear Fuel. The Designated Nuclear Fuel and Undesignated Nuclear Fuel (including Spent Nuclear Fuel) described in Exhibit A hereto.
1.04 Nuclear Fuel Contracts. Those contracts for Nuclear Fuel described in Exhibit B hereto.
1.05 Old Dominion Nuclear Fuel. Old Dominion Nuclear Fuel shall be the Old Dominion Percentage Ownership Interest in Nuclear Fuel and be calculated as follows: (i) for Designated Nuclear Fuel, a percentage equal to the Old Dominion Percentage t
ownership Interest in each respective Unit for which the Designated Nuclear Fuel is designated, as that percentage is modified from time to time in accordance with Sections 15.03, 16.01 and 16.02 hereof and (ii) for Undesignated Nuclear Fuel, j the percentage calculated in accordance with the provisions of i
Section 7.02 hereof, as that percentage is modified in accordance with Sections 15.03, 16.01 and 16.02 hereof, from time to time.
1.06 Spent Nuclear Fuel. Nuclear Fuel from North Anna Units 1 and 2 which Vepco determines has completed its useful life and which will be stored, transported and reprocessed or temporarily
- or permanently disposed.
1.07 Spent Nuclear Fuel Disposal Costs. Any cost or credit associated with the storing, transporting and reprocessing or
l temporary or permanent disposal of Spent Nuclear Fuel and associated Non Fuel Incore Devices.
1.08 Undesignated Nuclear Fuel. All of Vepco's uranium inventory and any Non Fuel Incore Devices not yet designated by Vepco on its books of account in accordance with Prudent Utility I
Practice for use in any particular nuclear unit, whether acquired for North Anna Units 1 or 2 or any other Vepco nuclear generating unit.
1.09 Westinghouise Uranium Settlement. That settlement, dated June 22, 1979, in the case styled In re Westinghouse Electric Corporation Uranium Contracts Litigation contained in docket MDL DOC. No. 235.
ARTICLE II Purchase of Old Dominion's Percentage ownership Interest 2.01 Purchase of Old Dominion Nuclear Fuel at the Closing.
Subject to the terms and conditions herein set forth, at the i Closing, Vepco agrees to sell and convey and Old Dominion agrees to purchase and pay for the Old Dominion Nuclear Fuel. Prior to or at the Closing, Vepco will secure a release of the Old l Dominion Nuclear Fuel from the lien of the Indenture of Mortgage.
l Vepco shall convey title to the Old Dominion Nuclear Fuel by the delivery of a Bill of Sale, substantially in the form of Exhibit C hereto, conveying such undivided ownership interest in all property listed thereon and an Assignment Agreement, substantially in the form of Exhibit D hereto, assigning such l
undivided ownership interest in Vepco's rights, duties and
obligations under the Nuclear Fuel Contracts. The Parties agree ;
(i) that any assignments of contracts with the Department of ,
Energy are subject to the approval of the Department of Energy and (ii) that all assignments under this Section are subject to the provisions of Section 8.02 hereof.
ARTICLE III Payments for Old Dominion's Percentage Ownership Interest The provisions of Sections 3.03 through 3.07 of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth in full.
3.01 Payment for Old Dominion Nuclear Fuel at the Closing.
At the Closing, Old Dominion shall pay to Vepco for the Old Dominion Nuclear Fuel being purchased at the closing the amount resulting from the application of the calculations (including a reduction, net of federal and state income taxes, if any, resulting from the Westinghouse Uranium Settlement), and subject to the adjustment, both as prescribed in Exhibit E hereto.
