ML20078F893
| ML20078F893 | |
| Person / Time | |
|---|---|
| Site: | Vogtle  |
| Issue date: | 01/06/1995 |
| From: | GEORGIA POWER CO., SOUTHERN NUCLEAR OPERATING CO. |
| To: | |
| References | |
| OLA-3-A-021, OLA-3-A-21, NUDOCS 9502020314 | |
| Download: ML20078F893 (43) | |
Text
_
GFC EXHIBIT 2I HAIRSTON L 00CKETED UStiRC
% Jtd 30 P2 :28 Offlft g m RETARY 00CKElihG E 3.ERVlCE BHANCb NUCLEAR SERVICES AGREEMENT BETWEEN BOUTHERN NUCLEAR OPERATING COMPANY, INC.
AND GEORGIA POWER COMPANY DATED AS OF OCTOBER 31, 1991 e
i i
NUCLEAR REGULATORY COMMISSION l
Sh 'y y ~ ci-A - 3 p('
Docket N0E0 'V4'-"4-20!ficg M th i
In the rn33r0! CC#y
_f.31E f__
fILf,.jl
<~ /
r--
inwou___
Cor';ami kms (v. kwq e _kn tts C%er s
w ac c. A', o e r i
l 9502020314 95030s PDR ADOCK 05000424 G
i I
NUCLEAR SERVICES AGREEMENT TABLE OF CONTENTS RECITALS 1
1.
Definitions 2
i 1.1
" Dalton" 2
1.2 "Each Plant" 2
l 1.3
" Governmental Authority" 2
1.4 "GPC" 2
l 1.5
" Legal Requirements" 3
1.6 "MEAG"
'3 1.7 "NRC" 3
1.8
" Nuclear Managing Board," " Managing Board," or " Board" 3
1.9
" Nuclear Managing Board Agreement" 3
1.10 " Nuclear Operations" 4
1.11 " Owner" 4
1.12 "Oglethorpe" 4
1.13 " Participant" or " Participants".
4 1.14 " Participation Agreements" 4
i 1.15 " Plant Hatch" 5
1.16 " Plant Vogtle" 6
.1.17 " Prudent Utility Practice" 6
1.18 " Undivided Ownership Interest" 6
2.
Description of Services 7
2.A. General Executive and Advisory Services.
7 2.B.
General Operations Management and Technical Services 7
2.C.
Administrative Services 8
(1)
Procurement Services 8
(ii)
Accounting and Statistical Services 8
1 1
(iii) Employee Relation Services 9
(iv)
Systems and Procedures 9
2.D.
Strategic Plans and Budgets 9
2.D.1 Strategic Plans 9
2.D.1.1 Five-Year Ope' rating and Planned Outage Schedule 10 2.D.1.2 Availability and Performance Goals 10 2.D.1.3 Planned Mandatory Projects 10 2.D.1.4 Planned Improvement Projects 11 2.D.1.5 Authorized Level of Staffing 11 2.D 1.6 Low-Level Radioactive Waste Disposal 12 2.D.2 Fuel Plan 12 2.D.3 Operation and Maintenance Budget 13 2.D.4 New Investment Budget 13 2.D.5 Fuel Budget 14 2.E.
Information and Access 14 2.E.1 Information to be Provided to the Participants 14 2.E.1.1 Formal Routine Information 15
- 1) Energy Estimate 15
- 2) Plant Performance Data 15
- 3) Plant Budget Reports 16
- 4) Plant Specific Strategic Plan Reports 16
- 5) Audit Reports 16
- 6) Meetings with the Participants 17
- 7) Responses to Participant Inquiries 17 2.E.1.2 Formal Non-routine Information 19 2.E.1.3 Informal Information 19
i 2.E.2 Management Audits 20 t
L 2.E.3 Cost Audits 20 2.E.4 Meetings With SONOPCO Board 21 2.F. Other Services 21 3.
Performance of cervitas 21 4..
Compensation.
24 4.A Direct Charges 24 i
4.B Allocated Charges 25 4.C Participant Charges 26 i
4.D Revision 27 5.
Advancement of Funds 27 f
6.
Services to be Provided by Client Company 28 Limitation of Liability and Indemnification 28 j
8.
Insurance 32 i
9.
Notice 33 l
10.
Term of This Agreement 35 j
11.
Miscellaneous 35 11.A Assignment 35 11.B Modifications.
36 l
11.C. Governing Law 36 11.D Counterparts 36 11.E Waivers 36 11.F Sale or Disposal of Property 36 11.G No Adverse Distinction 37 11.H Confidentiality.
37
.ECUTION 38 iii
i l
NUCLEAR SERVICES AGREEMENT I
THIS AGREEMENT, made and entered into as of d
<^- 3 1
- 1991, between SOUTHERN NUCLEAR OPERATING COMPANY, INC., a corporation organized under the laws of the State of Delaware (hereinafter sometimes referred to as "SONOPCO") and GEORGIA POWER COMPANY, a P
corporation organized under the laws of the State of Georgia (hereinafter sometimes referred to as " Client Company") acting for itself as a Participant and as agent for all other Participants; WHEREAS, SONOPCO represents that it is organized, staffed, equipped, qualified and capable of rendering to Client Company services as herein provided; and I
WHEREAS, SONOPCO is willing to render such services at cost,
{
determined in accordance with applicable rules and regulations of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 (the "Act"); and WHEREAS, Client Company desires to retain SONOPCO to provide such services to it from. time to time and has been authorized by the Participants pursuant to the Nuclear Managing Board Agreement to enter into this Agreement; 1
i NOW, THEREFORE, in consideration of the premises and the mutual l
agreements herein contained, the parties hereto hereby agree as follows:
1.
pefinitions.
