ML20117A158

Revised Redacted Nonconfidential Nuclear Agreement Between Georgia Power Co & Southern Nuclear Operating Co,Inc

ML20117A158
Person / Time
Site:	Vogtle
Issue date:	09/25/1992
From:	GEORGIA POWER CO.
To:
Shared Package
ML20117A156	List: ELV-05071, Forwards Revised,Redacted Nonconfidential Nuclear Operating Agreement Between Georgia Power Company & Southern Nuclear Operating Company,Inc ML20117A158
References
NUDOCS 9211250126
Download: ML20117A158 (70)

Text

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[XHIBIT A

$_ection Paae and Lines 1.11 P. 5, L 6 - P. 6, L 5 2.7.1 >'- 17, LL. 11-21 2.8.1 P. 20, LL. 9-23 2.8.2 P. 21, LL. 6-9 P. 21, L. 25 - P. 23, L. 23 3.2 P. 25, L. 23 - P. 26, L. 8 3.2.1 P. 26, L. 22 - P. 28, L. 20 3.3.5 P. 31, L. 20 - P. 32, L. 5 3.3.6 P. 32, LL. 6-11 3.3.9 P, 32, L. 25 - P. 33, L. 7 l 3.3.10 P. 33, LL. 15-17 3.4 P. 34, LL 8-20 3.6 P. 35, LL. 4-23 3.7 P. 36, LL. 7-12 5.1.2 P. 38, L. 26 - P. 39,-L. 7 P. 39, LL. 11-12 and 18-24 5.1.4 P. 40, Lt. 12-22 1

5.1.5 P. 41, L. 14 I'

5.1.7 P. 42, L. 10 - P. 43, L. 9 l- 5.2 P. 43, LL. 16-21 l

6.1 P. 44, LL. 15-20~

l 6.3 P. 45, L. 25.- P. 46, L. 4 7.2 .P, 47, L. 24 - P. 48, L, 18 i

10.1 P. 55, LL. 19-20 l

P. 56, LL. 20-21 l :.

9211250126 921120 PDR ADOCK--05000424

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09-25-92 REVISED REDACTED FON-CONFIDENTIAL NUCLEAR OPERATING AGREEMENT BETWEEN GEORGIA POWER COMPANY AND BOUTHERN NUCLEAR OPERATING COMPANY, INC.

DATED AS OF

l' TABLE OF CONTENTS 2

-3 ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 1.1 " Agency Functions" . . . . . . .. . . . . . . . . o 5 1.2 " Dalton" . . . . . . . . . . . . . . .. . . . . . 3 6 1.3 "Each Plant" . . . . . . . . . . . . . . . . . . . 3 7 1.4 " Effective Date" . . . . . . . . . . . . . . . . . 3 8 1.5 " Fuel Budget" . . . . . . . . . . . . . . . . . . 3 9 1.6 " Fuel Plan" . . . . . . . . . . . . . . . . . . . 4 10 1.7 "Fu Services" . . . . . . . . . . . . . . . . . 4 11 1.8 " Governmental Authority" . . . . . . . . . . . . . 4 12 1.9 "GPC" . . . . . . . . . . . . . . . . . . . . . . 4 13 1.10 " Legal Requirements" . . . . . . . . . . . . . . . 4-14 1.11 [ REDACTED ] . . . . . . . . . . . . . . . . . . . 5 15 [ REDACTED ] . . . . . -. . . . . . . . . .. . 6 16 1.12 "MEAG" . . . . . . . . . . . . . . . . . .. . . . 6 17 1.13 "New Investment-Budget" . . . . . . . . . . . . . 6 18 1.14 "New Investment Services" . . . . . . . . . . . . . 6 19 1.15 "NRC" . . . . . . . . . .. . . . . . . . . . . . . 6 20 1.16 " Nuclear Interface Procedure" . . . . . . . . . . 7

21. 1.17 " Nuclear Managing Board," " Managing Board," or 22 " Board" . . . . . .- . . . . . . . . . . . . . . . . 7 23 1.18 " Nuclear Managing Board Agreement" . . . . . .. 7

- 24 1.19 " Nuclear Operating Services" . . . . . . . . . . . . 7 25 1.20 " Nuclear Services Agreement" . . . . . . . . . . . 7 26 1.21 " Nuclear Services Contractor" . . . .. .. . . . 7

1 1.22 " Nuclear Support Services" . . . . . . . . . . . . . 7 2 1.23 "OEMC" . . . . . . . . . . . . . .. . . . . . . . 8-3 1.24 "Oglethorpe" . . . . . . . .. . . . . . . . . . . 8 4 1.25 " Operating Agent" . . . . . . . . .. . . . . . . . 8 5 1.26 " Operation and Maintenance Budget" . . . . . . . . 8 6 1.27 " Operation and Maintenance Services" . . . . . . . 8 7 1.28 " Participants" . . . . . . . . . . . . . . . . . . 9-8 1,29 " Participants' Agent" . . . . . . . . . . . . . . 9 -

9 1.30 " Participation Agreements" . . . . . . . . . . . . 9 10 1.31 " Plant Hatch" . . . . . . . . . . . . . . . . . . 9 11 1.32 " Plant Vogtle" . . . . . . . . . . . . . . . . . . 3 12 1.33 " Prudent Utility Practice" . . . . . . . . . . . . 9 13 1.34 " Services Plan" . . . . . . . . . . . . . . . . . 10 14 1.35 " Southern Electric System" . . . . . . . . . . . . 10 15 1.36 " Southern Nuclear" . . . . . . . . . . . . . . . . 10 16 3.37 " Southern Services" . . . . . . . . . . . . . . . 10 17 1.38 " Strategic Plan" . . . . . . . . . . . . . . . . . 10 18 1.39 "The Southern Company" . . . . . . . . . . . . . . 10 19 1.40 " Undivided Ownership Interest" . . . . . . . . . . 11 20 1.41 " Willful Misconduct" . . . . . . . . . . . . . . . 11 21 22 ' ARTICLE II . . . . . . . . . . . . . . .. . . . . . . . . . ._ 11

'23 2.1 Appointment of Southern Nuclear as Operating Agent 24 and Scope of Authority . . . . . . . . . - . . . . . -11 25 2.2 Responsibility for the Safe Operation of Each 26 Plant . .. . . . . . . . . . . .. . . .. . . . . _. . 12_

2 '7 2.3 Responsibility for Economic Operation . . . . . . . 12 L . -_ - _ _ _ __ -

1 2.4 . Incidental Authorities of Southern Nuclear- . . . -. 13 2 2.4.1 Access to and Control of Each Plant . . - . . 13 3 2.4.2 Licenses.and Permits for Each Plant . . . . 13 4 2.4.3- Costs, Obligations and Liabilities . . . . . 13 5 2.5 Transition from GPC to Southern Nuclear . . . . . . 14 6 2.5.1 Transfer of Organization and Staff . . . . . 14 7 2.5.2 Asaignment and Administraticn of Contracts . 15 8 2.6 Support Services to be Provided by GPC . . . . . . 16 9 2.7 Other Authorities and Responsibilities of Southern 10 Nuclear . . . . . . . . . . . . . . . . . . . . . . 17 11 2.7.1 Staff and Personnel . . . . . . . . . . . . 17 12 ( REDACTED ] . . . . . . . . . . . . . . . . . 17 13 2.7.2 Reductions in Capacity and Outages t Each' 14 Plant . . . . . . . . . . . . . . . . . . . . 18 15 2.7.3 Steady State Operation . . . . . . . . . . . 16 2.7.4 Membership and Participation in Industry 17 Organization. . . . . . . . . . . . . . . . . 19 18 2.8 Contracting . . . . . . . . . -. . . . . . . . . . . 20-19 2.8.1 Contracts with Affiliated Entities . . . . . 20 20 [ REDACTED ] . . . . . . . . . . . . . . . . . 20 21 2.8.2 Contracts with Non-affiliated Third 22 Parties . . . . . . . . . . . . . . . . . . . . 21 23 [ REDACTED _) . . . . . . . . . . . . . . . . . 21

.24 [ REDACTED ).. . . . . . . . . . . . _ . . . . . 21 25 [ REDACTED') . . . . . . . . . . . . . . . . . 22 26 [ REDACTED ] . . . . . . . . . . . . . . . . . 23 i

l 27 2.9 Decommissioning of Each Plant . . . . . . . . . . . 23 I

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1 2. 0 GPC Retains Responsibility for all Agency 2 Functions . . . . . . . . . . . . . . . . . . . . . 24 3 2.11 Authority to Act as Agent for GPC and Right of 4 Third Parties to Rely on Agency . . . . . . . . . . 24 5

6 ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . 25 7 3.1 Meetings with the Nuclear Managing Board . . . . . 25 8 3.2 Plans and Budgets . . . . . . . . . . . . . . . . . 25 9 [ REDACTED ] . . . . . . . . . . . . . . . . . 25 10 [ REDACTED ] . . . . . . . . . . . . . . . . . 26 11 3.2.1 Strategic Plan . . . . . . . . . . . . . . . 26 12 [ REDACTED ] . . . . . . . . . . . . . . . . . 26 13 [ REDACTED ] . . . . . . . . . . . . . . . . . 27 14 [ REDACTED ] . . . . . . . . . . . . . . . . . 28 15 3.2.2 Fuel Plan . . . . . . . . . . . . . . . . . 28 16 3.2.3 Operation and Maintenance Budget . . . . . . 2.9 17 3.2.4 New Investment Budget . . . . . . . . . . . 30 18 3.2.5 Fuel Budget . .. . . . . . . . . . . . . 30 19 3.3 Information and Approvals . . . . . . . . . . . . . 30 20 3.3.1 Plant Performance Data . . . . . . . . . . . 30 21 3.3.2 Plant Budget Reports . . . . . . . . . . . . 31 22 3.3.3 Plant Specific Strategic Plan Reports . . . 31 23 3.3.4 INPO Evaluations and Assessments . . . . . . 31 24 3.3.5 [ REDACTED ] . . . . . . . . . . . . . . . . 31 25 [ REDACTED ] . . . . . . . . . . . . . . . . 32 26 3.3.6 [ REDACTED ] . . . . . . . .. . . . . . . . 32 27 3.3.7 Correspondence to and from NRC . . . . . . . 32

b*

1 3. 3. 8 - Responses to Participant Inquiries . . . . . 13 2 -

2 3.3.9 [ REDACTED ] . . . . . . .. . . . . . . . . 32 3 [ REDACTED ] . . . . . . . . . . . . . . . . 33 4 3.3.10 Non-routine Information . . . . . . . . . . 33 5 [ REDACTED ] . . . . . . . . . . . . . . . . 33 6 3.3.11 Informal Information . . . . . . . . . . . 34 7 3.4 [ REDACTED ] . . . . . . . . . . . . . . . . . . . 34 8 3.5 Plant Tours . . . . . . . . . . . . . . . . . . . 34 9 3.6 [ REDACTED ] . . . . . . . . . . . . . . . . . . . . 35 10 3.7 Civil Penalties and Meetings . . . . . . . . . . . 36 11 [ REDACTED ] . . . . . . . . . . . . . . . . . 36 12 13 ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . 36 14 4.1 Entitlement of Participants to Output . . . . . . . 36 15 4.2 Determination of Output - Responsibility for 16 Station Service and Losses . . . . . . . . . . . . 36 17 18 ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . 37 19 5.1 Costs Payable by GPC . . . . . . . . . . . . . . . 37 20 5.1.1 Direct Charges . . . . . . . . . . . . . . . 37 21 5.1.2 Allocated Charges . . . . . . . . . . . . . 38-22 [ REDACTED ] . . . . . . . . . . . . . .. . . 39 23 [ REDACTED ] . . . . , , . . . . . . . . . . . 39

- 24 [ REDACTED ] . . . . . . . . . . . . . . . . . 39.