3.02 Additional Payments After Closing for the Old Dominion Nuclear Fuel. Old Dominion shall be required to make Additional Payments After Closing for the Old Dominion Nuclear Fuel (as if Nuclear Fuel were included in the definition of Facilities) pursuant to the form of Estimated Expenditures Invoice that is attached hereto as Exhibit F in the same manner, and at the same times, as Old Dominion is required to make Additional Payments After Closing with respect to New Investment pursuant to Section 3.02 of the Purchase Agreement. The Parties agree (i) that the
accounting for such Additional Payments After Closing for Nuclear Fuel will be consistent with the inventory accounting utilized by Vepco (based upon booked expenditures) and (ii) that there will be appropriate title and investment adjustments, pursuant to Section 7.05 hereof, each time that a batch of Nuclear Fuel is l
designated for a particular unit.
ARTICLE IV Representations and Warranties The provisions of Article IV of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE V The Closing and Closing Date The provisions of Article V of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE VI Conditions to Closing The provisions of Article VI of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
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f ARTICLE VII Nuclear Fuel 7.01 Financing of Nuclear Fuel. 'The Parties agree that either Party may elect to lease or own its respective ownership interest in Nuclear Fuel. Any such decision to lease or own nuclear fuel may be made independently with the result that one Party may own its percentage interest in Nuclear Fuel while the other Party leases its ownership interest in Nuclear Fuel.
Accordingly, the Parties retain the right to enter into transactions (whether by lease, heat supply contract or otherwise) for the financing of Nuclear Fuel. The cost of any additional instrumentation required in connection with the financing of Nuclear Fuel shall be the sole responsibility of the Party entering into such transaction. Upon the agreement of Old Dominion, Vepco may sell and ccnvey the Old Dominion Nuclear Fuel for such purposes, either independently or in conjunction with Vepco's interest in Nuclear Fuel. In that event, Vepco shall cause the purchaser of any such Nuclear Fuel to reimburse Old Dominion for the Old Dominion Nuclear Fuel, exclusive of AFUDC 1
- and any taxes paid by Old Dominion and included in the price paid i by Old Dominion at the Closing for the Old Dominion Nuclear Fuel as provided in Section 3.01 hereof. In such case, the Parties agree to execute and deliver further documents of title conveying, free and clear of all liens and encumbrances, the interest in the Nuclear Fuel required by this Section. For any Nuclear Fuel under lease or heat supply contracts as of the Closing Date, Old Dominion shall participate as if a party to
such arrangement and pay its share of rental or heat supply payments in the proportion to its ownership interest in the Nuclear Fuel. In addition, Old Dominion shall pay to Vepco a fee (based upon the monthly balance of the principal amount outstanding), equal to its pro-rata share of'the fee paid by Vepco to support the credit of the owner of the Nuclear Fuel.
Such fee shall be due to Vepco from Old Dominion at the same time as Vepco's fee is due. In future negotiations by Vepco for the financing of Nuclear Fuel, Vepco agrees to use its best efforts to have Old Dominion included as a party with several and not joint liability, in which event such fee to Vepco shall not apply. But if Vepco is not successful in securing such terms, Old Dominion shall continue to pay such a fee to Vepco.
7.02 Undesignated Nuclear Fuel. The Old Dominion Percentage Ownership Interest in the Undesignated Nuclear Fuel shall be computed in accordance with the following formula:
OI = PNA1 x 0.125 + P NA2 x 0.125 S1 + Pg2 # P NA1 + PNA2 where P = thermal power level in Megawatts, S = Surry (appropriate unit) , NA = North Anna (appropriate unit) and OI = Old Dominion Percentage Ownership Interest When any nuclear unit stated in the above formula is permanently removed from service, if Vepco or Old Dominion obtains any interest in an additional nuclear unit or if the unit's power level is derated or uprated, the formula, as well as the adjustments required by Section 7.05 hereof, will be appropriately adjusted.
7.03 Spent Nuclear Fuel.
(a) Subject to the provisions of this Section, Old Dominion will take title to and assume full financial responsibility for its Old Dominion Nuclear Fuel interest in Spent Nuclear Fuel Disposal Costs for all Spent Nuclear Fuel.
(b) No reduction in the Old Dominion Nuclear Fuel interest pursuant to Sections 15.03, 16.01 or 16.02 hereof shall reduce the Old Dominion Nuclear Fuel interest in Nuclear Fuel that is Spent Nuclear Fuel at the time of the adjustment.