As used herein, the following terms and phrases shall have, respectively, the following meanings:
1.1
" Dalton" shall mean the City of Dalton, Georgia, acting by and through its Board of Water, Light and Sinking Fund Commissioners, and their respective successors and assignees.
1.2 "Each Plant" shall mean and refers to, respectively, Plant Hatch and Plant Vogtle individually; provided, that should activities concerning Plant Hatch or Plant Vogtle be undertaken with respect to r
one unit of such plant individually, the phrase Each Plant means and i
refers to that unit and related common facilities.
1.3
" Governmental Authority" shall mean any local, state, regional or federal legislative, regulatory, administrative, legal, judicial, or executive agency, commission, department or other entity j
and any person acting on behalf of any such entity.
1.4 "GPC" shall mean Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia and its successors and assigns.
2
1.5
" Legal Requirements" shall mean all laws, codes, ordinances, orders, judgments, decrees, injunctions, licenses, rules, permits, approvals, written agreements, regulations and requirements of or issued by every Governmental Authority having jurisdiction over the matter in question, whether federal, regional, state or local, which may be applicable to client Company or any of the Participants, or to Plant Hatch or to Plant Vogtle or any of the real or personal property comprising Plant Hatch or Plant Vogtle, or to services to be provided by SONOPCO hereunder, or the use, occupancy, possession, operation, maintenance, construction, decommissioning, acquisition, installation, alteration, replacement, reconstruction or disposal of Each Plant or any part thereof.
1.6 "MEAG" shall mean the Municipal Electric Authority of Georgia, a public corporation and an instrumentality of the State of Georgia, and its successors and assigns.
1.7 "NRC" shall mean the United States Nuclear Regulatory commission or any successor agency authorized to regulate and license utilization facilities pursuant to the Atomic Energy Act of 1954 as amended.
i i
l 1.8 " Nuclear Managing Board," " Managing Board," or " Board" shall 1
mean the board established pursuant to the Managing Board Agreement, the members of which are representatives of the Participants.
1.9
" Nuclear Managing Board Agreement" shall mean the Nuclear
)
Managing Board Agreement among GPC, Oglethorpe, MEAG and Dalton dated November 12, 1990.
3
1.10
" Nuclear Operations" shall mean all of those activities for i
which GPC is responsible under the Participation Agreements and the Managing Board Agreement, to the extent of GPC's scope of authority as established therein.
1.11
" Owner" shall mean, individually, GPC, Oglethorpe, MEAG, and Dalton and any successor or assign of any of them; and " Owners" l
shall mean all of them.
I 1.12 "Oglethorpe" shall mean Oglethorpe Power Corporation (An I
Electric Membership Generation & Transmission Corporation), an electric membership corporation organized and existing under Title 46 of the Official Code of Georgia Annotated, and its successors or
- assigns, t
1.13
" Participant" or " Participants" shall mean any, some or all of owners, each of which, as of the effective date of this Agreement, owns an Undivided ownership Interest in Plant Hatch and Plant Vogtle in the following proportions:
i Particinant Plant Hatch Plant Vootle GPC 50.1%
45.7%
Oglethorpe 30.0%
30.0%
MEAG 17.7%
22.7%
Dalton 2.2%
1.6%
l 1.14
" Participation Agreements" shall mean the following construction, purchase and ownership, and operating contracts concerning Plant Hatch and Plant Vogtle:
4
The Edwin I.
Hatch Nuclear Plant Purchase and Ownership Participation Agreement between GPC and OEMC, dated as of January 6, 1975, as heretofore or hereafter amended.
The Edwin I.
Hatch Nuclear Plant Agreement of Construction between GPC and MEAG, dated as of August 27, 1976, as heretofore or hereafter amended; The Edwin I.
Hatch Nuclear Plant Purchase and Ownership Participation Agreement, dated as of August 17, 1976, between GPC and Dalton, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Agreement of Construction, dated as of August 27, 1976, between GPC and Dalton, as heretofore or hereafter amended; The Alvin W.
Vogtle Nuclear Units Numbers One and Two Purchase and ownership Participation Agreement among GPC, OEMC, MEAG and Dalton, dated as of August 27, 1976, as heretofore or hereafter amended; The Alvin W. Vogtle Nuclear Units Numbers one and Two Purchase, Amendment, Assignment and Assumption Agreement between GPC and MEAG, dated as of November 16, 1983, as amended by Amendment Number One thereto dated as of April 9, 1985, as heretofore or hereafter amended; The Edwin I.
Hatch Nuclear Plant Operating Agreement between GPC and OEMC, dated as of January 6, 1975, as heretofore and hereafter amended; The Edwin I.
Hatch Nuclear Plant Operating Agreement between GPC and Dalton, dated as of August 27, 1976, as heretofore or hereafter amended; The Edwin I. Hatch Nuclear Plant Operating Agreement between GPC and MEAG, dated as of August 27, 1976, as heretofore or hereafter amended; The Edwin I.
Hatch Nuclear Plant Purchase and Ownership Agreement between GPC and MEAG, dated as~of August 27, 1976, as heretofore or hereafter amended; and The Alvin W.
