ML20086P327

Forwards Updated Escrow Agreement of Mit & First Natl Bank of Boston.Copy of Agreement Being Forwarded to Mendonca

ML20086P327
Person / Time
Site:	MIT Nuclear Research Reactor
Issue date:	12/19/1991
From:	Powell P MASSACHUSETTS INSTITUTE OF TECHNOLOGY, CAMBRIDGE
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
References
NUDOCS 9112260341
Download: ML20086P327 (11)

Text

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o dl ea lAassachusetts Institute of Technology 77 Massachusetts Avenue, Hoom E19 702 Cambridge, MA 02139 Office of Sponsored Programs h.' phone: (617) 253 3856 Fax: (017) 253 4734 December 19,1991 Docket Cont rol No. 50-20 U.S. Nuclear Regulatory Commission Document Control Desk Washington, DC 20555

Subject:

NRC Licenses 20-01537 02, SNM.986 and R 37 To Whom It May Concern:

As followup to communications between Mr. Marvin Mendonca of the NRC and the undersigned, enclosed is an updated Escrow Agreement between MIT and the First National llank of Iluston The purpose of updating the Agreement was to satisfy NRC's Financial Assurance Decommissioning requirements for the three, subject licenses. A copy of the Agreement is being forwarded to Mr. Mendonca.

Should you have <.iny questions, please contact the undersigned.

Sincerely yours,

, httt C bhd Paul C. Powell Coordinator PCP/mm Enclosurc xe: M. Mendonca

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i AMENDED AND RESTATED  !

ESCROW AGREEMENT I This Amended and Restated Escrow Agreement amends and restates the Escrow Agreement dated as of August 18, 1990 between Massachusetts Institute of Technology ("M. I . T. ") and The First National Bank of Boston (the " Escrow Agent").

1. Establishment of Escrow Account M.I.T. hereby establishes an escrow account (the " Escrow Account")

with the Escrow Agent pursuant to tho terms of this agreement, to provide financial assurance for decommissioning of three M.I.T. I facilities, in the amounts shown below j First' Facility? I Facility names Massachusetts Institute of  !

Technology Address: 77 Massachusetts Avenue Cambridge, Massachusetts 02139 License number: 20-01537 ,

Aeolicable NRC Reculations: 10 C.F.R. 30 Estimated Decommissionino Costs: $750,000.00 Amount of Financial Assurance Providqd $750,000.00  ;

Second Facility:

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Facility name Massachusetts Institute of Technology Addresst 77 Massachusetts Avenue Cambridge,-Massachusetts 02139.

License numbert SNM-986 Aeolicable NRC Reculations: 10 C.F.R. 70 Estimated Decommissionina costs: $750,000.00 l Amount of Financial Assurance Provided $750,000.00 l

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. Third Facilityt l Facility names Massachusetts Institute of .

Technology Research Reactor bddress_: 138 Albany Street Cambridge, Massachusetts 02139 ,

License number R-37 ,

Aeolicable NRC Reculations: 10 C.F.R. 50 '

Estimated Decommissionino C.QDiat $11,000,000.00 Amount of Financial Assurance Provided! $11,000,000.00

2. Descriotion of ProDerty in Escrgy Account It is hereby acknowledged by the parties that cash or other liquid assets with a value of $12,500,000.00 have been delivered to the Escrow-Agent and they, or assets of equivalent value, less any amounts disbursed pursuant to Paragraph 4 of this agreement, will remain in the Escrow Account until one of the conditions stated in -

Paragraph 3 of this agreement has been satisfied. M.I.T. may add to the assets held by the Escrow Agent hereunder by delivering such additional assets to the Escrow Agent together with a notice advising the Escrow Agent that such assets are to be held pursuant to the terms of this agreement and identifying the facility for which such assets are to provide finanacial assurance hereunder.

For all purposes thereafter, Paragraph 1 above shall be deemed to be amended to reflect the increased amount held by the Escrow Agent with respect to such facility, and all provisions of this agreement, including the provisions relating to withdrawals, shall apply to such addtional= amounts.

M.I.T. warrants to and agrees with the Escrow Agent that, unless otherwise expressly set forth in this agreements there is no security interest in the property in the Escrow Account or any part thereof; no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Account or any part thereof; and the Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists or to file any financing statement under the Uniform Commercial Code Wiich respect to such Escrow Accoult or any part thereof.