I (c) For the Old Dominion Nuclear Fuel that is Spent Nuclear Fuel as of the Closing Date, the Parties agree that Old Dominion will only be responsible for Spent Nuclear Fuel Disposal Costs in a percentage equal to Old Dominion's load ratio share (energy) of North Anna Unit 1 and North Anna Unit 2 for periods prior to the Closing Date. For Spent Nuclear Fuel Disposal Costs after the closing Date, the Parties will be responsible for a percentage equal to their respective ownership interests in the appropriate Unit. Old Dominion shall receive as a credit against such amounts all Spent Nuclear Fuel Disposal Costs that they had paid to Vepco in rates prior to the closing Date.
(d) Notwithstanding any other provision of the Basic Agreements, Spent Nuclear Fuel from the Surry Nuclear Power Station may be stored at the North Anna Nuclear Power Station.
No portion of any costs incurred in connection with such storage shall be paid by Old Dominion, except to the extent that Old Dominion benefits from the activities that produced such costs.
l i
7.04 Normal Adjustments for Nuclear Fuel Quantities and Quality. Old Dominion recognizes that contract provisions for
the acquisition, conversion, enrichment, fabrication and other phases of the nuclear fuel cycle may provide for deliveries and payments based upon estimated quantities and quality. Old Dominion agrees that it will be bound by the adjustments properly made by Vepco on its books of account with respect to such estimates.
7.05 Title and Investment Adjustments Whenever Undesignated Nuclear Fuel is Designated.
(a) Any time a batch of Undesignated Nuclear Fuel is designated for a Surry Unit, Vepco shall pay Old Dominion an amount so that the Old Dominion investment (including all cost components comprising New Investment, undepreciated) in that batch is 50. Old Dominion agrees to execute such title and release documents as are required by Section 16.04 hereof.
(b) Any time a batch of Undesignated Nuclear Fuel is i
designated for a North Anna Unit, Old Dominion shall pay Vepco an amount so that the percentage of the total investment (including all cost components comprising New Investment, undepreciated) of each Party in the batch being designated is equal to the respective Party's current ownership interest in the Unit for which it is designated. Any such payment shall reflect a reduction, net of applicable federal and state income taxes, if any, resulting from the Westinghouse Uranium Settlement as credited after the Closing Date. Vepco agrees to execute such l title and release documents as are required by Section 16.04 hereof.
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ARTICLE VIII Management of the Facilities; Liability and Allocation of Risk; and Contracts for the Facilities The provisions of Article VIII of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE IX General Covenants The provisions of Article IX of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE X Waiver of Partition The provisions of Article X of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XI 1
Assignment The provisions of Article XI of the Purchase Agreement are l incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XII Insurance
'The provisions of Article XII of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XIII Destruction; Condemnation The provisions of Article XIII of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XIV Force Maieure The provisions of Article XIV of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth hersin in full.
ARTICLE XV Default The provisions of Article XV of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
For purposes of incorporation by reference herein of Section 15.03 of the Purchase Agreement, North Anna Unit 1 and North Anna Unit 2 shall include that portion of the Designated Nuclear Fuel used or to be used by that Unit. The Old Dominion Percentage Ownership Interest in the Undesignated Nuclear Fuel shall be
adjusted by replacing the .125 in.the formula in Section 7.02 hereof with the adjusted Old Dominion Percentage Ownership Interest in each Unit.
ARTICLE XVI .
Special Remedies The provisions of Article XVI of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
For purposes of incorporation by reference herein of Article XVI of the Purchase Agreement, North Anna Unit 1 and North Anna Unit 2 shall include that portion of the Designated Nuclear Fuel used or to be used by that Unit. The Old Dominion Percentage ownership Interest in the Undesignated Nuclear Fuel shall be adjusted by replacing the .125 in the formula in Section 7.02 hereof with the adjusted Old Dominion Percentage Ownership Interest in each Unit.
