ML20099H936
| ML20099H936 | |
| Person / Time | |
|---|---|
| Site: | Calvert Cliffs  |
| Issue date: | 08/18/1992 |
| From: | BALTIMORE GAS & ELECTRIC CO. |
| To: | |
| Shared Package | |
| ML20099H939 | List: |
| References | |
| NUDOCS 9208200003 | |
| Download: ML20099H936 (47) | |
Text
.
o i
_i.
DECOMMISSIONING 1 LAN FOR TIIE CALVERT CLIFFS INDEPENDENT SPENT FUEL STORAGE INSTALLATION (ISFSI)
REVISION 1 Italtimore Gas & Electric Company Docket No. 72 8 (50-317 and 50 318)
AUGUST 18,1992 h
9208200003 920010
_PDR ADOCK0500g7 Y
~
)
TAllLE OF CONTENTS SECflON TITI,E PAGE I
Introduction 1
11 General Description 1
Ill Decontamination 3
IV Residual Radioactivity and Activation Analysis 5
V Decommissioning Cost Study 5
VI Funding for Decommissioning 8
VII References 9
Appendix A Trust Agieement 1
il
.7 -
DECOMMISSIONING PIAN FOR Tile CALVERT CLIFFS ISFSI 1.
INTRODUCTION Based on the requirements specified in 10 CFR 7230, Baltimore Gas and Eicctric Company (BG&E) is submitting its decommissioning plan for Calvert Cliffs Indepealent Spent Fuel Storage Installation (ISFSI). Additionally,information indicating how reasanabb assurance will be provided that funds be available to decommission the facility is addressed in
&ction VI of this report. Baltimore Gas and Electric Company procured the services of TLG Engineering, Inc., to prepare the revised decommissioning cost estimation. TLG Engineering is located-in Bridgeport, CT and has performed nurr2rous nuclear decommusioning cost estimates.
Baltimore Gas and Electric Company began commercial operatian of the Calvert Cliffs Nuclear Power Plant, Units 1 and 2 on May 8,1975, and April 1,1977, respectively. Since then, these two 2,700 MWT units have generated millions of KWH in a safe and reliable manner. In so doing, these units have discharged more than 1,350 spent fuel assemblies.
These assemblies are currentlystored in a common storage pool.
In order to provide spent fuel storage until the Department of Energy (DOE) begin-to accept title to spent fuel under the requirements of the Nuclear Waste Policy Act (NWPA) of 1982, as amended in 1987, BG&E has chosen the NUHOMS-24P ISFSI to be used on the Calvert Cliffs site for the purpose of providing a safe interim storage for irradiated fuel assemblies. The layout of the ISFSI on the Calvcrt Cliffs site it, shown on Figure 1. The NUHOMS-24P system is described in detail in Reference (1).
This decommisioning plan includes sections on the general description of the ISFSI, the major technical issues and actions associated with decommissioning Calvert Cliffs ISFSI, decontamination issues, residual radioactivity concerns, a decommissioning cost study, and l
the financial plan for funding the decommissioning-related activities for the Calvert Cliffs ISFSI.
II.
GENERAL DESCRIPTION OFINSTALIATION General Description Despite DOE's obligations under the NWPA of 1982, as amended, to begin accepting fuel on January 31,1998, BG&E's arrent best estimate for the caniest date for DOE to meet that cMigation to receive spent fuel for permanent disposal is the year 2010. He provision in the licer se application for 120 horizontal storage modules (HSMs) will provide the storage capacity needed to carry Calvert Cliffs to the end of its currently licensed operating life.
should that additio wI storage be required. He ISFSI will be decummissioned when the NRC terminates the acilitylicense.
The ISFSI provides horizontal dry storage of irradiated fuel assemblics in a concrete module.
He principal components are a concrete HSM and a stainless steel dry shielded canister (DSC) with an internal basket which holds the fuel assemblies. Each HSM contains one DSC 1
and each DSC contains 24 fuel assemblies.
The initial phase of construction includes 48 HSMs. Additional modules can be added as l
required on separate foundations without impact to the preceding or subsequent modules.
i Analyses for atructural and foundation requirements provide for constructing modules in a 2x6 array. The Igout of the ISFSIis shown on Figure 2.
i 1
l
DEC0515flSSIONING PIAN FOR TIIE CAINERT CLIFFS ISFSI L
In addition to these primary components, the Calvert Cliffs ISFSI aho requires transfer equipment to move the DSCs from the spent fuel pool (where they are loaded with spent fuel) to the I{Shis where they are stored. His transfer system consists of a transfer cask, a hydraulic ram, a truck, a trailer, and a cask skid. This transfer system will interface with the existing Calvert Cliffs spent fuel pool, the new cask handling crane, and the site layout (i.e., roads and topography) and will be controlled by procedural requirements.
i ne NUllOhtS-24P system provides safe interim storage for irradiated fuel assemblics. The fuel assemblies are confined in a helium atmosphere by P stainless steel canister. The dry shielded canister (DSC) is protected and shielded by a massive concrete horizontal storage module (liShi). Decay heat is removed by thermal radiation, conduction and convection from the canister to an air plenum inside the concrete module.
E flows through this internal plenum by natural draft convection.
The DSC containing 24 irradiated fuel assemba.. E ' aferred tes.a the spent fuel pool to the concrete module in a transfer cask. The cask is precisely aligned and the DSC is then inserted into the module by means of a hydraulic ram.
The NUllOh!S-24P system is a totally passive installation tht is designed t: provide shielding and safe confinement ofirradiated fuel. The DSC an' i have been d. signed to withstand certain accidents, such as tornados, earthquake-
. ding, cask drops, DSC leakage, and blockage of the air inlets and outlets of the llSht.
The fuel assemblics to be stored in the ISFSI are located in the Calvert Cliffs spent fuel pool and were irradiated only in the Calvert Cliffs reactors. Twenty-four fuel assemblies are stored in each DSC, and one DSC is stored in each concrete module. The license application requested a license to construct and opertte a total of 120 modules (2,880 assemblies).
These modules will be built incrementally, as needed, to match BG&E's requirements for additional storage. Operation of the facility will continue for up to 20 years under the initial license and continue under license renewal, as necessary, until permanent facility is available for spent fuel storage. As defined in Table 1.2-2 of Reference (1), the service life of the facility is expected to be a minimum of 50 years.
Prir{ipil Site Characteristics The ISFSI is located on the Calvert Cliffs Nuclear Power Plant site near Lusby, Atarylanc Baltimore Gas and Electric Company owns and operates two 2,700 htWT nuclear generating units on the Calvert Cliffs site. The ISFSI is located outside the protected area, but within the owner controlled area approximately 1,300 ft. west of the plant's switchyard.
Principal Desien Criteria The principal design crb 'ria and par. "ters for the Calvert Cliffs ISFSI are shown in Table 1.2-1 of the Updated Safety Analysis Report (Reference 6). A detailed description of l
the criticality safety, shielding, structural, and decay heat removal features of the storage
~'
system is also presented in Reference (6).
2
[
h
})fCOMMISSIONING PLAN FOlt TIIE CAINEllT Cl.lFFS ISFSI Operatine und Fuel llandling. Systems he rnajor operating systems of the ISFSI are those iequired for fuel handling in the Auxiliary Building and transport of the transfer cask and DSC from the spent fuel pool to the ISFSI. De majority of the fuel handling operations invohing the transfer cask, which take place in the Auxiliary Building (i.e., fuel loading, drying, trailer loading, etc.) utilize standard techniques at Calvert Cliffs for spent fuel shipment. The remaining operations (canister seal welding, transfer cask.IISM alignment, and DSC transfer) are unique to the ISFSI.
Safetv Features The principal safety features of the ISFSI are inherent in the design of the DSC and the IISM. These safety features include protection of the spent fuel from the consequences of extreme environmental phenomena, redundant DSC closure welds to ensure containment, and a range of operational design features to maintain occupational doses ALARA.
Additional details of the safety features of the NU110MS-24P System are presented in Section 1.2.4 of Reference (1).
Radioactive Waste und Auxilian Systems A minimal amount of radioactive waste is generated during normal storage operations and, because of the passive nature of the ISFSI, no auxiliary systems are required for storage. The DSC Vacuum Drying System, used during initial canister closure operations, is an auxiliary system which pumps contaminated water from the DSC to plant processing systems or back to the spent fuel pool. It is also used tc, evacuate the DSC and oackfill it with helium. The existing Calvert Cliffs Auxiliary Building processing systems are used to handle water and gases which are drained and vented from the cavity of the DSC during the drying process.
III.
DECONTAMINATION 10 CFR 72.130 provides criteria for decommissioning. It requires that considerations for decommissioning be included in the design of an ISFSI and that " provisions must be made to facilitate the decontamination of structures and equipment,- minimize the quantity of radioactive wastes and contaminated equipment, and facilitate removal of radioactive wastes and contaminated materials at the time the ISFSI is permanently decommissioned. The activities associated with decontamination are discussed below for two time periods at decommissioning and normal operation.