Vogtle Nuclear Units Numbers One and Two Operating Agreement, dated as of August 27, 1976, among GPC, OEMC, MEAG and Dalton as heretofore or hereafter amended.
1.15
" Plant Hatch" shall mean the Edwin I. Hatch Nuclear Plant, i
Units 1 and 2, as described more fully in paragraph one and Exhibits l
l B1 and B2 of that certain Edwin I. Hatch Nuclear Plant Purchase and 5
Ownership Participation Agreement between Oglethorpe and GPC dated as of January 6,
1975.
1.16 " Plant Vogtle" shall mean the Alvin W.
Vogtle Nuclear Plant, Units 1 and 2, as described more fully in paragraph one and Exhibits Al and A2 of that certain Alvin W. Vogtle Nuclear Units One and Two Purchase and Ownership Agreement, dated as of August 27, 1976, as amended, including any descriptions forwarded to the Owners pursuant to Section 4(g) of that agreement.
1.17
" Prudent Utility Practice" shall mean at a particular time any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry prior to such i
time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. " Prudent Utility Practice" is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties and the requirements of governmental agencies of competent jurisdiction.
i 1.18
" Undivided Ownership Interest" shall mean the interest each Participant owns as a tenant in common with the other Participants in Each Plant.
6
1 c
2.
Description of Services.
Client Company shall document in writing the scope of services it requests SONOPCO to perform pursuant to this Agreement.
Such services shall not include any activity which is required by the NRC operating licenses to be performed directly by the licensee.
SONOPCO shall provide the following described services as, when and to the extent requested by Client Company:
2.A.
General Executive and Advisory Services.
Advice and i
assistance to the officers and employees of Client l
Company in connection with any or all phases of its Nuclear Operations.
2.B.
General Operations Manacement and Technical Services.
Technical and general management services in support of Client Company's Nuclear Operations, including (i) work relating to the licensing, operation, surveillance, testing, maintenance, quality assurance, outage planning, health physics, plant production, security, i
retirement, decommissioning, training, emergency planning and responses, waste management, engineering studies, nuclear fuel supply studies, and core design engineering; (ii) performance or procurement of engineering and design work associated with Client Company's Nuclear Operations; and (iii) making available to Client Company the services of qualified 7
technicians or specialists, inspectors and supervisory personnel for any phases of Nuclear Operations.
2.C.
Administrative Services.
(i)
Procurement Services.
Procurement services in support of Client Company's Nuclear Operations, including preparation and issuance of requests for proposals (RFP's), including technical specifications, for equipment, materials, supplies and services useful in Client Company's Nuclear Operations, review and evaluation of bids received in response to any RFP, quality assurance, expediting, delivery, receipt, inspection, warehousing, equipment qualification and testing, review and processing of invoices and administration of contracts.
(ii) Accountina and Statistical Services.
Accounting and statistical services in connection with the Client Company's Nuclear Operations, including preparation and analysis of statistical matters relating to Client Company's Nuclear Operations, preparation of reports to the Participants and the members of the Nuclear Managing Board, Governmental Authorities, regulatory commissions, insurance companies and others, and other accounting and statistical matters.
i 8
. ~..
(iii) Emplovee Relation Services.
Advisory services in connection with nuclear employee relations matters, including recruitment, employee placement, training, t
compensation, safety, labor relations and health, productivity, welfare and employee benefits.
t-I (iv) Systems and Procedures.
Advice and assistance in the formation of information management and administrative systems and administrative, operating and emergency procedures needed or useful to support i
Nuclear Operations.
2.D. Strateoic Plans'and Budoets.
SONOPCO shall provide assistance and support to Client Company in the preparation of strategic plans.and budgets.
Strategic Plans, Fuel Plans, Operation and Maintenance Budgets, New Investment Budgets, and Fuel Budgets are subject to review, approval, revision and approval or disapproval as provided in the Managing Board Agreement.
i 2.D.1 Strategic Plans.
A Strategic Plan for Each j
Plant will be submitted t the Nuclear' Managing Board by May 15 of each year.
The Nuclear Managing Board may separately approve or disapprove individual projects which are classified as improvement projects pursuant to Paragraph D.l.4 below, but shall otherwise 9
1 l
approve or disapprove each Strategic Plan in its entirety. Each Strategic Plan shall include the information set forth below in Sections D.l.1 through D.1.6.
2.D.1.1 Five-Year ODeratina and Planned Outace l
Schedule.
This schedule shall identify the I
scheduled operating cycles and planned outages for refueling, maintenance and/or other work during the succeeding five years.
1 The schedule shall describe in reasonable j
detail the time and duration of each planned outage and the maintenance and other work planned to be performed during such outage.
2.D.1.2 Availability and Performance Goals.
This section shall contain overall performance goals which have been established for.the plant, including equivalent availability factor goals.
2.D.1.3 Planned Mandatory Proiects.
A mandatory project is any project with a total estimated cost in excess of one million dollars or such other amount as the Board may establish, including any modification, addition or program, which is needed in order to support 10
norms) Operations in accordance with Prudent Util,i.ty Practice-and in order to comply with regulatory or safety requirements. The 3
L associated schedule and estimated annual
,).
funding requirements shall be included.
2.D.1.4 Planned Innrovement Proiects.
An improvement project is any project with a total estimated cost in excess of one million dollars or such other amount as may be established by the Board, including any modification, addition, or program, which is not mandatory and is an effort to improve plant performance or condition (e.g. improved plant capacity or efficiency, enhanced working conditions, or appearance). The associated schedule and estimated annual funding requirements shall be included.