ARTICLE XVII Term of Agreement The provisions of Article XVII of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XVIII Accounting Matters The provisions of Article XVIII of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
. = _
ARTICLE XIX )
Consultations and Mutual Cooperation; Authorized Representatives The provisions of Article XIX of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
ARTICLE XX Miscellaneous The provisions of Article XX of the Purchase Agreement are incorporated herein by reference and shall apply as if set forth herein in full.
All understandings and agreements, written or oral, among the Parties prior to March 4, 1983, with respect to the matters herein contained, including the Principles for Agreement, dated October 20, 1981, and the Nuclear Fuel Agreement, between Vepco and Old Dominion, executed on December 28, 1982 (the " Original Nuclear Fuel Agreement"), have been superseded in all respects by this Nuclear Fuel Agreement dated as of December 28, 1982, but executed on March 4, 1983, and all such understandings and agreements prior to March 4, 1983, including the Principles for p Agreement and the Original Nuclear Fuel Agreement, are null and void and of no effect whatsoever.
1
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be signed and sealed as of March 4, 1983, by their duly authorized representatives.
VIRGINIA ELECTRIC AND POWER COMPANY
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By William W. Berry
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G Linwood R. Robertson Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE
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STATE OF VIRGINIA:
to-wit:
CITY OF RICHMOND The foregoing instrument was acknowledged before me this 4th day of March, 1983 by William W. Berry and Linwood R.
Robertson, President and Corporate Secretary, respectively, of Virginia Electric and Power Company, a Virginia corporation, on behalf of the corporation.
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STATE OF VIRGINIA: I to-wit:
CITY OF RICHMOND:
The foregoing instrument was acknowledged before me this 4th day of March, 1983 by Harry K. Bowman and James M. Reynolds, President and Secretary, respectively, of Old Dominion Electric Cooperative, a Virginia cooperative, on behalf of the cooperative.
My commission expires: // !
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Page 1 of 1 EXHIBIT A The Nuclear Fuel All property of Vepco appearing in the following accounts of vepco's books of account that is within the definition of the Nuclear Fuel as well as the Construction Work in Progress and the Completed Construction Not Classified, if any, related thereto:
FERC Account Description 120.1 Nuclear Fuel in Process of Refinement, Conversion, Enrichment and Fabrication 120.2 Nuclear Fuel Material Stock Account 120.3 & 120.4 Nuclear Fuel Assemblies in Reactor, Spent Nuclear Fuel l
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- Herein defined as Undesignated Nuclear Fuel
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Page 1 of 2 EXHIBIT B Nuclear Fuel Contracts i 1
- 1. Uranerzbergbau - GmbH mit Sitz in Bentheim; Agreement for Sale and Purchase of Uranium Concentrates; Vepco Contract Number 9389 dated August 25, 1981 (purchase of natural uranium as U0 38 f r delivery in 1982 and 1983).
- 2. Exxon Nuclear Company, Inc.; Agreement for Sale of Uranium Concentrates; Vepco Contract Number 9388 dated September 9, 1981 (purchase of natural uranium as U 0 #
delivery in 1982 and 1983). 38
- 3. Conoco, Incorporated; Agreement for Sale of Uranium Concentrates; Vepco Contract Number 9387 dated August 31, 1981 (purchase of natural uranium as U 0 f r delivery in 1982).
38
- 4. Westinghouse Electric Corporation; Agreement for Uranium Supply; Vepco Contract Number 8696.4 dated June 22, 1979, as amended by Amendment Number 1 dated August 29, 1980 (purchase of natural uranium as U 0 f r delivery in 1980 through 1994).
38
- 5. Allied Chemical Corporation; UF g Conversion Agreement; Vepco Contract Number 8487 dated May 24, I978, as amended December 5, 1980 (furnishing of uranium conversion services from 1978 through 1987).