25 5.1.3 Participant Charges . . . . . . . . . . . . 39 26 5.1.4 Revision . . . . . . . . . . . . . . . . . . . 40 27 [ REDACTED ] . . . . . . . . . . . . . . . . . 40 1

1 5.1.5 Advancement of Funds . . . . . . . . . . . . 40 2 [ REDACTED ] . . . . . . . . . . . . . . . . . 41 3 5 . .' . 6 General Accounting Matters . . . . . . . . . 41 4 5.1.7 [ REDACTED ) . . . . . . . . . . . . . . . 42 5 [ REDACTED ) . . . . . . . . . . . . . . . . 43 6 5.2 Resolution of Disputes as to Payments . . . . . . . 43 7 [ REDACTED ) . . . . . . . . . . . . . . . . 43 8 -

9 ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . 44 10 6.1 Confidentiality . . . . . . . . . . . . . . . . . . 44 n

11 [ REDACTED ) . . . . . . . . . . . . . . . . . 44 12 6.2 Restricted Data . . . . . . . . . . . . . . . . . . 45 13 6.3 Safeguards Information . . . . . . . . . . . . . . 45 14 [ REDACTED ] . . . . . . . . . . . . . . . . . 45 15 [ REDACTED ) . . . . . . . . . . . . . . . . . 46 16 17 ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . 46 18 7.1 Absence of Warranty . . . . . . . . . . . . . . . . 46 19 7.2 Indemnification of Southern Nuclear . . . . . . . . 46 20 [ REDACTED ] . . . . . . . . . . . . . . . . 47 21 [ REDACTED ] .. . . . . . . . . . . . . . . 48 22' 7.3 Notification and Participation in Defense of 23 Claims . . . . . . . . . . . . . . . . . . . . . . 48-24 7.4 No Release . . . . . . . . . . . . . . . . . . . . 49 25 7.5 Limitation of Liability . . . . . . . . . . . . . . 50 26 7.6 Severability . . . . . . . . . . . . . . . . . . . 50 t

27

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

i 1

1 ARTICL1 VIII . . . . . . . . . . . . . . . . . . . . . . . . 51 ,

-i

2. 8.1 Nuclear Insurance . . . . . . . . . . . . . . . . . 51 3 8.2 Other Insurance . . . . . . . . . . . . . . . . . . 51 4 8.3 Waiver of Sub'rogation . . . . . . . . . . . . . . . 52 5 8.4 Cooperation . . . . . . . . . . . . . . . . . . . . 52 6 8.5 Workers' Compensation Insurance . . . . . . . . . . 53 7 8.6 Additional Insurance . . . . . . . . . . . . . . . 53 8 8.7 Payment of Premiums . . . . . . . . . . . . . . . . 54 9 8.8 Cancellation of Insurance . . . . . . . . . . . . . 54 10 11 ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . 54 12 9.1 Term . . . . . . . . . . . . . . . . . . . . . . . 54 13 9.2 Termination of the Nuclear Services Agreement . . . 55 14 15 ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . . . 55 16 10.1 Termination . . . . . . . . . . . . . . . . . . 55 17 [ REDACTED ] . . . . . . . . . . . . . . . . . 55 18 [ REDACTED) . . . . . . . . . . . . . . . . . 56 19 20 ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . 57 21 '1.1 holidays, Business Days . . . . . . . . . . . . . 57 L 22 11.2 Entire Agreement . . . . . . . . . . . . . . . . . 58 l

23 11.3 Assignments . . . . . . . . . . . . . . . . . . . 58 24 11.4 Modifications . . . . . . . . . . . . . . . . . . 58 25 11.5 Governing Law . . . . . . . . . . . . . . . . . . 58 l

l- 26 11.6 Counterparts . . . . . . . . . . . . . . . . . . . '58

-27 11.7 Waivers . . . . . . . . . . . . . . . . . . . . . 59 l

'l '11.8 Sale or Disposal of Property . .... . - - . . . . . . :59

2. 11.'9 lio Adverse Distinction . . . . .. . . . . .. .. . . 59

-3 11.10 Notices '

. . . . . . . . . . . . . . . .- . . . . . 60 4' 11.11 Captions . . . . . . . . . . . . . . . .. . . . 60

.5 11.12 Singular and Plural; Gender . . .. . . . . . . . 61  ;

f 6 11.13 Third-Party Beneficiaries . . . . . . . . . . . . 61 7 11.14 Severability . . . . . . . . . . . . . . . . . . 61 8 11.15 Agency . . . . . . . . . . . . . . . . . . . . . 61 9

l

'i

_ .- _ _ _ . . _ _ - - - _ _ . _ - . _ _ _ _ _ _ .....m 1 NUCLEAR OPERATING AGREEMENT 2 DETWEEN 3 GEORGIA POWER COMPANY 4 AND 5 BOUT!!ERN NUCLEAn OPERATING COMPANY, INC, 6

7 8 Tills NUCLEAR OPERATING AGREEMENT is made and entered inte, as 9 of , between Georgia Power Company ("GPC") , a 10 corporation organized and existing under the laws of the State of 11 Georgia; and SOUTilERN NUCLEAR OPERATING COMPANY, INC. (" Southern 12 Nuclear"), a corporation organized ano existing under the laws of 13 the State of Delaware.

14 15 w ITNED8ETN 16 WilEREAS , GPC, Oglethorpo, MEAG and Dalton (collectively the 17 " Participants"), joint owners of Plent llatch and Plant Vogtle, 18 have previously entered into the Participation Agreements 19 pursuant to which Oglethorpe, MEAG and Dalton have irrevocably 20 appointed GPC as their agent in connection with the planning, 21 licer. sing, design, construction, acquisition, completion, 22 management, control, operation, maintenance, renewal, add tion, 23 replacement and disposal (hereinafter the " Agency Functions") of 24 Plant llatch and Plant Vogtle; 25 Wi!EREAS , GPC and its affiliates are undertak'ng to organize 26 their nuclear operating expertise within Southern Nuclear, an 27 affiliate of GPC dedicated to the cperation of nuclear power 28 plants; 29 Wi!EREAS , GPC has determined that it can best carry out its 30 Agency l' unctions through engaging Soutl.ern Nuclear to perf orm 31 Nuclear Operating Services (as hereinafter defined);

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

1 NOW, TilEREFORE, in consideration of the promises and the

? mutual obligations hereinafter stated, the parties hereto agree 3 as follows:

i 4 ARTICLE I 5 DEFINITIONS 6 As used herein, the following terms and phrases shall have, 7 respcetively, the following meanings:

l 8 1.1 " Agency Functions" means the functions of the _

9 Participants' Agent described in the first recital of this 10 Agreement.

11 1.2 " Dalton" shall mean the City of Dalton, Georgia, 12 acting by and arough its Board of Water, Light and Sinking Fund 13 Commissioners, and their respective successors and assignees.

14 1.3 "Each Plant" shall mean and refer to, respectively, 15 Plant flatch and Plant Vogtle individually; provided, that should 16 activities concerning Plant llatch or Plant Vogtic be undertaken 17 with respect ta one unit of such plant individually, the phrase

~

18 Each Plant means and refers to that unit and related common 19 facilities.

20 1.4 " Effective Date" shall mean the date on which Southern 21 Nuclear implements the authorization by the NRC to operate and 22 maintain Each Plant.

23 1.5 " Fuel Budget" shall mean the budget described in 24 Section 3.2.5 hereof.

3

l I

1 1.6 " Fuel Plan" shall maan the plar; described in Section 2

2 3.2.2 hereof.

3 1.7 " Fuel Services" shall mean work relating to supplying ,

l 4 and managing the nuclear fuel for Each Plant including, but not ,

S limited to, planning, procurement, contract administration, fuel l 6 cycle design, fuel core and assembly design, fuel quality 7 assurance, nuclear materials management, and all activities 8 relating to procurement, conversion, enrichment, fabrication, 9 transportation, installation, monitoring, repairing, storage, lo reprocessing and disposal of uranium, nuclear fuel, related 11 materials and waste products.

12 1.8 " Governmental .\uthority" shall mean any local, state, '

13 regional or federal administrative, legal, iudicial, or executive 14 agency, commission, department or other entity, and any person 15 acting on behalf of any such entity.

16 1.9 "GPC" shall mean Georgia Power Company, a corporation 17 organized and existing under the laws of the State of Georgia, 18 and its successors and assigns.

19 1.10 " Legal Requirements" shall mean all laws, codes,

- 20 ordinances, orders, judgments, decrees, injunctions, licenses, 21 rules, permits, approvals, written agreements, regulations and 22 requireTents of or issued by every Governmental Authority having 23 jurisdiction over the matter in question, whether federal, regional, state or local, which may bo. applicable to Southern-l l 25 Nuclear or to GPC or to Each' Plant or any of the rea) or personal i

26 property comprising Each Plant, or to Nuclear Operating Services, 4

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I 1 or to liuclear Support Servicen, or the use, occupancy, 2 possession, operation, maintenance, construction, 3 decommissioning, acquisition, installation, alteration, 4 replacement, reconstruction or disposal of Each Plant or any part 5 thereof.

1 0 1.11 7

8 1

9  ;

I 10 j 4

11 12 13 14 15 I

i.

l-16 [ REDACTED ) l 17 18 19 l-

! 20 l

l) 21 22 23 24 25 26 I:

l 1

5 I

1 2

3 ( hEDACTED )

4 5

6 1.12 "MEAG" shall mean the Municipal Electric Authoritj of 7 Georgia, a public corporation and an instrumentality of the State 8 of Georgia, and its successors and assigns. _

9 1.13 "New Investment Budget" shall mean the budget 10 described in Section 3.2.4 hereof.

11 1.14 "New Investment Services" shall mean work undertaken 12 with respect to Each Plant relating to the planning, design, 13 licensing, acquisition, construction, completion, renewal, 14 improvement, addition, repair, replacement, enlargement, or 15 modification of any Unit of Property as described in the 16 Retirement Unit Manual of the Southern Electric System, including 17 any amendments thereof as may from time to time be appropriate or 18 necessary to comply with Legal Requirements, under circumstances 19 where expenditures for such work are to be capitalized in 20 accordance with the Electric Plant Instructions of the Uniform 21 System of Accounts prescribed for Class A and B utilities by the 22 Federal Energy Regulatory Commission.