At Decommissionine As the DSC end plates are scaled by separate redundant closure welds, there will be no decontamination of the exterior surfaces of the DSC or the HSM required at the time of decommissioning. These redundant closure welds help prevent any escape of radioactivity from the DSC.
l 3
I j
I)ECOMMISSIONING' PIAN FOlt TIIE CAINEllT Cl.IFFS ISFSI
.4 Depending on economic and regulatory conditions at the time of decommissioning, the DSC could be returned to the spent fuel pool, cut open, and the spent fuel assemblies repositionad into storage racks. The irradiated fuel assemblics would then be loaded into certified transportation casks for shipping to the repository. After the DSC interior is cleaned to remove loose contamination, the DSC could then be disposed of as low level waste or possibly even as scrap.
The current design of the NUHOMS system is based on the intended eventual disposal of each DSC fo!!cwing fuel removal (if required). However, it is also possible that the DSC shell/ basket assembly could be reused. Such an alternative would be dependent on economic and regulatory conditions at the time of fuel removal (Reference 1). The decommissioning cost estimation is based on the assumption that the DSC will be disposed of as a contaminated waste.
Normal Operation To prevent exterior contamination of the DSC by spent fuel pool water during DSC loading,
- the annulus between the DSC and the transfer cask will be filled with clean demineralized water and then sealed with a mechanical seal and/or suitaole tape gior to placing the DSC and the transfer cask into the pool.
After decontamination cf the outer surface of the transfer cask, the water in the annulus will be drained and sampled for contamination. Also, the exterior surface of the DSC will be checked for smearable contamination to a depth accessible by hand. If no unacceptable contamination has been found, the DSC exterior will be presumed clean. The DSC exterior surface will be shown to be within the contamination limits of the proposed ISFSI Technical Specifications in Section 10.3.2.6 of the Updated Safety Analysis Report prior to moving the l
DSC and transfer cask from the Auxiliary Building. By minimizing the contamination of the DSC, the potential for contaminating the internal surfaces of the HSM will be kept to'a minimum.
Within the Auxiliary Building, c': contamination of equipment will be required for the transfer cask and yoke exterior surfaces, the top surface of the DSC, shield plug, and for tools whEh may become contaminated during DSC drying and scaling operations.
Decontamination of the transfer cask exterior after removal from the spent fuel pooi will be performed in the Auxiliary Building Cask Washdown Pit. The transfer cask will be manually decontanuaated using detergents and wiping cloths before removal from the Auxiliary Building. The DSC top shield plug will be decontaminated in the same manner prior to being seal welded to the DSC body.
Contaminated tools will be cleaned using existing plant procedures and facilities.
l Based on the above, decontamination will be an ongoing activity during normal operation and should be very limited during decommissioning of the ISFSI.
4
DECOMMISSIONING PIAN FOR Tile CALVERT CLIFFS ISFSI IV.
- RESIDUAL RADIOACTi\\TlY AND ACTIVATION ANALYSIS The NRC's Safety Evaluation Report (SER) for the N_UIIOhtS Topical Report (Page 11-4) states that the pnmary reason for requiring a clean exterior surface of the DSC ts to reduce the total amount of activity available as a source of potential contamination for the IISh!
interior. If the DSC exterior is initially below the contamination guidelines given in the proposed Technical Specification (Section 103.2.6 of the Updated Safety Analysis Report, Reference 6), contamination of the IIShf interior will be much lower than these values.
'Rerefore, the surface contamination levels of the 11Sh1 are limited to levels which at much less than the initial DSC surface levels. Ilowever, there will be neutron activation of the 11Sh1 building material at the time of decommissioning due to the neutron Dux emanating from the DSC.
Neutron activation of the llShi(Reference 5)will require removal ofinterior portions of the concrete walls and structural steel, and the disposal of this material at a low-level radioactive waste (LLRW) facility. Based upon current NRC guidance regarding the decommissioning of concrete, components and stiuctures (Federal Register Vol. 57, No. 74, April 16,1992, Notice 133S9), neutron. activated regions of the IISM will be removed (up to six inches of the inside surface) so that the exposure rate is less than five microroentgen per hour above natural background at one meter. This neutron-activated debris will be transported to a LLRW facility for disposal. The balance of the IISM will be demolished and disposed of in a non-radioactive, conventional manner.
V.
DI: COMMISSIONING COST STUDY The following assumptions were used in the decommissioning cost study for the Calvert Cliffs ISFSI:
1.
Cost estimate is given in 1992 dollars. Escalaion will be added as required; 2.
Power block structures have been dismantled prior to the decommissioning of the dry storage facility. The site will have been cleared with only the dry storage facility remaining.
As such, the work force to accomplish the Jecommissioning, e.g., engineering, health physics and general labor, is assumed to be either subcontracted or acquired from other BG&E facilities.
3.
Disposal costs-for low-level waste disposal are based upon arrent rates, and surcharges, at the Barnwell Low-Level Waste Disposal Facility.
4.
The spent fuel assemblies are assumed to be removed from the DSC.
5.
The DSCs, DSC support rails and DSC transfer supports will be activated to levels requiring their disposition as low-level waste. Metallic components will be sectioned onsite to increase packaging efficiencies and provide a reduction in the overall volume designated for disposal.
6.
The dry shielded canister steel will be segmented onsite and packaged into low specific activity (LSA) boxes specially desigtv J to handle very heavy loads. The LSA waste from the DSCs are assumed to be packaged to a density,f 200 pounds per cubic foot, excludire; the weignt and volume of the LSA box itself.
5 a
i DECOMMISSIONING PIAN FOll ~.IIE CAINEllT CUFFS ISFSI 7.
Special aggregate stone was us d for the ISFSI concrete in order to attain a specific concrete density. It is assumr d that this aggregate is not sufficiently different in its trace element contents so as to cause significantly greater than normal neutron activation.
8.
Decontamination, and release, of the HSM for conventional demolition can be accomplished with the removal of the inner six inches of concrete.
9.
He activated concrete from the inner surfaces of the IISMs will be removed to a depth of six inches using wall sawing to create kerfs from which the one-foot square blocks will be pried from the wall. Rese blocks will be packaged into special high weight capacity ISA boxes; the as-poured removal volume will expand by 207c to account for packaging inefficiencies and the burial volume of the LSA package itself.
10.
Baltimore Gas and Electric Company will provide health physics support over the duration of the decontamination program. The mility will also provide security for the site. The security presence will be reduced, once the license for the facility has been terminated, to a single watchman. This is necessitated by the potential danger from the explosives stored onsite during the demolition phase of the program.
11.
There is a $100,000 per year allowance for onsite radioactive waste water processing;
.uch costs include filtration / demineralization, solidification, packaging, shipping and burial.
12.
This estimate assumed the availability of part-time BG&E personnel for such activities as OA, licensing and environmental monitoring.
13.
Staff costs were based upon utility salaries representative of the northeast,i.e.,1992 salaries.
14.
The program schedule contains allowances for NRC-required confirmation surveys in support of the release of the dry storageiacility and the termination of the Part 72 license.
15.
Insurance and tax costs are not included in the cost estimate.
16.
Sales tax, permits, perfoimance bonds and any builders' risk insurance costs are excluded; 17.
Contract limit line for this project is 2.0 ft inside the inner security fence; 18.
Site to be filled to level grade and re-seeded; 19.
Union skilled laborers, operators and teamsters will be utilized on a subcontract basis.
The following cost estimate was based on decommission of all 120 proposed HSMs. If not all the proposed IISMs are built prior to decomraissioning the ISFSI facility, this cost estimate would be less than that indicated.
The following table summarizes the demolition cou study for the ISFSI.
6
7
.y m..-
m s
< c
' DECOMMISSIONING PIAN FOR TIIE CALVERT CLIFFS ISFSI
,- f 95 t
4
- DECOMMISSIONING COST ESTIMATE IN 1992 DOLIARS CALVERT CLIFFS ISFSI' i
COST $t. sea 47 8
I I DeCen tenove.
Patta te shie eury other Contineency Total t
.......CC$ t ACT l.vi fVDtSta.........................,.......g.....$.........$............$........3.........$........$..........8
.........s t s Pfees
'l Co
' 'r
- pmSt e: Plannine (durine tiset shlesent period) 1 s
I Irrite AClivity SMClllCations' 4
- enti Sastne i
St$.tes
. 83.640 -
$ t5. 644
. Orill 6 Stall 1
S te.300
$ 1. 5 30
. 199.730 -
tuttime/eeneline tentaeanstee Steel t
513.5ee 53.640 -
its.64e e
PaCESeine LSa nelle i
Ste.3e8
. 84.530
$ t t.730 -
6 erite Detalled Precedures
-t
= mall Seetne t
$10. 400
$3. 060 -
$33,444 :
Dritt 6 Sealt 4
$ 15.34e
$3.293
$ t7. 999 Cuttimettendigne Contasenated steet i
528.480
$3.066 -
533.4ee -
Pectaetne LS4 unste I
$ 19. 34e
$3.299 857.5e9
. Sa f e ty - - -
t
.S27.2ee S4.000
$31.200.
. aediatten Protettless t
527.300 S4.944
$39.344.
