ML20086D689

Proposed Decommissioning Plan for Fort St Vrain Nuclear Generating Station

ML20086D689
Person / Time
Site:	Fort Saint Vrain
Issue date:	11/15/1991
From:	PUBLIC SERVICE CO. OF COLORADO
To:
Shared Package
ML20086D678	List: ML20086D676 ML20086D689
References
NUDOCS 9111260223
Download: ML20086D689 (99)

Text

,

~

n_i I

11/15/91-PROPOSED DECOMMISSIONING PLAN -

TABLEOFCONTENTS

-PROPOSED DECOMMISSIONING PLAN FOR:

- FORT ST. VRAIN NUCLEAR GENERATING STATION TABLE OF CONTENTS

1.

SUMMARY

OF PLAN 1.1 Description of Decommissioning Plan and Decommissioning Alternative..................

1.1-1 1.2 Major Tasks, Schtdules and Activities.............

1.2-1 1.3 Fixed Price and Availability of Funds.............

1.3 1 1.4-

_ Regulatory Basis for Administration of the

- Decommissioning Plan......................

1.4-1 1.5

- Deco _mmissioning Controls During the Transition Period Prior to Approval of the Proposed Decommissioning' Plan......................

1.5-1

-1.6

. References for Section 1.... '................

1.6-1

2. CHOICE OF DECOMMISSIONING ALTERNATIVE AND DESCRIPTION OF ACTIVITIES:

2.1_-

Decommissioning Alternative....

2.1-1 l

L2.2 '

Facility Description -

- 2.2.1.

General Description...

2.2-1 L

2.2.2 Prestressed Concrete Reactor Vessel (PCRV)and Internal Components...........

2.2-2 2.2.3 - ' Balance of Plant Contaminated Components

-2.2-4 2.2.4 Site Characteristics...................

2.2-8 1

L ll' g

9111260223 911115 l

PDR+ ADOCK 05000267 o

P..

PDR

~.

~

i

.]

L 2

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABLE OF CONTENTS 2.3 Decommissioning Activitics, Planning and luposure Estimates 2.3.1 Introd uction........................

2.3-1 2.3.2 Technical Approach Selection.............

2.3-2 2.3.3 PCRV Dismantlement and Decontamination....

2.3 5 2.3.4 Contaminated Balance of Plant System Dismantlement and Decontamination 2.3-24 2.3.5 Decommissioning Schedule..............

2.3-34 2.3.6 Occupational Exposure Estimate...........

2.3-35 2.4 Decommissioning Organization and Responsibilities 2.4.l' PSC Commitment......,.,...........

2,4-1 2.4.2 PSC Decommissioning Organization and Functions 2.4-1 2.4.3 PSC Corporate Vice-President, Nuclear Operations...................

2.4-2 2.4.4 Project Manager for Decommissioning.......

2.4-2 2.4.5 Project Assurance Manager..............

2.4-2 2.4.6 Facility Support Manager 2.4-3

- 2.4.7 - Operations Manager...................

2.4-4 2.4.8 Engineering Manager (Decommissioning) 2.4-4

[

2.4.9 Decommissioning Safety Review Committee '...........,............

2.4-4 2.5 Contractor Responsibilities 2.5.1 Westinghouse Team Organization and Functions....................

2.5-1 L

2.5.2 Westinghouse Team Scope of Work _.........

2.5-1 2.5.3 Organization of the Westinghouse Team 2.5-1 l

2.5.4 Westinghouse Team Qualifications and Experience......................

2.5-7 L

2.6 Training nonam l

b 2.6.1 General Employee Training..............

2.6-1 2.6.2 Radiation Worker Training 2.6-1 2.6.3 Specific Job Training..................

2.6-2 2.6.4- - Non-Radiation Worker Indoctrination........

2.6-3 ii l

~

n, 11/15/91--

PROPOSED DECOMMISSIONING PLAN TABLE OFCONTENTS 2.6.5 Radiation Protection Staff Training 2.6-3 2.6.6 Training Records 2.6-3 1

1 1

2.7 References for Section 2.....................

2.7-1 l

3. PROTECTION OF OCCUPATIONAL AND PUBLIC HEALTH AND i

SAFETY i

3.1 Facility Radiological Status -

3.1.1 Facility Operating History.......

3.1-1 3.1.2 Radiation Sources....................

3.1-2 3.1.3 Current Environmental Radiological Status 3.1-4 3.1.4 ' Radionuclide Inventory.................

3.1-7 3.1.5 - Initial Site Characterization Plans 3.1-16 3.2 Radiation Protection Program

)

3.2.1 Introduction........................

3.2-1 3.2.2 Management Policy..................

3.2-1 3'2.3 Radiation' Protection Organization k

and Functions 3.2-4 l

3.2.4 Radiation Protection Training and Qualification.......................

3.2-17 3.2.5 Dose Control.......................

3.2-27 3.2.6 Radioactive Materials Control.............

3.2-47 3.2.7 S urveillance........................

3.2-56 3.2.8 Instrumentation 3.2-63 o

l 3.2.9 Review and Audit....................

3.2-67 3.2.10 Radiation Protection Performance

[.

Analysis..........................

3.2-68 3.2.11 Radiation Work Practices 3.2-71 i:

~ 3.3 Radioactive Waste Management l-3.3.1 Spent Fuel Disposal...................

3.3-1 3.3.2 Radioactive Waste Processing.........

3.3-2 L

3.3.3 Radioactive Waste Disposal..

3.3-10 L

3.3.4 Disposal of Non-Radioactive Waste.........

3.3 1 I

t I

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABLE OF CONTENTS 3.4 Accident Analysis 3.4.1

. Introduction and Description of Decommissioning Accidents..............

3.4-1 3.4.2 Assu mptions.......................

3.4-4 3.4.3 Dropping of Contaminated Concrete Rubble Accident.....................

3.4-5 3.4.4 Conversion Construction Accident Near PCRV Dismantlement..............

3.4-7 3.4.5 Heavy Load Drop Accident..............

3.4-8 3.4.6 Fire 3.4-11 3.4.7 Loss of PCRV Shielding Water Accident......

3.4-13 3.4.8 Loss of Power.....................

3.4-15 3.4.9 Natural Disasters 3.4-17 3.4.10 Summary........

3.4-21 3.5 References for Section 3............

3.5-1 4

FINAL RADIATION SURVEY PLAN 4.1 Introd uction.............................

4-1 4.2 Final Release Criteria............

4-1 4.3 Survey Methodology 4-3 4.4 In stru mentation...........................

4-6 4.5 Docu mentation........................

4-7 4.6 Quality Assurance......,,...........

4-8 4.7 Independent Verification 4-8 4.8 References for Section 4..............

4-10 5.

DECOMMISSIONING FIXED PRICE CONTRACT AND FUNDING PLAN 5.1 Inif6dh5ti6n.........................

5-1 5.2 Decominissioning C6d&abtisdlDeiailed C6si' Estimate..

5-2 5.3 Dscommis'sioning Fundingland Funding Guaran.t'ees 5-4 5.4 Dgconimissioning Fusding11nstruments 5-5 5.5

'ipdates to the Decommissioning Funding Plan 5-5 5.6 References for Section 5-7 iv

~ ~ -

11/15/91 PROPOSED DECOMMISSIONING PLAN TABL'd OPCONTENTS

6. DECOMMISSIONING TECHNICAL AND ENVIRONMENTAL SPECIFICATIONS 1

6.1 I n trod uc ti on.............................

6-1

)

6.2 DTS Limits and Controls.....................

6-1 i

7. DECOMMISSIONING QUALITY ASSURANCE PLAN i

7. l_ -

Policy Statement.......

7-1 7.2 Introduction.................

7-1 7.3 Organization 7-2 7.4 Qaality Assurance Plan......................

7-3 7.5 Design Control...........................

7-5 7.6 Procurement Document Control...............,.

7-5 4

7.7-Procedures and Drawings 7-6 7.8 Document Control.........................

7-7

)

7.9-Control of Purchased Material, Equipment and Scivices 7-8 7.l_0- Identification and Control of Matcrials, Parts and Components 7-9 7.11 Control of Special Processes..................

7-9

.7.12 In spection..............................

7-10 7.13 Test Control 7-10 7.14 Control of Measuring and Test Equipment..........

7-11 17.15 Handling, Storage, Shipping................

7-11 7.16 Inspection, Test, and Operati:q Status.............

7-12 7.17 Nonconforming Materials, Parts or Components.......

7-12 7.18 Corrective Action.........................

7-12 7.19 Quality Assurance Records....................

7-13 7.20 Audits -

7-13

^

-8.

DECOMMISSIONING ACCESS CONTROL PLAN 8.1 Basis for Access Control Plan..................

8-1 8.2 Site Access Control. Organization.

8-2 8.3 Access Control Physical Security Measures..........

8-2 8.4 Communications....................

8-3 8.5 Procedures 8-3 y

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABLE OF CONTENTS.

9. DECOMMISSIONING EMERGl!NCY RESPONS11 PLAN -

9.1.. Introduction and Regulatory liasis...............

9-1 9.2 Decommissioning Emergency Response Plan Scope.,

9-1 10.

DECOMMISSIONING FIRE PROTECTION PLAN 10.1 I n trod u ctio n 10-1 APPENDICES 1.

Wi STINGilOUSE TEAM SCOPE OF WORK i

ORT ST. VRAIN ACTIVATION ANALYSIS l'

@BnJQ$REDD"ANDlS'l"AND13Y(TRUST l AGREEM13NTS lv i

l o

Vi i

(

.,,n,.

11/15/91 PROPOSED DECOMMISSIONING PLAN TABLE OFCONTENTS j

LIST OF TABLES 2.2-1 Public Water Supplies Within Thirty Miles of Fort St. Vrain 2.2-2 Hours at Each Wind Speed and Direction 2.2-3 Frequency of Distribution for Each Wind Speed and Direction 2.3-1 Estimated Contact Dese Rates for Grcphite Blocks 2.3-2 Projected Person Rem Exposure for the Fort St.

Vrain 1

Decommissioning Project j

2.5-1 Relevant Westinghouse Team Ex[vience 2.5-2 Facilities Approved for Unrestricted Release 2.5-3 Waste Handling and Packaging Experience i

3.1-1 Radiological Survey Summary 3.1-2 Activation Analysis Results 3.1-3 PCRV Dose Rates in Air at 5 Years After Shutdown 3.1-4 Estimated Plateout Concentration on Major Primary Circuit Components at EOC5 3.1-5 Integrated Plateout in Each Primary Circuit Component at EOC5

)

3.1-6 Estimated Curie Total At Fort St. Vrain 3.2-1 Typical Fort St. Vrain Decommissioning Monitoring Instruments 3.3-1 PCRV Waste Classification and Volume Reduction 3.3-2 Contaminated Balance of Plant Waste Classification and Volume Reduction

'3.3-3 PCRV Waste Volume Estimates 3.34 BOP V iste Volume Estimates 0.3-5

-Waste C9ss and Container Type for PCRV 3.3 Waste Class and Container Type for BOP 3.4-1 Summary of Accident Scenanos 3.4-2 Doses to an Individual Off-site from Postulated Accider.ts

-l 3.4-3 Curie Totals in Activated PCRV Concrete 3A-4 Perceatage Contribution of Activation Products in First-6 Inches of Top Head Concrete 3.4-5 Waste Volume / Activities Estimates for the PCRV i

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABl.E OF CONTENTS LIST OF FIGURES 2.2 1-For St. Vrain Plot Plan 2.2-2 Reactor and Turbine Building - Plan View 2.2-3 Reactor and Turbine Building - Elevation View 2.2-4 Fuel Storage Building 2.2-5 Prestressed Concrete Reactor Vessel (PCRV) 2.2-6 PCRV General Configuration 2.2-7 Core Arrangement - Elevation Section 2.2-8' Thermal Barrier Arrangement 2.2-9 Core Support Arrangement 2.2-10 Fuel Handling Machine 2.2-11 Reactor Isolation Valve 2.2-12 Auxiliary Transfer Cask and Associated Auxiliary Equipment 2.2 Fuel Storage Wells 2.2-14 Reactor Plant Arrangement - Equipment Storage Wells 2.2-15

-Hot Service Facility l

2.2-16 Reactor Plant Arrangement - Refueling Floor Layout 2.2-17

- Helium Circulator Auxiliary Equipment (System 21) 2.2-18 Helium Purification System Auxiliaries-2.2-19 Helium Storage System (System 24) 2.2-20 Reactor Plant Cooling Water System (System 46) 2.2 _ Purification Cooling Water System (System 47) 2.2-22 Decontamination System (System 61) 2.2-23 Radioactive Liquid Waste System (System 62) 2.2-24 Radioactive Gas Waste System (System 63) 2.2-25.

Reactor Building Drain System (System 72) l' l

2.2-26 Reactor Building Ventilation System (System 73) l 2.2-27 Area Within Thirty Miles of Fort St. Vrain i

2.2 Subsurface Geology Surrounding.The Site 2.2-29 Estimated Bedrock Contours 2.2-30 Estimated' Water Table Contours 2.2-31 Major Tributaries and Irrigation Ditches j.

2.3-1_

Hehum Circulator Installation 2.3-2 Steam Generator Module--

2.3-3 PCRV Lower Plenum 2.3-4

-PCRV Water Cleaning / Clarification System 2.3-5 PCRV Water Clarification System 23-6 PCRV Top Head Cutting Arrangement 2.3-7 PCRV Cutting Configuration - Inserting the Diamond Wire l

viii t

11/15/91 PROPOSED DECOMMISSIONING PLAN TABLE OF CONTENTS 2.3-8 PCRV Cutting Configuration - Inclined Core Drilled Holes 2.3-9 PCRV Cutting Configuration - Vertical Sectioning Cuts 2.3-10 Removal of Remaining PCRV Top Head Concrete 2.3-11 Elevation View of PCRV Work Arer 2.3-12 Steam Generator Shipping Container 2.3-13 PCRV Beltline Concrete - Horizontal Cuts 2.3-14 PCRV Beltline Concrete - Vertica Cuts 2.3-15 Schedule of Decommissioning Tasks 2.4-1 PSC Decommissioning Organization 2.53 hye&ghodse~ TesnilR. esp 6nsibilities 2.5-2 Westinghouse Team Organization Chart 3.1-1 Compactor Building Radiation Sun'ey 3.1-2 Radiochemistry Laboratory Radiation Survey 3.1-3 Turbine Building Radiation Survey - Level 5 (Elev. 4791')

3.1-4 Turbine Building Radiation Survey - Level 6 (Elev. 4811')

3.1-5 Turbine Building Radiation Survey - Level 7 (Elev. 4829')

3.1-6 Turbine Building Radiation Survey - Levels 8,10 & 11 (Elev. 4846', 4864', 4884')

3.1-7 Turbine Building Radiation Survey - Level 12 & 13 (Elev, 4904', 4921')

3.1-8 Reactor Building Radiation Survey - Level 1 (Elev. 4740')

3.1-9 P.cactcr Building Radiation Survey - Level 2 (Elev. 4756')

3.1-10 Reactor Building Radiation Survey - Level 3 (Elev. 4771')

3.1-11 Reactor Building Radiation Survey - Level 4 (Elev. 4781')

3.1-12 Reactor Building Radiation Survey - Level 5 (Elev. 4791')

3.1-13 Reactor Building ~ Radiation Survey - Level 6 (Elev. 4816')

3.1-14 Reactor Building Radiation Survey - Level 7 (Elev. 4S29')

3.1-15 Reactor Bui' ding Radiation Survey - Level 8 (Elev. 4859')

3.1-16 Reactor Building Radiation Survey - Level 9 (Elev. 4859')

3.1-17 Reactor Building Radiation Survey - Level 10 (Elev. 4864')

3.1-18 Reactor Building Radiation Survey - Level 11 (Elev. 4881')

Refueling Floor 3.1-19 Reactor Building Radiation Survey - Levels 10 & 11 (Elev. 4864' & 4881')

3.1-20 Turbine and Reactor Building E!cvations 3.1-21 Location of Site Trailers 3.1-22 PCRV and Internal Components 3.1-23 Core Arrangement ix

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABLE OF CONTENTS 3.1-24.

Class A Irisulation and PCRV Linet 3.1-25 Central Column Metal Clad Reflector 3.1-26.