- 6. Kerr-McGee Nuclear Corporation; Uranium Conversion Agreement; Vepco Contract Number 8343 dated October 21, 1977 (furnishing of uranium conversion services from 1977 through 1985).
i 7. Department of Energy; Agreement for Furnishing Uranium Enrichment Services (Requirements); Vepco Contract Number 6770; DOE Contract Number DE-SC05-72UE04426; dated December 11, 1972 (furnishing of uranium enriching services through 2003).
- 8. GPU C SWU's; Vepco C$ervice Corporation; ntract Number Agreement 9596 dated for the April 29, 1982Sale(supplyof of 24,539 separative work units of enrichment service).
- 9. SWUCO Inventory Storage Corporation; Agreement for the Sale of SWU; Vepco Contract Number 9595 dated April 29, 1982 (supply of 17,131 separative works units of enrichment service).
- 10. Westinghouse Electric Corporation; Fuel Fabrication Contract for North Anna Unit Number 1 and Unit Number 2 Power Station; Vepco Contract Number 6005 dated January 31, 1974, a.
amended by Amendment No. 1, dated July 21, 1975, Amendment No. 2, dated December 31, 1977 and Amendment No. 3, dated June 22, 1979 (supply of nuclear fuel and associated services).
Exhibit B Page 2 of 2
- 11. Westinghouse Electric Corporation; Burnable Poison Rod Assembly Supply Contract for North Anna Unit No. 1 and Unit No.
2; Vepco Contract Number 8696.5, dated June 22, 1979 (supply of burnable poison rod assemblies from 1979 through 1995).
- 12. Transnuclear, Inc.; Contract for Spent Fuel Transportation Services and Equipment; Vepco Contract Number 9645 dated June 1, 1982 (supply of services and equipment for spent fuel transportation through 1991).
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Page 1 of 3 EXHIBIT C Form of Bill of Sale THIS BILL OF SALE, dated as of the day of ,
1983, between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation ("Vepco") , and OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission cooperative
("Old Dominion"), recites and provides as follows:
RECITALS:
- 1. By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"), between Vepco and Old Dominion, Vepco agreed to sell certain real and personal property to Old Dominion.
- 2. Pursuant to the Purchase Agreement and simultaneously with the delivery of this agreement, Vepco has conveyed to Old Dominion by a deed dated , 1983 (the " Deed"), a 12 1/2 percent undivided interest in a tract or parcel of land located in the Counties of Louisa, Orange and Spotsylvania, Virginia, known as the North Anna Nuclear Power Station (the
" Property").
- 3. By a Nuclear Fuel Agreement dated as of December 28, 1982 (the " Fuel Agreement"), between Vepco and Old Dominion, Vepco agreed to sell certain nuclear fuel for the North Anna Nuclear Power Station to Old Dominion.
- 4. The Purchase Agreement and the Fuel Agreement together with an Interconnection and Operating Agreement dated as of December )
28, 1982, between Vepco and Old Dominion are attached to the Deed I
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Exhibit C Page 2 of 3 and recorded therewith in the Clerk's Office of the Circuit Court of the Counties of Louisa, Orange and Spotsylvania, Virginia.
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- 5. Pursuant to the Fuel Agreement, Vepco now desires to sell, convey and transfer to Old Dominion the Old Dominion Nuclear Fuel (as that term is defined in the Fuel Agreement) .
AGREEMENT:
NOW, THEREFORE, in consideration of the sum of Ten Dollars
($10), the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vepco, subject to the matters hereinafter set forth, hereby sells, transfers, grants, sets over, conveys and assigns to Old Dominion the Old Dominion Nuclear Fuel.
The sale and transfer of the Old Dominion Nuclear Fuel to Old Dominion is expressly subject to the provisions for Waiver of Partition set forth in Article X of the Fuel Agreement and all exceptions, reservations, easements, waivers, conditions, licenses, restrictions, encumbrances, covenants, agreements, limitations and waivers that may apply to the Old Dominion Nuclear Fuel or any portion or part thereof, including but not limited to, the provisions of the Basic Agreements.