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. i I 3. Conditions of Escrow Aareement The property described in Paragraph 2, above, or property of

. equivalent value, less any amounts disbursed pursuant to '

paragraph 4 of this agreement, will remain in the Escrow Account

, created by this agreement until one of the following conditions has been satisfiedt (a) the Escrow Account has been terminated by joint notice, la writing, from M. I.T. and the United States Nuclear Regulatory Commission (the "NRc") stating that all decommissioning activities required by applicable NRC regulations identified in ,

Paragraph 1, above, have been completed with respect to all facilities for which funds are held in the Escrow Account, the licenses have been terminated and the facility sites are available for unrestricted use for any public or private purpose; (b) all funds are disbursed from the Escrow Account pursuant to Paragraph 4; (c) H.I.T. cubstitutes another form of financial assurance in compliance with the regulations of the NRC and with the written consent of the NRC, if necessary, terminates the Escrow Accountf (d) the Escrow Agent receives from the NRC or its counsel a written acknowledgement that such an escrow is no longer required -

by law; and (e) the NRC and M.I.T. jointly advise the Escrow Agent in writing that the Escrow Account may otherwise be terminated.

Upon the occurrence of one of the conditions stated in this Paragraph 3, the Escrow Agent shall distribute all remaining funds  :

and investments held in the Escrow Account to M.I.T.

4. Disbursement of PronertV in Escrow Account

.The Escrow Agent shall make payments from the Escrow Account in amounts 'specified by M. I .T. upon the presentation to it of a certificate, duly executed by the Senior Vice president of M.I.T. ,

or other individual designated by the Executive Committee of 4

M.I.T., such certificate to be in the form set forth in the attached Specimen Certificate, or upon presentation of a certification attesting to the following conditions:

a. that decommissioning is proceeding pursuant to an NRC- >

approved plan; ,

b. that the funds withdrawn will be expended for activities undertaken pursuant to that plant c._ that the amount _of funds being withdrawn with respect to the- facility, together with all prior withdrawals relating to such f acility, does not exceed the amount of funds deposited in the Escrow Account to provide financial assurance with respect to such facility as set forth in Paragraph 1 above; and l d. that the NRC has been given 30 days prior - notice of

M.I.T.'s intent to withdraw funds from the Escrow i Account.

l- -If the Escrow Agent receives written notification from the NRC that M.I.T. has def aulted on its obligation to carry out decommissioning l-l l

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, activities for one or more of the facilities, the Escrow Agent shall make payments from the Escrow Account as the NRC shall direct, in writing, to provide for the payment of the costs of the required decommissioning activities covered by this agrooment with respect to such facility or facilities. The Escrow Agent shall reimburse M.I.T. or other persons as specified by the NRC from the Escrow Account for expenses for required activities in such amounts as the NRC shall direct in writing. In addition, the Escrow Agent shall refund to M.I.T. such amounts as the NRC specifies, in writing. The amount which the NRC may cause to be withorawn from the Escrow Account with respect to one of the facilities may not exceed the amoant of funds deposited in the Escrow Account to provide financial assistanco with respect to such facility as set forth in 1tragraph 1, above, reduced by all previous withdrawals with respect to such facility. Upon refund, such funds shall no longer constitute part of the Escrow Account as described in i Paragraph 2, above. I The portion of the funds deposited in the Escrow Account to puvida financial assistant for one of the f acilities may be withdrawn from the Escrow Account and returnod to M.I.T. upon the occurrence of one of the following condit:.ons: (1) the Escrow Agent has received a joint notico, in writing, from M.I.T. and the NRC stating that all decommissioning activitioc required by applicable L regulations have been completed with respect to such facility, the licenso has been terminated and the facility rito is available for unrestricted uso for any public or privato - purposo; (ii) M.I.T.

substitutes another form of financial assurance an compliance with  !

the regulations of the_ NRC and with the written consent of the NRC,

• if necessary; (iii) the Escrow Agent receives from the NRC or its i counsel a written acknowledgement that such an escrow is no longer ,

required by law with respect to such facility; or (iv) the NRC and M.I.T._ jointly advise the Escrow Agent in uriting that the funds in -

the Escrow Account deposited with respect to such facility may otherwise be distributed.

5. Irrevocability This agreement becomes effectivo upon acceptance by the Escrow Agent, and will remain irrevocable and in full force and offect until the occurrence of one of the conditions described in Paragraph 3, above, subject to the provisions of Paragraph 8, relating to a Successor Escrow Agent.

6. Powers of the Escrow Acent The only powers and duties of the Escrow Agent shall be to hold the property ir. the Escrow Account and to invest and diepose of it in accordance with the terms of this agreement.