Side Column Metal Cis.d Reflector 3.1-27 Region Constraint Devices (RCDs) 3.1-28 Lower Orifice Valve Assembly 3.1-29 Core Support Arrangement 3.1-30 Class C Insulation 3.2-1 Westinghouse Team Radiation Protection Organization Chart 3.2-2 Radiation Protection Program Manual Structure 3.3-1 Estimated Tritium Inventory in PCRV Water System

_3.4_-3 Large Scale Regionalization for Tornado Risk Analysis X

11/15/91 PROPOSED DECOMMISSIONING PLAN TABLEOFCONTENTS COMMONLY USED ACRONYMS AEC Atomic Energy Commission ALARA As Low As Reasonably Achievable ANSI American National Standards Institute AOO Anticipated Operational Occurrences ASTM American Society of Testing and Materials ATC Auxiliary Trr.nsfer Cask BNL Battelle Northwest Laboratories l

BOC Beginning of (fuel) Cycle B3P Balance of Plant COOH Colorado Department of Health

l CMAF.

Continuous Electron Beam Accelerator Facility CFR Code of Federal Regulatioas Ci Curie pfl1]

QoliisiiihgPHQliidesf6r all Urba(Cdnsumersj CPM Counts per minute CPUC.

Colorado Public Utilities Commission CRD Control Rod Drive CRDOA Control Rod Drive and OJfice Assembly CSF Core Support Floor D/D Decontamination and Dismantlement DAC Derived Air Concentration DAD Digital Alarming Dosimeter DAW Dry Active Waste DBE

-Design Basis Earthquake DECON Immediate Decontamination / Dismantlement Decommissioning Option DOE _

Department of Energy DOT Department of Transportation DPM Disintegrations per minute DTS Decommissioning Technical Specifications EAB Exclusion Area Boundary EAL Emergency Action Level

.ECP Jixecutive Commaad Post EFPD Effc:tive Ful! Power Days EOC -

End of (fuel) Cycle EOF Emergency Operations Facility EPA Environmental Protection Agency EPRI Electric Power Research Institute EPZ Emergency Planning Zone xi

.. ~_

~

PROPOSED DECOMMISSIONING PLAN 11/15/91 TABLE OF CONTENTS

- ERF Emergency Response Facility j

' ESW Equipment Storage Wells FCP Forward Command Post (EOF)

FHM Fuel Handling Machine q

FI1AL -

' Fermi National Atomic 12boratory i

FSV Fort St. Vrain 1

FSW Fuel Storage Wells GA General Atomics GET'

. General Employee Training GM Geiger-Mueller GTCC Greater Thau Class 'C' (Radioactive) Waste HEPA_

High Efficiency Particulate Air (Filter)

HLRW High Level Radioactive Waste HLWR High Level Waste Repository HPGe Hyper-Pure Germanium HSF Hot Service Facility 1

HTGR High Temperature Gas-Cooled Reactor HVAC Heating, Ventilation and Air Conditioning

- IDO Idaho Operatians Office INEL Idaho National Engineering Laboratories j

INPO-Institute of Nuclear Power Operations 1

IPEEE Individual Plant Examination of External Events IPP

_ Independent Power Producer ISFSI Independent Spent Fuel Storage Installation KI Potassium Iodide (tablets)

LANL Los Alamos National Laboratory LLD Lower Limit of Detection LLRW Low-Level Radioactive Waste LSA Low Specific Activity -

MCRB Metal Clad (Reflector) Block'

- MDA Minimum Detectable Activity MicroR 1E(-6) Rem Modular V. ult Dry Storage (System)

MVDS -

NAVLAP Natior.al Voluntary Laboratory Accreditation Program NDS Nondestructive Examination NFS Nuclear Fuel Services

- NFSC -

Nuc! car Facility Safety Committee NIOSH National Institute of Occupational Safety and Health NIST National Institute of Standards and Technology NRC Nuclear Regulatory Commission NSSS Nuclear Steam Supply System 1

xii

11/15/91 PROPOSED DECOMMISSIONING PLAN TABLE OFCONTENTS

-OCC Of6ce of Consumer Counsel ORE Occupational Radiation Exposure t

OSHA Occupational Safety and Health Administration PCC Personnel Control Center

- pCi Pico Curie (1 E-12 Curies)

PCP Process Control Program

[

PCRV Prestressed Concrete Reactor Vessel PDP Proposed Decommissioning Plan PORC Plant Operations Review Committee PURPA Public Utility Regulatory Policies Act PSC Public Service Company of Colorado QA Quality Assurance QC Quality Control R/B Release to Birth Rate-RCA Radiologically Controlled Area RCD Region Constraint Device RCRA Resource Conservation and Recovery Act REM Roentgen Equivalent Man (Radiation Measure)

REMP Radiological Environmental Monitoring Pragram RIV Reactor Isolation Valve Rhig

$ @ fM @h@p34pMc @ @y S/G Steam Generator

- S AFSTOR.

Delayed Decontamination / Dismantlement Decommissioning Option SAR

. Safety Analysis Report SEOC State Emergency Operations Center SFSC Spent Fuel Shipping Cask SRD Self Reading Desimeter TEDE-Total Effective Dose Equivalent TLD Thermoluminescent Dosimeter TRU-Transumnic Waste TS Technical Specifications TSCA Toxic Substances Control Act UFSAR Updated FSAR UMTRAP Uranium Mill Tailings Remedial Actions Project WBS -

Work ' Breakdown Structure WITS Waste Inventory Tracking System

.WSEG Westinghouse Scicati6c Ecology Group xiii

PROPOSED DECOhthilSSIONING PLAN 11/15/91 TABLE OF CONTENTS COh1A10NLY REFERENCED ISOTOPES AND ELE 31ENTS Boron B

Calcium Ca-41, Ca-45 i

Carbon C-14 Cesium Os-134, Cs-137 i

Cobalt Co-60 Dysprosium Dy Europium Eu-152, Eu-154 Fluorine F

Germanium Ge Helium He Iodine I-129, 1-131 Iron Fe-55, Fe-59 Krypte n Kr-90

- Lithium Li-6, Li-7 hianganese Mn-54 Nickel Ni-63, Ni-59 Niobium Nb 94 Silver Ag-110m Strontium Sr-90 Tellurium Te-127m Tritium H-3 Xenon Xe-137 XiV

11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 1 1.3 FIXED PRICE AND AVAILABILITY OF FUNDS 1.3.- 1 Decommissioning Cost Through the competitive bid process described in Section 5.2, PSC sel. cted, from among four qualified bidders, a project team of Westinghouse and MK-Ferguson as its decommissioning contractor.

The competitive bid submitted by the Westinghouse team, together with an estimate of PSC decommissioning costs, resulted in an initial decommissioning cost of

$137,129,000 based on future value dollars escalated to the year of expenditure, shd b$seM}@yhyiifi[6[hhhiM[(@6@@is,sijhijgiablifliiss]hjJ@uary{l992. Of this amount, the Westinghouse team's firm fixed price is $100,460,000. PSC's costs, as overall project manager and licensing coordinator, were estimated to be

$36,669,000. Assumptions used as the basis for these costs are identified in Section 5.2.1. The proposed Westinghouse team Scope of Work is provided in Appendix I. - A detailed cost estimate responsive to the requirements of 10 CFR 50.82(b)(4) was prepared to support the costs and was submitted to the NRC on June 6,1991 (Ref.4).

-D_U. si5."_abi_ny_iH.._p_Ed._snb"_ed?_Witi_fitiFasf_ tis. l.i_iif.6f r6_H_TSE._V_rsi_iI7ilis s_ tin'oG. Eyii,.s_al

~

~

ilc6p@niissi6[dpfastiQltlys))s]sei(dslipsdlfr6ihMihbirpl1992yhilguglisd?921 Thi@lfg@d16@gilitiBK:sGhi@Mibiliffyf slidsbl{iiisiesesintClndii$ss!

$6styyligRss61fsdgnJthspiEsdifoiiadjukiiiisins[t630isyDec6mndssibhi@ Cosi Estijhdie.-,?pF_6Videditaiths,?.NRC_UiiijRsfsfehlWFawTh_sWn_isail$t6th1766s.i.U. for 2

~

~-

- ~. -

il26oniinisilbiiiiisiTFsiihiatsd (6 be $157M72}700 in!fdtilrEPAltfe?dollstsfesbalsied jd[sNNkjMhN hhi!MN6f$idhiijfokiiiddfdf0isNstMnd

)@@lEgjasislf6pthyseMilyh6feakeMh@felllssfother la;djiisthien(tofti s DF666fdii_isionirigw'C6st!Es_ii6?.!fs:ddish.iin. sd.~t61be. :#h64Essary,;

-~

1.3.2 DCMIDmitiloning Funding Plan As of @i@bFrgip{, the Fort St. Vrain decommissioning trust fund balance was approximately $2.8giiilIlli6ifl Ms[s7drsW63e'5isinisj]ftihds 16;beM611s2fsd gpKpgEjiiS@i[@dd6@yh{jQhsfl986 SsitisdjehtMgre6mbi}ij Section 5 describet the DE. E. 6_5ih_i.is_ii6hlifm0F6ndi_sfIITlis.TindUrssis6d

_~

~

1.3-1

~

PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 1 kh[h[ENEf5M34}IEfi3f30 Nihil 5IstiOM5(ecute~Ttijsss"d6curiieists ^apeyr6Gidsd Tiii A._p.p_endikill.i.!.

~ "

k i

i 1

4 l

i i

s i

1.3-2

11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 5 SECTION $

DECOMMISSIONING FIXED PRICE CONTRACT AND FUNDING PLAN em

5.1 INTRODUCTION

The Decommissioning Cost Estimate (Reference 1) and this Funding Plan were developed to provide the NRC with assurances that suitable financial guarantees are in place to successfully fund the decommissioning of Fort St. Vrain. Section 5.2 provides a description of the fixed price contract between PSC and the Westinghouse team to,ccomplish the decommissioning activities, reference to the detailed decommissioning cost estimate provided to the NRC in Reference 1, and an update to the decommissioning cost estimate (Section 5,2.3) to account for adjustments that have become necessary due to the delay in defueling the reactor core.

Section 5.3 provides details of the financialinstrumer.ts, agreements and trust funds that will be implemented to support the Fort St. Vrain decommissioning efforts.

Section 5.4 identilles those funding instruments available to PSC that may be used to actually fund the decommissioning efforts, separate from the financial guarantees required by 10 CFR 50.75(e) and NRC Regulatory Guide 1.159, as identified in Section 5.3 of this section. Section 5.5 identifies the criteria that PSC will use as the basis to update the Decommissioning Cost Estimate and Fanding Plan.

5.2 DHCOM MISSION]NGEONTR ACT A ND DETAjlJD_ COST ESTIhl1@

.As noted in --Section 2.1, PSC has selected the DECON option for -early decontamination, dismantlement, and decommissioning of the radioactive portions of the Fort St. Vrain Nuclear Generating Station. In order to accomplish this

~

project,- PSC re! eased a Request for Proposal to several highly qualified companies for the purpose of receiving competitive bids on the project. - Four qualified bids were received and, based on a thorough evaluation for technical and financial acceptability, PSC selected a project team of Westinghouse and MK Ferguson to decommission Fort St. Vrain, with Westinghouse as the lead contractor. PSC and the Westinghouse team have reached agreement on a final contract to perform the j

decommissioning work.

i l-i 5-1 l

4 1

4 t h 4k

((f

gfD, IMAGE EVALUATION g/

\\;///' i.((

tQhd' TEST TARGET (MT-3) f,g';F 4{g

&Y9 s

\\+

,.o w a W

b: SLE ca j,l b=

I 1.8 t===

1.25 1.4 1.6

=

<4 150mm 6"

++/Ao

&> *z,%.

4" e,Q, pyy:,%' g]//

.:,p g 3FA s.

9

=

eq %, f;x

,,p q o

~

3

.g *>g

//

i j>

f y.

I' L.i..

__ _ ___ _ _. ill b ~2

_______..m_____i.

1 l

l PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5 The selection of the Westingbause team as a result of the competit!ve bid process resulted in a total cost estimate of $137,129,000, which includes the Westinghouse contract price of $100,460,000 for the decommissioning of Fort St. Vrain. This decommissioning cost is inclusive of escalation and PSC expected costs and was based o1 commencing physical decommissioning activities in January 1992. A detailed cost estimate was prepared which provides a detailed breakdown of these costs. This detailed cost estimate was submitted to the NRC in Reference 1. Figure 1.3-1 of Reference 1 provides a summary of the project costs based on the major decommissioning activities.

The use of a firm fixed piice contract greatly reo. ices the level of uncertainty in the decommissioning cost. By use of the competitive bid process, an accurate method has been utilized to determine the real cost for decommissioning, based on the identified scope of work and assumptions. The bid process and resultir.; contract commits both PSC and the Westinghouse team for the project scope and cost.

Certala restrictions and limitations exist when only a cost estimate has been prepared as a basis for evaluating decommissioning costs and as a basis for the decommissioning funding plan. A cost estimate is limited in that it is only a study to determine reasonable estimates of individu..i costs and involves no commitment on te part of 'he cost estimator to meet the estimate during the actual performance of the cork. A firm fixed price comract goes beyond this phase, in that a coe'nctor is bound under a contractual obligation to perform this established scope of work at the price they have bid.

Receiving bids from four qualified bidders was equivalent to receiving four ir. dependent cost estimates.

Since each bid used a different decommissioning n.ethodology, this approach exceeds any regulatory guidance for financial assurance and is beyond that required by the Deccmmissioning Rule.

In evaluating the four bids, detalind assessments of the actual decommissioning work and methodology were conducted to ensure that the bidders had adequately identified and accounted for the work to be performed.

Detailed evaluations and cross comparisons were also conducted to ensure that the bidders had adequately i

l addressed technical support requirements, project management and control, radiological waste handling, radiation protection, facilities and support requirements, quality assurance and project documentation and closcout. Areas of uncertainty

11/15/91-PROPOSED DECOMMISSIONING PLAN SECTION 5 were identified and clarified with the bidders, including evaluations of pricing contingencies regarding waste volumes, contamination levels, etc. The use of this competitive bid process, the high quality of the responses received, and the detailed

- bid evaluations tha, were conducted, provides significant confidence in the cost estimate as well as the overall decommissioning approach and the work scope.

Therefore, PSC is confident that all major tasks have 'acen identified and included within the Westinghouse team fixed price contract.

5,2.1 Major Asumptions. Bases. and Scope of Fixed Price Contract The following ir ormation is provided to identify the basis of the fixed price contract between PSC and the Westinghouse team to decommission Fort St. Vrain.

A detailed breakdw.: of the Weeinghouse team proposed scope of work is provided in Appendix 1 of this plan. The following major work activities and necessary support activities will be performed:

1.

Decontaminate in place, and/or remove and decontaminate, and/or remove and dispose of the contaminated and activated materials inside '.he PCRV and those that form the PCRV structure.

2.

Decontaminate in place, and/or remove and decontaminate, and/or remove and dispose of the contaminated portions of the plant systems outside of the PCRV.

3. Survey and cleanup the site as required, including the evaporation ponds and effluent blowdown flow paths.

Decontamination and decommissioning activities will be performed to the extent necessary to decontaminate all radioactive portions of the plant to the final release criteria specified in Section 4.2 of this plan. All other materials remaining as part of the PCRV structure, in the systems outside of the PCRV and on the site after the final radiation survey will be confirmed to be below these release limits and will remain on-site.

As no:cd in Section 2.4, PSC is responsible for overall project management and licensing interface with the NRC. Major PSC responsibilities include:

5-3 l

PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5 1.

Overall control of the project 2.

Access control

3. Oversee radiation protection activities 4

Oversee quality assurance activities 5.

Licensing coordination 6.

Operation and maintenance of required plant systems 7.

Responsibility for the fi.al independent radiation survey 8.

Engineering configuration control overview The following are major assumptions included in the basis of the firm fixed price and the detailed cost estimate:

1.

The current facility design and layout is as described in Section 2.2 of this plan and as shown in Figure 2.2-1, and no major modifications are anticipated.

2.

Radionuclide inventories, activation analyses, and estimated dose rates are as described in Section 3 of this plan.

3. PSC will supply utilities to the contractor, including electric power and water, and the cost for these utilities is included in the cost estimate.

4.

No mixed waste or contaminated asbestos exists.