I tevise Decomelsel.nine plan '
a-
$103.000
$15.300 Sit?.384 I
soft; as/ enetneertne af ter the start of eeCasalssionene i elli De provided cet Blte 65 Ifte SCht st4f f.
l i
Precure igulement '
t
$43.6e4 36.373 544.878 i
. PreLSt li DDCentaalmstlen med Liten54 Tere 4R$tlen '
I t
38to CharacteriIstion -
4'
$44.431
$7.32$
Ste. IS$
1 aeanve 6 Diseese of try Shielded Ctaistert t
$43.338
$483.373 $27e.244 $3.627.699
$1.013.787 59.463.677 4
unal, Sag and reeve laner gettate of pea 8 i $t R e45
$478.e64 $343.435 $$.e49.343
$1.447.544 $7,617,768
'i
. License terminellen Surway '
f Se t.344 S13.2e4
$43.993 i
- 46ditl9ast Seet Oncontaminetten -
8
$4.141
$3.313 S t.83 4 F73.344 S31.73e Stes.ees -
4 t
' CS assectetet Lalwt84 lies verif tettee Survey. i
$14.3T7
$ 3. 443
$ 14.7 94 8
teralne t
...........te to..Ua. 72.tlCense -.................................
540.000...........
56.130..... See.sae Phase t Wdl$ttlhuted Ce818 1
1
. Deatte PMrstCs Suselles
.I 135.003' 53.294 -
S48.293 e t gelne/CCI4/ teeiinese tC. -
4
$20.see 13.000
$33.see Decentestnetten Equiesent '
l 315.ees 53.250 8i7.354 Of fice trailer tental 1
$4.000
-33.030
$7.331 Olsessel of One seste :
I S t.145
' $$43
$36.644 S4.071
-. $35.369 PeavT Eeulement tental ;
i
$47. t f7 - $13.064 - S tee.149 4
- Cuttine toutement I.
_ $170.6e4
$3$.390
$ 196.198 sescleaf Lise444ty tasurance 4
- none erecerty fases 6
none Plant energy eveneet t-
~ St,see
$150 S t. IS$
p4C Peas t
- 3 4.454
$14.149
$ tee.677 '
SC&t Glaf f I
S3$l.444 -
$434.157
- e eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee....eeseeeeeeeeeeeeeeee.$.43.
.eeeeeeeeeeeee s PmSt 3; Deanittlen and lite testoration 1
1 Doestitien et Concrete -
t-31,477.000 3348.590 $2.954.85e t
teneva tweete -
1
- $93.000
$ 13.000
$ 105,488
.I Crese and landscape site I-
$38.000 S4.300
$33.304 4
Final te
..........sor t to u c....................... 4;............................................313.6e0......
$.3.440.........
$ 13. 644 Phase 3 tsWilstributed Costs 6
t Aleetne/teellnerete.
4
$20.000 53.0e0 523.see Of flCe frailer tental i
Sa.279 S t.243 - --
19.534
. tsawy foulement tental
-4.
.8131.444
$ t4. 354 1839.449 sesclear 4444tlity tasurance 1
- none preeer ty taset -
6 none
- Plant enerey eudoet i
,,,$ tSe '
S t. ISO S t. 000
. eG8 Stall l'
.......-essees
$176.411
$44.322
$114.333 e
eeeeeeses eseeees........ esseeeeee seeeeeees see ee e ee e.
-I S I M,206 82.859. 330 $ 3,14$.asa $564.387 $4.816.20 S t.927.see $3.077.743 $ 17.747.303,
a t
7 4
DECOMAllSSIONING l'IAN FOR TIIE CALVERT CLIFFS ISFSI i
VI.
FUNDING FOR DECOMMISSIONING In accordance with 10 CFR 72.30(b), the Calvert Cliffs ISFSI decommissioning funding plan is based on a site-specific cost estimate for the decommissioning of the Calvert Cliffs ISFSI in order to determine the appropriate amount of assuring the availability of adequate funds for the decommissioning of the ISFSI. The Calvert Cliffs ISFSI site-specific decommissioning cost estimate, as noted in Section V, is $17,747,502 in third-quarter 1992 dollars. This cost l estimate v.1h be adjusted annually for inflation based on the NRC adjustment factor specified in 10 CFR 50.75(c)(2).
An external sinking fund, as described in 10 CFR 72.30 (c)(5), has been established in which to set aside funds on a periodic basis over the term of the ISFSI operating license. _ Annual deposits of $887,375 in 1992 dollars (calculated below) will be contributed to the external sinking fund. In September or October 1992, BG&E intends to file with the hiaryland Public Service Commission (h1PSC) to allow decommissioning costs to be recovered from its customers. The initial payment to an external sinking fund will be made before the end of 1993, following MPSC's action on our rate request. The Calvert Cliffs ISFSIis scheduled to begin accepting fuel in November 1992. The schedule for the initial payment to the sinking fund is consistent with the guidelines outlined in Regulatory Guide 1.159 (Reference 7). The annual deposits will be updated every five years (at a minimum) to reflect any changes in the underlyiag cost estimate due to inDation or any other site-speciDe factor. The Company's ISFSI decommissioning trust fund, along with the decommissioning trust funds associated with Calvert Cliffs Units 1 and 2,is held in trust by First National Bank of Maryland, a national banking association. A copy of the existing trust agreement is attached in Appendix A.
Calculation of Annual Deposit to be Made to the ISFSI Decommiuionine Trust Fund -
Decommissioning Cost Estimate in 1992 Dollars 17,747,502 Term of License (1992 - 2012)
+
20 Years Required Annual Payment to External Sinking Fund S
887.375 t
8
i DECOSthflSSIONING PIAN FOlt Tile CALVERT CLIFFS ISFSI 1
4 VII.
REFERENCES 1.
Topical Report for the NUTECl! Horizontal Modular Storage System (NUHOMS-24P) for Irradiated Nuclear Fuel, NUH-002, Revision 1 A, July 1989 2.-
_C_a' vert Cliffs Independent Snent Fuel Storage Installation Environmental Report.
.i Baltimore Gas and Electric Corapany 3.
Termination of Operating Licenses for Nuclear Reactors, Regulatory Guide 1.86.
June 1974 4.
U.S. Nuclear Regulatory Commission, Office of Nuclear Material Safety and i
Safeguards, Safety Evaluation Report Related to the Topical Report for the NUTECH Horizontal Modular Storage Sptem for Irradiated Nuc! car Fuel NUHOMS-24P submitted by NUTECH Engineers,Inc., April 1989 5.
Pacific Nuclear Feel Senices, Inc. Report (No. BGE-01-118) on Induced Radioactivity in the Calvert Cliffs NUHOMS ISFS1 Horizontal Storage Module, Revision 0, April 1990 6.
Updated Safety Analysis Report for Baltimore Gas and Electric Company's Calvert Cliffs Independent Spent Fuel Storage Installation (ISFSI) 7.
U.S. Nuclear Regulatory Commission Regulatory Guide 1.159, " Assuring the Availability of Funds for Decommissioning Nucicar Reactors," dated August 1990.
9
k 4",AF--
b sa,.s
-.a Aa<
e j
t --.
E q j"!.
ni
!!,id ii I
i l I
.t i
l!.I!!!! '.:..!.'!':!!!.l.I".!! l! ,l !' '!!,.. !! -
i fi m
" h ye
}
il
,l
,n I
=
'i) e I,Ill I
,i s w w a s i
L
@!j a m 4
cl' i ". _
- k i
e lt
(
AIi
- de j
l., dil r ll iF l My j
}
gy Lat i
k I
. A'i p
~,
.a
+.
n
{
..6 N
j}llglf A
I aN D
-m te d VM-l l
l'
-- a e--
1 '
J 9
.*i
., j -
g
. i.-
7-r
' - s-l l
-l 6
T N
6 J.
J.
p-t t
g 13 l~
l 8
1 l
i l
d I
- (
[
.6 o
Y
/
I t
a i
h t
I[
"1
]sN I
.i. s c
- a.. m Mi<se 'is I
-N
- "FrM"'5"*BI 4TRJT a
h h
I
't([
t i
-- h
-h I-w
,rs w
J
\\
t
[
I
( s <-
e 8
+
s s
g y
> g.g.A.
A 7,
a I
1 li I
j gg
- - l ;
1 II-r*
- 25 6
-Ji
-gi l
I f
4 b
'l l
lh j
[
}I
!III
,, ~
~
_I~4
-. Se s'
Appcndix A 1..
s
~
.b.-
+
e w +ee em; e;.
J...
e e
'w =
p'==
s
- ws+
J sea
..mpe m -=. -, sc w *
.21 ? ** * *
"T..***
17 %
m,
,,,. ft en *A.o e.
'M,4 *
..w.
=+v-
-'** *"eIS N O e dP
's
..W N*"'=41&&Je
= d.Y '
=
- w as e
..w, BALTIMORE GAS AND ELECTRIC COMPANY
~
MASTER DECOMMISSIONING TRUSTAGREEMENT ^
FOR INDEPENDENT SPENT' FUEL STORAGE' INSTALLATION
~AT THE CALVERT CLIFFS NUCLEAR POWER PLANT
~
4 d
er k
-,,2.,a
.. + * * *- -, *.
,, ; 7 -.