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. i Escrow Account Management The Escrow Agent shall invest and rainvest the principal of the Escrow Account, and such income, designated by M. I.T. , as M.I.T.

shall request in writing and otherwise in accordance with general

, investment policies and guidelines which M.I.T. may commur.icate in writing to the Escrow Agent from time to time. M.I.T. may withdraw securities from the Escrow Account and substitute other liquid investments of the type in which the Escrow Agent is permitted to i t

invest pursuant to this paragraph 6, provided that immeClately after such withdrawal of securities the market value of the Escrow Account is equal to or greater than the total amount deposited in accordance with paragraph 2 above, less any amounts permitted to be disbursed in accordance with paragraph 4 above. Interest earnings shall be paid immediately upon receipt to Massachusetts Institute of Technology pool C custody account #380878 at The First National Bank--of Boston, with advice to Stephen Gorman, Investment Accounting Office, E19-623, 50 Ames Street, Cambridge, Massachusetts 02142, or as M.I.T. otherwise directs the- Escrow Agent. The Escrow Agent shall discharge its duties with respect to the Escrow Account with the care, skill, prudence, and diligence, under-the circumstances then prevailing, tstat persons of prudence, ,

acting-in like capacity and familiar with such matters, would use in the_ conduct of an enterprise of like charactor and with like aims, except thats

a. The Escrow Agent may not invuJt funds in the Escrew Account in securities or other obligations of M.I.T. , or of any other persons or entity known by the Escrow Agent to be an owner or operator of one of the licensed faciliti's, or any person or entity known by the Escrow i Agent to be an af filiate of M.I.T. or such other owner or operator as defined la ' the Investment Company Act of

.1940, as amended (15 U.S.C. 80a-2(a)), unless they are securities or other obligations of the Federal government; and

b. The Escrow Agent is authorized to invest the Escrow.

Account in time or demand deposits only to the extent insured by an agency of the Federal government.

,. Express Power of-the Escrow Agent I

Without in any way limiting the-powers and discretion conferred upon the Escrow Agent by other provisions of this agreement or by law, the Escrow Agent is expreasly authorized and empowered:

a. To register any securities held in the Escrou Account-in its own name and to hold.any security in bearer form or

• in book entry, or to deposit or arrange for the deposit of any secu'rities issued by the U.S. Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the ' cooks and records of the Escrow Agent shall at all time show that all such securities are part of the Escrow Account; 5-

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b. To deposit any cash in the Escrow Account in interest-bearing accounts or savings certificates to the extent insured by an agency of the Federal government;

c. Tc, pay all brokerage commissions incurrod by the Escrow Account.

7. Income For tax reporting and withholding purposes, all income earned in the Escrow Account shall be allocable to M.I.T.

8. bnnual Valuation After delivery has been made into this Escrow Account, the Escrow Agent shall annually, by August 1 of each year, furnish t o M.I.T.

and to the NRC at the address specified in Paragraph 17, below, a statement confirming the value of the Escrow Account. Any securities in the account shall be valued at market value as of June 30 of each year.

9. Successor Escrow Aaent Upon 90 days prior notice to the NRC and M.I.T., the Escrow Agent may resign. Upon 90 days prior notice to the NRC and the Escrow Agent, M.I.T. may replace the Escrow Agent provided that such resignation or replacement is not effective until M.I.T. has appointed a successor escruw agent and this successor accepts the appointment. The successor escrow agent shall have the same powers and duties as those conferred upon the Escrow Agent under this aareement. Upon the successor's acceptance of the appointment, the Escrow Agent shall assign, transfer, and pay over to the successor the funds and properties then constituting the Escrow Account. If for any reason M.I.T. cannot or does not act in the event of the resignation of the Escrow Agent, the Escrow Agent may apply tc a court of competent jurisdiction for the appointment of a successt.c, or for instructions. The successor escrow agent shall specify the date on which it assumes administration of the Escrow Account in a writing sent to M.I.T. , the NP" sad the current Escrow Agent by certified mail no less than 10 days before the change becomes effective. Any expenses incurred by the Escrow Agent as a result of any of :he acts contemplated by this paragraph shall be paid as provided in Paragraph 11 of this agreement.

10. Instructions to the Escrow Aaent; indemnification All orders, requests, and instructions from M.I.T. to the Escrow Agent shall be in writing, signed by such persons as are signatories to this agreement, or such other designees as M.I.T. or the NRC may designate in writing. All orders, requests, and instructions from the NRC shall be in writing, signed by the designees of the NRC. The Escrow Agent shall be fully protected in acting in accordance with such orders, requests, and instructions.

The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change

l or a termination of the authority of any person to act on behalf of M.I.T. or the NRC under this agreement has occurred. The Escrow Agent shall have no duty to act in the absence of such orders, requests, and instructions from M.I.T. and/or the NRC, except as provided in this agreement.

M.I.T. shall indemnifr and hold harm 1w_ ' he Escrow Agent from and against all costs, fees and expense: (including the fees and expenses of counsel to the Escrow Agent) incurred by the Escrow Agent in acting as such pursuant to this agenoment; provided that the Escrow Agent shall give M.I.T. prior notice of its intent to incur costs in excess of compensation allowed under Paragraph 11; and provided further that M.I.T. shall not be responsible for such costs, fees and expenses caused by the willful misconduct or negligence of the Escrow Agent.