5.

Burial charges are based on the current disposal rates in effect at the Beatty, Nevada, disposal site until the end of 1992. A contingency has been added for burial of radioactive waste at the Richland, Washington, disposal site after 1992.

6.

No cost allowances were included.for major schedule delays caused by uncontrollable and unforeseen events.

Appropriate contingencies are included to account for project uncertainties.

7.

Existing plant equipment will be utilized when determined to be cost effective and technically sound to operate and maintain.

8. Steam generators will be shipped offsite and disposed as complete units.

9. No radioactive contamination exists on site work areas outside the reactor building.

This is being verified-by site radiological characterization.

Contingencies have been included for cleanup of any radioactively contaminated soil or radioactivity in the ponds, ditches and sewage lagoons.

10. Costs associated with plant closure activities are not included in the cost of decommissioning activities.

I1. The cost and Curie estimates contained in Reference 1 represent PSC's best 5-4

11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 5 estimate. Howes er, an increase by an order of magnitude in dose rates will

- not affect the work planned or the decommissioning cost estimate.

12. The contingency includes escalation in accordance with the estimate for Consumer Price Index for All Urban Consumers (CPIU) for all materials, labor, disposal costs, and services through March 1995.

PSC and the Westinghouse team will continue to validate these assumptions during the planning phase.

Where necessary, appropriate contingency plans will be identified.

5.2.2 Decommissioning Cost Breakdown As a part of the fixed price contract, the Westinghouse team detailed cost estimate was derived in-conjunction with preparation of the detailed Work Breakdown Structure. Figure 1.3-1 of the Fort St. Vrain Decommissioning Cost Estimate (Ref.

1) summarizes the upper tier of tasks developed for the decommissioning project for both Phase I and II. The tasks are categorized into two phases, as described in Section 1.2.5 of this plan. Phase I includes all of those actions associated with the planning and engineering of the project. Phase 11 includes those actions involved with implementation of the work. The specific activities involved in each phase may overlap in calendar time. Each of the specific activities involved in a task is outlined in Appendix I and is discussed in detail in Section 2.3.

Consistent with the guidance of Regulatory Guide 1.159 (Ref. 2), waste disposal costs are summarized in Figure 3.2-1 of Reference -1.

The volumes of these materials can be found in Section 3.3. Burial costs are based on waste burial at Beatty, Nevada and reflect current rates for that facility. Within the-overall cost estimate, PSC has included those additional costs that will result due to waste

' disposal at the Richland, Washington, disposal site, following closure of the Beatty, Nevada, disposal : *e.

-5.2.3 Undate to the Decommissioning-Detailed Cost Estimate Due to problems with defueling, the start of physical decommissioning activities has been delayed from January 1992 until. August 1992. As a result of this delay and other cost adjustments, the Decommissioning Cost Estimate has been increased from 5137,129,000 to $157,472,700. As of September 30, 1991, decommissioning 5-5 I

i

PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5 expenditures have to'alled approximately $10,542,000. Other pertinent assumptions remain-as - outlined in Section - 5.2.1 above.

Major adjustments to the decommissioning cost are identified in Table 5-1 and justification for these adjustments is provided in the following paragraphs.

(1) Etoiect De!ay Costs: The original PSC/We.;Gnghouse team contract price was $100,460,000 and was based on a decommissioning start date of January 1992. Westinghouse has proposed an additional fee of $5,309,200 to accommodate the delay in decommissioning start date until August 1992.

This delay cost will provide funding for proposed Phase I planning activities, as well as extending Westinghouse team resources during this extended planning period, in addition, PSC has approved one contract scope change modification-for an additional $210,000 for Westinghouse team efforts in the preparation of the detailed Decommissioning Cost Estimate (Ref.1).

In addition, PSC will recognize increased costs for decommissioning staff during this' delay period. PSC costs associated with this delay period are estimated to F approximately $383,100.

(2) Letter of Credit Fees The original Decommissioning Cost Estimate did not account for any fees and expenses associated with a financial guarantee.

Based on a declining balance, four year term, irrevocable letter of credit in the amount of $125 million, the total fees and expenses associated with this financial facility are estimated to be approximately $2,000,000.

(3) Cost Adjustments for LLRW Disposal: The original-Decommissioning Detailed Cost Estimate assumed a LLRW volume of 127,964 ft' (See Ref.

1, Figure 3.2-1). The LLRW cost estimate also identified approximately 2035 ft' of this volume that will be used as overfill in other disposal packages as void space fill material. The remaining volume of 125,929 ft' may be processed (including volume reduction), packaged, and shipped for disposal at a licensed LLRW disposal facility. Based on this volume, the.

origir.al Reference 1 cost estimate for LLRW disposal was: $7,878,219 for curie and weight surcharges, cask handling fees, and disposal costs;

$2,022,827 for transportation costs; and $1,924,827 for disposal container purchase and cask rentals. These costs are future value dollars, escalated 5-6

. ~

l 11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 5 to the date of expenditure, and based on disposal fees currently in effect at the Beatty, Nevada, disposal site.

As noted in previous correspondence related to disposal of LLRW, negotiations are currently underway between the Rocky Mountain Compact (RMC) Board and the Northwest Compact Board that will allow access for LLRW generated from RMC member states to the existing' Northwest Compact disposal facility beginning in January 1993.

The proposed contract for disposal access is still under review by both compact boards and has not yet been signed.

' Assuming the access contract with the Northwest Compact is executed and PSC gains access to the LLRW disposal site at Richland, Washington, an 1

adjustment to the cost estimate has been included to account for any increased costs that may result. A continger.cy of $12,441,400 has been added to the Reference 1 LLRW cost estimate to account for possible increases in waste-disposal costs.

Included in the contingency are assumptions for a fee to be paid ($1,300,000) to the Richland, Washington, facility by the RMC, and allowance for an expected step increase in the base disposal fee (to $19,019,600, based on an allowance of up to $140/ft')

anticipated in 1993 when the final provisiens of the LLRW Policy Act Amendments of 1985 are scheduled to take effect, and then escalated at a rate-of 10% per year for the duration of the decommissioning. The estimated costs for container rental and drum / box container costs are not expected to be affected by these increases. Additionally, the increase in transportation distance from Beatty, Nevada, to Richland, Washington, (120

- miles) is relatively small and has been accounted for previously (See section 5.2.1, Assumption No. 5). This adjustment increases the total

estimated LLRW disposal cost (plus contingency) to $24,267,300 in future value dollars escalated to the date of expenditure.

5.3 DECOMMISSIONING FUNDING

AND FUNDING GUARANTEES Financial assurance to support these decommissioning costs will be provided by a combination of assurances, including the following:

(1) Use of the existing external decommissioning trust fund, with a balance of 5-7 y'

yi--

y

--=we yi

-r y y - gwvr y

y f-tv'7 t

m 4

ty sp yp-*

p y-

-++nMc--aswyq w=s+4Jw+ww w++

1m w

w*--'Tr=

r sp-P' 1

-e r

w

- PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5 approximately $28.0 million as of September 30,1991; and (2) Use of a guarantee method (an irrevocable letter of Credit in the amount

- of $125 million) aut! orized by 10 CFR 50.75(e)(3)(iii) for the unfunded balance of the decommissioning costs.

These funding assurance mech:inisms are discusted in the following paragraphs.

/

5.3.1 Decommissioning External Trust Fund PSC has set aside ftmds for decommissioning in external trust accounts that had a combined value of approximately $28.0 million as of Septembe: ?, 1991.

q.

Representative trust agreements for the external trusts were forwardeo o ne NRC in Reference 3 and have been included in Appendix III. No funds remain to be collected from ratepayers.

5.3.2 Decommissioning Irrevocable I etter of Credit

.In order to provide suitable funding assurance for the unfunded balance of the decommissioning costs identined in Table 5-1, PSC has entered an agreement to obtain an irrevocable Letter of Credit !a an amount nm to exceed 5125 million. In Appendix III, a copy of the form of the irrevoc'able Letter of Credit is provided, as well as the Letter of Commitment that binds the institution issuing the facility to sign the irrevocable Letter of Credit when the NRC issues its Gnal approval of the Proposed Decommissioning Plan and the satisfaction of other conditions as set forth in the Letter of Commitment. The commitment to issue the Letter of Credit expire 3 on November 14, 1992, or is subject to renegotiation after that date. PSC has reviewed the qualifications of the lending institution, and has verified that they are in compliance with the criteria of.Section 2.3.3 of Regulatory Guide 1.159 (Ref. 2).

Specific terms of the facility include the following:

(1) Declining balance during physical decommissioning activities, based upon the contractor milestone payment schedule. Use of the declining balance approach is consistent with NRC treatment of Part 50 licensees that use-decommissioning external trust funds and with NRC treatment of Part 72 licensees.

5-8 l

i 11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 5 (2) Effective date of agreement is dependent upon final NRC approval of the Proposed Decommissioning Plan.

(3) PSC is the obligor of the facility.

(4) The NRC is the beneficiary of the facility. A draw on the Letter of Credit facility requires signatures by both the NRC and PSC and may occur only in the event that (1) PSC is in _ default in the performance of the Decommissioning Plan; or (2) if the Letter of Credit is scheduled to expire within 60 days and the NRC has not received a satisfactory financial assurance in substitution.for the Letter of Credit.

An engineering evaluation was performed by an independent third party engineering organization at the request of the facility issuer to validate PSC assumptions, conclusions, and estimated costs for decommissioning, l

5.3.3 Decommissioning Standby Trust Agreement As required by Section 2.4 of Regulatory Guide 1.159 (Ref. 2), PSC has also entered an agreement that will establish a " Standby" Trust Fund to receive funds L

from the irrevocable Letter of Credit, should it become necessary to execute the Letter of Credit. A copy of the unsigned Standby Trust Agreement is also provided in Appendix III, as well as its corresponding Letter of Commitment. The Letter of Commitment binds PSC and the institution that will administer the standby trust t

l; fund to sign the Standby Trust Agreement when the NRC issues its fmal approval l

of the Proposed Decommissioning Plan. PSC is the beneficiary of the Standby Trust Agreement. In the event of a default by PSC under the Standby Trust Agreement, the NRC is authorized to admirister the Standby Trust Agreement.

5.4 DECOMMISSIONING FUNDING

INSTRUMENTS 1

(Submitted for Information Only) l PSC intends to meet its cash payment requirements under the Proposed '

Decommissioning Plan through any or a combination of the following: (1) issuance of first mortgage bonds; (2) medium term notes; (3) sale of assets to PSC Colorado l

Credit Corporation; (4) issuance of short term unsecured debt; and (5) sale of PSC l

preferred and/or common stock.

L l

5-9 L

l I

PROPOSED DECOMMISSIONING PLAN 11115/91 SECTION 5 i

PSC has substantial financing resources available,- including a " shelf" registrat on statement and a secured medium-term note program filed with the Securities and Exchange Commission pursuant to which PSC may offer up to $300 million in first mortgage bonds and $108 million in medium-term notes, respectively. It also has regulatory authority to issue up to $300 million of thort-term debt, which includes

$150 million immediately available and $150 million available on a 5-day notice under a committed $300 million credit facility. This facility would be available to fund its - requirements on a short-term basis.

In addition, PSC may sell approximately $150 million of assets to PS. Colorado Credit Corporation. All necessary regulatory approvals for the issuance of these bonds and the sale of assets have already been obtaincd. PSC also has access to the equity markets and can sell preferred and common stock.

The approximate additional amount of each type of equity security that may be issued as of this date is as follows:

Preferred stock (Par value - $100.00)

$145 million Preferred stock (Par value - $25.00)

$ 65 million Shares of Common stock (Par value -

$5.00) 84,544,221 (authorized and unissued r: July 31,1991)

The issuance of the equity securities requires the authorization of PSC's Board of Directors and the Colorado Public Utilities Commission, but PSC does not foresce any_ impediments to obtaining necessary approvals by the Effective Date. PSC is presently issuing approximately $45 million per year of its common stock under its dividend reinvestment and stock purchase plans.

PSC's outstanding first mortgage bonds are rated BBB+ and Baal by Standard &

Poor's and Moody's, respectively. PSC's securities are not on " credit watch" and no downgradings are anticipated at this time. Based on PSC's recent experience in the credit markets and its view of the equity markets, PSC does not anticipate any difficulty in obtaining the funds necessary to meet its external financing requirements.

l 5-10

~w-i rr r-y

11/15/91=

PROPOSED DECOMMISSIONING PLAN -

SECTION _5 5.5 UPDATES TO THE DECOMMISSIONING FUNDJNSlLAN Per the requirements of Regulatory Guide 1.159_ (Ref. 2), PSC and the Westinghouse team will review the projected cost for decommissioning once a year.

The decommissioning cost will be adjusted for any changes in projected inflation rates, as well as any changes in or effects of force majeure events on project scope which. may revise the overall cost of decommissioning.

Adjustments to the decommissioning cost due to technological and status changes, or major project scope changes will be made according to the changes experienced. Based on these annual reviews of decommissioning cost, the decommissioning funding plan will also -

be reviewed and revised accordingly.

. Since the project is scheduled for completion within 39 months after commencement of physical dismantlement and decommissioning activities, adjustments will be made as frequently as deemed necessary for successful funding of the project. The NRC

- will be informed of any changes exceeding -15 percent -(plus or minus) to the-decommissioning cost.

l 5-11

-i

t

^

PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5

5.6 REFERENCES

FOR SECTION 5 1.

PSC letter, Crawford to Weiss, dated June 6,1991 (P-91198);

Subject:

Fort St. Vrain Decommissioning Cost Estimate".

2.

USNRC-Regulatory Guide 1.159, " Assuring the Availability of Funds for

-Decommissioning Nuclear Reactors," August 1990.

3.

PSC letter, Crawford to Weiss, dated February 15,1990 (P-90039).-

k d

5-12 7.-

...-,,m.,e rr., -... - -...,,,. ~, -,. -, - -.

m

.,.m-.~,_,,.

=

m., -...

11/15/91 PROPOSED DECOMMISSIONING PLAN SECTION 5 TABLE 5-1 UPDATED DECOMMISSIONING COST ESTIMATE (Future Value Dollars, Escalated to Date of Expenditure)

1. COST OF PHYSICAL DECOMMISSIONING ACTIVITIES:

Westinghouse Contract Cost (Ref.1)

$100,460,000 Westinghouse Delay Costs 5,309,200 Westinghouse Scope Changes 210,000 PSC Decommissioning Cost (Ref.1)

$ 36,069,000 PSC Delay Costs 383,100

2. LETTER OF CREDIT EEESt

$ 2,000,000

3. LLRW DISPOSAL COSTS; Revised LLRW Disposal Cost

$24,267,300 Less Original LLRW Disposal Cost 11,825,900 INCREASE IN LL~RW DISPOSAL COSTS

$ 12.441.400 TOTAL COST OF DECOMMISSIONING

$157,472,700 TOTAL DECOMMISSIONING EXPENSES TO DATE

($10.542.000)

REMAINING COST OF DECOMMISSIONING

$146,930,700 I)ECOMMISSIONING GUARANTEED FUNDING

1. EXTERNAL TRUST FUND BALANCE (9/30/91)

$ 28,000,000

2. IRREVOCABLE LETTER OF CREDIT 125.000,000 TOTAL AVAILAllLE FUNDING

$153,000,030 5-13 l

l

,-a-nose.,

s.

2

-a-.s

-..a.

a.--sa-.e s

.am-

_p,.,

.e, u

.n.w i

PROPOSED DECOMMISSIONING PLAN 11/15/91 SECTION 5 t =.

l l

l-INTENTIONALLY LEFT BLANK i --

u L

I i

i L

5-14 1

= m u.-

'---'g i1w-iwW gmw w

Wy--T "t-TF964' WSOM**

'8--7M'"-

"*M-MN

'*'-**MC"'

4"-**M*Nv7P*f"*W-"?*1"rv^fnm rf-w-P-+-

P e-.

--g.yprwwg

G APPENDIX III IRREVOCABLE LFsTTER OF CREDIT AND STANDBY TRUST AGREEMENT l-5 l

l

~

8',

INTENTIONALLY LEFT BLANK h

,. e s

- t

. t 5

4 IRREVOCABLE LETTER OF CREDIT o

4 LETTER OF COAIAIITMENT ANIl REPRESFNI'ATIVE FORM 3

i

'l J

-l 4

3,

%..,--e--

~

y y

+,-+-.cir y

INTENTIONALLY LEFT BLANK i

e s

2.?