Old Dominion has joined in the execution hereof to evidence that it hereby (i) assumes all the duties and obligations arising from or in any way related to the ownership of the Old Dominion Nuclear Fuel and (ii) agrees to perform all such duties and obligations.
Terms defined in the Purchase Agreement and not otherwise defined herein are used as defined therein.
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I Exhibit C Page 3 of 3 The provisions of this Bill of Sale shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, Vepco and Old Dominion have caused this Bill of Sale to be executed in their names by their duly authorized corporate officers.
VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation By:
President (SEAL) -
Attest:
Corporate Secretary OLD DOMINION COOPERATIVE, a Virginia generation and transmission cocperative By:
President (SEAL]
Attest:
Secretary
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Page 1 of 4 EXHIBIT D Form of Assignment Agreement THIS ASSIGNMENT AGREEMENT, dated as of the day of
, 1983, between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation ("Vepco"), and OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission cooperative ("Old Dominion"), recites and provides as follows:
RECITALS:
- 1. By a Purchase, Construction and Ownership Agreement dated as of December 28, 1982 (the " Purchase Agreement"), between Vepco and Old Dominion, Vepco agreed to sell certain real and personal property to Old Dominion.
- 2. Pursuant to the Purchase Agreement and simultaneously with the delivery of this agreement, Vepco has conveyed to Old Dominion by a deed dated , 1983 (the " Deed"), a
. 12 1/2 percent undivided interest in a tract or parcel of land .
located in the Counties of Louisa, Orange and Spotsylvania, Virginia, known as the North Anna Nuclear Power Station (the
" Property").
- 3. By a Nuclear Fuel Agreement dated as of December 28, 1982 (the " Fuel Agreement") between Vepco and Old Dominion, Vepco agreed to assign to Old Dominion a percent share of the rights, duties and obligations under the Nuclear Fuel Contracts (as that term is defined in the Fuel Agreement) .
- 4. The Purchase Agreement and the Fuel Agreement together with an Interconnection and Operating Agreement dated as of December
Exhibit D Page 2 of 4 28, 1982, between Vepco and Old Dominion are attached to the Deed and recorded therewith in the Clerk's Office of the Circuit Court of the Counties of Louisa, Orange and Spotsylvania, Virginia.
- 5. Pursuant to the Fuel Agreement, Vepco now desires to sell and assign to Old Dominion a percent undivided interest in the hereinafter described intangible personal property.
ASSIGNMENT AGREEMENT:
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10), the premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vepco, subject to the matters hereinafter set forth, hereby sells, transfers, grants, sets over, conveys and assigns to Old Dominion a percent undivided interest in and to all right, title, interest, estate and benefit of Vepco in, to and under the Nuclear Fuel Contracts set forth on Exhibit B that is equal to Old Dominion's Percentage Ownership Interest (aggregated, if necessary) in the component of the Nuclear Fuel affected by such Nuclear Fuel Contract (s).
The Nuclear Fuel Contracts are expressly subject to the provisions for Waiver of Partition set forth in Article X of the Fuel Agreement and all exceptions, reservations, easements, waivers, conditicas, licenses, restrictions, encumbrances, covenants, agreements, limitations and waivers that may apply to ,
l the Nuclear Fuel Contracts or any portion or part thereof, including but not limited to, the provisions of the Basic Agreements.
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i Exhibit D Page 3 of 4 Old Dominion has joined in the execution hereof to evidence that it hereby (i) accepts this assignment, (ii) assumes a percent share of all the duties and obligations under the Nuclear Fuel Contract (s) that is equal to Old Dominion's Percentage ownership Interest (aggregated, if necessary) in the component of the Nuclear Fuel affected by such Nuclear Fuel Contract (s) and (iii) agrees to perform its proportionate share of all such duties and obligations.
Terms defined in the Purchase Agreement and not otherwise defined herein are used as defined therein.