23 1.15 "NRC" shall mean the United States Nuclear Regulatory 24 Commission or any successor agency authorized to regulate and 25 license utilization faciliti s pursuant to the Atomic Energy Act 26 of 1954, as amended.

6

1 1.16 " Nuclear Interface Procedure" shall have the meaning l 2 assigned in Section 2.6 hereof.

3 1.17 " Nuclear Managing Board," " Managing Board," or " Board"  ;

4 shall-mean the board established pursuant to Section 2.1 of the 5 Nuclear Managing Board Agreement, the members of which are

-6 representatives of the Participants.

7 1.18 " Nuclear Managing Board Agreement" shall mean that

^  !

8 certain Amended and Restated Nuclear Managing Board Agreement 9 among GPC, Oglethorpe, MEAG and D"1/s da*^d as of the date 10 hereof, as amended from time to t te oftb 'e 4 1 ate.

11 1.19 " Nuclear Operating Serviews' ..all mean Fuel Services, ,

12 New investment Services, end Operation end Maintenance Services 13 with respect to Each-Plant. ,

i 14 1.20 " Nuclear Services Agrooment"'shall mean that certain _;

15 Nuclear Services Agreement'between Southern Nuclear Operating 16 Company, Inc. and Georgia Power Company, dated as of Cetober 31,  !

17 1991, for the procurement of Nuclear Support Services in support 18 of the operation and maintenance of Plant Hatch and Plant Vogtle 19 which agreement shall be terminated on the' Effective Date in 20 accordance with Section 9.2 hereof. '

21 1.21 " Nuclear Services Contractor" shall mean the entity 22

~

who shall provide Nuclear Support Services pursuant to the 23 Nuclear Services Agreement.

t 24 '1.22 " Nuclear Support Services" shall mean those services-  ;

4 25 to be performed by the Nuclear Services Contractor for the 26 Operating Agent in accordance with the Nuclear Services-7  ;

- _ . - . . _ _ . . _ _ . _ _ . _ . - _._ .-,.a._ u.. - . . _ , _ _ _ _ , , , _ , . . _ , . . - _

i 1 Agreement. Nuclear Support Services shall-not include any 2 activity which is required by the NRC operating liconves to be 3~ performed directly by the licensee.

4 1.23 "oEMC" shall mean the Oglethorpo Electric Membership 5 Corporation, now known as Oglethorpe Power Corporation.

6 1.24 "oglethorpo" shall mean oglethorpe Power Corporation 7 (An Electric Membership Generation & Transmission Corporation),

8 an electric membership corporation organized and ex'tsting under 9 Title 46 of the Official Codo of Georgia Annotated, and its 10 successors or assigns.

11 -- 1.25 " Operating Agent" shall mean the entity licensed by 12 the NRC to operate and maintain Plant Hatch and Plant Vogtle.

.13 1.26 " Operation and Maintenance Budget" shall mean the 14 budget described in Section 3.2.3 hereof.

15 1.27 " Operation and Maintenance Services" shall mean work 16 for tha Participants relating to the possession, management, 17 control, start up, operation, availability, production of energy, 18 maintenance, modification, shutdown, retirements, and 19 decommissioning including, but not limited to, any planning, 20 design, engineering, labor, prcourement of materials and 21 supplies, materials management, quality assurance, training, 22 security,-environmental protection, and handling of any source material, special nuclear material or by-product material 24 --together with aaintaining or obtaining licenses and regulatory 125 approvals related thereto,. governmental affairs or regulatory 26 relationships, and all other activity that is not included in or 8

l l

l 1 performed as New Investment Services or ruel Services, but which 2 is required for the operation and maintenance of Each Plant or 3 that may be required to comply with Legal Requirements.

4 1.28 " Participants" shall mean GPC, Oglethorpo, MEAG and ,

5 Dalton, who jointly own Each Plant. References to the  ;

6 " Participants" herein are noi intended to and do not amend or 7 modify rights among the Participants in any Participation s

8 Agreement or other agreement among them.

9 1.29 " Participants' Agent" shall mean GPC, acting in its i

~

10 own behalf and as agent for the other Participants pursuant to 11 the Participation Agrooments and pursuant to the Nuclear Managing 12 Board Agreement.

13 1.30 " Participation Agreements" shall mean the agreements 14 identified in Section 1.31 of the Nuclear Managing Board 15 Agreement, as the same may be amended from time to time 16 hereafter.

17 1.31 " Plant flatch" shall have the meaning assigned in 18 Section 1.32 of the Nuclear Managing Board Agreement.

19 1,32 " Plant Vogt1c" shall have the meaning assigned in 20 Section 1.33 of the Nuclear Managing Board Agreement.

21 1.33 " Prudent Utility Practice" shall mean at a particular 22 time any of the practices, methods and acts which, in the 23 exercise of reasonable judgment in light of the facts known at 24 the time the decisian was made, could have been expected to 25 accomplish the desired result at the lowest reasonable cost '

26 consistent with-goodLbusiness practicos, reliability, safety and 9

-. _ - . _ _ . _ . _ _ _ _ . . _ , . . . _ . , _ . . _ . . . . _ . . . - , 2.1, - _ . ,a.,_.._..._.,...,.-..,.._.- . ,,, - - . , ,

1 expedition. " Prudent-Utility Practice" is not intended to be-2 limited to the optimum practice, method or act to the exclusion 3 of all others, but rather to be a spectrum of possible practices, 4 methods or acts having due regard for, among other things, 5 manufacturers' warranties and the requirements of governmental 6 agencies of competent jurisdiction.

7 1.34 " Services Plan" shall have the meaning assigned in 8 Section 2.6 hereof.

9 1.35 " Southern Electric System" shall mean the electric 10 utility operating company subsidiarias of The Southern Company 11 and Southern Services, collectively.

-12 1.36 " Southern Nuclear" shall mean Southern Nuclear 13 Operating Company, Inc., a corporation, organized and existing 14 under the laws of the State of Delaware, and its successors and 15 assigns.

16 1.37 " Southern Services" shall mean Southern Company 17 Services, Inc., a-corporation organized and existing under the 18 laws of the State of Alabama, and its successors and assigns.-

19 1.38 " Strategic Plan" shall mean the plan containing the 20 information described in Section 3.2.1 hereof.

21' l'.39 "The. Southern Company" shall mean The Southern 22' Company, a corporation organized and existing under the laws of

-23 the. State of Delaware, the subsidiaries of which teclude,-but are i "24 not limited to, OPC, Southern Nuclear and Southern Services, i

I.

10-L .J

1 1.40 " Undivided Ownership Interest" shall mean the interest 2 each Participant owns as a tenant in common with the other 3 Participants in Each Plant.

4 1.41 " Willful Misconduct" shall have the meaning assigned 5 in Section 7.2 hereof.

l 6 ARTICLE II 7 AUTHORITY AND RESPONSIBILITY OF SOUTHERN NUCLEAR 8 WITH RESPECT TO OPERATION OF EACH PLANT _

9 2.1 App _ointag.nt of S_g.gther1_1htc1 ear as OpeLa_tlna Agent and 10 ficpng_.of Au(llprity.

11 GPC, on behalf of itself and as agent for the other 12 Participants, hereby appoints Southern Nuclear to be the 13 'ng Agent of Each Plant on and after the Effective Date-and 14 suthern Nuclear hereby accepts such appointment. As the 15 Operating Agent of Each Plant, Southern Nuclear is authorized to 16 perform and snall be responsible for the performance of all 17 Nuclear Operating Services for Each Plant for and on behalf of 18 GPC in accordance with (i) Legal Requirements, including 19 upacifica)1y, but without limitation, the NRC operating licenses 20 for Each Plant and the rules and regulations of the NRC in effect 21 on and after the Effective Date, (ii) the terms of the 22 Participation Agreements, Nuclear Managing Board Agreement and 23 this Agreement to the extent such terms do not conflict with 24 Legal Requirements, and (iii) Prudent Utility Practice subject to 11

l l

1 Legal Requirements and the terms of the agreements identified in '!

1 2 clause (ii). l 3 2.2 Responsibility _ for the Eafe Operatjon of Each Plant. l 4 Notwithstanding any provisions of this Agreement or any i 5 other ugreement, on and after the Effective Date Southern 6 Nuclear, as the Operating Agent, shall be responsible for the 7 safe operation and maintenar.co of Each Plant and is hereby 8 exclusively authorized to take such actions in the operation of ,

1 9 Each Plant, including without limitation the safe shutdown of 10 each unit at Each Plant, as Southern Nuclear in its sole 11 discretion deems necessary to protect the health and safety of

-12 the public, including the personnel engaged in the operation and 13 maintenance of Each Plant, and to protect the property at Each 14 Plant. In order that Southern Nuclear may meet such 15 responsibility and implement such authority, GPC-shall be 16 obligated to provide Southern Nuclear with financial resources-in 17 accordance with the terms of this Agreement and shall otherwise 18 cooperate with Southern Nuclear in meeting such responsibility 19 and implementing such authority.

20 2.3 Resnonsibility for-Economic Operation.

21 Subject to its primary responsibility set forth in Section >

22 2.2 and the provisions of Section 2.1, Southern-Nuclear shall in 23 accordance with Prudent Utility Practice endeavor to achieve 24 reliable performance of Each Plant, to maximize.the capacity and 25 availability factors and minimize forced outage rates and 12-

.-. -.-_. ..-.. .._. ~. ... ...-,-,._.- -.. -u . . - - . - - - . . _ - ,,.-. - .,-,-, ..: .

1 durations of each unit at Each Plant and to produce busbar costs 2 as low as reasonably possible.

3 2.4 Incidental Authorities of Southern Nucicar.

4 2.4.1 Access _to and control of Each Plant. On and 5 after the Effective Date, Southern Nuclear is hereby granted )

6 unrestricted access to and the exclusive right to use and 7 control the use of all property at Each Plant (including, 8 without limitation, the Exclusion Area designated in the 9 Final Safety Analysis Report Update for Each Plant) and all 10 facilities, equipment and materials situated thereon, and to 11 determine all activities within the site boundary of Each 12 Plant.

13 2.4.2 Licenses and Permits for Each Plent. On and 14 after the Effective Date, Southern Nuclear shall be 15 authorized to and responsible for obtaining, maintaining and-16 complying with all licenses and permits required for the 17 operation and maintenance and the decommissioning of Each 18 Plant from the NRC and other regulatory authorities. In 19 connection with such authority and responsibility, Southern 20 Nuclear shall be responsible for implementing the onsite 21 L_ emergency plan for Each Plant and for coordination 22 activities with local, state and federal authorities in 23 accordance with their respective offsite emergency plans.