THE BANIt OF NEW TOR R N E YJ 1C R CfL FIRfT SANK ~ FOUNDED 1784 DY Alf uNotr Hau sLT ON -

ONI: WALL STItEET, N EW YORK N Y.10060 November 13, 1991 s

Re:

Public Service Company of Colorado Irrevocable Letter of Credit U.S. Nuclear Regulatory Commission Document Control Desk Washington, D.C.

20555

. Attn:

-Dr. Seymour H. Weiss, Director Non-Power Reactor, Decommissioning and Environmental Project Directorate-1 Ladies and' Gentlemen:

The purpse of this letter is to set forth and confirm that The Bank of New York (the " Bank") has approved a.$125,000,000 fully-underwritten letter of credit facility (the " Facility")'for the account of Public Service Company of Colorado (the " Company"), which would provide for the issuance of an irrevocable letter of credit (the " Letter of Credit") for the purpose of providing financial assurance for-the decommissioning of the Company's Fort St. Vrain Nuclear Generating'Scation located.near Platteville,

?

Colorado (the " Plant").

The Bank has the authority to provide the Facility and to issue the Letter of Credit and i

is a banking institution. regulated by federal and state authorities.

The willingness of the Bank to provide the Facility is subject to (1) approval by the U.S.

Nuclear-Regulatory Commission;-(the "NRC") of the decommissioning plan submitted.by the Company, (ii) the absence of any material adverse change in the financial condition or operations of the Company and (iii) the execution of final documentation mutually satisfactory to the Company and the-Bank, sotting forth the terms and conditions of the Letter of Credit and its issuance and operation, no later than c

November 22, 1991.

The final documentation is in the

1. E0025090

.., ~

r i

1 process of beir.g negotiated by the Company and the - Bank and

-is expected to be executed on or before such date.

'Although the form of the Letter of Credit-Will not be definitively fixed until the final-. documentation is executed, the Letter of. Credit is expected to be substantially in the form of Annex A hereto.

It will be a-condition precedent.to the issuance of the Letter of Credit that the NRC have approved the decommissioning plan submitted 1by the Company.

The Letter of Credit would bave an initial term of four years, but could be extended for additional one-year periods with the consent of the Bank and tho'other participating banks.

Drawings under the Letter of Credit would be available in the event of a default in the performance of the decommissioning of the Plant or the non-extension of the Letter of Credit.

The initial stated; amount of the Letter of Credit would be

$125,000,000.

The stated amount would decline with the amount of expenditures made by the Company for decommissioning costs.

The final documentation will contain various representations and warranties, covenants and events of default.

The Bank would have no obligation to issue the Letter of. Credit during any default under the documentation 4

and could terminate its commitment to issue the Letter of

- Credit upon the occurJence of an event of default.

Once-the Letter of Credit is issued, however, the existence of a default or event of default would not affect the ability of

' the beneficiary to draw upon the Letter of Credit in accordance with its terms.

Very truly yours, THE BANK OF NEW YORK

(

s By

/b I/4 /

6M Name: -Andrew M. MerrTll

Title:

Assistant Vice

President

1. E0025090 v

, ~, - ~

.v--r:

---e-e-mr, y

g.---,

--e

-o

---+m--

w

ANNEX A

-DRAFT 11/12/91 THE BANK OF NEW YORK IRREVOCABLE LETTER OF CREDIT Letter of Credit No._

(Date of Issuance]

Amount:

S-U.S.-Nuclear Regulatory Commission

- Washingtor.,

D.C.

20555

Dear Sir or Madam:

For the account of Public Service Company of Colorado (the

" Company"), we-hereby issue our irrevocable' standby letter of credit-in-your favor and. authorize you-to draw-on us at sight up to S (such amount, as the same may

. be reduced from time to time as hereinafter set forth, the

" Stated Amount").

This Letter of Credit is. issued to you at the request of the--Company.

We have been informed by the Company that it has_ requested the issuance of this Letter of Credit for the purpose of complying with the regulations issued under the authority of the U.S.

Nuclear Regulatory _ Commission, a i

governmental-agency, pursuant to the Atonic Energy Act of 1954, as amended, and.the Energy Reorganization Act of 1974, as amended,= which require that a holder of, or an applicant for, a license issued under 10 CFR Part 50 provide assurance that-funds will be available if needed for decommissioning.

1. 508 A0017905 s

i

l' Availability l

Funds 1under this Letter _of Credit are available to you against your~ sight-draft (s) drawn on us, stating on their face:

" Drawn under The Bank of New York Irrevocable Letter L

of' Credit-No.

" accompanied by your written certificate purportedly signed by your authorized-representative and an authorized officer of'tlu) Company, appropriately completed, in the form of Exhibit A or D hereto.

Only you may make a. drawing under this Letter of Credit.

Presentation of such drafts-and certificates shall be'made at our office located at:

101 Barclay Street New York, New York -10007 Attn:

Manager, Special Transaction Dept.,

8. East l

or at any other office in New York City that may be designated by us by written notice delivered to you.

He hereby= agree that.each draftfdrawn under and in compliance L

with the terms of this Letter of credit wil'1 be duly 11 honored byLus within three business days after presentation l

cf such draft and the accompanying certificates.

As used l -

herein, the term " business day" shall mean any day on wnich commercial banks are not authorized or required to clase in New York, New York.

Payment under this Letter of Credit shall be made in accordance with=your written instructions contained in the applicable drawing certificate.

For the sole purpose of determining timeliness of payment hereunder, we shall be deemed to have made payment upon our initiating the

-transfer.of funds over the federal reserve wire transfer l

system.

L b

The amount available to be' drawn under this Letter of Credit shall be reduced by the amount of each drawing paid by us hereunder and-by the amount of each reduction of the Stated Amount.

_Effect of' Payment Upon the~ payment to you or your account of the amount specified-in sight drafts presented' hereunder, we shall be fully-discharged of our obligation under this Letter of Credit with respect to such sight drafts, and we shall not l

1. 508 A0017905

~

, _. _ - ~

o:.

thereafter be' obligated-to make any-further payments lunder-this Letter of Credit = in respect ' of such sight dra f ts to

-you or any other person.

Egdyction of Stated Amount The Stated Amount of this Letter of Credit shall be reduced by the amounts specified in a notice, in the form of Exhibit C hereto, purportedly signed by an authorized representative of the Company and delivered to us.

Each such reduction shall be effective as of the time of our

.)

receipt of the' applicable notice.

)

Exp_irat ion /Terminat;.i.RD This LetterLof Credit'is effective as'of [date of issuance]

and'shall expire on (date of fourth anniversary of date of issuance]-unless its expiration is extended in accardance with the Credit ~ Agreement dated as of 1991 among the Company,-each of the banks sTgnatory thereto and i

The-Bank of Ncw York, as Issuor.

This Letter ~ of Credit shall ter.ninate and be delivered to us.for cancellation upon the earlier of:

-- ( i )

the making by you of the final drawing

.)

avai]able to be made hereunder, and (ii) the expiration date.

Transfer

-This Letter of Credit is not assignable or transferable.

Miscellancoqs This Letter of Cred'it is subject to the Uniform Customs and Practice.for Documentary Credits (1983 Revision), the International Chamber of Commerce Publication No. 400 (the

" Uniform-Customs"), except as modified-herein.

This Letter of Credit shal.1 be deemed'to be made under the laws of the i State: of. New 1 York, including Article 5 of the Uniform

' Commercial Code, and shall,-as to matters not governed by the Uniform customs, be governed by~and construed in accordance-with the law of-the State of New York.

1. 508 A0017905

_.:.-- -,~

~4-I I

All documents,_ noticos and other'ccumunications_shall be

_ personally delivered tc us or may be sent to us by telecopy, tested telex or SWIFT, in which case draft requirements are waived, to the following numbers,_as 3pplicable:

Telecopy No.

(212) 349-3955 i

Telex No.

62763 (Answerback: BONY-UW)

]

SWIFT No.

BONY-US-33J For purposes of this Letter of Credit, a document shall be

" presented" or " delivered" to us or a " presentation" or t

" del.ivery" to us of a document shall be made in accordance with the terms hereof only when such document is actually received by ThefBank of New York at its office located at

-101 Barclay Street, New York, New York, or at such other office'in New York City as may be designated by us on a

. written 1 notice deliv(red to you.

This. Letter of Credit sets forth in full our undertaking, and such undertaking-shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only the certificates and~the-sight drafts referred to herein; and any nuch reference shall not be deemed to incorporate herein by reference-any document, instrument or cgreement except for such certificates and such sight drafts.

Very truly yours, THE BANK OF NEW YORK By Name:

Title:

1. 508 A0017905 l

i

~

_.- - -.. ~.__

EMilBIT A TO LETTER OF CRED12 o

b 1

CERTIFICATE FOR "A DRAWING" The undersigned, a duly euthorized representative of the U.S. Nuclear Regulatory Commission (the

" Beneficiary") and a duly anthorized officer of Public Service of Colorado (the " Company"), hereby certify to The Bank of New York (the " Bank"), with reference to Irrevocable Letter of Credit No.

(the " Letter of

-Credit"). issued by the Bank in_?avor of the Beneficiary, that:

.(1)

A drawing is being made under the Letter of Credit in the amount of S in L

-connection with the decommI~ssioning plan approved by the Beneficiary with respect to the Company's Fort St.

Vrain Nuclear Generating Station (the " Decommissioning plan").

-(2)

The Company is in default in the performance of the Debommissioning Plan.

(3),

The amount set forth ir, paragraph (1) does not exceed the amount available en the date hereof to be drawn under the Letter of Creott.

(4)

The standby trust fund of the Company with respect to the Decommissioning plan is maintained in Account No-.

at You are hereby. instructed to make payment of the amount drawn _under the_ Letter of Credit pursuant to this

- Certificate by federal reserve wire transfer to the account specified in paragraph (4).

IN WITNESS WHEREOF, the Beneficiary and the p

Company have executed and delivered this-Certificate as of L

the day of U.S.

NUCLEAR REGU L.\\ TORY COMMISSION By i

Name:

Title:

l r

1. 508 A0017905 t

v,.

e

~w.-

%.._m,_m,n_.~,

r.m..,

.w v.w,-

l

. i e

s j -I- -

PUBLIC SERVICE col 4PAhi OF COLORADO i.-

t i

i.

BY F-Name:

i.

Title:

j. -

a

?

I f

4 i

s s

S 4

e l

1 j

5 i

b i:

-l

[:

1 l

9508 A0017905

m;1mn13 TO.HTIER_0F CREDIT -

i 1

)

CERTIFICATE FQR "B. Dlblilll9" i

The undersigned, a duly authorized representative l

of-the U.S.

Nuclear Regulatory Commission (the

" Beneficiary") and a duly authorized officer of Public Service Company of Colorado, hereby certify to The Bank of New York (the " Bank"), with reference to Irrevocable Letter l

of Credit No.

(the " Letter of Credit") issued by the Bank in favor of the Beneficiary, that:

(1)

A drawing under the Letter of Credit in the amount of $

in connection with the decommissioning plan approved by the Beneficiary with respect to the Company's Fort E

St. Vrain Nuclear Generating Station (the

" Decommissioning Plan").

(2)

The Letter of Credit is scheduled to-expire within 60 days of the date hereof and the Beneficiary has not received a satisfactory financial assurance in substitution for the Letter of Credit.

(3)

The amount set forth in paragraph (1) does not exceed the amount'available on the date hereof to be drawn under the Lettee of Credit.

(4)

The standby trust fund of the Company with respect to the Decommissioning Plan is maintained'in Account No.

at You are hereby instructed to make pnyment of the amount drawn under the Letter of Credit pursurnt to this Certificate by federal reserve wire transfer to the account

. spec f ed in paragraph (4).

i i IN WITNESS WHEREOF, the Beneficiary and the f

Company have executed and delivered this-Certificate as of the ___c day of-Us S.

NUCLEAR REGULATORY COMMISSION g

By.

+-

Name:

Title:

L

1. 508 A0017905 i

].

l

-X j

-PUBLIC SERVIC F.OMPANY OP-COLORADO By

~

Name:

Title:

e i

r

1. 508 A0017905

'~

'.---_-_i___________

E3HIBIT C TO - LETTER OF QEXQLT CERTIFICATE FOR REDUC, TION OF STATIQ_ AMOUNT The undersigned, a duly authorized officer of the Public Service Company of Colorado (the " Company'), hereby certifies to The Bank of New York (tbe " Bank"), with reference to Irrevocable Letter of Credit No.

4

~

(the " Letter of Credit") issued by the Bank in favor of the U.S.

Nuclear Regulatory Commission, that:

(1)

The Company has made a payment in the amount of $_

_ for costs related to-decommissioning the Company's Fort St. Vrain Nuclear Generating Station.

-(2)

The Company has not previously submitted a certificate in this form to the Bank with respect to-the' payment referred to in paragraph (1).

(3)

The Company hereby directs that the Stated Amount of the Letter of Credit be reduced,-as of the-date of your receipt of this certificate, by the amount set forth-in paragraph (1).

_IN WITNESS WilEREOF, the Company hat, executed anri delivered this Certificate as of the day of PUBLIC SERVICE COMPANY OF COLORADO By_

Name:

Title:

e h

1. 508 A0017905

w STANDBY Ti10ST FUND AGREEMENT LETI'Elt OF CO5fAllTAIENT AND ltEPitESENTATIVE FOlthI f

1 8

=

=

i INTiiNTIONAl.LY Llitrr Ill.ANK i

1

0 Public Sery ce' c--- c--

P O Bos B40 Denve, CO 90201 ts40 November 14, 1991 Randall C. Ricek Vice President and Trust Officer

- Fint Interstate Bank of Denver, N.A.

633 17th St.

Denver, CO 80270 Re:

Public Service Company of Colorado Standby Trust Agreement

Dear Mr. Rieck:

The purpose of this letter is to evidence our agreement that First Interest llank of Denver, N.A. (the " Bank") will enter into a Standby Trust Agreement with Public Service Company of Colorado for the purpose of receiving payment under an irrevocable letter of credit expected to be issued for the account of Public Service Company of Colorado (the

" Company"). The Letter of Credit will be issued for the purpose of providing financial assurance for the decommissioning of the Company's Fort St. Vrain Nuclear Generating Station located near Platteville, Colorado (the " Plant") in accordance with that certain funding plan filed by the Company with the Nuclear Regulatory Commission, an agency of the United States (the *NRC").

Execution of tne Standby Trust Agreement by the Bank is subyct to (i) approval of the Company's funding plan for the decommissioning of the Plant by the NRC,(ii) issuance of the Letter of Credit as contemplated by such funding plan, and (iii) the execution of final documentation mutually satisfactory to the Company and the Bank setting forth the terms and conditions of the Standby Trust; provided, however, that compliance with the foregoing conditions occurs within one year from November 14,1991.

The Standby Trust Agreement is expected to be executed substantially in the form f Exhibit A hereto, in general, the term of the Standby Trust Agreement shall commence upon issuance of the Letter of Credit and shall expire upon completion of the decommissioning activities at the Plant or as otherwise provided in the Standby Trust Agreement. The Bank shall act as trustee and administer any funds received as trustee to fund costs for decommissioning the Plar* in accordance with the terms of the Standby Trust Agreement.

Itandall C. Ricck First Interstate llank of Denver, N.A.

November 14,1991 Page 2 If you agree with the foregoing, please acknowledge such agreement by signing below in the space provided. Such signature shall evidence the llank's commitment to occute the Standby Trust Agreement and act as trustee thereunder, subject to the conditions ret forth herein.

Sincerely yours, Public Service Company of Colorado

/

/

,r,

/A '-kh,0 k fly:

-,.,3,. O,. -

Agreed and Accepted to this 14th day of November,1991 First Interstate llank of Denver, N.A.

liy: f/(,,e ha h/)#vf

1. ff- @/t rg 12v55

FORh1 OF STANDilY TRUST AGREEMENT l

Tills STANDBY TRUST AGREEMENT (this " Agreement") is entered into this day of

.1992, by and between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the " Company'), and FIRST INTERST,im llANK OF DENVER, N.A., a national banking association (the " Trustee").