2.D.1.5 huthorized Level of Staffina.
This section shall provide the current authorized number of permanent staff in the organizations of the Client Company and of SONOPCO which are assigned to Each Plant.
Such number of positions shall be broken down by functional areas (e.a., operations, maintenance, administrative, technical, corporate 11 l-
1 1-support), which are located either on-site or P
t off-site, and shall include all positions i
l regardless of actual employer.
This sectica shall also show any planned changes in such authorized number of positions over the next five years.
i i
2.D.1.6 Low-Level Radioactive Waste DisDosal. This section shall provide information respecting plans for disposa~ and/or reduction of low level radioactive wastes generated at Each Plant including any plans for onsite disposal.
2.D.2.
Fuel Plan.
A ten year Fuel Plan for Plant j
Hatch and Plant Vogtle will be submitted to i
the Nuclear Managing Board, by September 15, of each year. Each Fuel Plan shall describe in reasonable detail each action or i
contemplated action and payment and the dates i
thereof, core usage and design burnup, i
estimated fueling dates and the energy j
l expected to be generated by each unit for i
each fuel period of the Fuel Plan, a cash flow analysis of forecasted expenditures and credits for each Owner for each major component of the fuel cycle by years, and 12 i
i i
cash flow by months for the first five years.
i Each Fuel Plan will also provide the following information with respect to the spent fuel at Each Plant: the existing spent fuel storage capacity; the current spent fuel inventory; the projected date when the spent fuel storage capacity will be fully utilized; the projected dates when shipments of spent fuel for disposal wJll commence; and the i
i projected date when additional spent fuel storage capacity may have to be provided.
2.D.3 Operation and Maintenance Budcat.
A written i
operation and Maintenance Budget will be i
submitted to the Nuclear Managing Board by August 15 of each year, for the next calendar year with a forecast of budget requirements for the succeeding four calendar years.
Each budget shall be supported by detail
^
reasonably adequate for the purpose of review by the Board.
2.D.4 New Investment Budcet.
A written New Investment Budget for Each Plant will be submitted to the Nuclear Managing Board by August 15 of each year for the next calendar j
year, with a forecast of budget requirements 13
P
(
for the succeeding four calendar years.
Each budget shall be supported by detail reasonably adequate for the purpose of review by the Board.
2.D.S Fuel Budcet.
A written Fuel Budget for Each Plant will be submitted to the Nuclear Managing Board by August 15 of each year, for the next calendar year with a forecast of budget requirements for the succeeding four calendar years.
Each budget shall be supported by detail reasonably adequate for the purpose of review by the Board.
2.E.
Information and Access.
SONOPCO shall furnish information, access to information and to the offices of SONOPCO and shall assist and support Client Company in complying with the following information requirements:
2.E.1 Information to be Provided to the Participants. Three categories of information, i.e.,
Formal Routine, Formal Non-Routine, and Informal, shall be provided l
to each Participant or the members of the
)
Nuclear Managing Board as provided in the 14
Managing Board Agreement, in the manner j
indicated below:
i 2.E.1.1 Formal Rotttine Information.
In addition to i
the Strategic Plan and budget information provided routinely pursuant to Section 2.D j
hereof, information in this category includes:
1)
Enerav Estimate - By August 15 of each year, a written energy estimate will be provided for Each Plant projecting the estimated generation for each unit during the succeeding five calendar years, using the best available data at the time.
2)
Plant Performance Data - At the' time of submittal of each Strategic Plan, a comparison will be provided of the performance of Each Plant relative to j
other plants using performance indicators, including, without limitation, the unit cost of generation, in common use in the nuclear industry or as may be specified by Client Company.
15
I
}
3)
Plant Budoet Reports -
Monthly data l
i showing actual costs for Operation and I
Maintenance Services, New Investment Services, and Fuel Services with I
comparisons to the respective budgets for such services will be provided.
j l
This report will normally be provided by 1
the end of the succeeding month.
l i
4)
Plant Specific Strateoic Plan Reports -
At least bimonthly data will be provided showing actual performance for each unit at Each Plant compared to goals contained in the Strategic Plan for Each Plant.
i 5)
Audit Reports - Copies of audit reports l
containing the results of audits by or for GPC, Southern Company Services, l
Inc., or any affiliate of the Southern Company, for any Participant or its affiliates, or any regulatory agency of-accounting and financial matters specifically relating to the Each Plant will be made available for review by Participants.
16
6)
Meetinas with the Participants - In order to assure that the Participants are informed as to the status of operations at Each Plant, representatives of SONOPCO shall attend periodic meetings with the Nuclear Managing Board as requested by Client Company and shall assist and support Client Company with presenting information concerning plant performance, the status and condition of Each Plant, including review of the problems status reports, and new capital projects, to convey an overview of Each Plant and its operations and to address items on the agenda for the meeting.
SONOPCO will assist Client Company with keeping all Participants informed of events which are affecting or may affect the availability of any unit at Each Plant, and of anticipated changes in SONOPCO's senior management dedicated to Each Plant.
7)
Responses to Participant Inauiries - In addition to the foregoing obligations SONOPCO will respond to reasonable 17
l written requests from any Participant for information not otherwise provided pursuant to this Agreement regarding j
huclear Support Services for Each Plant.