--,,- % w.2
=
- p. - - * -
- r2
. ~. me
..r --
m 4e=eae a4=-
e, one me -.
ge-
.Se e e-.w..e + -,p. e-ge e
-g-
- 1.
e I
i i
n
~,
g.
-TABLE OF CONTENTS g
ARTICLE I--DEFINITIONS 1.1-De f i n i t i o n s....................................................... 2
-ARTICLE-II MASTER TRUST PURPOSES AND NAME 2.1 Master Trust Purposes............................................. 5 2.2
- Es tabl i shment o f Mas te r T rust..................................... 5 2.3 Accept ance o f Appoi n tment......................................... 5 2.4 Name of Master Trust.............................................. 6 ='
2.5 Delive ry and Interpreta tion of 0rders............................. 6 2.6 No Authority to Conduct Business..................................
6 2.7 No Transferabil i ty of Interest in Master Trurt.................... 6 ARTICLE-III CONTRIBUTIONS AND. SUBSEQUENT ADJUSTMENTS 3.1 Contributions to Master Trust.....................................
7 3.?--
Sub s e quent Adj us tmen t s..........!...............~..................'.'7 '!!.-
ARTICLE IV TRUSTEE'S INVESTMENT POWERS 4.1 Gene ral Inve stmen t-Powe rs......................................... 8 (a)
Investment Guidelines.......................................
8 (b)
Investment _of. Master Trust..................................
8 (c)
Management of Master Trust..................................
9 4.2 Estimates of Liquiaity............................................ 9 4.3 Liquidation of. Fund Investments................................... 9 41 '
4.4 Temporary Investments.'.........:.-..'...~...........~...............~.. 92 % r
~
~~
ARTICLE V AUTHORIZATION TO DIRECT INVESTMENT.
BY INVESTMENT MANAGERS 5.1.1:
Appointment of Investment Manager (s).............................
10 5.1.2 Daties of Trustee..............
................................. 11 5.2.1 Direction by Investment Manager (s)...............................
11 5.2.2 Su p e rv i s i on by C omp any........................................... 12 5.2.3 Liability of Trustee.............................................
12 5.2.4 '
' Trustee's Duties _Upon Resignation of-Investment Manager.............................................
13 ARTICLE VI DISTRIBUTIONS-6.1 Payment of Decommissioning Costs.................................
13 6.2-Payment of Expenses of Admini stration............................ 13 6.3 Fees
........................................................... 14 6.4 Liquidation of Investments.................
..................... 14
A
- II -
ARTICLE VII VOTING OF SECURITIES HELD IN TRUST 7.1 Voting of Securiti es Held in Trust............................... 14 ARTICLE VIII GENERAL POWERS OF TRUSTEE 8.1 General Powe rs o f Trustee........................................ 15 (a)
Registration of Securities..!.............................. 15 ~
(b)
Coll ection o f Money and Property........................... 15 (c)
Extension of Obligations; Negotiation of Cl aims and Legal Proceedings............................. 15 (d)
Employment of Professional and Emp l oye e Se rv i c e s........................................ 15 (e)
Del egation o f Mini steri al Powers........................... 16 (f)
Powers of Trustaa to Continue Until Final Di stribution................................. 16 (g)*' Discretion in Exercise of Powers...........................
16 8.2 N o I mp l i e d 0 u t i e s................................................ 16 ARTICLE IX TRUSTEES
~
9.1 Au th o ri ty o f Tru s t e e............................................. 17 9.2.1 Acccunting and Reports...........................................
17 9.2.2 Exceptions to Reports by Company..................................17 9.3 Tax Returns and Other Reports....................................
18 9.4 L i a b i l i ty o f T ru s t e e............................................. 19 9.5 C e r ti fi c a t i o n s................................................... 20 9.6.1 Removal of Trustee by the Company................................ 20 9.6.2 Designati on o f Successor Trustee................................. 21 9.7 Resignation...................................................... 21 9.8
. Exoneration From Bond......................................... 3. 222, -
ARTICLE X -TERMINATION 10.1 Termination o f Master Trust in General........................... 22 10.2 Distribution of Master Trust Upon Termination.................... 22 ARTICLE XI AMENDMENTS TO AGREEMENT 11.1 Amendments to Agreement..........................................
23 ARTICLE XII MISCELLA."EOUS 12.1 Governing Jurisdiction...........................................
23 12.2-Headings......................................................... 23 12.3 P a r t i c u l a r Wo rd s................................................. 2 4 12.4 Delivery o f Noti ces Under Agreement.............................. 24 12.5 Successors and Assigns...........................................
25
n
[f 1
( ',.
t
.sIII'm d.,
Severabil i ty ' o f Prov1'sica s....................................... 25 '
' 12.6 i
F i s c al Ye ar...................................................... 2 5 r
- i 12.7-12.8 Authorization _ _to Act ~ on Behal f of the Company.................... 25
- 12.9.
Bank Holidays.............................................
...... 26 EXHIBIT A.
. CERTIFICATE
- w.
w,--
, = -s-
.. _.. g ; p;. ~
~.L.*
.,s
[
\\
. -+..
s s-
\\
1
.. ~,.
~
~'
. ',.".. ? ;" -
~..'M*2***,'M
..... ~.z w
... c. s -- --.,,,
- * ?;&
. wm y,
~
- t l'
5 b
- i.... + -
l 7
MASTER DECOMMISSIONING TRUST. AGREEMENT THIS HASTER DECOMMISSIONING TRUST AGREEMENT, made as of this 9,'A - day of July, 1930, effective on July 1,
1990, by and between Baltimore Gas-and Electric Company, a Maryland corporation (the " Company".)_ a._n,d_,--
g__
The First National Bank of-Maryland, a national banking associationEhaving.
trust powers (the " Trustee").
P_E[ITALS OF THE COMPANY WHEREAS,.the Company is in the process of constructing an independent spent fuel storage installation ("ISFSI"), at the Calvert Cliffs Nuclear Power Plant which it owns and operates, which will temporarily store
~
'~
spent fuel generated by the Plant; WHEREAS, the Company is subject to regulation by the Public Service Commission of Maryland (the "PSC") and to certain regulation by the Nuclear Regulatory Commission (the "NRC");
WHEREAS, NRC regulations require the Company to provide financial L,
assurance.for-the -decommissioning expenses of the ISFSI.by July 26, 1990 %
~' ~.
WHEREAS, it is anticipated that the PSC will permit the Company to include in its cost of service for ratemaking purposes certain amcunts in i
order to provide monies for decomissioning expenses associated with the d
ISFSI; WHEREAS, the Company wishes to establish a Master Trust for the in :stment of funds for decommissioning the ISFSI, which funds may be divided into separate investment accounts managed by one or Gre investment managers designated in accordance with this Agreement; l
ILECITALLOF TRUSTEE WHEREAS, The First National Bank of Maryland is a national banking association with trust pow rs; and WHEREAS, The First-National Bank of Maryland is willing:to serve
~
~
~
as.trustec to the Master Trust on the terms and conditions herein set-forth.i NOW, THEREFORE, in consideration of ~the amutual _ promises..herein contained, the Company hereby agrees to deliver to the Trustee aad the Trustee hereby agrees to receive contributions of monies to the Master Trust within 90 "
<%ys of when the ISFSI begins to store spent fuel from 'he Plant; TO.HAVE AND.TO HOLD.such asset as provided herein; TO INVEST AND REINVEST the assets of the Master Trust.as provided herein;
^
TO DISBURSE ~ 0R DISTRIBUTE from the Master Trust as 'p'revided herein; IN TRUST NEVERTHELESS, for the uses and purposes and upon the terms and conditions hereinafter set forth.
' ~ "" NARTICLE?I.i DEFINITIONS " "WN"~ C T" 741' #
1.1 Definitions.
As used in this Agreement, the following terms shall have the following meanings:
(1)
" Agreement" shall mean and include this Master Decommissioning Trust Agreement as the same may from time to time be amended, modified or supplemented.
(2)
" Certificate" shall mean a document properly completed and executed as provided in Section 12.8.
(3)
" Company" shall mean the Baltimore Gas and Electric Company, or any successor thereto.
3 (4)
" Contribution" shall mean any contribution, cash or marbcable securities, made to the Master Trust by the Company.
(5)
" Code" shall mean tha Intern:1 P.evenue Code of 1986, as the sante may be amended frcm time to time.
(6)
" Decommissioning Costs" shall be as defined in 10 CFR 72.3.
l (7)
" Excess Contribution" shall have the meaning set forth in Section 3.2 hereof.
~
(8)
" Fair Value" for any security held by the Master Trust shall be determined as follows:
(a) securities listed on the New York Stock Exchange
("NYSE") or American Stock Exchange (" AMEX") shall be valued at the closing price as shawn in the New York Stock Exchange Composite Transaction or American Stock Exchange Composite Transaction, as applicable, as of the most recent trading date of the applicable ex:bange on or prior to the valuation date.
Securities traded on exchanges other than the NYSE or AMEX, including the National Association of Securities Dealers Automated Quotation System shall be valued at the closing price as of the most recent trading date of the applicable exchange on or prior to the valuation date, and (b) all other securities and assets shall be valued at their market values as fixed by the Trustee's staff regularly engaged in such activities; provided, however, that at the request of the Trustee an Investment Manager ; hall determine the value of any securities or other property managed by that Investment Manager and such determination shall be regarded as a direction binding upon the Trustee for purposes of the Fair Value of such securities.