W I T N E S S E T il W11EilEAS, on August 29,1989, the Company announced its decision to end nuclear operations at its Fort St. Vrain Nuclear Generating Station (" Fort St. Vrain"), and, as a result of such cessation of nuclear operations, on November 5,1990, the Company submitted a proposed early dismantlement decommissioning Plan to the Nuclear Regulatory Commission, an agency of the United States (the "NRC");

WilEREAS, by a decision dated _

,1992, the NRC has approved the Plan, which includes a form of this agreement; WilEREAS, pursuant to the Plan and the regulations promulgated by the NRC, the Company is required to provide for the costs of decommissioning Fort St. Vrain through advance funding, which may be in the form of a hnancial guarantee, prior to commencement of decommissioning; WilEREAS, the Company has arranged for the issuance of an irrevocable letter of Credit in the initial amount of $125,000,000 to provide for a portion of such advance funding of the decommissioning costs for Fort St. Vrain; WilEREAS, the Company desires to establish a trust to be used for receipt of payment under the letter of Credit in the event the Company is unable to meet its obligations for the payment of the decommissioning costs for Fort St. Vrain; and WilEREAS, the Company, acting through its duly authorized officers, has selected the Trustee to be the Trustee under this Agreement, and the Trustee is willing to act as 4

Trustee; NOW, Tr 3REFORE, the Company and the Trustee agree as follows:

SECTION 1 Definitions

" Bank" means The Bank of New York which has issued the irrevocable 1.ctter of Credit and any successors or assigns thereof.

l

=...

Tomp '" means Public Service Company of Colorado, a corporation organized and

. Ming ook the laws of the State of Colorado, and any successors or assigns of the

. Wia'Hy.

" Effective Date" has the meaning set forth in paragraph 2.3.

p

" Fort St. Vrain" means the Fort St. Vrain Nuclear Generating Station owned by the Company and located near Platteville, Colorado, together with such structures, components and equipment now or hereafter associated therewith which become subject to the decommissioning rules, regult.tlons or orders of the NRC.

" letter of Credit" means the irrevocable letter of credit dated 199_, issued by the Bank in an amount of up to $125,000,000.

"NRC" means the Nuclear Regulatory Commission, an agency of the United States.

• Officer's Certificate" means a certificate of the Company delivered to the Trustee and cigned by the Chief Executive Officer, the President, an Executive or Senior Vice President, a Vice President, the Treasurer or an Assistant Treasurer of the Company.

• Plan" means the early dismantlement decemmissioning plan submitted by the Company to the NRC for decommissioning Fort St. Vrain and approved by the NRC on

_ 1992.

" Trust" means the trust created hereby for receipt, investment and disbursement of the proceeds, if any, from the Letter of Credit.

' Trustee" means the First Interstate Har.k of Denver, a national banking association, or any successor trustee.

SECTION 11 PurnoseJhtoMishatenland Term of the Trust 2.1 Nature and Purpsst.

The Trust is being established to provide financial assurance for payment of the costs of decommissioning Fort St. Vrain, which is identified in NRC License No. DPR 50 267 issued pursuant to the NRC regulations. The current decommissioning cost estimate is $

of which approximately $30,000,000 has been funded and is held in separate trust funds. The remair,ing $125,000,000 in anticipated costs is guaranteed by the Letter of Credit. The Letter of Credit and the other trust funds ne expected to meet the aggregate de:ommissioning cost estimate stated above and in the Pian. The Trust will be independent of the Company and will constitute the vehicle that 2

will receivc, hold and disburse, in accordance with the provisions hereof, the proceeds of the

' citer of Credit. Nothing in the Agreement shall be interpreted, however, to relieve the

mpany of any obligation, liability, claim, demand, debt, right or cause of action, loss, Jamage, cost or charge which may arise from the insufficiency of monies held in the Trust to defray the decommissioning costs associated with Fort St. Vrain.

2.2 lituhlMmut.nf.the Trust. Upon the Effective Date, the Company and the Trustee shall be deemed hereby to have established the Trust for the benefit of the Company in a manner acceptable to the Trustee. The Trust shall be known as the

• Fort St.

Vrain Decommissioning Trust", The Company and the Trustec intend that no third party l

shall have access to the Trust or its assets, except as herein provided. Funds deposited into the Trust shall be held by the Trustee, IN Ti(UST, as hereinafter provided. The Company shall have also the right to establish additional trusts if the same are required or desirable (in the sole discretion of the Company) to comply with any law, rule, order or regulation of any governments' body or agency.

2.3 Inm. This Agreement and the Trust created hereby shall be effective and commence on the date the Trustee receives proceeds from the letter of Credit in accordance with the terms thereof, a copy of which is attached hereto as IIxhibit A. Prior to the Effective Date, the Company shall notify the Trustee of when the letter of Credit will be drawn upon and anticipated date for receipt of proceeds in the Trust. The Trust shall terminate on the earlier of (i) the completion of the decommissioning process et Fort St.

Vrain as evidenced by an appropriate order, license expiration or other act of the NitC,(ii) the exhaustion of all monics held in the Trust, or (iii) upon written agreement of the Company and the Trustee.

Until such termination, the Trust is irrevocable.

Upon termination of the Trust, any remaining trust property in excess of decommissioning expenses, Trust administrative expenses and applicable taxes as contemplated by the terms of this Agreement shall revert to the Company or be transferred to another financial assurance mechanism specified in the NI(C regulations, as the case may be.

SECTION 111 Trust _Eumb 3.1 Payments to the Trust. Proceeds from the Letter of Credit shall be deposited in the Trust and shall be applied or paid by the Trustee in accordance with the terms of this Agreement. Other payments made to the Trustee for the Trust shall consist of cash, securities, or other liquid assets acceptable to the Trustee. All moneys deposited with the Trustee by the Bank in accordance with the letter of Credit or by or at the direction of the Company, as the case may be, together with earnings, gains or losses thereon, less any payments or distributions made by the Trustee pursuant to this Agreement, shall be held by the Trustee upon the trusts hereunder.

3 l

4

_ _ _,y

l

)

i 3.2 Payment for Decommissioning Cosis. The Trustee shall make such payments from the Trust to the Company or to the decommissioning contractor as the Company may direct upon presentation to the Trustee of an Officer's Certificate stating the following:

i (i) the NRC has approved the Plan:

(ii) decommissioning of Fort St. Vrain is proceeding pursuant to the Plan; (iii) the amount to be withdrawn; (iv) the funds withdrawn will be expended for expenditures and obligations undertaken pursuant to Plan; (v) none of such expenditures and obligations have been made the basis of a prior withdrawal under this Agreement; and (vi) any funds previously withdrawn from the Trust pursuant to this Agreement have been expended for the purposes for which they were withdrawn.

in the event of the Company's default in the payment of decommissioning costs when due or inability to direct decommissioning activities, the Trustee shalh (i) make payments from the Trust as the NRC shall direct, in writing, to provide for the payment of the costs of the decommissioning activities covered by this Agreement; (ii) make disbursements to the Company or other persons as specified by the NRC from the Trust for expenditures for the decommissioning activities in such amounts as the NRC shall direct in wiiting; and (iii) l refund to the Company such amounts remaining upon completion of the decommissioning l

process as evidenced by the !! cense expiration or as the NRC specifies in writing. Upon refund, such funds shall no longer constitute part of the Trust as defined herein.

3.3 Trust Marmgement. Upon receipt of the Letter of Credit proceeds in the Trust or other monies deposited therein by the Company, the Trustee shall invest and reinvest the principel and income of the Trustwnd keep the Trust monics invested as a single fund, without distiriction between principal and income in accordance with the policies and i

guidelines set forth in Exhibit 11 attached hereto, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Trust monies, the Trustee shall discharge its duties with respect to the Trust solely in the interest of and for the benefit of the Comptiny and with the care, skill, prudence and diligence under the circumstances then prevalthg which persons of prudence, acting in a like capacity and familiar with such matters,'would use in the conduct of an enterprise of a like character and with like aims; except that securities or other obligations of the Company, or any other owner of Fort St.

Vrain, or any of their affiliates as defined in the investment Company Act of 1940, as amended, shall not be acquired or held, unless they are securities or other obligations of the Federal or a state government. Furthermore, at no time shall the Trust contain securities 4

or other obligations of companies or entities that are owners or partial owners of nuclear generating facilities which exceed 296 of the Trust at cost or 496 of the Trust at market value unless they are obligations of the Federal government. The Trustee is authorized to sell, exchange, partition or otherwise dispose of all or any part of the Trust at public or private sale, without prior application to, or approval by, or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew or extend bonds, notes or other obligations or any installment of principal thereof or any interest due thereon and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver any and all bills of sair, assignments, bonds or other instruments in connection with these powers, all at such times, in such manner and upon such terms and conditions as the Trustee may deem expedient to accornplish the purposes of this Agreement.

The Trustee is authorized to hold cash for immediate investment or distribution uninvested when necessary to comply with the terms of this Agreement, but shall hold all other cash in appropriate interest bearing accounts or short term U.S. Treasury obligations.

SECTION IV The Tntblu 4.1 Acceptance of Trust and Terms. Upon the Effective Date the Trustee shall hereby accept the Trust created upon such date by this Agreement and shall agree to perform the same, but only upon the terms expressly herein set forth, including the following:

(i)

Subject to paragraph 8.2, the Trustee shall be exonerated from any and all liability arising with respect to the disposition of any moneys duly paid to the Company or others under any provision hereof.

(ii)

The Trustee may perform any duty hereunder either directly or through its agents or attorneys.

(iii)

The Trustee may from time to time consult with counsel, who may be counsel to the Company, with respect to any question arising as to the construction of this Agreement or eny action to be taken hereunder. The Trustee shall be fully protected to the extent permitted by law in acting in good faith upon the advice of counsel.

(iv)

The Trustee shall be entitled to resonable compensation for its services, as agreed upon in writing from time to time with the Company.

5 1L-

i (v)

The Trustee shall maintain appropriate records of all depo 3its, investments and earnings received by the Trust and all disbursements made from the Trust.

After payment has been made into the Trust, monthly reports shall be rendered by the Trustee to the Company showing all of the receipts, disbursements, expenses, and i

dispositions during the month to which the report relates and the assets then held as the principal of the Trust. Such reports shall be rendered within ten (10) days of the end of each calendar month. Any securities held by the Trust shall be valued at market value as of the last business day of the calendar month to which the report relates, in addition, the Trustee shall provide to the Company at least annually a report certifying as to the activity of the Trust over the period since the most recent annual report and the balances at the beginning and the end of such

-iod.

(vi) The Company and its agents shall have the right to review, inspect and audit the books and records of the Trustee relating to the Trust, provided that the expenses of such review, inspection or audit shall be paid by the Trust.

(vii) The Trustee shall prepare and submit such applications, reports and other documents as may be required by the NRC or any other governmental authority having jurisdiction over the Trust and performance of the Trutt obligations and activities specified by this Agreement.

4.2 Powers. Without in any way limiting the powe:s and discretion confer red upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered as follows:

l (i)

In accordance with paragraph 3.3, to retain, manage, invest and reinvest all or part of the Trust, including any undistributed income theiefrom; (ii)

To renew or extend the time or payment of any obligation, secured or unsecured, payable to or by the Trust, for as long a period or periods of time and on such terms as the Trustee shall determine, and to adjust, settle, compromise, and arbitrate claims or demands in favor of or against the Trust, including claims for taxes; (iii)

Subject to paragraph 3.3 and Exhibit 13 hereto, to hold any stocks, bonds, securities, or other property in the name of a nomince, in a street name, or by other title-holding device, without indication of trust; (iv)

To borrow money in such amounts and upon such terms as the Company may authorize in writing as necessary to carry out the purposes of this Agreement, and to pledge any securities or other property for the repayment of any such loan as the Company may direc:;

(v)

To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; and (vi)

The Trustee may also exercise all the 1:owers in the Colorado Fiduciaries' Power Act, as amended, after the date of this Agreement.

43 Instructions to the Trusten All Officer's Certificates, orders, requests and instructions by the Company to the Trustee shall be in writing, signed by proper officers of the Company. The Trustee shall be fully protected in acting without inquiry in accordance with the Company's O.'ficer's Certificates, orders, requests and instructions. If the NRC issues orders, requests, or instructions to the Trustee in the event the Company is in default, these shall be in writing, signed by the NRC or their designees, and the Trustee shall act and shall be fully protected in acting in accordance with such orders, request, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Company, the NRC hereunder has occurred. The Trustee shall have no duty to act in the absence of such Officer's Certificates, orders, requests and instructions from the Company, the NRC, except as provided herein.

SECTION Y I;txes and Ihpenses All taxes of any kind that may be assessed or levied against or in respect of the Trust, and all brokerage commissions incurred by the Trust, shall be paid from the Trust. All taxes of any kind incurred by the Company due to the inclusion of the Trust income on the Company's tax returns shall be reimbursed to the Company from the Trust upon certification of the proper amount by the Company. All tax returns or information returns required by law shall be timely prepared and filed with the proper taxing authority by the Trustee or at the Trustee's direction, and a copy of each return shall be provided by the Trustee to the Company within ten (10) days of the date of filing. All other expenses incurred by the Trustee in connection with the administration of the Trust interests, including fees for legal sersices rendered to the Trustee in respect of the Trust, the compensation of the Trustee to the extent not paid directly by the Company, preparation of tax returns, and all other proper charges and disbursements of the Trustee shall be paid from the Trust.

7 i

i 1

SECTION VI Successor Trustee 6.1 Eligibility. Any successor Trustee shall at all times be a corporation, bank or trust company having its principal office and a place of business in the United States of America, with a combined capital and surplus of at least $50,000,000 and authorized under applicable laws to exercise corporate trust powers and subject to supervision or examination by appropriate state and federal authorities. Whenever necessary to avoid or fill a vacancy in the office of the Trustee, the Company shall,in the manner provided in paragraph 63, appoint a Trustee so that there shall at all times be a Trustec eligible under this paragraph.

6.2 Merger or Consolidation of the Trusce. Subject to the requirements of paragraph 6.1 hereof, any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all the business and assets of the Trustee may be transferred, shall be the Trustee under this Agreement, without further act.

63 Resignation or Removal: Appointment. Upon at least thirty (30) days prior written notice, the Trustee may resign or the Company may remove and replace the Trustee, but such resignation or replacement shall not be effective until the Company has either appointed a successor Trustee and such successor accepts the appointment. In either event, or should the Trustee for any reason fail to qualify or cease to act as Trustee, the Company shall appoint a successor Trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder; provided, however, that the Company shall have no right or power to become a trustee and no provision of this Agreement shall be construed so as to create any right or power in the Company to so act as the Trustee. The Trustee shall prepare and submit to the Company a final accoanting with respect to the Trust, and upon acceptance of the appointment by the successor Trustee, the Trustee shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Trust and provide such other documents and information as are needed by the successor Trustee to properly administrate the Trust. If for any reason the Company cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions. The successor Trustee shall specify the date on which it will assume administration of the Trust in writing sent to the Company and the present Trustee by certified mail ten (10) days before such change becomes effective. Any expenses incurred by the Trustee es a result of any of the acts contemplated by this paragraph shall be paid as provided in Section V.

l 8

i

SECTION Vil Consolidation. hicigen Conveymice 7.1 Consolidation or hierger of the company. Nothing in this Agreement shall be interpreted to prevent any consolidation or merger of the Company with, or into, any other entity or entities, or the conveyance or transfer of any of its rights, title and interests in Fort St. Vrain or the Trust to any other entity or entities. Upon the sale or other transfer of all or part of the Company's interest in Fort St. Vrain, moneys in the Trust shall be transferred to a successor trust established on behalf of the transferee.

7.2 Daher Successors. Nothing in this Agreement shall be interpreted to prevent the Company from transferring its rights, title and interests in, and its obligations with respect to, Fort St. Vrain or the Trust to any agent, representative, authority, agency, commission or other entity er entitles, authorized by applicable state and Federal statutes or regulations to assume responsibility for the decommissioning of nuclear facilities.

SECrlON Vill Miscellaneous 8.1 Amendments. This Agreement and the Fahibits hereto may be amended by the Company to the extent necessary or helpful to comply with regulations, rules or orders issued by the NRC. No amendment may be made, however, by the Company without the written consent of the Trustee if the amendment increases the responsibilities of the Trustee under this Agreement. Any amendment must be made in writing.