2 4 -- - 2.4.3 Costs; Oblications and Liabilities. On-and-25- after the Effective Date,. Southern Nuclear is hereby 26 authorized to incur costs, liabilities and obligations, 13

. - _ _ . _ . . . . _ _ _ . . _ . _ _ _ - . _ . _ - ...,, _ ...- _.m. -_..._,,,-..-,.__._-._._,_;,- - . a _a _ . _ . ,

1 purchase equipment, materials and supplies, perform or 2 retain third parties to perform work and services, and take 3 all actions as may be required to meet its responsibilities (

4 and implement its authorities under this Agreement, subject 5 to the reporting, accounting and auditing requirements set 6 forth in this Agreement, the Participation Agreements and 7 the Nuclear Managing Board Agreement; provided, however, to -

i 8 the extent that the need for any of the foregoing actions is 9 known in advance, then Southern Nuclear shall comply with 10 the provisions of Section S.2 concerning planning and 11 budgeting and all other applicable provisions of this 12 Agrooment. With respect to all other actions, Southern 13 Nuclear shall comply with the terms of this Agreement, the 14 Participation Agreements and the Nuclear Managing Board 15 Agreement.

16 2.5 Transition from GPC to Southern Nuclear.

17 2.5.1 Iranpfer of vraanization and Staff. On the 18 Effective Date, GPC shall transfer intact to Southern p 19 Nuclear and Southern Nuclear shall accept the onsite 20 organization responsible for licensed activities at Each

21 Plant, in place immediately prior to the Effective Date, or 22 such portions thereof, if any, all in acco); dance with the 23 NRC operating licenses as amended on the Effective Date.

Prior to--the Effective Date, GPC-and Southern Nuclear-shall 25 in cooperation take all measures necessary to-effect such 26 transfer without disruption and as efficiently as possible.

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I 1 After the Effective Date, Southern Nuclear shall maintain 2 such organization until such time as Southern Nuclear in its ,

l 1

3 sole discretion determines that changes in the organization 4 or personnel are appropriate. All changes in personnel or 5 in the assignments of personnel shall be in accordance with 6 Legal Requirements and subject to the provisions of this i 7 Agreement.

8 2.5.2 Assianment and Administration ~of Contragig. GPC-

.9 shall assign and transfer to Southern Nuclear all contracts,

• 10 agreements, procurement documents and work authorizations in 11 effect on the Effective Date. Such assignments and 12 transfers shall become effective not later chan the

• 13 Effective Date and shall be accepted by Southern Nuclear.

14 In the event any such contract, agreement, procurement 15 document or work authorization is by its terms nonassignable 16 or the assignment thereof requires the consent of the 17 contractor which cannot be readily obtained without 18 renugotiation, GPC shall authorize Southern Nuclear to 19 ad'.ninister and enforce such contract, agreement, document or-l 20 work-authorization as GPC's agent. After receipt of any 21 such assignment, transfer or authorization to administer, 22 Southern Nuclear shall have the exclusivo responsibility for 23 the administration and enforcement-thereof in accordance 24 with the, terms thereof.

j 15 1

1

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l 1 2.6 Sunport Services to be Provided by GPC.

2 At Southern Nuclear's request GPC shall furnish support-3 services or assistance, materials, supplies, licenses, offices, 4 and real property rights including, without limitation, emergency _

5 response services, power supply services, transmission and 6 distribution system repair, replacement, construction, and 7 maintenance, telecommunications services, public information-a services, environmental services, accounting services, 9 procurement services, maintenance personnel, security personnel t

10 or services, and other personnel, services or assistance as 11 Southern Nuclear may require with respect to Each Plant. Any

~ 12 such support services which GPC shall furnish to Southern Nuclear 13 shall be provideo at cost. Southern Nuclear and GPC shall 14 jointly prepare and maintain a nuclear interface procedure 15 (hereinafter a " Nuclear Interface Procedure") in order to 16 document the support services that GPC provides to Southern '

17. Nuclear. The Nuclear Interface Procedure shall provide for (1) 18 procedures by which Southern Nuclear will budget for such I 19 services, (ii) procedures for GPC to bill Southern Nuclear for 20 .the costs of providing such services, and (iii) such other 21 matters as GPC and Southern Nuclear may agree. Each requented 22 area of support services that involves a continuing interface 23 between Southern NuclearLand GPC shall be documented in a ,

24. services plan (hereinafter " Services Plan") which describes-the l:

L 25 respective responsibilities of each company.

n 16 '

l 1 . . . . _ _ _ . __ ._. _ _ _ _ _ _._ . _ . _ _ _ . _ _.

1 2.7 Other Authorities and Responsibilities of Southern 2 Linglfar.

i 3 Without limiting the generality of the foregoing, the l l

4 authority vested in Southern 11ucl. car hereunder shall include the l 5' following:

6 2.7.1 Stgff and Personnql. Subject to the provisions 7 of Section 3.2.1(v) respecting Strategic Plans, Southern 8 11uclear shall select, hire, compensato, control, and 9 discharge (when deemed appropriate by Southern 11uclear) 10 those persons required to satisfy its obligations under this 11 Agreement; provided, however, 12 -

13 14 15  !

16 [ REDACTED ]

17 18 19 20 21 manager.ent decisions on 22 whether or not to take personnel or salary administration 23 actions shall be made by Southern fluclear in its sole 24 discretion-25 Southern Nuclear shall maintain in effect at all-times 26 after the Effective Date an incentive _ compensation plan for 17-

_.,,-,-..,_u ._,..;.,..,_.,.-_ . _ _ _ _ _ . . _ _ , _ _ . . _ _ . . _ . , ..... _ ,._._ _ .;;, _._. ,._.__,_ _ _ . _ __

1 its employees who are engaged in services for Each Plant 2 relating to compliance with NRC regulations which plan shall 3 have nominal funding, shall be comparable to other similar 4 plans in use in the electric utility industry, and chall 5 address those areas with the greatest potential for-6 noncompliance.

7 2.7.2 Reductions in Canacity and Cutaces at Each 8 Plant. Southern Nuclear shall have the exclusive right to 9 shutdown or reduce the capacity of Each Plant at any time 10 Southern Nuclear determines in its' solo discretion that such 11 action is appropriate to protect public health and safety or 12 to protect the personnel, property or facilities at Each 13 Plant. Ilowever, the Participants shall. retain the authority 14 to determine whether Each Plant should be placed in standby 15 status or operated at reduced output for-economic. reasons, 16 including the need of any Pteticipant for the capacity or 17 c:norgy of Each Plant.

18 2.7.3 Steadv State Qperation. Southern Nuclear shall 19 have the authority and responsibility:to' determine in its 20 sole discretion (i) when it is prudent or necessary to

-21 operate Each Plant at a steady state in order to protect the.

22 nuclear fuel or any plant equipment or to optimize fuel

-23 usage, and (ii)1the rate at which the capacity of Each Plant

-24 may be prudently-adjusted in response to any-dispatch-25 request or demand. Southern Nuclear shall keep the-26 dispatcher of the power and energy generated by Each Plant is

I 1 informed of any such determination and intent to operate  :

2 Each Plant at a steady state and the rate at which the 3 capacity of Each Plant will be adjusted., i f at all, to meet 4 dispatch _ requests or demands. Southern Nuclear recognizes 5 that reductions in capacity and unplanned outages at Each 6 Plant could have an adverse offect on the power supply 7 systems of the respective Participants, their respective B costs of providing electric service or both. Southern 9 Nuclear will ondeavor to consult with the Nuclear Managing l

10 Board concerning any operating conditions which are expected 11 to result in capacity reductions of 5 n percent or more for 12 periods of time in excess of seven days or outages at either 13 unit of Each Plant; provided, however, that Southern Nuclear 14 will only tako such actions when it determines they are

' 15 prudent or necessary from an operating sta.,dpoint.

16 2.7.4 Membershjp and Participation in Industry

- 17 Qrganizations. Southern Nuclear shall be a member of the 18 Institute of Nuclear Power Operations ("INPO") and is hereby 19 authorized to participate in all applicablo INPO programs 20 which will benefit Each Plant, including-programs conducted 21 by the National Academy for Nuclear Training. Southern ,

22 Nuclear is also authorized to participato in_other nuclear 23 industry groups which will benefit ~ Plant Hatch _or Plant 24 Vogtle.-

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1 2.8 ContractiD9 -

2 2.8.1 EgntIAg_tja.y_i_tll_Af111]f ted QLtities. Southern

• 3 fluclear has entered into a contract with Southern Services 4 under which Southern liuclear snay obtain certain services in 5 support of its performance of fluclear Support Services or ,

Southern lluclear is hereby i 6 Huclear Operating Services.

7 authorized to enter into additional contracts, agreements or 8 other arrangements with any affiliate of Southern !Juclear as 9 may be permitted under Legal Requirements 10 11 12 13 14 15 [ REDACTED )

16 17 18 19' 20 21 22 -

23 Additionally,

-24 Southern Nuclear acknowledges that any liability-of-the 25 Participants under each such contract, agreement or other-26 arrangement shall be several in proportion to their 20

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

- - . . - - - - - . - - - - ~ - - - - -

l t

i 1 respective Undivided Ownership Interests and not joint or  !

2 joint and several. 4 3 2.8.2 Contracts with- Non-af fillated Third Parties.

4 Southern Nuclear is authorized to enter into any contract 5 with any non-affiliated third party for the procurement of 6 equipment, materials, supplies or services; 7

8 [ REDACTED ]

9 and provided 10 further that any such contract shall meet Legal 11 Requirements. GPC is a party to a Government Areawide .

r 12 Contract under which it provides electric service to the 13 Federal Government. Southern Nuclear shall incorporate into 14 all contracts with third parties respecting Each Plant the 15 applicable provisions of the Federal Acquisition Regulations 16 including, but not limited to: 48 C.F.T:. SS 52.203-6 and 17 -7; 52.215-?; 52.219-8 and -9; 52.220-3 and -4; 52.222-4, 18 -23, -26, -27,_-35, -36 and ~37; and 52.223-2 and -3, 4

19 Southern Nuclear shall notify all third parties with 20 whom it contracts that it is not authorized to bind the -

21 Participants to joint or joliit and several liability and-22 that any liability of the Participants under such contract 23 _shall be several in proportion to their respective Undivided ,

24 --Ownership-Interests.

25 )

26 [ REDACTED]

21

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15 16 17 18 19 20 21 l-l 2

23 24 25 i.

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5 6

7 8

9 10

-11 12 [ REDACTED ]

13-14 15 16 17 18 19 20 r 21 l-22 23 24 2.9 pecommissioninc of_Each-Plant.-

- 25 At such time as has been determined, pursuant to the 26 applicable Participation Agreements, that any-unit at Each Plant-23 l^

I- _-

.- . _ ,s_.... ._. . _ _ _ . . - . . _ . . _ . , - _ , . . . . . . _ . _ . - . . . . - - - . - - - . _ . _. . . . . _ _ _ . _ _ . . . -

1 shall be permanently removed from service, Southern Nuclear shall 2 be authorized to and responsible for all actions required to 3 decommission such unit in accordance with Legal Requirements and 4 a decommissioning plan approved by the NRC and by the Nuclear 5 Managing Board in accordance with Section 2.3.9 of the Nuclear 6 Managing Board Agreement.