1
d.
(9)-
"FERC" shall mean the Federal Energy Regulatory Comission.
(10)
" Investment Manager (s)"
shall mean the investment counselor (s), if any, designated from time to time by the Company, excluding
-the Trustee.
(11)
" Investment Manager Agreement (s)"
shall mean the agreement (s) between the Company and one or more investment counselor (s) f selected by the Company which agreement (s) governs the investment of all or any portion of the Master Trust.
'(12)
" Master Trust" shall consist of all Contributions to the trust established hereby, together with investments and reinvestments thereof and any income, earnings and appreciation thereon, reduced by any-losses, depreciation and disbursements made by the-Trustee.
(13)
"NRC" shall mean the Nuclear Regulatory Commission.
(14)
" Order" shall mean any relevant order of the PSC, FERC, or NRC affecting any aspect of the decommissioning of the Plant.
(15)
" Plant" shall mean the Company's ownership interest in the Calvert Cliffs Nuclear Power Plant.
(16)
"PSC" shall uean the Public Service Commission of Mahyland.
(17)
" Service" shall mean the Internal Revenue Service.
(18)
" Successor _Yrustee" shall mean any entity appointed as Successor Trustee pursuant to Section 9.6 hereof..
(19)
" Trustee" shall mean The First National Bank of Maryland, a national banking association organized and existing under the laws l
l of the United States cf America having trust powers.
L
.S.
ARTICLE II. MASTER TRUST PURPOSES AND NAME 2.1 Master Trust Purcoses.
The purposes of this Master Trust
.are to hold and invest Contributions and any profits, income, gains or earnings from the investment and reinvestment of the Contributions for-the contemplated decommissioning of the ISFSI, and ta comply with any Order applicable to the Master Trust.
2.2.
Establishment of Master Trust.
The Company hereby establishes with the Trustee the Master Trust and Trustee hereby agrees to
-serve as trustee on the terms and cunditions he ein set forth.
The Master Trust hereby established shall consist of such Centributions as may from time to time be delivered to the Trustee by the Company and the earnings and appreciation thereon, reduced by any losses, depreciation, and payments made by the Trustee.
The Company will not begin to provido contributions to the Master Trust until the ISFSI begins to accept spent fuel from the Plant, which is not anticipated to be any earlier than 1992.
The Company hereby appoints The.Eirst National Bank of Maryland as Trustee of the Master Trust.
The Trust shall be held by the Trustee, IN TRUST, and dealt with in accordance with the provisions of this Agreement.
No part of the corpus or income of the -Trust-shall be used for or devoted to any purpose other than for the exclusive purpose of providing funds for the nuclear decommissioning of the ISFSI; provided, however, that amounts in the Master Trust may be used to pay
- administrative costs and other incidental expenses of the Master Trust, as provided in Section 6.2 hereof.
2.3 Acceptance of Acco1ntment.
The First National Bank of Maryland accepts the appointrent as Trustee of this Master Trust.
The Trustee shall receive any Contributions transferred to it by the Company; and, except l
as otherwise hereinafter provided, the Trustee shall manage, invest and
6 reinvest the Master Trust (without distinction as to principal and income),
collect the income thereof, and make payments therefrom pursuant to the terms of this Agreement.
The Trustee shall be responsible only for the money and property actually received by it hereunder The Trustee shall have no duty or ~
7 authority to compute any amount to be paid to it by the Company or to bring any action or proceeding to enforce the collection from the Company of any contribution to the Master Trust.
2.4 Name of Master Trust.
The Master Trust shall be designated on the Trustee's books as the " Baltimore Gas and Electric Company Master ISFSI Decommissioning Trust."
2.5 Delivery and Interpretation of Order.1 The Comoany agrees to provide the Trustee with a copy of each Order, along with an explanation, if necessary, of the terms of each Order, and to respond promptly to questions raised by the Trustee concerning the terms of each Order.
The Trustee shall have no duty to challenge any Order.
2.6 No Authority to conduct Business.
The purposes of this
~
Master Trust are limited to the matters set fcrth specifically in Section 2.1 above, and there is no objective by the Company or the Trustee with respect to this Master Trust to carry on any business unrelated to such Master Trust purposes, or to divide the gains therefrom.
2.7 No Transferability of interest in Master Trust.
The interest of the Company in the Master Trust is not transferable, whether volur,arily or involuntarily, by the Company nor subject to the claims of creditors of the Company.
l
- i ARTICLE III.
CONTRIBUTIONS AND SUBSE00ENT ADJUSTHENTS 3.1 Contributions to Master Trust.
The Company will begin to provide contributions to the Master Trust when th'e ISFSI begins to accept spent fuel frcm the Plant, as set forth in s -'..on 2.2 hereof.
From time to time thereafter, and prior to the termination of the Master Trust, the Company may make, and the Trustee shall accept, Contributions to the Master Trust.to satisfy the purposes of this Master Trust as set forth in Section 2.1, which Contributions shall be designa..ad by the Company for credit to the appropriate Fund (s) and which thereafter shall be held, managed and distributed by the Trustee pursuant to this Agreement.
The Trustee shall have no obligation to ensure that the Contributions of the Company are sufficient to carry out the purposes of this Master Trust.
3.2 Subsecuent Adiustments.
The Trustee and the Company under-stand that the Contributions made by the Company to the Master Trust from time to time may exceed the amount required to be paid into such trust pursuant to NRC regulations due to changes in estimates, subsequent developments or any other event or occurrence which could not reasonably have been foreseen by the Company at the time such contribution was made (the amount of any such excess being hereinafter referred to as an " Excess Contribution").
Upon the written notification of the Company to the Trustee setting forth the amount of the Excess contribution and stating that such Excess Centribution should be paid to any person or entity including but not limited to the Company, the Trustee shall transfer or pay such Excess Contribution, as the cast may be, to the person or entity specified by the Company in the written notification.
The Trustee shall have no obligation to determine whether any Contribution is an Excess Contribution.
s ARTICLE IV.
TRUSTEE'S INVESTMENT POWERS 4.1 General investment Powers.
To the extent that the assets of the Master Trust are not under the management of'an Investment Manager as provided in Article V hereof, upon the written direction of the Company, the Truste~..nall have the following investment powers, all of which are exercisable in a fiduciary capacity and in the best interests of the Master Trust without court approval:
(a)
Investment Guidelines. generally, to hold, manage and invest the assets of this Master Trust with the objective of seeking (within the investment restrictions specified herein and under laws)
- rules, regulations and Orders applicable to the Master Trust, current income.with liquidity and safety of principal; (b)
Investment of-Master Trust. to invest and reinvest all or any part of the Master Trust, including any undistributed income therefrom in any and all kinds of securities, including, but not limited to, common and preferred stocks, bonds, debentures, notes, mortgages and options on property; in money market funds, commercial paper, repurchase agreements, United States Treasury obligations, certificates of deposit, savings accounts, checking accounts, other cash investment medium, investment trusts, common trust funds, or in any other interest or invest :ent medium, - even though such investment would not be of-a character authorized by applicable law but for this provision; nrovided, however, - that no such investment or reinvestment may. be made by the Trustee which to the knowledge of the Trustee would contravene any Order, or any written instructions issued by the Company.
In all cases, however, the total investments must be sufficiently liquid, in the reasonable opinion-of toe Trustee, to enable the Master Trust to fulfill the purposes of the Master Trust and to satisfy obligations and contemplated payments from the
~
9 Master Trust as such obligations and payments become due.
Nothing in.this Section 4.1(b) shall be construed as authorizing the Trustee to carry on any business or to divide the gains therefrom; and (c)
Manaaement of Master Trust. to sell, exchange, parti-tion or otherwise dispose of all or any part of the Master Trust at public or -
private sale, without prior application to or approval by or order of any court, upon such tems and in such manner and at such prices as the Trustee shall determine; to modify, renew or extend mortgages, 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 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 accomplish the purposes of the Master Trust as set forth in Section 2.1 hereof.
No person dealing with the Trustee shall be bound to raiew, analyze, or investigate the application of any consideration or proceeds of sales.
4.2 Estimates of Liouidity.
The Company shall provida. the Trustee frem time to time with the Company's estimate of the liquidity necds of the Master Trust.
The Trustee shall furnish such information reasonably requested by the Company to determine such estimates.
4.3 Liouidation of Fund investments.
The Trustee shall have no liability for investment losses or penalties incurred as a result of e liquidation of Master Trust investments made to effect disbursements from the Master Trust at the direction of the Company or an Investment Manager.
4.4 Temocrary Invesments.
The Trustee shall invest temporarily idle cash balances awaiting disbursement or permanent investment (by the
10 Investment Manager pursuant to Article V hereof or by the Trustee pursuant to Section 4.1 hereof) in investment vehicles which conform to the requirements on such investments specified in Section 4.1(b) bereof.
ARTICLE V.
AUTHORIZATION TO DIRECT INVESTMENT BY INVESTMENT MANAGERS 5.1.1 Accointment of Investment Manacer(sl.