8.2 Immunity and indemnification. The Trustee shall not incur liability of any nature in connection with any act or omission made in good faith in the administration of the Trust, or in carrying out any direction by the Company, the NRC issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Company or from the Trust or both, from and against any liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity. The Trustee shall, however, be liable for its own acts or omissions (or that of its officers or employees) occasioned by the willful misconduct or negligence of the Trustec (or that of its officers and employees).

8.3 Choice af I aw. This Agreement shall be administered, construed and enforced according to the laws of the State of Colorado.

8.4 Lnterpretation and Severabili.ly. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive

(

headings for each section of this Agreement shall not affect the interpretation or legal 9

1

efficacy of this Agreement. If any part of this Agreement is held invalid,it shall not affect the remaining provisions which shall remain valid and enforceable.

IN WITNESS WilEREOF, the parties have caused this Agreement to be executed by their tespective officers duly authorized and attested as of the date first above written.

PU13LIC SERVICE COMPANY OF COLORADO Ily:

Title:

NITEST:

Secretary FIRST INTERSTATE IIANK OF DENVER, N.A.

Ily:

Title:

ATTEST:

Title:

10)l1 10 I.

STATE OF COLOl(ADO

)

) ss.

CITY AND COUNTY OF DENVElt

)

The foregoing STANDilY T11UST AGREEMENT was acknowledged before me this day of

,199 by as Vice President and by James R. McCotter as Secretary of Public Service Company of Colorado.

Witness my hand and official seal.

My :ommission expires Notary Public STATE OF COLORADO

)

)ss.

CITY AND COUNTY OF DENVER

)

The foregoing STANDilY TRUST AGREEMENTwas acknowledged before me this day of

,199 by as and as of l

l Witness my hand and official seal.

My commission expires

~

Notary Public i

11 1

,,, ~

,,,,,..s._,_

_._c,,,.

..,,..._,,,y,.m.

,,s._,.,,m,o,.,,,,_,,,_,.,_.,_,,-.,y.._,,,.

r,_

EXilllllT 11 The following investments are acceptable investments for the Standby Trust funds:

> > > Money Market - Money Market instruments such as investment grade commercial paper and Eurodollar certificates of deposit in denominations not to execed

$5,000,000 per issuer.

> > > llank Deposits - Individual savings deposits and ecrtificates of deposit of a financial institution with a rated investment grade not to exceed FDIC insurance limits for such institution.

> > > Treasury tillis - Treasury 11 ills in any denomination and maturity.

> > > Treasury Notes - Treasury Notes in any denomination and maturity.

Munleipal lionds - Issues of AA quality or better with maturities not to execed five years and in denominations not to exceed $5,000,000 per issucr.

h l

12 l

l

i EXTERNAL TRUST FUND AGREEMENTS l

I t

i t

- i i

t i

~

4 I

^

t i

4 b

1

(

[

)

1.

g 1

1 1

R I

1 h

i i

INTENTIONALLY LEFT BLANK -

4 i -

'p

?

r s.

I,

1 9

D f

G 1

i 2-4 d

d t

q I

y

-r-w,

= n n

,,w-gry-r

=

=,-r,_,

,,,,ww,c,_-,4, a

w.-

we.

u-.

s--

w+,-w,,.

-vw.e r maw

++wm-,ew.v-v v.,me

AGREEMENT TO AMEND TRUST AGREEMENT WITH AMENDMENT NO. 1 This AGREEMENT TO AMEND TRUST AGhJEMENT is executed thift 2

day of March, 1990, by and between FU31IC SERVICE COMPANY OF COLORADO, a Colorado corporation, with its principal office at Denver, Colorado (the " Company"), and FIRST INTERSTATE BANK OF DENVER, a national banking association (the " Trustee"), to amend the Tr'3st Agreement between the parties dated July 12, 1989.

EECiIAL On the 12th day of July, 1969, the Company and the Trustee entered into a Trust Agreement wherein, inter alia, thu Trustee ag' reed to act as Trustee of the Company's Fort St. Vrain Nuclear Decommissioning Trust Fund (the " Fund").

The following amendment is necessary to conform the Trust Agreement to the regulations of the United States Nuclear Regu-latory Commission -(the "NRC") regarding the decommissioning trust funds.

The parties agree that the Trust Agreement shou?d be l

amended as follows:

MEDEF' NO. 1 'IO TlCST AGREIM2?T The parties hereto, by their respective duly authorized cfficers, cove-l l-nant and agree that SECTION TV, Paymnt For fracctmtissioning Cost, and SECTIN VI, Trustee Management, of the Tnist Agreement chall, upon execution hereof, 1

I be deleted in their entireties and the follcuing substituted in lieu thereof:

i l

SECTICN IV Pay: tent Por Deccrinissioning Costs I

he 'hnstee will rcake such paynents frun the Fund as the Catpny tray direct in writing to provide for the paynnnt of the decattnissioning costs of I

i the Fort St. Vrain Nuclear Cencrating Station, upon certification by the I

Campny that the NRC, or its successor, has approved a Deccmniss,ioning Plan, or to provide for the disposition of any balance rennining after the payrnent j

of such costs.

SDCTION VI Trustea runaganmt Trustee will invest and reinvest the principal and incate of the Fund And-keep the Fund invested as a single fund.

In investing, reinvesting, purchas-ing, acquiring, exchanging, selling and managing the Fund, the Trustee or any other Fiduciarf vill discharge his duties with respec-t to the trust fund solely in the interest of and for the benefit of this trust fund, and with the care, skill, prudence and diligence under the circumstances then prevailing i

which persons of prudence acting i.n a like capacity and familiar w.h such matters m uld una in the conduct of an enterprise of a like character and with like aims; except that securities or other obligations of the Catpny, or any other owner of the facility, or any of their affiliates as defined in th Invest 2 tent Ctopany Act of 1940, as anended, shall not be acquired or held, unless they are securities or other obligations of the Federal or-a State governnent.

Furtherrore, at no tine shall the hind contain securities or other obligations of canpanies or entities that are cuners or prtial cuners of nuclear generating facilities to exceed cl % of the Fund at cost or M t of the Fund at muket value unless they are obligations of the Federal j

2-

=.

goverment.

The Trustee is authoris:cd to soll, exchange, prtition, or otherwise dispse of all or any prt of the nmd at public or private sale, without prior application to, er approval by, or order of any court, upon such tems and in such runner and at auch prices as the 'hustee chall determine; to noiify, renew or extend bonds, noter or other obligations or any insta11nent of p'incipal thereof or any interest due thereon and to waive any defaults in the perforrance of the terms and conditions thereof; and to execute and deliver any and all bills of sale, assignrtents, bonds or other instrutents in connection with these powers, all at such tires, in such nanner and upon such terms and conditio:m as the Trustee nay deem expedient to acetstplish the purposes of this Fund.

The 'Itustee is authori::ed to hold cash awaiting investment or dis-tribution uninvested for a reasonable tine and without liability for the payrtent of interest tlxtreon.

I IN WITNESS WHEREOT, the parties hereto have executed this Amendment No. I to Trust Agreement to be effective on the day and year first above written, i'

PUBLIC SERVICE COMPANY Or COLORADO Yb' By:

.s

Title:

3, ATTEST:

/ Secretary If i

(Sch) 1 1

1 i

. -. - - =. - - _ _._.

FIRST INTERSTATE BANK OF DENVER

-, g f 2 -

r An u

B3, :

- _-jo_.

Titles _ f /g,e 0 3 fj A wT P 7dld/lf ATTEST:

n

.48 c

. /..,/

~,3.... -

By:

Titles (SEAL]

l l

l STATE OF COLORADO

)

kJnetx _ COUNTY OF bjru R The foregoing AGREEMENT TO AMEND TRUST AGREEMENT was ac-knoyledjed before me this

,9f//.

day of

March, 1990, by i,

(.'. 8s t /+1 a s Z/,t. "ed ej

-?2 > a de n st [

of Public Service </ Company of Colorado.

Witness my hand and official seal.

My commission expires:

m7/h /s + $4,/993

/ ~ f)^

0 (lflsxAc W'T>12t&

440tary Public i/

STATE OF COLORADO - m

)

Y COUNTY OF h_

)

O The foregoing AGREEMENT TO AMEND TRUST AGREEMENT was ac-knqwledged before, me this M + day of

parch, 1990 by

_, a3 Vus St:uR1 T*~IM Ob,Odj N G \\r N C W ud?.

eL of First Interstate Bank of Denver.

es Witness my hand and official seal.

l i.,

My commission expires.

v/ / M 'f /

i

/

\\

,m l

V) \\ \\

rk.

'QL s __

t a r y' P u b l i c/

i t

_4 -

_. ~.

'S

^

TRUST AGREP. MENT T!!IS TDUST AGREEMENT (the " Agreement"), entered into offec-tive as of hA h i1, 1989, by and between PUBLIC SERVICE U

U COMPANY OF COLORADO, a corporation organized and-existing under the laws o f. the State of Colorado (the "Compa ny"), and FIRST INTERSTATE BANK OF DENVER, a national banking association (the

" Trustee").

1 WITNESSETH:

WHEREAS, the Company wishes to establish a Fund for the investment of certain nuclear decommissioning reserve funds for the Fort St. Vrain Nuclear Generating Station; and

WHEREAS, the Company, acting through its duly attthorized officers, has selected the Trustee to be the Trustee under this 4 Agreement, and the Trustee is willing to act as Trustee, f

f

)

NOW, THEREFORE, the Company and the Trustee agree as fol-lows:

,SECTION I Definitions As Used In This Agreement 1.

The term " Fiduciary" means any person who exerciscs any power of control, management, or disposition, or renders invest-ment advice for a fee or other compensation, directly or indi-rectly, with respect to any monies or other property of this trust fund, or has any authority or responsibility to do so, or 1

l

who has any authority or responsibility in the administration of this trust fund.

2.

The term " Company" means Public Service Company of Colorado and any successors or assigns

<>f the Company.

3.

The term " Trustee" means the First Interstate Dank of Denver or any successor trustec.

SECTIOd II Identification Of Facility And Cost Estimates This Agreement pertains to the adjusted decommissioning cost estimates, or portions thereof, related to the company's Fort St.

Vrain Nuclear Generating Station for which financial assurance is demonstrated by this Agreenient.

SECTION III Establishment Of The Fund The Company and the Trustee hereby establish u trust fund (the

" Fund")

for the benefit of the decomunissioning of the i

Company's Fort St. Vrain Nuclear Generating Station.

The Company and the Trustee intend that n6 third party have access to the Fund except as herein provided.

The Fund is to be established i

and funded as provided and described herein, which manner is acceptable to the Trustee. Such property and amounts as are to be deposited with the Trustee, together with all earnings and profits thereon, less any payments or distributions made by the l

Trustee pursuant to this Agreement, are referred to as the Fund.

i

-2 w

,-w

-r,.-

w-.

.e+---

-w-.

- - + --

m

-F"Y ve-'-'-

The Fund will be held by the Trustee, IN THUST, as hereinafter j

provided.

The Trustee undertakes no responsibility for the amount or adequacy of, nor any duty to collect from the company, any payments to discharge any liabilities of the Company estub-lished by any governmental authority.

SECTION IV gyment For Decojaitissioning Cost i-The Trustee will make such payments from the Fund as the company may direct in writing to provide for the payment of the decornissioning cost of the facility covered by this Agreement or the disposition of any balance remaining after the payment of such cost.

I SECTION V Payments Comprising The Fund, l

Paymenta made to the Trustee for the Fund shall consist of l

cash, securities, or other liquid assets acceptable to the 1

Trustee.

The Fund is establiohed initially as consisting of l

$ 1,76 8,150 in cash deposited with the Trustee.

The Fund shall l

include such cash and any other property subsequently transferred l

to the Trustee, together with all earnings and profits thereon, l

1ess any payments or di F.ributions made by the Trustee pursuant

)

l' l-to this Agreement.

1 l 1

,m

_. -, ~..

SECTION VI Trustee Manager 9ent, Trusten will invest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund.

In invest-ing, reinvesting, purchasing, acquiring, exchanging, selling and managing the Fund, the Trustee or any other Fiduciary will discharge his duties with respect to the trust fund solely in the interest of and for th a benefit of this truct fund, and with the care, skill, prudence and diligence under the circumstances then prevailing which persons of prudence acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

The Trustee is authorized to sell, exchange, partition, or otherwise dispose of all or any part of the Fund at public or private sale, without prior application to, or approval by, or order of any court, upon such terms and in such manner and at such prices as the Trustee shall determine; to modify, renew or extend bonds, notes or other obligations or any installment of principal thereof or any interest due thereon and to waive any defaults in the performance of the terms and conditions thereof; and to execute and deliver any and all bills of sale, assignments, bonds or other instru-cents in connection with these powers, all at such times, in such manner and upon such terms and conditions as the Trustee may deem expedient to accomplish the purposes of this Fund. ;

{

0 The Trustee is authorized to hold cash avalting investment or distribution uninvested for a reasonable time in an account bearing a reasonable market rate of interest.

SECTION VII Expresn Powers __Of Trustee Without in any way limiting the powers and discretions conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expresoly authorized and empowered as followa s 1.

To retain, manage, invest and reinvest all or part of the Fund, including any undistributed income therefrom 2.

To renew or extend the time or payment of any obligation, eccured or unsecured, payable to or by this Fund, for as long a period or periods of time and on such terms as the Trusteo shall determine, and to adjust, settle, compromise, and arbitrate claims or demands in favor of or against this Fund, incluMng claims for taxes.

3.

To hold any stocks, bonds, securities, and/or other property in the namo of a nominee, in a street name, or by other title-holding device, without indication of trust.

4.

To borrow money in such amounts and upon such terms as the company muy authorize in writing as neccesary to carry out the purposes of this Fund, and to pledge any securities or other property for the repayment of any such loan as the Company may direct. l 1

5.

The Trustee may also exercise all the powers in the Colorado Fiduciaries' Power Act as amended af ter the date of this l

Agreement.

_SECTION VIII Taxes _And Expenses All taxes of any kind that may be assessed or levied against or.in respect of the rund, and all brokerage conniusions incurred by the Fund, will be paid from tne Fund.

All taxen of any kind incurred by the Company due to the inclusion of Fund income on the company's tax returns will be reimbursed to the Company fror the Fund upon certification of the proper a:nount by the Company.

All tax returns or information returns required by law will be s

timely prepared and filed with the proper taxing author.ity by the Trustee or at the Trustee's direction, and a copy of each return shall be provided by the Truston to the Company within ten (10) days of the date of filing.

All other expenses incurred by the Trustee in connection with the administration of this trust, including fees for legal services rendered to the Trustee in respect of the Fund, the compensation of the Trustee to the extent not paid directly by the Company, preparation of tax returns, and all other proper charges and disbursemente of the Trustee will be paid from the rund. !

]

s,

4 SECTION IX Ouarterly valuation Periodic reports shall be rendered by the Trustee to the Company showing all of the receipts, disbursements, expenses, and dispositions during the period and assets then held as the principal of the Fund, whic'.n reports shall be rendered quarterly, c

within thirty (30) days of the end of each calendar quarter.

Any securities in the Fund will be valued at market value as of no more than thirty (30) days prior to the date of the statement.

SECTION X Advice of Counsel The Trustee may from time to time consult with counsel, who may be counsel to the Company, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder.

The Trustee will be fully protected to the

~

extent permit,1 - by law in acting upon the advice of cc,unsel.

SECTION XI Trustee Compensation The Trustee will be entitled to reasonable compensation for its services, as agreed upon in writing from time to time with the Company, s

_7._

l SECTION XII Successor Trustee Upon at least thirty (30) days written notice, the Trustee may resign or the Company may remove and replace the Trustee.

In either event, or should the Trustee for any reason fail to qualify or cease to act as Trustee, the company will appoint a successor trustee who will have the same powers and duties as those conferred upon the Trustee hereunder; provided, however, that the company shall have no right or power to become a trustee and no provision of tl.i s Agreement shall be construed so as to create any right or power in the Company to so act as the trust-ee.

Upon acceptance of the appointment by the successor trustee, the Trustee will assign, transfer, and pay over to the successor trustee the funds and propertiee then constituting the Fund and provide such other documents and information as are needed by the successor to properly administrate the Fund.