7 2.10 EQlqt;141Ds Respons_ib_1.lity for all Agency Functipng.

8 In exercising it authority as provided in this Agreement, _

9 GPC shall assure that Southern Nuclear's performance hereunder is 10 in furtherance of GPC's Agency Functions under th( Participation 11 Agreements and accepts Southern Nuclear's actions as its own.

12 2.11 bRtlLority to.Act as Agent for GPC aA(L right o( Third 13 Ea.riigs to Rely _gn_Agnngy.

14 In the conduct of the authority vested in Southern Nuclear 15 in this Article II, GPC hereby designates and authorizes Southern 16 Nuclear to act as its attorney-in-fact and agent for such 17 purposes, including authority to enter into and administer 18 contracts on behalf of GPC for procurement of materials, 19 equipment or services and authority to administer contracts 20 entered into by GPC with respect to Each Plant. As relates to 21 all third parties, the designation of Southern Nuclear as agent 22 shall be binding on GPC. Southern Nuclear accepts such 23 appointment as agent of GPC. Upon request from Southern Nuclear, 24 GPC shall provide written confirmation of this agency 25 relationship to third parties.

24

1 2 ARTICLE III 3 ODLIGATIONS OF SOUTHERN NUCLEAR 4 3.1 Meet.inas_with the Nqqlear Mananing Board.

5 In order to assure that the Participants are informed as to 6 the status of operations at Each Plant, an officer of Southern 7 Huclear, together with any employees or consultants of Southern 8 Nuclear as auch officer may designate, shall attend each meeting 9 of the Nuclear Managing Board. At such meetings, Southern 10 Nuclear shall present information concerning plant performance, 11 the status and condition of Each Plant, including review of the 12 problem status reports and new capital projects, shall convey an 13 overview of Each Plant and its operations and shall address 14 agenda items established by the Nuclear Managing Board. Southern 15 Nuclear will _nform the Managing Board of events which are 16 affecting or may affect the availability of any unit at Each 17 Plant.

18 3.2 Elans and Budgeta.

19 Strategic Plans, Fuel Plans, Operation and Maintenance l

20 Budgets, New Investment Budgets and Fuel Budgets shall be i 21 submitted to the . clear Managing Board by Southern Nuclear as l

22 provided in-Sections 3.2.1 through 3.2.5 hereof.

23 24' [ REDACTED J-25 25 L

1 2

3 4 ( REDACTED ]

S 6-7 8 ,(

9 Southern Nuclear shall attempt to provide Nuclear Operating 10 Services in accordance with approved plans and within the 11 aggregate annual amount of approved budgets. Notwithstanding the 12 foregoing, South).rn Nuclear makes no representation, warranty or 13 promise of any kind as to accuracy of any such plan or budget, or 14 that any attempt referred to in the preceding sentence will be 15 successful, and in no event shall GPC be relieved of its 16 responsibility to pay costs incurred by Southern Nuclear as 17 required in Article V hereof.

18 3.2.1 Stratenic Plan. A Strategic Plan for Each 19 Plant shall be submitted to the Nuclear Managing Board by 20 May 15 of each year and Southern Nuclear shall take such 21 other actions as may be required by Section 4.1 of the 22 Nuclear Managing Board Agreement.

-23

-24 25 ( REDACTED ]

26 26

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6 7 ,

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9 10

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15 16 17 18 19 I

20 21 22 23

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25 26 ,

27

1 2

3 4

5 1 6

7 i

8- l 9

10 [ REDACTED )

11 12 13 14 15 ,

16 17 18 19 20 21 3.2.2 Fuel Pla.D.- A-ten year Fuel Plan-for Each. Plant 22 shall be submitted to-the Nuclear Managing Board by 23 September 15-of each year. Each Fuel Plan shall describe in 124 reasonable. detail each action or contemplated action and-28 t

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i 1 payment and the dates thereof, core usage and design burn 2 up, estimated fueling dates and the energy expected to be 3 generated by each unit for each fuel period of the Fuel 4 Plan, a cash flow analysis of forecasted expenditures and l l

5 credits for each Participant for each major component of the i i

6 fuel cycle by years, and cash flow by months for the first 7 five years. Each Fuel Plan will also provide the following 8 information with respect to the spent fuel at Each Plant:  !

. 9 the existing spent fuel storage capacity; the current spent 10 fuel inventory; the projected date when the spent fuel 11 storage capacity will be fully utilized; the projected dates 12 when shipments of spent fuel for disposal will commence; and 13 the projected date when additional spent fuel storage 14 capacity may have to be provided.

15 3.2.3 QpSration and Maintenang_n BuAgqt. By August 15 16 of each year, Southern Nuclear shall submit to the Nuclear 17 Managing Board a written Operation and Maint^ nance Budget 18 estimate of the costs of Operation and Maintenance Services 19 of Each Plant for the next calendar year, With a forecast of.

20 budget requirements for the succeeding four c?londar years.

21 Southern Nuclear shall take sucn other actions as may be 22 required by Section 4.3 of the Nuclear Managing Board 23 Agreement. Each budget %221 be supported by detail 24 reasonably adequate for the purpose of review by the Nuclear 25 Managing-Board.

29

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

l 1 3.2.4 _New Investment Budoet. By August 15 of each 2 year, Southern Nuclear shall subnit to the Nuc'. ear Managing 3 B.3.rd a written New Investment Budget estimate of the cost 4 of New Investment Services for Each Plant for the next-5 calendar year, with.a forecast of b Jget requirements for 6 the succeeding four calendar years. Southern Nuclear _shall_

7 take such other actions as may be required by Sectior. 4.4 of 8 the Nuclear Managing Board Agreement. Each budget shall_be-9 supported by detail reasonably adequate for the purpose of

'O review by the Nuclear Managing Board.

11 3.2.5 Euel Bydget. By August 15 of each year, 12 Southern Nuclear shall submit to the Nuclear Managing Board 13 a written Fuel Budget estimate of the costs of Fuel Services 14 for Each Plant for tne next calendar year, with a forecast 15 of budget requirements for *

.ucceeding four calendar 16 years. Southern Nuclear shall take such other actions as 17 may be required by Section 4.5 of the Nuclear ManagingLBoard 18 Aareement. Each budget-shall be-supported by detail 19 reasonably adequate for the purpose of review by the Nuclear 20 Managing Board.

21 3.3 Information an'd Approvals.

22 Southern Nuclear shall furnish to the Nuclear Managing Board 23 the following information and repcrts:

24 3.3.1. Plant Performance Data. At the time of 25 submittal of each Strategic Plan, Southern Nuclear will also 26 furnish a comparison of the performance of_Each Plant 30

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

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

l' relative to other plants using performance indicators,

-2 including, without limitation, the unit cost of geroration, 3 in common use in the nuclear industry or as may be specified 4 by the Nuclear Managing Board, j l

5 3.3.2 . Plant Budoet Reports. Southern Nuclear wil.

6 furnish monthly data showing actual costs for Operation and  !

7 Maintenance Services, New Investment Services and Fuel 8 Services with comparisons to the respective budgets-for such' 9 services This report will normally be provided by the end 10 of the succeeding month.

11 3.3.3 Plant Specific Stratecic Plan Reports. At least 12 bimonthly, Southern Nuclear will furnish data showil.j actual 13 performance for each unit at Each Plant comparad to goals 14 contained in the Strategic Plans for Each Plant.

15 3.3.4 INPO Evaluations and Assessments. Southern 16 Nuclear will make available for review by the

-17 representatives of each Participant copies of evaluations 18 and assessments of Each Plant by the Institute of Nuclear 19 Power operations ("INPO").

20 3.3.5 q:

22-23 24 [ REDACTED ]

25-J 26 31

- ,_ , w- , - - -n , ., , , - . . . . , , -,_

1 2

3 [ REDACTED )

4-5 6 3.3.6 7

8 9 [ REDACTED ]

lo 11 12 3.3.7 Correspondence to and from NRC. Southern 13 Nuclear shall furnish to any member of the Nuclear Managing 14 Board at his or her request copies of correspondence to and 15 from the NRC concerning Each Plant.

16 3.3.8 Responses to Participant Inauiries. In addition 17 to the obligation of Southern Nuclear _to provide the 18 information.and access as explicitly required herein,

-- 19 Southern Nuclear will respond to reasonable written-requests 20 from any Participant for information not otherwise provided-21= pursuant to this Agreement regarding Nuclear Operating 22 Services for Each Plant. Southern Nuclear will designate a

23 person to be responsible for being responsive to inquiries 24 from the Parti 1 pants.

25 3.3.9 26 [ REDACTED ]

32

-1 2

3 4 [ REDACTED )

5 6

7 8 3.3.10 Non-routine In[ormation. Southern Nuclear 9 shall promptly provide the Participants with the following 10 information: information on work disruptions or stoppages, 11 and Notices of an Unusual Event, Alert, Site Area Emergency, 12 or General Energency (as such terms are defined in the 13 emergency plan for Each Plant). Southern Nuclear shall also 14 inform the Participants and the dispatcher of.the power and 15 energy generated by Each Plant as soon as practical 16 [ REDACTED ]

17 after the occurrence at Each Plant of any 18 unplanned outage of a unit, any significant extension of-a 19 planned unit outage, any unplanned reduction in the capacity 20 of a unit for an extended period, or any event or regulatory 21 action which may substantially affect-the operation of Each 22 Plant. -Information in this category'also includes informal 23 reports concerning events which Southern Nuclear believes-24 may result in public interest or may lead to inquiries-to 25- Participants by members of the public,-and news releases 26 issued by Southern Nuclear.

33

1 3.3.11' . Informal Information. Southern Nuclear snall.

2 ' permit informal communications between representatives of 3- any Participant and Southern Nuclear's employees of a 4 general nature and shall give representatives of the 5 Participants access to routine reports and records on plant 6 operations and conditions that are normally readily 7 available at Each Plant.

8 3.4 9

10 11 12 13 14 [ REDACTED ]

15 16 17 18 i

19 20 l

21 3.5 Plant Tours,

) :22 Each Participant shall have the right to have its.

23 representatives and guests visit Each Plant, with prior approval 24 of Southern Nuclear, tua tour the facilitics, and observe plant

~25 activities; provided that such visit or tour will not interfere 26 with the operation of the plant, plant. safety or security. Such 34

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

1 representatives and guests shall_ comply with all applicable. rules.

_2 and regulations in effect at <2ch Plant whether imposed by 3 Governmental Authority'or by Southern Nuclear.

4' 3.6 5

6 7

8 9

10 11 12 [ REDACTED-)

13 14 15

! 16 17 18 i

f :19 l

20 21 22-23-35 l

l

1- 3.7 Civil Penaltigs and Meetinas.