SONOPCO will designate a person.to be responsible for being responsive to inquiries from the Partic'ipants.
i Notwithstanding any other provisions of this Agreement, copies of or access to Safeguards Information, as defined in 10 CFR S 73.2, shall not be provided to any Member of the Board, or to any Participant or its P
employees, agents or contractors unless SONOPCO is reasonably assured that the provision of such copies or access will not violate 10 C.F.R. S 73.21 and the person receiving such copies or access can and will comply with paragraphs (b) through (i) of 10 C.F.R.
S 73.2.
Information supplied or disclosed to any Participant or any of its employees or representatives under this Agreement shall be used and controlled in any manner that (a) would not compromise any part of the safeguards plan for Each Plant and (b) would not be in contravention of applicable governmental regulations.
SONOPCO shall not refuse to furnish any information requested by a Participant on the grounds that a vendor, contractor or consultant claims such information to be proprietary if such Participant i
18 t
agrees to execute an agreement satisfactory to any such vendor, contractor or consultant to protect such information from unwarranted disclosures.
2.E.1.2 Formal Non-routine Information.
Information in its category which is time sensitive and shall be promptly provided to the Participants includes:
information on outages and deratings of any unit, plant trips and power reductions, work disruptions or stoppages, and Notices of an Unusual Event, Alert, Site Area Emergency or General Emergency (as such terms are defined in the Emergency Plan for Each Plant).
Information in this category also includes informal reports concerning events which Client Company believes may result in public interest or may lead to inquiries to Participants by members of the public, and news releases issued by client Company or SONOPCO.
2.E.1.3 Informal Information.
Information in this category includes informal communications between representatives of any Participant and Client Company's employees of a general nature and access to routine reports and records on plant operations and conditions that are normally readily available at Each Plant.
19
2.E.2 M_anacement Audits.
SONOPCO shall cooperate with any Participant in the conduct of management audits and, subject to the applicable regulations of the NRC and the requirements of vendors,'give such Participant's representative reasonable access to all contracts, records, and other l
documents relating to the Plant.
Following any such management audit, SONOPCO shall respond to the findings of such audit if requested to do so by Client Company.
2.E.3 Cost Audits.
In addition to cooperation with management audits pursuant to Section 2.E.2 hereof, SONOPCO shall also cooperate with any Participant in the conduct of audits of the costs of Operation and Maintenance Services, New Investment Services, and Fuel Services payable hereunder.
In order to enable each Participant to conduct such audits, SONOPCO will provide, during normal business hours and subject to conditions consistent with the conduct by SONOPCO of its responsibilities, any Participant, any auditor utilized by such Participant, or any nationally recognized accounting firm retained by such Participant access to books, records, and other i
documents of SONOPCO directly related to its performance hereunder and, upon such Participant's l
20
I reasonable request, copies thereof, which set i
forth (a) costs applicable to Operation and Maintenance Services, New Investment Services, Fuel Services, and other costs for Each Plant to the extent necessary to enable such Participant to verify that the costs have been properly billed to such Participant pursuant to the provisions of
~
s applicable agreements, (b) matters relating to the design, construction and operation and retirement l
of Each Plant in proceedings before any Governmental Authority having jurisdiction.
2.E.4 Meetings With SONOPCO Board.
SONOPCO shall, upon request of Client Company, provide an opportunity for the Participants to meet with the Board of Directors of SONOPCO.
2.F.
Other Services.
Any other services, advice and assistance as Client Company may request and SONOPCO may be able to perform with respect to Client Company's Nuclear Operations.
3.
Performance of Services.
The services described in Section 2 hereof (" Services") shall be performed and conducted by SONOPCO in a manner that satisfies, meets and does not contravene the following requirements, standards and criteria:
21 1
-~
i 3.A The Services shall be performed so as to support the safe operation of Plant Hatch and Plant Vogtle by Client Company.
i l
3.B The Services shall be performed and conducted in a professional manner that complies with, conforms and i
does not contravene (i) the rules and regulations of the NRC and the licenses issued by the NRC in connection with Client Company's Nuclear Opetations, I
(ii) all other Legal Requirements, (iii) applicable industry codes and standards, (iv) Prudent Utility Practice, and (v) the Participation Agreements.
In applying and interpreting the requirements of Prudent I
Utility Practice, SONOPCO shall give due consideration to any applicable obligations of client company or i
SONOPCO under any existing or future contracts, guidance and information issued by the NRC or other l
requi'ements and standards of Governmental Authorities, r
insurance carriers, and guidance from the Institute of-Nuclear Power Operations.
3.C Section 206 of the Energy Reorganization Act of 1974 and NRC regulations set forth in 10 CFR Part 21 are applicable to this Agreement, and under circumstances specified in such Act and regulations SONOPCO and its directors and officers may be required to submit I
reports to the NRC.
l l
l 22
\\
_ ~.
3.D SONOPCO shall establish such quality assurance program f
as may be required by the 5:
regulations set forth in I
Appendix B to 10 CFR Part * +.
Such program shall conform to the applicable aclear quality assurance programs of Client Company.
Such quality assurance program.and its implementation shall be' subject to review and audit by Client Company.
3.E Every employee of SONOPCO shall comply with all programs, regulations and procedures in effect at Each Plant, including without limitation regulations and L
procedures governing security, radiological and industrial safety, fire protection and risk management, at all times that such employee is present at Plant Hatch and Plant Vogtle.
3.F No officer or employee of SONOPCO shall interfere with the operation of Plant Hatch or Plant Vogtle by the licensed operator.
i 3.G SONOPCO shall perform the Services in accordance with
)
its written policies and procedures in effect from time
]
to time, which policies and procedures shall be subject j
to review and comment by Client Company.