The Company shall have the right from time to time to appoint one or more properly qualified Investment Managers to direct the investment, in the manner provided in Article IV, of all or a portion of the Master Trust and shall, by written notice, advise the Trustee of such appointment and how the investment responsibility is to be divided with respect to the assets of the Master Trust.
Any such Investment Manager shall be (1) registered as an investment advisor under the Investment Advisors Act of 1940, (ii) a bank, as defined in such Act, or (iii) an insurance company qualified to perform investment management services under the laws of more than one State.
If investment of the Master Trust is to be directed in whole or in part by an Investment Manager, the Trustee shall be given copies of the instrument (s) appointing the Investment Manager and evidencing his acceptance of such appointment and acknowledgment that he is a fiduciary of the Master Trust, the identity of person (s) authorized to give instructions to the Trustee on behalf of such Investment
- Manager, including specimen signatures, and a
certificate l
evidencing the Investment Manager's registration under said Act (unless the Investment Manager is a bank or an insurance company).
The Company reserves the right to revoke the appointment of any Investment Manager appointed by it and shall give notice in writing to the Trustee of any such revocation.
The Trustee may continue to rely upon the i strument(s) and certificate appointing the Investment Manager until otherwise notified in writing.
l 11 5.1.2 Duties of Trustee.
The Trustee shall follow the directions of the Investment Manager regarding the investment and reinvestment of the Master Trust, or such portion thereof as shall be' under management by the investment Manager, and shall be released and relieved of all investment duties, responsibilities and liabilities for or in respect o' the investing of the Master Trust or portion thereof managed by the Invest =ent Manager, as the case may be, and with respect to such portion or all of the assets of the Master Trust in that regard, shall act only as a custodian.
5.2.1 Direction bv Investment Manaoer(s).
An Investment Manager design 4ted to manage the Mn'er Trust or any portion thereof shall have authority to manage, and to oirect the acquisition and disposition of the assets of the Master Trust, or such portion as the case may be, and with respect to such portion or all of the assets of the Master Trust, the Trustee shall exercise the powers set forth in Article IV hereof only when, if and in the manner directed by the Company in writing.
An Investment Manager shall have the power and authority, exercisable in its sole discretion at any time and from time to time, to issue and place orders for the purchase or sale of portfolio securities directly with qualified brokers or dealers. The Trustee, upon proper notification from an Investment Manager, shall settle and record the transaction in accordance with the appropriate trading authorizations.
Written notit ication of the issuance of each such authorization shall be given promptly to the Trustee by an Investment Manager, and such Investment Manager shall cause the execution of such order to be confirmed in writing to the Trustee and to the Company by the broker or dealer..
Upon written notification from the Company to the Trustee, such Investment Manager may cause brokers and dealers to confirm trades to the Trustee through the " Institution,.1 Delivery System # and the Trustee shall be enthled to rely upon suc5 confirmations to l
12 -
^
settle purchases or sales of securities.
Such notification shall be proper
- authority for the Trustee to pay for portfolio securities purchased against receipt thereof and to deliver portfolio securities sold against payment therefor, as the case may be.
All directions to the Trustee by an Investment Manager shall be given in writing, or given orally if followed immediately by written directions, and shall be signed by a person who has been specified by such Investment Manager pursuant to Section 5.1.1 hereof as authorized to give instructions or directions to the Trustee.
5.2.2 Suoervision by Comoany.
It shall be the sole responsi-bility of the. Company to define the authority of an Investment Manager and the terms and conditions of the appointment and retention of such Investment Manager, and the Trustee shall not be deemed to be a party to or to have any obligations under any agreement with an Investment Manager. ' Any duty of supervision 3r review of the acts, omissions or overall performance of an Investment Manager shall be the exclusive responsibility of the Company, and the Trustee shall have no duty to review any securities or other assets purchased by an Investment Manager, or to make suggestions to an Investment Manager or to the Company with respect to the exercise or nonexercise of any power by an Investment Manager.
5.2.3 Liability of Trustee.
Unless the Trustee knowingly participates in, or knowingly undertakes to conceal, an act or omission of an Investment Manager, knowing such act or omission to be a breach of the fiduciary responsibility of an Investment Manager, the Trustee shall be under no liability for any loss of any kind which may result by reason of any action taken or not taken by it in accordance with any direction of an Investment Manager pursuant to this Agreement.
With respect to any assets invested by an Investment Manager, the Trustee shall be under no liability for any loss of I
l
mp 5)-,.
any kind by reason of Master Trust investments purchased, sold, or retained at the direction of such Investment Manager, nor for the risk of diversification or the turnover of the investments, nor for any oth&r aspect of that portion of the Trust for which an Investment Manager has been appointed.
5.2.4 Trustee's Duties Voon Resionation of investment Manader..
In the event that an Investment
- Manager shall resign or be removed bye.the Company, or the Investment Manager's discretionary authority be terminated prior to such resignation or removal, upon the written direction of - the Company, the Trustee shall manage the investment of that portion of the Master Trust for_ which.suchJnvestment Manager was responsible pursuant to Article IV unless and until it shall be notified of the appointment of another Investment l
- Manager as provided in Section 5.1.1 hereof.
F.TICLE VI.
OTSTRIBUTIONS 6.1 Parnent of Decommissionino Costs.
Upon receipt of a Certificate-from-the Company directing payment of Decommissioning Costs, the Trustee shall make payments of Decommissioning Costs, to the extent of monies held in the Master Trust, to any person (u.cluding the company) for goods provided or labor or other services rendered in connection with the decem-missioning of the ISFSI.
The Trustee shall rely on the Company to determine that each such payment is a Decommissioning Cost.
6.2 Payment of Excenses of Administration.. Upon receipt of. a Certificate from the Company directing payment of administrative costs and other incidential expenses, the Trustee shall make payments, to the extent of monies held in the Master Trust, of administrative costs and other incidental expanses of the flaster Trust (including taxes, legal, accounting, actuarial expenses and trustee and investment manager fees) in connection with the a
l
= }4
- Jperation of the Master Trus'., csuant to this Agreement.
In the event that the assets of the Master Trust are insufficient for the Trustee to pay the L
admicistrative costs and incioental expenses of the Master Trust as they arise, the Company agrees to pay such co:ts and expenses to the appropriate payee (s) upon receipt of a written invoice for same from the Trustee or payee (s).
Except for Trustee's fees and expenses, the Trustee shall rely on the Company to _ determine that each such payment-is for such administrative costs and other inciden a al expenses.
6.3 fftn.
The Trustee shall receive as exclusive compensation for its services those amounts specified in the fee schedule as may from time to time be agreed upon in writing by the Trustee and the CM wy.
All such compensation shall constitute an obligation of the Master Trust until paid.
6.4 Liouidation of investments.
Except 25 otherwise provided in Article IV, at the direction of the company or any Investment Manager, the Trustee shall sell or liquidate, within a reasonable time period, such investments in the Master Trust as may be requested or required in order to make any payment or distribution, and shall, until disbursement, restore the proceeds to the Master Trust.
r ARTICLE VII.
VOTING OF SECURITIES HELD IN TRUST 7.1 Votino of Securities Held in Trust.
The Trustee shall have 1 its discretion to exercise all voting rights with respect to any power -.
investment held in the Master Trust and to grant proxies, discretionary or otherwise, with respect thereto; provided, however, that - at any time the Company may direct in writing the Trustee on how to vote such investments or direct ir, writing - the Trustee to send to an Investment Manager acting as provided in ticle V all or a portion of the proxies and pr xy materials
-v
.y,.
~
,,.m.m m-
-n-,
e*
' ~ - - - ~ ~
- 15 -
i relating to such investments. signed by the Trustee Hthout indication of voting preference and the Investment Manager shall exercise all voting rights with respect thereto.
ARTIC1.E VIII.
GENERAL POWERS OF TRUSTEE i
8.1 General Powers of Trustee.
The Trustee shall have, with respect to the Master Trust, tha following powers, all of nich. powers.are exercisable in a fiduciary capacity and in the best interests of this Master Trust without court approval:
(a)
Recis* ration of Securities.
To cause any investment to be registered and held in the name of ons or more of its nominees, or one or more nominee of any system for the central handling of securities, without increase or decrease of liability; (b)
Collection of Money and _Procerty.
To collect and receive any and all money and other property due to the Master Trust and to give full discharge therefor; (c)
Extension of Oblications: Necotiation -of Claims and Leoal Proceedinos.
To renew or extend the time of payment of any obligation, secured or unsecurad, payable to or by this Master Trus,,, for as long a period or periods of time and on such terms as the Trustee shall determine, and to ad.hst, settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Master Trust; to commence or defend suits or legal proceedings to protect any interest of the Master Trust; and to represent the Master Trust in all suits or legal proceediny: in any court or before'any other body or tribunal; (d)
{moloyfent of Professional and Emolovee Services.
To employ such attorneys, accountants, custodians, engineers, contractors,
,,.e.-
r
%.-.--v
.,-.--+-es._.----.------v u-
.w-r
- w. e,, -. _,,.
- 16 clerks, and agents, as are necessary and reasonabia to carry out the purposes of this Master Trust; (e) Deleoation of Ministerial powers.