If for any reason the Company cannot or does not act in the event of ';he resigna-tion of the Trustee, Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for ins tructions. -

The ruccessor truster and the date on which it will assume administration of the trust will be specified in writing and cent to the Company, and the present and successor Trustees by certified mail ten (10) days before such change becomes ef fective.

Any expenses incurred by the Trustee as a result of any of the acts contemplated by this Section will be paid as provided in Section VIII.

_g_

l-SECTION XIII Instructions To The Trustee All orders, requests, and instructions by the company to the Trustee will be in writing, signed by proper officers of the Company.

Trustee will be fully protected in acting without inquiry in accordance with the Company's orders, requests, and instructions.

The Trustee will have no duty to act in the absence of such orders,

requests, and instructions from the Company except as provided herein.

SECTION XIV Amendment of Agreement This Agreement may be amended by the Company to the extent necessary or helpful to comply with regulations, rules, etc.

issuea by the Nuclear Regulatory Commission.

However, no amend-ment may be made by the Company without the writton consent of t.he Trustee if the amendment increases the responsibilities of the Trustee under this Agrecment.

Any amendment must be made in writing.

SECTION XV Irrevocability And Termination Subject to the right of the parties to amend this Agreement as provided in Section XIV, this Agreement will be irrevocable i

and will continue until terminated by payment of decommissioning cost from the Fund as provided in Section IV hereof, or upon the

_9_

written agreement of the Company and the Trustee.

Upon termina-tion of the Fund, any remaining trust property in excess of decommissioning expenses. contemplated by the terms of this Fund will revert to the Company or its successors.

SECTION XVI Tmmunity And Indemnification The Trustee will not incur liability of any nature in connection with any - act or omission made in good faith in the administration of this trust, or in carrying out any direction by the Company issued in accordance with this Agreement.

The Trustee will be indemnified and saved harmless by the Company or from the trust Fund, or both, from and against any personal

~ iability to which the Trustee may be subjected by reason of any act or conduct in its of ficial capacity.

SECTION XVII Choice Of Law This Agreement will be administered, construed and enforced according to the laws of the State of Colorado.

SECTION XVIII Interpretation As used in this Agreement, words in the singular include the plural and words in the plural include the singular.

The descriptive headings for each section _ of this Agreement will not-

-af fect the interpretation or legal ef ficacy of this Agreement.

IN WITNESS - WHEREOF, the parties have ' caused this Agreement-to - be executed by their respective of ficers duly authorized and their corporate scala to be hereunto - affixed and attested as of the date first above written.

PUBLIC SERVICE COMPANY OF COLORADO By:_

Title s' A 4 pf #,..--

ATTEST:

(A S9cr tary L)

FIRST N ERSTATE BAN OF DENVER

~

By:

Title V/tr hker rA.< ~/ / Tw+ Off ATTEST-

/A t-/ % $ $

Titi1e mW "*""

[sEALl APPROVED FOREXECUTION K,s & O WK g _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

r;

STATE OF COLORADO-

)) ss.

CITY & COUNTY OF DENVER' )

The foregoing RUST AGREEMENT was acknowledged before me this //f1 day of Idu 1989 by

-d. d, fz/fu as Vice President bp _. Qma /., #26 &>/fzt, as$ecretary of Public Service Company @f Colorado.

Witness my hand and official seal.

7 My commission expires: (2/dnt/4t/ 44,/99)

~ $$LK W No ary Public STATE OF COLORADO

)) ss.

CITY & COUNTY OF DENVER - )

fo AGREEMENT was acknowl9 ged befpre me

'Thelk regoing KRI}ST d

this day of

, 1$p9, by Mo d (lf C M e l as lE PaihA+fp3ah and p2% c. ALfL. ~>.

as 8'

(h 3k L t (%,L,rs

1. of First Interstate ~ Bank of Denver.

~

Witness my hand and official seal.

My commission expires:

M!l9 il

% L cd.b Notfry'Publif I r I

,---4

,,..,-----._s--y

-y~.,.v-cem.e

.---w

--c.,

=r

-y v.

A s

TRUST AGREEMENT THIS TRUST AGREEMENT, the

(" Agreement"),

entered into effective as of the let day of January, 198.9._,

by and between PUBLIC SERVICE COMPANY OF COLORADO, a corporation organized and existing under the laws of the State of Colorado (the " Company"),

and FIRST INTERSTATE BANK OF

DENVER, a

national banking association, ( the " Trustee").

WITNESSETH:

WHEREAS, pursuant to section 468A of the Internal Revenue Code of 1986 (" Code"), certain federal income t ax benefits are available to the company by creating and making contributions to qualified nuclear decommissioning reserve funds associated with the Company's ownership of Fort St.

Vrain Nuclear Generating Station; and MiEREAS, the Company wishes to establish a qualified nuclear decommissioning reserve fund to hold monics for decommissioning Fort St. Vrain Nuclear Generating Station; and WHEREAS, the Company wishes to establish a Fund for the investment of the assets of the qualified nuclear decommissioning reserve funds for Fort St. Vrain Nuclear Generating Station; and MIEREAS, the Company, acting through its duly authorized officers, has selected the Trustee to be the Trustee under this Agreement, and the Trustee is willing to act as Trustee.

e

=

0 0

HOW, THEREFORE, the Company and the Trustee agree as fol-lows:

SECTION I DelInitions As Used in This Agreement 1.

The term F/ductory means any person who exercises any power of control, management, or disposition, or renders invest-ment advice for a fee or other compensation, directly or indi-rectly, with respect to any monies or other property of this trust fund, or has any authority or responsibility to do so, or who has any authority or responsibility in the administration of this trust fund.

2.

The term Company means Public Service Company of Colorado and any successors or assigns of the Company.

3.

The term Trustee means the First Interstate Bank of Denver and any successor trustee.

4.

" Code" shall mean the Internal Revenue Code of 1906, as the same may be amended from time to time.

SECTION ll Identification Of Focility And Cost Estimates This Agreement pertains to the adjusted decommissioning cost e sti'ua tes, or portions thereof, related to the Company's Fort St.

Vrain Nuclear Generating Station for which financial assurance is demonstrated by this Agreement.

1.

SECTION lit Establishment Of The Fund The Company and the Trustee hereby establish a trust fund (the

" Fimd" )

for the benefit of the decommissioning of the Company's Fort St. Vrain Nuclear Generating Station. The Company and the Trustee intend that no third party have access to the Fund except as herein prcvided.

The Fund is to be established and funded as provided and described herein, which manner is acceptable to the Tru s t e e.

Such property and amounts as are to be deposited with the Trustee, together with all earnings ond profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement, are referred to as the Fund.

The Fund will be held by the Trustee, IN TRUST, as hereinafter provided.

The Trustee undertakes no responsibility for the amount or adequacy of, nor any duty to collect from the Company, any payments ' o discharge any liabilities of the Company estab-lished by any governmental authority.

SECT!ON IV Payment for Decommissioning Cost The Trustee vill make such payments from the Fund as the company may direct in writing to provide for the payment of the decommissioning cost of the facility covered by this Agreement or the disposition of any balance remaining after the payment of such cost. _

.~ -

P SECTION V

\\'

i Payments Comprising The Fund Payments made to the Trustee for the Fund will consist of l

funds in an - amount equal to. that portion of the depreciation allowance ~ permitted in connection with Company's Fort, St. Vrain Nuclear Generating Station that may be determined from ' time to time is necessary to provide for decommissioning costs, said a2nounts to be deposited monthly, this being the basis on which Company bills its customers.

SECTION VI Trustee Management Trustee will invest and reinvest the principal and income of

-the Fund and keep the Fund invested as a single fund.

In 7

investing, reinvesting,-

purchasing, acquiring, exchanging, selling and managing the Fund, the Trustee or any other Fiduciary vill discharge his duties with respect to the truit fund solely in the interest of 'and for the benefit of this trust fund, and with the

ears, skill, prudence' and diligence under the circumstances then prevailing which persons of prudence acting in like capacity and familiar with. such matters would use in the a

conduct of an enterprise of a like character and with like aims, " ~ d

_ xWithin the limitations of the foregoing standard and pursuant to j /.

the requirements of Section 468A of the Internal Revenue Code of 1986, the Trustee is authorized to nell, exchange, partition, or otherwise dispose of all.or any part of the Fund at public or.

r.

7 t

5 sale,f without private prior application to, or approval by, or order of-any court, upon such terms and in such manner and ac such prices _ as the Trustee shall -dotermine;. to modify, renew or extend _ bonds, notes or other obliga tions or any installment of.

principal _ thereof or any interest dte thereon and to waive any def aults in the performance of the terns and conditions thereof; and to execute and deliver any and all bills of-

sale, assignments, bonds or -other instruments in connection with these powers, all at such times, in cuch manner and upon such terms and conditions as the Trustee may deem expedient to' accomplish the purposes of this Fund.

The-Trustee is authorized to hold cash avalting investment or distribution uninvested for a reasonable time and without liability for the payment of interest thereon.

SECTION Vil Express Powers Of Trustee Without in any way limiting the powers and discretions-conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and-empowered as follows:

1.

To retain, manage, invest and reinvest all or part of the Fund, including. any undistributed income therefrom; provided, however, that no such investment or reinvestment of - the Fund may be made by. the Trustee unless such investment is permitted to be

-S-

--..w..

~

j 1

-made' by_ Code sections 501(c)(21)(B)(ii) and 468A(e)(4)(C),

the-i regulations thereunder, and any applicable successor provisions.

2.-

To renew or extend the time

'of payment of any obligation, secured or unsecured, payable to or by this Fund, for as long a period or periods of time and on such terms as the Trustee shall determine, and to adjust, settle, compromise, and-arbitrate claims or demands in favor of or against this Fund, including claims'for taxes.

3.,

To hold any stocks, bonds, securitiet, and/or o property in the name of a nomince, in a street name, or by other title-holding device, without indication of trust.

4.

To borrow money in such amounts and upon such terms as the' Company may authorize in writing as necessary to carry out the purposes of this Fund, and to pledge any securities or other

. property for ' the repayment of any such loan as the Company may direct.

5.

The Trustee may also-exercise all the powers in the Colorado Fiduciaries' Power Act as amended after the date of this-Agreement.

SECTION VIH Taxes and Expenses All taxes of any kind that may be assessed or levied against or in respect of the Fund, and all brokerage commissions incurred by the Fund, will' be paid from the Fund.

All taxes of any kind incurred by the Company due to includion of Fund income on the.

~

-.,... _....,. ~. -....... -....

hr,

Company's tax returns will be reimbursed to the Cospany from the rundL upon certification of the proper amount.by the Company.-

All tax-returns or information returns required pursuant to any ' axes assessed or. levied against or in respect of the Fund ill be prepared by the Trustee or at the Trustee's direction. - All other expenses incurred by the Trus' tee in connection with the adminis-tration of this trust, including fees for leg.al services rendered to the Trus' tee - in respect of the Fund, the compensation of the Trustee to the extent not paid directly by the company, prepara-tion of tax returns, and all other proper charges and disburse-ments of the Trustee will be paid from the Iund.

SECTION IX Quartarly Valuation -

Periodic reports shall be rendered by th* Trustee to the Company thowing all of the receipts, disbursements, expenses, and dispositions during the period and assets then - held as the principal of the Fund which-reports shall be rendered quarterly, within thirty (30) days of the end of each calendar quarter.

Any securities in tl.e Fund will be valued at -market value-as ~ of no more than thirty. (30) days prior to the date of the statement.

SECTION X Advice Of Counsel The Trustee-may from time to time consult with counsel, who may be ~ counsel to - the company, with respect to any questions

_ _ _ _ _ - _ - _. ~ -

1 p

arising as to the construction of this Agreement or any action to

- be taken hereunder. _The Trustee will-be fully protected to the

~

extent permitted by. law in acting upon the advice of counsel.

l/

SECTION XI Trustee Compensation The Trustee will be entitled to reasonable compensation for its services, as agreed upon in writing _ from time to time with the Company.

SECTION Xil Successor Trustee Upon the written agreement of the Company and the Tru s tee, the Trustee may resign or the Company-may replace the Trustee.

In either event, or should the Trustee for any reason fail - to quali fy or cease to act as Trustee,- the Company will appoint a successor trustee who will have the same powers and duties as those conferred upon the Trustee hereunder; provided,

-however, that the Company shall have no right or power to become a trustee and no provision of this Agreement shall be construed so as to create any right or -power in - the -Company to so act as the trustee.

Upon-acceptance of the appointment by the successor trustee, the-Trustea will assign, transfer, and pay over to - the successor trustee the funds and proporties then constituting the Fund.

If for any reason the Company cannot or does not act in-the event of the resignation _ of the Trustee, Trustee may apply to a court of competent jurisdiction for the appointment of a

-e.

l l

+. ~..

,.,v-

+

4' i

successor trustee or for instructions.

The successor trustee:and the date--on which it will assume administration of the trust will be specified in writing and sent to the Company, and the present and successor _ Trustees by certified mail ten (10) days before such change becomes effective.

Any expenses incurred by the Trustee as a result of'any of the acts contemplated by this section will be paid as provided in Section VIII.

SECTION XIll Instructions To The Trustee

'All orders, requests, and instructions by the Company to the Trustee will be in writing, signed by proper officers _ of the Company and, if ' appropriate, accompanied by relevant orders of governmental authority.

Trustee will be fully-protected in acting - without inquiry in accordance with the Company's orders, requests, and instructions.

The Trustee will have no duty to act in the absence of such orders, requests, and instructions from the Company except as provided hezein.

SECTION XIV Amendmesot Of Agreement -

This Agreement may be a aended only by an instrument in vriting, executed by the Company and Trustee.

j i

SECTION XV l

Irrevocability And Termination Subject to the right of the parties to amend this' Agreement as provided in-Seccion XIV, this Agreement will be irrevocable 1.

w w > - - - -

~e

j and will continue until terminated by payment of decommissioning cost from the Fund as provided in Section IV hereof, which event is contemplated to occur approximately thirty (30) years from date hereof, or upon the written agreement of the Company and the e

Trustee.

Upon termination of the

Fund, any remaining trust property in excess of decommi ssioning expenses contemplated by the terms of this Fund will revert to the Company subject to the order of appropriate governmental authority; and final closing of this trust account shall be subject to written approval from the appropriate governmental authority, if any.

SECTION XVI immunity And Indemnification The Trustee will not incur liability of any nature in connection with any act or omission made in good f aith in the administration of this trust, or in carrying out any direction by the Company i ssued in accordance with this Agreerent.

The Trustee will be indemnified and saved harmless by the Company or from the tru st Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its of ficial capacity.

SECTION XVil Choice Of Law This Agreement will be administered, construed and enforced according to the laws of the State of Colorado..

=

SECTION XVill As used'in this Agreement, words in.the singular include the plural ~ and words in-the plurri 1.clude ' the singular.. The de-scriptive headings for each section of this Agreement will act affect the' interpretation or legal efficacy of this Agreement.-

IN WITNESS VMEREOF, the parties have caused this Agreement to be - executed.by tneir respective of ficers duly authorized and their corporate seals to be hereunto affixed and attested as. of the date first above written.

PUBLIC SERVICE COMPANY 0F COLORADD By

Title:

M PAbr*

ATTEST:

1 M be see ary

[ SEAL)

FIRSTI ERSTATE BANK OF DENVER By:-

1 YlCE PPESIDENT A!!D TRUST OfflCER

-- ATTEST:

~~

_..e

==

(SEAL]

K. S & 0 -

i er :nEffy-88

,a.,-

-.s.-.u...-....... - u~n a..

- :..... a - c.a...:... w =..a -a.

. u. w::-..

. =.:.... a - :; u.a w.....

4 STATE OF COLORADO

)

~

)as.

CITY E. COUNTY OF DENVER

)

Thg foregoing TR this L c'.ay of I}Df' yST AGAEEMENT was198J, by RicL&n4 de acknowled AL

. Me ilv as Vice President"ahd by ~hm es R.Inc 0 ditt y as Secre'tary of Public Service-Company of Colorado, Witness my hand and official seal.

My Comission Expires:

k c90-/3' 4f 2nf7t Oxh/Mf,6%L

'otarp Pubfic ~

STATE OF COLORADO

))ss.