SONOPCO shall' periodically provide to Client Company organization 23
a 1
charts and the level of staffing dedicated to performing services with respect to Each Plant.
4.
ComJensation.
Client Company shall pay to SONOPCO the costs of services furnished by SONOPCO.
The costs of such services shall be computed in accordance with applicable rules, regulations and orders of the Securities and Exchange Commission (including Ru'les 90 and 91 under the Act) and shall include both Direct Charges and Allocated Charges, as hereinafter defined.
SONOPCO shall submit to Client Company on or before the last day of each month an invoice or invoices for Each Plant for the costs of such services furnished to support such plant incurred during the preceding month in the format and detail specified from time to time by Client Company.
4.A Direct Charces.
To the extent that the costs incurred by SONOPCO in connection with services rendered by it to Client Company can be identified and related to a j
particular transaction, direct charges will be made by SONOPCO against Client Company.
Direct Charges shall include, without limitation, (1) all payroll costs of SONOPCO employees dedicated full-time to provide services solely for Client Company's Nuclear Operations at Each Plant (ii) all payroll costs of other SONOPCO i
employees whose entire payroll costs are not treated as Allocated Charges ("other non-allocated employees") for hours or portions thereof spent in performing services solely for Client Company's Nuclear Operations at Each 24
Plant, (iii) costs incurred by SONOPCO pursuant to I
Client Company's contracts that are administered by SONOPCO for Each Plant, (iv) costs incurred by SONOPCO pursuant to contracts entered by SONOPCO for equipment, materials, supplies, or services for Each Plant as authorized pursuant to this Agreement er as otherwise approved by Client Company, (v) liabilities and costs of SONOPCO arising in connection with Each Plant that are indemnified pursuant to Section 7 hereof, and (vi) premiums paid for insurance which SONOPCO is obligated to maintain pursuant to Section 8 hereof solely in connection with Each Plant.
Without limitation payroll costs shall include wages and salaries, overtime and premium payments, payroll taxes, retirement, insurance and other benefits and contributions paid by SONOPCO in accordance with its established personnel policies in
+
effect from time to time.
4.B dijpcated Charaes.
Allocated Charges are all of those costs of Services incurred by SONOPCO that (i) are not included in the Direct Charges for Each Plant and (ii) equitably should be shared between Plant Hatch and Plant Vogtle or between Client Company and any other company or companies for which SONOPCO provides services.
Allocated Charges shall not include any costs of organizing SONOPCO or of terminating or shutting down SONOPCO in the event that Client Company 25
A t
i i
should terminate all requests for service or terminate this Agreement.
Allocated Charges shall be allocated j
and charged to Each Plant in accordance'with the SONOPCO Cost Allocation Manual that has been approved l
by Client Company, and any revisions made thereto from time to time with the approval of client Company and subject to required approvals, if anf, by any Governmental Authority.
The Plant basis of allocation, as described in the SONOPCO Cost Allocation Manual, will be used except as otherwise required by the Act or approved by the Board.
SONOPCO shall give timely notice to each Participant of the initiation of any proceeding to which it is a party before any Governmental Authority in which the method of allocating Allocated Charges is an issue and shall not
.f contest the standing of any Participant to challenge the use of any proposed allocation methods.
I 4.C Participant Charcos.
SONOPCO shall list separately on I
its invoice to Client Company the cost of special services provided to any Participant, including Client company, upon its written request, e.a.,
preparation or review of testimony, exhibits or analyses for any rate case or other regulatory proceeding.
The costs of any such special services shall be the sum of the special direct charges and special prorated charges which shall i
1 26
]
w
l l
I be determined in the same manner as provided in Sections 4.A and 4.B hereof.
4.D Revision.
Should SONOPCO undertake to perform services for any other affiliated company, the responsibility for the cost of such services shall be determined in the same manner as provided in this Section 4.
Should SONOPCO desire to undertake to perform services for any non-affiliated company where the responsibility for the cost of such services is determined in a manner different than provided in this Section 4, SONOPCO shall, prior to its undertaking to do so, discuss the matter and reach an agreement with Client Company, subject to approval by the Nuclear Managing Board, respecting the need for or the terms of any amendment of this Section 4 as may be appropriate to assure the continued fairness of the determination of the responsibility for costs payable to SONOPCO hereunder.
5.
Advancement of Funds.
SONOPCO shall prepare forecasts, in such frequency, form and detail as Client Company shall direct, of the funds required to pay SONOPCO's anticipated costs of the services to be provided to Client Company and the dates on which payment of such anticipated costs shall become due.
Client Company shall advance funds to SONOPCO in such amounts and at such times, determined on the basis of such forecasts, to enable SONOPCO to pay its costs of services on or before payment of such costs shall be due.
Such 27
- ~.
f advances shall be made by deposits or bank transfers to accounts of SONOPCO with such financial institutions as SONOPCO shall designate.
Any excess funds in such accounts shall be invested by SONOPCO in accordance with prudent cash management practices and all investment income and appreciation received on such funds shall be credited against the cost of service provided to Client Company.
6.
Services to be Provided by client Company.
Client Company shall use reasonable efforts to provide suitable office space, facilities and secretarial services for SONOPCO personnel permanently or temporarily assigned to Each Plant and such other equipment, services, assistance and information as SONOPCO may reasonably request to ef ficiently perform its obligations under this Agreements.