To delegate to other persons such ministerial powers and duties as the Trustee may deem to be advisable; (f) Powers of Trustee to Continue Until Final Distribution.
To exercise any of such powers after the date on which the principal and income of the Master Trust shall have become distributable and until such time as the entire principal of, and income from, the Master Trust shall have been actually distributed by the Trustee.
It is intended that distribution of the Master Trust will occur as soon as possible upon termination of the Master Trust, subject, however, to the limitations contained in Article X hereof; and (g)
Discretion in bercise of Powers.
To do any and all other acts to effectuate the powers specifically conferred upon the Trustee by this Agreement; provided, however, that the Trustee may not do any act or participate in any transaction in connection with this Master Trust which, in and of itself, and separate from any action of the Company actually known to the Trustee, the Trustee knew or reasonably should have known in the normal course of its business as Trustee would violate the terms (as interpreted for the Trustee by the Company) of any Order delivered to the Trustee, or violate the terms of this Agreement or any applicable law, regulation or ruling.
8.2 No Imolied Duties.
The Trustee shall have no duties nor responsibilities with respect ta the Master Trust which are not expressly set forth herein.
i ARTICl.E IX.
TRUSTEES i
9.1 Authority of Trustee.
Persons dealing with the Trustee shall be under no obligation to see to the proper
- application of any money paid or property delivered to ths Tv Jsite w to inquire into the Trustee's authority as to any transaction.
9.2.1 Accountina and Reoorts.
The.. Trustee shall keep accurate P
and detailed accounts of all investments, receipts, disbursements and other transactions hereunder, and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Company, and may be audited not more frequently than once in each fiscal year by an independent certified public accountant engaged by the Company..
Within 15 days following the close of each month or during the period from the-close of the last month to the date of termination of the Trustee's duties, the Trustee shall furnish to the Company a written report of its administration of the Master Trust from the date of the last such report setting fortt all investments, receipts, disbursemants and other transactions effected during the
- month, containing descriptions of all securities purchased, sold or distributed and the cost or net proceeds of sale, and showing all cash, securities and other investments held at the end of such month and the cost and Fair Value of each item as of the last business day of i
such month, carried on the books of the Trustae.
Such report shall identify all contributions, earnings, expenses and distributions of each Fund.
9.2.2 Exceotions to Recorts by Comoany.
Upon the expiration of three-years from the data of filing _ such monthly report with the Company the Trustee s'.11 - be forever released and discharged from all liability and accountability to the Company with respect to all acts and transactions done or effected.by the Trustee shown in such monthly report, except such acts or 1
---,,<,,y 3
-.,....r..
v.,
~,,,,--.v.,,
,w,
,sy,.y-.v---
,i,--.vv v._,
,m.--.--w.--+,-.--,-.-,4,
.v--
18 -
i I
4 transactions as to which the Company shall take exception by notice to the Trustee within such three-year period; provided,
- however, that nothing contained herein shall be deemed to relieve the Trustee of any liability which may be imposed pursuant to Section 9.4 hereof.
In the event that any exception taken by the Company cannot be amicably adjusted, the Company may file the written report in a Court having jurisdiction and upon the. audit thereof any and all such exceptions which may not have been amicably settled shall be heard and adjudicated.
All records and accounts maintained by the Trustee with respect to the Master Trust shall be preserved for such period as may be required under any applicable law.
Upon the expiration of any such t-required retention period, the Trustee shall have the right to destroy such records and accounts.
9.3 Tax Returns and Other Reports.
The Company shall prepare and the Trustee shall execute, if acceptable to the Trustee, or with such changes as mutually agreed to by the parties, and timely file all federal, state and local income or franchise tax returns or other reports (incltding estimated tax returns and information returns) as may be required from time to time with respect to the Master Trust, and the Trustee agrees to provide the 1
Company in a timely manner with any information within its possession which is necessary to such filings and which is requested by the Company.
The Company agrees to cause the Investment Manager (s) to provide the Trustee with any information in its possession which is necessary to such filings.
Such returns shall be submitted to the Trustee for review 15 days prior to the due date of the returns (including extensions thereof).
The Trustee shall prepara i
and submit to the Company in a timely manner all information within its possession which is requested by the Company regarding the Master Trust i
required to be included in the Company's Federal, state and local income tax l
l
I 19 returns or other reports.
Subject to the limitations cont:ined -in Section i
8.1(d) hereof and the consent of the Company, which will not be unreasonably withheld, the Trustee may employ independent certif ted public accountants or i
other tax counsel to review st:h returns and reports.
The Trustee agrees to l
sign any tax returns or other reports where required by law to do so or arising out of the Trustee's responsibilities hereunder, and, as directed by the Company in accordance with Section 6.2, to remit from the Master Trust appropriate payments or deposits of federal, state and local income or franchise taxes directly to the taxing agencies or authorized depositaries in a timely manner.
The Trustee shall furnish the Company copies of all executed tax returns os other reports within 10 days after the filing date of such i
returns and reports.
The Trustee agrees to immediately notify the Company in writing of the commencement of any audit or receipt of a notice of tax deficiency of the Master Trust's federal, state, or local tax returns, and to participate with the Company on behalf of the Master Trust in such audits, deficiencies and related inquiries.
The Trustee further agrees to provide the Company with any additional information in its possession which may be
- requested by the Company to be furnished in an audit of the Company's Federal, state, or local tax returns.
9.4 Liability of Trustee.
The Trustee shall execute it s powers and discharge its duties hereunder with the care, skill, prudence, and diligence under:the circumstances then prevailing that a prudent man 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 shall not be liable for any. acts, omissions or-defaults of any agent (other than its officers and employees) or depositary appointed or selected with reasonable care or.for any acts taken or not taken at the direction of or upon
-- a.-
instructions from the Company, or instructions from an Investment Manager as set forth in Article V.
The Trustee shall be liabic for its own acts or omissions (and those of its officers and employees) occasioned by the willfulness or negligence of the Trustee (and of its officers and employees).
The Trustee may consult with legal counsel of the Company, which may be,an.
employee of the Company, and the advice or opinion of such counsel as to matters of faw shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opir.lon of such counsel.
9.5 Certifications.
Whenever in the perfonnance of its duties hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action _ hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a cer-tification as to such matter signed by any person authorized to act on behalf of the Company pursuant to Section 12.8 hereof.
9.6.1 Removal of Trustee by the Comoany.
At any time during the term of this Maste: Trust, the Company shall have the right (at the company's sole discretion) to remove the Trustee acting -hereunder and appoint another qualified person or entity as Successor Trustee upon sixty (60) days' notice in' writing to the Trustee or upon such shorter notice as may be acceptable to the Trustee.
Notwithstanding the foregoing provision, in the event that the Trustee or any Successor Trustee shall (i) become insolvent or admit in writing its insolvency; -(ii) be unable or admit in writing its inability to pay its debts as such debts mature; (iii) make a general assignment for the i
benafit of creditors; (iv) have an involuntary petition in bankruptcy filed against it; (v) commence a case under or otherwise seek to tue advantage of i
._.;_______,_._a
_. _.. - ~ - _
l 21 -
any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law, statute, or proceeding; (vi) breach its fiduciary obli.
gations; or (vii) resign, the Company shall have 'the right to remove the Trustee immediately upon written notice and to appoint a Successor Trustee as soon as practicable.
In the event of any such removal or resignation, the Trustee or Successor Trustee shall settle its accounts as provided in Section 9.2 hereof.
Any successor to the Company shall have the same right to remove and to appoint any Trustece or Successor Trustee as provided herein.
9.6.2 Desiqptation of Successor Trustee.
Any Successor Trustee shall qualify by issuing a duly acknowledged written acceptance of this Master Trust, delivered to the Company and the Trustue.
Upon acceptance uf such appointment by the Successor Trustee, the Trustee shall assign, transfer and pay over to such Successor Trustee the monies and properties then constituting the Master Trust.
The Trustee shall be entitled to receive any administrative expenses, costs, fees and other sums due and owing to it in accordance with the provisions of this Agreement.
Any Successor Trustee shall have all the rights, powers, duties and cbligations herein granted to the original Trustee.
L If for any reason the Company ca'nnot or does not act in the event of-the ~
~
l l
resignation or removal nf the Trustee, as provided above, the Trustee may apply to a court of competent jurisdiction for the appoir.tment of a Successor Trustee.
Any expenses incurred by the Trustee in connection therewith shall be deemed to be an expense of administration payable in accordance with Section 6.2 hereof.
9.7 Resionation.
The Trustee or any Successor Trustee hereof may resign and be relieved as Trustee at any time without prior application to or approval by or order of any court by a duly acknowledged instrument, which shall be delivered to the Company by the Trustee not less than sixty (60) days I
L
~
prior to the effective date of the Trustee's resignation or upon such shorter notice as may be acceptable to the Company.
9.8 Exoneration from Bond.
No bond or other security shall be exacted oi required of any Trustee appointed by this Agreement or pursuant to o.6 in any jurisdiction.
t ARTICLE X.
TERMINATION 10.1 Termination of Master Trust in General.