2 In each case when a civil penalty is assessed against 3 Southern Nuclear with respect to Each Plant, Southern Nuclear 4 shall provide the members of the Nuc1 car Managing Board with a 5 description of the violation, the root cause determination.of the 6 violation, and the corrective action taken and to be taken to 7 avoid repeat violations.

8 9

10 [ REDACTED ]

11 12

-13 ARTICLE IV 14 ENTITLEMENT TO OUTPUT 15 4.1 Entitlement _pf Participants to Outnut.

16 The Participants shall be entitled to all of the output from 17 Each Plant at the time generation in such units occurs. Southern 18 Nuclear shall have no entitlement to output or control over 19 scheduling of-the-units other than such control as is necessary 20 for the safe or prudent operation or shutdown of Each Plant. -

21 4.2 Determination of Output - Responsibility for Station 22 Service and Losses.

23 Output of Each Plant shall be the gross generation of such 24 plant, less station service requirements, and less adjustments 25 for losses experienced. GPC shall be responsible for providing

, 16 all offsite electric power required at Each Plant whenever the 36

1 station service and losses exceed the gross generation of such 2 plant.

3 ARTICLE V 4 COSTS 5 5.1 Costs Payable by GPC.

6 GPC shall pay to Southern Nuclear the costs incurred by 7 Southern Nuclear in providing Nuclear Operating Services for Each 8 Plant. The costs of such services shall be computed in 9 accordance with applicable rules, regulations and orders of the 10 Securities and Exchange Commission (including Rules 90 and 91 11 under the Public Utility Holding Company Act of 1935, as 12 amended), and shall include both Direct Charges and Allocated 13' Charges, as hereinafter defined. The obligation to make payments 14 as specified herein shall continue notwithstanding the capability 15 (or lack of capability) of Each Plant to produce power for any 1

16 reason. Southern Nuclear shall submit to GPC on or before the 17 last day of each month an invoice or invoices for Each Plant for 18 the costs of such Nuclear Operating Services provided for such-19 plant incurred during the preceding month in format and detail 20 specified from time to time by GPC.

21 5.1.1 Direct Charcos. To the extent that the costs 22 incurred by Southern Nuclear in' connection with Nuclear 23 Operating Services for Each Plant can be identified and

-24 related to a particular transaction, direct charges will be 25' made by Southern Nuclear against such plant (hereinafter 26 " Direct Charges"). Direct Charges shall include, without 37

. ~ - - --. . - _ -

~

1 limitation, (1) all payroll costs of Southern Nuclear 1 2 employees dedicated full-time to provide Nuclear Operating 3 Services solely =for Each Plant, (ii) all payroll costs of ,

4 other Southern Nuclear employees whose entire payroll costs 5 are not treated as Allocated Charges for hours or portions-6 thereof spent in performing Nuclear Operating Services ,

7 solely for Each Plant, (iii) costs incurred under contracts 8 that are administered by Southern Nuclear for Nuclear 9 Operating Services for Each Plant, (iv) liabilities and 10 costs of Southern Nuclear arising -in connection with Each 11 Plant that are indemnified pursuant to Section 7.2 hereof, 12 and (v) premiums and assessments paid for insurance which -

13 Southern Nuclear is obligated to maintain pursuant to 14 Article VIII hereof solely in connection'with Each Plant.

15 Payroll costs shall include, without limitation, wages and l

L 16 salaries, overtime and premium payments, payroll taxes, l

17 retirement, insurance and other benefits and contributions L 18 paid by Southern Nuclear in accordance with its established 19 personnel policies in effect from time to time.

20 5.1.2 Allocated Charaes. " Allocated Charges" are all

=21 of those costs of Nuclear-Operating Services incurred by 22' Southern Tuclear that (i) are not included in the Direct--

23 Charges for Each Plant and (ii) equitably should be shared.

24 between Plant Hatch and Plant Vogtle or between GPC and any.

25 other company or companies for which Southern Nuclear 26 provides services. Allocated' Charges shall 38

.- r&y - . . , . - - - .y 7.,-,. y,7

1-2-

3 [ REDACTED )

4 5

6 7 Except as hereinafter provided with respect to costs 8 of certain Fuel Services, Allocated Charges shall be 9 allocated and charged to Each Plant in accordance with the 10 Cost Allocation Manual and any revisions made thereto from 11 time to time 12 [ REDACTED ]

13 and subject to required approvals, 14 it any, by any Governmental Authority. The. plant basis'of 15 allocation as described in the Southern Nuclear' Cost 16 . ocation Manual, will be used except as otherwise required l'7 by the Public Utility Holding Company Act of 1935,'as

?8 amended 10 20 21 [ REDACTED )

122 i .2 3 -

24 25 5.1.3 Participant Charoes. Southern Nuclear shall 26 . list separately on its invoice to'GPC the cost of specialT 39 1

_ __u-_ e 4. e, w< w w *-y iw-

1 services provided to any Participant, including GPC, upon 2 its written request, e 2 g1, preparation or review of 3 testimony, exhibits or analyses for any rate case or other 4 regulatory proceeding. The costs of any such special 5 services shall be the sum of the special direct charges and 6 special prorated charges which shall be determined in the 7 same manner as provided in Sections 5.1.1 and 5.1.2 hereof.

8 5.1.4 R_evisiom. Should Southern Nuclear undertake to _

9 perform services for any other affiliated company, the 10 responsibility for the cost of such services shall be 11 determined in the same manner as provided in this Section 12 5.1.

13 14 15 16 17 [ REDACTED ]

18 19 20 21 22 23 5.1.5 Advancement of Funds. Southern Nuclear shall 24 prepare forecasts, in such frequency, form and detail as GPC 25 shall direct, of the funds required to pay Southern 26 Nuclear's anticipated costs of the Nuclear Operating 40

1 Services to be provided to GPC and the dates on which 2 payment of such anticipated costs shall become due. GPC 3 shall advance funds or cause funds to be advanced to 4 Southern Nuclear in such amounts and at such times, 5 determined on the basis of such forecasts, to enable 6 Southern Nuclear to pay its costs of Nuclear Operating 7 Services on or before the dates on which payment of such 8 costs shall be due. Such advances shall be made by deposits 9 or bank transfers to accounts of Southern Nuclear with a ,.

10 bank or banks whose deposits are insured, subject to 11 applicable limits, by the Federal Deposit Insurance 12 Corporation as Southern Nuclear shall designate. Any excess 13 funds in such accounts shall be invested by Southern Nuclear 14 [ REDACTED ] and all 15 investment income an' appreciation received on such funds ,

16 shall be credited against the cost of Nuclear Operating 17 Services provided to GPC.

18 Southern Nuclear shall have authority to draw checks on 19 such account (s) only as necessary to pay costs of Nuclear 20 Operating Services. In no event shall GPC fail to provide 21 funds required to pay such costs, even where a dispute 22 arises as to the appropriateness of such costs, it being 23 agreed that any such dispe'.e shall be resolved as provided 24 in Section 5.2 hereof.

25 5.1.6 General Accountina Matters. Determinations by 26 Southern Nuclear on all accounting matters related to the 41

1 1 transactions contemplated by this Agreement'will be in-2- accordance with generally accepted accounting principles and 3 the Securities and-Exchange commission's Uniform System of 4 Accounts for Mutual and Subsidiary Service Companies, 5 utilizing the accrual method of accounting, unless otherwise 6 specifically provided in this Agreement or mutually agreed 7 by Southern Nuclear and GPC or as prescribed by other -

8 regulatory agencies having_ jurisdiction, as the case may be, 9 from time to time.

10 5.1.7 11 12 13 14 15 I

16 17 18 [ REDACTED ]

19-20 L 21 22 23 24-25 l.

26 42 l . - .

l' 2

3 4

5 [ REDACTED ]

6 7

8 9

10 5.2 Resolution of Discutes as to Payments.

11 GPC shall have until the expiration of the 180-day rule 12 pursuant to Section 9.15 of the Nuclear Managing Board Agreement 13 to question or contest the correctness of any respective cost-

'14 shown on a billing statement from Southern Nuclear, after which; 15 time the correctness of such cost shall.be conclusively presumed.

16 17 18 [ REDACTED )

19 20 No dispute 21 whatsoever as to the payment of costs shall permit GPC to delay

~2 2 payment in fulllof all costs on the date required.- If GPC shall 23 have made payments responsive to any disputed invoice and if

24 Southern Nuclear and GPC, or a court of competent jurisdiction, 25 should later determine that a disputed-invoice was-for an amount 43

1 in excess of the correct amount due, then Southern Nuclear.shall P

2 be obligated to_ refund the difference to GPC.

3 ARTICLE VI 4 PROTECTION OF INFORMATION 5 6.1 Confidentiality.

6 Either party may, from time to time, come into possession of 7 information of the other party that is either confidential or 8 proprietary, including, without limitation, Safeguards 9 Information, as that term is defined in Section 6.3 hereof. Each 10 party having any such information which bears the legend 11 " Proprietary Information" or " Safeguards Information" will not 12 reproduce, copy, use or disclose (except when required by a 13 Governmental Authority) any such information in whole or in part 14 for any purpose without the written consent of the other party.

15 16 17 [ REDACTED ]

18 19 20 In disclosing 21 confidential or-proprietary information to a Governmental 22 Authority, the disclosing party shall cooperate with the other 23 party in minimizing the amount of_such information furnished. At 24 the specific request of the other party, the disclosing party 25 will endeavor to secure the agreement of such Governmental 26 Authority to maintain specified portions of such .information-in 44

1- confidence. Public dissemination of information by the

-2 furnishing party before or after it is furnished shall constitute 3 a termination of the confidentiality requirement as to that 4 specific information.

5 6.2 Restricted Data.

6 Both Southern Nuclear and GPC agree that they will not 7 permit any individual to have access to Restricted Data, as that 8 term is defined in 42 U.S.C. S 2014(y), until the Office-of 9 Personnel Management shall have made an investigation and report 10 to the NRC on the character, associations, and loyalty of such 11 individual and the NRC shall have determined that permitting such 12 person to have access to such Restricted Data will not endanger 13 t common defense and recurity.

14 t.3 Safeauards Information.

15 Notwithstanding any other provision of this Agreement, any

-16 access to Safeguards Information, as that term is defined in 10' 17 C.F.R. S 73.2, shall be subject to the limitations and conditions 18 of 10 C.F.R. S 73.21. GPC and each other Participant agrees.that L .

19 any information provided under-this Agreement will not be used I 20 nor controlled in any manner that (1) would. compromise any part 21 of the safeguards plan for Each Plant, (ii) would be in 22 contravention of applicable Legal Requirements, _ or (iii) would 23 cause Southern Nuclear to violate any arrangement regarding L: -24 confidentiality or proprietary rights that Southern Nuclear has

-25 with any third party; 26 [ REDACTED ]

l 45 i

2 [ REDACTED ]

3 4

5 ARTICLE VII 6 LIMITATION OF LIABILITY AND INDEMNIFICATION 7 7.1 Absence of Warrantv.

8 Southern Nuclear does not warrant that its performance of 9 Nuclear Operating Services will meet the standards set forth in 10 Section 2.1 hereof, and its sole obligation if it fails to meet 11 such standards is to reperform at the request of the 12 Participants' Agent the deficient work at cost payable by GPC in 13 a manner that complies with such standards. GPC acknowledges 14 that such services are not subject to any warranty of any nature, 15 express or implied, including any warranty-of merchantability or  !