Client Company will also use reasonable efforts, on the request of SONOPCO, j
to make available, assign or loan personnel to SONOPCO to enable it to i
efficiently perform its obligations under this Agreement.
7.
Limitation of Liability and Indemnification.
l 7.A SONOPCO shall in no event be subject to any claims or liabilities other than to reperform the work at cost such that it fully complies with the request or standard, as the case may be.
SONOPCO makes no other warranty with respect to its performance of services, and Client Company agrees to accept such services without further warranty of any nature.
The Client Company shall and does hereby indemnify and agree to 28
save harmless and defend SONOPCO, to the fullest extent permitted by applicable law, from the payment of any sum or sums of money on account of, or resulting from, actions, claims, suits or proceedings growing out of (i) injuries to or the death of any person, (ii) damage to or loss of assy property and/or (iii) other damages in any way attributable to or arising out of the performance and prosecution of any project or work performed by or on behalf of client Company, whether or not the same results or allegedly results from the claimed er actual negligence or breach of warranty of SONOPCO or of its employees, agents or subcontractors or any combination thereof.
Further, Client Company e
shall and does hereby indemnify and agree 'to save harmless and defend SONOPCO, to the fullest extent permitted by applicable law, (a) from any and all liens, garnishments, attachments, claims, suits, costs, attorneys' fees, cost of investigation and of defense resulting from, incurred in connection with, or relating to any such claims, (b) from the payment of any such sum or sums of money, and-(c) from the payment of any penalties, fines, damages, suits or claims (and any liens or attachments asserted in connection therewith) arising out of (i) any alleged or actual violation of law, court order, or governmental agency rule or regulation committed by or existing with respect to client company or its employees, agents or 29
i subcontractors (except SONOPCO when not performing services hereunder), of (ii) any claims made by or on account of any employee, agent or subcontractor (except SONOPCO when not performing services hereunder or an employee or agent of SONOPCO where such claim does not arise specifically in connection with the pe?formance of services hereunder) of Client Company, or for (iii) services or labor performed, materials, provisions or t
supplies furnished which have been purchased or allegedly contracted for by or on behalf of the Client company, its employees, agents or subcontractors (except SONOPCO when not performing services t
hereunder).
7.B SONOPCO shall within five business days after it receives notice of any claims, action, damages or i
liability against which it will expect to be indemnified pursuant to Section 7.A, notify Client Company of such claims, actions, damages or liabilities.
Thereafter, Client company may at its own expense, upon notice to SONOPCO, defend or participate in the defense of such action of cla'im or any negotiation for settlement of such action or claim, provided that unless Client Company proceeds promptly and in good faith to pay or defend such action or claim, then SONOPCO shall have the right (but not the j
obligation), upon ten days' notice to Client Company, l
30
e i
to pay, settle, compromise or proceed to defend any
- cuch action or claim without further participation by Client company.
Client company shall immediately pay (or reimburse SONOPCO, as the case may be) any payments, settlements, compromises, judgments, costs or expenses made or incurred by SONOPCO in or resulting from the pursuit by SONOPCO of such right.
If any judgment is rendered against SONOPCO in any action 5
defended by Client Company or from which SONOPCO is otherwise entitled to indemnification under Section 7.A, or any lien attaches to the assets of SONOPCO in connection therewith, Client Company immediately upon such entry or attachment shall pay the judgment in full or discharge any such lien unless, at its expense and direction,. appeal shall be taken under the execution of the judgment or satisfaction of the lien is stayed.
If and when a final and unappealable judgment is rendered against SONOPCO in any such action, Client Company shall forthwith pay such judgment or discharge such lien prior to the time that SONOPCO would be legally j
held to do so.
7.C It is also understood and agreed that nothing contained herein shall be construed to release the officers and directors of Client Company from the obligation to perform their respective duties, or to limit the i
31 1
exercise of their powers in accordance with the provisions of law or otherwise.
s.
Insurance.
l t
8.A Client Company shall obtain and maintain in effect during the term of this Agreement the following insurance coverage:
Nuclear liability, nuclear employee liability, nuclear decontamination and property damage insurance, and government indemnification of nuclear liability arising from the operation and maintenance of Each Plant in amounts mutually agreed upon equal to or exceeding any amount or amounts required by law.
8.B SONOPCO shall obtain and maintain in effect during the i
term of this Agreement such insurance as Client company and SONOPCO may agree including, without limitation, l
r employers liability and general liability insurance and officers and directors insurance.
Client Company shall be responsible for and shall reimburse any and all payments of workers compensation benefits for I
services performed hereunder.
s.c waiver of subrogation.
Client company shall require its insurers to waive all right of subrogation against 32
F f
SONOPCO and its subcontractors, regardless of fault, for all claims, including, without limitation, decontamination of, physical damage to or loss or destruction of any property at the location as defined in the decontamination and property damage insurance policy for Each Plant and, if Client Company or any other Participant obtains and maintains insurance for the cost of replacement power, for all costs of replacement power.
9.
Notice.
Any notice, request, consent or other communication permitted or required by this Agreement to be given to the Participants shall be in writing and shall be deemed given when deposited in the United States Mail, first class postage prepaid, and if given to GPC shall be addressed to:
2 Georgia Power Company 333 Piedmont Avenue, N.E.
Atlanta, Georgia 30308 Attention:
President and if given to Oglethorpe shall be addressed to:
Oglethorpe Power Corporation 2100 East Exchange Place P.