The provisions of this Assignment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, Vepco and Old Dominion have caused this Assignment Agreement.to be executed in their respective corporate names by their duly authorized corporate officers.
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Exhibit D Page 4 of 4 VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service corporation By:
President (SEAL] ,
Attest:
Corporate Secretary OLD DOMINION ELECTRIC COOPERATIVE, a Virginia generation and transmission cooperative By:
President (SEAL]
Attest:
4 Secretary l
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EXHIBIT E Total Payment At Closing Nuclear Fuel ,
Old Dominion ;
Ownership Interest Old Dominion Portion of Nuclear Fuel (Schedule 1)
Gross Up of Tax Consequences (Schedule 2)
(1) TOTAL DUE AT CLOSING $
(2) TOTAL PAYMENT DUE UNDER SECTION 3.01 $
(3) DIFFERENCE DUE (2-1) $
The Parties agree that the Total Payment Due at Closing will be an estimate calculated as of the closing Date. When actual amounts are available, the Total Payment Due Under Section 3.01 shall be calculated as of the Closing Date for record purposes. Any difference will be paid to Vepco by Old Dominion within 30 days of written notice of the Difference Due.
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MONTHLY BUDGETED / ACTUAL NEW INVESTHENT MONTu or ADJUSTMENT (1) (2) (3) (4) (5)
Gross Book Westinghouse Book Old Dominion Old Dominion 1 Unit Value Settlement Burn Value Percentage Portion 120.1 Nuclear Fuel in Process of Refine-ment, Conversion, Enrichment and Fabrication 120.2 Nuclear Fuel Material Stock Account (Undesig-nated Nuclear 4
Fuel) 120.3 & 120.4 Nuclear Fuel
- Assemblies in Reactor, Spent Nuclear Fuel TOTAL J
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l Exhibit E Page 3 of 3 Schedule 2 Total Payment Due at Closing Nuclear Fuel Gross Book Value (Nuclear Fuel) $
Less: Allowance For Funds Used During Construction $
Westinghouse Credit $
Insurance on Transportation $
Property Taxes Capitalized S TOTAL $
Tax Depreciable Additions $
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Less: Tax Depreciation S Tax Basis $
I. Gross Up of Tax Consequences i A. Tax Consequences
- Federal Ordinary Tax $
- N. C. State Income Tax S i
i B. Gross Up for Additional Tax S II. Proof of Additive Factor A. Purchase Price Before Additive Factor for Tax $
B. Additive Factor from I-B S C. Total Purchase Price $
D. Less: Depreciated Tax Basis S E. Total Gain on Sale S F. N. C. State Income Tax S G. Federal Ordinary Tax S H. Total Taxes S
MONTHLY BUDGETED / ACTUAL NEW INVESTMENT MONTH OF ADJUSTMENT I
(1) (2) (3) (4) (5)
.i Actual Estimated Expenditures Expenditures
- Current Month Month of Month of Difference Total Nuclear Fuel Budget (2 - 3) (1 + 4)
Undesignated Fuel Raw Materials $ $ $ $ $
M Total Undesignated Fuel $ $ $ $ $ $
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Old Dominion Purchase Ratio $,
2 cM Old Dominion Share of OU
$$sh Undesignated Fuel $ $ $ $ $ "$N mnH ENN
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MONTHLY BUDGETED / ACTUAL NEW INVESTHENT MONDI OF ADJUSTMENT (1) (2) (3) (4) (5)
Actual Estignated Expenditures Expenditures Current Month Month of Month of Difference Total Huclear Fuel Budget (2 - 3) (1 + 4)
Designated Fuel Fuel in Fabrication $ $ $ $ $
Westinghouse credit es N
Total Designated Fuel $ $ $ $ $
fa 12.5t(a) $ p.
Old Dominion Purchase Ratio 12.5t(a)
=a Old Dominion Share of "%
Designated Fuel $ $ $ $
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(a) Unless otherwise snodified pursuant to this Agreement.
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