16 fitness for a particular purpose.

17 7.2 Indemnification of Southern Nuclear.

18 GPC shall and hereby agrees to release, indemnify and save l

l 19 harmless and defend Southern Nuclear, to the fullest extent 20 permitted by applicable law, from the payment of any sum or sums L 21 of money to GPC or any other third party on account of, or 22 resulting from, actions, claims, damages, losses, or liabilities 23 growing out of (1) injuries to or the death of any person,-(11) l 24 damage to or loss of any property, and (iii) other damages in any 25 way attributable to or arising out of the performance and 26 prosecution of any project or work performed by southern Nuclear, 46 i

-1 its employees, agents, rubcontractors or any combination thereof, 2' for or on behalf of GPC-for Each Plant, whether or not the same j 3 results or allegedly results_from tort (including, without 4 limitation, negligence, strict liability, fraud and breach of 5 fiduciary duty), breach of contract (including, without 6 limitation, breach of warranty), the laws of real property or any 7 other legal or equitable theory of law. Further, GPC shall and  !

8 docs hereby agree to release, indemnify and save harmless-and  ;

i 9 defend Southern Nuclear, to the fullest extent permitted by 10 applicable law, (a) from any and all liens, garnishments, 11 attachments, claims, suits, costs, attorneys' fees, costs of 12 investigation and of defense resulting from, incurred in l 13 connection with, or relating to any of the actions, claims, 14 damages, losses or liabilities referred to in.the preceding _

15 sentence, (b) from the payment of any such sum or sums of money, o l

16 and (c)-from the payment of any penalties, fines, damages, suits j 17 or claims (and any liens or attachments asserted in connection 18 therewith) arising out of-(1) any alleged or actual violation of 19 Legal Requirements committed by Southern Nuclear or its j 20 employees, agents or subcontractors, or (2) services or labor

-21 performed or materials, provisions or supplies furnished.which '

22 have been purchased or allegedly contracted for or on behalf of.

23 'GPC or its employees, agents or subcontractors. -

24 l 25 [ REDACTED ]

1 26 i

47

i 1

2 3

4 5

6 7

8 9

- 10 ( REDACTED ) 3 11 12 13 14 15 16 17 18- 7.3 Notification and Participation in Defense of C?ain,3 19 Southern Nuclear shall within five business days after it 20 receives notice of any claims, action, damages, losses or l 21 liability _against which it will expect to be indemnified pursuant-22 to Section 7.2 hereof, notify CPC of such-claims, actions, 23 damages, losses or liabilities. Thereafter, GPC may at its own

-24 -expense, upon notice to-Southern-Nuclear, defend or participate L 25- in the defense of such action 1or claim by a third party or any l

l'

! 48 m+ 0 e w v, - e ,

.._ . _ _ . - -. .__-.._m_ ... - _ ___._ _ _ .. _. -_,_ ~ _ . __ _ .

l' negotiation-for~ settlement of such action or claim, provided that 2 unless GPC proceeds promptly and in good faith to pay or defend 3 such action or claim, then Southern Nuclear shall have the right

~

4 (but not the obligation), upon tan days' notice to GPC to pay, 5 settle, compromise or proceed to defend any such action or claim 6 without further participation.by GPC. GPC shall Immediately-pay

?

7_ (or reimburse Southern N. . lear, as the case may be) any payments, 8 settlements, compromises, judgments, costs _or expenses made or 9- incurred by Southern Nuclear in or resulting from the pursuit by 10 Southern Nuclear of such right. If any judgment is rendered 11 against Southern Nuclear in any action defended by GPC or from-12 which Southern Nuclear is otherwise entitled to indemnification-13 under Section 7.2 hereof, or any lien attaches to the assets of 14 Southern Nuclear in connection therewith, GPC immediately upon 15 such entry or attachment shall pay the judgment in full or 16 discharge any such lien unless at its expense and direction, I

j 17 appeal shall be taken under the execution of the judgment or 18 satisfaction of the lien is stayed. If and-when a final and 19 unappealable judgment is rendered against Southern Nuclear in-any.

20 such action GPC shall forthwith pay-such judgment or discharge

-21 such lien-prior to the time that Southern Nuclear would be 22 legally held _to do so.

L - 23 7.4- No Release.

24 It-is-also-understood and agreed that nothing contained-25- herein shall be construed to re' .se the-officers and directors 26- of GPC from the obligation to perform their respective duties,.or 49 b

4

,w ., +. ~ . ~ . . -,--,-_-,-m,-- . . , - , , , , - - , - - . ,- .-,-#~,- - - - , , , , ,, v- --- , , - . s . . , .-

1 to limit the exercise of their powers in accordance with the 2 provisions of law or otherwise.

3 7.5 Limitation of Liability.

4 Notwithstanding anything in this Agreement to the contrary, 5 GPC agrees that in no event shall Southern Nuclear or its agents, 6 subcontractors or employees be liable to GPC for any indirect, 7 special, punitive, incidental or consequential damages including, 8 without limitation, (1) loss of profits or revenues, (ii) damages _

9 suffered as a result of the loss of the use of their power s

10 cystem, production facilities or equipment, (iii) cost of 11 purchase of replacement power (including any differential in fuel 12 costs), or (iv) cost of capital with respect to any claim based 13 on or in any way connected with this Agreement whether arising in 14 contract (including, without limitation, breach of warranty),

15 tort (including, without limitation, fraud, negligence, strict 16 liability or breach of fiduciary duty), under the laws of real 17 property, or under any other legal or equitable theory of law.

18 GPC shall indemnify and hold harmless Southern Nuclear, its 19 agents, subcontractors, directors and employees from and against 20 any claim by any customer of a Participant for any direct, 21 indirect, special, punitive, incidental or consequential damages 22 arising out of any performance or failure to perform under this 23 Agreement.

24 7.6 Severability.

25 In the event that any particular application of any of the 26 limitations of liability contained in this Article VII should be 50

i 1 finally adjudicated-to be void as a violation of the public

~

2 policy of the State of Georgia, then such limitation of liability 3 shall not-apply with respect to such application to the extent 4 (but only to the extent) required in order for such lir.itation of-5 liability not to be void as a violation of Lucn public policy, 6 and such limitations of liability shall remain in full force and 7 effect with respect to all other applications to the fullest 8 extent permitted by law.

-9 ARTICLE VIII 10 INSURANCE 11 8.1 Huplear Insurance.

12 GPC shall obtain and maintain in effect during the term of 13- this Agreement the folliwing insurance coverage:

14 Nuclear liability, nuclear decontamination and property 15 damage insurance, and government indemnification of nuclear 16 liability arising from the operation and maintenance of Each 17 Plant in amounts mutually agreed upon equal to or exceeding 18 any amount or amounts required by law. Southern Nuclear 19 shall be a named insured on such insurance and 20 indemnification unl' s such insurance or indemnification

-21 provides-coverage to all persons held legally liable.

-22 8.2 Other Insurance.

23 Southern Nuclear shall obtain~and maintain in effect during 24 the term of-this Agreement such insurance as GPC and Southern 25 ' Nuclear may agree including, without limitation, employers 26 liability and general liability insurance and officers and 51

I 1 directcrs insurance. Premiums for such insurance shall be 2 included in the costs of Nuclear Operating Services.

3 8.3 Waiver of SubrogatioD.

4 Each insurance policy obtained by Southern Nuclear hereunder 5 shell contain waivers of subrogation against GPC. GPC shall 6 require its insurers to waive all right of subrogation against 7 Southern Nuclear and its subcontractors, regardless of fault, for 8 all claims, including without limitation, decontamination of, 9 physical damage to or loss or destruction of any property at the 10 location of Each Plant as defined in the decontamination and 11 property damage insurance policy for Each Plant and, if GPC or 12 any other Participant obtains and maintains insurance for the 13 cost of replacement power, for all costs of replueement power.

14 8.4 Cooperation.

15 Southern Nuclear will take steps to meet the requirements of 16 such insurance policies and cooperate with GPC to furnish 17 information, establish procedures, crect or change physical 18 facilities and otherwise meet the requirements of the insurers to 19 maintain coverage in effect and to collect claims that may be 20 made under such insurance. At the request of Southern Nuclear, 21 GPC shall provide Southern Nuclear and Southern Nuclear shall 22 file with the NRC financial statements of the Participants and 23 such other proof as may be required to comply with the rules and 24 regulations of NRC.

52

1 8.5 . Workers' Compeneation-Insurance.

2 Southern Nuclear shall qualify as a self-insurer in Georgia 3 and with the U.S. Department of. Labor for U.S. Longshoreman's'and 4 Harbor Workers Act, but will provide an umbrella policy to cover 5 benefits in excess'of its assumed liability for workers' 6 compensation, the Longshoreman's and Harbor Worker's Act, and 7 employers liability. GPC and Southern Nuclear acknowledge that, 8 pursuant to the terms of this Agreement, all premiums for 9 Southern Nuclear workcrs' compensation insurance and all payments 10 to Southern Nuclear employees, including workers' compensation 11 benefits, relating to work performed by such employees while on 12 the premises of Each Plant are effectively made by GPC, since 13 such premiums and payments constitute Direct Charges (as defined 14 in Section 5.1.1 hereof) incurred by Southern Nuclear in relation 15 to Nuclear Operating Services for Each. Plant. It'is the intent 16 of GPC and Southern Nuclear that for purposes of workers'

.17' compensation GPC not be exposed to greater liability by virtue of 18 this Agreement than GPC would have if it had utilized GPC 19- employees to perform Nuclear Operating Services.

l l

20 8.5 A.dditional inaurance.

21 In the event GPC or any other Participant at any time or 22 from time to time shall have elected to participate in 23 supplemental insurance programs to cover other risks arising =from.

24 the ownership and operation of a nuclear power plant, including 25 the. extra costs of~ replacement power, the costs of such i

53

)

.1

. . . . . ._ - - . . - . . - - . . - . . . - . . . . . , . - - ,, , . , - , . - - . . . . . - . . , . - - - 8 .--

1 protection shall be borne by GPC or such other Participant, as-2 the case may be.

3 8.7 Payment of Premiums.

4' The aggregate cost of all insurance, applicable to Eaib 5 Plant and procured by Southern Nuclear pursuar.t hereto, 6 including, without limitation, any deferred or retrospective 7 premium assessments, shall be included in the cost of Nuclear 8 Operating Services.

9 8.8 Cancellation of Insurance.

19 In the event that any of the foregoing insurance policies is 11 canceled by a party, that party shall give written notice of such 12 cancellation to the other party 60 days prior to the effective 13 date of such cancellation.