11. Comoensation and Expenses of the Escrow Acent The fees of the Escrow Agent for its services in the es'.ablishment and administration of the Escrow Account and the type and/or amount of expenses to be incurred by the Escrow Agent and reimbursed by M.I.T. shall be set and may be adjusted from time to time by mutual agreement of M.I.T. and the Escrow Agent, and are payable by M.I.T.

at the time of the execution of this agreement and annually thereafter.

Expenses of the Escrow Agent for the administration of the Escrow Account, the compensation of the Escrow Agent for services subsequent to the establishing of the Escrow Account, and all other proper charges an1 disbursements shail be paid directly by M.I.T.

12. Amendment to this Aareement This agreement may be amended by an instrument in writing executed by M . I . T . and the Escrow Acant provided that M.I.T. has given 30 days prior notice to the Escrow Agent and the NRC and the NRC has not objected by written notice delivered to the Escrow Agent.

13. Termination This agreement can be terminated by written notice of termination to the Escrow Agent pursuant to Paragraph 3 above signed by M.I.T.

and the NRC or by the NRC clone.

14. Interpretation This agreement constitutes the entire agreement between M.I.T. and the Escrow Agent. The agreement shall be governed by the laws of The Commonwealth of Massachusetts, and by the rules and regulations of the NRC.

15. Acceptance of ADoointment by Escrow Acent The Escrow Agent does hereby acknowledge its appointment by M.I.T.

to serve as Escrow Agent for the Escrow Account created under this l

agrooment and agrees to carry out its obligations and duties as stated in this agreement.

16. Severability If any part of this agreement is invalid, it shall not affect the remaining provisions that will remain valid and enforceable.

17. Notice If any notice or communication is required to be given hereunder it shall be deemed given if in writing and mailed by certified or registered mail, postage prepaid, return receipt requested:

If to Escrow Agent: The First National Bank of Boston Blue Hill Office Park Mail Stop 45-02-15 15 Royall Street Canton, Massachusetts 02021 Attention: Corporate Trust Division (1990 M.I.T. Escrow)

If to M.I.T.: Massachusetts Institute of Technology 238 Main Street, Suite 200 Cambridge, Massachusetts 02142 Attention: Mr. Allan S. Bufferd Treasurer's Office If to NRC: U.S. Nuclear Regulatory Commission Washington, D.C. 20555 WITNESS the execution hereof under seal as of the last date below written.

The First National Bank of Boston Massachusetts Institute of Technology ,

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Name J.E. Mave,'b Name William R. Dickson Title senior vice President 4 f Title Authorized Officer Date / 2*/50/ Date t: O :}tR 5f? &' l 9 9 l C

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M. FeingoM Notary PubHc

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- The Commonwealth of Massachusetts Suffolk, Os. Date: , 1991 Then personally appeared the above named

, being an Authorized Officer of The First National Bank of Boston, and acknowledged the foregoing to be the free act and deed of The First National Bank of Boston, before me Notary Public My commission expires:

The Commonwealth of Massachusetts Middlesex, ss. Date: December 4, , 1991 Then personally appeared the above named William R. Dickson , being the S e n io r Vice President of Massachusetts Institute of Technology, and acknowledged the foregoing to be the free act and deed of said Massachusetts Institute of Technology, before me d '

Notary'Public' My commission expires:

Paul H, Quinn, Notery pubik My Commission Expires October 21,1994 l

Soecimen Certificate of Events The First National Bank of Boston Blue Hill Office Park Mail Stop 45-02-15 150 Royall Street Canton, Massachusetts 02021 Attention: Corporate Trust Division (1990 M.I.T. Escrow)

Gentlemen:

In accordance with the terms of the Amended and Restated Escrow. Agreement with you dated , 1991, (the

" Agreement") I, , of Massachusetts Institute of Techonlogy ("M.I.T."), hereby certify that the following events have cec:rred:

1. M.I.T. is required to commence the decommissioning of one or more of the facilities listed on Exhibit A attached hereto (hereinafter called the decommissioning).

2. If required, the plans and procedures for the commencement and conduct of the decommissioning have been approved by the United States Nuclear Regulatory Commission, or its successor, on (copy of approval attached).

3. M.I.T. has adopted the attached resolution authorizing the commencing of the decommissioning.

4. The amount to be withdrawn by M. I.T. from the escrow account is S , which amount may be withdrawn pursuant to, and has been specified in accordance with the requirements of, Section 4 of the agreement.

(Title of authorized of ficial)

Date: _

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