Except as otherwise provided in Section 10.2 hereof, this Master Trust shall terminate upon the sarlier of:
(i) the date that the maximum acceptable radioactivity levels mandated by the NRC with respect to the ISFSI are s, tisfied, as provided in the-Cumpany's written notice of same to the Trustee; or (ii) twenty-one (21) years _ after the death of the last survivor of the officers of the Company and -
such of their descendants as are in being at the effective' date of this Agreement, as provided in the Company's written notice of same to the Trustee.
10.2 Distribution 2f Marlay Trust Voon Termination.
Upon termination of this Master Trust, the Trustee or Investment Manager, as applicable, upon written direction of the Company, shall liquidate the assets of the Master Trust to the extent required for distribution and the Trustee shall distribute the net balance thereof (less final administrative expenses arid accrued taxes) to the Company or to such person (s) at such time and in I
such proportion and manner as may be directed by the Company or in the absence i-of such direction, as may be directed by a judgment or decree of a court of L
competent jurisdiction.
I
~.
23 -
\\
ARTICLE XI /lMENDMENTS TO AGREEMENT 11.1 Amendments to Acreement.
The Trustee and the Company agree to enter into such amendments to this Agreement as, shall be deemed by them necessary or desirable (1) to effectuate the purposes of this Haster Trust and j
to comply with any Order, any changes in tax. laws, regulations or rulings.
(whether published or private) of the Service and any state or-local taxing authority, and any other changes in the laws applicable to the Company or-the Plant; (11) to take advantage of any favorable tax laws, regulations or rulings (whether published or private) of the Service including, but not -
limited to, establishing a qualified fund within the Haster Trust; and (iii) for any other purpose not inconsistent with applicable laws, rules, Orders or regulations or for the purpose of curing any ambiguity or defective or inconsistent provision herein contained; provided, hnwever, that no suah amendment or supplement shall modify the rights, duties or immunities of the Trustee or the Company without their written consent.
The Trustee and the Company may alter or amend this Agreement to the extent necessary or advisable to effectuate such purposes or to comply with such Order or changes.
The Trustee shall have no-duty to inquire or make an investigation as to whether any proposed amendment, modification or alteration is consistent with this.
Section 11.1.
ARTICLE XII.
MISCELLANEOUS 12.1 Governino Jurisdiction.
The Master Trust is a Maryland trust and all questions pertaining to its validity, construction and admin-1stration shall be determined in accordance with the laws of the State of
. Maryland to the extent not seperseded by Federal law.
12.2 Headinos.
The article and section headings set forth in this Agreement and the Table of Contents are inserted for convenience of
24 -
reference only and shall be disregarded in the construction or interpretation of any Lf the provisions of this Agreement.
12.3 Particular Words.
Any word contained in the text of this Agreement shall be read as the singular or plural and as the masculine,-femi-nine or neuter as may be applicable or permissible in the particular co$textr Unlass otherwise specifically stated, the word " person" shall be taken to:mean and include an individual, partnership, assee.iation,
- trust, company or i
corporation.
12.4 Delivery of Notices Under Aareement.
Any notice required by 1
this Agreement to be given to the Company or the Trustee shall be deemed to have been properly given when mailed, postage prepaid, by registered or certi-fied mail, to the person to be notified as set forth 0 iow:
If to the Company:
Baltimore Gas and Electric Company P. O. Box 1475 Baltimore, Maryland 21203 Attention:
Mr... Thomas F. Brady~
~ ~
~ "~
Vice President
~
If to the Trustee:
The First National Bank of Maryland P. O. Box 1596 Baltimore, Maryland 21203 Attention:
Mr. Raymond Kraft Assistant Vice President The Company and the Trustee may change the addresses above by delivering notica thereof in writing to the other party.
+r
- m--
m
-w-
---g
.,-,,en.w.,,
i--e
.-w+g w
-.a
.w.,-w
-g-.,e w.---*ry
.,.,%-v3
.t-"*
r w r - =v T-N----ru--'i-r-+-
e-
- ---w-w-r-r--'7-4
~'
12.5 Successors and Assions.
Subject to the provisions of Sections 2.9 and 9.6, this Agreement shall be binding upon and inure to the benefit of the Company, the Trustee and their respective successors, assigns, personal representatives, executors and heirs.
12.6 - Severability of Provisions.
If any provision offt,hjs Agreement or its applicatic,n to any person or entity or in any circumstances shall be invalid and unenforceable, the application of such provision. to i
persons and in circumstances other than those as to which it is. invalid or unenforceable and the other provisions of this Agreement shall not be affected by such invalidity or unenforceability.
12.7 Fiscal Year.
The Master Trust shall operate on an accounting year which coincides with the calendar year, January 1 through-and including December 31.
i 12.8 futhorization to Act on Behalf of the comoany.
The officers of the Company or their designees are authorized to act on behalf of the i
Cnmpany and to execute Certificate (s) substantially in the form of Exhibit A hereto and give directions to the Trustee on behalf of the Company.
Until appropriate. written evidence.to..the contrary is received by the Trusteegit_,,
shall be fully protected in relying upon and acting in accordance with any written notice, instruction, direction, certificate, resolution or other communication believed by it to be genuine and to be signed and/or certified by any officer of the Company or their designees, and the Trustee shall be under no duty to make any investigation or inquiry as to the truth ne accuracy of any-statement contained therein.
Until notified in writing to the contrary, the Trustee shall have the right to assume that there has been no change -in the autho'rity of any officer of the Company or their designees.
5
,,,._____-,.__.,.-,._-_.-.-w.,
.m._..,.
v M.
e,.m----,,,~.,,m
,.,,.,,-.,_w
-. ~,
.-m.._-._,,-..._,._..e
-_._,.,-....m,m.
- 2G -
1 12.9 Bank Holidays.
Any action required to be taken by :the Trustee on a Saturday, Sunday or legia bank holiday may be taken by the Trustee on the next business day without penalty to the Trustee.
IN WITNESS kHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and -
their corporate seals to be herounto affixed and attested as of the. day..and year first above written.
ATTEST:
BALTIMORE GAS AND ELECTRIC COMPANY
?).
th>
I
" '!1 By 1
- 4. W. Shiverr T. P. Erracy'
/)
Secretary Vice President [/
f ATTEST:
THE FIRST 1.-
TONAL BANK OF MARYLAND By b
David L. Kadf'fhan Edward F. Oba:a //
Ass 1stant Vice President Vice Presi(ant
. Tf} :
l
. STATE OF MARYLAND ss:
CITY OF BALTIMORE Ju I On this 944 day of Jun.3e, in the year 1990, before me personally came T. F. Brady to me known, who, being by me duly sworn, did depose and say that he is Vice President of Baltimore Gas and. Electric Company, the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said inrtrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and, that he signed his name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.
)
em Notary Pu li/
//
My Commission Expires: ////fJ k
I 1
5
STATE OF MARYLAND ss:
CITY OF BALTIMORE On this c$ day of June, in the year l990, before me personally came Edward F. Oba a
_ to me known, who being Oy.me. duly sworn, did depose and say that he is a Vice President of The First National Bank of Maryland, a national banking association organized and existing under the laws of the United States, the organization described in and which executed the above instrument; that he knows the seal of sa"d organization; that the seal affixed to said instrument is such organizatior, seal; that it was so affixed by authority of the Board of Directors of said organization; and, that ile signed his name thereto by like order.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written, hia.
h-f '
Puauc
(
g
,,j Notary Public s
ission Expires: 3, 1{Q
i l
Exhibit A
~
CERTIFICATE NO, The undersigned representative of Baltimore Gas and Gactric Company (Company), a bryland corporation being duly authorized and ergowered -
to execute and deliver this Certificate, hereby certifies to the Trustee of the Baltimore Gas and Electric Company Master Decomissioning Trust-(Master Trust), pursuant to Article VI of that certain Master Decomissioning -Trust 1
Agreement, dated (Agreement), between the Trustee and the Com-pany as follows:
(1)
Exhioit I
hereto sets forth the arrounts either invoiced to, or incurred by, the Company that are due and owing to each payee listed (Payees) for:
(a) goods or services provided in connection with decomissioning the ISFSI, or (b) administrative costs and other incidental expenses as prov ed in Section 6.2 of the Agreement.
u n 'denced by. the Invoice Schedule (with supporting exhibits) attached as in i).t I hereto; (2) all such amounts due and owing to the Payees constitute Decomissioning costs or administrative expenses as described in Article VI of the Agreement; (3) all conditions precedent to the m' king of this withdrawal and disbursement set forth in any agreement between such Payees and the Corupany, if applicable, have been fulfilled.
Accordingly, requa % is hereby made that the Trustee provide for the distribution of $
from the Haster Trust in order to permit 1
i-
,,_--,.-->o_
_.+~,.---.my.-.
,..-m,,-,.,.,,%,,.-,,,.._.,,,,..,,7
,.e,--.
g
[
30 payment of such sum to be made to the Payees.
You are further requested to diaburse such sum, once withdrawn, directly to such Payees in the following manner:
(DESCRIBE:
- CHECX, WIRE
- TRANSFER, ETC.)
on or before WITNESS my hand this day of ~
~
i BALTIMORE GAS AND ELECTRIC COMPANY By Duly Authorized Representative 4muu*
0006DML l
,