14 ARTICLE IX 15 TERM OF THIS AGREEMENT 16 9.1 Term.

17 The term of this Agreement shall commence on the Effective 18 Date, subject nevertheless to any applicable rules, regulations i 19- and-approvals of any regulatory authority whose approval is 20 required, and shall expire (i) when Each Plant ham been retired 21 and decommissioned, the NRC has terminated the NRC operating i

22 licenses, and the plant site has baen returned to a condition 23 acceptable to GPC, all in compliance with Legal Requirements, 24 (ii) upon termination pursuant to Section 10.1 hereof, or (iii) l

! 25 upon mutual agreement of the parties. In no event,.however, l

26 shall this Agreement terminate unless all necessary regulatory 54 I

l '.

l

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

11 approvals for transfer of responsibility for Each Plant shall 2 have been obtained.. GPC's obligation to make payments to 3 Southern Nuclear under this Agreement that have not been 4 satisfied prior to the expiration of the term of this Agreement 5 shall survive such expiration of the term.

6 9.2 Termination of the Nuclear Services Acreement.

7 Upon the Effective Date, the Nuclear Services Agreement 8 shall terminate and shall be superseded in its entirety by this 9 Agreement. Any and all Nuclear Support Services performed by 10 Southern Nuclear after the Effective Date, as a subset of Nuclear I

11 operating Services, shall be governed solely by this Agreement.

12 ARTICLE X 13 TERMINATION BY GPC OR SOUTHERN NUCLEAR 14 10.1 Termination.

15 In the event GPC determines that it is in GPC's interest to

(-

l 16 do so, or Southern Nuclear determines that it is jn Southern 17 Nuc1 car's interect to do so, then GPC or S?uthern Nuclear may at

! 18 will terminate this Agreement subject to the following terms.

19 [ REDACTED ]

20 this rightlof termination shall be GEC's sole and 21 exclusive remedy, legal or equitable, for any failure by Southern l 22 Nuclear at any time to perform its duties, responsibilities, 23 . obligations, or functions under this Agreement, or.for any other

. 24 breach by Southern. Nuclear of_this Agreement. The procedure.for F 25 exercise of this right of termination shall be as follows:

55 f

- . , . - -_-_._.. - - - ._-.- --- --__ __._.-._---- L-- ^

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

f 1 (i) GPC shall give written notice to Southern Nuclear 2 of GPC's determination to terminate this Agreement fr 3 Southern Nuclear shall give written notice to GPC of its 4 determination to terminate this Agreement. It is recognized 5 - that no termination can be accomplished until all necessary 6 regulatory approvals have been obtained to transfer the 7 operating responsibility for Each Plant to GPC. Following 8 the giving of such notice, the parties agree to cooperate, 9 in good faith, to accomplish the transfer of operating 10 responsibility in a prompt manner.

11 (ii) During the period between the giving of the notice >

12 described in clause (i), and the date on which such transfer 13 of. operating responsibility becomes effective, Southern 14 Nuclear agrees to continue the provision of Nuclear 15 Operating Services for Each Plant.

l l 16 (iii) Upon reieipt of all necessary governmental 17 authorizations for transfer.of operating responsibility for i

18 Each Plant from Southern Nuclear to GPC, this Agreement 1

19 shall terminate. ,

20 [ REDACTED) GPC-hereby agrees that l

l. 21 from and after such termination, GPC shall-indemnify and-22- forever hold Southern Nuclear,-its officers, directors and p

l 12 3 employees, and all other agents and subcontractors except-to-24- the extent that any such other agents and subcontractors are

- 25 liable or may be held liable under the terms of their

- 26 respective contracts, harmlessLfrom and against any and all i 56 i

i e

v v -s . . --<r .- ' - e- , . _ , - * - - . mw.

(

I l

i 1 liability, costs, expenses (including reasonable attorney's 2 fees) and judgments, which may thereafter be experienced by 3 Southern Nuclear in its capai ty as operating Agent (whether 4 the cause occurred before or after termination), and GPC 5 further waives any claim GPC may have against Southern 6 Nuclear, its officers, directors and employees, and all 7 other agents and subcontractors except to the cxtent that 8 any such other agents and subcontractors are liable or may 9 be held liable under the terms of their respective 10 contracts, for damage to property of the Participants, that 11 arose out of the activities of Southern Nuclear, its 12 officers, directors, employees, and other agents, 13 subcontractors and affiliates under this Agreement. The 14 indemnification and waiver contained herein shall survive 15 termination and shall be specifically enforceable by 16 Southern Nuclear against GPC.

17 ARTICLE XI 18 MISCELLANEOUS 19 11.1 Rolidays. Rusipess Days.

20=- Any obligations to provide payments, .information, approvals 21 or notices under this-Agreement, which shall become due on a non-

.22 business day shall become due upon the next business day. .The 23 term " business day shall mean any day other than a day on which

, -24 banking institutions in the. City of Atlanta, Georgia are 25 authorized by law to close.

57 l

. . . - - - - - _ _ . . _ _ _ _ . - - - _ _ _ - - . . - - - , ,,r-- -e<- , , ,- --

i i

i 1 11.2 Entire A.granmnnt.

! i i

2 This Agreement constitutes the entire understanding between 3 the partled hereto, superseding any and all previous 4 understandings, oral or written, portaining to the subject mrtther 5 contained heroin. No , arty hereto has rolled or will rely upon 6 any oral or other written representation or oral or other written 7 jnformation made or given to such party by 'ny representativo of i

a the other party or anyone nn its behalf.

9 11.3 Annignments.

10 T! '.s Ac;aement shall be binding upon the successora and 11 assigns of the parties hereto, provided that Southern Nuclear 12 shall not be entitled to assign any of itu obligations under this 13 Agrooment or under any purchase order issued hereunder without 4

14 the prior written approval of GPC.

15 11.4 tipi' ' gn11_oj1n .

16 This Agret it may not be modified or amended in any respect 17 except in a writing oxecuted by the parties hereto.

le 11.5 Governino LkW. ,

19 This Agreement shall be construed and enforced under and in 20 atvordance with the laws of the State of_ Georgia.

21 11.6 Cour%Iparin.

22 This Agreement may be executed in counterparts, each of 23 which when fully executed shall be deemed to have the same

- 24 dignity, force and offect as if tha original-. ,

58 l n~.,mw,ne,~.- .n..~_n~.._,.n,n.., --.--..-,,,,,-.+n.a,,,-~~,,--,---, -,~-,,,v.-.,-,~. , , , - - -

1 11.7 Waiverg.

2 No provision of this Agreement shall be deemed waived ner 3 breach of this Agreement consented to unless such waiver or 4 consent is set forth in writing and executed by the party hereto 5 making such waiver or consent.

6 11.8 Sale - or Disng3a1 of PtsppI_tJ..

7 Southern Nuclear shall not sell, lease, or otherwise dispose 8 of any real or personal property owned individually or jointly by 9 ar y or all of the Participants, unless such sale, lease or other 10 disposal is authorized by the Nuclear Managing Board; provided, 11 however, that this provision shall not apply to any facilities, 12 equipment or materials which are replaced with facilities, 13 ;quipment or materials, as the case may be, of like kind and of 14 value at least equal to that of the replaced facilities, 15 equipment or materials. Nothing in this Section 11.8 shall be 16 construed as an authorization by GPC or the Managing Board for 17 Southern Nuclear to take any action inconsistent with the 18 provisions respecting plans and budqcts set forth in Section 3.2 19 hereof.

20 11.9 1[pJslyerne_Qint1D_GliQD.

21 11.9.1. Under the Participation Agreements, GPC may 22 not make any adverse distinction between Plant Hatch or 23 Plant Vogtle and any other generating unit which it 24 operates. GPC may exercise its authority under this 25 Agreement to assure that the performance of services by 59

i l

1 Southern Nuclear does not cause GPC to violate tnis 1

2 requirement.

3 11.9.2. In the performance of services hereunder, 4 Southern Nuclear shall not make any adverse distinction 5 between GPC and any other company or between Each Plant and 6 any other generating facility for which Southern Nuclear 4

7 provides services. l i

8 11.10 Hp_t;js_qs .

9 Any notico, request, consent or other communication 10 permitted or required by this Agreement shall be in writing and 11 shall be deemed given when deposited lu the United States Mail, 12 first class postage prepaid, and if given to Participants shall 13 be addressed to:  !

14 Georgia Power Company 15 333 Piedmont Avenue, N.E.  ;

-16 Atlanta, Georgia 30308 17 Attention: President 18 19 and if given to Southern Nuclear shall be addressed to: i

-20 21 Southern Nuclear operating Company, Inc.

, 22 P. O. Box 1295 ,

l 23 Birmingham, Alabama 35201-1295 l 24 Attention: President i 25 L 26 37 unless a different officer or Jdress shall have been designated 28 by the respective party by notice in writing.

29 11.11 Captions.

30: The descriptive captions of the various Articles and

- 31 Sections of this Agreement have been inserted for convenience of 32 reference only and shall in no way modify or restrict any of the 33 _ terms and provisions hereof.

60

1 11.12 Singular and Pluralf Gender.

2 Throughout this Aareement, whenever any word in the singular 3 number is used, it sha1' include the plural unless the context 4 otherwise requires; r,' J'r enover the plural number is used, it 5 shall include the singular unless the context otherwise requires.

6 The use of the masculine shall-include the feminine.

7 11.13 Third-Party Beneficiar[n_q.

8 This Agreement is for the benefit of GPC, the other 9 Participants and Southern Nuclear, and no person or entity other 10 than GPC, the other Participants and Southern Nuclear is or shall 11 be entitled to bring any action to enforce any provision of this 12 Agreement against either of the parties hereto or the other 13 Participants. ,

14 11.14 Severability.

._15 Should any provision of this Agreement be held to be invalid 16 or unenforceable by a court of competent jurisdiction, the 17 remaining provisions shall remain in full force and effecn 18 provided that deletion of the invalid or unenforceable provision i 19 does not materially affect the agreement of the parties contained  ;

1 l ~20 herein.

l 21 11.15 Agsngs.

22 Whether or not expressly stated in the applicable provisions 23- of this Agreement, GPC acts herein on its own behalf and as agent I '

24 for the~other Participants pursuant to the Participation 25 Agreements. ,

61 I

t. m._._______._.._._ _- . . _ . - _ . - _ . _ _ _ _ _ . . . - _ _ _ _

1 2 Ill W:*llESS WilEREOl', the parties have hereto caused this 3 liu c 4 ar Operating Agreement to be signed and sealed as of the 4 date first set forth above by their respective duly authorized 5 representatives.

6 7 GEORGIA POWER CCMPA11Y 8

9 10 11 By:

12 Its:

13 14 Attest:

15 16 (Corporate Seal) 17 18 19 SOUTilERf1 110 CLEAR OPERATI!1G COMPA!1Y, 20 I !1C .

21 22 23 B) :

24 Its:

25 26 Attest:

27 28 (Corporate Scal) 29 62 l

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