O.
Box 1349 Tucker, Georgia 30085-1349 Attention:
President and Chief 1
Executive Officer and if given to MEAG shall be addressed to:
Municipal Electric Authority of Georgia 1470 Riveredge Parkway, N.W.
Atlanta, Georgia 30328 Attention:
President i
and General Manager and if given to Dalton shall be addressed to:
33
)
)
The City of Dalton, Georgia P.
O.
Box 869 Dalton, Georgia 30720 Attention:
- Chairman, Utilities Commission unless a different address shall have been designated by the respective Participant by notice in writing.
i Any notice request, consent or other communication permitted or required by the Agreement to be given to the members of the Nuclear Managing Board shall be in writing and shall be given when deposited in the United States Mail, postage prepaid, and if given to i
the GPC member shall be addressed to:
Georgia Power Company 333 Piedmont Avenue, N. E.
Atlanta, Georgia 30308 Attention:
F.
D.
Williams and if given to the Oglethorpe member shall be addressed to:
Oglethorpe. Power Corporation 2100 East Exchange Place P.
O.
Box 1349 Tucker, Georgia 30085-1349 Attention:
D.
L. Self and if given to the MEAG member shall be addressed to:
Municipal Electric Authority of Georgia 1470 Riveredge Parkway, N.W.
Atlanta, Georgia 30328 Attention:
J.
J.
Schlecht and if given to the Dalton member shall be addressed to:
The City of Dalton, Georgia P.
O.
Box 869 Dalton, Georgia 30720 Attention:
DeForrest Parrott unless a different address shall have been designated by the respective Participant by notice in writing.
34
I 10.
Term of This Agreement.
This Agreement shall become effective on the later of (i) the date of its execution and (ii) the date on which all approvals and authorizations of Government Authorities have been obtained pursuant to Legal Requirements and shall continue in effect until terminated as of a result of any of the following:
l i
10.A The termination of the Participation Agreements f
pursuant to their terms.
10.B One year after written notice of termination is given by Client Company in its sole discretion for any reason with or without cause.
10.C Client Company and SONOPCO shall in the event of any termination of this Agreement cooperate in effecting 1
the transfer of services then being performed by SONOPCO to Client Company or other organization designated by client Compan'y without interfering with the continued safe and reliable operation of Plant Hatch and Plant Vogtle, i
11.
Miscellaneous.
l 11.A Assignment.
This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that SONOPCO shall not be entitled to assign any of its 35
obligations under this Agreement or under any purchase order issued hereunder without the prior written approval of Client Company.
11.B Modifications.
This Agreement may not be modified or amended in any respect except in writing executed by the parties hereto.
11.C Governina Law.
This Agreement shall be construed and enforced under and in accordance with the laws of the state of Georgia.
11.D Counterparts.
This Agreement may be executed in counterparts, each one of which when fully executed shall be deemed to have the same dignity, force and effect as if the original.
i 11.E Waivers.
No provision of this Agreement shall be deemed waived nor breach of this Agreement consented to unless such waiver of consent is set forth in writing and executed by the party hereto making such waiver or consent.
1 11.F Bale or Disposal of Property.
SONOPCO shall not sell, lease, or otherwise dispose of any real or personal l
property owned individually or jointly by any or all of 36
f the owners, unless such sale, lease or other disposal is authorized by the Nuclear Managing Board.
11.G No Adverse Distinction.
(i)
Under the Participation Agreements, Client Company may not make any adverse distinction between Plant Hatch or Plant Vogtle and any other generating unit which it operates.
Client Company may exercise its authority under this Agreement to assure that the performance of services by SONOPCO does not cause Client Company to violate this requirement.
(ii) In the performance of services hereunder SONOPCO shall not make any adverse distinction between i
Client company and any other company or between Each Plant and any other generating facility for which SONOPCO provides services.
11.H; Confidentiality.
Realizing that publication of information furnished hereunder by one party to the other or by either party to the Participants or to 2
members of the Nuclear Managing Board may detrimentally affect the furnishing party, each party pledges to keep confidential all information received from the other party and bearing the legend " Proprietary Information" 37
~
i i
except with the written consent of the furnishing party.
In the furtherance of this understanding, the receiving party shall obtain, and provide to the furnishing party, a written pledge to this effect from its employees, agents and other representatives to whom such data is disclosed, and if any such employee, agent i
or other representative is not a full-time, salaried employee of a party, from the employer of such employee, agent or representative.
Public dissemination of information by the furnishing party before or after it is furnished shall constitute a termination of the confidentiality requirement as to that specific information.
Client Company further pledges to obtain the pledges of the other Participants and the members of the Nuclear Managing Board to keep confidential all information they, respectively, receive from either party and bearing the legend
" Proprietary Information" and to obtain similar pledges of employees of the Participants to whom such Proprietary Information is disclosed.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized officers and their respective seals to be affixed as of the day and year first above written.
t' 38
l SOUTHERN NUCLEAR OPERATING COMPANY, INC.
(-
(
By:
D. s V
1 Its: h ul EMO At t:
\\
A Sect tary GEORGIA POWER COMPANY Its: Vice President Attest:
Onik>l TY). []
- ecretary 39
_ _ _ _ _ _ _ - - _ _ - - _ _ _ _ _ _ _ _ _ - _ _ _ - _ _ _ _ _ _ _ _ _ - _ _ _ - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - _ _ _ _ _ _ _ _ - _ _ -