CITY & COUNTY OF DENVER

)

Tp. foregoing ARUST AGREEMEN was agknowledged before. me thi -6 a

Unul 19 by _KddJ C. M a

E _ y ofi%4 Ohn and_

h C. /hijcd as O.T g4 Gau,

/' -of First faterstate B&nk of D'enver, Witness my hand and of ficial seal, My Comission Expires:

li Q /

/

1 4

Nottry~Public ~ /

i I

- 12

\\

.l i

,e

.- +.,.: +-

u.

..a.u ~:-

=

e "tuST ACT E C C THIS 17UST ET.EPOC, the ("Agroerent*), entered into this

1. /4 5 f" day of NW

,1991, by end between Pt0LIC Sun / ICE CCNNfr 00 CD140#0, a corToration organizol arri existirr) under the law of the State of Cblerat ("Ceantor*), and NE AX'2UCM NATICNAL BANK Of' DEWER, a national bank.Ltg associstion, the ("'mistae").

WITNESSETH WHE:REAS, the Public Utilities Ctrmission of tre State of

- Colorado ("PtC*), an agen::y of the Stata ef Cbloracb, is authorizod and emM to establish certain rules, orders, and regulations applicable to the Crantor; and WHE3ms, to prtwide assurarce that funds w1.ll be available when needed for doctrmissioning Crantor's Ibst St. Vrain terlear Generating' Station (daccrmissionary cost), the PUC did order in Decision te. C30-2346, issued Cecerbar 12. 1980, that the Grantor, ccrnencirg wit.h the first calendar quartar of 1981, subsequent to the effective date of the PUC's Dectsion ard Order, dpit with an ltdeperdent tnistne en or before the end of the nonth sutsequent to the end of mech calendar gaarter a stated wount of reney to establish a da cmissionirg fund; ard that said irdspendent trustae be res;orsible for the investnant of the anomt so desosited and rarder reports to Grantor en the status of said furd to less frequnntly than annually; ard, further, that the release and dis-position of the aromt so deposited with the 14-h4 trustee is to be subject to further order by thu PUC; and-MODS, Crantor has challenged the validity of this Order tut desires to act in accardarce with its taune unless and until it is irr-validated by a court having jurisdiction, and therefore has agreed to e

establish a trust to p:twide for the dectumtssioning cost of the facil-ities identified herein; ard

'*ERES, the Grantor, actirq thttugh its Atly autSrised officers, has selected the Trustas to be the Trustan under this Agree-crent, ard the Trustee is willlry to act as Truetme.

1 j

w.

~....

+..,.. -. ~.. u

. v. o

.-c._;.

u me-~~

1 POJ, DCYJORC. the Grantor-atd tac Trustcc agrec as follows:

Sir IO !

Definitions M Used In %is /gramrent i

1..

The tam riduciarv means any person who exereir>es any p>aer of control, runngeren+,, or disiosition, er renders investmont advice for a fee or other corpensation, directly or iixiirectly, v.ch

- respect to any contes or other property of this trust fund, or has any aut.*crity or res;onsibility to do so, or e has any authority or re-sgmsability in the adrunistration of this trust furd.

2.

The term Crantor means Public Service C:rpany of Cblorado and any successors or assigns of the Crantor.

3.

The term Trustee neans The Anarican National Sank of Denver and any succesmr trustec.

SII"'IO4 II

_ Identification Of FMility Ard Cbet Estirstes "his A;rrearunt pertains to the adjusta$ dec:sfmissioning cost estinates, or portions thereof, related to the Crantor's Fert St. Vrain nelear Cenerating Station for which finarcial asserance is derenstrated 1

by this Agreement.

SECTION III Establistinent Of the Twd The Grantor and tne Trustee hersty establish a trust fund (the +

'7 ursi") for the benefit of the Wssioning of the Grantor's Fbrt St.

Vrain Relear Generating station. The Cantor and the Trustee intend that to third party have access to the fund except as harain provided.

The Ibnd is to be established and funded as provided and described herein, which renner is acceptable to the Trustee.

Stch property and annunts as are to be deposited with the Trustee, together with all earnings and profits thereon, less any paywnts or distributions nede by the Trustee pursuant to this Agreement, are referred to as the fix1d.

+

l 2-l

-.. m....s..,

...a 2...

_t..u

-, 2 _.. =. a ;

_2.2 -.r.

N Nrvi will be held by the Trastee : N "LM. as heretr.2f ter,nrevnted.

The Trustee undertakes no resronsibtlity for the anount or adeg.acy of, rcr any duty to mila:t from the Granter, any paynents to dischartJe any j

liabilities of the Grantor established by the Plc.

MICH IV 1

Pawent Tbr Dectreissionirr) Cost i

the Trustee will nake such payrants.fmn tM Purd as the Crantor, acting pursuant to order of tM PUC, rey direct in writing to t.

j provide for the payment of.the decermissioning cost of the facility l~

ccured by this kyree unt or the disposition of any balance remaining after the payment of such est.

SECTIN V l

Pavnents Cbrerisire the rund i

Payments ende to the *rustee for the rund will consist of 4

i funis in an anount equal to that portion of the depreciation allowce i

. permittad in mnne. tion vith Grantor's 7brt St. Vrain Ntr.1 ear Generating St.stion that the Ptr may detamine fmn time to tine is r===ay e provide for daccruissioning costs, said arounts to be deposited conthly, j

[

this bei:xy tM basis on Weh Grantor bills its custammes.

i SECTIN VI r

t=

Trustas mregement Trustee will invest and reinvest the principal and income of j

tM Nnd ard keep the rund investal as a single fund, without distinction L

between princi;al ard inacew. In investirg, reinvesting, purchasing,

[

ac@iti.q, echanging, selling ard managirq rhe Nnd, the Trustee or any-othat riew-f uy will diseturga his duties with roepect to the trust fund 1:

solely in the interest of ard for the txnefit of this trust furd, ard with the care, skill, prudence and diligence under the cirt:tmitances 1

then prevailing which perscc.s of prudence acting in a like. capacity and I

familiar with such natters wculd use in the ccahrt of an eruuTaise of f

4 i :

a D

n s

e a-

wa,...w.

x. ;;a..:

w-.;=.wa..

::z.. = ::

= v

-= -

ev -

a lhe eturseter and with 1:Le aes, witnin tne lat.:::ons of a foregoing standard, the *rustee is auttorized to acquire every k.t.-d =f

. property, real,- rersoral or ruxed, and to noko every type of 'investront, specifically includirg, but rot limited to, cx:rtron trust twda schin-

= tstered by the Trustec, tax exa pt onligations, roney market furvis, certificates of deposit, cogorate obligations and securities of every kind, preferred or ctrron stecM, snd interests in inveetrant trusts ard nutual furds that nun of prudence, discretion ard inte111 erre w:uld use 9

in the conduct of an anterprise of a -like charactar, except that:

1.

Securities or any obligations of the Grantor,.cr any successor to the Cranter, or any of their affiliates, will rot be ac-7:1 red or held.

t 2.

The Trustee is auttorizM to invest.the Furd in ti.au or daard deposits of the Trustee, to the extent insuri.xi by an agwey of the rederal or State CcvarTrent.

3.

':he Trustae is auttorised to hold cc1h awiting investment -

or distribution urtinvestad i e a reasonable tine ard wit! cut liability -

' 1 for the payment of intare-.. hereon.

6 SE*tICE VII Exoress Powers Of Trustee Without in af t.ey limiting the ps ard discretions con-ferred t4cn the Trustee by the other pztwisiers of thi.s 7grearment or by law, the Tn:stee is expressly authorised and sped as follows:

-1.

To hold, retain, invest, ruinvest, ard canage withcut diversification as to kird, evount or risk of renprudtetivity in realty 4

or parmrmity, an1 wittout limitation by statute or rule of law; par-4 tition, sell, exchange, grant, corwey, deliver, assign, transfer, lease, option, nortgage, pledge, abandon, terrow, loan, contract, distribute in t.

. cash or kind or partly in each at fair market value on the date of -

d3=trieico crd witaout requirirq pro rata distribution of specific l-p assets, ard witloot requiring pro rata allecation of the tax bases of such assets; hold in nmtinee form, continue businesses, carry out gree-f I.

-4~

p t

i.

~._..o-m...

rents, deal *tta it.scif, other f arlu tarms ard bas tness orgart:attens..,

which tic Trustco nniy huo on intert.st, establish reset <cs, releasc p: vers, ard atendan, settle, contest, crrprtru.se, or otherwise adjust all claim in famr of or agairtst the Nrd.

2.

The Tntstee ey also exeretse all the p>ers in tN Cblera<b Plduciaries' Po ers Act n accrdcd af ter the date of this Agreement.

v SECMcN VIII

• axes Ard Sc:enses M1 taxes of any kard tnt may to assessed or lena:! against m

er in respect of the hrd, ud all brokerace com.isstens ircurred ty the n2rd. will be raid fr::rn the Erd.

M1 tues of arrr kird ircurred by the Crantor due to irclusion of nrd incre on the Crantor's tu returns will be reirtu.%. to tM Grar.ter frrri tre nrd upon certification of the proper xurit by the Cranter. All to returns or informstaon returris req:tred pasuant to any taxes assessed or levisf ageirist or in respect cf the Nnd will ha prepared by the Trustee or at the htaa's dux-u tion.

All echer e@enses treuritd by the Tn:stee in cannectaen with the a&c.nistration bf this t.nist, ircit:1uw fees for legal services rendered 0

to the *rustec in respect of the Asd. the ctrpensatdon bf the Trastae 1

to tre extet tot paid dimly by the Grantor, preparation of tu returns, ard all other proper charges ard dishasmants of the Tntstee vill be paid fztra tra Ard.

SEC UCH I_X quartstriy valuatL%

Periodic reports shall be rerdared by tra Trus".ae to the Crantnr atcairn all of the reesipts, disbursenents, e:<perses, ard dis-Ecsitions durirq the period aM assetz thto Mld as the prircipal of the Nrd, dich referu shall be rerdared qturtarly, within thirty (30) days of cm erd of esch calerdar gaartar. Any securities its the nrd will be valued at merket value as of ro here tMn thirty (30! days price to trea data of the Statencnt, i -

~,

..- m q.,-.

....~ _

4... _ m.

..z

.m-I t

si e r: m x MVtco Of Counsel

• the Trustee may from twe to tue ensult with counscl. @

eay ta munsel to the Crantor, with respect to auf mestions arising as -

?

to the const rtesion of this rqrco'x:nt or any actico to he taken herc-

- uMer.

':N Trustcc will 1sc ful'.y protectcd to tN cxtent rctmitted lif law m acting upon the adnee of counsel.

StrTim XI Trustee Ctrpensatic.%,

':5e Trustee w111 te entitla$ to reasonable creensation for its sarvices, as agreed upsn in writirq fn:rt time to tiene with the Grantor.

STrrlm XII Sw:ctssor *rustee Upon tie written agroc. rent cf the Grantor, the innstoc arri the P'JC, the in: sten may resaga or the Crantor rey replace the ?rustet.

In either went, or stould the Trustae for any reason fati to cpality or cease to act as Trustee, the Grantor with the a;5:wal of the RC will a; pint a successor t.matee who will have the same p3wers ard datim as trose ccnferred tgen the Trustee hereurder: provided. towver, that the Crantor shall haw ro right or p:wer to become a tnotes and no pro-vision of this Agriement shall be constnad so as to create any right or p: war in the ce to ao act as the trustne. Up:n weaptance of the appiatment by the accessor tzustee, tae Trustee will assign, transfer, and pay over to the successor trustas the funds ard ptuperties than

. constituting the huid. If for arry reason tre Crantor carrtrt or does roc

- act in the event of the resignation of tie Trustee, Tmstos :nay apply to a court of ccupetant jurisdiction for the appointraent of a necessor a:

trustre or fce irectnctions. 'the successor trates AM the date on which it will ass.ume administratlon of the trust will to specifiel in writmg arvi sent to the Grantor, RC, ard the presant ard sucensmar

~6-

., -.,;a.

a.u;

aa.a. :7

=v

.u. w. w :

-~..

1rustecs by certaf axl eu ti mn (10)- sbye La.l urn web cfut.n; toco u effectivo. Any erTr:nses incurred by t?c "'tustoc as a result of any of the acts conter' plated ty tMs Section wiM te raid as prwided in $ce-tion VIII.

SITTICN VI U Instnn tions To the trustco-All orders, rensests, ard insuwtiore tr/ the Cranter to t.%

Wustee win be in writaN, signed ty peroer officers of the Ceantor aid, if appropriate, accorgunted by relevarit orthrs of the Ptr. Trustec

- vin be funy protect =$ tr. ac-irr; wtthxt irq.tiry in accordance w.ith the Granter's otders, requests, and inatnctions. The Truces wiu have ro duty to act in the abeerra of such exdars, ra7msts, and iratneticna f tun the Grantor except a. prwide$ beruin.

SE TIC JN N sv*nnt of krearmt i

W.is Agroe'ent nuy be atende$ caly by an irutztrsent in writing, exse.uted 1.y the Granter, ?rurcae and approved by tas PU.

SItT. ICN W Irrowrab,ility #d Teceiration 1

Sutrject so t.hs right of the pexties to mand this hyreewnt as prtriased in Section Kr4 thi.s,.

-.e win be iremo:mula and wiu centinue' tsitil termimted i.'y paynent of da-luicniturcost flou ttu -

Furr! as prwlded in Section IV Partof, Weh event is conterpista$ to occur appttocisataly thirty (30) yinars faun dat.s hered or q:ca the writtun a'grammt of the Cranear, the Trueces ard the M.C, or qx:n t.Ne written on%r of the MT. Opn tamirati:n of ths Fund, aryj ruminirsy trust property in acess of ovxannissionirq expsnses cx:ctanplatas y the temme of thie nrd will revert t t.Ne Grantor stbject to t?m erf.Ae of i

the Ft.C; ard flJul closiaq of this t2wt oc:nrt: Mall be srbject to written appnval from the RL i

i 1

.. j.,

.-.~...~-----..,,..--..~...-..~..-..~-,,~.~v

-.--w

. ct *: o e Imunity Nxi 1,rdemtfication h Trustee will tot arttur reesomi liability of any nature in

. corsection with any act or aussire ende in rpod faith in the :ahints-~

tration of tins trast, or in carrying out any direction tr/ t.rc Crantor 1sm in accohs wAth this A; tastant. Tre Trustee #111 to irde mfied and savwd hen!ess by the tirantor or frcrt the trust Ibrd. or toth, tzern ard against attu ;wrsoral liability to wtich the instee my ta suo]ecta:1 by reanen of A:t/ act o. mrdrt in Ata official capacity.

SECTIOt WII chotee et im this' Agreerai-x will ha a&tintstered, c.nstrued aid wiforce$

accor11tng to the laws of tae State of Colorado, h

SICI31 WHI.

InterorttsLig As used in this hyzserent, da in the sirgAlar ireld the plural azul weda in the plasl irclude t!.a nrgLbtr. ite descriptive-ha.=11:rys fer each **ction of this Agzwecent will rnt affect thw mtar-.

p etation or legal efficacy of this hyreerwnt.

IN wnNESS WHr;EEF, t?e parties haw caused this Igreowit to

~

e DS tXeCuted by thGir M4Cti'MI Cfficera dif y &Ut?Dri24d and their corperata MJ to be hersunto affixed ard attestad as of ths dati fi.rst thh4 vrittM.,

PtBLIC SCWICE ("T29Mff CE COL 0tNO

' DY_ _ h 4

mlaQnulm.64

,LF

=ATIESTt nas:r

\\

(N)-

-g,.

,:m..-

~~,

.j

.r: '::. ::. *.i:: :::.::.r 1:. o : ~ '..

'\\

Dy,,,4 C.

sr' mW,a e D-

fD Istit.) -

1

)

<r

-)

i

-\\

1

' S74n: CF COf.CPA T.

)

) ss.

CITY AND CCWW Cr CDMm

)

\\

te foregoing TRtST ACCEEME2C ms ackrwiedgai before re t.hia g

,f/A $ Y~

day at MAY

, 1981 by.. ). M AVM Hf l

' ard -

@. 3.

Na4A

_ as the Grantor, ard 6. N/CA/dhk.

l

.//Wtit.//.T ard as the Tntstee, 1

Witnass n:y hard ard official sml.

My Camsiusson. Expires:M -#2 l'

i P

4 L

22g. j_ g su ic l

4...

L 5-('.

lr l

l l

l l

l'

..m-.

-m

, - -